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CHEMUNG FINANCIAL CORP - Quarter Report: 2012 September (Form 10-Q)

chmg930201210q.htm
 
 
 

 
 

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON D.C. 20549
 
   FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 
For Quarterly period ended September 30, 2012
Or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
Commission File No. 0-13888
 
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 New York
16-1237038
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification No.
 
One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY
14902
(Address of principal executive offices)
(Zip Code)
 
(607) 737-3711 or (800) 836-3711
 
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES:    X         NO:____
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
YES:    X        NO:____
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[   ]
Non-accelerated filer
[   ]
Accelerated filer
[   ]
Smaller reporting company
[X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
YES:             NO:  X
 
The number of shares of the registrant's common stock, $.01 par value, outstanding on November 12, 2012 was
4,572,875.

 
 

 
 
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

PART I.
FINANCIAL INFORMATION
PAGE
     
Item 1:
Financial Statements – Unaudited
 
     
 
Consolidated Balance Sheet
3
 
Consolidated Statements of Income
4
 
Consolidated Statements of Comprehensive Income
5
 
Consolidated Statements of Shareholders’ Equity
6
 
Consolidated Statements of Cash Flows
7
     
 
Notes to Unaudited Consolidated Financial Statements
9
     
Item 2:
Management's Discussion and Analysis of Financial Condition
and Results of Operations
40
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
56
     
Item 4:
Controls and Procedures
56
     
PART II.
OTHER INFORMATION
57
     
Item 1A:
Risk Factors
57
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
57
     
Item 6:
Exhibits
58
     
SIGNATURES
 
59
     
INDEX TO EXHIBITS
 


 
2
 

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
                                                  CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                                                                          CONSOLIDATED BALANCE SHEETS
                                                                                                (UNAUDITED)
   
SEPTEMBER 30, 2012
   
DECEMBER, 31,
2011
 
ASSETS
           
Cash and due from financial institutions
 
$
35,323,663
   
$
28,204,699
 
Interest-bearing deposits in other financial institutions
   
45,908,073
     
24,697,154
 
     Total cash and cash equivalents
   
81,231,736
     
52,901,853
 
                 
Trading assets, at fair value
   
274,995
     
294,381
 
Securities available for sale, at estimated fair value
   
253,668,954
     
280,869,810
 
Securities held to maturity, estimated fair value of $6,881,172 at September 30,
2012 and $9,175,956 at December 31, 2011
   
6,162,503
     
8,311,921
 
Federal Home Loan Bank and Federal Reserve Bank Stock, at cost
   
4,760,500
     
5,509,350
 
Loans, net of deferred origination fees and costs, and unearned income
   
876,358,135
     
796,915,177
 
Allowance for loan losses
   
(10,827,971
)
   
(9,659,320
)
Loans, net
   
865,530,164
     
787,255,857
 
                 
Loans held for sale
   
1,164,750
     
395,427
 
Premises and equipment, net
   
24,862,825
     
24,762,405
 
Goodwill
   
21,824,443
     
21,983,617
 
Other intangible assets, net
   
5,382,282
     
6,190,540
 
Bank owned life insurance
   
2,689,944
     
2,625,104
 
Other assets
   
19,426,761
     
25,159,322
 
                 
     Total assets
 
$
1,286,979,857
   
$
1,216,259,587
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
  Non-interest-bearing
 
$
302,508,720
   
$
258,835,961
 
  Interest-bearing
   
780,666,800
     
739,656,878
 
     Total deposits
   
1,083,175,520
     
998,492,839
 
                 
Securities sold under agreements to repurchase
   
32,917,656
     
37,106,842
 
Federal Home Loan Bank term advances
   
28,045,741
     
43,343,918
 
Accrued interest payable
   
462,902
     
800,148
 
Dividends payable
   
1,143,770
     
1,141,081
 
Other liabilities
   
8,354,161
     
9,445,319
 
     Total liabilities
   
1,154,099,750
     
1,090,330,147
 
                 
Shareholders' equity:
               
Common stock, $.01 par value per share, 10,000,000 shares authorized;
  5,310,076 issued at September 30, 2012 and December 31, 2011
   
53,101
     
53,101
 
Additional-paid-in capital
   
45,537,843
     
45,582,861
 
Retained earnings
   
106,091,543
     
100,628,900
 
Treasury stock, at cost (734,997 shares at September 30, 2012;
  741,003 shares at December 31, 2011)
   
(18,730,525
)
   
(18,894,044
)
Accumulated other comprehensive income (loss)
   
(71,855
)
   
(1,441,378
)
                 
     Total shareholders' equity
   
132,880,107
     
125,929,440
 
                 
     Total liabilities and shareholders' equity
 
$
1,286,979,857
   
$
1,216,259,587
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
3

 

                                                CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                                                               CONSOLIDATED STATEMENTS OF INCOME
                                                                                              (UNAUDITED)
 
Nine Months Ended
 
Three Months Ended
 
September 30,
 
September 30,
 
September 30,
     
September 30,
 
Interest and dividend income:
 
2012
   
2011
 
2012
   
2011
 
Loans, including fees
$
34,078,132
 
$
31,456,406
 
$
11,373,583
 
$
11,673,216
 
Taxable securities
 
4,142,224
   
4,347,409
   
1,306,484
     
1,504,393
 
Tax exempt securities
 
976,622
   
1,035,068
   
300,374
     
350,557
 
Interest-bearing deposits
 
122,693
   
166,955
   
34,573
     
65,139
 
  Total interest and dividend income
 
39,319,671
   
37,005,838
   
13,015,014
     
13,593,305
 
                           
Interest expense:
                         
Deposits
 
2,532,630
   
3,325,900
   
774,741
     
1,138,130
 
Borrowed funds
 
868,131
   
783,022
   
234,155
     
285,084
 
Securities sold under agreements to repurchase
 
763,343
   
1,056,095
   
231,043
     
326,542
 
  Total interest expense
 
4,164,104
   
5,165,017
   
1,239,939
     
1,749,756
 
Net interest income
 
35,155,567
   
31,840,821
   
11,775,075
     
11,843,549
 
Provision for loan losses
 
753,897
   
833,333
   
225,000
     
583,333
 
  Net interest income after provision for loan losses
 
34,401,670
   
31,007,488
   
11,550,075
     
11,260,216
 
                           
Other operating income:
                         
  Wealth management group fee income
 
5,170,016
   
5,131,119
   
1,667,628
     
1,746,958
 
  Service charges on deposit accounts
 
3,143,061
   
3,180,733
   
1,110,897
     
1,130,824
 
  Net gain on securities transactions
 
300,516
   
1,108,091
   
597
     
428,882
 
  Other-than-temporary loss on investment
    securities:
                         
  Total impairment losses
 
-
   
(67,400
)
 
-
     
(67,400
)
  Loss recognized in other comprehensive income
 
-
   
-
   
-
     
-
 
    Net impairment loss recognized in earnings
 
-
   
(67,400
)
 
-
     
(67,400
)
  Net gain on sales of loans held for sale
 
270,265
   
132,902
   
125,885
     
53,571
 
  Casualty gains
 
790,248
   
-
   
9,813
     
-
 
  Gains on sales of other real estate owned
 
20,426
   
89,404
   
-
     
442
 
  Income from bank owned life insurance
 
64,840
   
65,932
   
21,571
     
22,321
 
  Other
 
3,328,329
   
3,779,231
   
1,123,830
     
1,012,865
 
     Total other operating income
 
13,087,701
   
13,420,012
   
4,060,221
     
4,328,463
 
                           
Other operating expenses:
                         
  Salaries and wages
 
13,710,584
   
12,534,215
   
4,661,858
     
4,272,613
 
  Pension and other employee benefits
 
4,137,878
   
3,296,814
   
1,381,401
     
1,172,044
 
  Net occupancy expenses
 
3,849,173
   
3,663,005
   
1,269,165
     
1,230,490
 
  Furniture and equipment expenses
 
1,599,842
   
1,549,048
   
503,995
     
486,518
 
  Data processing expense
 
3,279,379
   
2,881,150
   
971,601
     
976,050
 
  Amortization of intangible assets
 
808,258
   
753,192
   
260,069
     
288,001
 
  Marketing and advertising expense
 
915,632
   
790,797
   
270,567
     
307,986
 
  Losses on sales of other real estate owned
 
92,430
   
1,671
   
67,503
     
-
 
  Other real estate owned expenses
 
286,137
   
86,040
   
154,238
     
37,549
 
  FDIC insurance
 
615,360
   
737,281
   
205,317
     
294,897
 
  Merger related expenses
 
30,145
   
2,243,919
   
21,600
     
20,500
 
  Other
 
4,874,856
   
4,724,854
   
1,625,686
     
1,530,740
 
     Total other operating expenses
 
34,199,674
   
33,261,986
   
11,393,000
     
10,617,388
 
Income before income tax expense
 
13,289,697
   
11,165,514
   
4,217,296
     
4,971,291
 
Income tax expense
 
4,397,279
   
3,589,455
   
1,383,451
     
1,680,351
 
     Net income
$
8,892,418
 
$
7,576,059
 
$
2,833,845
   
$
3,290,940
 
Weighted average shares outstanding
 
4,639,985
   
4,297,777
   
4,641,547
     
4,637,392
 
Basic and diluted earnings per share
$
1.92
 
$
1.76
 
$
0.61
   
$
0.71
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
4

 

                                                CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                                               NSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                                          (UNAUDITED)
 
Nine Months Ended
September 30
 
Three Months Ended
September 30,
 
   
2012
   
2011
 
2012
   
2011
 
                         
Net income
 
$
8,892,418
 
$
7,576,059
 
$
2,833,845
   
$
3,290,940
 
                             
Other comprehensive income
                           
Unrealized holding gains on securities available for sale
   
1,633,195
   
5,448,351
   
959,668
     
294,210
 
Change in unrealized gains (losses) on securities available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings, net of reclassification
   
-
   
27,725
   
-
     
(9,425
)
Reclassification adjustment gains realized in net income
   
(300,516
)
 
(1,108,091
)
 
(597
)
   
(428,882
)
Net unrealized gains (losses)
   
1,332,679
   
4,367,985
   
959,071
     
(144,097
)
Less:  Tax effect
   
544,460
   
1,689,798
   
368,668
     
(55,746
)
Net of tax amount
   
788,219
   
2,678,187
   
590,403
     
(88,351
)
                             
Change in funded status of defined benefit pension plan and other benefit plans
   
944,286
   
464,097
   
314,762
     
154,699
 
Less:  Tax effect
   
362,982
   
179,541
   
120,994
     
59,847
 
Net of tax amount
   
581,304
   
284,556
   
193,768
     
94,852
 
                             
Total other comprehensive income
   
1,369,523
   
2,962,743
   
784,171
     
6,501
 
                             
Comprehensive income
 
$
10,261,941
 
$
10,538,802
 
$
3,618,016
   
$
3,297,441
 
                             
                             
                             
See accompanying notes to unaudited consolidated financial statements.


 
5

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
   
Common Stock
   
Additional Paid-in Capital
   
Retained Earnings
   
Treasury Stock
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balances at December 31, 2010
 
$
43,001
   
$
22,022,122
   
$
94,407,620
   
$
(19,166,655
)
 
$
102,475
   
$
97,408,563
 
Net income
   
-
     
-
     
7,576,059
     
-
     
-
     
7,576,059
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
2,962,743
     
2,962,743
 
Restricted stock awards
   
-
     
21,226
     
-
     
-
     
-
     
21,226
 
Restricted stock units for directors' deferred compensation plan
   
-
     
61,129
     
-
     
-
     
-
     
61,129
 
Cash dividends declared ($.75 per share)
   
-
     
-
     
(3,175,394
)
   
-
     
-
     
(3,175,394
)
Distribution of 10,378 shares of treasury stock for directors’
  compensation
   
-
     
(33,831
)
   
-
     
265,262
     
-
     
231,431
 
Distribution of 2,392 shares of treasury stock for employee
  compensation
   
-
     
(6,140
)
   
-
     
61,140
     
-
     
55,000
 
Distribution of 286 shares of treasury stock for deferred directors’
  compensation
   
-
     
(7,364
)
   
-
     
7,310
             
(54
)
Distribution of 4,387 shares of treasury stock for employee
  restricted stock awards
   
-
     
(60,800
)
   
-
     
112,090
     
-
     
51,290
 
Purchase of 13,981 shares of treasury stock
   
-
     
-
     
-
     
(327,413
)
   
-
     
(327,413
)
Sale of 3,900 shares of treasury stock
   
-
     
(10,101
)
   
-
     
99,606
     
-
     
89,505
 
Issuance of 1,009,942 shares related to FOFC Merger
   
10,100
     
23,723,538
     
-
     
-
     
-
     
23,733,638
 
Balances at September 30, 2011
 
$
53,101
   
$
45,709,779
   
$
98,808,285
   
$
(18,948,660
)
 
$
3,065,218
   
$
128,687,723
 
                                                 
Balances at December 31, 2011
 
$
53,101
   
$
45,582,861
   
$
100,628,900
   
$
(18,894,044
)
 
$
(1,441,378
)
 
$
125,929,440
 
Net income
   
-
     
-
     
8,892,418
     
-
     
-
     
8,892,418
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
1,369,523
     
1,369,523
 
Restricted stock awards
   
-
     
61,062
     
-
     
-
     
-
     
61,062
 
Restricted stock units for directors' deferred compensation plan
   
-
     
65,151
     
-
     
-
     
-
     
65,151
 
Cash dividends declared ($.75 per share)
   
-
     
-
     
(3,429,775
)
   
-
     
-
     
(3,429,775
)
Distribution of 10,238 shares of treasury stock for directors'
  compensation
   
-
     
(28,121
)
   
-
     
261,069
     
-
     
232,948
 
Distribution of 3,453 shares of treasury stock for employee
  compensation
   
-
     
(8,052
)
   
-
     
88,052
     
-
     
80,000
 
Distribution of 3,240 shares of treasury stock for deferred directors’
  compensation
   
-
     
(81,747
)
   
-
     
82,588
             
841
 
Distribution of 2,095 shares of treasury stock for employee
    restricted stock awards
   
-
     
(53,412
)
   
-
     
53,412
     
-
     
-
 
Purchase of 23,120 shares of treasury stock
   
-
     
-
     
-
     
(579,051
)
   
-
     
(579,051
)
Sale of 10,100 shares of treasury stock
   
-
     
101
     
-
     
257,449
     
-
     
257,550
 
Balances at September 30, 2012
 
$
53,101
   
$
45,537,843
   
$
106,091,543
   
$
(18,730,525
)
 
$
(71,855
)
 
$
132,880,107
 
See accompanying notes to unaudited consolidated financial statements.
 

 
6

 

                                        CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
   
Nine Months Ended
September 30,
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
2012
   
2011
 
Net income
 
$
8,892,418
   
$
7,576,059
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of intangible assets
   
808,258
     
753,192
 
Provision for loan losses
   
753,897
     
833,333
 
Depreciation and amortization of fixed assets
   
2,187,234
     
2,129,738
 
Amortization of premiums on securities, net
   
1,343,743
     
960,973
 
Gains on sales of loans held for sale, net
   
(270,265
)
   
(132,902
)
Proceeds from sales of loans held for sale
   
8,992,854
     
5,523,214
 
Loans originated and held for sale
   
(9,491,912
)
   
(4,977,727
)
Net losses (gains) on sale of other real estate owned
   
72,004
     
(87,733
)
Net (gains) losses on trading assets
   
(28,261
)
   
14,966
 
Net gains on securities transactions
   
(300,516
)
   
(1,108,091
)
Net impairment loss recognized on investment securities
   
-
     
67,400
 
Proceeds from sales of trading assets
   
96,498
     
-
 
Purchase of trading assets
   
(48,851
)
   
(264,244
)
Decrease in other assets
   
4,294,238
     
3,001,325
 
Decrease (increase) in prepaid FDIC assessment
   
559,406
     
(49,464
)
Decrease in accrued interest payable
   
(337,246
)
   
(265,000
)
Expense related to restricted stock units for directors' deferred compensation plan
   
65,151
     
61,129
 
Expense related to employee stock compensation
   
80,000
     
55,000
 
Expense related to employee stock awards
   
61,062
     
21,226
 
Decrease in other liabilities
   
(820,424
)
   
(2,243,010
)
Income from bank owned life insurance
   
(64,840
)
   
(65,932
)
     Net cash provided by operating activities
   
16,844,448
     
11,803,452
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales and calls of securities available for sale
   
70,370,086
     
67,741,210
 
Proceeds from maturities and principal collected on securities available for sale
   
21,396,640
     
23,608,123
 
Proceeds from maturities and principal collected on securities held to maturity
   
3,731,924
     
3,448,732
 
Purchases of securities available for sale
   
(64,276,418
)
   
(95,911,022
)
Purchases of securities held to maturity
   
(1,582,507
)
   
(3,319,281
)
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock
   
(26,250
)
   
(1,002,500
)
Redemption of Federal Home Loan Bank and Federal Reserve Bank stock
   
775,100
     
237,250
 
Purchases of premises and equipment
   
(2,287,654
)
   
(1,307,723
)
Cash paid Fort Orange Financial Corporation acquisition
   
-
     
(8,137,816
)
Cash received Fort Orange Financial Corporation acquisition
   
-
     
33,284,995
 
Proceeds from sales of other real estate owned
   
294,229
     
356,207
 
Net increase in loans
   
(78,356,344
)
   
(10,967,168
)
     Net cash (used) provided by investing activities
   
(49,961,194
)
   
8,031,007
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in demand deposits, NOW accounts, savings accounts,
     and insured money market accounts
   
112,724,881
     
70,452,474
 
Net decrease in time deposits and individual retirement accounts
   
(28,042,200
)
   
(15,073,756
)
Net decrease in securities sold under agreements to repurchase
   
(4,189,186
)
   
(13,889,730
)
Repayments of Federal Home Loan Bank long term advances
   
(15,298,177
)
   
(317,990
)
Purchase of treasury stock
   
(579,051
)
   
(327,413
)
Sale of treasury stock
   
257,449
     
89,505
 
Cash dividends paid
   
(3,427,087
)
   
(2,914,582
)
     Net cash provided by financing activities
   
61,446,629
     
38,018,508
 
Net increase in cash and cash equivalents
   
28,329,883
     
57,852,967
 
Cash and cash equivalents, beginning of period
   
52,901,853
     
60,619,777
 
Cash and cash equivalents, end of period
 
$
81,231,736
   
$
118,472,744
 

 
7

 

(continued)

Supplemental disclosure of cash flow information:
               
Cash paid during the year for:
               
  Interest
 
$
4,501,350
   
$
5,126,397
 
  Income Taxes
 
$
3,500
   
$
3,340,847
 
Supplemental disclosure of non-cash activity:
               
  Transfer of loans to other real estate owned
 
$
512,686
   
$
308,976
 
                 
                 
See accompanying notes to unaudited consolidated financial statements.
               

