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CHEMUNG FINANCIAL CORP - Quarter Report: 2013 September (Form 10-Q)

chmg10q09302013.htm
 
 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For Quarterly period ended September 30, 2013
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
[X]
Smaller reporting company
[   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
YES:             NO:  X
 
The number of shares of the registrant's common stock, $.01 par value, outstanding on November 6, 2013 was 4,594,315.

 
 

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

PART I.
FINANCIAL INFORMATION
PAGE
     
Item 1:
Financial Statements – Unaudited
 
     
 
Consolidated Balance Sheets
3
 
Consolidated Statements of Income
4
 
Consolidated Statements of Comprehensive Income
5
 
Consolidated Statements of Shareholders’ Equity
6
 
Consolidated Statements of Cash Flows
7
     
 
Notes to Unaudited Consolidated Financial Statements
9
     
Item 2:
Management's Discussion and Analysis of Financial Condition
and Results of Operations
37
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
54
     
Item 4:
Controls and Procedures
54
     
PART II.
OTHER INFORMATION
54
     
Item 1:
Legal Proceedings
54
     
Item 1A:
Risk Factors
54
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
54
     
Item 6:
Exhibits
55
     
SIGNATURES
 
56
     
EXHIBIT INDEX
 


 
2

 

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements-Unaudited

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
   
SEPTEMBER 30,
   
DECEMBER 31,
 
   
2013
   
2012
 
ASSETS
           
Cash and due from financial institutions
 
$
37,490,812
   
$
29,239,309
 
Interest-bearing deposits in other financial institutions
   
2,438,437
     
11,001,912
 
     Total cash and cash equivalents
   
39,929,249
     
40,241,221
 
                 
Trading assets, at fair value
   
313,021
     
348,241
 
                 
Securities available for sale, at estimated fair value
   
259,275,117
     
239,685,763
 
Securities held to maturity, estimated fair value of $7,047,300
  at September 30, 2013 and $6,421,486 at December 31, 2012
   
6,543,785
     
5,748,453
 
Federal Home Loan Bank and Federal Reserve Bank
  Stock, at cost
   
6,724,950
     
4,710,300
 
Loans, net of deferred origination fees and costs,
  and unearned income
   
967,634,345
     
893,516,941
 
Allowance for loan losses
   
(11,855,971
)
   
(10,432,650
)
Loans, net
   
955,778,374
     
883,084,291
 
Loans held for sale
   
866,430
     
1,057,309
 
Premises and equipment, net
   
25,086,834
     
25,484,385
 
Goodwill
   
21,824,443
     
21,824,443
 
Other intangible assets, net
   
4,481,019
     
5,143,820
 
Bank owned life insurance
   
2,774,487
     
2,711,681
 
Accrued interest receivable and other assets
   
17,493,059
     
18,119,801
 
                 
     Total assets
 
$
1,341,090,768
   
$
1,248,159,708
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
  Non-interest-bearing
 
$
297,053,277
   
$
300,610,463
 
  Interest-bearing
   
791,392,176
     
744,123,551
 
     Total deposits
   
1,088,445,453
     
1,044,734,014
 
                 
Securities sold under agreements to repurchase
   
30,499,228
     
32,710,650
 
Federal Home Loan Bank overnight advances
   
49,100,000
     
-
 
Federal Home Loan Bank term advances
   
26,045,925
     
27,225,363
 
Accrued interest payable and other liabilities
   
12,194,266
     
12,374,744
 
     Total liabilities
   
1,206,284,872
     
1,117,044,771
 
                 
Shareholders' equity:
               
Common stock, $.01 par value per share, 10,000,000
  shares authorized; 5,310,076 issued at September 30, 2013
    and December 31, 2012
   
53,101
     
53,101
 
Additional-paid-in capital
   
45,555,333
     
45,357,073
 
Retained earnings
   
110,740,100
     
107,078,182
 
Treasury stock, at cost (715,761 shares at September 30,
  2013, 728,680 shares at December 31, 2012)
   
(18,265,940
)
   
(18,566,490
)
Accumulated other comprehensive loss
   
(3,276,698
)
   
(2,806,929
)
                 
     Total shareholders' equity
   
134,805,896
     
131,114,937
 
                 
     Total liabilities and shareholders' equity
 
$
1,341,090,768
   
$
1,248,159,708
 
See accompanying notes to unaudited consolidated financial statements.
 

 
3

 


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

 
Nine Months Ended
 
Three Months Ended
 
September 30,
 
September 30,
 
September 30,
     
September 30
 
Interest and dividend income:
 
2013
   
2012
 
2013
   
2012
 
Loans, including fees
$
33,605,486
 
$
34,078,132
 
$
11,245,062
 
$
11,373,583
 
Taxable securities
 
3,120,023
   
4,142,224
   
1,002,968
     
1,306,484
 
Tax exempt securities
 
844,736
   
976,622
   
258,478
     
300,374
 
Interest-bearing deposits
 
20,539
   
122,693
   
2,848
     
34,573
 
  Total interest and dividend income
 
37,590,784
   
39,319,671
   
12,509,356
     
13,015,014
 
                           
Interest expense:
                         
Deposits
 
1,790,994
   
2,486,771
   
572,385
     
759,778
 
Securities sold under agreements to repurchase
 
644,602
   
763,343
   
213,800
     
231,043
 
Borrowed funds
 
593,798
   
868,131
   
206,520
     
234,155
 
  Total interest expense
 
3,029,394
   
4,118,245
   
992,705
     
1,224,976
 
Net interest income
 
34,561,390
   
35,201,426
   
11,516,651
     
11,790,038
 
Provision for loan losses
 
1,755,188
   
753,897
   
873,704
     
225,000
 
  Net interest income after provision for loan losses
 
32,806,202
   
34,447,529
   
10,642,947
     
11,565,038
 
                           
Other operating income:
                         
  Wealth management group fee income
 
5,448,240
   
5,170,016
   
1,813,113
     
1,667,628
 
  Service charges on deposit accounts
 
3,377,489
   
3,143,061
   
1,222,445
     
1,110,897
 
  Net gain on securities transactions
 
1,228
   
300,516
   
-
     
597
 
  Net gain on sales of loans held for sale
 
424,867
   
270,265
   
133,698
     
125,885
 
  Casualty gains
 
-
   
790,248
   
-
     
9,813
 
  Net gains (losses) on sales of other real estate
     owned
 
33,448
   
(72,004
)
 
17,452
     
(67,503
)
  Income from bank owned life insurance
 
62,806
   
64,840
   
21,120
     
21,571
 
  Other
 
3,499,290
   
3,328,328
   
1,142,825
     
1,123,831
 
     Total other operating income
 
12,847,368
   
12,995,270
   
4,350,653
     
3,992,719
 
                           
Other operating expenses:
                         
  Salaries and wages
 
14,138,310
   
13,710,584
   
4,721,318
     
4,661,858
 
  Pension and other employee benefits
 
4,161,178
   
4,137,878
   
1,372,179
     
1,381,401
 
  Net occupancy expenses
 
4,016,094
   
3,849,173
   
1,315,098
     
1,269,165
 
  Furniture and equipment expenses
 
1,599,896
   
1,599,842
   
514,369
     
503,995
 
  Data processing expense
 
3,432,772
   
3,279,379
   
1,192,035
     
971,601
 
  Professional services
 
713,039
   
694,756
   
187,571
     
185,619
 
  Amortization of intangible assets
 
662,801
   
808,258
   
213,723
     
260,069
 
  Marketing and advertising expense
 
781,804
   
915,632
   
296,947
     
270,567
 
  Other real estate owned expenses
 
137,844
   
286,137
   
75,476
     
154,238
 
  FDIC insurance
 
625,216
   
615,360
   
205,845
     
205,317
 
  Merger and acquisition related expenses
 
216,968
   
30,145
   
216,968
     
21,600
 
  Loan expense
 
537,592
   
548,165
   
202,474
     
223,120
 
  Other
 
3,905,449
   
3,677,793
   
1,298,699
     
1,231,911
 
     Total other operating expenses
 
34,928,963
   
34,153,102
   
11,812,702
     
11,340,461
 
Income before income tax expense
 
10,724,607
   
13,289,697
   
3,180,898
     
4,217,296
 
Income tax expense
 
3,479,062
   
4,397,279
   
1,001,728
     
1,383,451
 
     Net income
$
7,245,545
 
$
8,892,418
 
$
2,179,170
   
$
2,833,845
 
Weighted average shares outstanding
 
4,658,199
   
4,639,985
   
4,660,336
     
4,641,547
 
Basic and diluted earnings per share
$
1.56
 
$
1.92
 
$
0.47
   
$
0.61
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
4

 

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

 
Nine Months Ended
September 30,
 
Three Months Ended
September 30,
 
   
2013
   
2012
 
2013
   
2012
 
                         
Net income
 
$
7,245,545
 
$
8,892,418
 
$
2,179,170
   
$
2,833,845
 
                             
Other comprehensive income
                           
Unrealized holding (losses) gains on securities available for sale
   
(1,900,709
)
 
1,633,195
   
1,403,995
     
959,668
 
Reclassification adjustment gains realized in net income
   
(1,228
)
 
(300,516
)
 
-
     
(597
)
Net unrealized (losses) gains
   
(1,901,937
)
 
1,332,679
   
1,403,995
     
959,071
 
Tax effect
   
(731,105
)
 
544,460
   
539,696
     
368,668
 
Net of tax amount
   
(1,170,832
)
 
788,219
   
864,299
     
590,403
 
                             
Change in funded status of defined benefit pension plan and other benefit plans
                           
Reclassification adjustment for amortization of prior service costs
   
(62,358
)
 
(62,358
)
 
(20,786
)
   
(20,786
)
Reclassification adjustment for amortization of net actuarial loss
   
1,201,594
   
1,006,644
   
400,508
     
335,548
 
Total before tax effect
   
1,139,236
   
944,286
   
379,722
     
314,762
 
Tax effect
   
438,173
   
362,982
   
145,672
     
120,994
 
Net of tax amount
   
701,063
   
581,304
   
234,050
     
193,768
 
                             
Total other comprehensive (loss) income
   
(469,769
)
 
1,369,523
   
1,098,349
     
784,171
 
                             
Comprehensive income
 
$
6,775,776
 
$
10,261,941
 
$
3,277,519
   
$
3,618,016
 
                             
                             
                             
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, 2011
 
$
53,101
   
$
45,582,861
   
$
100,628,900
   
$
(18,894,044
)
 
$
(1,441,378
)
 
$
125,929,440
 
Net income
   
-
     
-
     
8,892,418
     
-
     
-
     
8,892,418
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
1,369,523
     
1,369,523
 
Restricted stock awards
   
-
     
61,062
     
-
     
-
     
-
     
61,062
 
Restricted stock units for directors' deferred compensation plan
   
-
     
65,151
     
-
     
-
     
-
     
65,151
 
Cash dividends declared ($.75 per share)
   
-
     
-
     
(3,429,775
)
   
-
     
-
     
(3,429,775
)
Distribution of 10,238 shares of treasury stock for directors'
  compensation
   
-
     
(28,121
)
   
-
     
261,069
     
-
     
232,948
 
Distribution of 3,453 shares of treasury stock for employee
  compensation
   
-
     
(8,052
)
   
-
     
88,052
     
-
     
80,000
 
Distribution of 3,240 shares of treasury stock for deferred directors’
  compensation
   
-
     
(81,747
)
   
-
     
82,588
     
-
     
841
 
Distribution of 2,095 shares of treasury stock for employee
    restricted stock awards
   
-
     
(53,412
)
   
-
     
53,412
     
-
     
-
 
Purchase of 23,120 shares of treasury stock
   
-
     
-
     
-
     
(579,051
)
   
-
     
(579,051
)
Sale of 10,100 shares of treasury stock
   
-
     
101
     
-
     
257,449
             
257,550
 
Balances at September 30, 2012
 
$
53,101
   
$
45,537,843
   
$
106,091,543
   
$
(18,730,525
)
 
$
(71,855
)
 
$
132,880,107
 
                                                 
Balances at December 31, 2012
 
$
53,101
   
$
45,357,073
   
$
107,078,182
   
$
(18,566,490
)
 
$
(2,806,929
)
 
$
131,114,937
 
Net income
   
-
     
-
     
7,245,545
     
-
     
-
     
7,245,545
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
(469,769
)
   
(469,769
)
Restricted stock awards
   
-
     
106,326
     
-
     
-
     
-
     
106,326
 
Restricted stock units for directors' deferred compensation plan
   
-
     
74,180
     
-
     
-
     
-
     
74,180
 
Cash dividends declared ($.78 per share)
   
-
     
-
     
(3,583,627
)
   
-
     
-
     
(3,583,627
)
Distribution of 7,969 shares of treasury stock for directors'
  compensation
   
-
     
13,896
     
-
     
203,050
     
-
     
216,946
 
Distribution of 3,356 shares of treasury stock for deferred directors’
  compensation
   
-
     
(74,623
)
   
-
     
85,577
     
-
     
10,954
 
Distribution of 4,116 shares of treasury stock for employee
  compensation
   
-
     
7,278
     
-
     
104,876
     
-
     
112,154
 
Purchase of 3,094 shares of treasury stock
   
-
     
-
     
-
     
(92,630
)
   
-
     
(92,630
)
Sale of 2,369 shares of treasury stock
   
-
     
10,518
     
-
     
60,362
     
-
     
70,880
 
Forfeit 1,797 shares of restricted stock awards
   
-
     
60,685
     
-
     
(60,685
)
           
-
 
Balances at September 30, 2013
 
$
53,101
   
$
45,555,333
   
$
110,740,100
   
$
(18,265,940
)
 
$
(3,276,698
)
 
$
134,805,896
 
   
See accompanying notes to unaudited consolidated financial statements.
 

 
6

 

CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
   
NINE MONTHS ENDED
SEPTEMBER 30,
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
2013
   
2012
 
Net income
 
$
7,245,545
   
$
8,892,418
 
Adjustments to reconcile net income to net cash provided
  by operating activities:
               
Amortization of intangible assets
   
662,801
     
808,258
 
Provision for loan losses
   
1,755,188
     
753,897
 
Depreciation and amortization of fixed assets
   
2,232,587
     
2,187,234
 
Amortization of premiums on securities, net
   
1,692,700
     
1,343,743
 
Gains on sales of loans held for sale, net
   
(424,867
)
   
(270,265
)
Proceeds from sales of loans held for sale
   
15,382,872
     
8,992,854
 
Loans originated and held for sale
   
(14,767,126
)
   
(9,491,912
)
Net gains on trading assets
   
(26,666
)
   
(28,261
)
Net gains on securities transactions
   
(1,228
)
   
(300,516
)
Proceeds from sales of trading assets
   
111,541
     
96,498
 
Purchase of trading assets
   
(49,655
)
   
(48,851
)
Net (gains) losses on sale of other real estate owned
   
(33,448
)
   
72,004
 
(Increase) decrease in other assets
   
(1,343,566
)
   
4,294,238
 
Decrease in prepaid FDIC assessment
   
1,969,526
     
559,406
 
Decrease in accrued interest payable
   
(113,986
)
   
(337,246
)
Expense related to restricted stock units for directors'
  deferred compensation plan
   
74,180
     
65,151
 
Expense related to employee stock compensation
   
112,154
     
80,000
 
Expense related to employee stock awards
   
106,326
     
61,062
 
Increase (decrease) in other liabilities
   
409,573
     
(820,424
)
Income from bank owned life insurance
   
(62,806
)
   
(64,840
)
     Net cash provided by operating activities
   
14,931,645
     
16,844,448
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales and calls of securities available for sale
   
10,533,633
     
70,370,086
 
Proceeds from maturities and principal collected on securities available for sale
   
36,204,217
     
21,396,640
 
Proceeds from maturities and principal collected on securities held to maturity
   
5,378,939
     
3,731,924
 
Purchases of securities available for sale
   
(69,920,613
)
   
(64,276,418
)
Purchases of securities held to maturity
   
(6,174,271
)
   
(1,582,507
)
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock
   
(8,915,350
)
   
(26,250
)
Redemption of Federal Home Loan Bank and Federal Reserve Bank stock
   
6,900,700
     
775,100
 
Purchases of premises and equipment
   
(1,835,036
)
   
(2,287,654
)
Proceeds from sales of other real estate owned
   
137,200
     
294,229
 
Net increase in loans
   
(74,552,241
)
   
(78,356,344
)
     Net cash used by investing activities
   
(102,242,822
)
   
(49,961,194
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in demand deposits, interest-bearing demand accounts,
  savings accounts, and insured money market accounts
   
58,463,290
     
112,724,881
 
Net decrease in time deposits
   
(14,751,851
)
   
(28,042,200
)
Net decrease in securities sold under agreements to repurchase
   
(2,211,422
)
   
(4,189,186
)
Increase of Federal Home Loan Bank overnight advances
   
49,100,000
     
-
 
Repayments of Federal Home Loan Bank long term advances
   
(1,179,438
)
   
(15,298,177
)
Purchase of treasury stock
   
(92,630
)
   
(579,051
)
Sale of treasury stock
   
60,362
     
257,449
 
Cash dividends paid
   
(2,389,106
)
   
(3,427,087
)
     Net cash provided by financing activities
   
86,999,205
     
61,446,629
 
Net (decrease) increase in cash and cash equivalents
   
(311,972)
     
28,329,883
 
Cash and cash equivalents, beginning of period
   
40,241,221
     
52,901,853
 
Cash and cash equivalents, end of period
 
$
39,929,249
   
$
81,231,736
 

 
7

 

(continued)

Supplemental disclosure of cash flow information:
               
Cash paid during the year for:
               
  Interest
 
$
3,143,380
   
$
4,501,350
 
  Income Taxes
 
$
4,310,174
   
$
3,500
 
Supplemental disclosure of non-cash activity:
               
  Transfer of loans to other real estate owned
 
$
102,970
   
$
512,686
 
  Dividends declared, not yet paid
 
$
1,194,521
   
$
1,143,770
 
                 
                 
See accompanying notes to unaudited consolidated financial statements.
               

