FISI Financial Institutions Inc

Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the third quarter ended September 30, 2024.

Net income was $13.5 million in the third quarter of 2024, compared to $25.6 million in the second quarter of 2024 and $14.0 million in the third quarter of 2023. After preferred dividends, net income available to common shareholders was $13.1 million, or $0.84 per diluted share, in the third quarter of 2024, compared to $25.3 million, or $1.62 per diluted share, in the second quarter of 2024, and $13.7 million, or $0.88 per diluted share, in the third quarter of 2023. Third quarter 2024 results included $384 thousand of professional services expenses attributed to the deposit-related fraud event disclosed in March 2024 that occurred in the first quarter of 2024. The Company's second quarter 2024 financial results benefited from a $13.5 million pre-tax gain associated with its previously disclosed insurance subsidiary asset sale, and also included $371 thousand of professional services expenses related to the fraud event that were partially offset by a recovery of $143 thousand. The Company recorded a provision for credit losses of $3.1 million in the current quarter, compared to a provision of $2.0 million in the linked quarter and a provision of $1.0 million in the prior year quarter.

Third Quarter 2024 Key Results:

• Net interest margin was 2.89% for the third quarter of 2024, up two basis points compared to the second quarter of 2024, while net interest income of $40.7 million decreased by $512 thousand, or 1.2%, from the linked quarter.
• Noninterest income was $9.4 million for the current quarter, compared to $24.0 million in the linked quarter, when results benefited from a $13.5 million pre-tax gain associated with the Company's insurance subsidiary asset sale.
• Total deposits were $5.31 billion at September 30, 2024, up $173.3 million, or 3.4%, from June 30, 2024, driven by seasonality and new business in our public deposit portfolio and non-public deposit growth. Deposits were relatively flat with September 30, 2023, as a $313.3 million reduction in brokered deposits largely offset year-over-year growth in non-public and public deposits.
• Total loans were $4.40 billion at September 30, 2024, reflecting a decrease of $58.5 million, or 1.3%, from June 30, 2024 and a decrease of $28.2 million, or 0.6%, from September 30, 2023.
• Noninterest expense of $32.5 million for the current quarter was down $551 thousand, or 1.7%, from the second quarter of 2024 and down $2.3 million, or 6.5%, from the third quarter of 2023.
• Regulatory and tangible capital ratios continued to expand on a linked quarter and year-over-year basis.
• The Company maintained solid credit quality metrics, as measured by annualized net charge-offs to average loans of 0.15% for the current quarter, compared to 0.10% in the linked quarter and 0.14%, in the third quarter of 2023.

"Our third quarter results were highlighted by strong deposit growth, incremental net interest margin expansion, solid expense management, and continued build in our regulatory and tangible capital ratios. We remain very focused on driving sustainable growth across each of our retail banking, commercial banking and wealth management business lines. Supporting that focus is our strategic decision to begin to wind-down our Banking-as-a-Service, or BaaS, offerings, announced in September," said President and Chief Executive Officer Martin K. Birmingham.

"While total loans were down during the quarter, as growth in commercial mortgage and stability in residential loans and lines were offset by declines in commercial business and consumer indirect loans, we continue to see excellent opportunity in our geographic markets to drive credit-disciplined loan growth. Our regulatory and tangible capital positions further improved during the quarter, including a common equity tier 1 ratio of 10.28%, up 25 basis points from June 30, 2024 and up 102 basis points from September 30, 2023. Tangible common book value per share(1) grew by 8% and 32% from the end of the linked and year-ago quarters, respectively," Mr. Birmingham added.

Chief Financial Officer and Treasurer W. Jack Plants II commented, "We saw further margin expansion on a linked quarter basis and our ability to drive solid deposit growth provided us with capacity to further reduce short-term borrowings during the quarter. From a credit perspective, we did move one commercial relationship to non-performing status during the third quarter, which drove the increase in non-performing assets as compared to June 30, 2024. We remain very confident in the overall health of our loan portfolio and we are comfortable with our reserve levels, as our allowance for credit losses on loans to total loans ratio expanded two basis points during the third quarter to 1.01%. As of September 30, 2024, we have approximately $1.4 billion in available liquidity and more than $1.1 billion in cash flow anticipated in the next 12 months."

Orderly Wind Down of BaaS Offerings

On September 16, 2024, the Company announced its intent to begin an orderly wind down of its BaaS offerings, following a careful review by the Company’s executive management and the Board of Directors undertaken in conjunction with its annual strategic planning process. As of September 30, 2024, deposits and loans related to the Bank's BaaS offerings totaled $103 million and $29 million, respectively. The Company continues to preliminarily target completion of the wind down sometime in 2025.

Net Interest Income and Net Interest Margin

Net interest income was $40.7 million for the third quarter of 2024, a decrease of $512 thousand from the second quarter of 2024, of which $439 thousand was attributable to the impact of the increase in non-performing loans, partially offset by lower funding costs as a result of the Company's reduction of short term borrowings and brokered deposits, and a decrease of $1.0 million from the third quarter of 2023 due primarily to higher funding costs on a year-over-year basis.

