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

chmg10q3312012.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 March 31, 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 April 30, 2012 was 4,574,239.


 
 

 

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
8
     
Item 2:
Management's Discussion and Analysis of Financial Condition
and Results of Operations
37
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
52
     
Item 4:
Controls and Procedures
52
     
PART II.
OTHER INFORMATION
52
     
Item 1A:
Risk Factors
52
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
52
     
Item 6:
Exhibits
53
 
     
SIGNATURES
 
54
     
INDEX TO EXHIBITS
 


 
2

 

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
   
MARCH 31,
2012
   
DECEMBER, 31,
2011
 
ASSETS
           
Cash and due from financial institutions
 
$
27,311,509
   
$
28,204,699
 
Interest-bearing deposits in other financial institutions
   
83,202,900
     
24,697,154
 
     Total cash and cash equivalents
   
110,514,409
     
52,901,853
 
                 
Trading assets, at fair value
   
254,243
     
294,381
 
Securities available for sale, at estimated fair value
   
259,449,877
     
280,869,810
 
Securities held to maturity, estimated fair value of $8,206,472 at March 31,
2012 and $9,175,956 at December 31, 2011
   
7,446,817
     
8,311,921
 
Federal Home Loan Bank and Federal Reserve Bank Stock, at cost
   
5,435,800
     
5,509,350
 
Loans, net of deferred origination fees and costs, and unearned income
   
803,033,067
     
796,915,177
 
Allowance for loan losses
   
(10,283,289
)
   
(9,659,320
)
Loans, net
   
792,749,778
     
787,255,857
 
                 
Loans held for sale
   
825,850
     
395,427
 
Premises and equipment, net
   
24,976,937
     
24,762,405
 
Goodwill
   
21,824,443
     
21,983,617
 
Other intangible assets, net
   
5,906,400
     
6,190,540
 
Bank owned life insurance
   
2,646,629
     
2,625,104
 
Other assets
   
22,463,763
     
25,159,322
 
                 
     Total assets
 
$
1,254,494,946
   
$
1,216,259,587
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
  Non-interest-bearing
 
$
272,055,263
   
$
258,835,961
 
  Interest-bearing
   
766,650,126
     
739,656,878
 
     Total deposits
   
1,038,705,389
     
998,492,839
 
                 
Securities sold under agreements to repurchase
   
34,998,443
     
37,106,842
 
Federal Home Loan Bank term advances
   
43,227,341
     
43,343,918
 
Accrued interest payable
   
675,784
     
800,148
 
Dividends payable
   
1,143,923
     
1,141,081
 
Other liabilities
   
6,915,320
     
9,445,319
 
     Total liabilities
   
1,125,666,200
     
1,090,330,147
 
                 
Shareholders' equity:
               
Common stock, $.01 par value per share, 10,000,000 shares authorized;
  5,310,076 issued at March 31, 2012 and December 31, 2011
   
53,101
     
53,101
 
Additional-paid-in capital
   
45,556,436
     
45,582,861
 
Retained earnings
   
103,099,510
     
100,628,900
 
Treasury stock, at cost (734,887 shares at March 31, 2012;
  741,003 shares at December 31, 2011)
   
(18,734,217
)
   
(18,894,044
)
Accumulated other comprehensive income (loss)
   
(1,146,084
)
   
(1,441,378
)
                 
     Total shareholders' equity
   
128,828,746
     
125,929,440
 
                 
     Total liabilities and shareholders' equity
 
$
1,254,494,946
   
$
1,216,259,587
 
   
   
See accompanying notes to unaudited consolidated financial statements.
 

 
3

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
 
Three Months Ended
   
March 31,
   
March 31,
Interest and dividend income:
 
2012
   
2011
Loans, including fees
 
$
11,670,912
 
$
8,575,343
Taxable securities
   
1,486,351
   
1,248,586
Tax exempt securities
   
340,622
   
315,423
Interest-bearing deposits
   
41,782
   
39,727
  Total interest and dividend income
   
13,539,667
   
10,179,079
             
             
Interest expense:
           
Deposits
   
927,983
   
1,027,365
Borrowed funds
   
313,039
   
234,425
Securities sold under agreements to repurchase
   
282,772
   
371,099
  Total interest expense
   
1,523,794
   
1,632,889
Net interest income
   
12,015,873
   
8,546,190
Provision for loan losses
   
477,305
   
125,000
  Net interest income after provision for loan losses
   
11,538,568
   
8,421,190
             
             
Other operating income:
           
  Wealth management group fee income
   
1,775,576
   
1,615,691
  Service charges on deposit accounts
   
991,880
   
983,078
  Net gain on securities transactions
   
297,169
   
193,398
  Other-than-temporary loss on investment securities:
           
  Total impairment losses
   
-
   
-
  Loss recognized in other comprehensive income
   
-
   
-
    Net impairment loss recognized in earnings
   
-
   
-
  Net gain on sales of loans held for sale
   
65,340
   
46,932
  Casualty gains
   
758,857
   
-
             
  Income from bank owned life insurance
   
21,525
   
21,587
  Other
   
986,510
   
1,486,806
     Total other operating income
   
4,896,857
   
4,347,492
             
             
Other operating expenses:
           
  Salaries and wages
   
4,492,675
   
3,923,505
  Pension and other employee benefits
   
1,289,940
   
1,043,107
  Net occupancy expenses
   
1,294,877
   
1,174,042
  Furniture and equipment expenses
   
518,366
   
497,447
  Data processing expense
   
1,077,483
   
861,813
  Amortization of intangible assets
   
284,140
   
176,503
  Marketing and advertising expense
   
289,239
   
212,555
  Losses on sales of other real estate owned
   
6,459
   
1,671
  Other real estate owned expenses
   
43,479
   
27,223
  FDIC insurance
   
226,631
   
252,395
  Merger related expenses
   
4,545
   
1,036,072
  Other
   
1,394,512
   
1,237,305
     Total other operating expenses
   
10,922,346
   
10,443,638
             
Income before income tax expense
   
5,513,079
   
2,325,044
Income tax expense
   
1,898,546
   
660,029
     Net income
 
$
3,614,533
 
$
1,665,015
             
             
Weighted average shares outstanding
   
4,642,012
   
3,624,434
             
Basic and diluted earnings per share
 
$
0.78
 
$
0.46
 
 
See accompanying notes to unaudited consolidated financial statements.

 
4

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

   
Three Months Ended
March 31,
 
   
2012
   
2011
 
             
Net income
 
$
3,614,533
   
$
1,665,015
 
                 
Other comprehensive income
               
Unrealized holding gains on securities available for sale
   
514,361
     
747,372
 
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
   
(297,169
)
   
(193,398
)
Net unrealized gains
   
217,192
     
553,974
 
Less:  Tax effect
   
115,666
     
214,310
 
Net of tax amount
   
101,526
     
339,664
 
                 
Change in funded status of defined benefit pension plan and other benefit plans
   
314,763
     
154,699
 
Less:  Tax effect
   
120,995
     
59,847
 
Net of tax amount
   
193,768
     
94,852
 
                 
Total other comprehensive income
   
295,294
     
434,516
 
                 
Comprehensive income
 
$
3,909,827
   
$
2,099,531
 
                 
                 
                 
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
   
-
     
-
     
1,665,015
     
-
     
-
     
1,665,015
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
434,516
     
434,516
 
                                                 
                                                 
Restricted stock awards
   
-
     
6,254
     
-
     
-
     
-
     
6,254
 
Restricted stock units for directors' deferred compensation plan
   
-
     
24,968
     
-
     
-
     
-
     
24,968
 
Cash dividends declared ($.25 per share)
   
-
     
-
     
(891,403
)
   
-
     
-
     
(891,403
)
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
   
-
     
(7,363
)
   
-
     
7,310
             
(53
)
Distribution of 2,300 shares of treasury stock for employee restricted stock awards
   
-
     
(7,498
)
   
-
     
58,788
     
-
     
51,290
 
Balances at March 31, 2011
 
$
43,001
   
$
21,998,512
   
$
95,181,232
   
$
(18,774,155
)
 
$
536,991
   
$
98,985,581
 
                                                 
Balances at December 31, 2011
 
$
53,101
   
$
45,582,861
   
$
100,628,900
   
$
(18,894,044
)
 
$
(1,441,378
)
 
$
125,929,440
 
                                                 
Net income
   
-
     
-
     
3,614,533
     
-
     
-
     
3,614,533
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
295,294
     
295,294
 
                                                 
                                                 
Restricted stock awards
   
-
     
15,922
     
-
     
-
     
-
     
15,922
 
Restricted stock units for directors' deferred compensation plan
   
-
     
21,340
     
-
     
-
     
-
     
21,340
 
Cash dividends declared ($.25 per share)
   
-
     
-
     
(1,143,923
)
   
-
             
(1,143,923
)
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 1,079 shares of treasury stock for employee
    restricted stock awards
   
-
     
(27,514
)
   
-
     
27,514
     
-
     
-
 
Purchase of 8,654 shares of treasury stock
   
-
     
-
     
-
     
(216,808
)
   
-
     
(216,808
)
                                                 
                                                 
Balances at March 31, 2012
 
$
53,101
   
$
45,556,436
   
$
103,099,510
   
$
(18,734,217
)
 
$
(1,146,084
)
 
$
128,828,746
 
   
   
See accompanying notes to unaudited consolidated financial statements.
 

