Thank you for joining us. Welcome to the Financial Institutions, Inc. Second Quarter 2024 Earnings Call. I will now turn the call over to your host, Kate Croft, Director of Investor Relations. Please proceed when you are ready.

Thank you for joining us for today's call. Providing prepared comments will be President and CEO, Marty Birmingham; and CFO, Jack Plant. They will be joined by additional members of the company's leadership team during the question-and-answer session. Today's prepared comments and Q&A will include forward-looking statements. Actual results may differ materially from forward-looking statements due to a variety of risks, uncertainties and other factors. We refer you to yesterday's earnings release and investor presentation as well as historical SEC filings, which are available on our Investor Relations website for a safe harbor description and a detailed discussion of the risk factors relating to forward-looking statements. We'll also discuss certain non-GAAP financial measures intended to supplement and not substitute for comparable GAAP measures. Reconciliations of these measures to GAAP financial measures were provided in the earnings release filed as an exhibit to Form 8-K or in our latest investor presentation available on our IR website. Please note that this call includes information that may only be accurate as of today's date, July 26, 2024. I'll now turn the call over to President and CEO, Marty Birmingham.

Thank you, Kate. Good morning, everyone, and thank you for joining us today. Our strong earnings performance in the second quarter of 2024 reflects both the successful divestiture of our insurance subsidiary and the strength of our core business amid a continued challenging operating environment. Record quarterly net income was accompanied by net interest margin expansion, improvement of our already strong asset quality metrics, and meaningful growth in our regulatory and tangible capital ratio. That these record results come on the heels of the most challenging quarter we have ever experienced is not lost on me. If anything, our second quarter financial and operating performance is a testament to the strength and resolve of our team to stay focused on serving our customers and communities, and executing strongly on our strategic priorities. Since a deposit-related fraud event we discovered and disclosed in early March, we have worked tirelessly to review and understand all the facts and identify every opportunity to prevent future occurrences, including engaging a third-party expert to support our review and advise on best practices for fraud prevention and detection, and implementing enhanced training. As we recorded the full exposure of this event in the first quarter, we have continued to aggressively pursue our legal rights and are actively seeking any and all recovery avenues. In the second quarter, this led us to add three individuals as defendants in our civil case, based on a forensic analysis of transaction activity. We are also pleased that our request for a receiver to oversee the defendants' multiple businesses was granted swiftly by the court. In the second quarter, we also recorded a small recovery of $143,000. While we cannot comment on the likelihood or timing of any criminal action, we have fully cooperated with law enforcement and promptly responded to all requests for information. We've been proactive and engaged with our executive team, board, regulators, and law enforcement and will continue to do so. We strive to bring the same transparency to our shareholders as we navigate the legal process. We expect to provide updates to our quarterly earnings disclosures and on our 10-Qs moving forward in the aftermath of this fraud event as appropriate, both in terms of what is meaningful to our results and expectations and what we are able to share given the ongoing litigation and law enforcement investigation. Our team's ability to vigorously manage this event while completing a successful and accretive transaction and driving solid core operating results is something I'm incredibly proud of. Record GAAP net income available to common shareholders was $25.3 million, or $1.62 per diluted share in the second quarter, compared to $1.7 million, or $0.11 per diluted share in the linked first quarter. Year-to-date, we reported a return on average assets of 90 basis points and an efficiency ratio of 75%. Setting aside