Average interest-earning assets for the current quarter were $5.61 billion, a decrease of $154.2 million from the second quarter of 2024 due to an $84.6 million decrease in the average balance of Federal Reserve interest-earning cash, a $47.8 million decrease in the average balance of investment securities and a $21.8 million decrease in average loans. Average interest-earning assets for the current quarter were $92.4 million lower than the third quarter of 2023 due to an $83.5 million decrease in the average balance of investment securities and a $13.2 million decrease in the average balance of Federal Reserve interest-earning cash, partially offset by a $4.3 million increase in average loans.

Average interest-bearing liabilities for the current quarter were $4.40 billion, a decrease of $148.3 million from the second quarter of 2024, primarily due to a $97.8 million decrease in average savings and money market deposits, a $49.6 million decrease in average interest-bearing demand deposits, and an $11.0 million decrease in average short-term borrowings, partially offset by a $10.1 million increase in average time deposits. Average interest-bearing liabilities for the third quarter of 2024 were $27.2 million lower than the year-ago quarter primarily due to a $93.4 million decrease in average short-term borrowings, a $75.2 million decrease in average interest-bearing demand deposits, and a $48.3 million decrease in average time deposits, partially offset by a $189.7 million increase in average savings and money market account deposits.

Net interest margin was 2.89% in the current quarter, 2.87% in the second quarter of 2024, and 2.91% in the third quarter of 2023. The linked quarter expansion was due to an increase in the average yield on interest-earning assets, which was partially offset by an increase in the overall cost of funds. The year-over-year decline primarily was a result of higher funding costs amid the current high interest rate environment, partially offset by an increase in the average yield on interest-earning assets.

Noninterest Income

Noninterest income was $9.4 million for the third quarter of 2024, a decrease of $14.6 million from the second quarter of 2024 and a decrease of $1.0 million from the third quarter of 2023.

• The Company's sale of the assets of its insurance subsidiary generated a net gain of $13.5 million in the second quarter of 2024 and an additional gain on sale adjustment of $138 thousand in the third quarter of 2024. Given the April 1, 2024 transaction close, insurance income in the third quarter of 2024 was $3 thousand, compared to $4 thousand and $1.7 million in the linked and year-ago periods, respectively.
• Investment advisory income of $2.8 million was relatively flat with the second quarter of 2024 and up $253 thousand, or 9.9%, from the third quarter of 2023. The variance from the prior year period was largely due to a market-driven increase in assets under management in addition to business development.
• Income from company owned life insurance of $1.4 million was $44 thousand higher than the second quarter of 2024 and $377 thousand higher than the third quarter of 2023. The year-over-year increase was due to a higher crediting rate on proceeds deployed during the previously disclosed surrender and redeploy strategy executed in the fourth quarter of 2023.
• Income from investments in limited partnerships of $400 thousand was $403 thousand lower than the second quarter of 2024 and flat with the third quarter of 2023. The Company previously made several investments in limited partnerships, primarily small business investment companies, and accounts for these investments under the equity method. Income from these investments fluctuates based on the maturity and performance of the underlying investments.
• Income from derivative instruments, net was $212 thousand in the current quarter, $377 thousand in the second quarter of 2024 and $219 thousand in the third quarter of 2023. Income from derivative instruments, net is based on the number and value of interest rate swap transactions executed during the quarter combined with the impact of changes in the fair value of borrower-facing trades.
• A net loss on tax credit investments of $170 thousand was recognized in the current quarter related to tax credit investments placed in service in the current and prior quarters. This compares to a net gain of $406 thousand and a net loss of $333 thousand in the second quarter of 2024 and third quarter of 2023, respectively.

Noninterest Expense

Noninterest expense was $32.5 million in the third quarter of 2024 compared to $33.0 million in the second quarter of 2024 and $34.7 million in the third quarter of 2023.

• Salaries and employee benefits expense of $15.9 million was $131 thousand higher than the second quarter of 2024 and $2.3 million lower than the third quarter of 2023. The decrease from the third quarter of 2023 was due to a combination of the previously mentioned insurance agency asset sale and the Company's previously disclosed fourth quarter 2023 leadership and organizational changes, which reduced salaries and wages between periods.
• Occupancy and equipment expenses of $3.4 million were $78 thousand and $421 thousand lower than the linked and year-ago quarter, respectively. The year-over-year variance was due in part to the timing of equipment purchases.
• Professional services expenses of $2.0 million were $171 thousand higher than the second quarter of 2024 and $889 thousand higher than the third quarter of 2023. Both the linked quarter and year-over-year variances were primarily attributable to legal expenses incurred in the second and third quarters of 2024 related to the Company's previously disclosed fraud event.
• Computer and data processing expense of $5.4 million was relatively flat with the second quarter of 2024 and $246 thousand higher than the third quarter of 2023, with the year-over-year variance due in part to an increase in digital banking expenses attributable to increased usage along with the Company’s investments in data efficiency and marketing technology.

