munity Bank System(CBU) - 2023 Q2 - Quarterly Report

Part I. Financial Information Financial Statements (Unaudited) This section presents the unaudited consolidated statements of condition, income, equity, and cash flows for periods ended June 30, 2023 Consolidated Statements of Condition Total assets decreased to $15.11 billion, driven by a reduction in available-for-sale securities and lower deposits Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Assets | $15,108,050 | $15,835,651 | | Cash and cash equivalents | $222,779 | $209,896 | | Available-for-sale investment securities | $3,064,870 | $4,151,851 | | Loans, net of allowance | $9,107,485 | $8,748,335 | | Goodwill | $843,960 | $841,841 | | Total Liabilities | $13,490,644 | $14,283,946 | | Total deposits | $12,871,786 | $13,012,308 | | Overnight borrowings | $234,000 | $768,400 | | Total Shareholders' Equity | $1,617,406 | $1,551,705 | Consolidated Statements of Income Q2 2023 net income rose to $48.3 million, while YTD net income fell to $54.1 million due to a securities sale loss Consolidated Income Statement Highlights (in thousands, except per-share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $109,279 | $103,141 | $220,309 | $198,013 | | Provision for credit losses | $752 | $6,038 | $4,252 | $6,944 | | Loss on sales of investment securities | $0 | $0 | $(52,329) | $0 | | Total noninterest revenues | $65,984 | $64,097 | $79,479 | $129,770 | | Total noninterest expenses | $113,038 | $110,424 | $227,090 | $210,231 | | Net Income | $48,291 | $39,805 | $54,089 | $86,860 | | Diluted EPS | $0.89 | $0.73 | $1.00 | $1.60 | Consolidated Statements of Comprehensive Income (Loss) Comprehensive income improved significantly YTD, driven by smaller unrealized losses on investment securities - The accumulated other comprehensive loss decreased from $(686.4) million at year-end 2022 to $(611.7) million at June 30, 2023, mainly due to a smaller net unrealized loss on investment securities[158] Comprehensive Income (Loss) Summary (in thousands) | Period | Net Income | Other Comprehensive (Loss) Income, net of taxes | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2023 | $48,291 | $(33,617) | $14,674 | | Three Months Ended June 30, 2022 | $39,805 | $(196,733) | $(156,928) | | Six Months Ended June 30, 2023 | $54,089 | $74,737 | $128,826 | | Six Months Ended June 30, 2022 | $86,860 | $(468,100) | $(381,240) | Consolidated Statements of Changes in Shareholders' Equity Shareholders' equity increased to $1.62 billion, driven by net income and other comprehensive income - The company declared common dividends of $0.88 per share during the first six months of 2023, totaling $47.4 million[128] - 400,000 shares of treasury stock were purchased for $20.6 million during the first six months of 2023[128] Consolidated Statements of Cash Flows Cash from investing activities was positive due to security sales, while financing activities used cash for debt and deposit outflows Cash Flow Summary (Six Months Ended June 30, in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $118,856 | $98,915 | | Net cash provided by (used in) investing activities | $755,870 | $(1,602,503) | | Net cash used in financing activities | $(861,843) | $(173,848) | | Change in cash and cash equivalents | $12,883 | $(1,677,436) | - A significant investing activity in H1 2023 was the $733.8 million in proceeds from sales of available-for-sale investment securities, compared to zero in H1 2022[132] - A major financing activity in H1 2023 was a $534.4 million net decrease in overnight borrowings, used to pay down debt with proceeds from security sales[132] Notes to the Consolidated Financial Statements This section details the company's accounting policies, acquisitions, and analysis of key financial statement components NOTE B: ACQUISITIONS The company completed two small insurance and realty acquisitions in 2023, following a larger bank acquisition in 2022 - On May 1, 2023, the Company acquired Hyde Park Insurance Services, Inc. for $4.3 million in cash, recording a $2.8 million customer list intangible and $1.5 million of goodwill[57] - On March 1, 2023, the Company acquired Axiom Realty Group for $1.8 million in cash, recording a $1.2 million customer list intangible and $0.6 million of goodwill[58] - On May 13, 2022, the Company acquired Elmira Savings Bank for $82.2 million in cash, recognizing $42.1 million of goodwill[60] NOTE D: INVESTMENT SECURITIES The investment portfolio's fair value declined to $4.13 billion, with significant unrealized losses from interest rate changes Investment Securities Portfolio (Fair Value, in thousands) | Portfolio | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Available-for-Sale | $3,064,870 | $4,151,851 | | Held-to-Maturity | $1,063,444 | $1,034,795 | | Equity and Other | $102,017 | $129,066 | - In Q1 2023, the Company sold $786.1 million in book value of AFS securities, recognizing a $52.3 million gross realized loss, as part of a strategic balance sheet repositioning[35] - As of June 