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

chmg10q06302012.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 June 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 August 10, 2012 was
4,578,012.

 
 

 

           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
39
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
56
     
Item 4:
Controls and Procedures
56
     
PART II.
OTHER INFORMATION
56
     
Item 1A:
Risk Factors
56
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
56
     
Item 6:
Exhibits
57
     
SIGNATURES
 
58
     
INDEX TO EXHIBITS
 


 
2

 

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
 
             CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS
                      (UNAUDITED)
   
JUNE 30,
2012
   
DECEMBER, 31,
2011
 
ASSETS
           
Cash and due from financial institutions
 
$
33,673,471
   
$
28,204,699
 
Interest-bearing deposits in other financial institutions
   
40,501,795
     
24,697,154
 
     Total cash and cash equivalents
   
74,175,266
     
52,901,853
 
                 
Trading assets, at fair value
   
252,105
     
294,381
 
Securities available for sale, at estimated fair value
   
260,941,446
     
280,869,810
 
Securities held to maturity, estimated fair value of $7,098,146 at June 30, 2012 and $9,175,956 at December 31, 2011
   
6,334,331
     
8,311,921
 
Federal Home Loan Bank and Federal Reserve Bank Stock, at cost
   
5,358,700
     
5,509,350
 
Loans, net of deferred origination fees and costs, and unearned income
   
855,947,252
     
796,915,177
 
Allowance for loan losses
   
(10,392,572
)
   
(9,659,320
)
Loans, net
   
845,554,680
     
787,255,857
 
                 
Loans held for sale
   
482,344
     
395,427
 
Premises and equipment, net
   
24,717,442
     
24,762,405
 
Goodwill
   
21,824,443
     
21,983,617
 
Other intangible assets, net
   
5,642,350
     
6,190,540
 
Bank owned life insurance
   
2,668,373
     
2,625,104
 
Other assets
   
19,507,617
     
25,159,322
 
                 
     Total assets
 
$
1,267,459,097
   
$
1,216,259,587
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
  Non-interest-bearing
 
$
297,412,952
   
$
258,835,961
 
  Interest-bearing
   
756,265,757
     
739,656,878
 
     Total deposits
   
1,053,678,709
     
998,492,839
 
                 
Securities sold under agreements to repurchase
   
31,750,428
     
37,106,842
 
Federal Home Loan Bank term advances
   
41,127,794
     
43,343,918
 
Accrued interest payable
   
655,923
     
800,148
 
Dividends payable
   
1,142,082
     
1,141,081
 
Other liabilities
   
8,895,360
     
9,445,319
 
     Total liabilities
   
1,137,250,296
     
1,090,330,147
 
                 
Shareholders' equity:
               
Common stock, $.01 par value per share, 10,000,000 shares authorized;
  5,310,076 issued at June 30, 2012 and December 31, 2011
   
53,101
     
53,101
 
Additional-paid-in capital
   
45,525,152
     
45,582,861
 
Retained earnings
   
104,401,468
     
100,628,900
 
Treasury stock, at cost (742,091 shares at June 30, 2012;
  741,003 shares at December 31, 2011)
   
(18,914,894
)
   
(18,894,044
)
Accumulated other comprehensive income (loss)
   
(856,026
)
   
(1,441,378
)
                 
     Total shareholders' equity
   
130,208,801
     
125,929,440
 
                 
     Total liabilities and shareholders' equity
 
$
1,267,459,097
   
$
1,216,259,587
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
3

 

             CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                         (UNAUDITED)
 
Six Months Ended
 
Three Months Ended
 
June 30,
 
June 30,
 
June 30,
     
June 30,
 
Interest and dividend income:
 
2012
   
2011
 
2012
   
2011
 
Loans, including fees
$
22,704,549
 
$
19,783,190
 
$
11,033,636
 
$
11,207,847
 
Taxable securities
 
2,835,741
   
2,843,016
   
1,349,390
     
1,594,432
 
Tax exempt securities
 
676,247
   
684,511
   
335,626
     
369,088
 
Interest-bearing deposits
 
88,120
   
101,816
   
46,338
     
62,088
 
  Total interest and dividend income
 
26,304,657
   
23,412,533
   
12,764,990
     
13,233,455
 
                           
Interest expense:
                         
Deposits
 
1,757,888
   
2,187,770
   
829,906
     
1,160,405
 
Borrowed funds
 
633,976
   
497,938
   
320,936
     
263,513
 
Securities sold under agreements to repurchase
 
532,300
   
729,553
   
249,528
     
358,454
 
  Total interest expense
 
2,924,164
   
3,415,261
   
1,400,370
     
1,782,372
 
Net interest income
 
23,380,493
   
19,997,272
   
11,364,620
     
11,451,083
 
Provision for loan losses
 
528,897
   
250,000
   
51,593
     
125,000
 
  Net interest income after provision for loan losses
 
22,851,596
   
19,747,272
   
11,313,027
     
11,326,083
 
                           
Other operating income:
                         
  Wealth management group fee income
 
3,502,388
   
3,384,160
   
1,726,812
     
1,768,469
 
  Service charges on deposit accounts
 
2,032,165
   
2,049,909
   
1,040,285
     
1,066,831
 
  Net gain on securities transactions
 
299,919
   
679,209
   
2,750
     
485,811
 
  Net gain on sales of loans held for sale
 
144,380
   
79,332
   
79,041
     
32,400
 
  Casualty gains
 
780,435
   
-
   
21,578
     
-
 
  Gains on sales of other real estate owned
 
20,426
   
88,961
   
20,426
     
88,961
 
  Income from bank owned life insurance
 
43,269
   
43,611
   
21,744
     
22,024
 
  Other
 
2,204,498
   
2,766,368
   
1,217,987
     
1,279,561
 
     Total other operating income
 
9,027,480
   
9,091,550
   
4,130,623
     
4,744,057
 
                           
Other operating expenses:
                         
  Salaries and wages
 
9,048,726
   
8,261,602
   
4,556,051
     
4,338,097
 
  Pension and other employee benefits
 
2,756,477
   
2,124,770
   
1,466,537
     
1,081,663
 
  Net occupancy expenses
 
2,580,009
   
2,432,515
   
1,285,131
     
1,258,473
 
  Furniture and equipment expenses
 
1,095,848
   
1,062,530
   
577,482
     
565,083
 
  Data processing expense
 
2,307,779
   
1,905,099
   
1,230,296
     
1,043,286
 
  Amortization of intangible assets
 
548,190
   
465,192
   
264,050
     
288,689
 
  Marketing and advertising expense
 
645,064
   
482,811
   
355,826
     
270,256
 
  Losses on sales of other real estate owned
 
24,928
   
1,671
   
18,468
     
-
 
  Other real estate owned expenses
 
131,899
   
48,491
   
88,420
     
21,268
 
  FDIC insurance
 
410,043
   
442,385
   
183,412
     
189,989
 
  Merger related expenses
 
8,545
   
2,223,419
   
4,000
     
1,187,347
 
  Other
 
3,249,167
   
3,194,113
   
1,854,655
     
1,956,809
 
     Total other operating expenses
 
22,806,675
   
22,644,598
   
11,884,328
     
12,200,960
 
Income before income tax expense
 
9,072,401
   
6,194,224
   
3,559,322
     
3,869,180
 
Income tax expense
 
3,013,828
   
1,909,105
   
1,115,282
     
1,249,076
 
     Net income
$
6,058,573
 
$
4,285,119
 
$
2,444,040
   
$
2,620,104
 
Weighted average shares outstanding
 
4,639,204
   
4,127,969
   
4,636,395
     
4,631,504
 
Basic and diluted earnings per share
$
1.31
 
$
1.04
 
$
0.53
   
$
0.57
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
4

 

             CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                         (UNAUDITED)
 
Six Months Ended
June 30
 
Three Months Ended
June 30,
 
   
2012
   
2011
 
2012
   
2011
 
                         
Net income
 
$
6,058,573
 
$
4,285,119
 
$
2,444,040
   
$
2,620,104
 
                             
Other comprehensive income
                           
Unrealized holding gains on securities available for sale
   
673,527
   
5,191,291
   
159,166
     
4,443,919
 
Change in unrealized losses on securities available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings, net of reclassification
   
-
   
-
   
-
     
-
 
Reclassification adjustment gains realized in net income
   
(299,919
)
 
(679,209
)
 
(2,750
)
   
(485,811
)
Net unrealized gains
   
373,608
   
4,512,082
   
156,416
     
3,958,108
 
Less:  Tax effect
   
175,792
   
1,745,544
   
60,126
     
1,531,234
 
Net of tax amount
   
197,816
   
2,766,538
   
96,290
     
2,426,874
 
                             
Change in funded status of defined benefit pension plan and other benefit plans
   
629,524
   
309,398
   
314,762
     
154,699
 
Less:  Tax effect
   
241,988
   
119,694
   
120,994
     
59,847
 
Net of tax amount
   
387,536
   
189,704
   
193,768
     
94,852
 
                             
Total other comprehensive income
   
585,352
   
2,956,242
   
290,058
     
2,521,726
 
                             
Comprehensive income
 
$
6,643,925
 
$
7,241,361
 
$
2,734,098
   
$
5,141,830
 
                             
                             
                             
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
   
-
     
-
     
4,285,119
     
-
     
-
     
4,285,119
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
2,956,242
     
2,956,242
 
Restricted stock awards
   
-
     
12,660
     
-
     
-
     
-
     
12,660
 
Restricted stock units for directors' deferred compensation plan
   
-
     
42,924
     
-
     
-
     
-
     
42,924
 
Cash dividends declared ($.50 per share)
   
-
     
-
     
(2,033,380
)
   
-
     
-
     
(2,033,380
)
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 3,387 shares of treasury stock for employee
  restricted stock awards
   
-
     
(35,260
)
   
-
     
86,550
     
-
     
51,290
 
Purchase of 7,844 shares of treasury stock
   
-
     
-
     
-
     
(183,542
)
   
-
     
(183,542
)
Issuance of 1,009,942 shares related to FOFC Merger
   
10,100
     
23,723,538
     
-
     
-
     
-
     
23,733,638
 
Balances at June 30, 2011
 
$
53,101
   
$
45,718,649
   
$
96,659,359
   
$
(18,929,935
)
 