 
8

 

          CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

To assist the reader, the Corporation has provided the following list of commonly used acronyms
and abbreviations included in the Notes to Unaudited Consolidated Financial Statements.

FASB:  Financial Accounting Standards Board
OTTI:  Other-than-temporary impairment
FDIC:  Federal Deposit Insurance Corporation
PCI:  Purchased credit impaired
FHLB:  Federal Home Loan Bank
SEC:  Securities and Exchange Commission
GAAP:  U.S. generally accepted accounting principles
CDO: Collateralized Debt Obligation

Organization and Principles of Consolidation

Chemung Financial Corporation (the “Corporation”) is a bank holding company headquartered in Elmira, New
York.  The Corporation provides a wide range of financial and fiduciary services through its wholly-owned
subsidiaries, Chemung Canal Trust Company (the “Bank”), a state chartered bank, and CFS Group, Inc., a non-
bank financial services company.  The Corporation and the Bank are subject to the regulation of certain federal
and state agencies and undergo periodic examinations by those regulatory authorities.  The unaudited consolidated
financial statements include the accounts of the Corporation, the Bank and CFS Group, Inc.  All significant
intercompany accounts and transactions have been eliminated in consolidation.  Certain reclassifications of prior
period amounts have been made to conform with the current period presentation.  These reclassifications had no
impact on previously reported net income.

Basis of Presentation

The unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the
SEC in Article 10 of Regulation S-X and in accordance with the instructions to Form 10-Q and GAAP for interim
financial information.  Certain information, accounting policies and footnote disclosures normally included in
complete financial statements prepared in accordance with GAAP have been condensed or omitted in accordance
with such rules and regulations.  These unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto included in the Corporation’s annual report
on Form 10-K for the year ended December 31, 2012.

The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the unaudited consolidated financial statements and
accompanying notes.  Primary areas involving the use of estimates and assumptions include the allowance for
loan losses, other-than-temporary impairment of securities, the carrying amount of goodwill and the amortization
of other intangible assets.  Actual results could differ from those estimates.  In the opinion of management, all
adjustments considered necessary, consisting of normal recurring items, have been included for a fair presentation
of the accompanying unaudited consolidated financial statements.  Operating results for the three and nine months
ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year or
future periods.

Subsequent Events

The Corporation has evaluated events and transactions through the time the unaudited consolidated financial
statements were issued.  Financial statements are considered issued when they are widely distributed to all
shareholders and other financial statement users, or filed with the SEC.  In conjunction with applicable accounting
standards, all material subsequent events have been either recognized in the unaudited consolidated financial
statements or disclosed in the notes to the unaudited consolidated financial statements.


 
9

 


NOTE 2                      EARNING PER COMMON SHARE

Basic earnings per share is net income divided by the weighted average number of common shares outstanding
during the period.  Issuable shares, including those related to directors’ restricted stock units and directors’ stock
compensation, are considered outstanding and are included in the computation of basic earnings per share.  All
outstanding unvested share based payment awards that contain rights to nonforfeitable dividends are considered
participating securities for this calculation. Restricted stock awards are grants of participating securities.  The
impact of the participating securities on earnings per share is not material.  Earnings per share information is
adjusted to present comparative results for stock splits and stock dividends that occur.  Earnings per share were
computed by dividing net income by 4,658,199 and 4,639,985 weighted average shares outstanding for the nine-
month periods ended September 30, 2013 and 2012, and 4,660,336 and 4,641,547 weighted average shares
outstanding for the three-month periods ended September 30, 2013 and 2012, respectively.  There were no
dilutive common stock equivalents during the three or nine-month periods ended September 30, 2013 or 2012.


NOTE 3                      ADOPTION OF NEW ACCOUNTING STANDARDS

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive
Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”  
ASU 2013-02 amends recent guidance related to the reporting of comprehensive income to enhance the
transparency of the reporting of reclassifications out of accumulated other comprehensive income.  ASU 2013-02
became effective for the Corporation on January 1, 2013 and did not have a material impact on the Corporation’s
financial statements.  The additional disclosures are included in Note 8 Accumulated Other Comprehensive
Income or Loss.


NOTE 4                      SECURITIES

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

   
September 30, 2013
 
   
Amortized
Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S.
  Government sponsored enterprises
 
$
162,811,654
   
$
2,249,365
   
$
431,143
   
$
164,629,876
 
Mortgage-backed securities, residential
   
37,566,626
     
1,466,571
     
210
     
39,032,987
 
Collateralized mortgage obligations
   
1,475,620
     
25,081
     
-
     
1,500,701
 
Obligations of states and political subdivisions
   
34,172,574
     
1,066,825
     
4,862
     
35,234,537
 
Corporate bonds and notes
   
7,389,928
     
105,671
     
11,266
     
7,484,333
 
SBA loan pools
   
1,512,692
     
27,582
     
-
     
1,540,274
 
Trust Preferred securities
   
2,525,133
     
141,392
     
114,725
     
2,551,800
 
Corporate stocks
   
690,354
     
6,612,224
     
1,969
     
7,300,609
 
     Total
 
$
248,144,581
   
$
11,694,711
   
$
564,175
   
$
259,275,117
 

   
December 31, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of U.S. Government and U.S.
  Government sponsored enterprises
 
$
138,041,393
   
$
3,549,821
   
$
-
   
$
141,591,214
 
Mortgage-backed securities, residential
   
29,591,883
     
1,923,366
     
-
     
31,515,249
 
Collateralized mortgage obligations
   
3,494,642
     
48,718
     
-
     
3,543,360
 
Obligations of states and political subdivisions
   
39,174,595
     
1,641,510
     
1,383
     
40,814,722
 
Corporate bonds and notes
   
11,412,167
     
239,468
     
-
     
11,651,635
 
SBA loan pools
   
1,682,736
     
41,404
     
-
     
1,724,140
 
Trust preferred securities
   
2,519,379
     
134,959
     
183,425
     
2,470,913
 
Corporate stocks
   
736,495
     
5,645,753
     
7,718
     
6,374,530
 
     Total
 
$
226,653,290
   
$
13,224,999
   
$
192,526
   
$
239,685,763
 

 
10

 


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

   
September 30, 2013
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
5,523,105
   
$
484,520
   
$
-
   
$
6,007,625
 
Time deposits with other financial institutions
   
1,020,680
     
18,995
     
-
     
1,039,675
 
     Total
 
$
6,543,785
   
$
503,515
   
$
-
   
$
7,047,300
 

 
 
December 31, 2012
 
   
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Estimated Fair Value
 
Obligations of states and political subdivisions
 
$
5,748,453
   
$
673,033
   
$
-
   
$
6,421,486
 
 

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

   
September 30, 2013
 
   
Available for Sale
   
Held to Maturity
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Within One Year
 
$
32,358,309
   
$
32,675,479
   
$
2,086,483
   
$
2,124,736
 
After One, But Within Five Years
   
157,176,957
     
159,943,408
     
3,069,714
     
3,305,202
 
After Five, But Within Ten Years
   
16,734,998
     
16,767,359
     
1,387,588
     
1,617,362
 
After Ten Years
   
629,025
     
514,300
     
-
     
-
 
     
206,899,289
     
209,900,546
     
6,543,785
     
7,047,300
 
Mortgage-backed securities, residential
   
37,566,626
     
39,032,987
                     
Collateralized mortgage obligations
   
1,475,620
     
1,500,701
                 
SBA loan pools
   
1,512,692
     
1,540,274
                 
     Total
 
$
247,454,227
   
$
251,974,508
   
$
6,543,785
   
$
7,047,300
 
 

 
The proceeds from sales and calls of securities resulting in gains or losses at September 30, 2013 and September 30, 2012 are listed below:
 
   
2013
   
2012
Proceeds
$
10,533,633
 
$
70,370,086
Gross gains
$
1,228
 
$
300,516
Gross losses
$
-
 
$
-
Tax expense
$
472
 
$
115,518

The following tables summarize the investment securities available for sale with unrealized losses at September
30, 2013 and December 31, 2012 by aggregated major security type and length of time in a continuous unrealized
loss position:
 
   
Less than 12 months
   
12 months or longer
   
Total
 
September 30, 2013
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Obligations of U.S.
  Government and U.S.
  Government sponsored
  Enterprises
 
$
61,924,270
   
$
431,143
   
$
-
   
$
-
   
$
61,924,270
   
$
431,143
 
Mortgage-backed securities,
   residential
   
113,804
     
210
     
-
     
-
     
113,804
     
210
 
Obligations of states and
  political subdivisions
   
1,003,268
     
4,579
     
250,635
     
283
     
1,253,903
     
4,862
 
Corporate bonds
   
2,735,068
     
11,266
     
-
     
-
     
2,735,068
     
11,266
 
Trust preferred securities
   
-
     
-
     
514,300
     
114,725
     
514,300
     
114,725
 
Corporate stocks
   
-
     
-
     
1,668
     
1,969
     
1,668
     
1,969
 
     Total temporarily
        impaired securities
 
$
65,776,410
   
$
447,198
   
$
766,603
   
$
116,977
   
$
66,543,013
   
$
564,175
 

 
11

 



   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
December 31, 2012
Obligations of states and
  political subdivisions
 
$
-
   
$
-
   
$
430,166
   
$
1,383
   
$
430,166
   
$
1,383
 
Trust preferred securities
   
-
     
-
     
445,600
     
183,425
     
445,600
     
183,425
 
Corporate stocks
   
-
     
-
     
45,912
     
7,718
     
45,912
     
7,718
 
     Total temporarily
        impaired securities
 
$
-
   
$
-
   
$
921,678
   
$
192,526
   
$
921,678
   
$
192,526
 
 

 
Other-Than-Temporary Impairment

As of September 30, 2013, the majority of the Corporation’s unrealized losses in the investment securities
portfolio related to obligations of U.S. Government and U.S. Government sponsored enterprises.  Because the
decline in fair value is attributable to changes in interest rates and not credit quality, and because the Corporation
does not have the intent to sell these securities and it is likely that it will not be required to sell these securities
before their anticipated recovery, the Corporation does not consider these securities to be other-than-temporarily
impaired at September 30, 2013.

As of September 30, 2013, $114,725 of the Corporation's unrealized losses in the investment securities portfolio
related to a CDO consisting of a pool of trust preferred securities. The decline in fair value on this security is
primarily attributable to the financial crisis and resulting credit deterioration and financial condition of the
underlying issuers, all of which are financial institutions.  This deterioration may affect the future receipt of both
principal and interest payments on this security.  This fact combined with the current illiquidity in the market
makes it unlikely that the Corporation would be able to recover its investment in this security if it was sold at this
time.

Our analysis of this investment includes a $629,025 amortized cost of a CDO consisting of a pool of trust
preferred securities.  This security was rated high quality at inception, but at September 30, 2013 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.  Assumptions
used in the model include expected future default rates and prepayments.  We assume no recoveries on defaults
and treat all interest payment deferrals as defaults.

Upon completion of the September 30, 2013 analysis, our model indicated no additional OTTI on this CDO.  This
security remained classified as available for sale and quarterly interest payments continue to be made.

When conducting the September 30, 2013 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.  Changes in
credit quality may or may not correlate to changes in the overall fair value of the impaired securities as the change
in credit quality is only one component in assessing the overall fair value of the impaired securities.  Therefore,
the recognition of additional credit related OTTI could result in a gain reported in other comprehensive income.  
Total OTTI recognized in accumulated other comprehensive income was $74,482 and $117,118, net of tax for
securities available for sale at September 30, 2013 and December 31, 2012, respectively.

 
12

 


The tables below present a roll forward of the cumulative credit losses recognized in earnings for the three and
nine-month periods ending September 30, 2013 and 2012:
 
   
2013
   
2012
 
Beginning balance, January 1,
 
$
3,506,073
   
$
3,506,073
 
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, September 30,
 
$
3,506,073
   
$
3,506,073
 
 

 
Beginning balance, July 1,
 
$
3,506,073
   
$
3,506,073
 
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, September 30,
 
$
3,506,073
   
$
3,506,073
 


NOTE 5                      LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio, net of deferred origination fees and cost, and unearned income is
summarized as follows:

   
September 30, 2013
   
December 31, 2012
 
Commercial and agricultural:
               
  Commercial and industrial
 
$
140,152,331
   
$
133,154,615
 
  Agricultural
   
623,656
     
696,666
 
Commercial mortgages:
               
  Construction
   
21,752,696
     
43,269,303
 
  Commercial mortgages
   
338,428,531
     
276,928,123
 
Residential mortgages
   
194,042,042
     
200,475,097
 
Consumer loans:
               
  Credit cards
   
1,682,987
     
1,851,145
 
  Home equity lines and loans
   
93,416,651
     
87,045,421
 
  Indirect consumer loans
   
157,257,713
     
130,573,200
 
  Direct consumer loans
   
20,277,738
     
19,523,371
 
      Total loans, net of deferred origination
        fees and costs, and unearned income
 
$
967,634,345
   
$
893,516,941
 
Interest receivable on loans
   
2,260,266
     
2,383,998
 
      Total recorded investment in loans
 
$
969,894,611
   
$
895,900,939
 


The Corporation's concentrations of credit risk by loan type are reflected in the preceding table.  The
concentrations of credit risk with standby letters of credit, committed lines of credit and commitments to originate
new loans generally follow the loan classifications in the table above.