 
8

 

                          CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                     NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.           Basis of Presentation

Chemung Financial Corporation (the "Corporation"), through its wholly owned subsidiaries, Chemung
Canal Trust Company (the "Bank") and CFS Group, Inc., a financial services company, provides a wide
range of banking, financing, fiduciary and other financial services to its local market area.  The
consolidated financial statements include the accounts of the Corporation and its wholly owned
subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.

The data in the consolidated balance sheet as of December 31, 2011 was derived from the audited
consolidated financial statements in the Corporation's 2011 Annual Report on Form 10-K, which was
filed with the Securities and Exchange Commission on March 28, 2012.  That data, along with the other
interim financial information presented in the consolidated balance sheets, statements of income,
comprehensive income and shareholders' equity, and cash flows should be read in conjunction with the
audited consolidated financial statements, including the notes thereto, contained in the 2011 Annual
Report on Form 10-K.  Amounts in prior periods' consolidated interim financial statements are
reclassified whenever necessary to conform to the current period's presentation.

The consolidated financial statements included herein reflect all adjustments which are, in the opinion of
management, of a normal recurring nature and necessary to present fairly the Corporation's financial
position as of September 30, 2012 and December 31, 2011, and results of operations for the three and
nine-month periods ended September 30, 2012 and 2011, and changes in shareholders' equity and cash
flows for the nine-month periods ended September 30, 2012 and 2011. Subsequent events were
evaluated for any required recognition or disclosure. The results for the periods presented are not
necessarily indicative of results to be expected for the entire fiscal year or any other interim period.


2.           Earnings Per Common Share

Basic earnings per share is net income divided by the weighted average number of common shares
outstanding during the period.  Issuable shares, including those related to directors’ restricted stock units
and directors’ stock compensation, are considered outstanding and are included in the computation of
basic earnings per share.  All outstanding unvested share based payment awards that contain rights to
nonforfeitable dividends are considered participating securities for this calculation. Restricted stock
awards are grants of participating securities.  The impact of the participating securities on earnings per
share is not material.  Earnings per share information is adjusted to present comparative results for stock
splits and stock dividends that occur.  Earnings per share were computed by dividing net income by
4,639,985 and 4,297,777 weighted average shares outstanding for the nine-month periods ended
September 30, 2012 and 2011, respectively and 4,641,547 and 4,637,392 weighted average shares
outstanding for the three-month periods ended September 30, 2012 and 2011, respectively.  There were
no dilutive common stock equivalents during the three and nine-month periods ended September 30,
2012 or 2011.

 
9

 

3.           Adoption of New Accounting Standards

In May, 2011, the FASB issued an amendment to achieve common fair value measurement and
disclosure requirements between U.S. and international accounting principles.  Overall, the guidance is
consistent with existing U.S. accounting principles; however, there are some amendments that change a
particular principle or requirement for measuring fair value or for disclosing information about fair value
measurements.  The amendments in this guidance are effective for interim and annual reporting periods
beginning after December 15, 2011.  The effect of adopting this standard did not have a material effect
on the Corporation’s operating results or financial condition, but the additional disclosures are included
in Note 4.

In June 2011, the FASB amended existing guidance and eliminated the option to present the components
of other comprehensive income as part of the statement of changes in shareholders’ equity. The
amendment requires that comprehensive income be presented in either a single continuous statement or
in two separate consecutive statements.  The amendments in this guidance are effective as of the
beginning of a fiscal reporting year, and interim periods within that year, that begins after December 15,
2011.  In connection with the adoption of this amendment, the Corporation changed the presentation of
the statement of comprehensive income for the Corporation to two consecutive statements instead of
presenting it as part of the consolidated statements of shareholders’ equity.


4.           Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date.  There are three levels of inputs that may be used to measure fair
value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the
entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices
for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions
about the assumptions that market participants would use in pricing an asset or liability.

The Corporation used the following methods and significant assumptions to estimate fair value:

Investment Securities:  The fair values of securities available for sale are usually determined by
obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or matrix
pricing, which is a mathematical technique widely used to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying on the securities'
relationship to other benchmark quoted securities (Level 2 inputs).

 
10

 

The Corporation's investment in collateralized debt obligations consisting of pooled trust preferred
securities which are issued by financial institutions were historically priced using Level 2 inputs.  The
lack of observable inputs and market activity in this class of investments has been significant and
resulted in unreliable external pricing.  Broker pricing and bid/ask spreads, when available, have varied
widely.  The once active market has become comparatively inactive. As a result, these investments are
now priced using Level 3 inputs.

The Corporation utilizes an external model for pricing these securities. This is the same model used in
determining other-than-temporary impairment (“OTTI”) as further described in Note 8.  Information
such as historical and current performance of the underlying collateral, deferral/default rates, collateral
coverage ratios, break in yield calculations, cash flow projections, liquidity and credit premiums
required by a market participant, and financial trend analysis with respect to the individual issuing
financial institutions, are utilized in determining individual security valuations. Discount rates were
utilized along with the cash flow projections in order to calculate an appropriate fair value.  These
discount rates were calculated based on industry index rates and adjusted for various credit and liquidity
factors.  Due to current market conditions as well as the limited trading activity of these securities, the
market value of the securities is highly sensitive to assumption changes and market volatility.

Trading Assets:  Securities that are held to fund a deferred compensation plan are recorded at fair value
with changes in fair value included in earnings.  The fair values of trading assets are determined by
quoted market prices (Level 1 inputs).

Impaired Loans:  At the time a loan is considered impaired, it is valued at the lower of cost or fair value.  
Impaired loans carried at fair value have been partially charged-off or receive specific allocations as part
of the allowance for loan loss accounting.  For collateral dependent loans, fair value is commonly based
on real estate appraisals.  These appraisals may utilize a single valuation approach or a combination of
approaches including comparable sales and the income approach.  Adjustments are routinely made in the
appraisal process by independent appraisers to adjust for differences between the comparable sales and
income data available.  Such adjustments are usually significant and typically result in a Level 3
classification of the inputs for determining fair value.  Non-real estate collateral may be valued using an
appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or
discounted based on management’s historical knowledge, changes in market conditions from the time of
the valuation, and management’s expertise and knowledge of the client and client’s business, typically
resulting in a Level 3 fair value classification.  Impaired loans are evaluated on a quarterly basis for
additional impairment and adjusted accordingly.

Other Real Estate Owned:  Assets acquired through or instead of loan foreclosures are initially recorded
at fair value less costs to sell when acquired, establishing a new cost basis.  These assets are
subsequently accounted for at lower of cost or fair value less estimated costs to sell.  Fair value is
commonly based on recent real estate appraisals. These appraisals may utilize a single valuation
approach or a combination of approaches including comparable sales and the income approach.
Adjustments are routinely made in the appraisal process by independent appraisers to adjust for
differences between the comparable sales and income data available. Such adjustments are usually
significant and typically result in a Level 3 classification of the inputs for determining fair value.

 
11

 

Appraisals for both collateral-dependent impaired loans and other real estate owned (“OREO”) are
performed by certified general appraisers (for commercial properties) or certified residential appraisers
(for residential properties) whose qualifications and licenses have been reviewed and verified by the
Corporation.  Once received, appraisals are reviewed for reasonableness of assumptions, approaches
utilized, Uniform Standards of Professional Appraisal Practice and other regulatory compliance, as well
as the overall resulting fair value in comparison with independent data sources such as recent market
data or industry-wide statistics.  Appraisals are generally completed within the previous 12 month period
prior to a property being placed into OREO.  On impaired loans, appraisal values are adjusted based on
the age of the appraisal, the position of the lien, the type of the property and its condition.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

     
Fair Value Measurement at
September 30, 2012 Using
 
Financial Assets:
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Obligations of U.S. Government and U.S.
  Government sponsored enterprises
 
$
146,650,654
   
$
37,917,000
   
$
108,733,654
   
$
-
 
Mortgage-backed securities, residential
   
36,285,767
     
-
     
36,285,767
     
-
 
Obligations of states and political subdivisions
   
41,609,614
     
-
     
41,609,614
     
-
 
Collateralized mortgage obligations
   
4,727,378
     
-
     
4,727,378
     
-
 
Corporate bonds and notes
   
13,764,840
     
-
     
13,764,840
     
-
 
SBA loan pools
   
1,783,390
     
-
     
1,783,390
     
-
 
Trust Preferred securities
   
2,462,006
     
-
     
2,016,406
     
445,600
 
Corporate stocks
   
6,385,305
     
5,731,308
     
653,997
     
-
 
Total available for sale securities
 
$
253,668,954
   
$
43,648,308
   
$
209,575,046
   
$
445,600
 
                                 
Trading assets
 
$
274,995
   
$
274,995
   
$
-
   
$
-
 

     
Fair Value Measurement at
December 31, 2011 Using
 
Financial Assets:
 
Fair Value
   
Quoted Prices
in Active Markets for Identical Assets
 (Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
152,079,770
   
$
35,950,000
   
$
116,129,770
   
$
-
 
Mortgage-backed securities, residential
   
50,766,604
     
-
     
50,766,604
     
-
 
Obligations of states and political subdivisions
   
46,512,971
     
-
     
46,512,971
     
-
 
Trust Preferred securities
   
2,310,066
     
-
     
2,015,156
     
294,910
 
Corporate bonds and notes
   
13,684,199
     
-
     
13,684,199
     
-
 
Collateralized mortgage obligations
   
7,536,753
     
-
     
7,536,753
     
-
 
SBA loan pools
   
1,949,606
     
-
     
1,949,606
     
-
 
Corporate stocks
   
6,029,841
     
5,339,839
     
690,002
     
-
 
Total available for sale securities
 
$
280,869,810
   
$
41,289,839
   
$
239,285,061
   
$
294,910
 
                                 
Trading assets
 
$
294,381
   
$
294,381
   
$
-
   
$
-
 


There were no transfers between Level 1 and Level 2 during the three or nine-month periods ending
September 30, 2012 or the year ending December, 31, 2011.

 
12

 

The significant unobservable inputs used in the fair value measurement of the Corporation’s
collateralized debt obligations are probabilities of specific-issuer defaults and deferrals and specific-
issuer recovery assumptions.  Significant increases in specific-issuer default assumptions or decreases
in specific-issuer recovery assumptions would result in a significantly lower fair value measurement.  
Conversely, decreases in specific-issuer default assumptions or increases in specific-issuer recovery
assumptions would result in a higher fair value measurement.  The Corporation treats all interest
payment deferrals as defaults and assumes no recoveries on defaults.

The tables below present a reconciliation of all assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the three and nine-month periods ending
September 30, 2012 and 2011:

   
Fair Value Measurement for Nine-Months Ended September 30, 2012 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for Nine-Months Ended September 30, 2011 Using Significant Unobservable Inputs (Level 3)
 
Trust Preferred Securities Available for Sale
           
Beginning balance
 
$
294,910
   
$
334,585
 
Total gains/losses (realized/unrealized):
               
  Included in earnings:
               
    Income on securities
   
-
     
-
 
    Impairment charge on investment securities
   
-
     
(67,400
)
  Included in other comprehensive income
   
150,690
     
27,725
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance September 30
 
$
445,600
   
$
294,910
 


   
Fair Value Measurement for Three-Months Ended September 30, 2012 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for Three-Months Ended September 30, 2011 Using Significant Unobservable Inputs (Level 3)
 
Trust Preferred Securities Available for Sale
           
Beginning balance
 
$
343,035
   
$
371,735
 
Total gains/losses (realized/unrealized):
               
  Included in earnings:
               
    Income on securities
   
-
     
-
 
    Impairment charge on investment securities
   
-
     
(67,400
)
  Included in other comprehensive income
   
102,565
     
(9,425
)
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance September 30
 
$
445,600
   
$
294,910
 



 
13

 

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

     
Fair Value Measurement at
September 30, 2012 Using
 
Financial Assets:
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Impaired Loans:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
1,324,350
   
$
-
   
$
-
   
$
1,324,350
 
Commercial mortgages:
           
-
     
-
         
  Other
   
423,036
     
-
     
-
     
423,036
 
     Total Impaired Loans
 
$
1,747,386
   
$
-
   
$
-
   
$
1,747,386
 
                                 
Other real estate owned:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
101,200
   
$
-
   
$
-
   
$
101,200
 
Commercial mortgages:
                               
  Other
   
400,755
     
-
     
-
     
400,755
 
Residential mortgages
   
427,871
     
-
     
-
     
427,871
 
Consumer loans:
                               
  Home equity lines & loans
   
4,000
     
-
     
-
     
4,000
 
     Total Other real estate owned, net
 
$
933,826
   
$
-
   
$
-
   
$
933,826
 

     
Fair Value Measurement at
December 31, 2011 Using
 
Financial Assets:
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Impaired Loans:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
831,601
   
$
-
   
$
-
   
$
831,601
 
Commercial mortgages:
           
-
     
-
         
  Other
   
3,321,838
     
-
     
-
     
3,321,838
 
     Total Impaired Loans
 
$
4,153,439
   
$
-
   
$
-
   
$
4,153,439
 
                                 
Other real estate owned:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
218,040
   
$
-
   
$
-
   
$
218,040
 
Commercial mortgages:
                               
  Other
   
366,760
     
-
     
-
     
366,760
 
Residential mortgages
   
276,355
     
-
     
-
     
276,355
 
Consumer loans:
                               
  Home equity lines & loans
   
36,600
     
-
     
-
     
36,600
 
     Total Other real estate owned, net
 
$
897,755
   
$
-
   
$
-
   
$
897,755
 


 
14

 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral
dependent loans, had a principal balance of $2,790,932 with a valuation allowance of $1,043,546 as of
September 30, 2012, resulting in no additional provision for loan losses for the three and nine-month
periods ending September 30, 2012.  Impaired loans had a principal balance of $6,095,645, with a
valuation allowance of $1,942,206 as of December 31, 2011, resulting in a $958,333 provision for loan
losses for the year ending December 31, 2011.
 
OREO, which is measured by the lower of carrying or fair value less costs to sell, had a net carrying
amount of $933,826 at September 30, 2012.  The net carrying amount reflects the outstanding balance of
$1,126,193 net of a valuation allowance of $192,367 at September 30, 2012, which resulted in a write
down of $96,600 and $116,840 for the three and nine-month periods ending September 30, 2012.  
OREO had a net carrying amount of $897,755 at December 31, 2011.  The net carrying amount reflects
the outstanding balance of $1,009,162 net of a valuation allowance of $111,407 at December 31, 2011,
which resulted in write downs of $12,120 for the year ending December 31, 2011.

The carrying amounts and estimated fair values of other financial instruments, at September 30, 2012
and December 31, 2011, are as follows (dollars in thousands):


 
Fair Value Measurements at
September 30, 2012 Using
 
Financial assets:
Carrying Amount
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
 
Estimated
Fair Value (1)
 
Cash and due from financial
  institutions
$
35,324
 
$
35,324
 
 
$
-
 
 
-
 
$
35,324
 
Interest-bearing deposits in other
   financial institutions
 
45,908
   
42,796
   
3,112
 
 
-
 
45,908
 
Trading assets
 
275
   
275
     
-
   
-
 
275
 
Securities available for sale
 
253,669
   
43,648
   
209,575
 
 
446
 
253,669
 
Securities held to maturity
 
6,163
   
-
   
6,881
 
 
-
 
6,881
 
Federal Home Loan and Federal
  Reserve Bank stock
 
4,761
   
-
   
-
   
-
 
N/A
 
Net loans
 
865,530
   
-
   
-
 
 
899,909
 
899,909
 
Loans held for sale
 
1,165
   
-
   
1,165
 
 
-
 
1,165
 
Accrued interest receivable
 
4,411
   
333
   
1,634
 
 
2,444
 
4,411
 
                             
Financial liabilities:
                           
Deposits:
                           
Demand, savings, and insured
  money market accounts
 
834,228
   
834,228
   
-
   
-
 
834,228
 
Time deposits
 
248,948
   
-
   
250,568
 
 
-
 
250,568
 
Securities sold under agreements
  to repurchase
 
32,918
   
-
   
35,671
   
-
 
35,671
 
Federal Home Loan Bank
  advances
 
28,046
   
-
   
30,740
 
 
-
 
30,740
 
Accrued interest payable
 
463
   
15
   
448
   
-
 
463
 
Dividends payable
 
1,144
   
1,144
   
-
 
 
-
 
1,144
 

 


 
15

 


     
December 31, 2011
 
Financial assets:
   
Carrying Amount
   
Estimated
Fair Value (1)
 
Cash and due from financial institutions
   
$
28,205
   
$
28,205
 
Interest-bearing deposits in other financial institutions
     
24,697
     
24,697
 
Trading assets
     
294
     
294
 
Securities available for sale
     
280,870
     
280,870
 
Securities held to maturity
     
8,312
     
9,176
 
Federal Home Loan and Federal Reserve Bank stock
     
5,509
     
N/A
 
Net loans
     
787,256
     
805,760
 
Loans held for sale
     
395
     
395
 
Accrued interest receivable
     
3,882
     
3,882
 
                   
Financial liabilities:
                 
Deposits:
                 
  Demand, savings, and insured money market accounts
     
721,503
     
721,503
 
  Time deposits
     
276,990
     
279,441
 
Securities sold under agreements to repurchase
     
37,107
     
40,019
 
Federal Home Loan Bank advances
     
43,344
     
46,603
 
Accrued interest payable
     
800
     
800
 
Dividends payable
     
1,141
     
1,141
 
(1) Fair value estimates are made at a specific point in time, based on relevant market information and
information about the financial instrument.  These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in
assumptions could significantly affect the estimates.

The methods and assumptions used to estimate fair value are described as follows:

Cash, Due From and Interest-Bearing Deposits in Other Financial Institutions

For those short-term instruments that generally mature in 90 days or less, the carrying value
approximates fair value of which non interest-bearing deposits are classified as Level 1 and interest-
bearing deposits with the Federal Home Loan Bank of New York (“FHLB”) and Federal Reserve Bank
of New York (“FRB”) are classified as Level 1, and time deposits are classified as Level 2.

FHLB and FRB Stock

It is not practicable to determine the fair value of FHLB and FRB stock due to restrictions placed on its
transferability.