 
6

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
   
Three Months Ended March 31,
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
2012
   
2011
 
Net income
 
$
3,614,533
   
$
1,665,015
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of intangible assets
   
284,140
     
176,503
 
Provision for loan losses
   
477,305
     
125,000
 
Depreciation and amortization of fixed assets
   
740,442
     
704,659
 
Amortization of premiums on securities, net
   
415,183
     
195,308
 
Gains on sales of loans held for sale, net
   
(65,340
)
   
(46,932
)
Proceeds from sales of loans held for sale
   
2,345,590
     
2,325,959
 
Loans originated and held for sale
   
(2,710,673
)
   
(1,819,218
)
Net losses on sale of other real estate owned
   
6,459
     
1,671
 
Net gains on trading assets
   
(13,122
)
   
(8,793
)
Net gains on securities transactions
   
(297,169
)
   
(193,398
)
                 
Proceeds from sales of trading assets
   
72,646
     
-
 
Purchase of trading assets
   
(19,386
)
   
(227,287
)
Decrease (increase) in other assets
   
2,329,896
     
(414,556
)
Decrease in prepaid FDIC assessment
   
207,849
     
234,174
 
Decrease in accrued interest payable
   
(124,364
)
   
(81,239
)
Expense related to restricted stock units for directors' deferred compensation plan
   
21,340
     
24,968
 
Expense related to employee stock compensation
   
80,000
     
55,000
 
Expense related to employee stock awards
   
15,922
     
6,254
 
Decrease in other liabilities
   
(2,218,951
)
   
(1,831,697
)
Income from bank owned life insurance
   
(21,525
)
   
(21,587
)
                 
     Net cash provided by operating activities
   
5,140,775
     
869,804
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales and calls of securities available for sale
   
52,579,688
     
50,170,898
 
Proceeds from maturities and principal collected on securities available for sale
   
6,881,564
     
8,404,592
 
Proceeds from maturities and principal collected on securities held to maturity
   
1,090,104
     
172,790
 
Purchases of securities available for sale
   
(37,942,141
)
   
(69,419,853
)
Purchases of securities held to maturity
   
(225,000
)
   
(1,973,274
)
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock
   
(1,550
)
   
-
 
Redemption of Federal Home Loan Bank and Federal Reserve Bank stock
   
75,100
     
121,900
 
Purchases of premises and equipment
   
(954,974
)
   
(238,718
)
Proceeds from sales of other real estate owned
   
34,555
     
36,809
 
Net (increase) decrease in loans
   
(5,695,251
)
   
1,139,806
 
                 
                 
     Net cash provided (used) by investing activities
   
15,842,095
     
(11,585,050
)
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in demand deposits, NOW accounts, savings accounts,
     and insured money market accounts
   
54,238,429
     
32,078,587
 
Net decrease in time deposits and individual retirement accounts
   
(14,025,878
)
   
(217,109
)
Net decrease in securities sold under agreements to repurchase
   
(2,108,399
)
   
(2,863,867
)
Repayments of Federal Home Loan Bank long term advances
   
(116,577
)
   
-
 
Purchase of treasury stock
   
(216,808
)
   
-
 
                 
Cash dividends paid
   
(1,141,081
)
   
(881,203
)
     Net cash provided by financing activities
   
36,629,686
     
28,116,408
 
Net increase in cash and cash equivalents
   
57,612,556
     
17,401,162
 
Cash and cash equivalents, beginning of period
   
52,901,853
     
60,619,777
 
Cash and cash equivalents, end of period
 
$
110,514,409
   
$
78,020,939
 
Supplemental disclosure of cash flow information:
               
Cash paid during the year for:
               
  Interest
 
$
1,648,158
   
$
1,714,128
 
  Income Taxes
 
$
875
   
$
309,686
 
Supplemental disclosure of non-cash activity:
               
  Transfer of loans to other real estate owned
 
$
116,800
   
$
-
 
See accompanying notes to unaudited consolidated financial statements.
               

 
7

 

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 March 31, 2012 and December 31, 2011, and results of operations for the three-month
periods ended March 31, 2012 and 2011, and changes in shareholders' equity and cash flows for the
three-month periods ended March 31, 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 as they are earned.  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 4,642,012 and 3,624,434 weighted average shares outstanding for the three-month
periods ended March 31, 2012 and 2011, respectively.  There were no dilutive common stock
equivalents during the three-month periods ended March 31, 2012 or 2011.

 
8

 

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 shareholder’s 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 shareholder’s 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).

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.

 
9

 

The Corporation has developed an internal 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 losses.  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 the 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, 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 the 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.

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, appraisals are adjusted based on the age
of the appraisal, the position of the lien, the type of the property and its condition.

 
10

 

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

     
Fair Value Measurement at
March 31, 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
 
$
136,695,868
   
$
35,563,500
   
$
99,132,368
   
$
-
 
Mortgage-backed securities, residential
   
45,957,281
     
-
     
45,957,281
     
-
 
Obligations of states and political subdivisions
   
45,542,316
     
-
     
45,542,316
     
-
 
Collateralized mortgage obligations
   
6,487,629
     
-
     
6,487,629
     
-
 
Corporate bonds and notes
   
13,830,673
     
-
     
13,830,673
     
-
 
SBA loan pools
   
1,906,290
     
-
     
1,906,290
     
-
 
Trust Preferred securities
   
2,364,804
     
-
     
2,018,594
     
346,210
 
Corporate stocks
   
6,665,016
     
5,975,014
     
690,002
     
-
 
Total available for sale securities
 
$
259,449,877
   
$
43,538,514
   
$
215,565,153
   
$
346,210
 
                                 
Trading assets
 
$
254,243
   
$
254,243
   
$
-
   
$
-
 


     
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-month period ending March 31, 2012
or the year ending December, 31, 2011.
 
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.

 
11

 

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 three-month periods ending March 31, 2012
and 2011:

   
Fair Value Measurement three-months ended
March 31, 2012 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement three-months ended
March 31, 2011 Using Significant Unobservable Inputs (Level 3)
 
Investment 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
   
51,300
     
14,450
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance March 31
 
$
346,210
   
$
349,035
 

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

     
Fair Value Measurement at
March 31, 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
 
$
872,053
   
$
-
   
$
-
   
$
872,053
 
Commercial mortgages:
           
-
     
-
         
  Other
   
1,161,125
     
-
     
-
     
1,161,125
 
     Total Impaired Loans
 
$
2,033,178
   
$
-
   
$
-
   
$
2,033,178
 
                                 
Other real estate owned:
                               
Commercial, financial and agricultural:
                               
  Commercial and industrial
 
$
218,040
   
$
-
   
$
-
   
$
218,040
 
Commercial mortgages:
                               
  Other
   
366,760
     
-
     
-
     
366,760
 
Residential mortgages
   
358,600
     
-
     
-
     
358,600
 
Consumer loans:
                               
  Home equity lines & loans
   
36,600
     
-
     
-
     
36,600
 
     Total Other real estate owned, net
 
$
980,000
   
$
-
   
$
-
   
$
980,000
 

 
12

 


     
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
 
 
Impaired loans, which are measured for impairment using the fair value of the collateral for collateral
dependent loans, had a carrying amount of $3,838,542 with a valuation allowance of $1,805,364 as of
March 31, 2012, resulting in no additional provision for loan losses for the three month period ending
March 31, 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 $980,000 at March 31, 2012.  The net carrying amount reflects the outstanding balance of
$1,091,407 net of a valuation allowance of $111,407 at March 31, 2012 and no write downs resulted for
the three-month period ending March 31, 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.
 