 
13

 


The following tables present the activity in the allowance for loan losses by portfolio segment for the three
and nine-month periods ending September 30, 2013 and 2012:
 
   
Nine Months Ended
 
   
September 30, 2013
 
Allowance for loan losses
 
Commercial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
1,707,596
   
$
4,427,698
   
$
1,565,571
   
$
2,705,639
   
$
26,146
   
$
10,432,650
 
  Charge Offs:
   
(186,045
)
   
(44,049
)
   
(53,753
)
   
(909,414
)
   
-
     
(1,193,261
)
  Recoveries:
   
453,461
     
53,402
     
65,124
     
289,407
     
-
     
861,394
 
     Net recoveries (charge offs)
   
267,416
     
9,353
     
11,371
     
(620,007
)
   
-
     
(331,867
)
  Provision
   
82,523
     
976,409
     
(25,311
)
   
747,713
     
(26,146
)
   
1,755,188
 
Ending balance
 
$
2,057,535
   
$
5,413,460
   
$
1,551,631
   
$
2,833,345
   
$
-
   
$
11,855,971
 

   
Nine Months Ended
 
   
September 30, 2012
 
Allowance for loan losses
 
Commercial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
3,143,372
   
$
2,570,149
   
$
1,309,649
   
$
2,192,729
   
$
443,420
   
$
9,659,319
   
Reclassification of acquired
  loan discount
   
73,227
     
50,332
     
-
     
-
     
-
     
123,559
   
  Charge Offs:
   
(5,792
)
   
(88,371
)
   
(82,442
)
   
(342,867
)
   
-
     
(519,472
)
 
  Recoveries:
   
591,498
     
43,031
     
-
     
176,139
     
-
     
810,668
   
     Net recoveries (charge-offs)
   
585,706
     
(45,340
)
   
(82,442
)
   
(166,728
)
   
-
)
   
291,196
   
  Provision
   
(1,165,842
)
   
769,461
     
232,793
     
884,943
     
32,542
     
753,897
   
Ending balance
 
$
2,636,463
   
$
3,344,602
   
$
1,460,000
   
$
2,910,944
   
$
475,962
   
$
10,827,971
   


   
Three Months Ended
September 30, 2013
 
Allowance for loan losses
 
Commercial and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
1,878,697
   
$
5,134,410
   
$
1,515,424
   
$
2,791,694
   
$
-
   
$
11,320,225
 
  Charge Offs:
   
(167,570
)
   
(44,049
)
   
-
     
(511,631
)
   
-
     
(723,250
)
  Recoveries:
   
158,765
     
34,126
     
26,514
     
165,887
     
-
     
385,292
 
     Net recoveries (charge offs)
   
(8,805
)
   
(9,923
)
   
26,514
     
(345,744
)
   
-
     
(337,958
)
  Provision
   
187,643
     
288,973
     
9,693
     
387,395
     
-
     
873,704
 
Ending balance
 
$
2,057,535
   
$
5,413,460
   
$
1,551,631
   
$
2,833,345
   
$
-
   
$
11,855,971
 


   
Three Months Ended
September 30, 2012
 
Allowance for loan losses
 
Commercial 
and
Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Beginning balance:
 
$
3,004,211
   
$
3,075,712
   
$
1,424,816
   
$
2,474,185
   
$
413,648
   
$
10,392,572
 
  Charge Offs:
   
-
     
(31,019
)
   
(9,829
)
   
(69,439
)
   
-
     
(110,287
)
  Recoveries:
   
239,735
     
12,535
     
-
     
68,416
     
-
     
320,686
 
     Net recoveries (charge offs)
   
239,735
     
(18,484
)
   
(9,829
)
   
(1,023
)
   
-
     
210,399
 
  Provision
   
(607,483
)
   
287,374
     
45,013
     
437,782
     
62,314
     
225,000
 
Ending balance
 
$
2,636,463
   
$
3,344,602
   
$
1,460,000
   
$
2,910,944
   
$
475,962
   
$
10,827,971
 


 
14

 


The following tables present the balance in the allowance for loan losses and the recorded investment in loans by
portfolio segment and based on impairment method as of September 30, 2013 and December 31, 2012:

   
September 30, 2013
Allowance for loan losses
 
Commercial
and
Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Ending allowance balance
  attributable to loans:
                                   
Individually evaluated for
  impairment
 
$
592,108
   
$
485,209
   
$
-
   
$
4,020
   
$
-
   
$
1,081,337
 
Collectively evaluated for
  impairment
   
1,465,427
     
4,062,647
     
1,531,953
     
2,829,325
     
-
     
9,889,352
 
Acquired with deteriorated
  credit quality
   
-
     
865,604
     
19,678
     
-
     
-
     
885,282
 
Total ending allowance balance
 
$
2,057,535
   
$
5,413,460
   
$
1,551,631
   
$
2,833,345
   
$
-
   
$
11,855,971
 

   
December 31, 2012
Allowance for loan losses
 
Commercial  and Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Unallocated
   
Total
 
Ending allowance balance
  attributable to loans:
                                   
Individually evaluated for
  impairment
 
$
133,437
   
$
59,201
   
$
-
   
$
-
   
$
-
   
$
192,638
 
Collectively evaluated for
 impairment
   
1,459,432
     
3,533,365
     
1,565,571
     
2,705,639
     
26,146
     
9,290,153
 
Acquired with deteriorated
  credit quality
   
114,727
     
835,132
     
-
     
-
     
-
     
949,859
 
Total ending allowance balance
 
$
1,707,596
   
$
4,427,698
   
$
1,565,571
   
$
2,705,639
   
$
26,146
   
$
10,432,650
 
-
   
September 30, 2013
 
Loans:
 
Commercial
and
Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually
  evaluated for impairment
 
$
2,608,351
   
$
9,002,624
   
$
121,527
   
$
132,533
   
$
11,865,035
 
Loans collectively
  evaluated for  impairment
   
137,775,852
     
343,187,539
     
194,172,367
     
273,149,608
     
948,285,366
 
Loans acquired with deteriorated
  credit quality
   
702,070
     
8,784,945
     
257,195
     
-
     
9,744,210
 
Total ending loans balance
 
$
141,086,273
   
$
360,975,108
   
$
194,551,089
   
$
273,282,141
   
$
969,894,611
 


   
December 31, 2012
 
Loans:
 
Commercial
and
Agricultural
   
Commercial Mortgages
   
Residential Mortgages
   
Consumer Loans
   
Total
 
Loans individually
  evaluated for impairment
 
$
1,907,395
   
$
10,620,274
   
$
131,909
   
$
-
   
$
12,659,578
 
Loans collectively
  evaluated for  impairment
   
131,045,609
     
301,172,164
     
200,622,600
     
239,689,455
     
872,529,828
 
Loans acquired with deteriorated
  credit quality
   
1,241,418
     
9,225,847
     
244,268
     
-
     
10,711,533
 
Total ending loans balance
 
$
134,194,422
   
$
321,018,285
   
$
200,998,777
   
$
239,689,455
   
$
895,900,939
 



 
15

 

The following tables present loans individually evaluated for impairment recognized by class of loans as of September 30, 2013 and December 31, 2012, the
average recorded investment and interest income recognized by class of loans as of the three and nine-month periods ended September 30, 2013 and 2012:

   
September 30, 2013
 
December 31, 2012
 
With no related allowance recorded:
 
Unpaid Principal Balance
   
Recorded Investment
   
Allowance for Loan Losses Allocated
   
Unpaid Principal Balance
   
Recorded Investment
     
Allowance for Loan Losses Allocated
   
Commercial and agricultural:
                                       
  Commercial & industrial
 
$
1,542,743
   
$
1,543,755
   
$
-
   
$
2,059,027
 
$
1,462,157
   
$
-
   
Commercial mortgages:
                                               
  Construction
   
2,008,009
     
1,998,022
     
-
     
5,168,353
   
5,166,853
     
-
   
  Commercial mortgages
   
5,447,063
     
5,458,928
     
-
     
5,678,565
   
5,090,399
     
-
   
Residential mortgages
   
121,527
     
121,527
     
-
     
131,909
   
131,909
     
-
   
Consumer loans:
                                               
  Home equity lines & loans
   
72,495
     
74,320
     
-
     
-
   
-
     
-
   
With an allowance recorded:
                                               
Commercial and agricultural:
                                               
  Commercial & industrial
   
1,064,032
     
1,064,595
     
592,108
     
446,330
   
445,238
     
133,437
   
Commercial mortgages:
                                               
  Commercial mortgages
   
1,556,492
     
1,545,675
     
485,209
     
364,423
   
363,022
     
59,201
   
Consumer loans:
                                               
  Home equity lines & loans
   
57,876
     
58,213
     
4,020
     
-
   
-
     
-
   
Total
 
$
11,870,237
   
$
11,865,035
   
$
1,081,337
   
$
13,848,607
 
$
12,659,578
   
$
192,638
   


 
16

 


     
Nine-Months Ended
September 30, 2013
   
Nine-Months Ended
September 30, 2012
   
Three Months Ended
September 30, 2013
   
Three Months Ended
September 30, 2012
 
     
Average Recorded Investment
   
Interest Income Recognized
     
Average Recorded Investment
     
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
                                                     
Commercial and agricultural:
                                                     
  Commercial & industrial
 
$
1,528,613
 
$
52,269
   
$
843,910
   
$
-
   
$
1,599,481
   
$
17,710
   
$
177,457
   
$
-
 
Commercial mortgages:
                                                             
  Construction
   
3,625,534
   
64,027
     
10,454
     
-
     
2,576,130
     
21,577
     
10,454
     
-
 
  Commercial mortgages
   
5,628,724
   
184,027
 
   
932,358
     
-
     
5,564,316
     
65,898
     
1,081,307
     
-
 
Residential mortgages
   
126,801
   
-
     
117,737
     
-
     
123,473
     
-
     
74,441
     
-
 
Consumer loans:
                                                             
  Home equity lines & loans
   
41,158
   
1,352
     
14,892
     
2,289
     
59,546
     
671
     
-
     
-
 
With an allowance recorded:
                                                             
Commercial and agricultural:
                                                             
  Commercial & industrial
   
640,288
   
-
     
2,328,728
     
-
     
818,645
     
-
     
2,295,003
     
-
 
Commercial mortgages:
                                                             
  Construction
   
-
   
-
     
4,148
     
-
     
-
     
-
     
-
     
-
 
  Commercial mortgages
   
847,220
   
-
     
1,712,578
     
-
     
1,333,381
     
-
     
830,049
     
-
 
Residential mortgages
   
-
   
-
     
32,001
     
-
     
-
     
-
     
64,003
     
-
 
Consumer loans:
                                                             
  Home equity lines & loans
   
43,601
   
2,343
     
-
     
-
     
58,177
     
1,094
     
-
     
-
 
  Direct consumer loans
   
3,813
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
  Total
 
$
12,485,752
 
$
304,198
   
$
5,996,806
   
$
2,289
   
$
12,133,149
   
$
106,950
   
$
4,532,714
   
$
-
 
(1)  
Cash basis interest income approximates interest income recognized.

 
17

 

The following tables present the recorded investment in past due and non-accrual status by class of loans as of September 30, 2013 and December 31, 2012:

                                                 
September 30, 2013
 
Current
   
30-89 Days Past Due
   
90 Days or more Past Due and accruing
     
Loans acquired with deteriorated credit quality
   
Non-Accrual (1)
   
Total
 
Commercial and agricultural:
                                     
  Commercial & industrial
 
$
138,320,091
   
$
35,277
   
$
-
   
$
702,070
   
$
1,403,804
   
$
140,461,242
 
  Agricultural
   
625,031
     
-
     
-
     
-
     
-
     
625,031
 
Commercial mortgages:
                                               
  Construction
   
19,028,779
     
-
     
1,455,128
     
773,841
     
542,893
     
21,800,641
 
  Commercial mortgages
   
328,305,500
     
668,762
     
-
     
8,011,104
     
2,189,101
     
339,174,467
 
Residential mortgages
   
189,025,630
     
2,555,389
     
-
     
257,195
     
2,712,875
     
194,551,089
 
Consumer loans:
                                               
  Credit cards
   
1,656,644
     
16,839
     
9,504
     
-
     
-
     
1,682,987
 
  Home equity lines & loans
   
92,808,417
     
215,994
     
-
     
-
     
613,363
     
93,637,774
 
  Indirect consumer loans
   
156,271,223
     
1,232,135
     
-
     
-
     
118,706
     
157,622,064
 
  Direct consumer loans
   
20,237,164
     
39,679
     
-
     
-
     
62,473
     
20,339,316
 
  Total
 
$
946,278,479
   
$
4,764,075
   
$
1,464,632
   
$
9,744,210
   
$
7,643,215
   
$
969,894,611
 
(1)  Includes all loans on non-accrual status regardless of the number of days such loans were delinquent as of September 30, 2013.


                                                 
December 31, 2012
 
Current
   
30-89 Days Past Due
   
90 Days or more Past Due and accruing
     
Loans acquired with deteriorated credit quality
   
Non-Accrual (1)
   
Total
 
Commercial and agricultural:
                                     
  Commercial & industrial
 
$
131,404,371
   
$
183,269
   
$
-
   
$
1,241,418
   
$
666,912
   
$
133,495,970
 
  Agricultural
   
698,452
     
-
     
-
     
-
     
-
     
698,452
 
Commercial mortgages:
                                               
  Construction
   
36,988,222
     
294,565
     
4,481,066
     
1,182,037
     
434,338
     
43,380,228
 
  Other
   
266,261,798
     
1,750,806
     
-
     
8,043,810
     
1,581,643
     
277,638,057
 
Residential mortgages
   
194,185,617
     
4,145,868
     
-
`
   
244,268
     
2,423,024
     
200,998,777
 
Consumer loans:
                                               
  Credit cards
   
1,847,837
     
-
     
3,308
     
-
     
-
     
1,851,145
 
  Home equity lines & loans
   
86,486,781
     
211,739
     
-
     
-
     
571,365
     
87,269,885
 
  Indirect consumer loans
   
129,789,672
     
852,818
     
-
     
-
     
335,285
     
130,977,775
 
 Direct consumer loans
   
19,481,693
     
89,619
     
-
     
-
     
19,338
     
19,590,650
 
  Total
 
$
867,144,443
   
$
7,528,684
   
$
4,484,374
   
$
10,711,533
   
$
6,031,905
   
$
895,900,939
 
(1)  Includes all loans on non-accrual status regardless of the number of days such loans were delinquent as of December 31, 2012.




 
18

 

Troubled Debt Restructurings:

As of September 30, 2013 and December 31, 2012, the Corporation has a recorded investment in troubled debt
restructurings of $7,245,570 and $5,728,610, respectively.  There were specific reserves of $241,973 allocated for
troubled debt restructurings at September 30, 2013 and no specific reserves allocated at December 31, 2012.  As
of September 30, 2013, troubled debt restructurings totaling $6,152,581 were accruing interest under the modified
terms and $1,092,989 were on non-accrual status.  As of December 31, 2012, troubled debt restructurings totaling
$5,363,712 were accruing interest under the modified terms and $364,898 were on non-accrual status.  The
Corporation has committed to lend additional amounts totaling up to $100,000 and $130,000 as of September 30,
2013 and December 31, 2012, respectively, to customers with outstanding loans that are classified as troubled
debt restructurings.

During the nine months ended September 30, 2013 and 2012, the terms of certain loans were modified as troubled
debt restructurings. The modification of the terms of such loans included one or a combination of the following:
reduced scheduled payments for greater than 3 months or an extension of the maturity date at a stated rate of
interest lower than the current market rate for new debt with similar risk.

The following table presents loans by class modified as troubled debt restructurings that occurred during the nine
months ended September 30, 2013 and September 30, 2012:

Nine months ended September 30, 2013
 
Number of Loans
   
Pre-Modification Outstanding Recorded Investment
   
Post-Modification Outstanding Recorded Investment
   
Troubled debt restructurings:
                   
  Commercial and agricultural:
                         
    Commercial & industrial
   
4
   
$
841,162
   
$
841,162
   
Commercial mortgages:
                         
    Commercial mortgages
   
1
     
133,000
     
133,000
   
  Consumer loans:
                         
    Home equity lines & loans
   
3
     
134,225
     
134,225
   
Total
   
8
   
$
1,108,387
   
$
1,108,387
   
                           
Nine months ended
September 30, 2012
                         
Troubled debt restructurings:
                   
  Commercial and agricultural:
                         
    Commercial & industrial
   
1
   
$
74,838
   
$
74,838
   
  Consumer loans:
                         
    Home equity lines & loans
   
1
   
$
58,823
     
58,823
   
Total
   
2
   
$
133,661
   
$
133,661
   

The troubled debt restructurings described above increased the allowance for loan losses by $96,910 and resulted
in no charge offs during the nine months ended September 30, 2013.  The troubled debt restructurings described
above did not increase the allowance for loan losses and resulted in no charge offs during the nine months ended
September 30, 2012.

 
19

 


The following table presents loans by class modified as troubled debt restructurings that occurred during the three
months ended September 30, 2013 and September 30, 2012:

Three months ended
September 30, 2013
 
Number of Loans
   
Pre-Modification Outstanding Recorded Investment
   
Post-Modification Outstanding Recorded Investment
   
Troubled debt restructurings:
                   
  Consumer loans:
                         
    Home equity lines & loans
   
1
   
$
30,638
   
$
30,638
   
Total
   
1
   
$
30,638
   
$
30,638
   

Three months ended
September 30, 2012
 
Number of Loans
   
Pre-Modification Outstanding Recorded Investment
   
Post-Modification Outstanding Recorded Investment
   
Troubled debt restructurings:
                   
  Commercial and agricultural:
                         
    Commercial & industrial
   
1
   
$
74,838
   
$
74,838
   
Total
   
1
   
$
74,838
   
$
74,838
   

The troubled debt restructurings described above increased the allowance for loan losses by $40,445 and resulted
in no charge offs during the three months ending September 30, 2013.  The troubled debt restructurings described
above did not increase the allowance for loan losses and resulted in no charge-offs during the three months ending
September 30, 2012.
 