Income Taxes

Income tax expense was $1.1 million for the third quarter of 2024 compared to $4.5 million in the second quarter of 2024, and $2.4 million in the third quarter of 2023. The higher level of income tax expense incurred during the second quarter of 2024 was due to a higher level of pre-tax income, reflecting the previously mentioned gain related to our insurance subsidiary asset sale. The Company also recognized federal and state tax benefits related to tax credit investments placed in service and/or amortized which resulted in income tax expense reductions of $1.3 million in both the third and second quarters of 2024, and $731 thousand in the third quarter of 2023.

The effective tax rate was 7.4% for the third quarter of 2024, 15.0% for the second quarter of 2024, and 14.8% for the third quarter of 2023. The effective tax rate fluctuates on a quarterly basis primarily due to the level of pre-tax earnings and may differ from statutory rates because of interest income from tax-exempt securities, earnings on company owned life insurance and the impact of tax credit investments.

Balance Sheet and Capital Management

Total assets were $6.16 billion at September 30, 2024, up $24.5 million from June 30, 2024, and up $16.2 million from September 30, 2023.

Investment securities were $1.01 billion at September 30, 2024, up $8.2 million from June 30, 2024, and down $324 thousand from September 30, 2023.

Total loans were $4.40 billion at September 30, 2024, a decrease of $58.5 million, or 1.3%, from June 30, 2024, and a decrease of $28.2 million, or 0.6%, from September 30, 2023.

• Commercial business loans totaled $654.5 million at September 30, 2024, down $59.4 million, or 8.3%, from June 30, 2024, and down $57.0 million, or 8.0%, from September 30, 2023.
• Commercial mortgage loans totaled $2.11 billion at September 30, 2024, up $19.8 million, or 0.9%, from June 30, 2024, and up $120.4 million, or 6.1%, from September 30, 2023.
• Residential real estate loans totaled $648.2 million at September 30, 2024, up $566 thousand, or 0.1%, from June 30, 2024, and up $13.0 million, or 2.1%, from September 30, 2023.
• Consumer indirect loans totaled $874.7 million at September 30, 2024, down $19.9 million, or 2.2%, from June 30, 2024, and down $107.5 million, or 10.9%, from September 30, 2023.

Total deposits were $5.31 billion at September 30, 2024, up $173.3 million, or 3.4%, from June 30, 2024, and down $9.4 million, or 0.2%, from September 30, 2023. The increase from June 30, 2024 was due to an increase in public deposits, which was partly driven by seasonality, as well as an increase in nonpublic deposits, partly offset by a decline in reciprocal deposits. Public deposit balances represented 22% of total deposits at September 30, 2024, 20% at June 30, 2024 and 20% at September 30, 2023.

Short-term borrowings were $55.0 million at September 30, 2024, compared to $202.0 million at June 30, 2024 and $70.0 million at September 30, 2023, as linked quarter deposit growth enabled the Company to pay down short-term borrowings, which have historically been utilized along with brokered deposits to manage the seasonality of public deposits.

Shareholders' equity was $500.3 million at September 30, 2024, compared to $467.7 million at June 30, 2024, and $408.7 million at September 30, 2023. The increase in shareholders' equity compared to the linked and year-ago period ends was primarily due to a reduction in accumulated other comprehensive loss, with net income through the first nine months of 2024 also contributing to the year-over-year increase. Shareholders' equity has been negatively impacted since 2022 by an increase in accumulated other comprehensive loss associated with unrealized losses in the available for sale securities portfolio. Management believes the unrealized losses are temporary in nature, as they are associated with the current high interest rate environment. The securities portfolio continues to generate cash flow and, given the high credit quality of the agency mortgage-backed securities portfolio, management expects the bonds to ultimately mature at a terminal value equivalent to par.

Common book value per share was $31.22 at September 30, 2024, an increase of $2.11, or 7.2%, from $29.11 at June 30, 2024, and an increase of $5.81, or 22.9%, from $25.41 at September 30, 2023. Tangible common book value per share(1) was $27.28 at September 30, 2024, an increase of $2.11, or 8.4%, from $25.17 at June 30, 2024, and an increase of $6.59, or 31.9%, from $20.69 at September 30, 2023. The common equity to assets ratio was 7.85% at September 30, 2024, compared to 7.34% at June 30, 2024, and 6.37% at September 30, 2023. Tangible common equity to tangible assets(1), or the TCE ratio, was 6.93%, 6.41% and 5.25% at September 30, 2024, June 30, 2024, and September 30, 2023, respectively. The primary driver of variations in all four measures for the comparable linked and year-ago period ends was the previously described changes in accumulated other comprehensive loss.

During the third quarter of 2024, the Company declared a common stock dividend of $0.30 per common share, consistent with the linked and year-ago quarters.

The Company's regulatory capital ratios at September 30, 2024 continued to exceed all regulatory capital requirements to be considered well capitalized.