 
13

 
 
The carrying amounts and estimated fair values of other financial instruments, at March 31, 2012 and
December 31, 2011, are as follows:
 
   
Fair Value Measurements at
March 31, 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
  $ 27,312     $ 27,312     $ -       -     $ 27,312  
Interest-bearing deposits in other
   financial institutions
    83,203       80,325       2,878       -       83,203  
Trading assets
    254       254       -       -       254  
Securities available for sale
    259,450       43,539       215,565       346       259,450  
Securities held to maturity
    7,447       -       8,206       -       8,206  
Federal Home Loan and Federal
  Reserve Bank stock
    5,436       -       -       -       N/A  
Net loans
    792,750       -       -       813,736       813,736  
Loans held for sale
    826       -       826       -       826  
Accrued interest receivable
    4,382       730       1,315       2,330       4,382  
                                         
Financial liabilities:
                                       
Deposits:
                                       
Demand, savings, and insured
  money market accounts
    775,741       775,741       -       -       775,741  
Time deposits
    262,965       -       264,977       -       264,977  
Securities sold under agreements
  to repurchase
    34,998       -       37,621       -       37,621  
Federal Home Loan Bank
  advances
    43,227       -       46,055       -       46,055  
Accrued interest payable
    676       10       686       -       676  
Dividends payable
    1,144       1,144       -       -       1,144  

   
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.
 

 
14

 
 
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 FHLB and 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 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.

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.

 
15

 


5.           Goodwill and Intangible Assets

The changes in goodwill included in the core banking segment during the periods ending March 31,
2012 and 2011 were as follows:

 
2012
   
2011
 
Beginning of year
 
$
21,983,617
   
$
9,872,375
 
Adjustment of Acquired goodwill
   
(159,174
)
   
-
 
March 31,
 
$
21,824,443
   
$
9,872,375
 

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

   
At March 31, 2012
   
At December 31, 2011
 
   
Balance Acquired
   
Accumulated Amortization
   
Balance Acquired
   
Accumulated Amortization
 
Core deposit intangibles
 
$
3,819,798
   
$
1,373,084
   
$
3,819,798
   
$
1,213,118
 
Other customer relationship intangibles
   
6,063,423
     
2,603,737
     
6,063,423
     
2,479,563
 
Total
 
$
9,883,221
   
$
3,976,821
   
$
9,883,221
   
$
3,692,681
 

Aggregate amortization expense was $284,140 and $176,503 for the three-month periods ended March 31, 2012 and 2011, respectively.

The remaining estimated aggregate amortization expense at March 31, 2012 is listed below:

Year
 
Estimated Expense
 
2012
  $ 762,580
2013
    876,524
2014
    777,801
2015
    681,176
2016
    607,713
2017 and thereafter
    2,200,606
Total
  $ 5,906,400
 
 
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
March 31, 2012
Unrealized gains on securities available for sale
 
$
7,987,055
   
$
101,526
   
$
8,088,581
 
Unrealized loss on pension plans and other benefit
  plans
   
(9,428,433
)
   
193,768
     
(9,234,665
)
     Total
 
$
(1,441,378
)
 
$
295,294
   
$
(1,146,084
)

 
16

 

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.

In the normal course of business, there are various outstanding claims and legal proceedings involving
the Corporation or its subsidiaries.  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 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.

 
8.           Securities

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

   
March 31, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S. Government
  sponsored enterprises
 
$
134,096,396
   
$
2,660,433
   
$
60,961
   
$
136,695,868
 
Mortgage-backed securities, residential
   
43,370,865
     
2,586,416
     
-
     
45,957,281
 
Collateralized Mortgage obligations
   
6,363,526
     
126,984
     
2,881
     
6,487,629
 
Obligations of states and political subdivisions
   
43,831,193
     
1,719,743
     
8,620
     
45,542,316
 
Corporate bonds and notes
   
13,448,409
     
432,568
     
50,304
     
13,830,673
 
SBA loan pools
   
1,871,925
     
34,365
     
-
     
1,906,290
 
Trust Preferred securities
   
2,540,204
     
134,035
     
309,435
     
2,364,804
 
Corporate stocks
   
788,013
     
5,878,972
     
1,969
     
6,665,016
 
     Total
 
$
246,310,531
   
$
13,573,516
   
$
434,170
   
$
259,449,877
 



 
17

 



   
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:

   
March 31, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
7,446,817
   
$
759,655
   
$
-
   
$
8,206,472
 
                                 
     Total
 
$
7,446,817
   
$
759,655
   
$
-
   
$
8,206,472
 

 
 
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 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:

   
March 31, 2012
 
   
Available for Sale
   
Held to Maturity
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Within One Year
 
$
40,873,174
   
$
41,400,512
   
$
2,083,170
   
$
2,103,820
 
After One, But Within Five Years
   
156,409,760
     
162,127,467
     
3,586,148
     
3,953,357
 
After Five, But Within Ten Years
   
44,820,918
     
46,015,553
     
1,777,499
     
2,149,295
 
After Ten Years
   
3,418,666
     
3,241,330
     
-
     
-
 
     Total
 
$
245,522,518
   
$
252,784,861
   
$
7,446,817
   
$
8,206,472
 
 
Proceeds from sales of securities available for sale that resulted in realized gains were $ 25,679,688 and
$25,170,898 for the three months ended March 31, 2012 and 2011, respectively.  Gross gains of
$297,169 and $193,398 were realized on these sales during the first quarter of 2012 and 2011,
respectively.  There were no calls of securities available for sale that resulted in gains for the three
months ended March 31, 2012 and 2011.  There were no gross losses from calls or sales of securities
during the three months ended March 31, 2012 and March 31, 2011.

 
18

 

 
The following table summarizes the investment securities available for sale and held to maturity with
unrealized losses at March 31, 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
 
March 31, 2012
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
55,431,000
      $
60,961
   
$
-
   
$
-
   
$
55,431,000
   
$
60,961
 
Collateralized mortgage obligations
   
1,256,943
     
2,881
     
-
     
-
     
1,256,943
     
2,881
 
Obligations of states and political subdivisions
   
1,059,454
     
8,620
     
-
     
-
     
1,059,454
     
8,620
 
Corporate bonds and notes
   
992,891
     
36,123
     
757,235
     
14,181
     
1,750,126
     
50,304
 
Trust preferred securities
   
-
     
-
     
346,210
     
309,435
     
346,210
     
309,435
 
Corporate stocks
   
-
     
-
     
1,669
     
1,969
     
1,669
     
1,969
 
     Total temporarily
        impaired securities
 
$
58,740,288
   
$
108,585
   
$
1,105,114
   
$
325,585
   
$
59,845,402
   
$
434,170
 


   
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
 

 
 
19

 
 
Other-Than-Temporary Impairment

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 March 31, 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 March 31, 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 March 31, 2012 analysis, our model indicated no additional other-than-
temporary impairment on the TPREF Funding II security.  This security remained classified as available
for sale and represented $300 thousand of the unrealized losses reported at March 31, 2012.  Payments
continue to be made as agreed on this security.

 
20

 

When conducting the March 31, 2012 analysis, the present value of expected future cash flows using a
discount rate equal to the yield in effect at the time of purchase was compared to the previous quarters'
analysis.  The analysis indicated no further decline in value attributed to credit related factors stemming
from further deterioration in the underlying collateral payment streams.  Additionally, to estimate fair
value the present value of the expected future cash flows was calculated using a current estimated
discount rate that a willing market participant might use to value the security based on current market
conditions and interest rates.  This comparison indicated an increase in value based on factors other than
credit which resulted in a gain reported in other comprehensive income.  Changes in credit quality may
or may not correlate to changes in the overall fair value of the impaired securities as the change in credit
quality is only one component in assessing the overall fair value of the impaired securities.  Therefore,
the recognition of additional credit related OTTI could result in a gain reported in other comprehensive
income.  Total other-than-temporary impairment recognized in accumulated other comprehensive
income was $188,878 and $228,598 for securities available for sale at March 31, 2012 and March 31,
2011, respectively.

 
The table below presents a roll forward of the cumulative credit losses recognized in earnings for the
three-month periods ending March 31, 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, March 31,
 
$
3,506,073
   
$
3,438,673
 

 
21

 

9.           Loans and Allowance for Loan Losses

The composition of the loan portfolio is summarized as follows:

   
March 31, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
138,265,330
   
$
142,209,279
 
Commercial mortgages
   
276,270,702
     
264,589,013
 
Residential mortgages
   
192,548,256
     
193,599,853
 
Indirect consumer loans
   
96,660,998
     
97,165,447
 
Consumer loans
   
99,287,781
     
99,351,585
 
   
$
803,033,067
   
$
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.

 
22

 

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 two years.  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.