$
3,058,717
   
$
126,559,891
 
                                                 
Balances at December 31, 2011
 
$
53,101
   
$
45,582,861
   
$
100,628,900
   
$
(18,894,044
)
 
$
(1,441,378
)
 
$
125,929,440
 
Net income
   
-
     
-
     
6,058,573
     
-
     
-
     
6,058,573
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
585,352
     
585,352
 
Restricted stock awards
   
-
     
44,743
     
-
     
-
     
-
     
44,743
 
Restricted stock units for directors' deferred compensation plan
   
-
     
42,982
     
-
     
-
     
-
     
42,982
 
Cash dividends declared ($.50 per share)
   
-
     
-
     
(2,286,005
)
   
-
     
-
     
(2,286,005
)
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 1,079 shares of treasury stock for employee
    restricted stock awards
   
-
     
(27,514
)
   
-
     
27,514
     
-
     
-
 
Purchase of 19,098 shares of treasury stock
   
-
     
-
     
-
     
(480,073
)
   
-
     
(480,073
)
Balances at June 30, 2012
 
$
53,101
   
$
45,525,152
   
$
104,401,468
   
$
(18,914,894
)
 
$
(856,026
)
 
$
130,208,801
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
6

 

             CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
   
Six Months Ended June 30
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
2012
   
2011
 
Net income
 
$
6,058,573
   
$
4,285,119
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of intangible assets
   
548,190
     
465,192
 
Provision for loan losses
   
528,897
     
250,000
 
Depreciation and amortization of fixed assets
   
1,497,490
     
1,450,227
 
Amortization of premiums on securities, net
   
894,292
     
557,177
 
Gains on sales of loans held for sale, net
   
(144,380
)
   
(79,332
)
Proceeds from sales of loans held for sale
   
5,360,780
     
3,480,239
 
Loans originated and held for sale
   
(5,303,317
)
   
(3,264,965
)
Net losses (gains) on sale of other real estate owned
   
4,502
     
(87,290
)
Net gains on trading assets
   
(17,369
)
   
(11,851
)
Net gains on securities transactions
   
(299,919
)
   
(679,209
)
Proceeds from sales of trading assets
   
92,584
     
-
 
Purchase of trading assets
   
(32,939
)
   
(249,568
)
Decrease in other assets
   
4,919,260
     
3,916,406
 
Decrease (increase) in prepaid FDIC assessment
   
372,601
     
(323,836
)
Decrease in accrued interest payable
   
(144,225
)
   
(160,511
)
Expense related to restricted stock units for directors' deferred compensation plan
   
42,982
     
42,924
 
Expense related to employee stock compensation
   
80,000
     
55,000
 
Expense related to employee stock awards
   
44,743
     
12,660
 
Decrease in other liabilities
   
(104,425
)
   
(2,255,146
)
Income from bank owned life insurance
   
(43,269
)
   
(43,611
)
     Net cash provided by operating activities
   
14,355,051
     
7,359,625
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales and calls of securities available for sale
   
69,367,438
     
56,656,054
 
Proceeds from maturities and principal collected on securities available for sale
   
14,616,579
     
14,554,015
 
Proceeds from maturities and principal collected on securities held to maturity
   
3,518,840
     
2,579,275
 
Purchases of securities available for sale
   
(64,276,418
)
   
(80,994,140
)
Purchases of securities held to maturity
   
(1,541,250
)
   
(2,905,024
)
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock
   
(26,250
)
   
(45,000
)
Redemption of Federal Home Loan Bank and Federal Reserve Bank stock
   
176,900
     
228,450
 
Purchases of premises and equipment
   
(1,452,526
)
   
(722,734
)
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
   
132,273
     
323,143
 
Net increase in loans
   
(58,445,477
)
   
(10,752,681
)
     Net cash (used) provided by investing activities
   
(37,929,891
)
   
4,068,537
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in demand deposits, NOW accounts, savings accounts,
     and insured money market accounts
   
72,097,856
     
29,819,077
 
Net decrease in time deposits and individual retirement accounts
   
(16,911,987
)
   
(2,684,163
)
Net decrease in securities sold under agreements to repurchase
   
(5,356,414
)
   
(13,124,903
)
Repayments of Federal Home Loan Bank long term advances
   
(2,216,124
)
   
(157,983
)
Purchase of treasury stock
   
(480,073
)
   
(183,542
)
Cash dividends paid
   
(2,285,005
)
   
(1,772,606
)
     Net cash provided by financing activities
   
44,848,253
     
11,895,880
 
Net increase in cash and cash equivalents
   
21,273,413
     
23,324,042
 
Cash and cash equivalents, beginning of period
   
52,901,853
     
60,619,777
 
Cash and cash equivalents, end of period
 
$
74,175,266
   
$
83,943,819
 

 
7

 

(continued)

Supplemental disclosure of cash flow information:
               
Cash paid during the year for:
               
  Interest
 
$
3,068,390
   
$
3,272,153
 
  Income Taxes
 
$
3,500
   
$
2,204,866
 
Supplemental disclosure of non-cash activity:
               
  Transfer of loans to other real estate owned
 
$
223,071
   
$
32,621
 
                 
                 
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,
shareholders' equity and comprehensive income, 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 June 30, 2012 and December 31, 2011, and results of operations for the three and six-
month periods ended June 30, 2012 and 2011, and changes in shareholders' equity and cash flows for the
six-month periods ended June 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
4,639,204 and 4,127,969 weighted average shares outstanding for the six-month periods ended June 30,
2012 and 2011, and 4,636,395 and 4,631,504 weighted average shares outstanding for the three-month
periods ended June 30, 2012 and 2011, respectively.  There were no dilutive common stock equivalents
during the three and six-month periods ended June 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:  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
June 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
 
$
147,351,879
   
$
37,929,000
   
$
109,422,879
   
$
-
 
Mortgage-backed securities, residential
   
40,608,180
     
-
     
40,608,180
     
-
 
Obligations of states and political subdivisions
   
43,427,345
     
-
     
43,427,345
     
-
 
Collateralized mortgage obligations
   
5,487,056
     
-
     
5,487,056
     
-
 
Corporate bonds and notes
   
13,711,247
     
-
     
13,711,247
     
-
 
SBA loan pools
   
1,863,449
     
-
     
1,863,449
     
-
 
Trust Preferred securities
   
2,426,785
     
-
     
2,083,750
     
343,035
 
Corporate stocks
   
6,065,505
     
5,375,502
     
690,003
     
-
 
Total available for sale securities
 
$
260,941,446
   
$
43,304,502
   
$
217,293,909
   
$
343,035
 
                                 
Trading assets
 
$
252,105
   
$
252,105
   
$
-
   
$
-
 

     
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 six-month periods ending June
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 table below presents a reconciliation of all assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the six-month periods ending June 30, 2012
and 2011:

   
Fair Value Measurement for Six-Months Ended June 30, 2012 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for Six-Months Ended June 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
   
-
     
-
 
  Included in other comprehensive income
   
48,125
     
37,150
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance June 30
 
$
343,035
   
$
371,735
 


   
Fair Value Measurement for Three-Months Ended June 30, 2012 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for Three-Months Ended June 30, 2011 Using Significant Unobservable Inputs (Level 3)
 
Trust Preferred Securities Available for Sale
           
Beginning balance
 
$
346,210
   
$
349,035
 
Total gains/losses (realized/unrealized):
               
  Included in earnings:
               
    Income on securities
   
-
     
-
 
    Impairment charge on investment securities
   
-
     
-
 
  Included in other comprehensive income
   
(3,175
)
   
22,700
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance June 30
 
$
343,035
   
$
371,735
 



 
13

 

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

     
Fair Value Measurement at
June 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
 
$
1,123,030
   
$
-
   
$
-
   
$
1,123,030
 
Commercial mortgages:
           
-
     
-
         
  Other
   
1,005,169
     
-
     
-
     
1,005,169
 
Residential mortgages
   
125,136
     
-
     
-
     
125,136
 
     Total Impaired Loans
 
$
2,253,335
   
$
-
   
$
-
   
$
2,253,335
 
                                 
Other real estate owned:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
197,800
   
$
-
   
$
-
   
$
197,800
 
Commercial mortgages:
                               
  Other
   
316,060
     
-
     
-
     
316,060
 
Residential mortgages
   
419,810
     
-
     
-
     
419,810
 
Consumer loans:
                               
  Home equity lines & loans
   
36,600
     
-
     
-
     
36,600
 
     Total Other real estate owned, net
 
$
970,270
   
$
-
   
$
-
   
$
970,270
 

     
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 carrying amount of $3,586,354 with a valuation allowance of $1,333,019 as of
June 30, 2012, resulting in no additional provision for loan losses for the three and six-month periods
ending June 30, 2012.  Impaired loans had a carrying amount 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 $970,270 at June 30, 2012.  The net carrying amount reflects the outstanding balance of
$1,078,156 net of a valuation allowance of $107,886 at June 30, 2012, which resulted in a write down of
$20,240 for the three and six-month periods ending June 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 June 30, 2012
and December 31, 2011, are as follows (dollars in thousands):
   
Fair Value Measurements at
June 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
 
$
33,673
   
$
33,673
   
$
-
 
-
 
$
33,673
 
Interest-bearing deposits in other
   financial institutions
   
40,502
     
37,615
     
2,887
 
-
   
40,502
 
Trading assets
   
252
     
252
     
-
 
-
   
252
 
Securities available for sale
   
260,941
     
43,304
     
217,294
 
343
   
260,941
 
Securities held to maturity
   
6,334
     
-
     
7,098
 
-
   
7,098
 
Federal Home Loan and Federal
  Reserve Bank stock
   
5,359
     
-
     
-
 
-
   
N/A
 
Net loans
   
845,555
     
-
     
-
 
865,579
   
865,579
 
Loans held for sale
   
482
     
-
     
482
 
-
   
482
 
Accrued interest receivable
   
3,810
     
172
     
1,268
 
2,370
   
3,810
 
                                   
Financial liabilities:
                                 
Deposits:
                                 
Demand, savings, and insured
  money market accounts
   
793,600
     
793,600
     
-
 
-
   
793,600
 
Time deposits
   
260,078
     
-
     
261,851
 
-
   
261,851
 
Securities sold under agreements
  to repurchase
   
31,750
     
-
     
34,299
 
-
   
34,299
 
Federal Home Loan Bank
  advances
   
41,128
     
-
     
43,747
 
-
   
43,747
 
Accrued interest payable
   
656
     
12
     
644
 
-
   
656
 
Dividends payable
   
1,142
     
1,142
     
-
 
-
   
1,142
 


 
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 ninety 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 June 30, 2012
and 2011 were as follows:

 
2012
   
2011
 
Beginning of year
 
$
21,983,617
   
$
9,872,375
 
Adjustment of Acquired goodwill
   
(159,174
)
   
-
 
June 30,
 
$
21,824,443
   
$
9,872,375
 

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

   
At June 30, 2012
   
At December 31, 2011
 
   
Balance Acquired
   
Accumulated Amortization
   
Balance Acquired
   
Accumulated Amortization
 
Core deposit intangibles
 
$
3,819,798
   
$
1,514,800
   
$
3,819,798
   
$
1,213,118
 
Other customer relationship intangibles
   
6,063,423
     
2,726,071
     
6,063,423
     
2,479,563
 
Total
 
$
9,883,221
   
$
4,240,871
   
$
9,883,221
   
$
3,692,681
 

Aggregate amortization expense was $548,190 and $465,192 for the six-month periods ended June 30,
2012 and 2011, respectively.