Loans Receivable

For variable-rate loans that reprice frequently, fair values approximate carrying values.  The fair values
for other loans are estimated through discounted cash flow analysis using interest rates currently being
offered for loans with similar terms and credit quality.  Loans are classified as Level 3.  The methods
utilized to estimate the fair value of loans do not necessarily represent an exit price.  Loans held for sale
are classified as Level 2.

 
16

 

Deposits

The fair values disclosed for demand deposits, savings accounts and money market accounts are, by
definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying values) and
classified as Level 1.

The fair value of certificates of deposits is estimated using a discounted cash flow approach that applies
interest rates currently being offered on certificates to a schedule of the weighted-average expected
monthly maturities and classified as Level 2.

Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

These instruments bear both variable and fixed rates of interest.  Therefore, the carrying value
approximates fair value for the variable rate instruments and the fair value of fixed rate instruments is
based on discounted cash flows to maturity.  These are classified as Level 2.

Federal Home Loan Bank Advances

These instruments bear a stated rate of interest to maturity and, therefore, the fair value is based on
discounted cash flows to maturity and classified as Level 2.

Accrued Interest Receivable and Payable

For these short-term instruments, the carrying value approximates fair value resulting in a classification
of Level 1, Level 2 or Level 3 depending upon the classification of the asset/liability they are associated
with.


5.           Goodwill and Intangible Assets

The changes in goodwill included in the core banking segment during the periods ending September 30,
2012 and 2011 were as follows:

 
2012
   
2011
 
Beginning of year
 
$
21,983,617
   
$
9,872,375
 
Acquired goodwill                                12,284,838   
Adjustment of Acquired goodwill (1)
   
(159,174
)
   
-
 
September 30,
 
$
21,824,443
   
$
22,157,213
 
 
(1) Adjustment related to Fort Orange Financial Corp. acquisition.

Acquired intangible assets were as follows at September 30, 2012 and December 31, 2011:

   
At September 30, 2012
   
At December 31, 2011
 
   
Balance Acquired
   
Accumulated Amortization
   
Balance Acquired
   
Accumulated Amortization
 
Core deposit intangibles
 
$
3,819,798
   
$
1,655,826
   
$
3,819,798
   
$
1,213,118
 
Other customer relationship intangibles
   
6,063,423
     
2,845,113
     
6,063,423
     
2,479,563
 
Total
 
$
9,883,221
   
$
4,500,939
   
$
9,883,221
   
$
3,692,681
 

Aggregate amortization expense was $808,258 and $753,192 for the nine-month periods ended
September 30, 2012 and 2011, respectively.

 
17

 


The remaining estimated aggregate amortization expense at September 30, 2012 is listed below:

Year
 
Estimated Expense
 
2012
 
$
238,462
 
2013
   
876,524
 
2014
   
777,801
 
2015
   
681,176
 
2016
   
607,713
 
2017 and thereafter
   
2,200,606
 
Total
 
$
5,382,282
 


6.           Accumulated Other Comprehensive Income or Loss

Accumulated other comprehensive income or loss represents the net unrealized holding gains or losses
on securities available for sale and the funded status of the Corporation's defined benefit pension plan
and other benefit plans, as of the consolidated balance sheet dates, net of the related tax effect.

The following is a summary of the accumulated other comprehensive income or loss balance, net of tax:

 
Balance at
December 31, 2011
 
Current Period Change
 
Balance at
September 30,
2012
Unrealized gains on securities available for sale
 
$
7,987,055
   
$
788,219
   
$
8,775,274
 
Unrealized loss on pension plans and other benefit plans
   
(9,428,433
)
   
581,304
     
(8,847,129
)
     Total
 
$
(1,441,378
)
 
$
1,369,523
   
$
(71,855
)



 
18

 

7.           Commitments and Contingencies

The Corporation is a party to certain financial instruments with off-balance sheet risk such as
commitments under standby letters of credit, unused portions of lines of credit, overdraft protection and
commitments to fund new loans.  In accordance with U.S. GAAP, these financial instruments are not
recorded in the financial statements.  The Corporation's policy is to record such instruments when
funded.  These transactions involve, to varying degrees, elements of credit, interest rate and liquidity
risk.  Such transactions are generally used by the Corporation to manage clients' requests for funding
and other client needs.

On February 14, 2011 and April 14, 2011, the Bank received separate settlement demands from
representatives of beneficiaries of certain trusts for which the Bank has acted as trustee.  The settlement
demands relate to alleged claims of, among other things, breach of the Bank’s fiduciary duties as trustee,
including the Bank’s alleged failure to adequately diversify the relevant trust portfolios. The
beneficiaries seek aggregate damages of up to approximately $27.0 million.  On September 16, 2011,
the beneficiaries objected in the Surrogate’s Court of the State of New York, County of Chemung (the
“Surrogate’s Court”) to accountings with respect to the above-mentioned trusts provided by the Bank,
based on allegations similar to those offered in the settlement demands.  The matter remains pending at
the Surrogate’s Court.  Although these matters are inherently unpredictable, management will defend
against these claims vigorously.  Management has concluded that it is reasonably possible, but not
probable, that the financial position, results of operations or cash flows of the Corporation could be
materially adversely affected in any particular period by the unfavorable resolution of these claims, not
withstanding any potential recovery under applicable insurance coverage.  An amount of loss or range of
loss cannot be reasonably estimated at this time.

In the normal course of business, there are various outstanding claims and legal proceedings involving
the Corporation or its subsidiaries.  Except for the above matter, we believe that we are not a party to
any pending legal, arbitration, or regulatory proceedings that could have a material adverse impact on
our financial results or liquidity.

8.           Securities

Amortized cost and estimated fair value of securities available for sale are as follows:

   
September 30, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S. Government
  sponsored enterprises
 
$
142,730,477
   
$
3,920,177
   
$
-
   
$
146,650,654
 
Mortgage-backed securities, residential
   
33,801,646
     
2,484,121
     
-
     
36,285,767
 
Collateralized Mortgage obligations
   
4,653,401
     
74,909
     
931
     
4,727,379
 
Obligations of states and political subdivisions
   
39,800,910
     
1,810,542
     
1,838
     
41,609,614
 
Corporate bonds and notes
   
13,421,730
     
346,574
     
3,464
     
13,764,840
 
SBA loan pools
   
1,743,803
     
39,587
     
-
     
1,783,390
 
Trust Preferred securities
   
2,517,440
     
127,991
     
183,425
     
2,462,006
 
Corporate stocks
   
744,715
     
5,645,849
     
5,260
     
6,385,304
 
     Total
 
$
239,414,122
   
$
14,449,750
   
$
194,918
   
$
253,668,954
 


 
19

 


   
December 31, 2011
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S. Government
  sponsored enterprises
 
$
149,140,715
   
$
3,022,726
   
$
83,671
   
$
152,079,770
 
Mortgage-backed securities, residential
   
48,129,271
     
2,637,334
     
-
     
50,766,605
 
Collateralized mortgage obligations
   
7,412,471
     
135,603
     
11,321
     
7,536,753
 
Obligations of states and political subdivisions
   
44,561,789
     
1,954,265
     
3,083
     
46,512,971
 
Corporate bonds and notes
   
13,461,675
     
418,969
     
196,446
     
13,684,198
 
SBA loan pools
   
1,915,419
     
34,187
     
-
     
1,949,606
 
Trust preferred securities
   
2,538,285
     
132,516
     
360,735
     
2,310,066
 
Corporate stocks
   
788,030
     
5,246,655
     
4,844
     
6,029,841
 
     Total
 
$
267,947,655
   
$
13,582,255
   
$
660,100
   
$
280,869,810
 


Amortized cost and estimated fair value of securities held to maturity are as follows:

   
September 30, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
6,162,503
   
$
718,669
   
$
-
   
$
6,881,172
 
 

 
 
 
December 31, 2011
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
8,311,921
   
$
864,035
   
$
-
   
$
9,175,956
 


The amortized cost and estimated fair value of debt securities are shown below by expected maturity.  
Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay
obligations with or without call or prepayment penalties.  Securities not due at a single maturity date are
shown separately:

   
September 30, 2012
 
   
Available for Sale
   
Held to Maturity
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Within One Year
 
$
58,024,142
   
$
58,383,376
   
$
1,606,365
   
$
1,633,074
 
After One, But Within Five Years
   
133,178,606
     
138,326,611
     
3,147,444
     
3,490,139
 
After Five, But Within Ten Years
   
6,638,784
     
7,331,527
     
1,408,694
     
1,757,959
 
After Ten Years
   
629,025
     
445,600
     
-
     
-
 
Mortgage-backed securities, residential
   
33,801,646
     
36,285,767
     
-
     
-
 
Collateralized mortgage obligations
   
4,653,401
     
4,727,379
     
-
     
-
 
SBA loan pools
   
1,743,803
     
1,783,390
     
-
     
-
 
     Total
 
$
238,669,407
   
$
247,283,650
   
$
6,162,503
   
$
6,881,172
 


 
20

 

Proceeds from sales and calls of securities available for sale for the three and nine months ended
September 30, 2012 were $1,002,052 and $70,370,086, respectively.  Realized gross gains on these sales
and calls were $597 and $300,516 during the three and nine month periods ended September 30, 2012,
respectively.  There were no sales or calls of securities available for sale that resulted in losses for the
three or nine-months ended September 30, 2012.
 
Proceeds from sales and calls of securities available for sale for the three and nine months ended
September 30, 2011, were $11,085,156 and $67,741,210, respectively.  Realized gross gains on these
sales and calls were $428,882 and $1,108,091 during the three and nine month periods ended
September 30, 2011, respectively.  There were no sales or calls of securities available for sale that
resulted in losses for the three or nine-months ended September 30, 2011.
 
 
The following tables summarize the investment securities available for sale and held to maturity with
unrealized losses at September 30, 2012 and December 31, 2011 by aggregated major security type and
length of time in a continuous unrealized loss position:

   
Less than 12 months
   
12 months or longer
   
Total
 
September 30, 2012
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Collateralized mortgage obligations
 
22,087
     
70
     $
178,729
   
861
    $
200,816
    $
931
 
Obligations of states and political subdivisions
   
430,847
     
1,838
     
-
     
-
     
430,847
     
1,838
 
Corporate bonds and notes
   
-
     
-
     
494,297
     
3,464
     
494,297
     
3,464
 
Trust preferred securities
   
-
     
-
     
445,600
     
183,425
     
445,600
     
183,425
 
Corporate stocks
   
-
     
-
     
48,370
     
5,260
     
48,370
     
5,260
 
     Total temporarily
        impaired securities
 
$
452,934
   
$
1,908
   
$
1,166,996
   
$
193,010
   
$
1,619,930
   
$
194,918
 


   
Less than 12 months
   
12 months or longer
   
Total
 
December 31, 2011
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
27,365,920
   
$
83,671
   
$
-
   
$
-
   
$
27,365,920
   
$
83,671
 
Collateralized mortgage obligations
   
2,546,461
     
11,321
     
-
     
-
     
2,546,461
     
11,321
 
Obligations of states and political subdivisions
   
947,203
     
3,083
     
-
     
-
     
947,203
     
3,083
 
Corporate bonds and notes
   
5,261,074
     
196,446
     
-
     
-
     
5,261,074
     
196,446
 
Trust preferred securities
   
-
     
-
     
294,910
     
360,735
     
294,910
     
360,735
 
Corporate stocks
   
1,669
     
1,969
     
47,117
     
2,875
     
48,786
     
4,844
 
     Total temporarily
        impaired securities
 
$
36,122,327
   
$
296,490
   
$
342,027
   
$
363,610
   
$
36,464,354
   
$
660,100
 


 
21

 

Other-Than-Temporary Impairment (“OTTI”)

When OTTI occurs, for either debt securities or purchased beneficial interests, the amount of the OTTI
recognized in earnings depends on whether an entity intends to sell the security or more likely than not
will be required to sell the security before recovery of its amortized cost basis, less any current-period
credit loss. If an entity intends to sell or more likely than not will be required to sell the security before
recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in
earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at
the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not
that the entity will be required to sell the security before recovery of its amortized cost basis less any
current-period loss, the OTTI shall be separated into the amount representing the credit loss and the
amount related to all other factors. The amount of the total OTTI related to the credit loss is determined
based on the present value of cash flows expected to be collected and is recognized in earnings. The
amount of the total OTTI related to other factors is recognized in other comprehensive income, net of
applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the
new amortized cost basis of the investment.

As of September 30, 2012, the majority of the Corporation's unrealized losses in the investment
securities portfolio related to one pooled trust preferred security. The decline in fair value on this
security is primarily attributable to the financial crisis and resulting credit deterioration and financial
condition of the underlying issuers, all of which are financial institutions.  This deterioration may affect
the future receipt of both principal and interest payments on this security.  This fact combined with the
current illiquidity in the market makes it unlikely that the Corporation would be able to recover its
investment in this security if it was sold at this time.

Our analysis of this investment includes a $629,025 book value collateralized debt obligation ("CDO")
which is a pooled trust preferred security. This security was rated high quality at inception, but at
September 30, 2012 Moody's rated this security as Caa3, which is defined as substantial risk of default.  
The Corporation uses the OTTI evaluation model to compare the present value of expected cash flows to
the previous estimate to determine if there are adverse changes in cash flows during each quarter. The
OTTI model considers the structure and term of the CDO and the financial condition of the underlying
issuers. Specifically, the model details interest rates, principal balances of note classes and underlying
issuers, the timing and amount of interest and principal payments of the underlying issuers, and the
allocation of the payments to the note classes. The current estimate of expected cash flows is based on
the most recent trustee reports and any other relevant market information including announcements of
interest payment deferrals or defaults of underlying trust preferred securities.

Upon completion of the September 30, 2012 analysis, our model indicated no additional OTTI on this
CDO.  This security remained classified as available for sale and represented $183,425 of the unrealized
losses reported at September 30, 2012.  Payments continue to be made as agreed on this security.

 
22

 

When conducting the September 30, 2012 analysis, the present value of expected future cash flows
using a discount rate equal to the yield in effect at the time of purchase was compared to the previous
quarters' analysis.  The analysis indicated no further decline in value attributed to credit related factors
stemming from further deterioration in the underlying collateral payment streams.  Additionally, to
estimate fair value the present value of the expected future cash flows was calculated using a current
estimated discount rate that a willing market participant might use to value the security based on current
market conditions and interest rates.  This comparison indicated an increase in value during the quarter,
based on factors other than credit, which resulted in a gain reported in other comprehensive income.  
Changes in credit quality may or may not correlate to changes in the overall fair value of the impaired
securities as the change in credit quality is only one component in assessing the overall fair value of the
impaired securities.  Therefore, the recognition of additional credit related OTTI could result in a gain
reported in other comprehensive income.  Total OTTI recognized in accumulated other comprehensive
income was $111,329 and $220,459 for securities available for sale at September 30, 2012 and
December 31, 2011, respectively.

The tables below present a roll forward of the cumulative credit losses recognized in earnings for the
three and nine-month periods ending September 30, 2012 and 2011:

   
2012
   
2011
 
Beginning balance, January 1,
 
$
3,506,073
   
$
3,438,673
 
Amounts related to credit loss for which an other-than-temporary
     impairment was not previously recognized
   
-
     
-
 
Additions/Subtractions:
               
  Amounts realized for securities sold during the period
   
-
     
-
 
  Amounts related to securities for which the company intends to sell
     or that it will be more likely than not that the company will be required to
     sell prior to recovery of amortized cost basis
   
-
     
-
 
  Reductions for increase in cash flows expected to be collected that are
     recognized over the remaining life of the security
   
-
     
-
 
  Increases to the amount related to the credit loss for which other-than-temporary
     impairment was previously recognized
   
-
     
67,400
 
                 
Ending balance, September 30,
 
$
3,506,073
   
$
3,506,073
 
 

 
Beginning balance, July 1,
 
$
3,506,073
   
$
3,438,673
 
Amounts related to credit loss for which an other-than-temporary
     impairment was not previously recognized
   
-
     
-
 
Additions/Subtractions:
               
  Amounts realized for securities sold during the period
   
-
     
-
 
  Amounts related to securities for which the company intends to sell
     or that it will be more likely than not that the company will be required to
     sell prior to recovery of amortized cost basis
   
-
     
-
 
  Reductions for increase in cash flows expected to be collected that are
     recognized over the remaining life of the security
   
-
     
-
 
  Increases to the amount related to the credit loss for which other-than-temporary
     impairment was previously recognized
   
-
     
67,400
 
                 
Ending balance, September 30,
 
$
3,506,073
   
$
3,506,073
 


 
23

 

9.           Loans and Allowance for Loan Losses

The composition of the loan portfolio is summarized as follows:

   
September 30, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
133,365,046
   
 $
142,209,279
 
Commercial mortgages
   
311,126,130
     
264,589,013
 
Residential mortgages
   
193,049,212
     
193,599,853
 
Indirect consumer loans
   
130,969,296
     
97,165,447
 
Consumer loans
   
107,848,451
     
99,351,585
 
                 
   
$
876,358,135
   
 $
796,915,177
 

Loans are charged against the allowance for loan losses when management believes that the
collectability of all or a portion of the principal is unlikely.  The allowance is an amount that
management believes will be adequate to absorb probable incurred losses on existing loans.
Management's evaluation of the adequacy of the allowance for loan losses is performed on a periodic
basis and takes into consideration such factors as the credit risk grade assigned to the loan, historical
loan loss experience and review of specific problem loans (including evaluations of the underlying
collateral).  Historical loss experience is adjusted by management based on their judgment as to the
current impact of qualitative factors including changes in the composition and volume of the loan
portfolio, overall portfolio quality, and current economic conditions that may affect the borrowers'
ability to pay.  Management believes that the allowance for loan losses is adequate to absorb probable
incurred losses.  While management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic conditions.  In addition,
various regulatory agencies, as an integral part of their examination process, periodically review the
Corporation's allowance for loan losses. Such agencies may require the Corporation to recognize
additions to the allowance based on their judgments about information available to them at the time of
their examination.

Management, after considering current information and events regarding a borrower's ability to repay its
obligations, classifies a loan as impaired when it is probable that the Corporation will be unable to
collect all amounts due according to the contractual terms of the loan agreement.  If a loan is impaired, a
portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated
future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected
solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and
residential real estate loans are collectively evaluated for impairment, and accordingly, they are not
separately identified for impairment disclosures.  Troubled debt restructurings are separately identified
for impairment disclosures and are measured at the present value of estimated future cash flows using
the loan’s effective rate at inception.  If a troubled debt restructuring is considered to be a collateral
dependent loan, the loan is reported, net, at the fair value of the collateral.  For troubled debt
restructurings that subsequently default, the Corporation determines the amount of reserve in accordance
with the accounting policy for the allowance for loan losses.