• Leverage Ratio was 8.98% compared to 8.61% and 8.20% at June 30, 2024, and September 30, 2023, respectively.
• Common Equity Tier 1 Capital Ratio was 10.28% compared to 10.03% and 9.26% at June 30, 2024, and September 30, 2023, respectively.
• Tier 1 Capital Ratio was 10.62% compared to 10.36% and 9.58% at June 30, 2024, and September 30, 2023, respectively.
• Total Risk-Based Capital Ratio was 12.95% compared to 12.65% and 11.91% at June 30, 2024, and September 30, 2023, respectively.

Credit Quality

Non-performing loans were $40.7 million, or 0.93% of total loans, at September 30, 2024, as compared to $25.2 million, or 0.57% of total loans, at June 30, 2024 and $9.5 million, or 0.21% of total loans, at September 30, 2023. Non-performing loans at September 30, 2024 largely related to two separate commercial loan relationships, one of which was placed on nonaccrual during the third quarter of 2024 and the other in the fourth quarter of 2023. Net charge-offs were $1.7 million, representing 0.15% of average loans on an annualized basis, for the current quarter, as compared to $1.1 million, or an annualized 0.10% of average loans, in the second quarter of 2024 and $1.6 million, or an annualized 0.14%, in the third quarter of 2023.

At September 30, 2024, the allowance for credit losses on loans to total loans ratio was 1.01%, compared to 0.99% at June 30, 2024 and 1.12% at September 30, 2023.

Provision for credit losses was $3.1 million in the current quarter, compared to $2.0 million in the linked quarter and $1.0 million in the prior year third quarter. Provision for credit losses on loans was $2.4 million in the current quarter, compared to $2.0 million in the second quarter of 2024 and $1.4 million in the third quarter of 2023. The allowance for unfunded commitments, also included in provision for credit losses as required by the current expected credit loss standard ("CECL"), totaled a provision of $713 thousand in the third quarter of 2024, $43 thousand in the second quarter of 2024, and $426 thousand in the third quarter of 2023. The provision for credit losses for the third quarter of 2024 was driven by a combination of factors, including a slight increase in the national unemployment forecast and higher qualitative factors overall, partially offset by lower loan balances.

The Company has remained strategically focused on the importance of credit discipline, allocating resources to credit and risk management functions as the loan portfolio has grown. The ratio of allowance for credit losses on loans to non-performing loans was 110% at September 30, 2024, 174% at June 30, 2024, and 521% at September 30, 2023.

Subsequent Events

The Company is required, under U.S. generally accepted accounting principles ("GAAP"), to evaluate subsequent events through the filing of its consolidated financial statements for the quarter ended September 30, 2024, on Form 10-Q. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of September 30, 2024, and will adjust amounts preliminarily reported, if necessary.

Conference Call

The Company will host an earnings conference call and audio webcast on October 25, 2024 at 8:30 a.m. Eastern Time. The call will be hosted by Martin K. Birmingham, President and Chief Executive Officer, and W. Jack Plants II, Chief Financial Officer and Treasurer. The live webcast will be available in listen-only mode on the Company's website at www.FISI-Investors.com. Within the United States, listeners may also access the call by dialing 1-833-470-1428 and providing the access code 514361. The webcast replay will be available on the Company's website for at least 30 days.

About Financial Institutions, Inc.

Financial Institutions, Inc. (NASDAQ: FISI) is an innovative financial holding company with approximately $6.2 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.

Non-GAAP Financial Information

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. A reconciliation of these non-GAAP measures to GAAP measures is included in Appendix A to this document.

The Company believes that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, performance trends and financial position. Our management uses these measures for internal planning and forecasting purposes and we believe that our presentation and discussion, together with the accompanying reconciliations, allows investors, security analysts and other interested parties to view our performance and the factors and trends affecting our business in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP measures, and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure to evaluate the Company. Non-GAAP financial measures have inherent limitations, are not uniformly applied and are not audited. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. Safe Harbor Statement

This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "believe," "anticipate," "continue," "estimate," "expect," "focus," "forecast," "intend," "may," "plan," "preliminary," "should," "target" or "will." Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: additional information regarding the deposit fraudulent activity; changes in interest rates; inflation; changes in deposit flows and the cost and availability of funds; the Company’s ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company's customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the SEC, could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company's compliance with regulatory requirements; and general economic and credit market conditions nationally and regionally; and the macroeconomic volatility related to the impact of a pandemic or global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language and risk factors included in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.

