EVANS BANCORP INC - Quarter Report: 2014 March (Form 10-Q)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended March 31, 2014

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 001-35021

EVANS BANCORP, INC. .

(Exact name of registrant as specified in its charter)

New York 16-1332767

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

One Grimsby Drive, Hamburg, NY 14075

(Address of principal executive offices) (Zip Code)

(716) 926-2000 .

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed

since last report)

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 ☒ 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 ☒ 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if smaller reporting company)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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $.50 par value: 4,170,621 shares as of April 30, 2014

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INDEX

EVANS BANCORP, INC. AND SUBSIDIARIES


PART 1. FINANCIAL INFORMATION		PAGE

Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets – March 31, 2014 and December 31, 2013	1

	Unaudited Consolidated Statements of Income – Three months ended March 31, 2014 and 2013	2

	Unaudited Statements of Consolidated Comprehensive Income – Three months ended March 31, 2014 and 2013	3

	Unaudited Consolidated Statements of Changes in Stockholder’s Equity – Three months ended March 31, 2014 and 2013	4

	Unaudited Consolidated Statements of Cash Flows – Three months ended March 31, 2014 and 2013	5

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 6.	Exhibits	44

	SIGNATURES	45

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2014 AND DECEMBER 31, 2013
(in thousands, except share and per share amounts)
	March 31,		December 31,
	2014		2013
ASSETS
Cash and due from banks	$	16,743	$	14,698
Interest-bearing deposits at banks		30,102		27,256
Securities:
Available for sale, at fair value (amortized cost: $93,698 at March 31, 2014;		94,598		99,665
$99,353 at December 31, 2013)
Held to maturity, at amortized cost (fair value: $2,322 at March 31, 2014;		2,373		2,384
$2,319 at December 31, 2013)
Federal Home Loan Bank common stock, at amortized cost		1,364		1,364
Federal Reserve Bank common stock, at amortized cost		1,476		1,467

Loans and leases, net of allowance for loan and lease losses of $11,734 at March 31, 2014
and $11,503 at December 31, 2013		648,961		635,493
Properties and equipment, net of accumulated depreciation of $14,499 at March 31, 2014
and $14,226 at December 31, 2013		11,117		11,163
Goodwill		8,101		8,101
Intangible assets		67		108
Bank-owned life insurance		19,986		19,840
Other assets		11,988		11,959

TOTAL ASSETS	$	846,876	$	833,498

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand	$	139,975	$	139,973
NOW		79,531		65,927
Regular savings		393,735		390,575
Time		108,702		110,137

Total deposits		721,943		706,612

Securities sold under agreement to repurchase		11,374		13,351
Other short term borrowings		9,000		9,000
Other liabilities		12,712		12,493
Junior subordinated debentures		11,330		11,330

Total liabilities		766,359		752,786

CONTINGENT LIABILITIES AND COMMITMENTS

STOCKHOLDERS' EQUITY:
Common stock, $.50 par value, 10,000,000 shares authorized;
4,211,476 and 4,208,459 shares issued at March 31, 2014 and December 31, 2013,
respectively, and 4,147,666 and 4,201,362 outstanding at March 31, 2014
and December 31, 2013, respectively		2,108		2,106
Capital surplus		42,710		42,619
Treasury stock, at cost, 62,983 shares and 4,906 at March 31, 2014 and
December 31, 2013, respectively		(1,498)		(120)
Retained earnings		38,078		37,370
Accumulated other comprehensive (loss) gain, net of tax		(881)		(1,263)
Total stockholders' equity		80,517		80,712