 
24

 

The general component of the allowance for loan losses covers non-impaired loans and is based on
historical loss experience adjusted for current factors.  Loans not impaired but classified as substandard
and special mention use a historical loss factor on a rolling five year history of net losses.  For all other
unclassified loans, the historical loss experience is determined by portfolio class and is based on the
actual loss history experienced by the Corporation over the most recent eight quarters.  This actual loss
experience is supplemented with other economic factors based on the risks present for each portfolio
class.  These economic factors include consideration of the following: levels of and trends in
delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume
and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in
lending policies, procedures, and practices; experience, ability, and depth of lending management and
other relevant staff; national and local economic trends and conditions; industry conditions; and effects
of changes in credit concentrations. The following portfolio segments have been identified:  commercial,
financial and agricultural; commercial mortgages; residential mortgages; and consumer loans.

Risk Characteristics

Commercial, financial and agricultural loans primarily consist of loans to small to mid-sized businesses
in our market area in a diverse range of industries.  These loans are of higher risk and typically are made
on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.  
Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may
fluctuate in value.  The credit risk related to commercial loans is largely influenced by general economic
conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral,
if any.

Commercial mortgage loans generally have larger balances and involve a greater degree of risk than
residential mortgage loans, inferring higher potential losses on an individual customer basis.  Loan
repayment is often dependent on the successful operation and management of the properties and/or the
businesses occupying the properties, as well as on the collateral securing the loan.  Economic events or
conditions in the real estate market could have an adverse impact on the cash flows generated by
properties securing the Company’s commercial real estate loans and on the value of such properties.

Residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment
from his or her employment and other income, but are secured by real property whose value tends to be
more easily ascertainable.  Credit risk for these types of loans is generally influenced by general
economic conditions, the characteristics of individual borrowers and the nature of the loan collateral.

The consumer loan segment includes home equity lines of credit and home equity loans, which exhibit
many of the same risk characteristics as residential mortgages.  Indirect and other consumer loans may
entail greater credit risk than residential mortgage and home equity loans, particularly in the case of
other consumer loans which are unsecured or, in the case of indirect consumer loans, secured by
depreciable assets, such as automobiles or boats. In such cases, any repossessed collateral for a defaulted
consumer loan may not provide an adequate source of repayment of the outstanding loan balance.  In
addition, consumer loan collections are dependent on the borrower’s continuing financial stability, thus
are more likely to be affected by adverse personal circumstances such as job loss, illness or personal
bankruptcy.  Furthermore, the application of various federal and state laws, including bankruptcy and
insolvency laws, may limit the amount which can be recovered on such loans.

 
25

 



The following tables present activity in the allowance for loan losses for the three and nine months
ending September 30, 2012, by portfolio segment and by loans originated by the Corporation (referred
to as “Legacy” loans) and loans acquired (referred to as “Acquired” loans) in the merger with Fort
Orange Financial Corp. (“FOFC”), which was completed on April 8, 2011.  The allowance for loan
losses on Acquired loans represents any valuation allowances established after acquisition for decreases
in cash flows expected to be collected on purchased credit impaired loans.

In addition, the following tables present activity in the allowance for loan losses for the three and nine
months ending September 30, 2011, by portfolio segment for Legacy loans.  The allowance for loan
losses on Acquired loans was established during the quarter ending March 31, 2012, therefore, there was
no activity for the three and nine months ending September 30, 2011.

Legacy Loans
 
Nine Months Ended
September 30, 2012
 
Allowance for loan losses
 
Commercial, Financial
and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
3,143,373
   
$
2,570,149
   
$
1,309,649
   
$
2,192,729
   
$
443,420
   
$
9,659,320
 
  Charge Offs:
   
(5,792
)
   
(39,314
)
   
(82,442
)
   
(342,867
)
   
-
     
(470,415
)
  Recoveries:
   
591,497
     
43,031
     
-
     
176,139
     
-
     
810,667
 
     Net recoveries
       (charge offs)
   
585,705
     
3,717
     
(82,442
)
   
(166,728
)
   
-
     
340,252
 
  Provision
   
(1,300,269
)
   
682,991
     
232,793
     
884,943
     
32,542
     
533,000
 
Ending balance
 
$
2,428,809
   
$
3,256,857
   
$
1,460,000
   
$
2,910,944
   
$
475,962
   
$
10,532,572
 


Acquired Loans
 
Nine Months Ended
September 30, 2012
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Reclassification of acquired loan discount
   
73,228
     
50,331
     
-
     
-
     
-
     
123,559
 
  Charge Offs:
   
-
     
(49,057
)
   
-
     
-
     
-
     
(49,057
)
  Recoveries:
   
-
     
-
     
-
     
-
     
-
     
-
 
     Net recoveries
   
73,228
     
1,274
     
-
     
-
     
-
     
74,502
 
  Provision
   
134,427
     
86,470
     
-
     
-
     
-
     
220,897
 
Ending balance
 
$
207,655
   
$
87,744
   
$
-
   
$
-
   
$
-
   
$
295,399
 

 
26

 


Legacy Loans
 
Three Months Ended
September 30, 2012
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
2,796,556
   
$
2,987,968
   
$
1,424,816
   
$
2,474,185
   
$
413,648
   
$
10,097,173
 
  Charge Offs:
   
-
     
(31,019
)
   
(9,829
)
   
(69,439
)
   
-
     
(110,287
)
  Recoveries:
   
239,735
     
12,535
     
-
     
68,416
     
-
     
320,686
 
     Net recoveries
        (charge offs)
   
239,735
     
(18,484
)
   
(9,829
)
   
(1,023
)
   
-
     
210,399
 
  Provision
   
(607,482
)
   
287,373
     
45,013
     
437,782
     
62,314
     
225,000
 
Ending balance
 
$
2,428,809
    $
3,256,857
    $
1,460,000
    $
2,910,944
    $
475,962
   
$
10,532,572
 

Acquired Loans
 
Three Months Ended
September 30, 2012
 
Allowance for loan losses
 
Commercial, Financial
and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
207,655
   
$
87,744
   
$
-
   
$
-
   
$
-
   
$
295,399
 
Reclassification of
acquired loan discount
   
-
     
-
     
-
     
-
     
-
     
-
 
  Charge Offs:
   
-
     
-
     
-
     
-
     
-
     
-
 
  Recoveries:
   
-
     
-
     
-
     
-
     
-
     
-
 
     Net charge offs
   
-
     
-
     
-
     
-
     
-
     
-
 
  Provision
   
-
     
-
     
-
     
-
     
-
         
Ending balance
 
$
207,655
   
$
87,744
   
$
-
   
$
-
   
$
-
   
$
295,399
 

Legacy Loans  
Nine Months Ended September 30, 2011
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
2,118,299
   
$
2,575,058
   
$
1,301,780
   
$
2,727,022
   
$
775,972
   
$
9,498,131
 
  Charge Offs:
   
(593,995
)
   
(3,764
)
   
(39,312
)
   
(542,621
)
   
-
     
(1,179,692
)
  Recoveries:
   
314,797
     
33,304
     
30,324
     
146,726
     
-
     
525,151
 
     Net recoveries
        (charge offs)
   
(279,198
)
   
29,540
     
(8,988
)
   
(395,895
)
   
-
     
(654,541
)
  Provision
   
1,444,245
     
(69,375
)
   
(61,068
)
   
(184,348
)
   
(296,121
)
   
833,333
 
Ending balance
 
$
3,283,346
   
$
2,535,223
   
$
1,231,724
   
$
2,146,779
   
$
479,851
   
$
9,676,923
 

Legacy Loans  
Three Months Ended September 30, 2011
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
3,081,433
   
$
2,612,655
   
$
1,246,880
   
$
2,297,459
   
$
517,245
   
$
9,755,672
 
  Charge Offs:
   
(590,992
)
   
-
     
(39,312
)
   
(201,966
)
   
-
     
(832,270
)
  Recoveries:
   
109,391
     
7,201
     
-
     
53,596
     
-
     
170,188
 
     Net recoveries
        (charge offs)
   
(481,601
)
   
7,201
     
(39,312
)
   
(148,370
)
   
-
     
(662,082
)
  Provision
   
683,514
     
(84,633
)
   
24,156
     
(2,310
)
   
(37,394
)
   
583,333
 
Ending balance
 
$
3,283,346
   
$
2,535,223
   
$
1,231,724
   
$
2,146,779
   
$
479,851
   
$
9,676,923
 


 
27

 

The following tables present the balance in the allowance for loan losses and the recorded investment in
loans by portfolio segment based on impairment method as of September 30, 2012 and December 31,
2011.  The recorded investment excludes Acquired loans except for those loans acquired with
deteriorated credit quality:

   
September 30, 2012
Allowance for loan losses
 
Commercial, Financial
 and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Ending allowance balance attributable to loans:
                                   
Individually evaluated for impairment
 
$
946,255
   
$
97,291
   
$
-
   
$
-
   
$
-
   
$
1,043,546
 
Collectively evaluated for impairment
   
1,482,554
     
3,159,566
     
1,460,000
     
2,910,944
     
475,962
     
9,489,026
 
Acquired with deteriorated credit quality
   
207,655
     
87,744
     
-
     
-
     
-
     
295,399
 
Total ending allowance balance
 
$
2,636,464
   
$
3,344,601
   
$
1,460,000
   
$
2,910,944
   
$
475,962
   
$
10,827,971
 


   
December 31, 2011
Allowance for loan losses
 
Commercial, Financial
and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Ending allowance balance attributable to loans:
                                   
Individually evaluated for impairment
 
$
1,528,651
   
$
413,555
   
$
-
   
$
-
   
$
-
   
$
1,942,206
 
Collectively evaluated for impairment
   
1,614,722
     
2,156,594
     
1,309,649
     
2,192,729
     
443,420
     
7,717,114
 
Total ending allowance balance
 
$
3,143,373
   
$
2,570,149
   
$
1,309,649
   
$
2,192,729
   
$
443,420
   
$
9,659,320
 


   
September 30, 2012
 
Loans:
 
Commercial, Financial
and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually evaluated for impairment
 
$
2,445,154
    $
1,777,782
     $
136,844
    $
-
    $
4,359,780
 
Loans collectively evaluated for impairment
   
112,741,589
     
234,567,883
     
179,469,401
     
233,911,200
     
760,690,073
 
Acquired with deteriorated credit quality
   
1,152,448
     
11,400,980
     
239,911
     
-
     
12,793,339
 
  Total ending loans balance
 
$
116,339,191
   
247,746,645
     $
179,846,156
    $
233,911,200
    $
777,843,192
 


   
December 31, 2011
 
Loans:
 
Commercial, Financial
and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually evaluated for impairment
 
$
5,275,043
   
$
4,603,563
   
$
179,337
   
$
-
   
$
10,057,943
 
Loans collectively evaluated for impairment
   
111,532,413
     
169,658,759
     
175,405,950
     
190,904,630
     
647,501,752
 
  Total ending loans balance
 
$
116,807,456
   
$
174,262,322
   
$
175,585,287
   
$
190,904,630
   
$
657,559,695
 


 
28

 

The following tables present loans individually evaluated for impairment recognized by class of loans as of September 30, 2012 and December 31, 2011, the average recorded investment and interest income recognized by class of loans as of the three and nine-month periods ending September 30, 2012 and 2011:
   
September 30, 2012
 
December 31, 2011
 
   
Unpaid Principal Balance
   
Recorded Investment
   
Allowance for Loan Losses Allocated
   
Unpaid Principal Balance
   
Recorded Investment
     
Allowance for Loan Losses Allocated
   
With no related allowance recorded:
                                       
Commercial, financial and agricultural:
                                       
  Commercial & industrial
 
$
372,788
     $
174,129
     $
-
   
$
3,512,860
 
$
2,914,776
   
$
-
   
Commercial mortgages:
                                               
  Construction
   
10,454
     
10,454
     
-
     
10,454
   
10,454
     
-
   
  Other
   
1,854,966
     
1,246,775
     
-
     
1,091,026
   
860,648
     
-
   
Residential mortgages
   
136,844
     
136,844
     
-
     
178,925
   
179,337
     
-
   
With an allowance recorded:
                                               
Commercial, financial and agricultural:
                                               
  Commercial & industrial
   
2,670,391
     
2,271,025
     
946,255
     
2,360,252
   
2,360,267
     
1,528,651
   
Commercial mortgages:
                                               
  Construction
   
-
     
-
     
-
     
8,295
   
8,295
     
8,295
   
  Other
   
520,327
     
520,553
     
97,291
     
4,098,627
   
3,724,166
     
405,260
   
  Total
 
$
5,565,770
     $
4,359,780
     $
1,043,546
   
$
11,260,439
 
$
10,057,943
   
$
1,942,206
   

     
Nine Months Ended
September 30, 2012
   
Nine Months Ended
September 30, 2011
   
Three Months Ended
September 30, 2012
   
Three Months Ended
September 30, 2011
 
     
Average Recorded Investment
   
Interest Income Recognized
     
Average Recorded Investment
     
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
                                                     
Commercial, financial and agricultural:
                                                     
  Commercial & industrial
 
$
843,910
 
$
-
   
$
3,100,655
   
$
25,049
   
$
177,457
   
$
-
   
$
3,032,483
   
$
6,290
 
Commercial mortgages:
                                                             
  Construction
   
10,454
   
-
     
24,490
     
-
     
10,454
     
-
     
20,602
     
-
 
  Other
   
932,358
   
-
     
3,447,948
     
-
     
1,081,307
     
-
     
3,397,079
     
-
 
Residential mortgages
   
117,737
   
-
     
307,997
     
-
     
74,441
     
-
     
257,799
     
-
 
Consumer loans:
                                                             
  Home equity lines & loans
   
14,892
   
2,289
     
-
     
-
     
-
     
-
     
-
     
-
 
With an allowance recorded:
                                                             
Commercial, financial and agricultural:
                                                             
  Commercial & industrial
   
2,328,728
   
-
     
1,953,474
     
82,548
     
2,295,003
     
-
     
2,918,444
     
82,548
 
Commercial mortgages:
                                                             
  Construction
   
4,148
   
-
     
27,351
     
-
     
-
     
-
     
15,557
     
-
 
  Other
   
1,712,578
   
-
     
821,994
     
17,070
     
830,049
     
-
     
823,995
     
17,070
 
Residential mortgages
   
32,001
   
-
     
-
     
-
     
64,003
     
-
     
-
     
-
 
  Total
 
$
5,996,806
 
$
2,289
   
$
9,683,909
   
$
124,667
   
$
4,532,714
   
$
-
   
$
10,465,959
   
$
105,908
 

 
29

 

The following table presents the recorded investment in non accrual and loans past due over 90 days still
on accrual by class of loans as of the periods ending September 30, 2012 and December 31, 2011.  This table
includes Acquired loans except for those loans with evidence of credit deterioration at the time of
the FOFC merger:

   
September 30, 2012
   
December 31, 2011
 
   
Non-Accrual
   
Loans Past Due Over 90 Days Still Accruing
   
Non-Accrual
   
Loans Past Due Over 90 Days Still Accruing
 
Commercial, financial and agricultural:
                       
  Commercial & industrial
 
$
2,806,183
   
$
17,281
   
$
5,611,805
   
$
-
 
  Commercial mortgages:
                               
    Construction
   
434,338
     
4,565,392
     
18,749
     
7,295,104
 
    Other
   
2,054,326
     
-
     
4,778,384
     
-
 
Residential mortgages
   
2,363,170
     
-
     
2,611,096
     
-
 
Consumer loans
                               
  Credit cards
   
-
     
11,921
     
-
     
9,053
 
  Home equity lines & loans
   
473,981
     
-
     
455,418
     
-
 
  Indirect consumer loans
   
501,745
     
-
     
113,349
     
-
 
  Other direct consumer loans
   
31,316
     
-
     
22,287
     
-
 
Total
 
$
8,665,059
   
$
4,594,594
   
$
13,611,088
   
$
7,304,157
 
 


The commercial mortgages included in loans past due over 90 days still accruing at September 30, 2012
and December 31, 2011, were construction loans acquired in the FOFC acquisition, which for a variety
of reasons are 90 days or more past their stated maturity dates.  However, the borrowers continue to
make required interest payments.  Additionally, these loans carry third party credit enhancements, and
based upon the strength of those credit enhancements, the Corporation has not identified these loans as
purchased credit impaired loans and expects to incur no losses on these loans.