 
23

 

The following tables present activity in the allowance for loan losses by portfolio segment for the three-
month periods ending March 31, 2012 and March 31, 2011 and by loans originated by the Corporation
(referred to as “Legacy” loans) and loans acquired in the FOFC merger 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
 
Three Months Ended
March 31, 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:
   
-
     
-
     
(14,340
)
   
(158,319
)
   
-
     
(172,659
)
  Recoveries:
   
172,603
     
10,235
     
-
     
61,983
     
-
     
244,821
 
     Net charge offs
   
172,603
     
10,235
     
(14,340
)
   
(96,336
)
   
-
     
72,162
 
  Provision
   
(179,519
)
   
373,248
     
121,943
     
4,040
     
(69,712
)
   
250,000
 
Ending balance
 
$
3,136,457
   
$
2,953,632
   
$
1,417,252
   
$
2,100,433
   
$
373,708
   
$
9,981,482
 


Acquired loans
 
Three Months Ended
March 31, 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
     
50,332
     
-
     
-
     
-
     
123,560
 
  Charge Offs:
   
-
     
(49,057
)
                   
-
     
(49,057
)
  Recoveries:
   
-
     
-
     
-
     
-
     
-
     
-
 
     Net charge offs
   
-
     
(49,057
)
   
-
     
-
     
-
     
(49,057
)
  Provision
   
151,708
     
75,597
     
-
     
-
     
-
     
227,305
 
Ending balance
 
$
224,936
   
$
76,872
   
$
-
   
$
-
   
$
-
   
$
301,807
 


   
Three Months Ended
March 31, 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:
   
-
     
(3,764
)
   
-
     
(206,911
)
   
-
     
(210,675
)
  Recoveries:
   
110,589
     
9,629
     
14,479
     
43,797
     
-
     
178,494
 
     Net charge offs
   
110,589
     
5,865
     
14,479
     
(163,114
)
   
-
     
(32,181
)
  Provision
   
273,312
     
76,262
     
49,955
     
(139,596
)
   
(134,933
)
   
125,000
 
Ending balance
 
$
2,572,200
   
$
2,657,185
   
$
1,366,214
   
$
2,424,312
   
$
641,040
   
$
9,590,951
 
 
 
 
24

 

 
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 March 31, 2012 and December 31, 2011.  
The recorded investment excludes loans acquired in the FOFC merger except those loans acquired with
deteriorated credit quality:

   
March 31, 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
 
$
1,492,310
   
$
313,054
   
$
-
   
$
-
   
$
-
   
$
1,805,364
 
Collectively evaluated for impairment
   
1,644,147
     
2,640,578
     
1,417,252
     
2,100,433
     
373,708
     
8,176,118
 
Acquired with deteriorated credit quality
   
224,936
     
76,871
     
-
     
-
     
-
     
301,807
 
Total ending allowance balance
 
$
3,361,393
   
$
3,030,503
   
$
1,417,252
   
$
2,100,433
   
$
373,708
   
$
10,283,289
 


   
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
 
 

   
March 31, 2012
 
Loans:
 
Commercial, Financial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually evaluated for impairment
 
$
2,470,586
   
$
2,190,967
   
$
142,730
   
$
59,568
   
$
4,863,851
 
Loans collectively evaluated for impairment
   
112,831,940
     
190,351,054
     
175,166,488
     
190,478,832
   
$
668,828,314
 
Acquired with deteriorated credit quality
   
1,275,293
     
10,613,740
     
231,246
     
-
     
12,120,279
 
  Total ending loans balance
 
$
116,577,819
   
$
203,155,761
   
$
175,540,464
   
$
190,538,400
   
$
685,812,444
 


   
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
 

 
25

 

The following tables present loans individually evaluated for impairment recognized by class of loans as of
March 31, 2012 and December 31, 2011, the average recorded investment and interest income
recognized by class of loans as of the three-month periods ending March 31, 2012 and 2011:

   
March 31, 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
 
$
105,834
   
$
-
   
$
105,947
 
$
2,914,401
$
-
$
2,914,776
Commercial mortgages:
                                   
  Construction
   
10,454
     
-
     
10,454
   
10,454
 
-
 
10,454
  Other
   
706,200
     
-
     
706,172
   
862,815
 
-
 
860,648
Residential mortgages
   
142,730
     
-
     
142,730
   
178,925
 
-
 
179,337
Consumer loans:
                                   
Home equity lines & loans
   
58,823
     
-
     
59,568
   
-
 
-
 
-
                                     
With an allowance recorded:
                                   
Commercial, financial and agricultural:
                                   
  Commercial & industrial
   
2,364,363
     
1,492,310
     
2,364,639
   
2,360,252
 
1,528,651
 
2,360,267
Commercial mortgages:
                                   
  Construction
   
8,295
     
8,295
     
8,295
   
8,295
 
8,295
 
8,295
  Other
   
1,465,884
     
304,759
     
1,466,046
   
3,727,097
 
405,260
 
3,724,166
  Total
 
$
4,862,583
   
$
1,805,364
   
$
4,863,851
 
$
10,062,239
$
1,942,206
$
10,057,943


   
Three Months Ended
March 31, 2012
   
Three Months Ended
March 31, 2011
 
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
                       
Commercial, financial and agricultural:
                       
  Commercial & industrial
 
$
1,510,362
   
$
-
   
$
3,165,465
   
$
8,426
 
Commercial mortgages:
                               
  Construction
   
10,454
     
-
     
31,460
     
-
 
  Other
   
783,410
     
-
     
3,434,129
     
-
 
Residential mortgages
   
161,034
     
-
     
357,510
     
2,374
 
Consumer loans:
                               
  Home equity lines & loans
   
29,784
     
1,166
     
-
     
-
 
With an allowance recorded:
                               
Commercial, financial and agricultural:
                               
  Commercial & industrial
   
2,362,453
     
-
     
43, 715
     
-
 
                                 
Commercial mortgages:
                               
  Construction
   
8,295
     
-
     
35,551
     
-
 
  Other
   
2,595,105
     
-
     
766,573
     
-
 
  Total
 
$
7,460,897
   
$
1,166
   
$
7,834,403
   
$
10,800
 

 
26

 

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 March 31, 2012 and December 31, 2011.  This table
includes loans acquired in the FOFC merger, except those loans with evidence of credit deterioration at
the time of the merger.

   
March 31, 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
 
$
2,823,621
   
$
7,847
   
$
5,611,805
   
$
-
 
  Commercial mortgages
                               
    Construction
   
427,729
     
6,274,564
     
18,749
     
7,295,104
 
    Other
   
2,412,214
     
-
     
4,778,384
     
-
 
Residential mortgages
   
2,588,711
     
-
     
2,611,096
     
-
 
Consumer loans
                               
  Credit cards
   
-
     
11,582
     
-
     
9,053
 
  Home equity lines & loans
   
417,776
     
-
     
455,418
     
-
 
  Indirect consumer loans
   
102,402
     
-
     
22,287
     
-
 
  Other direct consumer loans
   
10,596
     
-
     
113,349
     
-
 
Total
 
$
8,783,049
   
$
6,293,993
   
$
13,611,088
   
$
7,304,157
 

 
27

 

The following tables present the aging of the recorded investment in loans past due (including non-accrual loans) by class of loans as of
March 31, 2012 and December 31, 2011 and by loans originated by the Corporation (referred to as “Legacy” loans) and loans acquired in the
FOFC merger (referred to as “Acquired” loans):

   
March 31, 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
 
$
83,304
   
$
211,650
   
$
167,318
   
$
462,272
 
$
-
 
$
114,534,498
 
$
114,996,770
  Agricultural
   
-
     
-
     
-
     
-
   
-
   
305,755
   
305,755
Commercial mortgages:
                                               
  Construction
   
-
     
10,454
     
8,295
     
18,749
   
-
   
17,321,744
   
17,340,493
  Other
   
-
     
-
     
701,830
     
701,830
   
-
   
174,499,698
   
175,201,528
Residential mortgages
   
1,323,511
     
173,740
     
867,608
     
2,364,859
   
-
   
172,944,360
   
175,309,219
Consumer loans:
                                               
  Credit cards
   
7,789
     
5,800
     
11,582
     
25,171
   
-
   
1,756,861
   
1,782,032
  Home equity lines & loans
   
358,087
     
17,579
     
173,659
     
549,325
   
-
   
76,404,286
   
76,953,611
  Indirect consumer loans
   
335,143
     
46,448
     
73,560
     
455,151
   
-
   
96,515,998
   
96,971,149
  Other direct consumer loans
   
10,998
     
21,729
     
435
     
33,162
   
-
   
14,798,446
   
14,831,608
  Total
 
$
2,118,832
   
$
487,400
   
$
2,004,287
   
$
4,610,519
 
$
-
 
$
669,081,646
 
$
673,692,165

   
March 31, 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
 
$
438,004
   
$
24,476
   
$
249,984
   
$
712,464
 
$
1,275,293
 
$
22,654,930
 
$
24,642,687
Commercial mortgages:
                                               
  Construction
   
-
     
-
     
6,683,544
     
6,683,544
   
1,199,658
   
2,498,382
   
10,381,584
  Other
   
-
     
-
     
239,996
     
239,996
   
9,414,082
   
63,195,237
   
72,849,315
Residential mortgages
   
2,723,725
     
-
     
265,851
     
2,989,576
   
231,246
   
14,556,417
   
17,777,239
Consumer loans:
                                               
  Home equity lines & loans
   
-
     
-
     
-
     
-
   
-
   
5,915,875
   
5,915,875
  Other direct consumer loans
   
-
     
701
     
-
     
701
   
-
   
122,048
   
122,749
  Total
 
$
3,161,729
   
$
25,177
   
$
7,439,375
   
$
10,626,281
 
$
12,120,279
 
$
108,942,889
 
$
131,689,449

 
28

 


 
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


 
29

 


Troubled Debt Restructurings:

The Corporation has $66 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 March 31,
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 March 31,
2012 or December 31, 2011 to customers with outstanding loans that are classified as trouble debt
restructurings.