There were no payment defaults on any loans previously modified as troubled debt restructurings during the nine
months ending September 30, 2013 or September 30, 2012, within twelve months following the modification.  
Additionally there were no payment defaults on any loans previously modified as troubled debt restructurings
during the three months ending September 30, 2013 and September 30, 2012, within twelve months following the
modification.  A loan is considered to be in payment default once it is 90 days contractually past due under the
modified terms.


Credit Quality Indicators

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

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

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

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

 
20

 


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.

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 analyses performed as of September 30, 2013 and December 31,
2012, the risk category of the recorded investment of loans by class of loans is as follows:

 
September 30, 2013
     
   
Not Rated
   
Pass
   
Loans acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
   
Commercial and agricultural:
                                     
  Commercial & industrial
 
$
-
   
$
125,064,289
   
$
702,070
   
$
9,926,617
   
$
4,332,774
   
$
435,492
   
  Agricultural
   
-
     
625,031
     
-
     
-
     
-
     
-
   
Commercial mortgages:
                                                 
  Construction
   
-
     
17,361,075
     
773,841
     
2,797,055
     
868,670
     
-
   
  Commercial mortgages
   
-
     
305,969,292
     
8,011,104
     
16,146,231
     
9,047,840
     
-
   
Residential mortgages
   
191,650,301
     
-
     
257,195
     
-
     
2,643,593
           
Consumer loans
                                                 
  Credit cards
   
1,682,987
     
-
     
-
     
-
     
-
     
-
   
  Home equity lines & loans
   
92,945,959
     
-
     
-
     
-
     
691,815
     
-
   
  Indirect consumer loans
   
157,494,345
     
-
     
-
     
-
     
127,719
     
-
   
  Direct consumer loans
   
20,284,471
     
-
     
-
     
-
     
54,845
           
Total
 
$
464,058,063
   
$
449,019,687
   
$
9,744,210
   
$
28,869,903
   
$
17,767,256
   
$
435,492
   


 
December 31, 2012
     
   
Not Rated
   
Pass
   
Loans acquired with deteriorated credit quality
   
Special Mention
   
Substandard
   
Doubtful
   
Commercial and agricultural:
                                     
  Commercial & industrial
 
$
-
   
$
121,145,761
   
$
1,241,418
   
$
8,008,002
   
$
2,606,529
   
$
494,260
   
  Agricultural
   
-
     
698,452
     
-
     
-
     
-
     
-
   
Commercial mortgages:
                                                 
  Construction
   
-
     
34,882,896
     
1,182,037
     
5,153,918
     
2,161,377
     
-
   
  Other
   
-
     
247,793,150
     
8,043,810
     
11,974,716
     
9,826,381
     
-
   
Residential mortgages
   
198,336,641
     
-
     
244,268
     
-
     
2,417,868
     
-
   
Consumer loans
                                                 
  Credit cards
   
1,851,145
     
-
     
-
     
-
     
-
     
-
   
  Home equity lines & loans
   
86,615,392
     
-
     
-
     
-
     
654,493
     
-
   
  Indirect consumer loans
   
130,642,490
     
-
     
-
     
-
     
335,285
     
-
   
  Direct consumer loans
   
19,571,312
     
-
     
-
     
-
     
19,338
     
-
   
Total
 
$
437,016,980
   
$
404,520,259
   
$
10,711,533
   
$
25,136,636
   
$
18,021,271
   
$
494,260
   

 
21

 


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 September 30, 2013 and December
31, 2012:

   
September 30, 2013
         
Consumer Loans
 
   
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
191,838,214
   
$
1,673,483
   
$
93,024,411
   
$
157,503,358
   
$
20,276,843
 
Non-Performing
   
2,712,875
     
9,504
     
613,363
     
118,706
     
62,473
 
Total
 
$
194,551,089
   
$
1,682,987
   
$
93,637,774
   
$
157,622,064
   
$
20,339,316
 


   
December 31, 2012
         
Consumer Loans
 
   
Residential Mortgages
   
Credit Card
   
Home Equity Lines & Loans
   
Indirect Consumer Loans
   
Other Direct Consumer Loans
 
Performing
 
$
198,575,753
   
$
1,847,838
   
$
86,698,520
   
$
130,642,490
   
$
19,571,312
 
Non-Performing
   
2,423,024
     
3,307
     
571,365
     
335,285
     
19,338
 
   
$
200,998,777
   
$
1,851,145
   
$
87,269,885
   
$
130,977,775
   
$
19,590,650
 
 

 
At the time of the merger with Fort Orange Financial Corp., the Corporation identified certain loans with evidence
of deteriorated credit quality, and the probability that the Corporation would be unable to collect all contractually
required payments from the borrower.  These loans are classified as PCI loans.  The Corporation adjusted its
estimates of future expected losses, cash flows, and renewal assumptions on the PCI loans during the current year.  
These adjustments were made for changes in expected cash flows due to loans refinanced beyond original
maturity dates, impairments recognized subsequent to the acquisition, advances made for taxes or insurance to
protect collateral held and payments received in excess of amounts originally expected.

The 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 PCI loans from January 1, 2013
to September 30, 2013 and July 1, 2013 to September 30, 2013:

Nine months ended September 30, 2013
 
Balance at December 31, 2012
   
Income Accretion
   
All Other Adjustments
   
Balance at
September 30,
2013
 
Contractually required principal and interest
 
$
16,896,078
   
$
-
   
$
(5,293,182
)
 
$
11,602,896
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(3,655,500
)
   
-
     
2,865,778
     
(789,722
)
Cash flows expected to be collected
   
13,240,578
     
-
     
(2,427,404
)
   
10,813,174
 
Interest component of expected cash flows (accretable yield)
   
(2,529,045
)
   
818,780
     
641,301
     
(1,068,964
)
Fair value of loans acquired with deteriorating credit quality
 
$
10,711,533
   
$
818,780
   
$
(1,786,103
)
 
$
9,744,210
 


Three months ended September 30, 2013
 
Balance at
June 30, 2013
   
Income Accretion
   
All Other Adjustments
   
Balance at
September 30,
2013
 
Contractually required principal and interest
 
$
14,700,338
   
$
-
   
$
(3,097,442
)
 
$
11,602,896
 
Contractual cash flows not expected to be collected
  (nonaccretable discount)
   
(1,938,757
)
   
-
     
1,149,035
     
(789,722
)
Cash flows expected to be collected
   
12,761,581
     
-
     
(1,948,407
)
   
10,813,174
 
Interest component of expected cash flows (accretable yield)
   
(2,552,297
)
   
154,919
     
1,328,414
     
(1,068,964
)
Fair value of loans acquired with deteriorating credit quality
 
$
10,209,284
   
$
154,919
   
$
(619,993
)
 
$
9,744,210
 


 
22

 


NOTE 6                      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.

The Corporation utilizes an external model for pricing these securities. This is the same model used in
determining OTTI as further described in Note 4.  Information such as historical and current performance of the
underlying collateral, deferral/default rates, collateral coverage ratios, break in yield calculations, cash flow
projections, liquidity and credit premiums required by a market participant, and financial trend analysis with
respect to the individual issuing financial institutions, are utilized in determining individual security valuations.
Discount rates were utilized along with the cash flow projections in order to calculate an appropriate fair value.  
These discount rates were calculated based on industry index rates and adjusted for various credit and liquidity
factors.  Due to current market conditions as well as the limited trading activity of these securities, the market
value of the securities is highly sensitive to assumption changes and market volatility.

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

 
23

 


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

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

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

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

     
Fair Value Measurement at September 30, 2013 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
 
$
164,629,876
   
$
31,593,500
   
$
133,036,376
   
$
-
 
Mortgage-backed securities, residential
   
39,032,987
     
-
     
39,032,987
     
-
 
Obligations of states and political subdivisions
   
35,234,537
     
-
     
35,234,537
     
-
 
Collateralized mortgage obligations
   
1,500,701
     
-
     
1,500,701
     
-
 
Corporate bonds and notes
   
7,484,333
     
-
     
7,484,333
     
-
 
SBA loan pools
   
1,540,274
     
-
     
1,540,274
     
-
 
Trust Preferred securities
   
2,551,800
     
-
     
2,037,500
     
514,300
 
Corporate stocks
   
7,300,609
     
6,657,475
     
643,134
     
-
 
Total available for sale securities
 
$
259,275,117
   
$
38,250,975
   
$
220,509,842
   
$
514,300
 
                                 
Trading assets
 
$
313,021
   
$
313,021
   
$
-
   
$
-
 


 
24

 


     
Fair Value Measurement at December 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
 
$
141,591,214
   
$
37,698,000
   
$
103,893,214
   
$
-
 
Mortgage-backed securities, residential
   
31,515,249
     
-
     
31,515,249
     
-
 
Obligations of states and political subdivisions
   
40,814,722
     
-
     
40,814,722
     
-
 
Collateralized mortgage obligations
   
3,543,360
     
-
     
3,543,360
     
-
 
Corporate bonds and notes
   
11,651,635
     
-
     
11,651,635
     
-
 
SBA loan pools
   
1,724,140
     
-
     
1,724,140
     
-
 
Trust Preferred securities
   
2,470,913
     
-
     
2,025,313
     
445,600
 
Corporate stocks
   
6,374,530
     
5,720,533
     
653,997
     
-
 
Total available for sale securities
 
$
239,685,763
   
$
43,418,533
   
$
195,821,630
   
$
445,600
 
                                 
Trading assets
 
$
348,241
   
$
348,241
   
$
-
   
$
-
 

There were no transfers between Level 1 and Level 2 during the nine-month period ending September 30, 2013
or the year ending December, 31, 2012.

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

The tables below present a reconciliation of all assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) for the three and nine-month periods ending September 30, 2013
and 2012:

   
Fair Value Measurement for
 Nine-Months Ended September 30, 2013 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for
Nine-Months Ended September 30, 2012 Using Significant Unobservable Inputs (Level 3)
 
Trust Preferred Securities Available for Sale
           
Beginning balance December 31
 
$
445,600
   
$
294,910
 
Total gains/losses (realized/unrealized):
               
  Included in earnings:
               
    Income on securities
   
-
     
-
 
    Impairment charge on investment securities
   
-
     
-
 
  Included in other comprehensive income
   
68,700
     
150,690
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance September 30
 
$
514,300
   
$
445,600
 


 
25

 


   
Fair Value Measurement for Three-Months Ended September 30, 2013 Using Significant Unobservable Inputs (Level 3)
   
Fair Value Measurement for Three-Months Ended September 30, 2012 Using Significant Unobservable Inputs (Level 3)
 
Trust Preferred Securities Available for Sale
           
Beginning balance June 30
 
$
514,300
   
$
343,035
 
Total gains/losses (realized/unrealized):
               
  Included in earnings:
               
    Income on securities
   
-
     
-
 
    Impairment charge on investment securities
   
-
     
-
 
  Included in other comprehensive income
   
-
     
102,565
 
Transfers in and/or out of Level 3
   
-
     
-
 
Ending balance September 30
 
$
514,300
   
$
445,600
 


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

     
Fair Value Measurement at September 30, 2013 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 and agricultural:
                               
  Commercial &industrial
 
$
471,954
   
$
-
   
$
-
   
$
471,954
 
Commercial mortgages:
           
-
     
-
         
  Other
   
1,071,283
     
-
     
-
     
1,071,283
 
Consumer loans:
                               
  Home equity lines & loans
   
53,856
     
-
     
-
     
53,856
 
     Total Impaired Loans
 
$
1,597,093
   
$
-
   
$
-
   
$
1,597,093
 
                                 
Other real estate owned:
                               
Commercial and agricultural:
                               
  Commercial and industrial
 
$
101,200
   
$
-
   
$
-
   
$
101,200
 
Commercial mortgages:
                               
  Other
   
265,702
     
-
     
-
     
265,702
 
Residential mortgages
   
129,939
     
-
     
-
     
129,939
 
Consumer loans:
                               
  Home equity lines & loans
   
66,959
     
-
     
-
     
66,959
 
     Total Other real estate owned, net
 
$
563,800
   
$
-
   
$
-
   
$
563,800
 


 
26

 


     
Fair Value Measurement at December 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 and agricultural:
                               
  Commercial & industrial
 
$
235,501
   
$
-
   
$
-
   
$
235,501
 
Commercial mortgages:
           
-
     
-
         
  Other
   
305,222
     
-
     
-
     
305,222
 
     Total Impaired Loans
 
$
540,723
   
$
-
   
$
-
   
$
540,723
 
                                 
Other real estate owned:
                               
Commercial and agricultural:
                               
  Commercial and industrial
 
$
101,200
   
$
-
   
$
-
   
$
101,200
 
Commercial mortgages:
                               
  Other
   
257,702
     
-
     
-
     
257,702
 
Residential mortgages
   
201,679
     
-
     
-
     
201,679
 
Consumer loans:
                               
  Home equity lines & loans
   
4,000
     
-
     
-
     
4,000
 
     Total Other real estate owned, net
 
$
564,581
   
$
-
   
$
-
   
$
564,581
 

 
The following table presents information related to Level 3 non-recurring fair value measurement at September
30, 2013 and December 31, 2012:

Description
 
Fair Value
at September 30, 2013
   
Technique
   
Unobservable Inputs
 
Impaired loans
 
$
1,597,093
   
Third party real estate and a 100% discount of personal property
   
1
Management discount based on underlying collateral characteristics and market conditions
 
                       
Other real estate owned
 
$
563,800
   
Third party appraisals
   
1
Estimated holding  period
 
                 
2
Estimated closing costs
 

Description
 
Fair Value at December 31, 2012
   
Technique
   
Unobservable Inputs
 
Impaired loans
 
$
540,723
   
Third party real estate and a 100% discount of personal property
   
1
Management discount based on underlying collateral characteristics and market conditions
 
                       
Other real estate owned
 
$
564,581
   
Third party appraisals
   
1
Estimated holding  period
 
                 
2
Estimated closing costs
 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent
loans, had a principal balance of $2,678,430 with a valuation allowance of $1,081,337 as of September 30, 2013,
resulting in $311,110 and $888,699 increase in the provision for loan losses for the three and nine-month periods
ended September 30, 2013, respectively.  Impaired loans had a principal balance of $733,361, with a valuation
allowance of $192,638 as of December 31, 2012, resulting in no additional provision for loan losses for the year
ending December 31, 2012.

OREO, which is measured by the lower of carrying or fair value less costs to sell, had a net carrying amount of
$563,800 at September 30, 2013.  The net carrying amount reflects the outstanding balance of $756,167, net of a
valuation allowance of $192,367, at September 30, 2013. There were no write downs for the three and nine-month
periods ending September 30, 2013.  OREO had a net carrying amount of $564,581 at December 31, 2012.  The
net carrying amount reflects the outstanding balance of $756,948, net of a valuation allowance of $192,367, at
December 31, 2012, which resulted in write downs of $116,840 for the year ending December 31, 2012.

 
27

 


The carrying amounts and estimated fair values of other financial instruments, at September 30, 2013 and
December 31, 2012, are as follows (dollars in thousands):

   
Fair Value Measurements at September 30, 2013 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
 
$
37,491
   
$
37,491
   
$
-
$
-
 
$
37,491
 
Interest-bearing deposits in other
   financial institutions
   
2,438
     
2,438
     
-
 
-
   
2,438
 
Trading assets
   
313
     
313
     
-
 
-
   
313
 
Securities available for sale
   
259,275
     
38,251
     
220,510
 
514
   
259,275
 
Securities held to maturity
   
6,544
     
-
     
7,047
 
-
   
7,047
 
Federal Home Loan and Federal
  Reserve Bank stock
   
6,725
     
-
     
-
 
-
   
N/A
 
Net loans
   
955,778
     
-
     
-
 
985,182
   
985,182
 
Loans held for sale
   
866
     
-
     
866
 
-
   
-
 
Accrued interest receivable
   
4,142
     
360
     
1,549
 
2,233
   
4,142
 
                                   
                                   
Financial liabilities:
                                 
Deposits:
                                 
Demand, savings, and insured
  money market accounts
 
$
866,507
   
$
866,507
   
$
-
$
-
 
$
866,507
 
Time deposits
   
221,938
     
-
     
222,944
 
-
   
222,944
 
Securities sold under agreements
  to repurchase
   
30,499
     
-
     
31,757
 
-
   
31,757
 
Federal Home Loan Bank
  term advances
   
26,046
     
-
     
27,207
 
-
   
27,207
 
Federal Home Loan Bank
  overnight advances
   
49,100
     
-
     
49,103
 
-
   
49,103
 
Accrued interest payable
   
339
     
13
     
174
 
152
   
339
 
(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.
 