expenses related to the March 2024 fraud event that were incurred during the first and second quarters of the year, as well as the second quarter gain associated with the SDN sale, our core business performed very well. Excluding the aforementioned items, normalized year-to-date ROAA was 1.07%, while our efficiency ratio was 66%. Diluted EPS on an adjusted basis was $1.12 and $0.96 in the first and second quarters of 2024, respectively. You'll find a non-GAAP reconciliation on these select and other metrics published in our second quarter 2024 investor presentation. Turning back to our reported GAAP results, certainly, the most significant driver of improvements from the prior period was the sale of our insurance subsidiary, SDN Insurance Agency to NFP Property Casualty Services. This strategic transaction, which we announced and closed on April 1, capitalized on strong valuations of insurance businesses in the market and what we believe was peak EBITDA margin for SDN. The sale generated a pretax gain of $13.5 million and eliminated $11.3 million of goodwill and other intangibles. As a result, we saw meaningful growth in our capital ratios, including a 60 basis point increase in our common equity Tier 1 ratio and a 69 basis point increase in our TCE ratio from March 31, 2024. I'm proud of our strong execution on this transaction and pleased with our ability to source capital in an accretive manner. Our core business is also performing well. Total loans dropped modestly during the quarter, as commercial growth was offset by anticipated and intentional runoff in our indirect portfolio, while total deposits were down 4.9%, reflecting the seasonality of our public deposit portfolio. Jack will dive deeper into the year-to-date cash flow, the type of yield we are seeing and our expectations through the second half of the year, but I'd first like to comment on the continued strength of our asset quality. 53% of total loans are commercial loans, which grew $47.2 million, or 1.7% during the second quarter. Our commercial franchise is well diversified by client type and geography with loan production offices in Suburban Maryland and Syracuse, New York, complementing our legacy Western and Central New York markets. Our lenders have both deep experience and relationships in our footprint, and their expertise contributes to the strong and stable credit quality metrics we've seen in our portfolio. We reported zero annualized net charge-offs to average loans for the commercial portfolio in the second quarter of 2024, following a similar result in the first quarter. Commercial nonperforming loans totaled $16.1 million at June 30, 2024, compared to $16.8 million at March 31. The majority of this continues to relate to the single commercial relationship that we placed on nonaccrual in the fourth quarter of 2023. We have seen softer commercial loan growth this year as general economic conditions remain unfavorable. Interest rate friction remains in place favoring the use of excess cash over higher rate borrowings for operating needs and commercial real estate. Our team continues to focus on rebuilding pipelines and paying close attention to our customers to ensure we meet their loan and deposit needs while monitoring credit performance. We continue to work with capable commercial operators and high-quality CRE sponsors without compromising our commitment to credit discipline in loan growth. On the consumer side, residential loans were relatively flat on a linked-quarter basis at $723.2 million, given the tight housing inventory and competitive landscape in our upstate New York markets. The credit quality of this asset class has been solid and consistent for us, and net charge-offs have remained relatively benign. Our indirect portfolio totaled $894.6 million on June 30, 2024, down $25.8 million, or 2.8% from March 31. We saw meaningful improvement in the indirect net charge-off ratio between periods from 128 basis points in the first quarter to 38 basis points in the second, and Jack will provide more detail on indirect charge-offs and delinquencies and how they flow through our provision in just a moment. Overall, we remain very confident in the health of our loan portfolio and associated asset quality metrics and are pleased with the linked-quarter improvement we experienced. I'd now like to turn the call over to Jack for additional details on financial results and 2024 guidance.