 
17

 

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

Year
 
Estimated Expense
 
2012
 
$
498,530
 
2013
   
876,524
 
2014
   
777,801
 
2015
   
681,176
 
2016
   
607,713
 
2017 and thereafter
   
2,200,606
 
Total
 
$
5,642,350
 


6.           Accumulated Other Comprehensive Income
 
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 balance, net of tax:

 
Balance at
December 31, 2011
 
Current Period Change
 
Balance at
June 30,
 2012
Unrealized gains on securities available for sale
 
$
7,987,055
   
$
197,816
   
$
8,184,871
 
Unrealized loss on pension plans and other benefit
  plans
   
(9,428,433
)
   
387,536
     
(9,040,897
)
     Total
 
$
(1,441,378
)
 
$
585,352
   
$
(856,026
)



 
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 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:

   
June 30, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S. Government
  sponsored enterprises
 
$
143,778,752
   
$
3,581,127
   
$
8,000
   
$
147,351,879
 
Mortgage-backed securities, residential
   
38,178,813
     
2,429,367
     
-
     
40,608,180
 
Collateralized Mortgage obligations
   
5,399,128
     
90,845
     
2,917
     
5,487,056
 
Obligations of states and political subdivisions
   
41,695,595
     
1,737,291
     
5,541
     
43,427,345
 
Corporate bonds and notes
   
13,435,143
     
304,121
     
28,017
     
13,711,247
 
SBA loan pools
   
1,828,325
     
35,124
     
-
     
1,863,449
 
Trust Preferred securities
   
2,542,121
     
197,274
     
312,610
     
2,426,785
 
Corporate stocks
   
787,807
     
5,284,374
     
6,676
     
6,065,505
 
     Total
 
$
247,645,684
   
$
13,659,523
   
$
363,761
   
$
260,941,446
 


 
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
   
7,412,470
     
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
   
2,538,286
     
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:

   
June 30, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
6,334,331
   
$
763,815
   
$
-
   
$
7,098,146
 
     Total
 
$
6,334,331
   
$
763,815
   
$
-
   
$
7,098,146
 

 
 
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
 
     Total
 
$
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:

   
June 30, 2012
 
   
Available for Sale
   
Held to Maturity
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Within One Year
 
$
60,679,329
   
$
61,410,522
   
$
1,613,513
   
$
1,647,827
 
After One, But Within Five Years
   
132,755,934
     
137,107,786
     
3,293,374
     
3,663,339
 
After Five, But Within Ten Years
   
7,360,703
     
8,055,913
     
1,427,444
     
1,786,980
 
After Ten Years
   
655,645
     
343,035
     
-
     
-
 
Mortgage-backed securities, residential
   
38,178,813
     
40,608,180
     
-
     
-
 
Collateralized mortgage obligations
   
5,399,128
     
5,487,056
     
-
     
-
 
SBA loan pools
   
1,828,325
     
1,863,449
     
-
     
-
 
     Total
 
$
246,857,877
   
$
254,875,941
   
$
6,334,331
   
$
7,098,146
 


 
20

 

Proceeds from sales and calls of securities available for sale for the three and six months ended June 30,
2012 were $16,787,750 and $69,367,438, respectively.  Realized gross gains on these sales and calls
were $2,750 and $299,919 during the three and six month periods ended June 30, 2012, respectively.  
There were no sales or calls of securities available for sale that resulted in losses for the three or six-
months ended June 30, 2012.
 
Proceeds from sales and calls of securities available for sale for the three and six months ended June
30, 2011, were $6,485,156 and $56,656,054, respectively.  Realized gross gains on these sales and calls
were $485,811 and $679,209 during the three and six month periods ended June 30, 2011, respectively.  
There were no sales or calls of securities available for sale that resulted in losses for the three or six-
months ended June 30, 2011.
 
 
The following table summarizes the investment securities available for sale and held to maturity with
unrealized losses at June 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
 
June 30, 2012
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
4,992,000
   
$
8,000
   
$
-
   
$
-
   
$
4,992,000
   
$
8,000
 
Collateralized mortgage obligations
   
553,923
     
2,917
     
-
     
-
     
553,923
     
2,917
 
Obligations of states and political subdivisions
   
948,419
     
5,541
     
-
     
-
     
948,419
     
5,541
 
Corporate bonds and notes
   
4,025,117
     
17,489
     
512,734
     
10,528
     
4,537,851
     
28,017
 
Trust preferred securities
   
-
     
-
     
343,035
     
312,610
     
343,035
     
312,610
 
Corporate stocks
   
45,285
     
4,707
     
1,670
     
1,969
     
46,955
     
6,676
 
     Total temporarily
        impaired securities
 
$
10,564,744
   
$
38,654
   
$
857,439
   
$
325,107
   
$
11,422,183
   
$
363,761
 


   
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 June 30, 2012, the majority of the Corporation's unrealized losses in the investment securities
portfolio related to two pooled trust preferred securities. The decline in fair value on these securities 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 these securities.  This fact combined with the current
illiquidity in the market makes it unlikely that the Corporation would be able to recover its investment in
these securities if the securities were sold at this time.  One of these securities has been previously
written down through the income statement to an amount considered to be immaterial to the financial
statements.  Therefore management is no longer analyzing this security for further impairment.
 
Our analysis of these investments includes a $629 thousand book value collateralized debt obligation
("CDO") which is a pooled trust preferred security. This security was rated high quality at inception, but
at June 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 June 30, 2012 analysis, our model indicated no additional OTTI on this CDO.  
This security remained classified as available for sale and represented $304 thousand of the unrealized
losses reported at June 30, 2012.  Payments continue to be made as agreed on this security.

 
22

 

When conducting the June 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 a slight decrease in value during the quarter,
based on factors other than credit, which resulted in a loss 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 other-than-temporary impairment recognized in
accumulated other comprehensive income was $190,833 and $214,680 for securities available for sale at
June 30, 2012 and June 30, 2011, respectively.
 
The table below presents a roll forward of the cumulative credit losses recognized in earnings for the
three and six-month periods ending June 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
   
-
     
-
 
Ending balance, June 30,
 
$
3,506,073
   
$
3,438,673
 

Beginning balance, April 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
   
-
     
-
 
Ending balance, June 30,
 
$
3,506,073
   
$
3,438,673
 


 
23

 

9.           Loans and Allowance for Loan Losses
 
The composition of the loan portfolio is summarized as follows:

   
June 30, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
139,046,623
   
$
142,209,279
 
Commercial mortgages
   
297,158,610
     
264,589,013
 
Residential mortgages
   
194,511,823
     
193,599,853
 
Indirect consumer loans
   
124,061,078
     
97,165,447
 
Consumer loans
   
101,169,118
     
99,351,585
 
   
$
855,947,252
   
$
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 by portfolio segment for the three
and six-month periods ending June 30, 2012 and June 30, 2011 and by loans originated by the
Corporation (referred to as “Legacy” loans) and loans acquired in the merger with Fort Orange Financial
Corp. (“FOFC”) which was completed on April 8, 2011 (referred to as “Acquired” loans).  The
Acquired loan allowance represents any valuation allowances established after acquisition for decreases
in cash flows expected to be collected on loans acquired with deteriorated credit quality:
 
 
Legacy Loans
 
Six Months Ended
June 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
)
   
(8,295
)
   
(72,613
)
   
(273,428
)
   
-
     
(360,128
)
  Recoveries:
   
351,763
     
30,496
     
-
     
107,723
     
-
     
489,982
 
     Net recoveries
       (charge offs)
   
345,971
     
22,201
     
(72,613
)
   
(165,705
)
   
-
     
129,854
 
  Provision
   
(692,788
)
   
395,618
     
187,780
     
447,161
     
(29,772
)
   
307,999
 
Ending balance
 
$
2,796,556
   
$
2,987,968
   
$
1,424,816
   
$
2,474,185
   
$
413,648
   
$
10,097,173
 


Acquired loans
 
Six Months Ended
June 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
June 30, 2012
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
3,136,457
   
$
2,953,632
   
$
1,417,252
   
$
2,100,433
   
$
373,708
   
$
9,981,482
 
  Charge Offs:
   
(5,792
)
   
(8,295
)
   
(58,273
)
   
(115,109
)
   
-
     
(187,469
)
  Recoveries:
   
179,160
     
20,261
     
-
     
45,741
     
-
     
245,162
 
     Net recoveries
        (charge offs)
   
173,368
     
11,966
     
(58,273
)
   
(69,368
)
   
-
     
57,693
 
  Provision
   
(513,269
)
   
22,370
     
65,837
     
443,120
     
39,940
     
57,998
 
Ending balance
 
$
2,796,556
   
$
2,987,968
   
$
1,424,816
   
$
2,474,185
   
$
413,648
   
$
10,097,173
 

Acquired loans
 
Three Months Ended
June 30, 2012
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
224,936
   
$
76,872
   
$
-
   
$
-
   
$
-
   
$
301,808
 
Reclassification of acquired loan
  Discount
   
-
     
-
     
-
     
-
     
-
     
-
 
  Charge Offs:
   
-
     
-
     
-
     
-
     
-
     
-
 
  Recoveries:
   