 
28

 



   
Fair Value Measurements at December 31, 2012
 
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
$
29,239
 
$
29,239
 
$
-
   
$
-
 
$
29,239
 
Interest-bearing deposits in other
  financial institutions
 
11,002
   
8,645
   
2,357
     
-
   
11,002
 
Trading assets
 
348
   
348
   
-
     
-
   
348
 
Securities available for sale
 
239,686
   
43,419
   
195,822
     
445
   
239,686
 
Securities held to maturity
 
5,748
   
-
   
6,421
     
-
   
6,421
 
Federal Home Loan and Federal
  Reserve Bank stock
 
4,710
   
-
   
-
     
-
   
N/A
 
Net loans
 
883,084
   
-
   
-
     
916,289
   
916,289
 
Loans held for sale
 
1,057
   
-
   
1,057
     
-
   
1,057
 
Accrued interest receivable
 
3,788
   
175
   
1,257
     
2,356
   
3,788
 
Financial liabilities:
                               
Deposits:
                               
Demand, savings, and insured money market accounts
$
808,044
 
$
808,044
 
$
-
   
$
-
 
$
808,044
 
Time deposits
 
236,690
   
-
   
238,245
     
-
   
238,245
 
Securities sold under agreements
  to repurchase
 
32,711
   
-
   
35,260
     
-
   
35,260
 
Federal Home Loan Bank
  advances
 
27,225
   
-
   
29,688
     
-
   
29,688
 
Accrued interest payable
 
453
   
12
   
279
     
162
   
453
 
(1) Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
 
 
The methods and assumptions used to estimate fair value are described as follows:

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

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

FHLB and FRB Stock

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

Loans Receivable

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

 
29

 


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.

 
30

 


NOTE 7                      GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill included in the core banking segment during the periods ending September 30, 2013
and 2012 were as follows:

 
2013
   
2012
 
Beginning of year
 
$
21,824,443
   
$
21,983,617
 
Acquired goodwill
   
-
         
Adjustment of Acquired goodwill (1)
   
-
     
(159,174
)
Ending balance September 30,
 
$
21,824,443
   
$
21,824,443
 
   
(1) Adjustment related to Fort Orange Financial Corp. acquisition.
 


Acquired intangible assets were as follows at September 30, 2013 and December 31, 2012:

   
At September 30, 2013
   
At December 31, 2012
 
   
Balance Acquired
   
Accumulated Amortization
   
Balance Acquired
   
Accumulated Amortization
 
Core deposit intangibles
 
$
3,819,798
   
$
2,173,923
   
$
3,819,798
   
$
1,796,853
 
Other customer relationship intangibles
   
6,063,423
     
3,228,279
     
6,063,423
     
2,942,548
 
Total
 
$
9,883,221
   
$
5,402,202
   
$
9,883,221
   
$
4,739,401
 

Aggregate amortization expense was $662,801 and $808,258 for the nine-month periods ended September 30, 2013 and 2012, respectively.

 
The remaining estimated aggregate amortization expense at September 30, 2013 is listed below:

Year
 
Estimated Expense
 
2013
 
$
213,723
 
2014
   
777,801
 
2015
   
681,176
 
2016
   
607,713
 
2017
   
557,893
 
2018 and thereafter
   
1,642,713
 
   Total
 
$
4,481,019
 

 
31

 


NOTE 8                      ACCUMULATED OTHER COMPREHENSIVE INCOME OR LOSS

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

The following is a summary of the changes in accumulated other comprehensive income or loss by component,
net of tax, for the periods indicated:
 
   
Unrealized Gains and Losses on Securities Available for Sale
   
Defined Benefit and Other Benefit Plans
   
Total
 
Balance at December 31, 2012
 
$
8,022,790
   
$
(10,829,719
)
 
$
(2,806,929
)
Other comprehensive income before
  reclassification
   
(1,170,076
)
   
-
     
(1,170,076
)
Amounts reclassified from accumulated other
  comprehensive income
   
(756
)
   
701,063
     
700,307
 
Net current period other comprehensive loss
   
(1,170,832
)
   
701,063
     
(469,769
)
Balance at September 30, 2013
 
$
6,851,958
   
$
(10,128,656
)
 
$
(3,276,698
)


   
Unrealized Gains and Losses on Securities Available for Sale
   
Defined Benefit and Other Benefit Plans
   
Total
 
Balance at June 30, 2013
 
$
5,987,659
   
$
(10,362,706
)
 
$
(4,375,047
)
Other comprehensive income before
  reclassification
   
864,299
     
-
     
864,299
 
Amounts reclassified from accumulated other
  comprehensive income
   
-
     
234,050
     
234,050
 
Net current period other comprehensive loss
   
864,299
     
234,050
     
1,098,349
 
Balance at September 30, 2013
 
$
6,851,958
   
$
(10,128,656
)
 
$
(3,276,698
)


   
Unrealized Gains and Losses on Securities Available for Sale
   
Defined Benefit and Other Benefit Plans
   
Total
 
Balance at December 31, 2011
 
$
7,987,055
   
$
(9,428,433
)
 
$
(1,441,378
)
Other comprehensive income before
  reclassification
   
973,217
     
-
     
973,217
 
Amounts reclassified from accumulated other
  comprehensive income
   
(184,998
)
   
581,304
     
396,306
 
Net current period other comprehensive income
   
788,219
     
581,304
     
1,369,523
 
Balance at September 30, 2012
 
$
8,775,274
   
$
(8,847,129
)
 
$
(71,855
)


   
Unrealized Gains and Losses on Securities Available for Sale
   
Defined Benefit and Other Benefit Plans
   
Total
 
Balance at June 30, 2012
 
$
8,184,871
   
$
(9,040,897
)
 
$
(856,026
)
Other comprehensive income before
  reclassification
   
590,771
     
-
     
590,771
 
Amounts reclassified from accumulated other
  comprehensive income
   
(368
)
   
193,768
     
193,400
 
Net current period other comprehensive income
   
590,403
     
193,768
     
784,171
 
Balance at September 30, 2012
 
$
8,775,274
   
$
(8,847,129
)
 
$
(71,855
)


 
32

 


The following is the reclassification out of accumulated other comprehensive income for the periods indicated:

Details about Accumulated Other
Comprehensive Income Components
Nine Months Ended September 30,
   
Affected Line Item
 in the Statement Where
Net Income is Presented
 
     
2013
     
2012
         
Unrealized gains and losses on securities
  available for sale:
                       
Realized gains on securities available for sale
 
$
1,228
    $
300,516
     
Net gains on securities transactions
 
Income tax expense
   
472
     
115,518
     
Income tax expense
 
Net of tax
   
756
     
184,998
         
Amortization of defined pension plan
  and other benefit plan items:
                       
Prior service costs (a)
   
62,358
     
62,358
     
Pension and other employee benefits
 
Actuarial losses (a)
   
(1,201,594
)
   
(1,006,644
)
   
Pension and other employee benefits
 
Income tax benefit
   
438,173
     
362,982
     
Income tax expense
 
Net of tax
   
(701,063
)
   
(581,304
)
       
Total reclassification for the period, net of tax
 
$
(700,307
)
 
$
(396,306
)
       
(a) These accumulated other comprehensive income components are included in the computation of net periodic
pension and other benefit plan costs (see Note 10 for additional information).

Details about Accumulated Other
Comprehensive Income Components
Three Months Ended September 30,
   
Affected Line Item
 in the Statement Where
Net Income is Presented
 
     
2013
     
2012
         
Unrealized gains and losses on securities
  available for sale:
                       
Realized gains on securities available for sale
 
$
-
      $
597
     
Net gains on securities transactions
 
Income tax expense
   
-
     
230
     
Income tax expense
 
Net of tax
   
-
     
367
         
Amortization of defined pension plan
  and other benefit plan items:
                       
Prior service costs (a)
   
20,786
     
20,786
     
Pension and other employee benefits
 
Actuarial losses (a)
   
(400,508
)
   
(335,548
)
   
Pension and other employee benefits
 
Income tax benefit
   
145,672
     
120,994
     
Income tax expense
 
Net of tax
   
(234,050
)
   
(193,768
)
       
Total reclassification for the period, net of tax
     
$
(234,050
)
 
$
(193,401
)
       
(a) These accumulated other comprehensive income components are included in the computation of net periodic
pension and other benefit plan costs (see Note 10 for additional information).



 
33

 


NOTE 9                      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.

The Bank is a party in two legal proceedings involving its Wealth Management Group Services. In both
proceedings, the Bank, as trustee pursuant to written trust instruments, has sought judicial settlement of trust
accounts in the New York Surrogate’s Court for Chemung County. Individuals who are beneficiaries under the
trusts have filed formal objections and/or demand letters with the Court in both of these accounting proceedings,
objecting to the final settlement of the trust accounts. The objectants primarily assert that the Bank acted
imprudently by failing to diversify the trusts’ investments and they claim $9.6 million and $24.1 million,
consisting of damages and disallowed trustee’s commissions, plus unspecified legal fees in the respective
proceedings. These proceedings are pending in the Surrogate’s Court and are now in the discovery phase. While
the outcome of litigation is not predictable the Bank believes that the claims are without merit and is vigorously
defending them.  As of September 30, 2013, no amount has been accrued for potential losses related to these
proceedings as a potential loss is not considered probable or reasonably estimable in the opinion of management.

In the normal course of business, there are various outstanding claims and legal proceedings involving the
Corporation or its subsidiaries.  Except for the above matter, we believe that we are not a party to any pending
legal, arbitration, or regulatory proceedings that could have a material adverse impact on our financial results or
liquidity.
 
NOTE 10     COMPONENTS OF QUARTERLY AND YEAR TO DATE NET PERIODIC BENEFIT COSTS


 
Nine Months Ended
 
Three Months Ended
 
September 30
 
September 30
 
September 30
     
September 30
 
   
2013
   
2012
 
2013
   
2012
 
Qualified Pension
                       
Service cost, benefits earned during the period
$
1,048,212
 
$
970,053
 
$
349,404
 
$
323,351
 
Interest cost on projected benefit obligation
 
1,225,863
   
1,218,330
   
408,621
     
406,110
 
Expected return on plan assets
 
(2,181,516
)
 
(1,990,479
)
 
(727,172
)
   
(663,493
)
Amortization of unrecognized transition obligation
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
10,392
   
10,392
   
3,464
     
3,464
 
Amortization of unrecognized net loss
 
1,172,049
   
991,704
   
390,683
     
330,568
 
  Net periodic pension expense
$
1,275,000
 
$
1,200,000
 
$
425,000
   
$
400,000
 
                           
Supplemental Pension
                         
Service cost, benefits earned during the period
$
30,012
 
$
26,076
 
$
10,004
   
$
8,692
 
Interest cost on projected benefit obligation
 
35,924
   
38,320
   
11,974
     
12,773
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
-
   
-
   
-
     
-
 
Amortization of unrecognized net loss
 
25,725
   
14,940
   
8,575
     
4,980
 
  Net periodic supplemental pension expense
$
91,661
 
$
79,336
   
30,553
   
$
26,445
 
                           
Postretirement, Medical and Life
                         
Service cost, benefits earned during the period
$
36,106
 
$
26,250
 
$
12,045
   
$
8,750
 
Interest cost on projected benefit obligation
 
47,824
   
54,000
   
15,955
     
18,000
 
Expected return on plan assets
 
-
   
-
   
-
     
-
 
Amortization of unrecognized prior service cost
 
(72,750
)
 
(72,750
)
 
(24,250
)
   
(24,250
)
Amortization of unrecognized net loss
 
3,820
   
-
   
1,250
     
-
 
  Net periodic postretirement, medical and life expense
$
15,000
 
$
7,500
 
$
5,000
   
$
2,500
 

 
34

 

NOTE 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.

Accounting policies for the segments are the same as those described in Note 1. Summarized financial information concerning the Corporation’s reportable segments and the reconciliation to the Corporation’s consolidated results are 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.

   
Three Months Ended September 30, 2013
   
Nine Months Ended September 30, 2013
   
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Net interest income
$
11,514,644
 
$
-
 
$
2,007
 
$
11,516,651
   
$
34,553,827
   
$
-
   
$
7,563
   
$
34,561,390
   
Provision for loan losses
 
873,704
   
-
   
-
   
873,704
     
1,755,188
     
-
     
-
     
1,755,188
   
Net interest income after provision for loan losses
 
10,640,940
   
-
   
2,007
   
10,642,947
     
32,798,639
     
-
     
7,563
     
32,806,202
   
Other operating income
 
2,402,021
   
1,813,113
   
135,519
   
4,350,653
     
6,714,682
     
5,448,240
     
684,446
     
12,847,368
   
Other operating expenses
 
10,275,098
   
1,371,418
   
166,186
   
11,812,702
     
30,137,242
     
4,174,319
     
617,402
     
34,928,963
   
Income before income tax expense
 
2,767,863
   
441,695
   
(28,660
)
 
3,180,898
     
9,376,079
     
1,273,921
     
74,607
     
10,724,607
   
Income tax expense
 
860,187
   
169,788
   
(28,247
)
 
1,001,728
     
2,995,405
     
489,695
     
(6,038
)
   
3,479,062
   
Segment net income
$
1,907,676
 
$
271,907
 
$
(413
)
$
2,179,170
   
$
6,380,674
   
$
784,226
   
$
80,645
   
$
7,245,545
   
                                                           
Segment assets
                         
$
1,334,375,485
   
$
5,023,415
   
$
1,691,868
   
$
1,341,090,768
   

   
Three Months Ended September 30, 2012
   
Nine Months Ended September 30, 2012
   
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Core Banking
   
Wealth Management Group Services
   
Holding Company And Other
   
Consolidated Totals
   
Net interest income
$
11,788,521
 
$
-
 
$
1,517
 
$
11,790,038
   
$
35,194,815
   
$
-
     
6,611
   
$
35,201,426
   
Provision for loan losses
 
225,000
   
-
   
-
   
225,000
     
753,897
     
-
     
-
     
753,897
   
Net interest income after provision for loan losses
 
11,563,521
   
-
   
1,517
   
11,565,038
     
34,440,918
     
-
     
6,611
     
34,447,529
   
Other operating income
 
2,112,173
   
1,667,628
   
212,918
   
3,992,719
     
7,303,607
     
5,170,016
     
521,647
     
12,995,270
   
Other operating expenses
 
9,887,762
   
1,277,545
   
175,154
   
11,340,461
     
29,456,209
     
4,120,082
     
576,811
     
34,153,102
   
Income before income tax expense
 
3,787,932
   
390,083
   
39,281
   
4,217,296
     
12,288,316
     
1,049,934
     
(48,553
)
   
13,289,697
   
Income tax expense (benefit)
 
1,235,752
   
149,948
   
(2,249
)
 
1,383,451
     
4,065,505
     
403,595
     
(71,821
)
   
4,397,279
   
Segment net income
$
2,552,180
 
$
240,135
 
$
41,530
 
$
2,833,845
   
$
8,222,811
   
$
646,339
   
$
23,268
   
$
8,892,418
   
                                                           
Segment assets
                         
$
1,279,106,549
   
$
5,249,476
   
$
2,623,832
   
$
1,286,979,857
   


 
35

 

NOTE 12                      STOCK BASED COMPENSATION

Board of Director’s Stock Compensation

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

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

During January 2013 and 2012, 7,969 and 10,238 shares, respectively, were re-issued from treasury to fund the
stock component of directors' compensation.  An expense of $185,263 and $156,863 related to this compensation
was recognized during the nine month period ending September 30, 2013 and September 30, 2012, respectively.  
This expense is accrued as shares are earned.

Restricted Stock Plan

Pursuant to the Corporation’s Restricted Stock Plan (the “Plan”), the Corporation may make discretionary grants
of restricted stock to officers other than the Corporation's Chief Executive Officer.  Compensation expense is
recognized over the vesting period of the awards based on the fair value of the stock at issue date.