Thank you, Marty. Good morning, everyone. At the start of the year, we guided to low single-digit loan growth and indicated that we believe we've reached a bottom on margin. That held true as we achieved net interest margin stability in the first quarter and a lift in the second. We reported a net interest margin on a fully taxable equivalent basis of 287 basis points for the second quarter of 2024, up 9 basis points from 278 in the linked first quarter. Interest-earning asset yields increased 7 basis points, while the overall cost of funds declined 2 basis points. Net interest income of $41.2 million for the second quarter was up $1.1 million from the first quarter of 2024. Margin expansion and net interest income growth have come as we've been able to reinvest cash flows into higher-yielding originations. Year-to-date actual cash flow from the loan portfolio was about $428 million. All originations were $448 million. This is a bit lighter than what we've modeled for the first half of the year, but not significantly. Through the first half of the year, loan originations have come on with net yields above 8%, replacing loans rolling off at an average yield of about 6.65%. Furthermore, cash flows from our investment securities portfolio continue to provide opportunities to improve overall yield on the balance sheet. Looking out over the second half of the year, we're budgeting about $550 million in total cash flow from our loan and securities portfolio, providing ample opportunity to drive margin expansion. For the next 12 months, we continue to expect more than $1 billion in total cash flow. As Marty mentioned, the linked-quarter decline in deposits was largely due to seasonal outflows in our public, municipal portfolio, along with a reduction in broker CDs, while we continue to experience disintermediation into higher-cost time deposits in the ongoing higher rate environment. We were able to reduce short-term borrowings and broker deposits late in the first quarter, which brought our overall cost of funds down between periods. Looking at our total deposit portfolio, relative to the magnitude of FOMC rate increases that occurred in 2022 and 2023, we have experienced a cycle-to-date beta of 48%. Excluding the cost of time deposits, the non-maturity deposit portfolio had a beta of 29%. Given FOMC expectations and internal modeling, we expect the trajectory of cost of funds to continue to flow throughout 2024. Noninterest income totaled $24 million in the first quarter, up $13.1 million on a linked-quarter basis as we reported a $13.5 million gain on sale in the current quarter related to our insurance subsidiary transaction. Excluding this gain, noninterest income of $10.5 million was down only $407,000 quarter-over-quarter as increases in several areas partially offset the decline in insurance revenue. The results for the second quarter exclude all operations of the insurance agency, which was sold on April 1. We placed the historic tax credit investment with the New York State refundable component into service in the second quarter, resulting in a $406,000 net gain compared to a net loss of $375,000 in the linked first quarter. With the large majority of committed projects and service, we expect it will be several quarters before we have capacity through meaningful investments and additional tax credits. Income from limited partnerships increased $461,000, driven by the favorable performance of underlying investments, and swap fees more than doubled from the linked quarter of $203,000 due to increased back-to-back swap activity in the second quarter. Revenue from Courier Capital, our wealth management firm with $3 billion in assets under management, along with our branch-delivered retail wealth offering, totaled a combined $2.8 million in the second quarter, up $197,000 or 7.6% in the first quarter. Positive trends in the overall market were the primary driver of this growth. Noninterest expense was $33 million in the second quarter of 2024, compared to $54 million in the linked period. Excluding fraud event-related expenses from both periods, noninterest expense declined $2.2 million or 6.2%. This was primarily due to lower salaries and employee benefits expenses as a result of our April 1 insurance subsidiary sale, lower occupancy and equipment costs due to seasonality in our markets relative to snowplowing charges, and lower professional services expenses. We recorded a provision for credit losses of $2 million in the second quarter of 2024 compared to a benefit of $5.5 million in the first quarter. As a reminder, indirect delinquencies impact the qualitative factor of our model and are purely quantitative in nature, corresponding to a range of delinquencies in the portfolio over the look-back period since 2006. You'll recall we saw a considerable reduction in indirect delinquencies between year-end 2023 and March 31, 2024, which drove improvement in the qualitative factor and contributed to the first quarter 2024 reserve release. As delinquencies are a leading indicator of charge-offs, we saw a notable reduction in indirect net charge-offs in the second quarter of 2024, at just $844,000 or an annualized 38 basis points of average loans in this portfolio. While indirect delinquencies ticked up a bit in the second quarter, contributing to our reserve build in the recent period, they remain 38% less than where they were at year-end. We continue to expect overall charge-offs to fall within our guided annual range. Income tax expense was $4.5 million in the quarter, representing an effective tax rate of 15%. Our accumulated other comprehensive loss was $125.8 million at June 30, 2024, a decrease of about $490,000 from March 31. We reported a TCE ratio at June 30 of 6.41% and tangible common book value per share of $25.17. Excluding the AOCI impact, the TCE ratio and tangible common book value per share would have been 8.27% and $32.44, respectively. We continue to expect these metrics to return to more normalized levels over time given the high credit quality and cash flow nature of our investment portfolio. I will now provide an update on our guidance for the second half of 2024. We now expect the 2024 effective tax rate to fall within a range of 11% to 13%, including the impact of the fraud event in the first quarter, the SDN sale in the second quarter, and the additional tax credit investments placed in service in the current quarter and recent years. The noninterest income and expense guidance we shared on our April investor call regarding the sale of SDN remains unchanged, including recurring quarterly noninterest income of $8.5 million to $9 million and noninterest expense of $33 million to $34 million per quarter. This guidance excludes income related to investment tax credits, limited partnerships, and gains or losses on investment securities and assets, including from the SDN sale. At this time, we are also maintaining our previous guidance on loan and deposit growth of between 1% to 3%, a net interest margin of between 285 to 295 basis points, and full-year net charge-offs within our annualized historical range of 30 to 40 basis points. That concludes my prepared remarks and updated guidance.