-
     
-
     
-
     
-
     
-
     
-
 
     Net charge offs
   
-
     
-
     
-
     
-
     
-
     
-
 
  Provision
   
(17,281
)
   
10,872
     
-
     
-
     
-
     
(6,409
)
Ending balance
 
$
207,655
   
$
87,744
   
$
-
   
$
-
   
$
-
   
$
295,399
 

   
Six Months Ended June 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:
   
(3003
)
   
(3,764
)
   
-
     
(340,655
)
   
-
     
(347,422
)
  Recoveries:
   
205,406
     
26,103
     
30,324
     
93,130
     
-
     
354,963
 
     Net recoveries
        (charge offs)
   
202,403
     
22,339
     
30,324
     
(247,525
)
   
-
     
7,541
 
  Provision
   
760,731
     
15,258
     
(85,224
)
   
(182,038
)
   
(258,727
)
   
250,000
 
Ending balance
 
$
3,081,433
   
$
2,612,655
   
$
1,246,880
   
$
2,297,459
   
$
517,245
   
$
9,755,672
 

   
Three Months Ended June 30, 2011
 
Allowance for loan losses
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
2,502,200
   
$
2,657,185
   
$
1,366,214
   
$
2,424,312
   
$
641,040
   
$
9,590,951
 
  Charge Offs:
   
(3,003
)
   
-
     
-
     
(133,744
)
   
-
     
(136,747
)
  Recoveries:
   
87,941
     
23,350
     
15,845
     
49,332
     
-
     
176,468
 
     Net recoveries
        (charge offs)
   
84,938
     
23,350
     
15,845
     
(84,412
)
   
-
     
39,721
 
  Provision
   
487,419
     
(61,004
)
   
(135,179
)
   
(42,441
)
   
(123,795
)
   
125,000
 
Ending balance
 
$
3,081,433
   
$
2,612,655
   
$
1,246,880
   
$
2,297,459
   
$
517,245
   
$
9,755,672
 


 
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 June 30, 2012 and December 31, 2011.  
The recorded investment excludes Acquired loans except for those loans acquired with deteriorated
credit quality:

   
June 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
 
$
1,195,684
   
$
134,466
   
$
2,869
   
$
-
   
$
-
   
$
1,333,019
 
Collectively evaluated for impairment
   
1,600,872
     
2,853,502
     
1,421,947
     
2,474,185
     
413,648
     
8,764,154
 
Acquired with deteriorated credit quality
   
207,655
     
87,744
     
-
     
-
     
-
     
247,963
 
Total ending allowance balance
 
$
3,004,211
   
$
3,075,712
   
$
1,424,816
   
$
2,474,185
   
$
413,648
   
$
10,392,572
 


   
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
 


   
June 30, 2012
 
Loans:
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually evaluated for impairment
 
$
2,499,767
   
$
2,065,838
   
$
140,043
   
$
-
   
$
4,705,648
 
Loans collectively evaluated for impairment
   
114,594,272
     
215,053,094
     
178,839,976
     
220,242,896
     
728,730,238
 
Acquired with deteriorated credit quality
   
1,197,884
     
11,433,363
     
235,555
     
-
     
12,866,802
 
  Total ending loans balance
 
$
118,921,923
   
$
228,552,295
   
$
179,215,574
   
$
220,242,896
   
$
746,302,688
 


   
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 June 30, 2012 and December 31, 2011, the average
recorded investment and interest income recognized by class of loans as of the three and six-month periods ending June 30, 2012 and 2011:
   
June 30, 2012
 
December 31, 2011
 
   
Unpaid Principal Balance
   
Allowance for Loan Losses Allocated
   
Recorded Investment
   
Unpaid Principal Balance
   
Allowance for Loan Losses Allocated
     
Recorded Investment
   
With no related allowance recorded:
                                       
Commercial, financial and agricultural:
                                       
  Commercial & industrial
 
$
180,672
   
$
-
   
$
180,785
   
$
2,914,401
 
$
-
   
$
2,914,776
   
Commercial mortgages:
                                               
  Construction
   
10,454
     
-
     
10,454
     
10,454
   
-
     
10,454
   
  Other
   
928,897
     
-
     
915,838
     
862,815
   
-
     
860,648
   
Residential mortgages
   
12,038
     
-
     
12,038
     
178,925
   
-
     
179,337
   
With an allowance recorded:
                                               
Commercial, financial and agricultural:
                                               
  Commercial & industrial
   
2,318,714
     
1,195,684
     
2,318,982
     
2,360,252
   
1,528,651
     
2,360,267
   
Commercial mortgages:
                                               
  Construction
   
-
     
-
     
-
     
8,295
   
8,295
     
8,295
   
  Other
   
1,139,635
     
134,466
     
1,139,546
     
3,727,097
   
405,260
     
3,724,166
   
Residential mortgages
   
128,005
     
2,869
     
128,005
     
-
   
-
     
-
   
  Total
 
$
4,718.415
   
$
1,333,019
   
$
4,705,648
   
$
10,062,239
 
$
1,942,206
   
$
10,057,943
   

     
Six-Months Ended
June 30, 2012
   
Six-Months Ended
June 30, 2011
   
Three Months Ended
June 30, 2012
   
Three Months Ended
June 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
 
$
1,067,170
 
$
-
   
$
3,141,620
   
$
18,759
   
$
143,367
   
$
-
   
$
3,116,317
   
$
10,933
 
Commercial mortgages:
                                                             
  Construction
   
10,454
   
-
     
31,128
     
-
     
10,454
     
-
     
30,559
     
-
 
  Other
   
827,553
   
-
     
3,451,644
     
-
     
811,005
     
-
     
3,402,624
     
-
 
Residential mortgages
   
111,368
   
-
     
349,501
     
5,640
     
77,384
     
-
     
320,055
     
3,266
 
Consumer loans:
                                                             
  Home equity lines & loans
   
19,856
   
2,289
     
-
     
-
     
29,784
     
1,123
     
-
     
-
 
With an allowance recorded:
                                                             
Commercial, financial and agricultural:
                                                             
  Commercial & industrial
   
2,347,963
   
-
     
1,306,572
     
144,242
     
2,341,810
     
-
     
1,948,091
     
144,242
 
Commercial mortgages:
                                                             
  Construction
   
5,530
   
-
     
30,318
     
-
     
4,148
     
-
     
20,008
     
-
 
  Other
   
2,109,919
   
-
     
703,733
     
-
     
1,302,796
     
-
     
646,603
     
-
 
Residential mortgages
   
42,668
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
  Total
 
$
6,542,481
 
$
2,289
   
$
9,014,516
   
$
168,641
   
$
4,720,748
   
$
1,123
   
$
9,484,257
   
$
157,841
 

 
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 June 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:

   
June 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
 
$
2,903,371
   
$
-
   
$
5,611,805
   
$
-
 
  Commercial mortgages:
                               
    Construction
   
419,434
     
6,269,714
     
18,749
     
7,295,104
 
    Other
   
2,248,954
     
-
     
4,778,384
     
-
 
Residential mortgages
   
2,492,865
     
-
     
2,611,096
     
-
 
Consumer loans
                               
  Credit cards
   
-
     
6,710
     
-
     
9,053
 
  Home equity lines & loans
   
467,544
     
-
     
455,418
     
-
 
  Indirect consumer loans
   
22,457
     
-
     
22,287
     
-
 
  Other direct consumer loans
   
177,886
     
-
     
113,349
     
-
 
Total
 
$
8,732,511
   
$
6,276,424
   
$
13,611,088
   
$
7,304,157
 

 
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 June 30,
2012 and December 31, 2011 and by Legacy loans and Acquired loans:

   
June 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
 
$
27,835
   
$
-
   
$
229,807
   
$
257,642
   
$
-
   
$
116,317,883
   
$
116,575,525
 
  Agricultural
   
-
     
-
     
-
     
-
     
-
     
518,514
     
518,514
 
Commercial mortgages:
                                                       
  Construction
   
340,910
     
-
     
10,454
     
351,364
     
-
     
22,835,834
     
23,187,198
 
  Other
   
46,100
     
-
     
506,261
     
552,361
     
-
     
193,379,374
     
193,931,735
 
Residential mortgages
   
1,614,383
     
336,911
     
770,010
     
2,721,304
     
-
     
176,258,714
     
178,980,018
 
Consumer loans:
                                                       
  Credit cards
   
5,187
     
5,171
     
6,710
     
17,068
     
-
     
1,762,968
     
1,780,036
 
  Home equity lines & loans
   
121,678
     
54,119
     
179,233
     
355,030
     
-
     
76,597,137
     
76,952,167
 
  Indirect consumer loans
   
724,477
     
123,534
     
135,626
     
983,637
     
-
     
123,425,437
     
124,409,074
 
  Other direct consumer loans
   
44,009
     
7,367
     
12,977
     
64,353
     
-
     
17,037,265
     
17,101,618
 
  Total
 
$
2,924,579
   
$
527,102
   
$
1,851,078
   
$
5,302,759
   
$
-
   
$
728,133,127
   
$
733,435,886
 

   
June 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
 
$
168,854
   
$
124,049
   
$
313,216
   
$
606,119
   
$
1,197,884
   
$
22,396,047
   
$
24,200,050
 
Commercial mortgages:
                                                       
  Construction
   
-
     
-
     
6,678,694
     
6,678,694
     
1,190,848
     
2,475,508
     
10,345,050
 
  Other
   
544,679
     
953,295
     
193,570
     
1,691,544
     
10,242,515
     
56,718,062
     
68,652,121
 
Residential mortgages
   
857,208
     
57,966
     
204,636
     
1,119,810
     
235,555
     
14,685,097
     
16,040,462
 
Consumer loans:
                                                       
  Home equity lines & loans
   
-
     
-
     
-
     
-
     
-
     
5,528,355
     
5,528,355
 
  Other direct consumer loans
   
-
     
-
     
362
     
362
     
-
     
91,599
     
91,961
 
  Total
 
$
1,570,741
   
$
1,135,310
   
$
7,390,478
   
$
10,096,529
   
$
12,866,802
   
$
101,894,668
   
$
124,857,999
 

 
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 $3 thousand of allocated specific reserves to customers whose loan terms have
been modified in troubled debt restructurings which are included in non-accrual loans as of June 30,
2012.  The Corporation had $218 thousand 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 June 30,
2012 or December 31, 2011 to customers with outstanding loans that are classified as trouble debt
restructurings.
 