(1) See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

For additional information contact:Kate CroftDirector of Investor and External Relations(716) 817-5159klcroft@five-starbank.com

FINANCIAL INSTITUTIONS, INC.Selected Financial Information (Unaudited)(Amounts in thousands, except per share amounts)

	2024												2023
SELECTED BALANCE SHEET DATA:	September 30,				June 30,				March 31,				December 31,				September 30,
Cash and cash equivalents	$	249,569			$	146,347			$	237,038			$	124,442			$	192,111
Investment securities:
Available for sale		886,816				871,635				923,761				887,730				854,215
Held-to-maturity, net		121,279				128,271				143,714				148,156				154,204
Total investment securities		1,008,095				999,906				1,067,475				1,035,886				1,008,419
Loans held for sale		2,495				2,099				504				1,370				1,873
Loans:
Commercial business		654,519				713,947				707,564				735,700				711,538
Commercial mortgage		2,105,641				2,085,870				2,045,056				2,005,319				1,985,279
Residential real estate loans		648,241				647,675				648,160				649,822				635,209
Residential real estate lines		76,203				75,510				75,668				77,367				76,722
Consumer indirect		874,651				894,596				920,428				948,831				982,137
Other consumer		43,734				43,870				45,170				45,100				40,281
Total loans		4,402,989				4,461,468				4,442,046				4,462,139				4,431,166
Allowance for credit losses – loans		44,678				43,952				43,075				51,082				49,630
Total loans, net		4,358,311				4,417,516				4,398,971				4,411,057				4,381,536
Total interest-earning assets		5,666,972				5,709,148				5,857,616				5,702,904				5,747,191
Goodwill and other intangible assets, net		60,867				60,979				72,287				72,504				72,725
Total assets		6,156,317				6,131,772				6,298,598				6,160,881				6,140,149
Deposits:
Noninterest-bearing demand		978,660				939,346				972,801				1,010,614				1,035,350
Interest-bearing demand		793,996				711,580				798,831				713,158				827,842
Savings and money market		2,027,181				2,007,256				2,064,539				2,084,444				1,943,794
Time deposits		1,506,764				1,475,139				1,560,586				1,404,696				1,508,987
Total deposits		5,306,601				5,133,321				5,396,757				5,212,912				5,315,973
Short-term borrowings		55,000				202,000				133,000				185,000				70,000
Long-term borrowings, net		124,765				124,687				124,610				124,532				124,454
Total interest-bearing liabilities		4,507,706				4,520,662				4,681,566				4,511,830				4,475,077
Shareholders’ equity		500,342				467,667				445,734				454,796				408,716
Common shareholders’ equity		483,050				450,375				428,442				437,504				391,424
Tangible common equity(1)		422,183				389,396				356,155				365,000				318,699
Accumulated other comprehensive loss	$	(102,029	)		$	(125,774	)		$	(126,264	)		$	(119,941	)		$	(161,389	)
Common shares outstanding		15,474				15,472				15,447				15,407				15,402
Treasury shares		625				627				653				692				698
CAPITAL RATIOS AND PER SHARE DATA:
Leverage ratio		8.98	%			8.61	%			8.03	%			8.18	%			8.20	%
Common equity Tier 1 capital ratio		10.28	%			10.03	%			9.43	%			9.43	%			9.26	%
Tier 1 capital ratio		10.62	%			10.36	%			9.76	%			9.76	%			9.58	%
Total risk-based capital ratio		12.95	%			12.65	%			12.04	%			12.13	%			11.91	%
Common equity to assets		7.85	%			7.34	%			6.80	%			7.10	%			6.37	%
Tangible common equity to tangible assets(1)		6.93	%			6.41	%			5.72	%			6.00	%			5.25	%
Common book value per share	$	31.22			$	29.11			$	27.74			$	28.40			$	25.41
Tangible common book value per share(1)	$	27.28			$	25.17			$	23.06			$	23.69			$	20.69

(1) See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

FINANCIAL INSTITUTIONS, INC.Selected Financial Information (Unaudited)(Amounts in thousands, except per share amounts)