A summary of restricted stock activity from December 31, 2012 to September 30, 2013 is presented below:

 
Shares
 
Weighted–Average Grant Date Fair Value
Nonvested at December 31, 2012
20,009
 
$
23.84
  Granted
-
   
-
  Vested
2,197
   
22.60
  Forfeited or Cancelled
1,797
   
25.04
Nonvested at September 30, 2013
16,015
 
$
23.98

As of September 30, 2013, there was $313,272 of total unrecognized compensation cost related to nonvested
shares granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 3.60
years.  The total fair value of shares vested during the nine months ended September 30, 2013 was $66,780.


NOTE 13                      PENDING ACQUISITION

On July 10, 2013, the Bank, the wholly-owned banking subsidiary of the Corporation, entered into a Purchase and
Assumption Agreement with Bank of America, National Association (“BOA”) pursuant to which the Bank agreed
to acquire certain assets and assume certain liabilities of six BOA branch offices located in Auburn, Cortland,
Ithaca and Seneca Falls, New York. Subject to the terms of the Purchase Agreement, the Bank will acquire
approximately $261,000,000 in deposits and $1,600,000 in loans, for a purchase price equal to the sum of a
deposit premium of 1.5% based on the 30-day average balances prior to the close of the transaction, the aggregate
net book value of all assets and accrued interest on the loans acquired.  The Bank will not receive any loans that
are past due 30 days or more on the closing date.  The transaction, which has received regulatory approval, is
expected to close in the fourth quarter of 2013.

 
36

 


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

The purpose of this review is to present information about the financial condition and results of operations of
Chemung Financial Corporation (the “Corporation”) for the three and nine-month periods ended September 30,
2013 and 2012.  The following discussion and unaudited consolidated interim financial statements and related
notes included in this report should be read in conjunction with our 2012 Annual Report on Form 10-K, which
was filed with the Securities and Exchange Commission on March 15, 2013.  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.

To assist the reader, the Corporation has provided the following list of commonly used acronyms and
abbreviations included in Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

CDO: Collateralized Debt Obligation
OTTI:  Other-than-temporary Impairment
FASB:  Financial Accounting Standards Board
PCI:  Purchased Credit Impaired
FDIC:  Federal Deposit Insurance Corporation
SEC:  Securities and Exchange Commission
FHLB:  Federal Home Loan Bank
TDR:  Troubled Debt Restructurings
GAAP:  U.S. generally accepted accounting principles
 

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.  All statements regarding,
among other things, the Corporation's expected financial condition and results of operations, 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,"
“believe” 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, including our local, state and national real estate markets
and employment trends, or changes in interest rates, credit risk, difficulties in managing the Corporation’s growth,
competition, changes in law or the regulatory environment, including the Dodd-Frank Wall Street Reform and
Consumer Protection Acts, the Jumpstart Our Business Startups Act, the capital ratios of Basel III, as adopted by the
federal banking authorities, political instability and changes in general business and economic trends or demand for
loans.  Information concerning these and other factors can be found in the Corporation’s periodic filings with the
SEC, including in our 2012 Annual Report on Form 10-K.  These filings are available publicly on the SEC's web site
at http://www.sec.gov, on the Corporation's web site at http://www.chemungcanal.com or upon request from the
Corporate Secretary at (607) 737-3746.  Except as otherwise required by law, the Corporation undertakes no
obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future
events, or otherwise.

Critical Accounting Policies, Estimates and Risks and Uncertainties

Critical accounting policies include the areas where the Corporation has made what it considers to be particularly
difficult, subjective or complex judgments concerning estimates, and where these estimates can significantly
affect the Corporation's financial results under different assumptions and conditions.  The Corporation prepares its
financial statements in conformity with GAAP.  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 OTTI of investment securities to be a critical
accounting policy.  The determination of whether a decline in market value is other-than-temporary is necessarily
a matter of subjective judgment. The timing and amount of any realized losses reported in the Corporation's
financial statements could vary if management's conclusions were to change as to whether other-than-temporary
impairment exists.  The Corporation assesses whether it intends to sell, or it is more likely than not that it will be
required to sell a security in an unrealized loss position before recovery of its amortized cost basis.  If either of
these criteria is met, the entire difference between amortized cost and fair value is recognized through a charge to
earnings.  For those securities that do not meet the aforementioned criteria, such as those that management has
determined to be other-than-temporarily impaired, the amount of impairment charged to earnings is limited to the
amount related to credit losses, while impairment related to other factors is recognized in other comprehensive
income.  The Corporation uses an 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 the 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.  Assumptions used in the model include expected future default rates and prepayments.  We
assume no recoveries on defaults and treat all interest payment deferrals as defaults.  Additional default
assumptions were made based on credit quality ratios and performance measures of the remaining financial
institutions in the pool, as well as overall default rates based on historical bank debt default rate averages.

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

Summary

Assets totaled $1.341 billion at September 30, 2013 compared with $1.248 at December 31, 2012, an increase of
$92.9 million, or 7.4%.  The growth was due primarily to increases of $74.1 million, or 8.3%, in total portfolio
loans and $22.4 million, or 9.0%, in investment securities.  The increase in portfolio loans was due to strong
growth of $46.9 million in commercial loans and $33.6 million in consumer loans.

Total liabilities were $1.206 billion at September 30, 2013 compared with $1.117 billion at December 31, 2012,
an increase of $89.2 million, or 8.0%.  The increase was due primarily to increases of $43.7 million in deposits
and $47.9 million in FHLB advances.

Total equity was $134.8 million at September 30, 2013 compared with $131.1 million at December 31, 2012.  The
increase was due primarily to net income of $7.2 million for the nine months ended September 30, 2013, partially
offset by dividends declared of $3.6 million.  The total equity to total assets ratio was 10.05% at September 30,
2013 compared with 10.50% at December 31, 2012.  The tangible equity to tangible assets ratio was 8.25% at
September 30, 2013 compared with 8.53% at December 31, 2012.

The market value of total assets under management or administration in the Corporation’s Wealth Management
Group was $1.829 billion at September 30, 2013 compared with $1.735 billion at December 31, 2012.

On July 12, 2013, the Corporation announced that its banking subsidiary, Chemung Canal Trust Company entered
into an agreement with Bank of America to purchase six branch offices.  See the heading under this Item 2
entitled “Pending Acquisition” for more information.  Included in the acquisition process was management’s
decision to establish a pre-funding strategy based upon receiving $260.9 million in deposits during the fourth
quarter of 2013.  The objective of the strategy was to maximize revenue before and during the funds deployment
into new commercial and consumer loans.  In the short term, funds would be used to purchase investment
securities of varying maturities.  Management started the strategy during the third quarter of 2013 which produced
a $22.4 million increase in investment securities and a $49.1 million increase in short-term FHLB advances.  The
short-term FHLB advances will be paid off upon receipt of the deposits during the fourth quarter of 2013.  The
maturities and cash flows of the securities will be structured to provide funding for the anticipated deployment
into new commercial and consumer loans originated in the near future.

Cash and Cash Equivalents

Total cash and cash equivalents decreased slightly since December 31, 2012, due primarily to a decrease of $8.6
million in interest-bearing deposits in other financial institutions, partially offset by an increase of $8.3 million in
cash and due from financial institutions.

Securities

The Corporation’s Funds Management Policy includes an investment policy that in general, requires debt
securities purchased for the bond portfolio to carry a minimum agency rating of "A".  After a credit analysis is
performed, the policy also allows the Corporation to purchase local municipal obligations that are not rated.  The
Corporation intends to maintain a reasonable level of securities to provide adequate liquidity and in order to have
securities available to pledge to secure public deposits, repurchase agreements and other types of transactions.  
Fluctuations in the fair value of the Corporation’s securities relate primarily to changes in interest rates.

 
39

 


Marketable securities are classified as Available for Sale, while investments in local municipal obligations are
generally classified as Held to Maturity.  The composition of the available for sale segment of the securities
portfolio is summarized as follows (in thousands of dollars):

   
September 30, 2013
   
December 31, 2012
 
Securities Available for Sale
 
Amortized Cost
   
Estimated Fair Value
   
Unrealized Gains (Losses)
   
Amortized Cost
   
Estimated Fair Value
   
Unrealized Gains (Losses)
 
Obligations of U.S. Government and
  U.S Government sponsored enterprises
 
$
162,812
   
$
164,630
   
$
1,818
   
$
138,041
   
$
141,591
   
$
3,550
 
Mortgage-backed securities, residential
   
37,567
     
39,033
     
1,466
     
29,592
     
31,515
     
1,923
 
Collateralized mortgage obligations
   
1,476
     
1,501
     
25
     
3,495
     
3,543
     
48
 
Obligations of states and political
  subdivisions
   
34,173
     
35,235
     
1,062
     
39,175
     
40,815
     
1,640
 
Corporate bonds and notes
   
7,390
     
7,484
     
94
     
11,412
     
11,652
     
240
 
SBA loan pools
   
1,513
     
1,540
     
27
     
1,683
     
1,724
     
41
 
Trust preferred securities
   
2,525
     
2,552
     
27
     
2,519
     
2,471
     
(48
)
Corporate stocks
   
689
     
7,301
     
6,612
     
736
     
6,375
     
5,639
 
     Totals
 
$
248,145
   
$
259,276
   
$
11,131
   
$
226,653
   
$
239,686
   
$
13,033
 

The available for sale segment of the securities portfolio totaled $259.3 million at September 30, 2013, an
increase of $19.6 million, or 8.2%, from $239.7 million at December 31, 2012.  The increase in the securities
portfolio was primarily related to a pre-funding strategy associated with the acquisition of six Bank of America
branches, scheduled to close in the fourth quarter of 2013.  The increase primarily consisted of purchases of $69.9
million, partially offset by sales and calls of $10.5 million, maturities and principal collected of $36.2 million and
a decrease of $1.9 million in unrealized gains.

The held to maturity segment of the securities portfolio consists of obligations of political subdivisions in the
Corporation’s market areas.  These securities totaled $6.5 million at September 30, 2013, a net increase of $0.8
million due primarily to the purchase of securities, from December 31, 2012.

Loans

The composition of the loan portfolio, net of deferred origination fees and costs, and unearned income is
summarized as follows (in thousands of dollars):

   
September 30, 2013
   
December 31, 2012
 
Commercial and agricultural
 
$
139,893
   
$
133,851
 
Commercial mortgages
   
361,063
     
320,198
 
Residential mortgages
   
194,042
     
200,475
 
Consumer loans
   
272,636
     
238,993
 
Total loans, net
 
$
967,634
   
$
893,517
 

Portfolio loans totaled $967.6 million at September 30, 2013, an increase of $74.1 million, or 8.3%, from $893.5
million at December 31, 2012.  The increase in portfolio loans was due to strong growth of $46.9 million, or
10.3%, in commercial loans and $33.6 million in consumer loans.  The growth in commercial loans was due
primarily to an increase in commercial mortgages in the Albany, New York region, of the Corporation’s Capital
Bank division.  The growth in consumer loans was primarily in indirect consumer loans as the Corporation
extended into 2013 its loan program with reduced pricing on high quality indirect auto loans.

Residential mortgage loans totaled $194.0 million at September 30, 2013, a decrease of $6.4 million, or 3.2%,
from December 31, 2012.  In addition, during the nine months ended September 30, 2013, $14.9 million of newly
originated residential mortgages were sold in the secondary market to Federal Home Loan Mortgage Corporation
and $0.6 million in residential mortgages were sold to the State of New York Mortgage Agency.  During the
twelve months ended December 31, 2012, $15.8 million of residential mortgages were sold in the secondary
market.

 
40

 


The Corporation anticipates that future growth in portfolio loans will continue to be in commercial mortgages and
indirect consumer loans.

Non-Performing Assets

Non-performing assets consist of non-accrual loans, non-accrual troubled debt restructurings and other real estate
owned that has been acquired in partial or full satisfaction of loan obligations or upon foreclosure.

Past due status on all loans is based on the contractual terms of the loan.  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.  At the time loans are
placed in non-accrual status, the accrual of interest is discontinued and previously accrued interest is reversed.  
All payments received on non-accrual loans are applied to principal.  Loans can be returned to accrual status when
they become current as to principal and interest and remain current for a period of six consecutive months or
when, in the opinion of management, the Corporation expects to receive all of its original principal and interest.  
In the case of non-accrual loans where a portion of the loan has been charged off, the remaining balance is kept
in non-accrual status until the entire principal balance has been recovered.

The following table summarizes the Corporation's non-performing assets, excluding acquired PCI loans (in thousands of dollars):
 
   
September 30, 2013
   
December 31, 2012
   
Non-accrual loans
 
$
6,550
   
$
5,667
   
Non-accrual troubled debt restructurings
   
1,093
     
365
   
Total non-performing loans
 
$
7,643
   
$
6,032
   
Other real estate owned
   
564
     
565
   
Total non-performing assets
 
$
8,207
   
$
6,597
   

Ratio of non-performing loans to total loans
   
0.79
%
   
0.68
%
Ratio of non-performing assets to total assets
   
0.61
%
   
0.53
%
Ratio of allowance for loan losses to non-performing loans
   
155.12
%
   
172.96
%
                 
Accruing loans past due 90 days or more
 
$
1,465
   
$
4,484
 
Accruing troubled debt restructurings
 
$
6,153
   
$
5,364
 


Non-Performing Loans

The recorded investment in non-performing loans at September 30, 2013 totaled $7.6 million compared to $6.0
million at December 31, 2012, an increase of $1.6 million.  The increase in non-performing loans was due
primarily to an increase of $0.7 million in non-accrual commercial mortgages and $0.7 million in commercial and
industrial loans.  In addition, non-accrual residential mortgages increased $0.3 million while there was a slight
increase in non-accrual consumer loans.

The recorded investment in accruing loans past due 90 days or more totaled $1.5 million at September 30, 2013
compared with $4.5 million at December 31, 2012.  The decrease was due primarily to a $3.0 million reduction in
acquired construction loans not considered by management to be PCI loans, which for a variety of reasons are 90
days or more past their stated maturity dates.  These loans totaled $1.5 million at September 30, 2013.  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.

Not included in non-performing loans at September 30, 2013 are $9.2 million of acquired loans which the
Corporation has identified as PCI loans.  The PCI loans 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 5 Loans and Allowance for Loan Losses” to the
unaudited interim financial statements.

 
41

 


Troubled Debt Restructurings

The Corporation works closely with borrowers that have financial difficulties to identify viable solutions that
minimize the potential for loss.  In that regard, the Corporation modified the terms of select loans to maximize
their collectability.  The modified loans are considered TDRs under current accounting guidance.  Modifications
generally involve short-term deferrals of principal and/or interest payments, reductions of scheduled payment
amounts, interest rates or principal of the loan, and forgiveness of accrued interest.  As of September 30, 2013, the
Corporation had $1.1 million of non-accrual TDRs compared with $0.4 million as of December 31, 2012.  As of
September 30, 2013, the Corporation had $6.2 million of accruing TDRs compared with $5.4 million as of
December 31, 2012.  The increase in total TDRs was due primarily to restructuring the loans of four commercial
borrowers that experienced financial difficulties during the second quarter of 2013.

Impaired Loans

Impaired loans at September 30, 2013 totaled $11.9 million, including performing TDRs of $6.2 million,
compared to $12.7 million, including performing TDRs of $5.4 million, at December 31, 2012.  The decrease in
impaired loans was due primarily to a decrease of $1.6 million in commercial mortgages, partially offset by an
increase of $0.7 million in commercial and industrial loans.  Included in the impaired loan total at September 30,
2013 are loans totaling $2.7 million for which impairment allowances of $1.1 million have been specifically
allocated to the allowance for loan losses.  Included in the impaired loan total at December 31, 2012, are loans
totaling $0.8 million for which impairment allowances of $0.2 million have been specifically allocated to the
allowance for loan losses.  Not included in the impaired loan totals are acquired loans identified as PCI loans.

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, by independent third parties, 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.  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.  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.  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.  Non-real estate collateral may be
valued using (i) an appraisal, (ii) net book value of the collateral per the borrower’s financial statements, or (iii)
aging reports, that may be adjusted based on management’s knowledge of the client and client’s business.  If
market conditions warrant, future appraisals are obtained for both real estate and non-real estate collateral.