During the six months ended June 30, 2012, one loan in the amount of $59 thousand was modified as a
troubled debt restructuring by the Corporation.  This loan was paid off during the second quarter of
2012.  The modification of the terms of this loan included an extension of the maturity date.  During the
three months ended June 30, 2012, no loans were modified as troubled debt restructurings 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 June 30, 2012 and
December 31, 2011, the risk category of the recorded investment of loans by class of loans is as follows:

   
June 30, 2012
 
Legacy Loans:
 
Not Rated
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                             
  Commercial & industrial
 
$
-
   
$
99,732,167
   
$
12,130,092
   
$
2,768,639
   
$
1,944,627
 
  Agricultural
   
-
     
518,514
     
-
     
-
     
-
 
Commercial mortgages:
                                       
  Construction
   
-
     
22,220,989
     
201,730
     
764,479
     
-
 
  Other
   
-
     
179,478,529
     
9,211,037
     
4,844,286
     
397,883
 
Residential mortgages
   
176,749,755
     
-
     
-
     
2,230,263
     
-
 
Consumer loans:
                                       
  Credit cards
   
1,780,036
     
-
     
-
     
-
     
-
 
  Home equity lines & loans
   
76,399,344
     
-
     
-
     
552,823
     
-
 
  Indirect consumer loans
   
124,231,188
     
-
     
-
     
177,886
     
-
 
  Other direct consumer loans
   
17,079,524
     
-
     
-
     
22,095
     
-
 
  Total
 
$
396,239,847
   
$
301,950,199
   
$
21,542,859
   
$
11,360,471
   
$
2,342,510
 

 
June 30, 2012
 
Acquired Loans:
 
Not Rated
   
Pass
   
Loans Acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                                   
  Commercial & industrial
 
$
-
     
22,078,338
   
$
1,197,884
   
$
548,402
   
$
287,646
   
$
87,780
 
Commercial mortgages:
   
-
                                         
  Construction
   
-
     
997,892
     
1,190,848
     
6,557,221
     
1,599,089
     
-
 
  Other
   
-
     
55,072,078
     
10,242,515
     
474,202
     
2,669,756
     
193,570
 
Residential mortgages
   
15,542,306
     
-
     
235,555
     
-
     
262,601
     
-
 
Consumer loans
                                               
  Home equity lines & loans
   
5,528,355
     
-
     
-
     
-
     
-
     
-
 
  Other direct consumer loans
   
91,961
     
-
     
-
     
-
     
-
     
-
 
  Total
 
$
21,162,622
     
78,148,308
   
$
12,866,802
   
$
7,579,825
   
$
4,819,092
   
$
281,350
 


   
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
table presents the recorded investment in residential and consumer loans based on payment activity as of
June 30, 2012 and December 31, 2011:

   
                      June 30, 2012
         
Consumer Loans
 
Legacy Loans:
 
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
176,749,755
   
$
1,773,326
   
$
76,484,390
   
$
124,231,188
   
$
17,079,523
 
Non-Performing
   
2,230,263
     
6,710
     
467,777
     
177,886
     
22,095
 
     
178,980,018
     
1,780,036
     
76,952,167
     
124,409,074
     
17,101,618
 
 
Acquired Loans:
                             
Performing
 
$
15,777,861
   
$
-
   
$
5,528,355
   
$
-
   
$
91,599
 
Non-Performing
   
262,601
     
-
     
-
     
-
     
362
 
Total
 
$
16,040,462
   
$
-
   
$
5,528,355
   
$
-
   
$
91,961
 

   
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.  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 June 30, 2012 and from March 31, 2012 to June 30, 2012 (in thousands of dollars):

Six Months Ended June 30, 2012
 
Balance at December 31, 2011
   
Income Accretion
   
All Other Adjustments
   
Balance at June 30,
2012
 
Contractually required principal and interest
 
$
21,261
   
$
-
   
$
(1,426
)
 
$
19,835
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(4,662
)
   
-
     
684
     
(3,978
)
Cash flows expected to be collected
   
16,599
     
-
     
(742
)
   
15,857
 
Interest component of expected cash flows (accretable yield)
   
(1,844
)
   
1,171
     
(2,299
)
   
(2,972
)
Fair value of loans acquired with deteriorating credit quality
 
$
14,755
   
$
1,171
   
$
(3,041
)
 
$
12,885
 

Three Months Ended June 30, 2012
 
Balance at March 31, 2012
   
Income Accretion
   
All Other Adjustments
   
Balance at June 30,
2012
 
Contractually required principal and interest
 
$
17,780
   
$
-
   
$
2,055
   
$
19,835
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(4,222
)
   
-
     
244
     
(3,978
)
Cash flows expected to be collected
   
13,558
     
-
     
2,299
     
15,857
 
Interest component of expected cash flows (accretable yield)
   
(1,417
)
   
255
     
(1,810
)
   
(2,972
)
Fair value of loans acquired with deteriorating credit quality
 
$
12,141
   
$
255
   
$
489
   
$
12,885
 


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

 
Six Months Ended
 
Three Months Ended
 
June 30,
 
June 30,
 
June 30,
     
June 30,
 
   
2012
   
2011
 
2012
   
2011
 
Qualified Pension
                       
Service cost, benefits earned during the period
$
646,702
 
$
518,268
 
$
323,351
 
$
259,134
 
Interest cost on projected benefit obligation
 
812,220
   
785,912
   
406,110
     
392,956
 
Expected return on plan assets
 
(1,326,986
)
 
(1,171,346
)
 
(663,493
)
   
(585,673
)
Amortization of unrecognized transition obligation
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
6,928
   
14,940
   
3,464
     
7,470
 
Amortization of unrecognized net loss
 
661,136
   
338,226
   
330,568
     
169,113
 
  Net periodic pension expense
$
800,000
 
$
486,000
 
$
400,000
   
$
243,000
 
                           
Supplemental Pension
                         
Service cost, benefits earned during the period
$
17,384
 
$
15,312
 
$
8,692
   
$
7,656
 
Interest cost on projected benefit obligation
 
25,546
   
26,887
   
12,773
     
13,443
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
-
   
-
   
-
     
-
 
Amortization of unrecognized net loss
 
9,960
   
4,732
   
4,980
     
2,366
 
  Net periodic supplemental pension expense
$
52,890
 
$
46,931
 
$
26,445
   
$
23,465
 
                           
Postretirement, Medical and Life
                         
Service cost, benefits earned during the period
$
17,500
 
$
16,500
 
$
8,750
   
$
8,250
 
Interest cost on projected benefit obligation
 
36,000
   
37,500
   
18,000
     
18,750
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
(48,500
)
 
(48,500
)
 
(24,250
)
   
(24,250
)
Amortization of unrecognized net gain
 
-
   
-
   
-
     
-
 
  Net periodic postretirement, medical and life expense
$
5,000
 
$
5,500
 
$
2,500
   
$
2,750
 

 
36

 

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 entity 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 June 30, 2012
   
Six Months Ended June 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
$
11,363
 
$
-
 
$
2
 
$
11,365
   
$
23,376
   
$
-
   
$
5
   
$
23,381
   
Provision for loan losses
 
52
   
-
   
-
   
52
     
529
     
-
     
-
     
529
   
Net interest income after provision for loan losses
 
11,311
   
-
   
2
   
11,313
     
22,847
     
-
     
5
     
22,852
   
Other operating income
 
2,139
   
1,727
   
264
   
4,130
     
5,216
     
3,502
     
309
     
9,027
   
Other operating expenses
 
9,903
   
1,762
   
219
   
11,884
     
18,834
     
3,571
     
402
     
22,807
   
Income or (loss) before income tax expense
 
3,547
   
(35
)
 
47
   
3,559
     
9,229
     
(69
)
   
(88
)
   
9,072
   
Income tax expense (benefit)
 
1,127
   
(14
)
 
2
   
1,115
     
3,110
     
(26
)
   
(70
)
   
3,014
   
Segment net income (loss)
$
2,420
 
$
(21
)
$
45
 
$
2,444
   
$
6,119
   
$
(43
)
 
$
(18
)
 
$
6,058
   
                                                           
Segment assets
                         
$
1,259,532
   
$
5,356
   
$
2,571
   
$
1,267,459
   


   
Three Months Ended June 30, 2011
   
Six Months Ended June 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
$
11,448
 
$
-
 
$
3
 
$
11,451
   
$
19,992
   
$
-
   
$
5
   
$
19,997
   
Provision for loan losses
 
125
   
-
   
-
   
125
     
250
     
-
     
-
     
250
   
Net interest income after provision for loan losses
 
11,323
   
-
   
3
   
11,326
     
19,742
     
-
     
5
     
19,747
   
Other operating income
 
2,732
   
1,768
   
244
   
4,744
     
4,819
     
3,384
     
888
     
9,091
   
Other operating expenses
 
10,215
   
1,791
   
195
   
12,201
     
18,620
     
3,607
     
417
     
22,644
   
Income or (loss) before income tax expense
 
3,840
   
(23
)
 
52
   
3,869
     
5,941
     
(223
)
   
476
     
6,194
   
Income tax expense (benefit)
 
1,255
   
(9
)
 
3
   
1,249
     
1,846
     
(86
)
   
149
     
1,909
   
Segment net income (loss)
$
2,585
 
$
(14
)
$
49
 
$
2,620
   
$
4,095
   
$
(137
)
 
$
327
   
$
4,285
   
                                                           
Segment assets
                         
$
1,228,705
   
$
6,020
   
$
2,311
   
$
1,237,036
   

 
37

 

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 CEO 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 twelve (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 $107 thousand related to this compensation was recognized
during the period ending June 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 5 year period.
 
 
A summary of restricted stock activity from December 31, 2011 to June 30, 2012 is presented below:

 
Shares
 
Weighted–Average Grant Date Fair Value
Nonvested at December 31, 2011
12,458
 
$
22.33
  Granted
1,079
   
23.18
  Vested
(624
)
 
22.47
  Forfeited or Cancelled
-
   
-
Nonvested at June 30, 2012
12,913
 
$
22.40

As of June 30, 2012, there was $254,191 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
4.12 years.

 
38

 

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 six-month periods ended June 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.

 
39

 

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 an 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-month and six-month periods ended June 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.