 
30

 

The following tables present the aging of the recorded investment in loans past due (including non-accrual loans) by class of loans as of September
30, 2012 and December 31, 2011 and by Legacy loans and Acquired loans:

   
September 30, 2012
 
Legacy Loans:
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days Past Due
   
Total Past Due
     
Loans Acquired with deteriorated credit quality
   
Loans Not Past Due
   
Total
 
Commercial, financial and agricultural:
                                           
  Commercial & industrial
 
$
7,353
   
$
-
   
$
189,912
   
$
197,265
   
$
-
   
$
114,455,637
   
$
114,652,902
 
  Agricultural
   
-
     
-
     
-
     
-
     
-
     
533,841
     
533,841
 
Commercial mortgages:
                                                       
  Construction
   
-
     
-
     
10,454
     
10,454
     
-
     
30,653,785
     
30,664,239
 
  Other
   
59,389
     
73,584
     
305,495
     
438,468
     
-
     
205,242,958
     
205,681,426
 
Residential mortgages
   
1,571,579
     
428,641
     
622,623
     
2,622,843
     
-
     
176,983,403
     
179,606,246
 
Consumer loans:
                                                       
  Credit cards
   
10,399
     
3,629
     
11,921
     
25,949
     
-
     
1,753,893
     
1,779,842
 
  Home equity lines & loans
   
196,670
     
272,940
     
198,814
     
668,424
     
-
     
79,586,618
     
80,255,042
 
  Indirect consumer loans
   
656,927
     
127,026
     
414,905
     
1,198,858
     
-
     
130,130,094
     
131,328,952
 
  Other direct consumer loans
   
19,295
     
14,865
     
23,221
     
57,381
     
-
     
20,489,982
     
20,547,363
 
  Total
 
$
2,521,612
   
$
920,685
   
$
1,777,345
   
$
5,219,642
   
$
-
   
$
759,830,211
   
$
765,049,853
 

   
September 30, 2012
 
Acquired Loans:
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days Past Due
   
Total Past Due
     
Loans Acquired with deteriorated credit quality
   
Loans Not Past Due
   
Total
 
Commercial, financial and agricultural:
                                         
 
  Commercial & industrial
 
$
95,799
   
$
4,994
   
$
361,159
   
$
461,952
   
$
1,152,448
   
$
18,760,978
   
$
20,375,378
 
Commercial mortgages:
                                                       
  Construction
   
-
     
-
     
4,989,277
     
4,989,277
     
1,179,177
     
1,728,428
     
7,896,882
 
  Other
   
547,737
     
-
     
286,997
     
834,734
     
10,221,803
     
54,897,378
     
65,953,915
 
Residential mortgages
   
614,844
     
-
     
201,442
     
816,286
     
239,911
     
12,923,490
     
13,979,687
 
Consumer loans:
                                                       
  Home equity lines & loans
   
-
     
-
     
-
     
-
     
-
     
5,470,998
     
5,470,998
 
  Other direct consumer loans
   
-
     
-
     
-
     
-
     
-
     
92,309
     
92,309
 
  Total
 
$
1,258,380
   
$
4,994
   
$
5,838,875
   
$
7,102,249
   
$
12,793,339
   
$
93,873,581
   
$
113,769,169
 

 
31

 


 
December 31, 2011
Legacy Loans:
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days Past Due
   
Total Past Due
   
Loans Acquired with deteriorated credit quality
   
Loans Not Past Due
   
Total
 
Commercial, financial and agricultural:
                                         
  Commercial & industrial
 
$
4,571
   
$
10,940
   
$
2,920,906
   
$
2,936,417
 
$
-
   
$
113,612,941
   
$
116,549,358
 
  Agricultural
   
-
     
-
     
-
     
-
   
-
     
258,098
     
258,098
 
Commercial mortgages:
                                                     
  Construction
   
-
     
-
     
-
     
-
   
-
     
7,383,731
     
7,383,731
 
  Other
   
82,986
     
-
     
2,977,010
     
3,059,996
   
-
     
163,818,595
     
166,878,591
 
Residential mortgages
   
1,418,234
     
293,337
     
1,221,056
     
2,932,627
   
-
     
172,652,660
     
175,585,287
 
Consumer loans:
                                                     
  Credit cards
   
3,660
     
8,031
     
9,053
     
20,744
   
-
     
1,934,471
     
1,955,215
 
  Home equity lines & loans
   
368,556
     
27,717
     
212,573
     
608,846
   
-
     
76,280,502
     
76,889,348
 
  Indirect consumer loans
   
597,180
     
75,817
     
85,763
     
758,760
   
-
     
96,781,480
     
97,540,240
 
  Other direct consumer loans
   
21,876
     
10,243
     
9,644
     
41,763
   
-
     
14,478,064
     
14,519,827
 
  Total
 
$
2,497,063
   
$
426,085
   
$
7,436,005
   
$
10,359,153
 
$
-
   
$
647,200,542
   
$
657,559,695
 


 
December 31, 2011
Acquired Loans:
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days Past Due
   
Total Past Due
   
Loans Acquired with deteriorated credit quality
   
Loans Not Past Due
   
Total
 
Commercial, financial and agricultural:
                                         
  Commercial & industrial
 
$
275,121
   
$
82,677
   
$
195,687
   
$
553,485
 
$
1,499,141
   
$
25,335,874
   
$
27,388,500
 
Commercial mortgages:
                                                     
  Construction
   
-
     
418,518
     
7,295,104
     
7,713,622
   
2,022,149
     
2,715,270
     
12,451,041
 
  Other
   
-
     
-
     
193,570
     
193,570
   
11,063,483
     
65,836,938
     
77,093,991
 
Residential mortgages
   
405,087
     
62,017
     
84,083
     
551,187
   
226,937
     
17,753,898
     
18,532,022
 
Consumer loans:
                                                     
  Home equity lines & loans
   
-
     
-
     
-
     
-
   
-
     
6,168,831
     
6,168,831
 
  Other direct consumer loans
   
171
     
-
     
-
     
171
   
-
     
147,439
     
147,610
 
  Total
 
$
680,379
   
$
563,212
   
$
7,768,444
   
$
9,012,035
 
$
14,811,710
   
$
117,958,250
   
$
141,781,995
 

 
32

 

Troubled Debt Restructurings:

The Corporation has no allocated specific reserves to customers whose loan terms have been modified in
troubled debt restructurings included in non-accrual loans as of September 30, 2012.  The Corporation
had $217,866 allocated specific reserves to customers whose loan terms have been modified in troubled
debt restructurings which are included in non-accrual loans as of December 31, 2011.  The Corporation
has not committed to lend any additional amounts as of September 30, 2012 or December 31, 2011 to
customers with outstanding loans that are classified as trouble debt restructurings.

During the nine months ended September 30, 2012, two loans in the aggregate amount of $133,661 were
modified as troubled debt restructurings by the Corporation.  One of these loans totaling $58,823 was
paid off during the second quarter of 2012.  The modifications of the terms of these loans included an
extension of a maturity date and the postponement of scheduled amortized payments for greater than a
three month period.  During the three months ended September 30, 2012, one loan with a principal
balance of $74,838 was modified as a troubled debt restructuring by the Corporation.  Additionally,
there were no payment defaults on any loans previously modified as troubled debt restructurings within
twelve months following the modification.  A loan is considered to be in payment default once it is 90
days contractually past due under the modified terms.

Credit Quality Indicators:

The Corporation establishes a risk rating at origination for all commercial loans.  The main factors
considered in assigning risk ratings include, but not limited to: historic and future debt service coverage,
collateral position, operating performance, liquidity, leverage, payment history, management ability, and
the customer’s industry.  Commercial relationship managers monitor all loans in their respective
portfolios for any changes in the borrower’s ability to service their debt and affirm the risk ratings for
the loans at least annually.

For the retail loans, which include lines of credit, installment, mortgage, and home equity loans, once a
loan is properly approved and closed, the Corporation evaluates credit quality based upon loan
repayment.

The Corporation uses the risk rating system to identify criticized and classified loans. Commercial
relationships within the criticized and classified risk ratings are analyzed quarterly.  The Corporation
uses the following definitions for criticized and classified loans (which are consistent with regulatory
guidelines):

Special Mention – Loans classified as special mention have a potential weakness that deserves
management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration
of the repayment prospects for the loan or the institution’s credit position as some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth
and paying capability of the obligor or of the collateral pledged, if any.  Loans so classified have a well-
defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by
the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as
substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on
the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 
33

 

Loans not meeting the criteria above that are analyzed individually as part of the above described
process are considered to be not rated loans.  Based on the analysis’s performed as of September 30,
2012 and December 31, 2011, the risk category of the recorded investment of loans by class of loans is
as follows:

   
September 30, 2012
 
Legacy Loans:
 
Not Rated
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                             
  Commercial & industrial
 
$
-
   
$
102,309,471
   
$
7,723,549
   
$
2,348,857
   
$
2,271,025
 
  Agricultural
   
-
     
533,841
     
-
     
-
     
-
 
Commercial mortgages:
                                       
  Construction
   
-
     
29,708,671
     
198,373
     
757,195
     
-
 
  Other
   
-
     
189,704,790
     
10,730,594
     
4,887,276
     
358,766
 
Residential mortgages
   
177,499,107
     
-
     
-
     
2,107,139
     
-
 
Consumer loans:
                                       
  Credit cards
   
1,779,842
     
-
     
-
     
-
     
-
 
  Home equity lines & loans
   
79,780,903
     
-
     
-
     
474,139
     
-
 
  Indirect consumer loans
   
130,827,207
     
-
     
-
     
501,745
     
-
 
  Other direct consumer loans
   
20,516,047
     
-
     
-
     
31,316
     
-
 
  Total
 
$
410,403,106
   
$
322,256,773
   
$
18,652,516
   
$
11,107,667
   
$
2,629,791
 

   
September 30, 2012
 
Acquired Loans:
   
Not Rated
   
Pass
   
Loans Acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                                     
  Commercial & industrial
   
$
-
     $
18,341,646
   
$
1,152,448
   
$
520,125
   
$
278,788
   
$
82,371
 
Commercial mortgages:
                                                 
  Construction
     
-
     
251,220
     
1,179,177
     
5,044,630
     
1,421,855
     
-
 
  Other
     
-
     
52,881,017
     
10,221,803
     
1,329,016
     
1,328,509
     
193,570
 
Residential mortgages
     
13,483,746
     
-
     
239,911
     
-
     
256,030
     
-
 
Consumer loans
                                                 
  Home equity lines & loans
     
5,470,998
     
-
     
-
     
-
     
-
     
-
 
  Other direct consumer loans
     
92,309
     
-
     
-
     
-
     
-
     
-
 
  Total
   
$
19,047,053
      $
71,473,883
   
$
12,793,339
   
$
6,893,771
   
$
3,285,182
   
$
275,941
 


   
December 31, 2011
 
Legacy Loans:
 
Not Rated
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                             
  Commercial & industrial
 
$
-
   
$
93,923,356
   
$
14,957,683
   
$
4,139,413
   
$
3,528,906
 
  Agricultural
   
-
     
258,098
     
-
     
-
     
-
 
Commercial mortgages:
                                       
  Construction
   
-
     
6,391,614
     
208,360
     
783,757
     
-
 
  Other
   
-
     
152,435,884
     
6,503,087
     
7,423,514
     
516,106
 
Residential mortgages
   
173,120,292
     
-
     
-
     
2,464,995
     
-
 
Consumer loans:
                                       
  Credit cards
   
1,955,215
     
-
     
-
     
-
     
-
 
  Home equity lines & loans
   
76,432,196
     
-
     
-
     
457,152
     
-
 
  Indirect consumer loans
   
97,426,891
     
-
     
-
     
113,349
     
-
 
  Other direct consumer loans
   
14,497,795
     
-
     
-
     
22,032
     
-
 
  Total
 
$
363,432,389
   
$
253,008,952
   
$
21,669,130
   
$
15,404,212
   
$
4,045,012
 


 
34

 


 
December 31, 2011
 
Acquired Loans:
 
Not Rated
   
Pass
   
Loans Acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                                   
  Commercial & industrial
 
$
-
   
$
25,164,742
   
$
1,499,141
   
$
602,006
   
$
24,635
   
$
97,976
 
Commercial mortgages:
                                               
  Construction
   
-
     
1,790,731
     
2,022,149
     
7,447,661
     
1,190,500
     
-
 
  Other
   
-
     
62,684,708
     
11,063,483
     
475,036
     
2,677,194
     
193,570
 
Residential mortgages
   
18,158,984
     
-
     
226,937
     
-
     
146,101
     
-
 
Consumer loans
                                               
  Home equity lines & loans
   
6,168,831
     
-
     
-
     
-
     
-
     
-
 
  Other direct consumer loans
   
147,610
     
-
     
-
     
-
     
-
     
-
 
  Total
 
$
24,475,425
   
$
89,640,181
   
$
14,811,710
   
$
8,524,703
   
$
4,038,430
   
$
291,546
 


The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan
losses. For residential and consumer loan classes, the Corporation also evaluates credit quality based on
the aging status of the loan, which was previously presented, and by payment activity.  The following
tables present the recorded investment in residential and consumer loans based on payment activity as of
September 30, 2012 and December 31, 2011:

   
September 30, 2012
         
Consumer Loans
 
Legacy Loans:
 
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
177,499,107
   
$
1,767,921
   
$
79,781,061
   
$
130,827,207
   
$
20,516,047
 
Non-Performing
   
2,107,139
     
11,921
     
473,981
     
501,745
     
31,316
 
    $
179,606,246
    $
1,779,842
    $
80,255,042
    $
131,328,952
    $
20,547,363
 

Acquired Loans:
                             
Performing
 
$
13,723,657
   
$
-
   
$
5,470,998
   
$
-
   
$
92,309
 
Non-Performing
   
256,030
     
-
             
-
     
-
 
Total
 
$
13,979,687
   
$
-
   
$
5,470,998
   
$
-
   
$
92,309
 

   
December 31, 2011
 
         
Consumer Loans
 
Legacy Loans:
 
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
173,120,292
   
$
1,946,162
   
$
76,432,196
   
$
97,426,891
   
$
14,497,878
 
Non-Performing
   
2,464,995
     
9,053
     
457,152
     
113,349
     
21,949
 
Total
 
$
175,585,287
   
$
1,955,215
   
$
76,889,348
   
$
97,540,240
   
$
14,519,827
 

Acquired Loans:
                             
Performing
 
$
18,385,921
   
$
-
   
$
6,168,831
   
$
-
   
$
147,610
 
Non-Performing
   
146,101
     
-
     
-
     
-
     
-
 
Total
 
$
18,532,022
   
$
-
   
$
6,168,831
   
$
-
   
$
147,610
 


 
35

 


Acquired loans include loans acquired with deteriorated credit quality.  The Corporation adjusted its
estimates of future expected losses, cash flows, and renewal assumptions during the current year.  These
adjustments were made for changes in expected cash flows due to loans refinanced beyond original
maturity dates, impairments recognized subsequent to the acquisition, advances made for taxes or
insurance to protect collateral held and payments received in excess of amounts originally expected.
The tables below summarize the changes in total contractually required principal and interest cash
payments, management’s estimate of expected total cash payments and carrying value of the loans from
January 1, 2012 to September 30, 2012 and from July 1, 2012 to September 30, 2012:
Nine Months Ended September 30, 2012
 
Balance at December 31, 2011
   
Income Accretion
   
All Other Adjustments
   
Balance at September 30,
2012
 
Contractually required principal and interest
 
$
21,260,381
   
$
-
   
$
(1,811,021
)
 
$
19,449,360
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(4,662,346
)
   
-
     
776,839
     
(3,885,507
)
Cash flows expected to be collected
   
16,598,035
     
-
     
(1,034,182
)
   
15,563,853
 
Interest component of expected cash flows (accretable yield)
   
(1,843,603
)
   
1,481,515
     
(2,391,636
)
   
(2,753,724
)
Fair value of loans acquired with deteriorating credit quality
 
$
14,754,432
   
$
1,481,515
   
$
(3,425,818
)
 
$
12,810,129
 

Three Months Ended September 30, 2012
 
Balance at
June 30,
2012
   
Income Accretion
   
All Other Adjustments
   
Balance at September 30,
2012
 
Contractually required principal and interest
 
$
19,834,397
   
$
-
   
$
(385,037
)
 
$
19,449,360
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(3,978,427
)
   
-
     
92,920
     
(3,885,507
)
Cash flows expected to be collected
   
15,855,970
     
-
     
(292,117
)
   
15,563,853
 
Interest component of expected cash flows (accretable yield)
   
(2,971,148
)
   
310,344
     
(92,920
)
   
(2,753,724
)
Fair value of loans acquired with deteriorating credit quality
 
$
12,884,822
   
$
310,344
   
$
(385,037
)
 
$
12,810,129
 
 

 
 
36

 
10.           Components of Quarterly and Year-to-Date Net Periodic Benefit Costs

 
Nine Months Ended
 
Three Months Ended
 
September 30,
 
September 30,
 
September 30,
     
September 30,
 
   
2012
   
2011
 
2012
   
2011
 
Qualified Pension
                       
Service cost, benefits earned during the period
$
970,053
 
$
777,402
 
$
323,351
 
$
259,134
 
Interest cost on projected benefit obligation
 
1,218,330
   
1,178,868
   
406,110
     
392,956
 
Expected return on plan assets
 
(1,990,479
)
 
(1,757,019
)
 
(663,493
)
   
(585,673
)
Amortization of unrecognized transition obligation
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
10,392
   
22,410
   
3,464
     
7,470
 
Amortization of unrecognized net loss
 
991,704
   
507,339
   
330,568
     
169,113
 
  
Net periodic pension expense
$
1,200,000
 
$
729,000
 
$
400,000
   
$
243,000
 
                           
Supplemental Pension
                         
Service cost, benefits earned during the period
$
26,076
 
$
22,968
 
$
8,692
   
$
7,656
 
Interest cost on projected benefit obligation
 
38,320
   
40,330
   
12,773
     
13,443
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
-
   
-
   
-
     
-
 
Amortization of unrecognized net loss
 
14,940
   
7,098
   
4,980
     
2,366
 
  Net periodic supplemental pension expense
$
79,336
 
$
70,396
 
$
26,445
   
$
23,465
 
                           
Postretirement, Medical and Life
                         
Service cost, benefits earned during the period
$
26,250
 
$
24,750
 
$
8,750
   
$
8,250
 
Interest cost on projected benefit obligation
 
54,000
   
56,250
   
18,000
     
18,750
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
(72,750
)
 
(72,750
)
 
(24,250
)
   
(24,250
)
Amortization of unrecognized net gain
 
-
   
-
   
-
     
-
 
  Net periodic postretirement, medical and life expense
$
7,500
 
$
8,250
 
$
2,500
   
$
2,750
 

 
37

 

11.           Segment Reporting
The Corporation manages its operations through two primary business segments: core banking and wealth management group services.  The core banking segment
provides revenues by attracting deposits from the general public and using such funds to originate consumer, commercial, commercial real estate, and residential
mortgage loans, primarily in the Corporation's local markets and to invest in securities.  The wealth management group services segment provides revenues by
providing trust and investment advisory services to clients.