30, 2023, the AFS portfolio had $436.5 million in gross unrealized losses, with the majority attributed to interest rate changes, not credit deterioration[23][26] NOTE E: LOANS AND ALLOWANCE FOR CREDIT LOSSES Gross loans grew to $9.17 billion, while the allowance for credit losses increased slightly amid a weaker economic forecast Loan Portfolio Composition (in thousands) | Loan Type | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Business lending | $3,833,697 | $3,645,665 | | Consumer mortgage | $3,072,090 | $3,012,475 | | Consumer indirect | $1,644,811 | $1,539,653 | | Gross loans | $9,170,769 | $8,809,394 | Allowance for Credit Losses Activity (Six Months Ended June 30, 2023, in thousands) | Description | Amount | | :--- | :--- | | Beginning Balance (Jan 1, 2023) | $61,059 | | Charge-offs | $(5,988) | | Recoveries | $3,771 | | Provision for credit losses | $4,442 | | Ending Balance (June 30, 2023) | $63,284 | - The Company utilizes the CECL model for estimating credit losses, incorporating historical data and an eight-quarter economic forecast[53][54] NOTE H: EARNINGS PER SHARE Diluted EPS for the first six months of 2023 was $1.00, down from $1.60 in the prior year period Earnings Per Share Reconciliation (Six Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net income available to common shareholders (000s) | $53,903 | $86,608 | | Weighted-average common shares outstanding – basic (000s) | 53,760 | 53,958 | | Basic earnings per share | $1.00 | $1.61 | | Weighted-average common shares outstanding – diluted (000s) | 53,912 | 54,299 | | Diluted earnings per share | $1.00 | $1.60 | - The Board approved a stock repurchase program for up to 2,697,000 shares; 400,000 shares were repurchased in H1 2023 at an average price of $51.42[78] NOTE J: FAIR VALUE The company's financial assets are primarily valued using quoted prices (Level 1) and observable inputs (Level 2) Financial Assets at Fair Value on a Recurring Basis (June 30, 2023, in thousands) | Asset Type | Level 1 | Level 2 | Level 3 | Total Fair Value | | :--- | :--- | :--- | :--- | :--- | | Available-for-sale investment securities | $2,125,720 | $939,150 | $0 | $3,064,870 | | Equity securities | $369 | $0 | $0 | $369 | | Mortgage loans held for sale | $0 | $1,401 | $0 | $1,401 | | Commitments to originate real estate loans for sale | $0 | $0 | $18 | $18 | Carrying Value vs. Fair Value of Other Financial Instruments (June 30, 2023, in thousands) | Instrument | Carrying Value | Fair Value | | :--- | :--- | :--- | | Net loans | $9,107,485 | $8,886,977 | | Held-to-maturity securities | $1,104,020 | $1,063,444 | | Deposits | $12,871,786 | $12,838,912 | NOTE K: SEGMENT INFORMATION The Banking segment generates the majority of pre-tax income and holds nearly all of the company's assets Segment Income Before Income Taxes (Six Months Ended June 30, 2023, in thousands) | Segment | Income Before Income Taxes | | :--- | :--- | | Banking | $42,917 | | Employee Benefit Services | $19,405 | | All Other | $6,124 | | Consolidated Total | $68,446 | Segment Assets (June 30, 2023, in thousands) | Segment | Assets | | :--- | :--- | | Banking | $14,885,490 | | Employee Benefit Services | $235,655 | | All Other | $102,321 | | Eliminations | $(115,416) | | Consolidated Total | $15,108,050 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial results, highlighting increased Q2 income, strong loan growth, and robust liquidity Executive Summary Q2 2023 net income increased 21.3% YoY, while YTD net income decreased due to a Q1 investment security sale loss - Q2 2023 net income rose to $8.5 million, a 21.3% increase from Q2 2022; however, YTD net income fell by 37.7% due to a $52.3 million pre-tax loss on a securities sale[126] - The company's liquidity position is strong, with $4.27 billion in immediately available sources, more than double its estimated uninsured deposits of $2.05 billion[127][253] - The deposit base is highly stable and diversified, with a low cycle-to-date deposit beta of 10%[127] Net Interest Income Net interest income grew 6.0% YoY in Q2 2023, driven by a 29 basis point expansion in the net interest margin Net Interest Margin Analysis | Metric | Q2 2023 | Q2 2022 | | :--- | :--- | :--- | | Net Interest Income (FTE, non-GAAP, $000s) | $110,359 | $104,149 | | Avg. Yield on Interest-Earning Assets | 3.82% | 2.97% | | Avg. Rate on Interest-Bearing Liabilities | 0.94% | 0.13% | | Net Interest Spread | 2.88% | 2.84% | | Net Interest Margin (FTE, non-GAAP) | 3.18% | 2.89% | - The increase in loan yields was driven by rising market interest rates on new and variable-rate loans, coupled with strong origination volumes[170] - The company anticipates continued increases in deposit and funding costs due to market competition and rate changes[171] Noninterest Revenues Q2 noninterest revenues grew 2.9% YoY, but YTD revenues fell 38.8% due to the Q1 loss on security sales Noninterest Revenues Breakdown (in thousands) | Revenue Source | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Employee benefit