 
42

 


Allowance for Loan Losses

The allowance is an amount that management believes will be adequate to absorb probable incurred losses on
existing loans.  The allowance for loan losses is increased through a provision for loan losses charged to
operations.  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.  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 (general component) and review of specific
impaired loans (including evaluations of the underlying collateral and expected cash flows).  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 the borrower's ability to repay their
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. Factors considered by management in
determining impairment include payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines the significance of payment delays and
payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan
and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment
record, and the amount of the shortfall in relation to the principal and interest owed. If a loan is determined to be
impaired and is placed on nonaccrual status, all future payments received are applied to principal.

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.  Troubled debt restructurings are impaired loans.

The general component 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: (1) lending policies and
procedures, including underwriting standards and collection, charge-off and recovery policies, (2) national and
local economic and business conditions and developments, including the condition of various market segments,
(3) loan profiles and volume of the portfolio, (4) the experience, ability, and depth of lending management and
staff, (5) the volume and severity of past due, classified and watch-list loans, non-accrual loans and troubled debt
restructurings, (6) the quality of the Bank’s loan review system and the degree of oversight by the Bank’s Board
of Directors, (7) collateral related issues: secured vs. unsecured, type, declining valuation environment and trend
of other related factors, (8) the existence and effect of any concentrations of credit, and changes in the level of
such concentrations, (9) the effect of external factors, such as competition and legal and regulatory requirements,
on the level of estimated credit losses in the Bank’s current portfolio and (10) impact of the global economy.

 
43

 


The allowance for loan losses was $11.9 million at September 30, 2013, up from $10.4 million at December 31,
2012.  The ratio of allowance for loan losses to total loans was 1.23% at September 30, 2013, up from 1.17% at
December 31, 2012.  The increase in the allowance for loan losses was due primarily to loan portfolio growth,
including allowances for this growth after consideration of the factors discussed above and higher net charge-offs.  
Net charge-offs for the nine months ended September 30, 2013 were $0.3 million compared with net recoveries of
$0.3 million for the prior year.  The increase in net charge-offs was primarily in the consumer loan portfolio.

The following table summarizes the activity in the allowance for loan losses for the nine months ended September
30, 2013 and 2012 (in thousands of dollars, except ratio data):

 
Nine Months Ended
 
   
September 30, 2013
     
September 30, 2012
 
 
Balance at beginning of period
$
10,433
   
$
9,659
 
Reclassification of acquired loan discount
 
-
     
124
 
Charge-offs:
             
  Commercial and agricultural
 
186
     
6
 
  Commercial mortgages
 
44
     
88
 
  Residential mortgages
 
54
     
83
 
  Consumer loans
 
909
     
343
 
Total charge-offs
 
1,193
     
520
 
Recoveries:
             
  Commercial and agricultural
 
454
     
592
 
  Commercial mortgages
 
53
     
43
 
  Residential mortgages
 
65
     
-
 
  Consumer loans
 
289
     
176
 
Total  recoveries
 
861
     
811
 
   Net charge-offs (recoveries)
 
332
     
(291
)
   Provision charged to operations
 
1,755
     
754
 
Balance at end of period
$
11,856
   
$
10,828
 
               
Ratio of net charge-offs (recoveries) to
   average loans outstanding
 
0.05
%
   
(0.05)
%
Ratio of allowance for loan losses to
   total loans outstanding
 
1.23
%
   
1.24
%

 
44

 


Deposits

A summary of deposits at September 30, 2013 and December 31, 2012 is as follows (in thousands of dollars):

   
September 30, 2013
   
December 31, 2012
   
Dollar Change
   
Percent Change
 
Non-interest-bearing demand deposits
 
$
297,053
   
$
300,610
   
$
(3,557
)
   
(1.18
)%
Interest-bearing demand deposits
   
96,191
     
90,730
     
5,461
     
6.02
 %
Insured money market accounts
   
289,459
     
243,115
     
46,344
     
19.06
 %
Savings deposits
   
183,804
     
173,589
     
10,215
     
5.88
 %
Time deposits
   
221,938
     
236,690
     
(14,752
)
   
(6.23
)%
   Total
 
$
1,088,445
   
$
1,044,734
   
$
43,711
     
4.18
 %

The growth in deposits is a result of the Corporation’s deposit strategy, which is to fund the Bank with stable,
low-cost deposits, primarily checking account deposits and other low interest-bearing deposit accounts.  A
checking account is the driver of a banking relationship and consumers consider the bank where they have their
checking account as their primary bank.  These customers will typically turn to their primary bank first when in
need of other financial services.  Strategies that have been developed and implemented to generate these deposits
include: (i) acquire deposits by entering new markets through de novo branching, (ii) an annual checking account
marketing campaign, (iii) training branch employees to identify and meet client financial needs with Bank
products and services, (iv) link business and consumer loans to primary checking account at the Bank, (v)
aggressively promote direct deposit of client’s payroll checks or benefit checks and (vi) constantly monitor the
Corporation’s pricing strategies to ensure competitive products and services.

Sorted by public, commercial and consumer sources, the $43.7 million growth in deposits was due to an increase
of $49.7 million in public funds, partially offset by decreases of $3.5 million in commercial deposits and $2.5
million in consumer deposits.  The growth in public funds was due primarily to increases of $29.8 million in
insured money market accounts and $11.9 million in interest-bearing demand deposits.  The Corporation had
anticipated a decline in time deposits since its strategy was to focus on core checking accounts.

The Corporation also considers brokered deposits to be an element of its deposit strategy and anticipates that it
will continue using brokered deposits as a secondary source of funding to support growth.  The Corporation’s use
of brokered deposits as part of its funding strategy complies with the FDIC’s guidance and regulations on the use
of brokered deposits by insured banks.  Brokered deposits include funds obtained through brokers, and the Bank’s
participation in the Certificate of Deposit Account Registry Service (“CDARS”) program and Insured Cash
Sweep (“ICS”) service.  The CDARS and ICS programs both involve a network of financial institutions that
exchange funds among members in order to ensure FDIC insurance coverage on customer deposits above the
single institution limit.  Using a sophisticated matching system, funds are exchanged on a dollar-for-dollar basis,
so that the equivalent of an original deposit comes back to the originating institution.

In the summary of deposits table above, ICS funds were included in insured money market accounts.  Funds
obtained through brokers or CDARS were included in time deposits.  Deposits obtained through brokers
were $6.0 million as of September 30, 2013 compared with $8.8 million as of December 31, 2012.  Deposits obtained
through CDARS and ICS were $9.3 million and $17.1 million, respectively, as of September 30, 2013.  Deposits
obtained through CDARS were $8.1 million as of December 31, 2012.

Borrowings

Both FHLB term advances and securities sold under agreements to repurchase decreased $1.2 million and $2.2
million, respectively, during the nine months ended September 30, 2013.  The increase of $49.1 million in FHLB
overnight advances was related to a pre-funding strategy associated with the acquisition of six Bank of America
branches, scheduled to close in the fourth quarter of 2013.  The overnight FHLB advances will be paid off after
the acquisition is closed.

 
45

 


Shareholders’ Equity

Total shareholders’ equity was $134.8 million at September 30, 2013 compared with $131.1 million at December
31, 2012.  The increase was due primarily to $7.2 million in net income for 2013, partially offset by dividends
declared of $3.6 million.  The total shareholders’ equity to total assets ratio was 10.05% at September 30, 2013
compared with 10.50% at December 31, 2012.  The tangible equity to tangible assets ratio was 8.25% at
September 30, 2013 compared with 8.53% at December 31, 2012.  Book value per share increased to $28.93
at September 30, 2013 from $28.20 at December 31, 2012.

The Corporation and the Bank are subject to capital adequacy guidelines of the Federal Reserve and establish a
framework for the classification of financial holding companies and financial institutions into five categories:  
well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized.  As of September 30, 2013, both the Corporation’s and the Bank’s capital ratios were in excess
of those required to be considered well-capitalized under regulatory capital guidelines.

Results of Operations

Comparison of Nine Months Ended September 30, 2013 and 2012

Net Income

Net income for the nine months ended September 30, 2013 was $7.2 million, a decrease of $1.7 million, or
18.5%, compared with $8.9 million for the nine months ended September 30, 2012.  Earnings per share for the
nine months ended September 30, 2013 was $1.56, compared with $1.92 for the nine months ended September
30, 2012.  Return on average assets and return on average equity for nine months ended September 30, 2013 were
0.76% and 7.25%, respectively, compared with 0.95% and 9.12%, respectively, for the same period in the prior
year.

The decline in 2013 earnings was due primarily to a decrease of $0.6 million in net interest income and reductions
of $0.3 million in net gain on securities transactions and $0.8 million in pre-tax casualty gains from insurance
reimbursements.  In addition, the provision for loan losses increased $1.0 million and non-interest expense
increased $0.8 million.  These items were partially offset by an increase of $0.9 million in the remaining non-
interest income categories and a reduction of $0.9 million in income taxes.

Net Interest Income

Net interest income, which is the difference between income received on interest-earning assets, such as loans and
securities, and interest paid on interest-bearing liabilities, such as deposits and borrowings, is the largest
contributor to earnings.

Net interest income for the nine months ended September 30, 2013 totaled $34.6 million, a decrease of $0.6
million, or 1.8%, compared with $35.2 million for the same period in the prior year.  Net interest margin was
3.93% for the nine months ended September 30, 2013 compared with 4.10% for the same period in the prior year.  
The decline in net interest income was primarily due to a 31 basis point decrease in yield on interest-earning
assets, partially offset by a 17 basis point decline in the cost of funds and an increase of $30.6 million in average
earning assets.  The decline in net interest margin was due primarily to yields on interest-earning assets
decreasing as a faster rate than the cost of interest-bearing liabilities.  The decrease in yield on interest-earning
assets was attributable to a 66 basis point decrease in yield on loans, a result of loans continuing to reprice at
current historically low market rates.

 
46

 


Average Consolidated Balance Sheet and Interest Analysis

The following table sets forth certain information related to the Corporation’s average consolidated balance sheets
and its consolidated statements of income for the nine month periods ended September 30, 2013 and 2012.  The
table also reflects the average yield on assets and average cost of liabilities for the nine month periods ended
September 30, 2013 and 2012.  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.

(in thousands of dollars)
 
Nine Months Ended
September 30, 2013
   
Nine Months Ended
September 30, 2012
   
Assets
 
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
   
Earning assets:
                                     
Loans
 
$
929,906
   
$
33,605
     
4.83
%
 
$
829,396
   
$
34,078
     
5.49
%
 
Taxable securities
   
193,016
     
3,120
     
2.16
%
   
219,985
     
4,142
     
2.52
%
 
Tax-exempt securities
   
43,101
     
845
     
2.62
%
   
49,796
     
977
     
2.62
%
 
Interest-bearing deposits
   
10,873
     
21
     
0.25
%
   
47,075
     
123
     
0.35
%
 
Total earning assets
   
1,176,896
     
37,591
     
4.27
%
   
1,146,252
     
39,320
     
4.58
%
 
                                                   
Non-earning assets:
                                                 
Cash and due from banks
   
23,291
                     
23,967
                   
Premises and equipment, net
   
25,144
                     
24,762
                   
Other assets
   
46,918
                     
51,815
                   
Allowance for loan losses
   
(10,924
)
                   
(10,262
)
                 
AFS valuation allowance
   
11,881
                     
13,698
                   
     Total
 
$
1,273,206
                   
$
1,250,232
                   
                                                   
Liabilities and Shareholders' Equity
                                                 
Interest-bearing liabilities:
                                                 
Interest-bearing demand deposits
 
$
95,218
     
70
     
0.10
%
 
$
88,005
     
70
     
0.11
%
 
Savings and insured money
  market deposits
   
446,094
     
613
     
0.18
%
   
409,081
     
622
     
0.20
%
 
Time deposits
   
229,362
     
1,108
     
0.65
%
   
261,549
     
1,795
     
0.92
%
 
Federal Home Loan Bank
  advances and securities sold
    under agreements repurchase
   
61,690
     
1,239
     
2.68
%
   
73,944
     
1,631
     
2.95
%
 
Total interest-bearing liabilities
   
832,364
     
3,030
     
0.49
%
   
832,579
     
4,118
     
0.66
%
 
                                                   
Non-interest-bearing liabilities:
                                                 
Demand deposits
   
296,089
                     
278,473
                   
Other liabilities
   
11,039
                     
8,962
                   
Total liabilities
   
1,139,492
                     
1,120,014
                   
Shareholders' equity
   
133,714
                     
130,218
                   
     Total
 
$
1,273,206
                   
$
1,250,232
                   
Net interest income
         
$
34,561
                   
$
35,202
           
Net interest rate spread(1)
                   
3.78
%
                   
3.92
%
 
Net interest margin(2)
                   
3.93
%
                   
4.10
%
 
(1)  Net interest rate spread is the difference in the yield received on earning assets less the rate paid on interest-bearing liabilities.
(2)  Net interest margin is the ratio of net interest income divided by average earning assets

 
47

 


Changes Due to Volume and Rate

Net interest income can be analyzed in terms of the impact of changes in rates and volumes.  The following table
illustrates the extent to which changes in interest rates and in the volume of average interest-earning assets and
interest-bearing liabilities have affected the Corporation’s interest income and interest expense during the periods
indicated.  Information is provided in each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates
multiplied by prior volume); and (iii) the net changes.  For purposes of this table, changes that are not due solely
to volume or rate changes have been allocated to these categories based on the respective percentage changes in
average volume and rate.  Due to the numerous simultaneous volume and rate changes during the periods
analyzed, it is not possible to precisely allocate changes between volume and rates.  In addition, average earning
assets include non-accrual loans and no tax equivalent adjustments were made.
 


   
           Nine Months Ended
                September 30, 2013 vs. 2012
      Increase/(Decrease)
  (in thousands of dollars)  
Total Change
   
Due to Volume
   
Due to Rate
 
Interest and dividends earned on:
 
 
 
   
 
 
 
 
 
 
 
 
Loans
    $
(473
)
   
3,862
     
(4,335
)
Taxable investment securities
   
(1,022
)
   
(476
)    
(546
)
Tax-exempt investment securities
   
(132
)
   
(132
)    
-
 
Interest-bearing deposits
 
 
(102
 
 
(75
)
 
 
(27
)
 Total earning assets    $ (1,729  )    $ 3,179       $ (4,908  )
                         
 Interest paid on:                        
 Interest-bearing demand deposits    $      $      $ (6  )
 Savings and insured money market deposits     (9  )     53        (62  )
 Time deposits     (687  )     (202  )     (485  )
 FHLB advances and securities sold under
  agreements to repurchase
    (392  )     (255  )     (137  )
 Total interest-bearing liabilities    $ (1,088  )    $ (398  )    $ (690  )
 Net interest income    $ (641  )    $ 3,577       $ (4,218  )

Provision for Loan Losses

The provision for loan losses for the nine months ended September 30, 2013 totaled $1.8 million compared with
$0.8 million for the nine months ended September 30, 2012.  The increase in the provision for loan losses was due
primarily to one commercial and industrial loan, loan portfolio growth and higher net charge-offs.

Non-Interest Income

Non-interest income for the nine months ended September 30, 2013 totaled $12.8 million, a decrease of $0.2
million, or 1.1%, compared with $13.0 million for the same period in the prior year.  The decline was due
primarily to reductions of $0.8 million in casualty gains from insurance reimbursements and $0.3 million in net
gain on securities transactions.  These items were partially offset by increases $0.3 million in Wealth
Management Group fee income, $0.2 million in service charges on deposit accounts and $0.2 million in net gain
on sales of loans held for sale.

 
48

 


Non-Interest Expense

Non-interest expense for the nine months ended September 30, 2013 totaled $34.9 million, an increase of $0.7
million, or 2.3%, compared with $34.2 million for the same period in the prior year.  The increase was due
primarily to increases of $0.4 million in salaries and wages, $0.2 million in acquisition expenses and $0.2 million
in data processing costs.  These items were primarily offset by decreases of $0.1 million in other real estate owned
expenses and $0.1 million in amortization of intangible assets.  The increase in salaries and wages was due
primarily to compensation related to merit increases and incentive plans.

Income Taxes

Income tax expense for the nine months ended September 30, 2013 totaled $3.5 million, a decrease of $0.9
million, compared with $4.4 million for the same period in the prior year.  Income tax expense reflects an
effective tax rate of 32.4% for the nine months ended September 30, 2013 compared with 33.1% for the same
period in the prior year.  The decrease in the effective tax rate was due primarily to an increase in the relative
percentage of tax exempt income to pre-tax income.