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	846,876	$	833,498

See Notes to Unaudited Consolidated Financial Statements

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands, except share and per share amounts)
	Three Months Ended March 31,
	2014		2013
INTEREST INCOME
Loans and leases	$	7,510	$	7,252
Interest bearing deposits at banks		15		18
Securities:
Taxable		449		417
Non-taxable		245		269
Total interest income		8,219		7,956
INTEREST EXPENSE
Deposits		756		890
Other borrowings		86		161
Junior subordinated debentures		79		79
Total interest expense		921		1,130
NET INTEREST INCOME		7,298		6,826
PROVISION FOR LOAN AND LEASE LOSSES		153		450
NET INTEREST INCOME AFTER
PROVISION FOR LOAN AND LEASE LOSSES		7,145		6,376
NON-INTEREST INCOME
Bank charges		461		482
Insurance service and fees		2,132		1,999
Data center income		107		114
Gain on loans sold		-		25
Bank-owned life insurance		145		113
Other		550		577
Total non-interest income		3,395		3,310
NON-INTEREST EXPENSE
Salaries and employee benefits		4,695		4,289
Occupancy		743		816
Repairs and maintenance		176		178
Advertising and public relations		222		124
Professional services		518		454
Technology and communications		300		291
Amortization of intangibles		41		63
FDIC insurance		162		138
Other		761		723
Total non-interest expense		7,618		7,076
INCOME BEFORE INCOME TAXES		2,922		2,610
INCOME TAX PROVISION		909		794
NET INCOME	$	2,013	$	1,816

Net income per common share-basic	$	0.48	$	0.44
Net income per common share-diluted	$	0.47	$	0.43
Cash dividends per common share	$	0.31	$	-
Weighted average number of common shares outstanding		4,200,519		4,173,978
Weighted average number of diluted shares outstanding		4,284,016		4,210,595

See Notes to Unaudited Consolidated Financial Statements

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands, except share and per share amounts)
	Three Months Ended March 31,
	2014			2013

NET INCOME		$	2,013		$	1,816

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on available-for-sale securities:
Unrealized gain (loss) on available-for-sale securities	361			(261)
Less: Reclassification of gain on sale of securities	-			-
			361			(261)

Defined benefit pension plans:
Amortization of prior service cost	5			10
Amortization of actuarial loss	16			27
Total			21			37

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX			382			(224)

COMPREHENSIVE INCOME		$	2,395		$	1,592

See Notes to Unaudited Consolidated Financial Statements

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands, except share and per share amounts)

							Accumulated
							Other
	Common		Capital		Retained		Comprehensive		Treasury
	Stock		Surplus		Earnings		Income (Loss)		Stock		Total
Balance, December 31, 2012	$	2,087	$	42,029	$	30,611	$	101	$	-	$	74,828
Net Income						1,816						1,816
Other comprehensive (loss)								(224)				(224)
Stock options and restricted stock expense				75								75
Issued 18,784 restricted shares		9		(9)								-
Balance, March 31, 2013	$	2,096	$	42,095	$	32,427	$	(123)	$	-	$	76,495

Balance, December 31, 2013	$	2,106	$	42,619	$	37,370	$	(1,263)	$	(120)	$	80,712
Net Income						2,013						2,013
Other comprehensive income (loss)								382				382
Cash dividends ($0.31 per common share)						(1,305)						(1,305)
Stock options and restricted stock expense				99								99
Excess tax expense from stock-based compensation				21								21
Issued 3,017 restricted shares		2		(2)								-
Repurchased 59,800 shares										(1,436)		(1,436)
Reissued 3,087 shares in stock option exercise				(27)						58		31
Balance, March 31, 2014	$	2,108	$	42,710	$	38,078	$	(881)	$	(1,498)	$	80,517

See Notes to Unaudited Consolidated Financial Statements

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ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands)
	Three Months Ended March 31,
		2014		2013
OPERATING ACTIVITIES:
Interest received	$	8,105	$	7,638
Fees received		3,388		3,301
Interest paid		(937)		(1,147)
Cash paid to employees and vendors		(8,368)		(8,009)
Cash contributed to pension plan		-		(95)
Income taxes paid		(960)		(461)
Proceeds from sale of loans held for resale		-		776
Originations of loans held for resale		(123)		(233)