During the three months ended March 31, 2012, one loan in the amount of $59 thousand was modified
as a troubled debt restructuring by the Corporation.  The modification of the terms of this loan included
an extension of the maturity date.  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 categorizes loans into risk categories based on relevant information about the ability of
borrowers to service their debt such as: current financial information, historical payment experience,
credit documentation, public information, and current economic trends, among other factors.  The
Corporation analyzes loans individually by classifying the loans as to credit risk.  This analysis
includes new consumer, mortgage and home equity loans and lines with outstanding balances greater than $50
thousand, $250 thousand and $100 thousand, respectively, along with a sample of existing loans and
non-homogeneous loans, such as commercial and commercial real estate loans.  The loans meeting these
criteria are reviewed at least annually.  The Corporation uses the following definitions for risk rating:

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.


 
30

 

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 March 31, 2012
and December 31, 2011, the risk category of the recorded investment of loans by class of loans is as
follows:

   
March 31, 2012
 
Legacy Loans:
 
Not Rated
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                             
  Commercial & industrial
 
$
-
   
$
96,287,427
   
$
13,885,755
   
$
2,833,733
   
$
1,989,855
 
  Agricultural
   
-
     
305,755
     
-
     
-
     
-
 
Commercial mortgages:
                                       
  Construction
   
-
     
16,358,450
     
205,050
     
776,993
     
-
 
  Other
   
-
     
159,594,079
     
10,130,408
     
5,060,046
     
416,995
 
Residential mortgages
   
172,986,984
     
-
     
-
     
2,322,235
     
-
 
Consumer loans:
                                       
  Credit cards
   
1,782,032
     
-
     
-
     
-
     
-
 
  Home equity lines & loans
   
76,476,267
     
-
     
-
     
477,344
     
-
 
  Indirect consumer loans
   
96,886,193
     
-
     
-
     
84,956
     
-
 
  Other direct consumer loans
   
14,820,994
     
-
     
-
     
10,614
     
-
 
  Total
 
$
362,952,470
   
$
272,545,711
   
$
24,221,213
   
$
11,565,921
   
$
2,406,850
 


 
March 31, 2012
 
Acquired Loans:
 
Not Rated
   
Pass
   
Loans Acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
 
Commercial, financial and agricultural:
                                   
  Commercial & industrial
 
$
-
     
22,421,797
   
$
1,275,293
   
$
568,085
   
$
284,941
   
$
92,571
 
Commercial mortgages
                                               
  Construction
   
-
     
1,019,952
     
1,199,658
     
6,562,664
     
1,599,310
     
-
 
  Other
   
-
     
60,091,719
     
9,414,082
     
476,760
     
2,673,184
     
193,570
 
Residential mortgages
   
17,401,243
     
-
     
231,246
     
-
     
144,750
     
-
 
Consumer loans
                                               
  Home equity lines & loans
   
5,915,875
     
-
     
-
     
-
     
-
     
-
 
  Other direct consumer loans
   
122,749
     
-
     
-
     
-
     
-
     
-
 
  Total
 
$
23,439,867
     
83,533,468
   
$
12,120,279
   
$
7,607,509
   
$
4,702,185
   
$
286,141
 

 

 
31

 


   
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
 



 
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
 

 
32

 

 
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
March 31, 2012 and December 31, 2011:

   
March 31, 2012
         
Consumer Loans
 
Legacy Loans:
 
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
172,986,359
   
$
1,770,450
   
$
76,535,835
   
$
96,868,747
   
$
14,820,994
 
Non-Performing
   
2,322,860
     
11,582
     
417,776
     
102,402
     
10,614
 
     
175,309,219
     
1,782,032
     
76,953,611
     
96,971,149
     
14,831,608
 

Acquired Loans:
                             
Performing
 
$
17,511,388
   
$
-
   
$
5,915,875
   
$
-
   
$
122,749
 
Non-Performing
   
265,851
     
-
     
-
     
-
     
-
 
Total
 
$
17,777,239
   
$
-
   
$
5,915,875
   
$
-
   
$
122,749
 


   
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
 

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
table below summarizes 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 March 31, 2012 (in thousands of dollars):

   
Balance at December 31, 2011
   
Income Accretion
   
All Other Adjustments
   
Balance at March 31, 2012
 
Contractually required principal and interest
 
$
21,261
   
$
-
   
$
(3,481
)
 
$
17,780
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(4,662
)
   
-
     
440
     
(4,222
)
Cash flows expected to be collected
   
16,599
     
-
     
(3,041
)
   
13,558
 
Interest component of expected cash flows (accretable yield)
   
(1,844
)
   
916
     
(489
)
   
(1,417
)
Fair value of loans acquired with deteriorating credit quality
 
$
14,755
   
$
916
   
$
(3,530
)
 
$
12,141
 

 
33

 
 

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

   
Three Months Ended
March 31,
   
2012
     
2011
Qualified Pension
           
Service cost, benefits earned during the period
 
$
323,351
   
$
259,134
 
Interest cost on projected benefit obligation
   
406,110
     
392,956
 
Expected return on plan assets
   
(663,493
)
   
(585,673
)
Amortization of unrecognized transition obligation
   
-
     
-
 
Amortization of unrecognized prior service cost
   
3,464
     
7,470
 
Amortization of unrecognized net loss
   
330,568
     
169,113
 
  Net periodic pension expense
 
$
400,000
   
$
243,000
 
                 
                 
Supplemental Pension
               
Service cost, benefits earned during the period
 
$
8,692
   
$
7,656
 
Interest cost on projected benefit obligation
   
12,773
     
13,443
 
Expected return on plan assets
   
-
     
-
 
Amortization of unrecognized prior service cost
   
-
     
-
 
Amortization of unrecognized net loss
   
4,980
     
2,366
 
  Net periodic supplemental pension expense
 
$
26,445
   
$
23,465
 
                 
                 
Postretirement, Medical and Life
               
Service cost, benefits earned during the period
 
$
8,750
   
$
8,250
 
Interest cost on projected benefit obligation
   
18,000
     
18,750
 
Expected return on plan assets
   
-
     
-
 
Amortization of unrecognized prior service cost
   
(24,250
)
   
(24,250
)
Amortization of unrecognized net gain
   
-
     
-
 
  Net periodic postretirement, medical and life expense
 
$
2,500
   
$
2,750
 

 
34

 
 

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 March 31, 2012
 
   
Core Banking
   
Wealth Management Group
   
Holding Company And Other
   
Consolidated Totals
 
Net interest income
 
$
12,012
   
$
-
   
$
4
   
$
12,016
 
Provision for loan losses
   
477
     
-
     
-
     
477
 
Net interest income after provision for loan losses
   
11,535
     
-
     
4
     
11,539
 
Other operating income
   
3,076
     
1,776
     
45
     
4,897
 
Other operating expenses
   
8,929
     
1,810
     
183
     
10,922
 
Income or (loss) before income tax expense
   
5,682
     
(34
)
   
(134
)
   
5,514
 
Income tax expense (benefit)
   
1,982
     
(13
)
   
(70
)
   
1,899
 
Segment net income (loss)
 
$
3,700
   
$
(21
)
 
$
(64
)
 
$
3,615
 
                                 
Segment assets
 
$
1,245,868
   
$
5,687
   
$
2,940
   
$
1,254,495
 

   
Three Months Ended March 31, 2011
 
   
Core Banking
   
Wealth Management Group
   
Holding Company And Other
   
Consolidated Totals
 
Net interest income
 
$
8,544
   
$
-
   
$
2
   
$
8,546
 
Provision for loan losses
   
125
     
-
     
-
     
125
 
Net interest income after provision for loan losses
   
8,419
     
-
     
2
     
8,421
 
Other operating income
   
2,088
     
1,616
     
644
     
4,348
 
Other operating expenses
   
8,405
     
1,816
     
223
     
10,444
 
Income or (loss) before income tax expense
   
2,102
     
200
     
423
     
2,325
 
Income tax expense (benefit)
   
591
     
(78
)
   
147
     
660
 
Segment net income (loss)
 
$
1,511
   
$
(122
)
 
$
276
   
$
1,665
 
                                 
Segment assets
 
$
977,553
   
$
6,098
   
$
3,115
   
$
986,766
 

 
35

 

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 $54 thousand related to this compensation was recognized
during the first quarter of 2012.