Thank you, Jack. Our continued focus on liquidity, capital, and earnings led to strong second quarter 2024 outcomes, including a common equity Tier 1 ratio surpassing 10%, up 60 basis points from March 31, 2024, and up 93 basis points from June 30, 2023, along with meaningful growth in tangible common book value per share of 9% and 16% from the end of the linked and year-ago quarters, respectively. The stronger capital position we are in today will allow us to better capitalize on future opportunities. Substantive improvement in capital has followed meaningful progress bolstering liquidity in the last 18 months, and we look forward to building on the positive momentum of our core business to deliver sustained incremental improvement in operating performance in the quarters ahead. That concludes our prepared remarks. Operator, please open the call for questions.

Our first question comes from Damon DelMonte of KBW. Your line is now open. Please go ahead.

Hi, good morning, everyone. Hope you're all doing well, and thanks for taking my questions. So first question I had was just on the margin, Jack. I was hoping you could just kind of give us a refreshed look on your expected response to the margin should we start to see some cuts by the Fed, at least one here in the back half of the year and just a little bit longer out as we look into 2025, if there starts to be more cuts, just kind of how the margin is positioned?

Sure, Damon. So thanks for the question. We're fairly neutral to the first couple of cuts from the Fed. But as we look out on a longer-term basis, we have a pretty short duration on our CD portfolio and on our public and reciprocal portfolios, which are sizable. Those would be the first to see some downward shift. I think that if the Fed is more aggressive in 2025, that it does provide some benefits to margin, but the first couple of cuts will be fairly neutral.

Got it. Okay. Thank you. And your guidance does not include any cuts by the Fed, correct?

That's correct.

All right, great. And then, with respect to the loan growth, I appreciate the color there, 1% to 3%, kind of being driven by commercial. Is the commercial growth going to be split between C&I and CRE? Are you feeling a little bit more confident about one area over the other?

Good morning. It's Marty. Actually, we're thinking about the growth in terms of both CRE and C&I. I think it's not unique to either segment; they're both thinking carefully about taking on debt, taking out and pursuing projects in the higher rate environment and trying to use our own cash. So, but we are canvassing all of our commercial activities from small business C&I to CRE.

Got it. Okay, great. Okay, that's all that I had for now. I'll step back. Thank you.

Thanks, Damon.

The next question comes from the line of Matthew Breese of Stephens. Your line is now open. Please go ahead.

Hi. Good morning. I was hoping you can touch on fee income and can guide a little bit. I know there's some moving parts with nonoperating items this quarter, and then backing out some of the limited partnership stuff. I guess in short, is this quarter's run rate a decent, something we should use going forward for the rest of the year?

Yes. It certainly is, especially since it reflects the impact of all of the operations of SDN. So it's a good proxy for the next couple of quarters.

And then I was hoping for an update on what is the percentage of pure floating rate loans priced off prime or so far on the balance sheet? And what is the blended yield on those loans versus everything else, versus the fixed and adjustable risk portfolio?

Yes. The floating rate portfolio, which is SOFR prime-based, equates to about 38% of total loans. I would approximate around 8%.

Does that kind of imply that the fixed rate portion is kind of in the low 5% range? And just curious what new commercial real estate yields and new fixed rate yields are coming on?

Yes. We actually put a slide in the investor presentation that shows the yields that are rolling off the portfolio. So that's on Slide 25, you can see the roll-off yield that we've experienced in 2023 and then in the second quarter across all of our portfolios. On the CRE side, we saw yields coming off around 7%, C&I of 6.8% down to the residential side of 4%. The new originations that we've been experiencing in the portfolio have been coming on at around 8%.

And then two other quick ones. One, any idea on provisioning? It's been a little bit all over the place the last handful of quarters; just given where the reserve is and expectations for charge-offs, $5 million a quarter feels like the right place to be, and I'm just curious if that kind of syncs up with your expectations?

Given the credit performance in the portfolio and loan growth for the rest of the year, that's probably a little high. A lot of the provisioning fluctuations we saw in the first and second quarters were driven by delinquency trends in the indirect portfolio, which have largely stabilized versus where they were in the third and fourth quarters of last year. We did see a little bit of a pickup, but it's down significantly from where it was at year-end.

December growth.

Yes. The lower level of loan growth is just driving that small sell. I'm comfortable with the 99 basis points coverage ratio of 1%. Provisioning expectations for the rest of the year will be influenced by national unemployment forecast, which is our primary loss driver, loan growth, and charge-offs.

And then last one for me is, I think you have roughly $35 million in sub debt reaching a reset date next year. I'm just curious on any plans there, whether it's just to pay it off or do some sort of preemptive raise ahead of it?

Yes. We're reviewing our capital stack strategically. We have two facilities that actually are repricing next year. We're evaluating the potential to reissue that in the market or potentially replace it with alternative forms of capital.

Great. Okay. That's everything for me. I appreciate you taking all the questions. Thank you.

Thanks, Matt.

As there are no additional questions waiting at this time, I'd like to hand the conference back over to Marty Birmingham for closing remarks.

Thank you, everybody, for participating this morning. We look forward to talking to you again with our third quarter release.

Ladies and gentlemen, I'd like to thank you for joining today's call. Have a great rest of your day. You may now disconnect your lines.