 
40

 

Financial Condition
 
Consolidated assets at June 30, 2012 totaled $1.267 billion, an increase of $51.2 million or 4.2% since
December 31, 2011.  The increase was principally due to a $59.0 million increase in loans, net of
deferred fees and costs and unearned income, and a $21.3 million increase in cash and cash equivalents,
offset primarily by a $21.9 million decrease in the Corporation’s securities portfolio and a $5.7 million
decrease in other assets.
 
As noted above, total loans, net of deferred fees and costs and unearned income, increased $59.0 million
or 7.4% from December 31, 2011 to June 30, 2012 driven primarily by increases in commercial loans
(including commercial mortgages) and total consumer loans totaling $29.4 million and $28.7 million,
respectively, as well as a $912 thousand increase in residential mortgages.  The increase in commercial
loans was due in large part to a $28.0 million increase in commercial loans at the Corporation’s offices
located in FOFC’s former market area (the “Capital Region offices”), which were acquired in April of
last year.  The increase in total consumer loans was due principally to a $26.9 million increase in
indirect consumer loans and a $2.1 million increase in direct consumer installment loans, offset
primarily by a $564 thousand decrease in home equity balances.  The increase in indirect consumer
loans reflects reduced pricing on high quality indirect auto loans during the second quarter in an effort to
put excess liquidity to better use, while the increase in direct consumer loans resulted from a loan
promotion that began early in the second quarter of this year.  During the first half of this year,
approximately $5.2 million of newly originated residential mortgages were sold in the secondary market
to Freddie Mac, with an additional $254 thousand originated and sold to the State of New York
Mortgage Agency.
 
The composition of the loan portfolio is summarized as follows:

   
June 30, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
139,046,623
   
$
142,209,279
 
Commercial mortgages
   
297,158,610
     
264,589,013
 
Residential mortgages
   
194,511,823
     
193,599,853
 
Indirect Consumer loans
   
124,061,078
     
97,165,447
 
Consumer loans
   
101,169,118
     
99,351,585
 
                 
Total loans, net of deferred origination fees and cost,
  and unearned income
 
$
855,947,252
   
$
796,915,177
 

Securities
 
The available for sale segment of the securities portfolio totaled $260.9 million at June 30, 2012, a
decrease of approximately $19.9 million or 7.1% from December 31, 2011.  At amortized cost, the
available for sale portfolio decreased $20.3 million, with unrealized appreciation related to the available
for sale portfolio increasing $374 thousand.  The decrease was principally due to paydowns on
mortgage-backed securities and collateralized mortgage obligations totaling approximately $12.0 million
and a $7.3 million decrease in federal agency bonds, as during the first half of 2012, purchases of federal
agency bonds totaling $35.0 million were exceeded by called bonds.  In addition to the above, available
for sale municipal bonds decreased $2.9 million.  These decreases were offset in part by a $1.9 million
increase in U.S. Treasury bonds, as the purchase of a $27.5 million bond was partially offset by the sale
of a U.S. Treasury bond in the first quarter of 2012.  The held to maturity portion of the portfolio,
consisting of local municipal obligations, decreased approximately $2.0 million from $8.3 million at
December 31, 2011 to $6.3 million at June 30, 2012.

 
41

 

Cash and Cash Equivalents
 
As noted above, cash and cash equivalents increased $21.3 million since December 31, 2011.  This
increase was principally due to a $15.8 million increase in interest-bearing deposits at other financial
institutions due in large part to the significant increase in deposits as discussed below, along with the
decrease in the securities portfolio, exceeding the growth in the loan portfolio.  Additionally, cash and
due from financial institutions increased $5.5 million due to a $7.5 million increase in the volume of
items in process of clearing through the Federal Reserve Bank, offset by a $2.0 million decrease in
branch cash levels.  With total cash and due from banks totaling $74.2 million at June 30, 2012, the
Corporation continues to maintain a strong liquidity position and continues to 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 $2.4 million decrease in the over
payment of 2011 estimated income taxes and a $1.6 million decrease in net deferred tax assets.
 
Deposits
 
Since December 31, 2011, total deposits have increased $55.2 million or 5.5% to $1.054 billion, with
public fund balances increasing $23.3 million and all other deposits increasing $31.9 million.  The
increase in public fund deposits was due principally to increases in insured money market account
(“IMMA”) and NOW account balances totaling $9.8 million and $9.1 million, respectively, as well as a
$3.0 million increase in demand deposits and a $1.9 million increase in savings balances.  The increase
in all other period-end deposits reflects a $45.1 million increase in IMMA balances, as well as increases
in demand deposits and NOW accounts totaling $35.6 million and $4.7 million, respectively.  These
increases were partially offset by a $37.2 million decrease in savings balances and a $16.4 million
decrease in total time deposits.  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 savings
accounts into the Capital Bank Privilege IMMA account.
 
Other Borrowings
 
Both a $5.4 million decrease in securities sold under agreements to repurchase and a $2.2 million decrease
in Federal Home Loan Bank of New York (“FHLB”) term advances reflect the maturity of obligations
during the first half of this year.
 
Shareholders’ Equity
 
A $4.3 million increase in shareholders’ equity was primarily due to a $3.8 million increase in retained
earnings as well as a $585 thousand increase in accumulated other comprehensive income.

 
42

 

Asset Quality
 
Non-Performing Loans
 
The recorded investment in non-performing loans at June 30, 2012 totaled $15.009 million compared to
$20.915 million at year-end 2011, a decrease of $5.906 million.  Not included in the non-performing
loan totals are loans acquired in the April 2011 acquisition of Fort Orange Financial Corp. (“FOFC”)
and its wholly owned subsidiary, Capital Bank & Trust Company, which the Corporation has identified
as purchased credit impaired (“PCI”) loans totaling $12.867 million at June 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 $4.878 million and $1.028
million, respectively.  The $4.878 million decrease in non-accrual loans was principally due to a $4.837
million decrease in non-accrual commercial loans, as non-accrual commercial loans to one borrower
were reduced $5.231 million, including $5.132 million from the receipt of funds under United States
Department of Agriculture (“USDA”) guarantees.  Other non-accrual commercial loans increased $394
thousand from December 31, 2011 to June 30, 2012.  Additionally, during the first six months of 2012,
non-accrual residential mortgages decreased $118 thousand, while non-accrual home equity and
consumer loans increased $12 thousand and $65 thousand, respectively.  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 $6.276 million at June 30,
2012 compared to $7.304 million at year-end 2011, a decrease of $1.028 million.  This decrease was
principally due to a $1.025 million decrease in construction loans not considered by management to be
PCI loans acquired in the FOFC acquisition totaling $6.270 million at June 30, 2012, 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 PCI
loans and expects to incur no losses on these loans.
 
At June 30, 2012, other real estate owned (“OREO”) totaled $970 thousand compared to $898 thousand
at December 31, 2011, an increase of $72 thousand.  During the first half of 2012, three properties
totaling $223 thousand were placed in OREO and three properties totaling $131 thousand were sold.  
Additionally, the Corporation recognized a write-down on one property totaling $20 thousand following
the receipt of an updated appraisal.

 
43

 

Impaired Loans
 
Impaired loans, excluding residential real estate loans determined to be troubled debt restructurings, at
June 30, 2012 totaled $4.566 million compared to $9.879 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 $5.313 million resulted principally from the
above-discussed decrease in non-accrual commercial loans.  Included in the impaired loan total at June
30, 2012 are loans totaling $3.459 million for which impairment allowances of $1.330 million have been
specifically allocated to the allowance for loan losses.  As of December 31, 2011, the impaired loan total
included $6.093 million of loans for which specific impairment allowances of $1.942 thousand 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:

(dollars in thousands)
 
June 30, 2012
   
December 31, 2011
 
Non-accrual loans
 
$
8,733
   
$
13,611
 
Troubled debt restructurings
   
-
     
-
 
Accruing loans past due 90 days or more
   
6,276
     
7,304
 
Total non-performing loans
 
$
15,009
   
$
20,915
 
Other real estate owned
   
970
     
898
 
Total non-performing assets
 
$
15,979
   
$
21,813
 


 
44

 

In addition to non-performing loans, as of June 30, 2012, the Corporation has identified commercial
relationships totaling $7.8 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.
 
During the second quarter of this year, the provision for loan loss expense totaled $52 thousand as
compared to $125 thousand during the comparable period in 2011, a decrease of $73 thousand.  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 after consideration of the factors
described above.  The year-to-date provision for loan loss expense totaled $529 thousand compared to
$250 thousand for the comparable period in the prior year, an increase of $279 thousand.  This increase
was principally due to $221 thousand of impairment charges recognized on certain PCI loans.  The
balance of the increase was related to loan portfolio growth, which was offset in part by improved credit
quality as noted above and a reduction in specific allocations on non-performing loans.

 
45

 

During the second quarter of this year, the Corporation recorded net recoveries of $58 thousand
compared to net recoveries of $40 thousand during the second quarter of last year.  This improvement
was principally due to a $77 thousand increase in net commercial loan recoveries and a $15 thousand
decrease in net consumer loan charge-offs, partially offset by a $74 thousand increase in net residential
mortgage charge-offs. During the first six months of 2012, net recoveries totaled $81 thousand
compared to net recoveries of $8 thousand during the first half of last year.  This $73 thousand
improvement in net recoveries was due to a $95 thousand increase in net commercial loan recoveries
and an $81 thousand decrease in net consumer loan charge-offs, offset in part by a $103 thousand
increase in residential mortgage charge-offs.  At June 30, 2012, the Corporation's allowance for loan
losses on legacy loans totaled $10.097 million, resulting in a coverage ratio of allowance to non-
performing loans of 67.3%.  Included in the non-performing loan totals are loans totaling $350 thousand
for which previous partial charge-offs have been recognized.  Excluding these loans, the coverage ratio
of allowance to non-performing loans was 68.9%.  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.  Excluding Acquired loans reported above as non-performing
loans totaling $7.518 million, the allowance to non-performing loan ratio was 141.4%.  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.
 
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 June 30, 2012, in addition to the qualitative factors allocated within the allowance, the Corporation
maintained $414 thousand 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 not be prudent to
eliminate the unallocated portion of the allowance at this time.
 