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 March 31, 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
    -       -  
  Forfeited or Cancelled
    -       -  
Nonvested at March 31, 2012
    13,537       22.40  

As of March 31, 2012, there was $283,012 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
4.37 years.

 
36

 

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-month period ended March 31, 2012, with comparisons to
the comparable period 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 period ended March 31, 2012 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) 737-3788.  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.

 
37

 

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.

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 period ended March 31, 2012, the
Corporation recognized no OTTI charges.

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.

 
38

 

Financial Condition

Consolidated assets at March 31, 2012 totaled $1.254 billion, an increase of $38.2 million or 3.1% since
December 31, 2011.  The increase was principally due to a $58.5 million increase in interest-bearing
deposits at other financial institutions and a $6.1 million increase in loans, net of deferred fees and costs
and unearned income, offset in part by a $22.3 million decrease in the Corporation’s securities portfolio
and a $2.7 million decrease in other assets.

As noted above, total loans, net of deferred fees and costs and unearned income increased $6.1 million
or 0.8% from December 31, 2011 to March 31, 2012 as a $7.7 million increase in commercial loans
(including commercial mortgages) was offset by decreases in residential mortgages and total consumer
loans totaling $1.1 million and $568 thousand, respectively.  The increase in commercial loans reflects a
$8.4 million increase in commercial loans at the Corporation’s Capital Bank offices acquired in April of
last year, while the decrease in total consumer loans was due primarily to a $504 thousand decrease in
indirect consumer installment loans, a $283 thousand decrease in other installment loans and a $183
thousand decrease in home equity balances, offset in part by a $402 thousand increase in revolving
consumer credit.  During the first quarter of this year, approximately $2.3 million of newly originated
residential mortgages were sold in the secondary market to Freddie Mac, with an additional $212
thousand originated and sold to the State of New York Mortgage Agency.


The composition of the loan portfolio is summarized as follows:

   
March 31, 2012
   
December 31, 2011
 
Commercial, financial and agricultural
 
$
138,265,330
   
$
142,209,279
 
Commercial mortgages
   
276.270,702
     
264,589,013
 
Residential mortgages
   
192,548,256
     
193,599,853
 
Indirect Consumer loans
   
96,660,998
     
97,165,447
 
Consumer loans
   
99,287,781
     
99,351,585
 
Total loans, net of deferred origination fees and cost,
  and unearned income
 
$
803,033,067
   
$
796,915,177
 

The available for sale segment of the securities portfolio totaled $259.4 million at March 31, 2012, a
decrease of approximately $21.4 million or 7.6% from December 31, 2011. At amortized cost, the
available for sale portfolio decreased $21.6 million, with unrealized appreciation related to the available
for sale portfolio increasing $217 thousand.  The decrease was principally reflected in a $17.1 million
decrease in federal agency bonds, as during the quarter, approximately $27.2 million of federal agency
bonds were called or matured ($17.5 million of which occurred during the last three days of the quarter),
offset by the purchase of a $10.0 million bond.  The decrease in the available for sale portfolio at
amortized cost was additionally impacted by paydowns on mortgage-backed securities and collateralized
mortgage obligations totaling approximately $5.8 million and a $1.6 million decrease in municipal
bonds.  These decreases were partially offset by a $2.0 million increase in U.S. treasury bonds, as during
the quarter a $27.5 million purchase was offset by the sale of a $25.5 million bond.  The held to maturity
portion of the portfolio, consisting of local municipal obligations, decreased approximately $865
thousand from $8.3 million at December 31, 2011 to $7.4 million at March 31, 2012.

 
39

 

As noted above, interest-bearing deposits at other financial institutions increased $58.5 million since
December 31, 2011.  This increase was principally due to the significant increase in deposits as
discussed below, along with the decrease in the securities portfolio, exceeding the growth in the loan
portfolio.  With total cash and due from banks totaling $110.5 million at March 31, 2012, the
Corporation continues to maintain a strong liquidity position and the Corporation continues to evaluate
alternative investment of these funds with caution given the low interest rate environment and the
inherent interest rate risk associated with longer term securities portfolio investments.

A $2.7 million decrease in other assets was due principally to a $2.4 million decrease in prepaid income
taxes.

Since December 31, 2011, total deposits have increased $40.2 million or 4.0% to $1.039 billion, with
public fund balances increasing $28.9 million and all other deposits increasing $11.3 million.  The
increase in public fund deposits was due principally to increases in insured money market account
(“IMMA”) and NOW account balances totaling $15.4 million and $8.3 million, respectively, as well as a
$2.7 million increase in demand deposits and a $2.0 million increase in savings balances.  The increase
in all other period-end deposits reflects an $18.9 million increase in IMMA balances, as well as
increases in demand deposits and NOW accounts totaling $10.5 million and $5.5 million, respectively.  
These increases were partially offset by a $14.5 million decrease in total time deposits and a $9.1
million decrease in savings balances.  Both the decrease in savings balances and the increase in IMMA
accounts was impacted by an initiative to convert funds from the former Capital Bank tiered savings
accounts into the Capital Bank Privilege IMMA account.

A $2.1 million decrease in securities sold under agreements to repurchase reflects maturities during the
quarter, while a $2.5 million decrease in other liabilities was due in large part to the payment of escrowed
real estate taxes during the quarter, as well as the payment of previously accrued compensation and
benefits.

A $2.9 million increase in shareholders’ equity was primarily due to a $2.5 million increase in retained
earnings as well as a $295 thousand increase in accumulated other comprehensive income.

 
40

 

Asset Quality

Non-Performing Loans

The recorded investment in non-performing loans at March 31, 2012 totaled $15.137 million compared
to $20.915 million at year-end 2011, a decrease of $5.778 million.  Not included in the non-performing
loan totals are loans acquired in the FOFC acquisition which the Corporation has identified as purchased
credit impaired (“PCI”) loans totaling $12.120 million at March 31, 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 $4.828 million and $1.010 million,
respectively, partially offset by a $60 thousand increase in accruing troubled debt restructurings
(“TDRs”).  The $4.828 million decrease in non-accrual loans was principally due to a $4.745 million
decrease in non-accrual commercial loans, as during the quarter non-accrual commercial loans to one
borrower were reduced $5.132 million from the receipt of funds under United States Department of
Agriculture (“USDA”) guarantees.  Other non-accrual commercial loans reported at December 31, 2011
were reduced by $220 thousand during the quarter.  These decreases were partially offset by the addition
of four commercial loans totaling $607 thousand to non-accrual status during the quarter.  Additionally,
during the quarter, non-accrual residential mortgages, home equity and consumer loans decreased $22
thousand, $38 thousand and $23 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.

Accruing loans 90 days or more past due totaled $6.294 million at March 31, 2012 compared to $7.304
million at year-end 2011, a decrease of $1.010 million.  This decrease was principally due to a $1.020
million decrease in construction loans not considered by management to be PCI loans acquired in the
FOFC acquisition totaling $6.275 million at March 31, 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.

As noted above, accruing TDRs increased $60 thousand since December 31, 2011 as during the first
quarter, a home equity loan was restructured to extend the term and lower the monthly payments.  
Concessions made on commercial loan TDRs generally involve short term deferrals of principal
payments, while residential mortgage and home equity restructurings include interest rate and/or
payment reductions and maturity extensions.  Overall, our past experience in working with borrowers in
restructuring troubled debt has been favorable. TDRs are evaluated for impairment based upon the
present value of expected future cash flows with any changes recorded through the provision for loan
losses.

 
41

 

At March 31, 2012, OREO totaled $980 thousand compared to $898 thousand at December 31, 2011, an
increase of $82 thousand.  During the first quarter of 2012, two properties totaling $117 thousand were
placed in OREO and one property totaling $35 thousand was sold.  At March 31, 2012, OREO
properties consisted of six residential properties totaling $443 thousand, three commercial properties
totaling $319 thousand and undeveloped land totaling $218 thousand.