services | $28,565 | $28,921 | $57,949 | $58,501 | | Insurance services | $11,860 | $9,780 | $23,382 | $20,189 | | Wealth management services | $7,858 | $8,141 | $16,103 | $16,774 | | Banking Noninterest Revenue | $17,771 | $17,267 | $34,182 | $34,292 | | Loss on sales of investment securities | $0 | $0 | $(52,329) | $0 | | Total noninterest revenues | $65,984 | $64,097 | $79,479 | $129,770 | - Insurance services revenue grew 21.3% in Q2 and 15.8% YTD, driven by a strong premium market, organic expansion, and acquired growth[198] Noninterest Expenses Noninterest expenses rose 2.4% YoY in Q2 2023, primarily driven by higher salaries and employee benefits Noninterest Expenses Breakdown (in thousands) | Expense Category | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $68,034 | $65,398 | $139,521 | $127,046 | | Data processing and communications | $14,291 | $13,611 | $27,420 | $26,270 | | Acquisition expenses | $(1) | $3,960 | $56 | $4,259 | | Total noninterest expenses | $113,038 | $110,424 | $227,090 | $210,231 | - The GAAP efficiency ratio improved to 64.5% in Q2 2023 from 66.0% in Q2 2022, while the non-GAAP operating efficiency ratio slightly worsened[201][204] Asset Quality Asset quality remained strong with low net charge-offs and an improved allowance coverage ratio for nonperforming loans Key Asset Quality Ratios | Ratio | June 30, 2023 | December 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | :--- | | Allowance for credit losses/total loans | 0.69% | 0.69% | 0.68% | | Nonaccrual loans/total loans | 0.33% | 0.33% | 0.39% | | Allowance for credit losses/nonperforming loans | 190% | 183% | 150% | | Net charge-offs (annualized, quarterly) | 0.03% | 0.09% | 0.02% | - The provision for credit losses was $0.8 million in Q2 2023, significantly lower than the $6.0 million in Q2 2022[230] Shareholders' Equity and Regulatory Capital Shareholders' equity increased to $1.62 billion, and the company remains 'well capitalized' under all regulatory measures Regulatory Capital Ratios (Company) | Ratio | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Tier 1 leverage ratio | 9.35% | 8.79% | | Common equity Tier 1 capital ratio | 15.20% | 15.71% | | Tier 1 risk-based capital ratio | 15.20% | 15.71% | | Total risk-based capital ratio | 15.90% | 16.40% | - The company announced a dividend increase to $0.45 per share, marking the 31st consecutive year of dividend increases[241] - The tangible equity-to-assets ratio (non-GAAP) was 5.34% at June 30, 2023, up from 4.64% at December 31, 2022[246] Liquidity The company maintains a strong liquidity position, with available sources more than double its estimated uninsured deposits - Total available sources of immediately available liquidity were $4.23 billion at the end of Q2 2023[253] - This liquidity coverage represents over 200% of the company's estimated uninsured deposits of approximately $2.05 billion[253] - The company's short-term liquidity measure showed a 30-day ratio of 13.2%, well above the internal policy requirement of 7.5%[254] Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk is interest rate risk, with NII projected to be liability sensitive to rising rates Net Interest Income Sensitivity Model (at June 30, 2023) | Interest Rate Scenario | Calculated Annualized Change in Projected NII ($000s) | Calculated Annualized Change in Projected NII (%) | | :--- | :--- | :--- | | +200 basis points | $(26,753) | (6.1)% | | +100 basis points | $(11,505) | (2.6)% | | -100 basis points | $9,831 | 2.2% | | -200 basis points | $12,079 | 2.8% | - Projected NII decreases in rising rate scenarios because deposits and borrowings are expected to reprice higher faster than loans[278] Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - The company's disclosure controls and procedures were deemed effective as of June 30, 2023[282] - No material changes were made to internal controls over financial reporting during the second quarter of 2023[283] Part II. Other Information Legal Proceedings Management does not expect pending legal matters to have a material impact on the company's financial position - Management does not expect pending or threatened legal matters to have a material impact on the company's consolidated financial position[292] Risk Factors No material changes to risk factors were reported since the company's most recent Form 10-K and 10-Q filings - No material changes in risk factors were reported since the last Form 10-K and Form 10-Q filings[288] Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased 200,000 shares in Q2 2023, with 2,297,000 shares remaining under the current buyback plan Issuer Purchases of Equity Securities (Q2 2023) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plan | | :--- | :--- | :--- | :--- | | April 2023 | 1,033 | $49.88 | 0 | | May 2023 | 100,000 | $48.58 | 100,000 | | June 2023 | 100,000 | $48.03 | 100,000 | | Total | 201,033 | $48.32 | 200,000 | - As of the end of Q2 2023, 2,297,000 shares may yet be purchased under the current repurchase program[286]