 
46

 

Activity in the allowance for loan losses was as follows:

 
Six Months Ended June 30, 2012
 
(dollars in thousands)
 
Legacy Loans
     
Acquired Loans
 
Balance at beginning of period
$
9,659
   
$
-
 
Reclassification of acquired loan discount
 
-
     
124
 
Charge-offs:
             
  Commercial, financial and agricultural
 
(6
)
   
-
 
  Commercial mortgages
 
(8
)
   
(49
)
  Residential mortgages
 
(73
)
   
-
 
  Consumer loans
 
(273
)
   
-
 
Total
 
(360
)
   
(49
)
Recoveries:
             
  Commercial, financial and agricultural
 
352
     
-
 
  Commercial mortgages
 
30
     
-
 
  Residential mortgages
 
-
     
-
 
  Consumer loans
 
108
     
-
 
Total
 
490
     
-
 
   Net recoveries (charge-offs)
 
130
     
(49
)
   Provision charged to operations
 
308
     
221
 
Balance at end of period
$
10,097
   
$
296
 

   
Six Months Ended June 30, 2011
 
(dollars in thousands)
       
Balance at beginning of period
 
$
9,498
 
Charge-offs:
       
  Commercial, financial and agricultural
   
(3
)
  Commercial mortgages
   
(4
)
  Residential mortgages
   
-
 
  Consumer loans
   
(340
)
Total
   
(347
)
Recoveries:
       
  Commercial, financial and agricultural
   
205
 
  Commercial mortgages
   
26
 
  Residential mortgages
   
30
 
  Consumer loans
   
94
 
Total
   
355
 
   Net recoveries (charge-offs)
   
8
 
   Provision charged to operations
   
250
 
Balance at end of period
 
$
9,756
 

 
47

 
 

Results of Operations
 
Second Quarter of 2012 vs. Second Quarter of 2011
 
Net income for the second quarter of 2012 totaled $2.444 million, a decrease of $176 thousand or 6.7%
as compared to second quarter 2011 net income of $2.620 million.  Earnings per share were down 7.0%
from $0.57 to $0.53 per share on 4,891 additional average shares outstanding.  The decrease in earnings
was due principally to decreases in net interest income and non-interest income, offset in part by lower
operating expenses and a decrease in the provision for loan loss expense.
 
Net interest income for the second quarter of 2012 compared to the second quarter of 2011 decreased
$86 thousand or 0.8%, with the net interest margin decreasing 11 basis points to 3.97%.  The decrease in
net interest income and margin was due to a 25 basis point decrease in the yield on average earning
assets, offset in part by a 17 basis point decrease in the cost of average interest bearing liabilities and an
increase in average earning assets.  Average earning assets increased $23.9 million or 2.1% as a $57.8
million increase in average loans was partially offset by decreases in average interest bearing deposits at
other financial institutions and average investment securities totaling $22.6 million and $11.3 million,
respectively.  While average earning assets increased 2.1%, total interest and dividend income decreased
$468 thousand or 3.5% as the yield on average earning assets decreased 25 basis points to 4.46%.
 
Total average funding liabilities, including non-interest bearing demand deposits, as compared to the second
quarter of last year, increased $17.6 million or 1.6% to $1.114 billion as a $30.0 million increase in average
deposits was partially offset by a $12.4 million decrease in average borrowings.  Average non-interest
bearing deposits increased $32.9 million, while total average interest bearing deposits were down $2.9
million.  The decrease in average interest bearing deposits was due to a $53.8 million decrease in average
time deposits and a $20.1 million decrease in average savings accounts.  These decreases were offset in part
by a $62.2 million increase in average IMMA accounts and an $8.8 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 $11.8 million and $553
thousand, respectively.  While average interest bearing liabilities decreased $15.3 million or 1.8%, interest
expense decreased $382 thousand or 21.4%, as the cost of average interest bearing liabilities decreased 17
basis points to 0.67%.
 
The provision for loan loss expense in the second quarter of this year totaled $52 thousand compared to
$125 thousand in the second quarter of 2011, a decrease of $73 thousand.  As discussed under the “Asset
Quality” section of this report, the decrease in the provision for loan losses reflects in large part the
improvement in credit quality and a reduction in specific allocations on impaired loans, somewhat offset
by loan growth and the associated allocations on performing loans.  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.

 
48

 

Non-interest income was down $613 thousand or 12.9% compared to the second quarter of last year due
principally to a $483 thousand decrease in gains recognized on the sale of securities, a $69 thousand
decrease in gains on the sale of OREO, a $42 thousand decrease in Wealth Management Group fee
income and decreases in check card interchange fee income and service charges totaling $36 thousand
and $27 thousand, respectively.  Additionally, during the second quarter of 2011 we received
approximately $41 thousand in private mortgage insurance refunds on properties which prior to 2011
had been sold out of OREO.  The above decreases were offset in part primarily by increases in gains on
the sale of mortgages and revenue at CFS Group, Inc. totaling $47 thousand and $40 thousand, respectively.
 
Operating expenses were down $317 thousand or 2.6% compared to the second quarter of 2011 due to a
$1.183 million decrease in merger related expenses associated with the FOFC acquisition.  Excluding
these costs, all other operating expenses increased $867 thousand, or 7.9%.  This increase was due in
large part to increases in salaries and employee benefits totaling $218 thousand and $385 thousand,
respectively.  Other significant increases included a $187 thousand increase in data processing costs, an
$86 thousand increase in marketing and advertising expenses and a $44 thousand increase in education
expense.  The increase in salaries reflects merit increases over the past year and higher incentive
compensation, while the increase in employee benefits was due principally to increases in pension costs,
health insurance and payroll taxes.  The increase in data processing reflects higher check card processing
costs due in large part to costs incurred in converting to a new processor, as well as increases in software
maintenance and license fees and Wealth Management Group processing costs.  Higher marketing and
advertising expenses reflect an increase in advertising in the Capital Region.  The above increases were
offset in part by decreases in professional services and stationery and supplies totaling $40 thousand and
$31 thousand, respectively.
 
A $134 thousand decrease in income tax expense reflects a $310 thousand decrease in pre-tax income,
and a decrease in the effective tax rate from 32.3% to 31.3% due principally to an increase in the relative
percentage of tax exempt income to pre-tax income.

 
49

 

Year-to-Date 2012 vs. Year-to-Date 2011
 
Net income for the six-month period ended June 30, 2012 totaled $6.059 million, an increase of $1.773
million or 41.4% compared to the corresponding period in 2011.  Earnings per share increased 26.0%
from $1.04 to $1.31 per share on 511,235 additional average shares outstanding, with the increase in
average shares outstanding due principally to the Corporation’s acquisition of FOFC in April 2011.  The
increase in earnings was due in part to a $2.215 million decrease in direct merger related transaction
costs associated with the above acquisition, as well as the recognition of $780 thousand in casualty gains
from flood insurance reimbursements in excess of the carrying amount of fixed assets lost in the
September 2011 flooding of our Owego and Tioga offices.  We also attribute the increase in net income
to the FOFC acquisition, particularly due to the increase in net interest income.
 
Net interest income increased $3.383 million or 16.9% compared to the first six months of 2011 with the
net interest margin increasing 16 basis points to 4.13%.  These increases reflect a higher level of average
earning assets due in large part to the above acquisition and a 20 basis decrease in the cost of average
interest bearing liabilities, offset by a 1 basis point decrease in the yield on average earning assets.  
Average earning assets increased $123.7 million or 12.2%, as increases in average loans and investment
securities totaling $119.1 million and $24.6 million, respectively were partially offset by a $20.0 million
decrease in average interest bearing deposits at other financial institutions.  The increases in average
loans and investment securities include increases at the Capital Region offices totaling $120.6 million
and $14.8 million, respectively, reflecting the benefit of having these assets for a full six months as
compared to approximately three months in 2011.  Due to the growth in average earning assets, total
interest and dividend income increased $2.892 million or 12.4% despite a 1 basis point decrease in yield
to 4.64%.
 
Total average funding liabilities, including non-interest bearing demand deposits increased $119.8 million
or 12.1% to $1.106 billion as compared to the first six months of 2011 with average deposits and
borrowings increasing $118.0 million and $1.8 million, respectively.  These increases include increases in
average deposits and borrowings at the Capital Region offices of $78.6 million and $11.1 million,
respectively.  In total, average non-interest bearing deposits increased $45.0 million, with Capital Region
non-interest bearing deposits comprising $15.4 million of that increase.  Average interest bearing deposits
increased $73.0 million, including a $63.2 million increase in average interest bearing deposits at the
Capital Region offices.  The increase in average interest bearing deposits was reflected principally in a
$52.1 million increase in average IMMA balances, a $22.1 million increase in average savings balances and
an $18.1 million increase in average NOW accounts.  These increases were partially offset by a $19.3
million decrease in average time deposits.  While average interest-bearing liabilities increased $74.8 million
or 9.8%, interest expense decreased $491 thousand or 14.4%, as the average cost of interest-bearing
liabilities decreased 20 basis points to 0.70%.
 
A $279 thousand increase in the year-to-date provision for loan losses includes $221 thousand of
impairment charges recognized on certain PCI loans acquired in the FOFC acquisition.  The balance of
the increase was principally due to loan portfolio growth, offset by improved credit quality and a
reduction in specific allocation on impaired loans.

 
50

 

Non-interest income was $64 thousand or 0.7% lower than last year due primarily to a $555 thousand
decrease in revenue from our equity investment in Cephas Capital Partners, L.P. (“Cephas”), as well as a
$379 thousand decrease in realized gains on the sale of securities and a $69 thousand decrease in gains
on the sale of OREO.  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.  The above decreases were offset primarily by the above mentioned $780 thousand
gain on flood insurance reimbursements, as well as increases in Wealth Management Group fee income
and gains on the sale of mortgages of $118 thousand and $65 thousand, respectively.
 
Year-to-date operating expenses were $162 thousand or 0.7% higher than last year.  However, excluding
direct merger related costs, all other operating expenses increased $2.377 million or 11.6%.  As was the
case with second quarter results, this increase was significantly impacted by a $787 thousand increase in
salaries, a $632 thousand increase in employee benefit costs and a $403 thousand increase in data
processing expense.  The increase in salaries reflects additional compensation related to the Capital
Region offices, as well as merit increases over the past year and higher incentive compensation, while
the increase in employee benefits was principally due to higher pension costs, health insurance and
payroll taxes.  The increase in data processing reflects higher data communication line costs, as well as
increases in hardware and software maintenance fees, check card processing costs, including costs
associated with the conversion to a new processor and higher Wealth Management Group processing
charges.  Other significant factors include a $162 thousand increase in marketing and advertising, a $147
thousand increase in net occupancy costs, a $132 thousand increase in loan and OREO expenses and an
$83 thousand increase in amortization of intangible assets.  These increases were all due in large part to
higher costs related to the FOFC acquisition.
 