Impaired Loans

Impaired loans, excluding residential real estate loans determined to be troubled debt restructurings, at
March 31, 2012 totaled $4.662 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 $5.217 million resulted principally from the
above-discussed decrease in non-accrual commercial loans.  Included in the impaired loan total at March
31, 2012 are loans totaling $3.839 million for which impairment allowances of $1.805 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 both the amount of impaired loans for which
specific allowances were allocated to the allowance for loan losses and the amount allocated were both
primarily driven by the above mentioned receipt of funds under USDA guarantees.  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.

The 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.


 
42

 

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

(dollars in thousands)
 
March 31, 2012
   
December 31, 2011
 
Non-accrual loans
 
$
8,783
   
$
13,611
 
Troubled debt restructurings
   
60
     
-
 
Accruing loans past due 90 days or more
   
6,294
     
7,304
 
Total non-performing loans
 
$
15,137
   
$
20,915
 
Other real estate owned
   
980
     
898
 
Total non-performing assets
 
$
16,117
   
$
21,813
 

In addition to non-performing loans, as of March 31, 2012, the Corporation has identified commercial
relationships totaling $8.1 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 the potential effects on our borrowers of any adverse resolution of
such uncertainties.

While we have seen improvement in the amount of non-performing and impaired loans as well as net
charge-offs, in light of the factors described above, including continuing uncertainty with respect to
national and global fiscal policy matters, the Corporation’s provision for loan losses on legacy loans
totaled $250 thousand in the first quarter of this year compared to $125 thousand in the corresponding
period last year.  Additionally, the Corporation recognized a provision of $227 thousand for impairment
charges related to certain PCI loans.

 
43

 

During the first quarter of this year, the Corporation recorded net recoveries of $23 thousand compared
to net charge-offs of $32 thousand during the first quarter of last year.  This improvement was
principally due to a $67 thousand decrease in net consumer loan charge-offs and a $17 thousand increase
in net commercial loan recoveries, partially offset by a $29 thousand increase in net residential mortgage
charge-offs. At March 31, 2012, the Corporation's allowance for loan losses on legacy loans totaled
$9.981 million, resulting in a coverage ratio of allowance to non-performing loans of 65.9%.  Included
in the non-performing loan totals are loans totaling $480 thousand for which previous partial charge-offs
have been recognized.  Excluding these loans, the coverage ratio of allowance to non-performing loans
was 68.1%.  This ratio as well as the ratio of allowance to total loans was impacted by the April 2011
Capital Bank acquisition, as current accounting rules do not allow the acquirer to transfer the acquiree’s
allowance for loan losses to the acquirer’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 $7.543 million and
loans for which partial charge-offs have been recognized, the allowance to non-performing loan ratio
was 140.3%.  Excluding loans acquired in the Capital Bank acquisition, the allowance for loan losses on
legacy loans to total legacy loans was 1.48% 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 March 31, 2012, in addition to the qualitative factors allocated within the allowance, the Corporation
maintained $374 thousand of the allowance as unallocated.  While some preliminary improvements have
been seen in the local economy and while some loans have improved, the recovery is still very 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.

 
44

 

Activity in the allowance for loan losses was as follows:

   
Three Months Ended March 31, 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
    -       -  
  Commercial mortgages
    -       (49 )
  Residential mortgages
    (15 )     -  
  Consumer loans
    (158 )     -  
Total
    (173 )     (49 )
Recoveries:
               
  Commercial, financial and agricultural
    173       -  
  Commercial mortgages
    10       -  
  Residential mortgages
    -       -  
  Consumer loans
    62       -  
Total
    245       -  
   Net recoveries (charge-offs)
    72       (49 )
   Provision charged to operations
    250       227  
Balance at end of period
  $ 9,981     $ 302  

   
Three Months Ended March 31, 2011
 
(dollars in thousands)
       
Balance at beginning of period
 
$
9,498
 
Charge-offs:
       
  Commercial, financial and agricultural
   
-
 
  Commercial mortgages
   
(4
)
  Residential mortgages
   
-
 
  Consumer loans
   
(207
)
Total
   
(211
)
Recoveries:
       
  Commercial, financial and agricultural
   
111
 
  Commercial mortgages
   
10
 
  Residential mortgages
   
14
 
  Consumer loans
   
44
 
Total
   
179
 
   Net recoveries (charge-offs)
   
(32
)
   Provision charged to operations
   
125
 
Balance at end of period
 
$
9,591
 

 
45

 

Results of Operations

First Quarter of 2012 vs. First Quarter of 2011

Net income for the first quarter of 2012 totaled $3.615 million, an increase of $1.950 million or 117.1%
as compared to first quarter 2011 net income of $1.665 million.  Earnings per share were up 69.6% from
$0.46 to $0.78 per share on 1,017,578 additional average shares outstanding primarily resulting from the
acquisition of Fort Orange Financial Corp. (“FOFC”) and its subsidiary bank, Capital Bank & Trust
Company (“Capital Bank”) in April 2011.  The significant increase was due in part to a $1.032 million
decrease in direct transaction costs related to the above acquisition, as well as the recognition of a $759
thousand casualty gain 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 Capital Bank acquisition, particularly due to the increase in net interest
income.

Net interest income compared to the first quarter of 2011 increased $3.470 million or 40.6% to $12.016
million, with the net interest margin increasing 44 basis points to 4.28%.  A portion of the increase in
both net interest income and net interest margin compared to the prior year comparable period was the
result of collections on certain purchased credit impaired (“PCI”) loans in excess of expectations totaling
$482 thousand which are recorded as interest income.  This had a positive affect on both the yield on
average earning assets and net interest margin of 17 basis points.  We attribute the balance of the
increase in net interest income principally to the Capital Bank acquisition which had a significant impact
on a $224.8 million or 24.9% increase in average earning assets, as well as a 25 basis point decrease in
the cost of average interest bearing liabilities.  The $224.8 million increase in average earning assets
included a $181.3 million increase in average loans, with Capital Bank loans averaging $189.3 million
during the quarter, and a $60.8 million increase in the average investment portfolio, including average
investments at Capital Bank totaling $38.3 million.  These increases were offset in part by a $17.3
million decrease in average interest-bearing deposits at other financial institutions.  While average
earning assets increased 24.9%, total interest and dividend income increased 33.0% or $3.361 million
with the yield on average earning assets increasing 26 basis points to 4.83%.

Total average funding liabilities, including non-interest bearing demand deposits, as compared to the first
quarter of last year, increased $223.3 million or 25.5% to $1.099 billion as average deposits and borrowings
increased $207.2 million and $16.1 million, respectively.  In total, average non-interest bearing deposits
increased $57.2 million, with Capital Bank non-interest bearing deposits comprising $26.4 million of that
increase. Average interest bearing deposits increased $150.0 million, including $141.9 million in Capital
Bank average interest bearing deposits.  The increase in average interest bearing deposits was reflected
principally in a $64.8 million increase in average savings account balances, as well as increases in average
IMMA and NOW accounts totaling $42.0 million and $27.7 million, respectively, and a $15.5 million
increase in average time deposits.  The increase in average borrowings was due principally to an increase in
borrowings assumed by the Corporation in the Capital Bank acquisition.  While average interest bearing
liabilities increased $166.1 million, or 24.9%, interest expense decreased $109 thousand or 6.7%, as the cost
of average interest bearing liabilities decreased 25 basis points to 0.74%.

 
46

 

The provision for loan loss expense in the first quarter of this year totaled $477 thousand compared to
$125 thousand in the first quarter of last year, an increase of $352 thousand.  The first quarter 2012
provision includes $227 thousand of impairment charges related to certain PCI loans.  As discussed
under the Asset Quality section of this report, the balance of the increase in the provision for loan losses
reflects in large part management’s concerns about global and national fiscal uncertainties and the affect
that these uncertainties could have on the economy and our borrowers in particular, as well as
management’s evaluation of the adequacy of the allowance for loan losses based upon a number of other
factors, including an analysis of historical loss factors, the evaluation of collateral, recent charge-off
experience, overall credit quality, current economic conditions and loan growth.

Non-interest income during the first quarter of 2012 increased $549 thousand or 12.6% compared to the
first quarter of last year due principally to the above mentioned casualty gain on flood insurance
reimbursements, a $160 thousand increase in Wealth Management Group fee income, a $104 thousand
increase in gains on the sale of securities and a $53 thousand increase in check card interchange fee
income.  These increases were offset in part primarily by a $536 thousand decrease in revenue from the
Corporation’s equity investment in Cephas Capital Partners, L.P. 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.