Comparison of Three Months Ended September 30, 2013 and 2012

Net Income

Net income for the three months ended September 30, 2013 was $2.2 million, a decrease of $0.6 million, or
23.1%, compared with $2.8 million for the three months ended September 30, 2012.  Earnings per share for the
three months ended September 30, 2013 was $0.47 compared with $0.61 for the three months ended September
30, 2012.  Return on average assets and return on average equity for the three months ended September 30, 2013
were 0.67% and 6.45%, respectively, compared with 0.89% and 7.92%, respectively, for the same period in the
prior year.

The decrease in net income for the three months ended September 30, 2013 was due primarily to a decline of $0.3
million in net interest income and increases of $0.6 million in the provision for loan losses and $0.5 million in
non-interest expense.  These items were partially offset by an increase of $0.4 million in non-interest income and
a reduction of $0.4 million in income taxes.

Net Interest Income

Net interest income for the three months ended September 30, 2013 totaled $11.5 million, a decrease of $0.3
million, or 2.3%, compared with $11.8 million for the same period in the prior year.  Net interest margin was
3.84% for the three months ended September 30, 2013 compared with 4.04% for the same period in the prior year.  
The decline in net interest income was due primarily to a 29 basis point decrease in the yield on interest-earning
assets, partially offset by a 12 basis point decline in the cost of funds and an increase of $29.5 million in average
earning assets.  The decline in net interest margin was primarily due to yields on interest-earning assets
decreasing at a faster rate than the cost of interest-bearing liabilities.  The decrease in yield on interest-earning
assets was attributable to a 52 basis point decrease in yield on loans, a result of loans continuing to reprice at
current historically low market rates.

 
49

 


Average Consolidated Balance Sheet and Interest Analysis

The following table sets forth certain information related to the Corporation’s average consolidated balance sheets
and its consolidated statements of income for the three month periods ended September 30, 2013 and 2012.  The
table also reflects the average yield on assets and average cost of liabilities for the three month periods ended
September 30, 2013 and 2012.  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.

Average Consolidated Balance Sheet and Interest Analysis (continued)

(in thousands of dollars)
 
Three Months Ended
September 30, 2013
   
Three Months Ended
September 30, 2012
   
Assets
 
Average Balance
   
Interest
   
Yield/
Rate
   
Average Balance
   
Interest
   
Yield/
Rate
   
Earning assets:
                                     
Loans
 
$
950,657
   
$
11,245
     
4.69
%
 
$
867,972
   
$
11,374
     
5.21
%
 
Taxable securities
   
195,337
     
1,003
     
2.04
%
   
208,000
     
1,306
     
2.50
%
 
Tax-exempt securities
   
39,470
     
258
     
2.60
%
   
46,811
     
300
     
2.55
%
 
Interest-bearing deposits
   
4,514
     
3
     
0.25
%
   
37,696
     
35
     
0.36
%
 
Total earning assets
   
1,189,978
     
12,509
     
4.17
%
   
1,160,479
     
13,015
     
4.46
%
 
                                                   
Non-earning assets:
                                                 
Cash and due from banks
   
23,512
                     
24,823
                   
Premises and equipment, net
   
25,006
                     
24,585
                   
Other assets
   
46,465
                     
49,482
                   
Allowance for loan losses
   
(11,300
)
                   
(10,534
)
                 
AFS valuation allowance
   
9,916
                     
13,813
                   
     Total
 
$
1,283,577
                   
$
1,262,648
                   
                                                   
Liabilities and Shareholders' Equity
                                                 
Interest-bearing liabilities:
                                                 
Interest-bearing demand deposits
 
$
88,854
     
22
     
0.10
%
 
$
92,703
     
25
     
0.11
%
 
Savings and insured money
  market deposits
   
455,818
     
205
     
0.18
%
   
415,368
     
207
     
0.20
%
 
Time deposits
   
226,278
     
345
     
0.61
%
   
252,826
     
528
     
0.83
%
 
Federal Home Loan Bank
  advances and securities sold
    under agreements repurchase
   
66,889
     
420
     
2.50
%
   
65,039
     
465
     
2.85
%
 
Total interest-bearing liabilities
   
837,839
     
992
     
0.47
%
   
825,936
     
1,225
     
0.59
%
 
                                                   
Non-interest-bearing liabilities:
                                                 
Demand deposits
   
299,603
                     
294,612
                   
Other liabilities
   
12,180
                     
9,914
                   
Total liabilities
   
1,149,622
                     
1,130,462
                   
Shareholders' equity
   
133,955
                     
132,186
                   
     Total
 
$
1,283,577
                   
$
1,262,648
                   
Net interest income
         
$
11,517
                   
$
11,790
           
Net interest rate spread(1)
                   
3.70
%
                   
3.87
%
 
Net interest margin(2)
                   
3.84
%
                   
4.04
%
 

(1)  Net interest rate spread is the difference in the yield received on earning assets less the rate paid on interest-bearing liabilities.
(2)  Net interest margin is the ratio of net interest income divided by average earning assets

 
50

 


Changes Due to Volume and Rate

Net interest income can be analyzed in terms of the impact of changes in rates and volumes.  The following table
illustrates the extent to which changes in interest rates and in the volume of average interest-earning assets and
interest-bearing liabilities have affected the Corporation’s interest income and interest expense during the three
month periods ended September 30, 2013 and September 30, 2012.  Information is provided in each category with
respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes
attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes.  For
purposes of this table, changes that are not due solely to volume or rate changes have been allocated to these
categories based on the respective percentage changes in average volume and rate.  Due to the numerous
simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes
between volume and rates.  In addition, average earning assets include non-accrual loans and no tax equivalent
adjustments were made.
 

 
 Three Months Ended
September 30, 2013 vs. 2012
 
   Increase/(Decrease)  
                   
 (in thousands of dollars)  
Total Change
   
Due to Volume
   
Due to Rate
 
Interest and dividends earned on:
 
 
 
   
 
 
 
 
 
 
 
Loans
   $
(129
)
    $
1,048
      $
(1,177
)
Taxable investment securities
   
(303
)
   
(75
   
(228
)
Tax-exempt investment securities
   
(42
)
   
(47
)    
5
 
Interest-bearing deposits
 
 
(32
)  
 
(24
)
 
 
(8
)
 Total earning assets    $ (506  )    $ 902       $ (1,408  )
                         
 Interest paid on:                        
 Interest-bearing demand deposits    $ (3  )    $ (1  )    $ (2  )
Savings and insured money market deposits      (2  )     19        (21  )
 Time Deposits     (183  )     (51  )     (132  )
 FHLB advances and securities sold under
  agreements to repurchase
    (45  )     13        (58  )
 Total interest-bearing liabilities    $ (233  )    $ (20  )    $ (213  )
 Net interest income    $ (273  )    $ 922       $ (1,195  )

Provision for Loan Losses

The provision for loan losses for the three months ended September 30, 2013 totaled $0.9 million compared with
$0.2 million for the three months ended September 30, 2012.  The increase in the provision for loan losses was
due primarily to one commercial and industrial loan, loan portfolio growth and higher net charge-offs.

Non-Interest Income

Non-interest income for the three months ended September 30, 2013 totaled $4.4 million, an increase of $0.4
million, or 9.0%, compared with $4.0 million for the same period in the prior year.  The increase was due
primarily to increases of $0.1 million in Wealth Management fee income, $0.1 million in service charges on
deposit accounts and $0.1 million in net gain on sales of other real estate owned.

Non-Interest Expense

Non-interest expense for the three months ended September 30, 2013 totaled $11.8 million, an increase of $0.5
million, or 4.2%, compared with $11.3 million for the same period in the prior year.  The decrease was due
primarily to increases of $0.2 million in data processing costs and $0.2 million in acquisition expenses.


 
51

 


Income Taxes

Income tax expense for the three months ended September 30, 2013 totaled $1.0 million, a decrease of $0.4
million, compared with $1.4 million for the same period in the prior year.  Income tax expense reflects an
effective tax rate of 31.5% for the three months ended September 30, 2013 compared with 32.8% for the same
period in the prior year.  The decrease in the effective tax rate was due primarily to an increase in the relative
percentage of tax exempt income to pre-tax income.


Liquidity and Capital Resources

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

The Corporation is a member of the FHLB, which allows it to access borrowings that 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 $53.9 million and $104.5 million at September 30, 2013 and
December 31, 2012, respectively.  The Corporation also had a total of $28.0 million of unsecured lines of credit
with four different financial institutions, all of which was available at September 30, 2013 and December 31,
2012.

During the nine months ended September 30, 2013, cash and cash equivalents decreased slightly.  The major uses
of cash included purchases of securities totaling $76.1 million and a net increase of $74.1 million in loans.  These
items were partially offset by proceeds from sales, maturities, calls and principal reductions on securities totaling
$52.1 million, net increases of $47.9 million in borrowings and $43.7 million in deposits, and $14.9 million
provided by operating activities.

As of September 30, 2013, the Bank’s Tier I leverage ratio, Tier I and total risk-based capital ratios were 8.57%,
10.71% and 12.19%, respectively.  All of the ratios were in excess of those required to be considered well-
capitalized under regulatory capital standards.

During the nine months ended September 30, 2013, the Corporation declared cash dividends totaling $0.78 per
share compared with $0.75 per share for the same period in the prior year.


Interest Rate Risk

 
Management considers interest rate risk to be the most significant market risk for the Corporation.  Market risk is
the risk of loss from adverse changes in market prices and rates.  Interest rate risk is the exposure to adverse
changes in the net income of the Corporation as a result of changes in interest rates.

The Corporation’s primary earnings source is net interest income, which is affected by changes in the level of
interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the
level and composition of deposits and liabilities, and credit quality of earning assets.

 
52

 


The Corporation’s objectives in its asset and liability management are to maintain a strong, stable net interest
margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce
vulnerability of its operations to changes in interest rates.  The Corporation's Asset/Liability Committee
(“ALCO”) has the strategic responsibility for setting the policy guidelines on acceptable exposure to interest rate
risk.  These guidelines contain specific measures and limits regarding the risks, which are monitored on a regular
basis.  The ALCO is made up of the president and chief executive officer, the chief financial officer, the asset
liability management officer, and other officers representing key functions.

Interest rate risk is the risk that net interest income will fluctuate as a result of a change in interest rates.  It is the
assumption of interest rate risk, along with credit risk, that drives the net interest margin of a financial institution.
For that reason, the ALCO has established tolerance limits based upon a 200-basis point change in interest rates.  
At September 30, 2013, it is estimated that an immediate 200-basis point decrease in interest rates would
negatively impact the next 12 months net interest income by 9.36% and an immediate 200-basis point increase
would negatively impact the next 12 months net interest income by 10.33%.  Both are within the Corporation's
policy guideline of 15%.  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 4.10% and 15.44%, respectively.

A related component of interest rate risk is the expectation that the market value of the Corporation’s capital
account will fluctuate with changes in interest rates.  This component is a direct corollary to the earnings-impact
component: an institution exposed to earnings erosion is also exposed to shrinkage in market value.  At
September 30, 2013, it is estimated that an immediate 200-basis point decrease in interest rates would negatively
impact the market value of the Corporation’s capital account by 4.80% and an immediate 200-basis point increase
in interest rates would negatively impact the market value by 6.01%.  Both are within the Corporation’s policy
guideline of 15%.  Management also modeled the impact to the market value of the Corporation’s 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 the Corporation’s capital of 2.79% and 9.44%, respectively.  Both are within the
Corporation's policy guideline of 15%.

Management does recognize the need for certain hedging strategies during periods of anticipated higher
fluctuations in interest rates and the Funds Management Policy provides for limited use of certain derivatives
in asset liability management. These strategies were not employed during the nine months ended September 30,
2013.


Pending Acquisition

On July 10, 2013, the Bank, the wholly-owned banking subsidiary of the Corporation entered into a Purchase and
Assumption Agreement with Bank of America, National Association (“BOA”) pursuant to which the Bank agreed
to acquire certain assets and assume certain liabilities of six BOA branch offices located in Auburn, Cortland,
Ithaca and Seneca Falls, New York. Subject to the terms of the Purchase Agreement, the Bank will acquire
approximately $261.0 million in deposits and $1.6 million in loans, for a purchase price equal to the sum of a
deposit premium of 1.5% based on the 30-day average balances prior to the close of the transaction, the aggregate
net book value of all assets and accrued interest on the loans acquired.  The Bank will not receive any loans that
are past due 30 days or more on the closing date.  The deposits acquired will initially be used to fund the purchase
of investment securities of varying maturities.  The maturities and cash flows of these securities will be structured
to provide funding for the anticipated deployment into new commercial and consumer loans originated in the near
future.  The transaction will close in the fourth quarter of 2013.  Additional information concerning this
transaction was included in the Corporation’s Current Report on Form 8-K filed with the SEC on July 12, 2013.

 
53

 


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 Chief Financial Officer and Treasurer, who is the Corporation's
principal financial officer, has evaluated the effectiveness of the Corporation's disclosure controls and procedures
as of September 30, 2013 pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended.  Based
upon that evaluation, the principal executive officer and principal financial officer have concluded that the
Corporation's disclosure controls and procedures are effective as of September 30, 2013.  In addition, there have
been no changes in the Corporation’s internal control over financial reporting during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over
financial reporting.

PART II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
 
For information related to this item, please see Note 9 to the Corporation’s financial statements included
herein.
   
ITEM 1A.
RISK FACTORS
 
There have been no material changes in the risk factors set forth in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission
on March 15, 2013.
   
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
(c)
Issuer Purchases of Equity Securities (1)
   
Period
 
Total number of shares purchased
   
Average price paid per share
   
Total number of shares purchased as part of publicly announced plans or programs
   
Maximum number of shares that may yet be purchased under the plans or programs
7/1/13-7/30/13
   
-
   
$
-
     
-
     
121,906
8/1/13-8/31/13
   
-
   
$
-
     
-
     
121,906
9/1/13-9/30/13
   
-
   
$
-
     
-
     
121,906
Quarter ended 9/30/13
   
-
   
$
-
     
-
     
121,906
 
(1) On December 19, 2012, the Corporation’s Board of Directors approved a stock repurchase plan authorizing the purchase of up to 125,000
shares of the Corporation's outstanding common stock.  This plan replaces the plan approved on November 2009, which expired in November
2012.  Purchases may be made from time to time on the open-market or in private negotiated transactions and will be at the discretion of
management.  As of September 30, 2013, a total of 3,094 shares had been purchased under this plan.
 
 

 
54

 


ITEM 6.
EXHIBITS
 
The following exhibits are either filed with this Form 10-Q or are incorporated herein by reference. The Corporation’s Securities Exchange Act File number is 000-13888.
   
 
3.1  Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984.  (Filed as Exhibit 3.1 to Registrant’s Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference).
   
 
3.2  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988.  (Filed as Exhibit 3.2 to Registrant's Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference).
   
 
3.3  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998.  (Filed as Exhibit 3.4 of the Registrant's Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
   
 
3.4  Amended and Restated Bylaws of the Registrant, as amended to May 16, 2012. (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2012 and incorporated herein by reference).
   
 
31.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
   
 
31.2  Certification of Chief Financial Officer and Treasurer 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 Chief Financial Officer and Treasurer 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*
*
Filed herewith.


 
55

 

SIGNATURES

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


CHEMUNG FINANCIAL CORPORATION

DATED:  November 7, 2013
By:  /s/ Ronald M. Bentley
 
Ronald M. Bentley, President and Chief Executive Officer
(Principal Executive Officer)


DATED:   November 7, 2013
By:  /s/ Karl F. Krebs
 
Karl F. Krebs, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)


 
56

 

EXHIBIT INDEX
The following exhibits are either filed with this Form 10-Q or are incorporated herein by reference. The Corporation’s Securities Exchange Act File number is 000-13888

3.1  Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984.  (Filed as Exhibit 3.1 to Registrant’s Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference).
 
3.2  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988.  (Filed as Exhibit 3.2 to Registrant's Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference).
 
3.3  Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998.  (Filed as Exhibit 3.4 of the Registrant's Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
 
3.4  Amended and Restated Bylaws of the Registrant, as amended to May 16, 2012. (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2012 and incorporated herein by reference).
 
31.1  Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
 
31.2  Certification of Chief Financial Officer and Treasurer 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 Chief Financial Officer and Treasurer 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*