	Nine Months Ended								2024												2023
	September 30,								Third				Second				First				Fourth				Third
SELECTED INCOME STATEMENT DATA:	2024				2023				Quarter				Quarter				Quarter				Quarter				Quarter
Interest income	$	235,112			$	209,586			$	77,911			$	78,788			$	78,413			$	76,547			$	74,700
Interest expense		113,156				83,757				37,230				37,595				38,331				36,661				33,023
Net interest income		121,956				125,829				40,681				41,193				40,082				39,886				41,677
(Benefit) provision for credit losses		(311	)			8,410				3,104				2,041				(5,456	)			5,271				966
Net interest income after (benefit) provision for credit losses		122,267				117,419				37,577				39,152				45,538				34,615				40,711
Noninterest income:
Service charges on deposits		3,159				3,457				1,103				979				1,077				1,168				1,207
Insurance income		2,141				5,093				3				4				2,134				1,615				1,678
Card interchange income		5,810				6,140				1,900				2,008				1,902				2,080				2,094
Investment advisory		8,158				8,286				2,797				2,779				2,582				2,669				2,544
Company owned life insurance		4,062				2,974				1,404				1,360				1,298				9,132				1,027
Investments in limited partnerships		1,545				1,111				400				803				342				672				391
Loan servicing		421				395				88				158				175				84				135
Income (loss) from derivative instruments, net		763				1,418				212				377				174				(68	)			219
Net gain on sale of loans held for sale		432				349				220				124				88				217				115
Net loss on investment securities		-				-				-				-				-				(3,576	)			-
Net gain (loss) on other assets		13,633				31				138				13,508				(13	)			(37	)			(1	)
Net (loss) gain on tax credit investments		(139	)			(45	)			(170	)			406				(375	)			(207	)			(333	)
Other		4,370				3,667				1,345				1,508				1,517				1,619				1,410
Total noninterest income		44,355				32,876				9,440				24,014				10,901				15,368				10,486
Noninterest expense:
Salaries and employee benefits		48,967				54,047				15,879				15,748				17,340				17,842				18,160
Occupancy and equipment		10,570				11,059				3,370				3,448				3,752				3,739				3,791
Professional services		6,131				3,844				1,965				1,794				2,372				1,415				1,076
Computer and data processing		16,081				14,548				5,353				5,342				5,386				5,562				5,107
Supplies and postage		1,431				1,418				519				437				475				455				455
FDIC assessments		3,733				3,586				1,092				1,346				1,295				1,316				1,232
Advertising and promotions		1,108				1,556				371				440				297				370				744
Amortization of intangibles		443				689				112				114				217				221				225
Restructuring (recoveries) charges		-				(74	)			-				-				-				188				(55	)
Deposit-related charged-off items		19,987				978				410				398				19,179				223				188
Other		11,051				10,527				3,398				3,953				3,700				3,716				3,812
Total noninterest expense		119,502				102,178				32,469				33,020				54,013				35,047				34,735
Income before income taxes		47,120				48,117				14,548				30,146				2,426				14,936				16,462
Income tax expense		5,955				7,633				1,082				4,517				356				5,156				2,440
Net income		41,165				40,484				13,466				25,629				2,070				9,780				14,022
Preferred stock dividends		1,094				1,094				365				364				365				365				365
Net income available to common shareholders	$	40,071			$	39,390			$	13,101			$	25,265			$	1,705			$	9,415			$	13,657
FINANCIAL RATIOS:
Earnings per share – basic	$	2.60			$	2.56			$	0.85			$	1.64			$	0.11			$	0.61			$	0.89
Earnings per share – diluted	$	2.57			$	2.55			$	0.84			$	1.62			$	0.11			$	0.61			$	0.88
Cash dividends declared on common stock	$	0.90			$	0.90			$	0.30			$	0.30			$	0.30			$	0.30			$	0.30
Common dividend payout ratio		34.62	%			35.16	%			35.29	%			18.29	%			272.73	%			49.18	%			33.71	%
Dividend yield (annualized)		4.72	%			7.15	%			4.69	%			6.25	%			6.41	%			5.59	%			7.07	%
Return on average assets (annualized)		0.90	%			0.90	%			0.89	%			1.68	%			0.13	%			0.63	%			0.92	%
Return on average equity (annualized)		11.88	%			12.72	%			11.08	%			22.93	%			1.83	%			9.28	%			12.96	%
Return on average common equity (annualized)		12.02	%			12.90	%			11.18	%			23.51	%			1.57	%			9.31	%			13.15	%
Return on average tangible common equity (annualized)(1)		14.09	%			15.72	%			12.87	%			27.51	%			1.88	%			11.37	%			15.98	%
Efficiency ratio(2)		71.75	%			64.25	%			64.70	%			50.58	%			105.77	%			59.48	%			66.47	%
Effective tax rate		12.6	%			15.9	%			7.4	%			15.0	%			14.7	%			34.5	%			14.8	%

(1) See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.(2) The efficiency ratio is calculated by dividing noninterest expense by net revenue, i.e., the sum of net interest income (fully taxable equivalent) and noninterest income before net gains on investment securities. This is a banking industry measure not required by GAAP.

FINANCIAL INSTITUTIONS, INC.Selected Financial Information (Unaudited)(Amounts in thousands)