First quarter 2012 operating expenses were $479 thousand or 4.6% higher than the comparable period
last year.  Excluding the aforementioned decrease in direct transaction costs associated with the Capital
Bank acquisition, all other operating expenses increased $1.510 million or 16.1%, with approximately
$1.196 million of this increase related to the operations of the acquired offices.  The overall increase,
excluding direct transaction costs, was due in large part to increases in salaries and employee benefits
totaling $569 thousand and $247 thousand, respectively.  Other significant increases included a $216
thousand increase in data processing costs, a $121 thousand increase in net occupancy costs, a $112
thousand increase in loan and OREO expenses, a $108 thousand increase in amortization of intangible
assets and a $77 thousand increase in marketing and advertising expenses.  The increase in salaries
reflects additional staff related to the Capital Bank offices as well as merit increases over the past year,
while the increase in employee benefits was due principally to increases in pension expense, health
insurance and payroll taxes.  Increases in net occupancy costs, amortization of intangible assets and
marketing and advertising expenses all reflect in large part higher costs related to the operations of the
Capital Bank offices.  The increase in data processing expense was due principally to higher data
communication line charges, as well as increases in hardware and software maintenance, while the
increase in loan and OREO expense was due in large part to higher collection costs and OREO
expenses.

A $1.239 million increase in income tax expense reflects a $3.188 million increase in pre-tax income,
and an increase in the effective tax rate from 28.4% to 34.4% due principally to a decrease in the relative
percentage of tax exempt income to pre-tax income.

 
47

 

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)

   
Three Months Ended
March 31, 2012
   
Three Months Ended
March 31, 2011
 
Assets
 
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
 
Earning assets:
                                   
Loans
 
$
796,035
   
$
11,671
     
5.90
%
 
$
614,765
   
$
8,575
     
5.66
%
Taxable securities
   
232,673
     
1,486
     
2.57
%
   
176,700
     
1,249
     
2.87
%
Tax-exempt securities
   
52,161
     
341
     
2.63
%
   
47,330
     
315
     
2.70
%
Federal funds sold
   
-
     
-
     
N/A
     
-
     
-
     
N/A
%
Interest-bearing deposits
   
47,178
     
42
     
0.36
%
   
64,454
     
40
     
0.25
%
Total earning assets
   
1,128,047
     
13,540
     
4.83
%
   
903,249
     
10,179
     
4.57
%
                                                 
Non-earning assets:
                                               
Cash and due from banks
   
23,904
                     
20,760
                 
Premises and equipment, net
   
24,726
                     
24,031
                 
Other assets
   
54,894
                     
33,872
                 
Allowance for loan losses
   
(9,854
)
                   
(9,592
)
               
AFS valuation allowance
   
13,736
                     
9,623
                 
     Total
 
$
1,235,453
                   
$
981,943
                 
                                                 
Liabilities and Shareholders' Equity
                                               
Interest-bearing liabilities:
                                               
Interest-bearing demand deposits
   
80,991
     
21
     
0.11
%
   
53,315
     
12
     
0.09
%
Savings and insured money market deposits
   
401,287
     
236
     
0.24
%
   
294,523
     
174
     
0.24
%
Time deposits
   
269,288
     
671
     
1.00
%
   
253,810
     
841
     
1.34
%
Federal Home Loan Bank advances and securities sold under agreements to repurchase
   
80,842
     
596
     
2.96
%
   
64,705
     
606
     
3.80
%
Total interest-bearing liabilities
   
832,408
     
1,524
     
0.74
%
   
666,353
     
1,633
     
0.99
%
                                                 
Non-interest-bearing liabilities:
                                               
Demand deposits
   
266,469
                     
209,233
                 
Other liabilities
   
8,382
                     
7,266
                 
Total liabilities
   
1,107,259
                     
882,852
                 
Shareholders' equity
   
128,194
                     
99,091
                 
     Total
 
$
1,235,453
                   
$
981,943
                 
Net interest income
         
$
12,016
                   
$
8,546
         
Net interest rate spread
                   
4.09
%
                   
3.58
%
                                                 
Net interest margin
                   
4.28
%
                   
3.84
%


 
48

 


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.

   
Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
 
   
Increase (Decrease) Due to (1)
 
   
Volume
   
Rate
   
Net
 
Interest and dividends earned on:
                 
Loans
 
$
2,707
   
$
389
   
$
3,096
 
Taxable securities
   
375
     
(138
)
   
237
 
Tax-exempt securities
   
34
     
(8
)
   
26
 
Interest-bearing deposits
   
(12
)
   
14
     
2
 
                         
  Total earning assets
 
$
2,741
   
$
620
   
$
3,361
 
                         
Interest paid on:
                       
Demand deposits
 
$
7
   
$
2
   
$
9
 
Savings and insured money market deposits
   
65
     
(3
)
   
62
 
Time deposits
   
50
     
(220
)
   
(170
)
Federal Home Loan Bank advances and securities sold under agreements to repurchase
   
137
   
$
(147
)
 
$
(10
)
                         
  Total interest-bearing liabilities
 
$
365
   
$
(474
)
 
$
(109
)
                         
Net interest income
 
$
2,376
   
$
1,094
   
$
3,470
 
(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 Federal Home Loan Bank of New York ("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 $76.0 million and $85.5 million at March 31, 2012 and March 31, 2011, respectively.

During the first three months of 2012, cash and cash equivalents increased $57.6 million as compared to
an increase of $17.4 million during the first three months of last year.  In addition to cash provided by
operating activities, major sources of cash during the first quarter of 2012 included proceeds from sales,
maturities, calls and principal reductions on securities totaling $60.6 million and a $40.2 million
increase in deposits.  Proceeds from the above were used primarily to fund purchases of securities
totaling $38.2 million, a $5.7 million increase in loans, a net decrease in securities sold under
agreements to repurchase totaling $2.1 million, the payment of cash dividends in the amount of $1.1
million and purchases of fixed assets and treasury stock totaling $955 thousand and $217 thousand,
respectively.

 
49

 

In addition to cash provided by operating activities, major sources of cash during the first quarter of
2011 included proceeds from sales, maturities, calls and principal reductions on securities totaling $58.7
million, a $31.9 million increase in deposits and a $1.1 million decrease in loans.  Proceeds from the
above were used primarily to fund purchases of securities totaling $71.4 million, a net decrease in
securities sold under agreements to repurchase totaling $2.9 million and the payment of cash dividends
in the amount of $881 thousand.

As of March 31, 2012, the Bank’s leverage ratio was 8.21%.  The Tier I and Total Risk Adjusted Capital
ratios were 11.71% and 13.25%, 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 quarter of 2012 the Corporation declared a cash dividend of $0.25 per share, unchanged
from the dividend declared during the first quarter of 2011.

When shares of the Corporation become available in the market, the Corporation may purchase them after
careful consideration of our 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 March 31, 2012, a
total of 51,898 shares had been purchased under this program.  During the first quarter of 2012, the
Corporation purchased 8,654 shares at a cost of $217 thousand or an average of $25.05 per share.  During
the first quarter of 2012, 14,770 shares were re-issued from treasury to fund the stock component of
directors’ 2011 compensation, 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.

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.

 
50

 

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 March 31, 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 9.69% and
an immediate 200-basis point increase would negatively impact the next 12 months net interest income
by 2.19%.  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 4.45% and 3.32%, 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 March 31, 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 10.03% and an immediate 200-basis point
increase in interest rates would positively impact the market value by 0.58%.  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 7.00% and 0.81%, 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
three 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.

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 shareholder’s 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 shareholder’s equity.

 
51

 

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 March 31, 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 March 31, 2012.


PART II.
OTHER INFORMATION
   
Item 1.
Legal Proceedings
 
Information related to this item is disclosed in Part 1 Item 1 (Note 7 to the interim consolidated financial
statements).
   
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
1/1/12-1/31/12
   
-
   
$
-
     
-
     
46,756
2/1/12-2/29/12
   
4,151
   
$
24.63
     
4,151
     
42,605
3/1/12-3/31/12
   
4,503
   
$
25.44
     
4,503
     
38,102
Quarter ended 3/31/12
   
8,654
   
$
25.05
     
8,654
     
38,102
 
(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.

 
52

 


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 December 15, 2010. Filed as
Exhibit 3.4 to Registrant's Form 10-K filed with the SEC on March 16, 2011 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

 
53

 

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:  May 14, 2012
By:  /s/ Ronald M. Bentley
 
Ronald M. Bentley, President and Chief Executive Officer
(Principal Executive Officer)


DATED:  May 14, 2012
By:  /s/ John R. Battersby, Jr.
 
John R. Battersby, Jr., Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)


 
54

 

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 December 15, 2010. Filed as
Exhibit 3.4 to Registrant's Form 10-K filed with the SEC on March 16, 2011 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