A $1.105 million increase in income tax expense was principally due to the $2.878 million increase in
pre-tax income, as well as an increase in the effective tax rate from 30.8% to 33.2% due principally 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)
   
Six Months Ended
June 30, 2012
   
Six Months Ended
June 30, 2011
   
Three Months Ended
June 30, 2012
   
Three Months Ended
June 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
 
$
809,894
   
$
22,705
     
5.64
%
 
$
690,759
   
$
19,783
     
5.78
%
 
$
823,754
   
$
11,034
     
5.39
%
 
$
765,918
   
$
11,208
     
5.87
%
Taxable securities
   
226,044
     
2,836
     
2.52
%
   
201,575
     
2,842
     
2.84
%
   
219,414
     
1,349
     
2.47
%
   
226,177
     
1,594
     
2.83
%
Tax-exempt securities
   
51,306
     
676
     
2.65
%
   
51,203
     
685
     
2.70
%
   
50,450
     
336
     
2.68
%
   
55,034
     
369
     
2.69
%
Federal funds sold
   
-
     
-
     
N/A
     
-
     
-
     
N/A
     
-
     
-
     
N/A
     
-
     
-
     
N/A
 
Interest-bearing deposits
   
51,816
     
88
     
0.34
%
   
71,810
     
102
     
0.29
%
   
56,455
     
46
     
0.33
%
   
79,085
     
62
     
0.31
%
Total earning assets
   
1,139,060
     
26,305
     
4.64
%
   
1,015,347
     
23,412
     
4.65
%
   
1,150,073
     
12,765
     
4.46
%
   
1,126,214
     
13,233
     
4.71
%
                                                                                                 
Non-earning assets:
                                                                                               
Cash and due from banks
   
23,533
                     
21,667
                     
23,163
                     
22,564
                 
Premises and equipment, net
   
24,851
                     
24,240
                     
24,976
                     
24,447
                 
Other assets
   
52,998
                     
42,812
                     
51,100
                     
51,959
                 
Allowance for loan losses
   
(10,124
)
                   
(9,648
)
                   
(10,394
)
                   
(9,702
)
               
AFS valuation allowance
   
13,639
                     
10,655
                     
13,543
                     
11,675
                 
     Total
 
$
1,243,957
                   
$
1,105,073
                   
$
1,252,461
                   
$
1,227,157
                 
                                                                                                 
Liabilities and Shareholders' Equity
                                                                                               
Interest-bearing liabilities:
                                                                                               
Interest-bearing demand deposits
 
$
85,630
   
$
45
     
0.11
%
 
$
67,454
   
$
37
     
0.11
%
 
$
90,269
   
$
24
     
0.11
%
 
$
81,437
   
$
26
     
0.13
%
Savings and insured money market deposits
   
405,903
     
447
     
0.22
%
   
331,690
     
416
     
0.25
%
   
410,518
     
211
     
0.21
%
   
368,448
     
240
     
0.26
%
Time deposits
   
265,959
     
1,266
     
0.96
%
   
285,286
     
1,735
     
1.23
%
   
262,630
     
595
     
0.91
%
   
316,417
     
894
     
1.13
%
Federal Home Loan Bank advances and securities sold under agreements to Repurchase
   
78,446
     
1,167
     
2.99
%
   
76,661
     
1,227
     
3.23
%
   
76,050
     
570
     
3.02
%
   
88,485
     
622
     
2.82
%
Total interest-bearing liabilities
   
835,938
     
2,925
     
0.70
%
   
761,091
     
3,415
     
0.90
%
   
839,467
     
1,400
     
0.67
%
   
854,787
     
1,782
     
0.84
%
                                                                                                 
Non-interest-bearing liabilities:
                                                                                               
Demand deposits
   
270,314
                     
225,338
                     
274,159
                     
241,266
                 
Other liabilities
   
8,481
                     
7,376
                     
8,581
                     
7,794
                 
Total liabilities
   
1,114,733
                     
993,805
                     
1,122,207
                     
1,103,847
                 
Shareholders' equity
   
129,224
                     
111,268
                     
130,254
                     
123,310
                 
     Total
 
$
1,243,957
                   
$
1,105,073
                   
$
1,252,461
                   
$
1,227,157
                 
Net interest income
         
$
23,380
                   
$
19,997
                   
$
11,365
                   
$
11,451
         
Net interest rate spread
                   
3.94
%
                   
3.75
%
                   
3.79
%
                   
3.87
%
Net interest margin
                   
4.13
%
                   
3.97
%
                   
3.97
%
                   
4.08
%

 
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 cost 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.

   
Six Months Ended June 30, 2012 Compared to Six Months Ended
June 30, 2011
   
Three Months Ended June 30, 2012 Compared to Three Months Ended
June 30, 2011
 
   
Increase (Decrease) Due to (1)
   
Increase (Decrease) Due to (1)
 
   
Volume
   
Rate
   
Net
   
Volume
   
Rate
   
Net
 
Interest and dividends earned on:
                                   
Loans
 
$
3,399
   
$
(477
)
 
$
2,922
   
$
796
   
$
(970
)
 
$
(174
)
Taxable securities
   
331
     
(337
)
   
(6
)
   
(47
)
   
(198
)
   
(245
)
Tax-exempt securities
   
2
     
(11
)
   
(9
)
   
(32
)
   
(1
)
   
(33
)
Interest-bearing deposits
   
(32
)
   
18
     
(14
)
   
(19
)
   
3
     
(16
)
                                                 
  Total earning assets
 
$
2,922
   
$
(29
)
 
$
2,893
   
$
265
     
(733
)
   
(468
)
                                                 
Interest paid on:
                                               
Demand deposits
 
$
10
   
$
(2
)
 
$
8
   
$
3
   
$
(5
)
 
$
(2
)
Savings and insured money market deposits
   
87
     
(56
)
   
31
     
24
     
(53
)
   
(29
)
Time deposits
   
(111
)
   
(358
)
   
(469
)
   
(139
)
   
(160
)
   
(299
)
Federal Home Loan Bank advances and securities sold under agreements to repurchase
   
29
     
(89
)
   
(60
)
   
(92)
     
40
     
(52
)
                                                 
  Total interest-bearing liabilities
 
$
318
   
$
(808
)
 
$
(490
)
 
$
(31
)
 
$
(351
)
 
$
(382
)
                                                 
Net interest income
 
$
2,604
   
$
779
   
$
3,383
   
$
296
   
$
(382
)
 
$
(86
)
(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 $81.4 million and $76.8
million at June 30, 2012 and June 30, 2011, respectively.

 
53

 

During the first six months of 2012, cash and cash equivalents increased $21.3 million as compared to
an increase of $23.3 million during the first six months of last year.  In addition to cash provided by
operating activities, major sources of cash during the first six months of 2012 included proceeds from
sales, maturities, calls and principal reductions on securities totaling $87.5 million and a $55.2 million
increase in deposits.  Proceeds from the above were used primarily to fund purchases of securities
totaling $65.8 million, a $58.4 million increase in loans, a decrease in securities sold under agreements
to repurchase totaling $5.4 million, the payment of cash dividends in the amount of $2.3 million, a $2.2
million reduction in FHLB long term advances and purchases of fixed assets totaling $1.5 million.
 
In addition to cash provided by operating activities, major sources of cash during the first six months of
2011 included proceeds from sales, maturities, calls and principal reductions on securities totaling $73.8
million, a $27.1 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 $83.9 million, a
net decrease in securities sold under agreements to repurchase totaling $13.1 million, a $10.8 million net
increase in loans, the payment of cash dividends in the amount of $1.8 million and purchases of fixed
assets totaling $723 thousand.
 
As of June 30, 2012, the Bank’s leverage ratio was 8.21%.  The Tier I and Total Risk Adjusted Capital
ratios were 11.22% 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 first six months of 2012 the Corporation declared cash dividends totaling $0.50 per share,
unchanged from the dividends declared during the first six months 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 June 30, 2012, a
total of 62,342 shares had been purchased under this program.  During the first half of 2012, the
Corporation purchased 19,098 shares at a cost of $480 thousand or an average of $25.14 per share.  During
the first six months of 2012, 18,010 shares were re-issued from treasury to fund the stock component of
directors’ 2011 compensation, distributions under the Corporation’s directors’ deferred compensation plan,
an unrestricted stock grant to an executive officer and a restricted stock grant to an executive officer.
 
 
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 June 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 9.73% and
an immediate 200-basis point increase would negatively impact the next 12 months net interest income
by 4.47%.  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 4.69% and 6.96%, respectively.  Management is comfortable
with the level of exposures 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
June 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 9.18% and an immediate 200-basis point
increase in interest rates would positively impact the market value by 0.21%.  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 7.78% and 2.07%, 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 first
six months of 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 June 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 June 30, 2012.
 
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings
 
For information related to this item please see Note 7 to the Corporation’s interim consolidated
inancial 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
4/1/12-4/30/12
   
     950
   
$
25.00
     
     950
     
37,152
5/1/12-5/31/12
   
  1,280
   
$
25.00
     
  1,280
     
35,872
6/1/12-6/30/12
   
  8,214
   
$
25.26
     
  8,214
     
27,658
Quarter ended 6/30/12
   
10,444
   
$
25.21
     
10,444
     
27,658
(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 will be made
from time to time on the open-market or in private negotiated transactions and will be at the discretion of
management.

 
56

 

 
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.
   
 
10.1  Change of Control Agreement with Mark A. Severson.  Filed as Exhibit 10.1 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

 
57

 



                         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:  August 13, 2012
By:  /s/ Ronald M. Bentley
 
Ronald M. Bentley, President and Chief Executive Officer
(Principal Executive Officer)
 
 
DATED:  August 13, 2012
By:  /s/ Mark A. Severson
 
Mark A. Severson, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
 

 
58

 

                            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.
 
10.1  Change of Control Agreement with Mark A. Severson.  Filed as Exhibit 10.1 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