Summarized financial information concerning the Corporation’s reportable segments and the reconciliation to the Corporation’s consolidated results is shown in the
following table.  Income taxes are allocated based on the separate taxable income of each segment and indirect overhead expenses are allocated based on reasonable
and equitable allocations applicable to the reportable segment.  Holding company amounts are the primary differences between segment amounts and consolidated
totals, and are reflected in the "Holding Company and Other" column below, along with amounts to eliminate transactions between segments (dollars in thousands):
   
Three Months Ended September 30, 2012
   
Nine Months Ended September 30, 2012
   
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Net interest income
$
11,774
 
$
-
 
$
1
 
$
11,775
   
$
35,149
   
$
-
   
$
7
   
$
35,156
   
Provision for loan losses
 
225
   
-
   
-
   
225
     
754
     
-
     
-
     
754
   
Net interest income after provision for loan losses
 
11,549
   
-
   
1
   
11,550
     
34,395
     
-
     
7
     
34,402
   
Other operating income
 
2,180
   
1,668
   
212
   
4,060
     
7,396
     
5,170
     
522
     
13,088
   
Other operating expenses
 
9,510
   
1,708
   
175
   
11,393
     
28,344
     
5,279
     
577
     
34,200
   
Income or (loss) before income tax expense
 
4,219
   
(40
)
 
38
   
4,217
     
13,447
     
(109
)
   
(48
)
   
13,290
   
Income tax expense (benefit)
 
1,400
   
(15
)
 
(2
)
 
1,383
     
4,512
     
(42
)
   
(72
)
   
4,398
   
Segment net income (loss)
$
2,819
 
$
(25
)
$
40
 
$
2,834
   
$
8,935
   
$
(67
)
 
$
24
   
$
8,892
   
                                                           
Segment assets
                         
$
1,279,107
   
$
5,249
   
$
2,624
   
$
1,286,980
   


   
Three Months Ended September 30, 2011
   
Nine Months Ended September 30, 2011
   
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Core Banking
   
Wealth Management Group Services
   
Holding Company
And Other
   
Consolidated Totals
   
Net interest income
$
11,842
 
$
-
 
$
1
 
$
11,843
   
$
31,834
   
$
-
   
$
6
   
$
31,840
   
Provision for loan losses
 
583
   
-
   
-
   
583
     
833
     
-
     
-
     
833
   
Net interest income after provision for loan losses
 
11,259
   
-
   
1
   
11,260
     
31,001
     
-
     
6
     
31,007
   
Other operating income
 
2,465
   
1,747
   
116
   
4,328
     
7,284
     
5,131
     
1,005
     
13,420
   
Other operating expenses
 
8,638
   
1,843
   
136
   
10,617
     
27,259
     
5,450
     
553
     
33,262
   
Income or (loss) before income tax expense
 
5,086
   
(96
)
 
(19
)
 
4,971
     
11,026
     
(319
)
   
458
     
11,165
   
Income tax expense (benefit)
 
1,742
   
(37
)
 
(25
)
 
1,680
     
3,589
     
(123
)
   
123
     
3,589
   
Segment net income (loss)
$
3,344
 
$
(59
)
$
6
 
$
3,291
   
$
7,437
   
$
(196
)
 
$
335
   
$
7,576
   
                                                           
Segment assets
                         
$
1,257,067
   
$
5,856
   
$
3,001
   
$
1,265,924
   

 
38

 

12.           Stock Based Compensation

Board of Director’s Stock Compensation

Members of the Board of Directors receive common shares of the Corporation equal in value to the
amount of fees individually earned during the previous year for service as a director.  The common
shares are distributed to the Corporation's individual board members from treasury shares of the
Corporation on or about January 15 following the calendar year of service.

Additionally, the President and Chief Executive Officer of the Corporation, who does not receive cash
compensation as a member of the Board of Directors, is awarded common shares equal in value to the
average of those awarded to board members not employed by the Corporation who have served for 12
months during the prior year.

During January 2012, 10,238 shares were re-issued from treasury to fund the stock component of
directors' compensation.  An expense of $156,863 related to this compensation was recognized during
the period ending September 30, 2012.  This expense is accrued as shares are earned.

Restricted Stock Plan

Pursuant to the Corporation’s Restricted Stock Plan (the “Plan”), the Corporation may make
discretionary grants of restricted stock to officers other than the Corporation's Chief Executive Officer.  
Compensation expense is recognized over the vesting period of the awards based on the fair value of the
stock at issue date.  The maximum number of shares as to which stock awards may be granted under the
Plan is 10,000 per year, with these shares vesting over a five year period.


A summary of restricted stock activity from December 31, 2011 to September 30, 2012 is presented below:

 
Shares
 
Weighted
–Average Grant Date Fair Value
Nonvested at December 31, 2011
12,458
 
$
22.33
  Granted
2,095
   
23.87
  Vested
(824
)
 
22.59
  Forfeited or Cancelled
-
   
-
Nonvested at September 30, 2012
13,729
 
$
22.55

As of September 30, 2012, there was $262,866 of total unrecognized compensation cost related to
nonvested shares granted under the Plan.  The cost is expected to be recognized over a weighted-average
period of 3.97 years.

 
39

 

Item 2:                      Management's Discussion and Analysis of Financial Condition and Results of Operations

The review that follows focuses on the significant factors affecting the financial condition and results of
operations of the Corporation during the three and nine-month periods ended September 30, 2012, with
comparisons to the comparable periods in 2011, as applicable. The following discussion and the
unaudited consolidated interim financial statements and related notes included in this report should be
read in conjunction with our 2011 Annual Report on Form 10-K, which was filed with the Securities and
Exchange Commission on March 28, 2012.  The results for the periods presented are not necessarily
indicative of results to be expected for the entire fiscal year or any other interim period.

Forward-looking Statements

This discussion contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Corporation intends its forward-
looking statements to be covered by the safe harbor provisions for forward-looking statements in these
sections.  Statements regarding, among other things, the Corporation's expected financial position and
operating results, the Corporation's business strategy, the Corporation's financial plans, forecasted
demographic and economic trends relating to the Corporation's industry and similar matters are forward-
looking statements. These statements can sometimes be identified by the Corporation's use of forward-
looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend."  The Corporation
cannot promise that its expectations in such forward-looking statements will turn out to be correct.  The
Corporation's actual results could be materially different from expectations because of various factors,
including changes in economic conditions or interest rates, credit risk, difficulties in managing our growth,
competition, changes in law or the regulatory environment, including as a result of regulations or rules
promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and changes in
general business and economic trends.  Information concerning risks facing the Corporation can be found in
our periodic filings with the Securities and Exchange Commission, including in our 2011 Annual Report on
Form 10-K.  These filings are available publicly on the SEC's website at http://www.sec.gov, on the
Corporation's website at http://www.chemungcanal.com or upon request from the Corporate Secretary at
(607) 737-3746.  Except as otherwise required by law, the Corporation undertakes no obligation to publicly
update or revise its forward-looking statements, whether as a result of new information, future events or
otherwise.

Critical Accounting Policies, Estimates and Risks and Uncertainties

Critical accounting policies include the areas where the Corporation has made what it considers to be
particularly difficult, subjective or complex judgments concerning estimates, and where these estimates
can significantly affect the Corporation's financial results under different assumptions and conditions.
The Corporation prepares its financial statements in conformity with accounting principles generally
accepted in the United States of America.  As a result, the Corporation is required to make certain
estimates, judgments and assumptions that it believes are reasonable based upon the information
available at that time. These estimates, judgments and assumptions affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the periods presented.  Actual results could be different from these estimates.

 
40

 

Allowance for Loan Losses

Management considers the accounting policy relating to the allowance for loan losses to be a critical
accounting policy given the uncertainty in evaluating the level of the allowance required to cover
probable incurred credit losses inherent in the loan portfolio, and the material effect that such judgments
can have on the Corporation's results of operations. While management's current evaluation of the
allowance for loan losses indicates that the allowance is adequate, under adversely different conditions
or assumptions the allowance would need to be increased.  For example, if historical loan loss
experience significantly worsened or if current economic conditions significantly deteriorated,
additional provisions for loan losses would be required to increase the allowance.  In addition, the
assumptions and estimates used in the internal reviews of the Corporation's non-performing loans and
potential problem loans, and the associated evaluation of the related collateral coverage for these loans,
has a significant impact on the overall analysis of the adequacy of the allowance for loan losses.  Real
estate values in the Corporation’s market area did not increase dramatically in the prior several years,
and, as a result, any declines in real estate values have been modest.  While management has concluded
that the current evaluation of collateral values is reasonable under the circumstances, if collateral
evaluations were significantly lowered, the Corporation's allowance for loan losses policy would also
require additional provisions for loan losses.

Other-Than-Temporary Impairment

Management also considers the accounting policy relating to other-than-temporary impairment ("OTTI")
of investment securities to be a critical accounting policy.  The determination of whether a decline in
market value is other-than-temporary is necessarily a matter of subjective judgment. The timing and
amount of any realized losses reported in the Corporation's financial statements could vary if
management's conclusions were to change as to whether other-than-temporary impairment exists. The
Corporation assesses whether it intends to sell, or it is more likely than not that it will be required to sell
a security in an unrealized loss position before recovery of its amortized cost basis. If either of these
criteria is met, the entire difference between amortized cost and fair value is recognized through a
charge to earnings.  For those securities that do not meet the aforementioned criteria, such as those that
management has determined to be other-than-temporarily impaired, the amount of impairment charged
to earnings is limited to the amount related to credit losses, while impairment related to other factors is
recognized in other comprehensive income.  For the three and nine-month periods ended September 30,
2012, the Corporation recognized no OTTI charges.

Goodwill and Other Intangible Assets

Management also considers the accounting policy relating to the valuation of goodwill and other
intangible assets to be a critical accounting policy.  The initial carrying value of goodwill and other
intangible assets is determined using estimated fair values developed from various sources and other
generally accepted valuation techniques.  Estimates are based upon financial, economic, market and
other conditions as they existed as of the date of a particular acquisition.  These estimates of fair value
are the results of judgments made by the Corporation based upon estimates that are inherently uncertain
and changes in the assumptions upon which the estimates were based may have a significant impact on
the resulting estimates.  In addition to the initial determination of the carrying value, on an ongoing basis
management must assess whether there is any impairment of goodwill and other intangible assets that
would require an adjustment in carrying value and recognition of a loss in the consolidated statement of
income.

 
41

 

Financial Condition

Consolidated assets at September 30, 2012 totaled $1.287 billion, an increase of $70.7 million, or 5.8%,
since December 31, 2011.  The growth was primarily due to increases of $79.4 million, or 10.0%, in
total portfolio loans and $28.3 million in cash and cash equivalents, partially offset by a decrease of
$29.4 million in investment securities.  Total liabilities increased $63.8 million to $1.154 billion at
September 30, 2012, compared with December 31, 2011, primarily due to an increase of $84.7 million
in deposits, partially offset by a decrease of $19.5 million in borrowings.  Total equity was $132.9
million at September 30, 2012, an increase of $7.0 million from December 31, 2011, primarily due to
the Corporation’s net income of $8.9 million for the nine months ended September 30, 2012.

Loans

The composition of the loan portfolio is summarized as follows:

   
September 30, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
133,365,046
   
$
142,209,279
 
Commercial mortgages
   
311,126,130
     
264,589,013
 
Residential mortgages
   
193,049,212
     
193,599,853
 
Indirect Consumer loans
   
130,969,296
     
97,165,447
 
Consumer loans
   
107,848,451
     
99,351,585
 
Total loans, net of deferred origination fees and cost,
  and unearned income
 
$
876,358,135
   
$
796,915,177
 

The increase in portfolio loans was due to strong growth of $42.3 million, or 21.5%, in consumer loans
and $37.7 million, or 9.3%, in commercial loans.  The growth in consumer loans was primarily due to
increases of $33.8 million in indirect consumer loans and $5.2 million in direct consumer installment
loans and $2.7 million in home equity loans.  During the second quarter of 2012, the Corporation
implemented an indirect consumer loan program with reduced pricing on high quality indirect auto loans
in an effort to put excess liquidity to better use.  In addition, the Corporation implemented a marketing
campaign for direct consumer loans during the second quarter of 2012.  The growth in commercial loans
was primarily due to an increase of $33.9 million in commercial loans in the Capital Bank (as defined
herein) division in the Albany, New York region, which was the former market area of Fort Orange
Financial  Corp ("FOFC"), which was acquired in April 2011.

For the nine months ended September 30, 2012, $8.7 million of newly originated residential mortgages
were sold in the secondary market to Freddie Mac, with an additional $0.6 million originated and sold to
the State of New York Mortgage Agency.

Securities

The available-for-sale segment of the securities portfolio totaled $253.7 million at September 30, 2012,
a decrease of $27.2 million, or 9.7%, from December 31, 2011.  The decrease resulted from sales and
calls of $70.4 million, maturities of $4.1 million and principal paydowns of $17.3 million.  These items
were partially offset by purchases of $64.3 million.  Sales and calls of securities included a $25.4 million
U.S. Treasury bond, $43.0 million in federal agency bonds and $2.0 million in municipal bonds.  All of
the maturities were in municipal bonds.  Principal paydowns were primarily in mortgage-backed securities
and collateralized mortgage obligations.  Purchases included a $27.5 million U.S. Treasury bond,
$35.0 million in federal agency bonds and $1.8 million in municipal bonds.

The held-to-maturity segment of the securities portfolio, consisting of local municipal obligations,
totaled $6.2 million at September 30, 2012, a decrease of $2.1 million from December 31, 2011.

 
42

 

Cash and Cash Equivalents

As noted above, cash and cash equivalents increased $28.3 million since December 31, 2011, primarily
due to a $21.2 million increase in interest-bearing deposits at other financial institutions.  The increase in
interest-bearing deposits at other financial institutions was a result of the significant increase in deposits
and a decrease in the securities portfolio, partially offset by the growth in the loan portfolio and the
paydown of borrowings.  Additionally, cash and due from financial institutions increased $7.1 million
due to an $8.1 million increase in the volume of items in process of clearing through the Federal Reserve
Bank and JP Morgan Chase, offset by a $1.0 million decrease in branch cash levels.  With total cash and
due from banks totaling $81.2 million at September 30, 2012, the Corporation continues to maintain a
strong liquidity position and evaluate alternative investment of these funds with caution given the
historically low interest rate environment and the inherent interest rate risk associated with longer term
securities portfolio investments.

Other Assets

A $5.7 million decrease in other assets was due principally to a $4.0 million decrease in the over
payment of 2011 estimated income taxes and a $1.9 million decrease in net deferred tax assets.
 
Deposits

Since December 31, 2011, total deposits increased $84.7 million, or 8.5%, to $1.083 billion, with public
fund balances increasing $44.8 million and all other deposits increasing $39.9 million.  The increase in
public fund deposits was primarily due to increases in NOW account and insured money market account
(“IMMA”) balances totaling $25.0 million and $11.5 million, respectively, as well as a $7.4 million
increase in demand deposits.  The increase in all other period-end deposits reflects a $59.2 million
increase in IMMA balances, as well as increases in demand deposits and NOW accounts totaling $36.3
million and $9.6 million, respectively.  These increases were partially offset by a $37.2 million decrease
in savings balances and a $28.0 million decrease in certificates of deposit.  Both the decrease in savings
balances and the increase in IMMA accounts were impacted by an initiative to convert funds from the
former Capital Bank tiered interest rate savings accounts into the Capital Bank Privilege IMMA
account.

Other Borrowings

Both a $15.3 million decrease in Federal Home Loan Bank of New York (“FHLB”) term advances and a
$4.2 million decrease in securities sold under agreements to repurchase reflect the maturity of obligations
during the nine months ended September 30, 2012.

Shareholders’ Equity

Since December 31, 2011, shareholders’ equity increased $7.0 million, or 5.5%, primarily due to net
income of $8.9 million for the nine months ended September 30, 2012 and a $1.4 million increase in
accumulated other comprehensive income, partially offset by cash dividends of $3.4 million.

 
43

 

Asset Quality

Non-Performing Loans

The recorded investment in non-performing loans at September 30, 2012, totaled $13.3 million
compared to $20.9 million at year-end 2011, a decrease of $7.6 million.  Not included in the non-
performing loan totals are loans acquired in the April 2011 acquisition of  FOFC and its wholly owned
subsidiary, Capital Bank & Trust Company ("Capital Bank"), which the Corporation has identified as
purchased credit impaired (“PCI”) loans totaling $12.8 million at September 30, 2012, which are
accounted for under separate accounting guidance, Accounting Standards Codification (“ASC”)
Subtopic 310-30, “Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality”
as disclosed in Note 9 of the financial statements.  The decrease in non-performing loans was due to
decreases in non-accrual loans and loans 90 days or more past due totaling $4.9 million and $2.7
million, respectively.  The decrease in non-accrual loans was primarily due to a $5.2 million reduction in
non-accrual commercial loans to one borrower.  Included in the $5.2 million reduction were $5.1 million
of funds received from United States Department of Agriculture (“USDA”) guarantees.  Other non-
accrual commercial loans increased slightly from December 31, 2011 to September 30, 2012.  
Additionally, during the nine months ended September 30, 2012, non-accrual residential mortgages
decreased $0.2 million, while non-accrual consumer loans increased $0.4 million.  It is generally the
Corporation's policy that a loan 90 days past due be placed in non-accrual status unless factors exist that
would eliminate the need to place a loan in this status.  A loan may also be designated as non-accrual at
any time if payment of principal or interest in full is not expected due to deterioration in the financial
condition of the borrower.  Loans remain in non-accrual status until the loans have been brought current
and remain current for a period of six months.  In the case of non-accrual loans where a portion of the
loan has been charged off, the remaining balance is kept in non-accrual status until the entire principal
balance has been recovered.

The recorded investment in accruing loans 90 days or more past due totaled $4.6 million at September
30, 2012, compared with $7.3 million at year-end 2011, a decrease of $2.7 million.  This decrease was
primarily due to a $2.7 million decrease in construction loans not considered by management to be PCI
loans acquired in the FOFC acquisition, which for a variety of reasons are 90 days or more past their
stated maturity dates.  These loans totaled $4.6 million at September 30, 2012.  However, the borrowers
continue to make required interest payments.  Additionally, these loans carry third party credit
enhancements, and based upon the strength of those credit enhancements, the Corporation has not
identified these loans as PCI loans and expects to incur no losses on these loans.

At September 30, 2012, there was no change to other real estate owned (“OREO”) compared with
December 31, 2011, as it remained at $0.9 million.  During the nine months ended September 30, 2012,
seven properties totaling $0.5 million were placed in OREO and seven properties totaling $0.4 million
were sold.  Additionally, the Corporation recognized a write-down on one property totaling $0.1 million
following the acceptance of a purchase offer on this property.

 
44

 

Impaired Loans

Impaired loans at September 30, 2012, totaled $4.4 million compared to $10.1 million at December 31,
2011.  Not included in the impaired loan totals are loans acquired in the FOFC acquisition which the
Corporation has identified as PCI loans, as these loans are accounted for under ASC Subtopic 310-30 as
noted under the above discussion of non-performing loans.  The decrease of $5.7 million in impaired
loans was primarily due to a $5.2 million reduction in non-accrual commercial loans to one borrower.  
Included in the $5.2 million reduction were $5.1 million of funds received from USDA guarantees.  
Included in the impaired loan total at September 30, 2012, are loans totaling $2.8 million for which
impairment allowances of $1.0 million have been specifically allocated to the allowance for loan losses.  
As of December 31, 2011, the impaired loan total included $6.1 million of loans for which specific
impairment allowances of $1.9 million were allocated to the allowance for loan losses.  The decrease
in the amount of impaired loans for which specific allowances were allocated to the allowance for loan
losses was due in large part to the above mentioned receipt of funds under USDA guarantees.  The
reduction in specific impairment allowances allocated to the allowance for loan losses was also related
to the above mentioned receipt of funds as well as improvement in the collateral position on an impaired
loan.  The majority of the Corporation's impaired loans are secured and measured for impairment based
on collateral evaluations.  It is the Corporation's policy to obtain updated appraisals on loans secured by
real estate at the time a loan is determined to be impaired.  Prior to the receipt of the updated appraisal,
an impairment measurement is performed based upon the most recent appraisal on file to determine the
amount of any specific allocation or charge-off.  Upon receipt and review of the updated appraisal, an
additional measurement is performed to determine if any adjustments are necessary to reflect the proper
provisioning or charge-off.  Impaired loans are reviewed on a quarterly basis to determine if any
changes in credit quality or market conditions would require any additional allocation or recognition of
additional charge-offs.  If market conditions warrant, future appraisals are obtained.  Real estate values
in the Corporation's market area had not increased dramatically in the prior several years, and, as a
result, declines in real estate values have been modest.