	Nine Months Ended								2024												2023
	September 30,								Third				Second				First				Fourth				Third
SELECTED AVERAGE BALANCES:	2024				2023				Quarter				Quarter				Quarter				Quarter				Quarter
Federal funds sold and interest-earning deposits	$	113,656			$	72,977			$	49,476			$	134,123			$	158,075			$	102,487			$	62,673
Investment securities(1)		1,174,850				1,266,832				1,147,052				1,194,808				1,182,993				1,199,766				1,230,590
Loans:
Commercial business		700,178				697,728				673,830				704,272				722,720				702,222				712,224
Commercial mortgage		2,060,827				1,879,077				2,092,905				2,059,382				2,029,841				1,995,233				1,977,978
Residential real estate loans		648,286				603,268				647,844				648,099				648,921				640,955				621,074
Residential real estate lines		75,880				76,219				75,671				75,575				76,396				76,741				75,847
Consumer indirect		906,762				1,008,311				881,133				905,056				934,380				965,571				989,614
Other consumer		46,615				23,712				43,789				44,552				51,535				43,664				34,086
Total loans		4,438,548				4,288,315				4,415,172				4,436,936				4,463,793				4,424,386				4,410,823
Total interest-earning assets		5,727,054				5,628,124				5,611,700				5,765,867				5,804,861				5,726,639				5,704,086
Goodwill and other intangible assets, net		65,397				73,079				60,936				62,893				72,409				72,628				72,851
Total assets		6,132,110				5,991,075				6,018,390				6,153,429				6,225,760				6,127,171				6,073,653
Interest-bearing liabilities:
Interest-bearing demand		727,179				831,345				691,412				741,006				749,512				780,546				766,636
Savings and money market		2,018,881				1,691,783				1,938,935				2,036,772				2,081,815				2,048,822				1,749,202
Time deposits		1,500,238				1,484,919				1,515,745				1,505,665				1,479,133				1,455,867				1,564,035
Short-term borrowings		149,588				221,392				129,130				140,110				179,747				84,587				222,871
Long-term borrowings, net		124,640				121,033				124,717				124,640				124,562				124,484				124,407
Total interest-bearing liabilities		4,520,526				4,350,472				4,399,939				4,548,193				4,614,769				4,494,306				4,427,151
Noninterest-bearing demand deposits		955,428				1,038,798				952,970				950,819				962,522				1,006,465				1,022,423
Total deposits		5,201,726				5,046,845				5,099,062				5,234,262				5,272,982				5,291,700				5,102,296
Total liabilities		5,669,430				5,565,583				5,535,112				5,703,929				5,770,725				5,708,842				5,644,488
Shareholders’ equity		462,680				425,492				483,278				449,500				455,035				418,329				429,165
Common equity		445,388				408,200				465,986				432,208				437,743				401,037				411,873
Tangible common equity(2)		379,991				335,121				405,050				369,315				365,334				328,409				339,022
Common shares outstanding:
Basic		15,437				15,371				15,464				15,444				15,403				15,393				15,391
Diluted		15,582				15,443				15,636				15,556				15,543				15,511				15,462
SELECTED AVERAGE YIELDS:(Tax equivalent basis)
Investment securities		2.14	%			1.89	%			2.14	%			2.17	%			2.09	%			2.03	%			1.88	%
Loans		6.39	%			5.90	%			6.42	%			6.40	%			6.33	%			6.21	%			6.15	%
Total interest-earning assets		5.49	%			4.98	%			5.53	%			5.50	%			5.43	%			5.32	%			5.21	%
Interest-bearing demand		1.12	%			0.75	%			1.05	%			1.18	%			1.11	%			1.26	%			0.83	%
Savings and money market		3.05	%			2.05	%			3.07	%			3.01	%			3.08	%			3.01	%			2.51	%
Time deposits		4.71	%			3.78	%			4.72	%			4.72	%			4.68	%			4.57	%			4.20	%
Short-term borrowings		2.99	%			3.98	%			2.64	%			2.75	%			3.42	%			1.38	%			3.98	%
Long-term borrowings, net		5.02	%			5.06	%			5.03	%			5.02	%			5.02	%			5.05	%			5.05	%
Total interest-bearing liabilities		3.34	%			2.57	%			3.37	%			3.32	%			3.34	%			3.24	%			2.96	%
Net interest rate spread		2.15	%			2.41	%			2.16	%			2.18	%			2.09	%			2.08	%			2.25	%
Net interest margin		2.85	%			2.99	%			2.89	%			2.87	%			2.78	%			2.78	%			2.91	%

(1) Includes investment securities at adjusted amortized cost.(2) See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

FINANCIAL INSTITUTIONS, INC.Selected Financial Information (Unaudited)(Amounts in thousands)