Appraisals are performed by independent third parties and reflect the properties market value "as is". In
determining the amount of any specific allocation or charge-off, the Corporation will make adjustments
to reflect the estimated costs to sell the property. In situations where partial charge-offs have been
recognized, any balance remaining continues to be reflected as non-performing until the loan has been
paid in full.  Non-real estate collateral may be valued using an appraisal, net book value per the
borrower’s financial statements, or aging reports, adjusted or discounted based on management’s
historical knowledge, changes in market conditions from the time of the valuation, and management’s
expertise and knowledge of the client and client’s business.

The following table summarizes the Corporation's recorded investment in non-performing assets:

 
 
September 30, 2012
   
December 31, 2011
 
Non-accrual loans
 
$
8,665,059
   
$
13,611,088
 
Accruing loans past due 90 days or more
   
4,594,392
     
7,304,157
 
Total non-performing loans
 
$
13,259,451
   
$
20,915,245
 
Other real estate owned
   
933,826
     
897,755
 
Total non-performing assets
 
$
14,193,277
   
$
21,813,000
 


 
45

 

In addition to non-performing loans, as of September 30, 2012, the Corporation has identified
commercial relationships totaling $7.3 million as potential problem loans, as compared to $8.2 million at
December 31, 2011.  Potential problem loans are loans that are currently performing, but known
information about possible credit problems of the related borrowers causes management to have serious
doubts as to the ability of such borrowers to comply with the present loan repayment terms, which may
result in the disclosure of such loans as non-performing at some time in the future.  Potential problem
loans are typically loans that are performing but are classified in the Corporation's loan rating system as
"substandard."  Management cannot predict the extent to which economic conditions may worsen or
other factors which may impact borrowers and the potential problem loans.  Accordingly, there can be
no assurance that other loans will not become 90 days or more past due, be placed on non-accrual status,
be restructured, or require increased allowance coverage and provisions for loan losses.

Management's evaluation of the adequacy of the allowance for loan losses is performed on a periodic
basis and takes into consideration such factors as historical loan loss experience, review of specific
problem loans (including evaluation of the underlying collateral), changes in the composition and
volume of the loan portfolio, recent charge-off experience, overall portfolio quality, current economic
conditions that may affect the borrowers' ability to pay and, as of the first quarter of 2012, global and
national fiscal uncertainties, including their potential effects on our borrowers.

For the three months ended September 30, 2012, the provision for loan loss expense totaled $0.2 million
compared with $0.6 million for the same period in 2011, a decrease of $0.4 million.  This decrease was
due principally to the improvement in the volume of non-performing and impaired loans, resulting in a
reduction in allocations to the allowance for loan losses related to these loans, which was offset in part
by loan portfolio growth and allowances for this growth after consideration of the factors discussed
above.  For the nine months ended September 30, 2012 and September 30, 2011, the provision for loan
loss expense totaled $0.8 million.

During the third quarter of this year, the Corporation recorded net recoveries of $0.2 million compared
with net charge-offs of $0.7 million during the third quarter of the prior year.  This improvement was
primarily due to lower commercial loan charge-offs in the current quarter compared with the same
quarter in the prior year.  The prior year quarter had one large commercial loan charge-off for $0.6
million.  In addition, consumer loan charge-offs declined in the current quarter compared with the same
quarter in the prior year.  For the nine months ended September 30, 2012, net recoveries totaled $0.3
million compared with net charge-offs of $0.7 million for the same period in the prior year.  This
improvement was primarily in commercial loans as net recoveries were $0.5 million for the nine months
ended September 30, 2012, compared with net charge-offs of $0.3 million for the same period in the
prior year.  In addition, consumer loan net charge-offs declined by $0.2 million for the current year
compared with the prior year.  At September 30, 2012, the Corporation's allowance for loan losses on
Legacy loans (which are defined as total loans excluding loans acquired in the FOFC acquisition) totaled
$10.5 million, resulting in a coverage ratio of allowance to non-performing loans of 79.4%.  This ratio,
as well as the ratio of allowance to total loans, was impacted by the April 2011 FOFC acquisition, as
current accounting rules do not allow the acquiror to transfer the acquiree’s allowance for loan losses to
the acquiror’s balance sheet.  Rather, the acquiree’s overall loan quality is a component in determining
the fair value of loans acquired, which are carried on the balance sheet at fair value.  The ratio of the
allowance for loan losses to total loans was 1.24% at September 30, 2012.  Excluding loans acquired in
the FOFC acquisition, the allowance for loan losses on Legacy loans to total Legacy loans was 1.38%
and represents an amount that management believes is adequate to absorb probable incurred loan losses
on the Corporation’s Legacy loan portfolio.

 
46

 

The allocated portions of the allowance reflect management's estimates of specific known risk elements
in the respective portfolios.  Management's methodology followed in evaluating the allowance for loan
losses includes a detailed analysis of historical loss factors for pools of similarly graded loans, as well as
specific collateral reviews of relationships graded special mention, substandard or doubtful with
outstanding balances of $1.0 million or greater. Among the factors considered in allocating portions of
the allowance by loan type are the current levels of past due, non-accrual and impaired loans, as well as
historical loss experience and the evaluation of collateral.  In addition, management has formally
documented factors considered in determining the appropriate level of general reserves, including
current economic conditions, forecasted trends in the credit quality cycle, loan growth, entry into new
markets, and industry and peer group trends.  These amounts have been included in the allocated portion
of the loan categories to which they relate.

At September 30, 2012, in addition to the qualitative factors allocated within the allowance, the
Corporation maintained $0.5 million of the allowance as unallocated.  While some improvements have
been seen in the local economy and some loans have improved, the recovery is still fragile and
management believes it is prudent to see a longer period of sustained improvement before completely
reflecting this in the allowance.  Additionally, management monitors coverage ratios of nonperforming
loans and total loans compared to peers on a regular basis.  This analysis also suggests that it would be
prudent to maintain the unallocated portion of the allowance at this time.

 
47

 

Activity in the allowance for loan losses was as follows:

 
Nine Months Ended
September 30, 2012
 
 
 
Legacy Loans
     
Acquired Loans
 
Balance at beginning of period
$
9,659,320
   
$
-
 
Reclassification of acquired loan discount
 
-
     
123,599
 
Charge-offs:
             
  Commercial, financial and agricultural
 
(5,792
)
   
-
 
  Commercial mortgages
 
(39,314
)
   
(49,057
)
  Residential mortgages
 
(82,442
)
   
-
 
  Consumer loans
 
(342,867
)
   
-
 
Total
 
(470,415
)
   
(49,057
)
Recoveries:
             
  Commercial, financial and agricultural
 
591,497
     
-
 
  Commercial mortgages
 
43,031
     
-
 
  Residential mortgages
 
-
     
-
 
  Consumer loans
 
176,139
     
-
 
Total
 
810,667
     
-
 
   Net recoveries (charge-offs)
 
340,252
     
(49,057
)
   Provision charged to operations
 
533,000
     
220,897
 
Balance at end of period
$
10,532,572
   
$
295,399
 

   
Nine Months
Ended
September 30, 2011
 
 
       
Balance at beginning of period
 
$
9,498
 
Charge-offs:
       
  Commercial, financial and agricultural
   
(594
)
  Commercial mortgages
   
(4
)
  Residential mortgages
   
(39
)
  Consumer loans
   
(543
)
Total
   
(1,180
)
Recoveries:
       
  Commercial, financial and agricultural
   
315
 
  Commercial mortgages
   
33
 
  Residential mortgages
   
30
 
  Consumer loans
   
148
 
Total
   
526
 
   Net recoveries (charge-offs)
   
(654
)
   Provision charged to operations
   
833
 
Balance at end of period
 
$
9,677
 

 
48

 

Results of Operations

Third Quarter of 2012 vs. Third Quarter of 2011

Net income for the third quarter of 2012 totaled $2.8 million, a decrease of $0.5 million, or 13.9%,
compared with third quarter 2011 net income of $3.3 million.  Earnings per share for the current quarter
totaled $0.61 compared with $0.71 for the same period in the prior year.  The decline was attributable to
an increase of $0.8 million in non-interest expense and a reduction of $0.4 million in net gain on
securities transactions.  These items were partially offset by reductions of $0.4 million in the provision
for loan loss expense and $0.3 million in income taxes.  Return on average assets and return on average
equity for the current quarter were 0.89% and 8.53%, respectively, compared with 1.05% and 10.18%,
respectively, for the third quarter of 2011.



Net interest income, which is the difference between the income we make on interest-earning assets and
the expense we incur on interest-bearing liabilities, is the largest component of the Corporation’s net
income.  Net interest income for the third quarter of 2012 decreased slightly compared with the third
quarter of 2011, and the net interest margin decreased seven basis points to 4.04%.  The decrease in net
interest income and margin was due to a 26 basis point decrease in the yield on average earning assets,
partially offset by a 21 basis point decrease in the cost of average interest-bearing liabilities.  Average
earning assets increased $17.7 million, or 1.5%, as an $82.8 million increase in average loans was
partially offset by decreases in average interest bearing deposits at other financial institutions and
average investment securities totaling $43.6 million and $21.5 million, respectively.  While average
earning assets increased 1.5%, total interest and dividend income decreased $0.6 million, or 4.3%, as the
yield on average earning assets decreased 26 basis points to 4.46%.

Total average funding liabilities for the third quarter of 2012, including non-interest bearing demand
deposits, totaled $1.121 billion, an increase of $11.8 million, or 1.1%, compared with the third quarter
of last year.  The increase in average funding liabilities was primarily due to an increase of $33.2 million
in average deposits, partially offset by a decrease of $21.5 million in average borrowings.  Average non-
interest-bearing deposits increased $38.7 million, while total average interest-bearing deposits were down
$5.4 million.  The decrease in average interest-bearing deposits was due to a $61.5 million decrease in
average time deposits and a $34.4 million decrease in average savings accounts.  These decreases were
partially offset by a $78.4 million increase in average IMMA accounts and a $12.0 million increase in
average NOW accounts.  The decrease in average borrowings was primarily due to decreases in average
securities sold under agreements to repurchase and average FHLB term borrowings totaling $9.9 million
and $11.6 million, respectively.  While average interest-bearing liabilities decreased $26.9 million, or 3.2%,
interest expense decreased $0.5 million or 29.1%, as the cost of average interest-bearing liabilities
decreased 21 basis points to 0.60%.

For the three months ended September 30, 2012, the provision for loan loss expense totaled $0.2 million
compared with $0.6 million for the same period in 2011, a decrease of $0.4 million.  This decrease was
principally due to the improvement in the volume of non-performing and impaired loans, resulting in a
reduction in allocations to the allowance for loan losses related to these loans, which was offset in part
by loan portfolio growth and allowances for this growth.  Management’s evaluation of the adequacy of
the allowance for loan losses takes into consideration several factors, including an analysis of historical
loss factors, the evaluation of collateral, recent charge-off experience, overall credit quality, current
economic conditions, global and national fiscal uncertainties and loan growth.


 
49

 
 
For the third quarter of 2012, non-interest income totaled $4.1 million, a decrease of $0.3 million, or
6.2%, compared with the third quarter of last year due primarily to a $0.4 million decrease in net gain on
securities transactions.
For the third quarter of 2012, non-interest expense totaled $11.4 million, an increase of $0.8 million, or
7.3%, compared with $10.6 million for the third quarter of last year.  The increase was primarily due to
increases of $0.4 million in salaries and wages, $0.2 million in pension and other employee benefits and
$0.1 million in other real estate owned expenses.  The increase in salaries and wages was primarily due
to an increase in employees in the Capital Bank division and additional compensation related to merit
increases and incentive compensation.  The increase in pension and other employee benefits was
primarily due to higher pension costs and health benefits.  The increase in other real estate owned
expense was due to the write-down of a commercial property.

A $0.3 million decrease in income tax expense reflects a $0.8 million reduction in pre-tax income, and a
decrease in the effective tax rate from 33.8% to 32.8%, due primarily to an increase in the relative
percentage of tax exempt income to pre-tax income.

Year-to-Date 2012 vs. Year-to-Date 2011

Net income for the nine-month period ended September 30, 2012, totaled $8.9 million, an increase of
$1.3 million, or 17.4%, compared with $7.6 million for the nine-month period ended September 30,
2011.  The improvement was attributable to an increase of $3.3 million in net interest income, partially
offset by increases of $0.9 million in non-interest expense and $0.8 million in income taxes, and a
reduction of $0.3 million in non-interest income.  Earnings per share for the nine months ended
September 30, 2012, was $1.92 compared with $1.76 for the same period in the prior year.  Return on
average assets and return on average equity for the nine months ended September 30, 2012, were 0.95%
and 9.12%, respectively, compared with 0.88% and 8.66%, respectively, for the same period in the prior
year.  Year-to-date net income improved significantly due primarily to an increase in net interest income
and a $2.2 million decrease in pre-tax one-time merger transaction costs, both related to the FOFC
acquisition.  In addition, the Corporation recognized $0.8 million in pre-tax casualty gains from
insurance reimbursements related to the September 2011 flooding of the Owego and Tioga offices.

For the nine months ended September 30, 2012, net interest income totaled $35.2 million, an increase of
$3.3 million, or 10.4%, compared with the same period in 2011, and the net interest margin increased
eight basis points to 4.10%.  These increases reflect a higher level of average earning assets due in large
part to the FOFC acquisition and a 20 basis point decrease in the cost of average interest-bearing
liabilities, partially offset by a ten basis point decrease in the yield on average earning assets.  Average
earning assets increased $88.0 million or 8.3%, as increases in average loans and investment securities
totaling $106.8 million and $9.1 million, respectively, were partially offset by a $27.9 million decrease
in average interest-bearing deposits at other financial institutions.  Included in the growth in average
loans and investment securities are the Capital Bank division’s assets for a full nine months in 2012
compared with six months in 2011.  Due to the increase in average earning assets, total interest and
dividend income increased $2.3 million or 6.3% despite a ten basis point decrease in yield to 4.58%.

 
50

 

For the nine months ended September 30, 2012, total average funding liabilities, including non-interest-
bearing demand deposits, increased $83.4 million, or 8.1%, to $1.111 billion compared with the same
period in the prior year.  The growth was primarily due to an increase of $89.4 million in average deposits,
partially offset by a decrease of $6.0 million in borrowings.  These increases include increases in average
deposits and borrowings in the Capital Bank division of $47.4 million and $4.1 million, respectively.  In
total, average non-interest bearing deposits increased $42.8 million, with the Capital Bank division's non-
interest bearing deposits comprising $11.8 million of that increase.  Average interest-bearing deposits
increased $46.6 million, including a $35.6 million increase in average interest-bearing deposits in the
Capital Bank’s division.  The increase in average interest-bearing deposits was reflected principally in a $60.9
million increase in average IMMA balances, a $3.1 million increase in average savings balances and a
$16.1 million increase in average NOW accounts.  These increases were partially offset by a $33.5 million
decrease in average time deposits.  While average interest-bearing liabilities increased $40.6 million or
5.1%, interest expense decreased $1.0 million or 19.4%, as the average cost of interest-bearing liabilities
decreased 20 basis points to 0.67%.

For the nine months ended September 30, 2012, the provision for loan loss expense totaled $0.8 million,
level with the prior year.

Year-to-date non-interest income for 2012 was $13.1 million compared with $13.4 million for the same
period in the prior year, a decrease of $0.3 million, or 2.5%.  The decline was primarily due to decreases
of $0.8 million in net gain on securities transactions and $0.5 million in revenue from our equity
investment in Cephas Capital Partners, L.P. (“Cephas”).  The decrease in revenue from our equity
investment in Cephas was due in large part to a gain recognized during the first quarter of last year on
the exercise of stock warrants held in one of their investments.  These items were partially offset by $0.8
million in casualty gains from insurance reimbursements related to the September 2011 flooding of the
Owego and Tioga offices and an increase in net gain on sale of loans held for sale.

Year-to-date non-interest expense for 2012 was $34.2 million compared with $33.3 million for the same
period in the prior year, an increase of $0.9 million, or 2.8%.  Excluding $2.2 million in merger related
expenses from the prior year, non-interest expense increased $3.2 million, or 10.2% for the nine months
ended September 30, 2012.  This increase was primarily due to increases of $1.2 million in salaries and
wages, $0.8 million in pension and other employee benefits, $0.4 million in data processing expenses
and $0.2 million in other real estate owned expenses.  The increase in salaries and wages was primarily
due to the operation of the Capital Bank division for nine months during 2012 compared with six
months during 2011, and additional compensation related to merit increases and incentive compensation.  
The increase in pension and other employee benefits was primarily due to higher pension costs, health
benefits and payroll taxes.  The increase in data processing expenses was primarily due to higher
hardware and software maintenance fees and check card processing costs that included conversion
costs for a new processor.

A $0.8 million increase in income tax expense reflects a $2.1 million increase in pre-tax income, and an
increase in the effective tax rate to 33.1% from 32.2%, due primarily to a decrease in the relative
percentage of tax exempt income to pre-tax income.

 
51

 

Average Consolidated Balance Sheet and Interest Analysis
For the purpose of the table below, non-accruing loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance
computations.  Investment securities are stated at amortized cost.  No tax equivalent adjustments have been made in calculating yields on obligations of states and
political subdivisions. (dollars in thousands)
   
Nine Months Ended
September 30, 2012
   
Nine Months Ended
September 30, 2011
   
Three Months Ended
September 30, 2012
   
Three Months Ended
September 30, 2011
 
Assets
 
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
 
Earning assets:
                                                                       
Loans
 
$
829,396
   
$
34,078
     
5.49
%
 
$
722,583
   
$
31,456
     
5.82
%
 
$
867,972
   
$
11,374
     
5.21
%
 
$
785,193
   
$
11,673
     
5.90
%
Taxable securities
   
219,985
     
4,142
     
2.52
%
   
208,891
     
4,348
     
2.78
%
   
208,000
     
1,306
     
2.50
%
   
223,282
     
1,504
     
2.67
%
Tax-exempt securities
   
49,796
     
977
     
2.62
%
   
51,813
     
1,035
     
2.67
%
   
46,811
     
300
     
2.55
%
   
53,014
     
351
     
2.62
%
Interest-bearing deposits
   
47,075
     
123
     
0.35
%
   
75,012
     
167
     
0.30
%
   
37,696
     
35
     
0.36
%
   
81,313
     
65
     
0.32
%
Total earning assets
   
1,146,252
     
39,320
     
4.58
%
   
1,058,299
     
37,006
     
4.68
%
   
1,160,479
     
13,015
     
4.46
%
   
1,142,802
     
13,593
     
4.72
%
                                                                                                 
Non-earning assets:
                                                                                               
Cash and due from banks
   
23,967
                     
22,380
                     
24,823
                     
23,783
                 
Premises and equipment, net
   
24,762
                     
24,270
                     
24,585
                     
24,327
                 
Other assets
   
51,815
                     
45,863
                     
49,482
                     
51,867
                 
Allowance for loan losses
   
(10,262
)
                   
(9,731
)
                   
(10,534
)
                   
(9,894
)
               
AFS valuation allowance
   
13,698
                     
11,690
                     
13,813
                     
13,727
                 
     Total
 
$
1,250,232
                   
$
1,152,771
                   
$
1,262,648
                   
$
1,246,612
                 
                                                                                                 
Liabilities and Shareholders' Equity
                                                                                               
Interest-bearing liabilities:
                                                                                               
Interest-bearing demand deposits
 
$
88,005
   
$
70
     
0.11
%
 
$
71,906
   
$
63
     
0.12
%
 
$
92,703
   
$
25
     
0.11
%
 
$
80,665
   
$
25
     
0.13
%
Savings and insured money market deposits
   
409,081
     
668
     
0.22
%
   
345,040
     
663
     
0.26
%
   
415,368
     
222
     
0.21
%
   
371,306
     
248
     
0.26
%
Time deposits
   
261,549
     
1,795
     
0.92
%
   
295,080
     
2,600
     
1.18
%
   
252,826
     
528
     
0.83
%
   
314,348
     
865
     
1.09
%
Federal Home Loan Bank advances and securities sold under agreements to Repurchase
   
73,944
     
1,631
     
2.95
%
   
79,984
     
1,839
     
3.07
%
   
65,039
     
465
     
2.85
%
   
86,520
     
612
     
2.80
%
Total interest-bearing liabilities
   
832,579
     
4,164
     
0.67
%
   
792,010
     
5,165
     
0.87
%
   
825,936
     
1,240
     
0.60
%
   
852,839
     
1,750
     
0.81
%
                                                                                                 
Non-interest-bearing liabilities:
                                                                                               
Demand deposits
   
278,473
                     
235,656
                     
294,612
                     
255,957
                 
Other liabilities
   
8,962
                     
8,096
                     
9,914
                     
9,511
                 
Total liabilities
   
1,120,014
                     
1,035,762
                     
1,130,462
                     
1,118,307
                 
Shareholders' equity
   
130,218
                     
117,009
                     
132,186
                     
128,305
                 
     Total
 
$
1,250,232
                   
$
1,152,771
                   
$
1,262,648
                   
$
1,246,612
                 
Net interest income
         
$
35,156
                   
$
31,841
                   
$
11,775
                   
$
11,843
         
Net interest rate spread(1)
                   
3.91
%
                   
3.81
%
                   
3.86
%
                   
3.91
%
Net interest margin(2)
                   
4.10
%
                   
4.02
%
                   
4.04
%
                   
4.11
%
(1) Net interest rate spread is the difference in the yield received on earning assets less the rate paid on interest-bearing liabilities.         
(2) Net interest margin is the ratio of net interest indcome divided by average earning assets.

 
52

 

The following table demonstrates the impact on net interest income of the changes in the volume of
earning assets and interest-bearing liabilities and changes in rates earned and paid by the Corporation.  
For purposes of constructing this table, average investment securities are at average amortized
ost and earning asset averages include non-performing loans.  Therefore, the impact of changing levels
of non-performing loans is reflected in the change due to rate, but does not affect changes due to
volume.  No tax equivalent adjustments were made.

   
Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011
   
Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011
 
   
Increase (Decrease) Due to (1)
   
Increase (Decrease) Due to (1)
 
   
Volume
   
Rate
   
Net
   
Volume
   
Rate
   
Net
 
Interest and dividends earned on:
                                   
Loans
 
$
4,483
   
$
(1,861
)
 
$
2,622
   
$
1,144
   
$
(1,443
)
 
$
(299
)
Taxable securities
   
225
     
(431
)
   
(206
)
   
(102
)
   
(96
)
   
(198
)
Tax-exempt securities
   
(39
)
   
(19
)
   
(58
)
   
(41
)
   
(10
)
   
(51
)
Interest-bearing deposits
   
(69
)
   
25
     
(44
)
   
(39
)
   
9
     
(30
)
                                                 
  Total earning assets
 
$
3,056
   
$
(742
)
 
$
2,314
   
$
199
     
(777
)
   
(578
)
                                                 
Interest paid on:
                                               
Demand deposits
 
$
13
   
$
(6
)
 
$
7
   
$
4
   
$
(4
)
 
$
-
 
Savings and insured money market deposits
   
114
     
(109
)
   
5
     
27
     
(53
)
   
(26
)
Time deposits
   
(273
)
   
(532
)
   
(805
)
   
(152
)
   
(185
)
   
(337
)
Federal Home Loan Bank advances and securities sold under agreements to repurchase
   
(135
)
   
(73
)
   
(208
)
   
(156
)
   
9
     
(147
)
                                                 
  Total interest-bearing liabilities
 
$
255
   
$
(1,256
)
 
$
(1,001
)
 
$
(54
)
 
$
(456
)
 
$
(510
)
                                                 
Net interest income
 
$
2,801
   
$
514
   
$
3,315
   
$
253
   
$
(321
)
 
$
(68
)
(1)  The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
 

Liquidity and Capital Resources

Liquidity management involves the ability to meet the cash flow requirements of deposit customers,
borrowers, and the operating, investing, and financing activities of the Corporation.  The Corporation
uses a variety of resources to meet its liquidity needs.  These include short term investments, cash flow
from lending and investing activities, core deposit growth and non-core funding sources, such as time
deposits of $100,000 or more, securities sold under agreements to repurchase and other borrowings.

The Corporation is a member of the FHLB, which allows it to access borrowings which enhance
management's ability to satisfy future liquidity needs.  Based on available collateral and current
advances outstanding, the Corporation was eligible to borrow up to a total of $96.2 million and $69.8
million at September 30, 2012 and December 31, 2011, respectively.

 
53

 

During the nine months ended September 30, 2012, cash and cash equivalents increased $28.3 million
compared with an increase of $57.9 million during the same period for the prior year.  In addition to
cash provided by operating activities, major sources of cash during the nine months ended September
30, 2012, included proceeds from sales, maturities, calls and principal reductions on securities totaling
$95.5 million and a $84.7 million increase in deposits.  Proceeds from the above were used primarily to
fund purchases of securities totaling $65.9 million, a $78.4 million increase in loans, a $15.3 million
reduction in FHLB long term advances, a decrease in securities sold under agreements to repurchase
totaling $4.2 million, the payment of cash dividends in the amount of $3.4 million and purchases of
fixed assets totaling $2.3 million.

In addition to cash provided by operating activities, major sources of cash during the nine months ended
September 30, 2011, included proceeds from sales, maturities, calls and principal reductions on
securities totaling $94.8 million, a $55.4 million increase in deposits and $25.1 million in net cash
received in the FOFC acquisition.  These proceeds were used primarily to fund purchases of securities
totaling $99.2 million, a net decrease in securities sold under agreements to repurchase totaling $13.9
million, a $11.0 million net increase in loans, the payment of cash dividends in the amount of $2.9
million and purchases of fixed assets totaling $1.3 million, as well as $0.8 million increase in FHLB and
Federal Reserve Bank stock and purchases of treasury shares totaling $0.3 million.

As of September 30, 2012, the Bank’s leverage ratio was 8.30%.  The Tier I and Total Risk Adjusted
Capital ratios were 11.18% and 12.65%, respectively. All of the above ratios are in excess of the
requirements for being considered "well capitalized" by the FDIC, the Federal Reserve and the New
York State Department of Financial Services.

During the nine months ended September 30, 2012, the Corporation declared cash dividends totaling
$0.75 per share, unchanged from the dividends declared during the same period of 2011.

When shares of the Corporation become available in the market, the Corporation may purchase them after
careful consideration of its capital position.  On November 16, 2011, the Corporation’s Board of Directors
approved a one year extension of the stock repurchase program that had been initially approved on
November 18, 2009 and extended for one year on November 17, 2010.  The extension authorizes the
purchase of up to 90,000 shares of the Corporation’s outstanding common stock, including those shares
purchased during the first two years of the plan.  Purchases may be made from time to time on the open
market or in privately negotiated transactions at the discretion of management.  Through September 30,
2012, a total of 66,364 shares had been purchased under this program.  During the nine months ended
September 30, 2012, the Corporation purchased 23,120 shares at an average cost of $25.05 per share.  
During the nine months ended September 30, 2012, the Corporation re-issued 29,126 shares from treasury
to fund the stock component of directors’ 2011 compensation, distributions under the directors’ deferred
compensation plan, stock grants to executive officers and funding for the Corporation’s Profit Sharing,
Savings and Investment Plan.

Interest Rate Risk

As intermediaries between borrowers and savers, commercial banks incur both interest rate risk and
liquidity risk. The Corporation's Asset/Liability Committee (ALCO) has the strategic responsibility for
setting the policy guidelines on acceptable exposure to these areas.  These guidelines contain specific
measures and limits regarding these risks, which are monitored on a regular basis.  The ALCO is made
up of the president & chief executive officer, the chief financial officer, the asset liability management
officer, and other officers representing key functions.

 
54

 

The ALCO is also responsible for supervising the preparation and annual revisions of the financial
segments of the annual budget, which is built upon the committee's economic and interest-rate
assumptions.  It is the responsibility of the ALCO to modify prudently the Corporation's asset/liability
policies.

 
Interest rate risk is the risk that net interest income will fluctuate as a result of a change in interest rates.  
It is the assumption of interest rate risk, along with credit risk, that drives the net interest margin of a
financial institution. For that reason, the ALCO has established tolerance limits based upon a 200-basis
point change in interest rates.  At September 30, 2012, it is estimated that an immediate 200-basis point
decrease in interest rates would negatively impact the next 12 months net interest income by 10.05% and
an immediate 200-basis point increase would negatively impact the next 12 months net interest income
by 3.97%.  Both are within the Corporation's policy guideline of 15% established by ALCO. Given the
overall low level of current interest rates and the unlikely event of a 200-basis point decline from this
point, management additionally modeled an immediate 100-basis point decline and an immediate 300-
basis point increase in interest rates. When applied, it is estimated these scenarios would result in
negative impacts to net interest income of 5.29% and 6.32%, respectively.  Management is comfortable
with the amount of exposure at these levels.

A related component of interest rate risk is the expectation that the market value of our capital account
will fluctuate with changes in interest rates.  This component is a direct corollary to the earnings-impact
component: an institution exposed to earnings erosion is also exposed to shrinkage in market value.  At
September 30, 2012, it is estimated that an immediate 200-basis point decrease in interest rates would
negatively impact the market value of our capital account by 5.40% and an immediate 200-basis point
increase in interest rates would positively impact the market value by 1.37%.  Both are within the
established tolerance limit of 15%.  Management also modeled the impact to the market value of our
capital with an immediate 100-basis point decline and an immediate 300-basis point increase in interest
rates, based on the current interest rate environment.  When applied, it is estimated these scenarios
would result in negative impacts to the market value of our capital of 7.10% and 0.32%, respectively.
Management is also comfortable with the level of exposures at these levels.

Management does recognize the need for certain hedging strategies during periods of anticipated higher
fluctuations in interest rates and the Board-approved Funds Management Policy provides for limited use
of certain derivatives in asset liability management. These strategies were not employed during the nine
months ended September 30, 2012.

Adoption of New Accounting Standards

In May, 2011, the FASB issued an amendment to achieve common fair value measurement and
disclosure requirements between U.S. and International accounting principles.  Overall, the guidance is
consistent with existing U.S. accounting principles; however, there are some amendments that change a
particular principle or requirement for measuring fair value or for disclosing information about fair value
measurements.  The amendments in this guidance are effective for interim and annual reporting periods
beginning after December 15, 2011.  The effect of adopting this standard did not have a material effect
on the Corporation’s operating results or financial condition, but the additional disclosures are included
in Note 4.

 
55

 

In June 2011, the FASB amended existing guidance and eliminated the option to present the components
of other comprehensive income as part of the statement of changes in shareholders’ equity. The
amendment requires that comprehensive income be presented in either a single continuous statement or
in two separate consecutive statements.  The amendments in this guidance are effective as of the
beginning of a fiscal reporting year, and interim periods within that year, that begins after December 15,
2011.  In connection with the adoption of this amendment, the Corporation changed the presentation of
the statement of comprehensive income for the Corporation to two consecutive statements instead of
presenting it as part of the consolidated statements of shareholders’ equity.

Item 3:                      Quantitative and Qualitative Disclosures About Market Risk

Information required by this Item is set forth herein in Management's Discussion and Analysis of
Financial Condition and Results of Operations under the heading "Interest Rate Risk."

Item 4:                      Controls and Procedures

The Corporation's management, with the participation of our President and Chief Executive Officer,
who is the Corporation's principal executive officer, and our Treasurer and Chief Financial Officer, who
is the Corporation's principal financial officer, has evaluated the effectiveness of the Corporation's
disclosure controls and procedures as of September 30, 2012 pursuant to Rule 13a-15 of the Securities
Exchange Act of 1934, as amended.  Based upon that evaluation, the principal executive officer and
principal financial officer have concluded that the Corporation's disclosure controls and procedures are
effective as of September 30, 2012.  In addition, there have been no changes in the Corporation's
internal control over financial reporting during the most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

 
 
56

 
 
 
 
PART II.
OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
 
For information related to this item please see Note 7 to the Corporation’s financial statements included herein.
 
     
Item 1A.
Risk Factors
 
 
There have been no material changes in the risk factors set forth in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and
Exchange Commission on March 28, 2012.
 
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
(c)   
Issuer Purchases of Equity Securities (1)
 
Period
 
Total number of shares purchased
   
Average price paid per share
   
Total number of shares purchased as part of publicly announced plans or programs
   
Maximum number of shares that may yet be purchased under the plans or programs
 
7/1/12-7/31/12
   
       73
   
$
25.70
     
       73
     
27,585
 
8/1/12-8/31/12
   
  3,949
   
$
24.59
     
  3,949
     
23,636
 
9/1/12-9/30/12
   
         -
   
$
-
     
         -
     
23,636
 
Quarter ended 9/30/12
   
  4,022
   
$
24.61
     
  4,022
     
23,636
 
(1) On November 16, 2011, the Corporation’s Board of Directors approved a one year extension of the stock repurchase program that had been initially approved on November 18, 2009 and extended for one year on November 17, 2010.  The extension authorizes purchases of up to 90,000 shares of the Corporation's outstanding common stock, including those shares purchased during the first two years of the plan. Purchases may be made from time to time on the open-market or in private negotiated transactions and will be at the discretion of management.  Through September 30, 2012, a total of 66,364 shares had been purchased under this program.
 

 
57

 


Item 6.
EXHIBITS
 
The following exhibits are either filed with this Form 10-Q or are incorporated herein by reference:
   
 
3.1  Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984.  Filed as
Exhibit 3.1 to Registrant’s Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by
reference.
   
 
3.2  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation,
dated March 28, 1988.  Filed as Exhibit 3.2 to Registrant's Form 10-K filed with the SEC on March 13,
2008 and incorporated herein by reference.
   
 
3.3  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation,
dated May 13, 1998.  Filed as Exhibit 3.4 of the Registrant's Form 10-K for the year ended December 31,
2005 and incorporated herein by reference.
   
 
3.4  Amended and Restated Bylaws of the Registrant, as amended to May 16, 2012. Filed as Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2012 and incorporated herein
by reference.
   
 
31.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
   
 
31.2  Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
   
 
32.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b)
under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
   
 
32.2  Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b)
under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
   
 
101.INS  Instance Document
   
 
101.SCH  XBRL Taxonomy Schema
   
 
101.CAL  XBRL Taxonomy Calculation Linkbase
   
 
101.DEF  XBRL Taxonomy Definition Linkbase
   
 
101.LAB  XBRL Taxonomy Label Linkbase
   
 
101.PRE  XBRL Taxonomy Presentation Linkbase


 
58

 

                                                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.


                                          CHEMUNG FINANCIAL CORPORATION

DATED:  November 13, 2012
By:  /s/ Ronald M. Bentley
 
Ronald M. Bentley, President and Chief Executive Officer
(Principal Executive Officer)


DATED:  November 13, 2012
By:  /s/ Mark A. Severson
 
Mark A. Severson, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)


 
59

 

                                                                     EXHIBIT INDEX

3.1  Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984.  Filed as
Exhibit 3.1 to Registrant’s Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by
reference.
 
3.2  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation,
dated March 28, 1988.  Filed as Exhibit 3.2 to Registrant's Form 10-K filed with the SEC on March 13,
2008 and incorporated herein by reference.
 
3.3  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation,
dated May 13, 1998.  Filed as Exhibit 3.4 of the Registrant's Form 10-K for the year ended December
31, 2005 and incorporated herein by reference.
 
3.4  Amended and Restated Bylaws of the Registrant, as amended to May 16, 2012. Filed as Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2012 and incorporated
herein by reference.
 
31.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
 
31.2  Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
 
32.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b)
under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
 
32.2  Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b)
under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
 
101.INS  Instance Document
 
101.SCH  XBRL Taxonomy Schema
 
101.CAL  XBRL Taxonomy Calculation Linkbase
 
101.DEF  XBRL Taxonomy Definition Linkbase
 
101.LAB  XBRL Taxonomy Label Linkbase
 
101.PRE  XBRL Taxonomy Presentation Linkbase