	Nine Months Ended								2024												2023
	September 30,								Third				Second				First				Fourth				Third
ASSET QUALITY DATA:	2024				2023				Quarter				Quarter				Quarter				Quarter				Quarter
Allowance for Credit Losses – Loans
Beginning balance	$	51,082			$	45,413			$	43,952			$	43,075			$	51,082			$	49,630			$	49,836
Net loan charge-offs (recoveries):
Commercial business		(33	)			(59	)			(3	)			7				(37	)			(50	)			32
Commercial mortgage		6				(958	)			10				(3	)			(1	)			993				(972	)
Residential real estate loans		99				67				(1	)			96				4				22				(4	)
Residential real estate lines		-				41				-				-				-				-				-
Consumer indirect		5,370				4,421				1,553				844				2,973				3,174				2,283
Other consumer		466				811				106				178				182				82				259
Total net charge-offs (recoveries)		5,908				4,323				1,665				1,122				3,121				4,221				1,598
(Benefit) provision for credit losses – loans		(496	)			8,540				2,391				1,999				(4,886	)			5,673				1,392
Ending balance	$	44,678			$	49,630			$	44,678			$	43,952			$	43,075			$	51,082			$	49,630
Net charge-offs (recoveries) to average loans (annualized):
Commercial business		-0.01	%			-0.01	%			0.00	%			0.00	%			-0.02	%			-0.03	%			0.02	%
Commercial mortgage		0.00	%			-0.07	%			0.00	%			0.00	%			0.00	%			0.20	%			-0.19	%
Residential real estate loans		0.02	%			0.01	%			0.00	%			0.06	%			0.00	%			0.01	%			0.00	%
Residential real estate lines		0.00	%			0.07	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Consumer indirect		0.79	%			0.59	%			0.70	%			0.38	%			1.28	%			1.30	%			0.92	%
Other consumer		1.33	%			4.57	%			0.95	%			1.62	%			1.41	%			0.75	%			3.00	%
Total loans		0.18	%			0.13	%			0.15	%			0.10	%			0.28	%			0.38	%			0.14	%
Supplemental information(1)
Non-performing loans:
Commercial business	$	5,752			$	254			$	5,752			$	5,680			$	5,956			$	5,664			$	254
Commercial mortgage		25,620				686				25,620				10,452				10,826				10,563				686
Residential real estate loans		5,790				4,992				5,790				5,961				6,797				6,364				4,992
Residential real estate lines		232				201				232				183				235				221				201
Consumer indirect		3,291				3,382				3,291				2,897				2,880				3,814				3,382
Other consumer		57				6				57				36				36				34				6
Total non-performing loans		40,742				9,521				40,742				25,209				26,730				26,660				9,521
Foreclosed assets		109				162				109				63				140				142				162
Total non-performing assets	$	40,851			$	9,683			$	40,851			$	25,272			$	26,870			$	26,802			$	9,683
Total non-performing loans to total loans		0.93	%			0.21	%			0.93	%			0.57	%			0.60	%			0.60	%			0.21	%
Total non-performing assets to total assets		0.66	%			0.16	%			0.66	%			0.41	%			0.43	%			0.44	%			0.16	%
Allowance for credit losses – loans to total loans		1.01	%			1.12	%			1.01	%			0.99	%			0.97	%			1.14	%			1.12	%
Allowance for credit losses – loans to non-performing loans		110	%			521	%			110	%			174	%			161	%			192	%			521	%

(1) At period end.

FINANCIAL INSTITUTIONS, INC.Appendix A — Reconciliation to Non-GAAP Financial Measures (Unaudited)(In thousands, except per share amounts)

	Nine Months Ended								2024												2023
	September 30,								Third				Second				First				Fourth				Third
	2024				2023				Quarter				Quarter				Quarter				Quarter				Quarter
Ending tangible assets:
Total assets									$	6,156,317			$	6,131,772			$	6,298,598			$	6,160,881			$	6,140,149
Less: Goodwill and other intangible assets, net										60,867				60,979				72,287				72,504				72,725
Tangible assets									$	6,095,450			$	6,070,793			$	6,226,311			$	6,088,377			$	6,067,424
Ending tangible common equity:
Common shareholders’ equity									$	483,050			$	450,375			$	428,442			$	437,504			$	391,424
Less: Goodwill and other intangible assets, net										60,867				60,979				72,287				72,504				72,725
Tangible common equity									$	422,183			$	389,396			$	356,155			$	365,000			$	318,699
Tangible common equity to tangible assets(1)										6.93	%			6.41	%			5.72	%			6.00	%			5.25	%
Common shares outstanding										15,474				15,472				15,447				15,407				15,402
Tangible common book value per share(2)									$	27.28			$	25.17			$	23.06			$	23.69			$	20.69
Average tangible assets:
Average assets	$	6,132,110			$	5,991,075			$	6,018,390			$	6,153,429			$	6,225,760			$	6,127,171			$	6,073,653
Less: Average goodwill and other intangible assets, net		65,397				73,079				60,936				62,893				72,409				72,628				72,851
Average tangible assets	$	6,066,713			$	5,917,996			$	5,957,454			$	6,090,536			$	6,153,351			$	6,054,543			$	6,000,802
Average tangible common equity:
Average common equity	$	445,388			$	408,200			$	465,986			$	432,208			$	437,743			$	401,037			$	411,873
Less: Average goodwill and other intangible assets, net		65,397				73,079				60,936				62,893				72,409				72,628				72,851
Average tangible common equity	$	379,991			$	335,121			$	405,050			$	369,315			$	365,334			$	328,409			$	339,022
Net income available to common shareholders	$	40,071			$	39,390			$	13,101			$	25,265			$	1,705			$	9,415			$	13,657
Return on average tangible common equity(3)		14.09	%			15.72	%			12.87	%			27.51	%			1.88	%			11.37	%			15.98	%
Pre-tax pre-provision income:
Net income	$	41,165			$	40,484			$	13,466			$	25,629			$	2,070			$	9,780			$	14,022
Add: Income tax expense		5,955				7,633				1,082				4,517				356				5,156				2,440
Add: (Benefit) provision for credit losses		(311	)			8,410				3,104				2,041				(5,456	)			5,271				966
Pre-tax pre-provision (loss) income	$	46,809			$	56,527			$	17,652			$	32,187			$	(3,030	)		$	20,207			$	17,428

(1) Tangible common equity divided by tangible assets.(2) Tangible common equity divided by common shares outstanding.(3) Net income available to common shareholders (annualized) divided by average tangible common equity.