Net cash provided by operating activities		1,105		1,770

INVESTING ACTIVITIES:
Available for sales securities:
Purchases		-		(3,487)
Proceeds from maturities, calls, and payments		5,543		3,759
Held to maturity securities:
Proceeds from maturities, calls, and payments		11		11
Additions to properties and equipment		(226)		(47)
Net increase in loans		(13,493)		(5,865)

Net cash used in investing activities		(8,165)		(5,629)

FINANCING ACTIVITIES:
Proceeds from (repayments of) borrowings		(1,977)		(5,328)
Net increase in deposits		15,333		19,308
Repurchase of treasury stock		(1,436)		-
Reissuance of treasury stock		31		-

Net cash provided by financing activities		11,951		13,980

Net increase (decrease) in cash and equivalents		4,891		10,121

CASH AND CASH EQUIVALENTS:
Beginning of period		41,954		90,477

End of period	$	46,845	$	100,598

(continued)

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands)
	Three Months Ended March 31,
		2014		2013
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:

Net income	$	2,013	$	1,816

Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		382		567
Deferred tax expense (benefit)		(13)		109
Provision for loan and lease losses		153		450
Gain on loans sold		-		(25)
Stock options and restricted stock expense		99		75
Proceeds from sale of loans held for resale		-		776
Originations of loans held for resale		(123)		(233)
Cash contributed to pension plan		-		(95)
Changes in assets and liabilities affecting cash flow:
Other assets		(613)		(699)
Other liabilities		(793)		(971)

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	1,105	$	1,770

See Notes to Unaudited Consolidated Financial Statements

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PART 1 – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

EVANS BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2014 AND 2013

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies followed by Evans Bancorp, Inc. (the “Company”), a financial holding company, and its two direct, wholly-owned subsidiaries: (i) Evans Bank, National Association (the “Bank”), and the Bank’s subsidiaries, Evans National Leasing, Inc. (“ENL”), Evans National Holding Corp. (“ENHC”) and Suchak Data Systems, LLC (“SDS”); and (ii) Evans National Financial Services, LLC (“ENFS”), and ENFS’s subsidiary, The Evans Agency, LLC (“TEA”), and TEA’s subsidiaries, Frontier Claims Services, Inc. (“FCS”) and ENB Associates Inc. (“ENBA”), in the preparation of the accompanying interim unaudited consolidated financial statements conform with U.S. generally accepted accounting principles (“GAAP”) and with general practice within the industries in which it operates. Except as the context otherwise requires, the Company and its direct and indirect subsidiaries are collectively referred to in this report as the “Company.”

The results of operations for the three month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

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2. SECURITIES

The amortized cost of securities and their approximate fair value at March 31, 2014 and December 31, 2013 were as follows:




	March 31, 2014
	(in thousands)

	Amortized		Unrealized				Fair
	Cost		Gains		Losses		Value

Available for Sale:
Debt securities:
U.S. government agencies	$	28,075	$	394	$	(457)	$	28,012
States and political subdivisions		31,066		979		(107)		31,938
Total debt securities	$	59,141	$	1,373	$	(564)	$	59,950

Mortgage-backed securities:
FNMA	$	12,698	$	388	$	(32)	$	13,054
FHLMC		6,865		112		(108)		6,869
GNMA		7,212		143		(70)		7,285
CMO		7,782		8		(350)		7,440
Total mortgage-backed securities	$	34,557	$	651	$	(560)	$	34,648

Total securities designated as available for sale	$	93,698	$	2,024	$	(1,124)	$	94,598

Held to Maturity:
Debt securities
States and political subdivisions	$	2,373	$	7	$	(58)	$	2,322

Total securities designated as held to maturity	$	2,373	$	7	$	(58)	$	2,322



	December 31, 2013
	(in thousands)

	Amortized		Unrealized				Fair
	Cost		Gains		Losses		Value

Available for Sale:
Debt securities:
U.S. government agencies	$	32,176	$	439	$	(623)	$	31,992
States and political subdivisions		31,266		802		(188)		31,880
Total debt securities	$	63,442	$	1,241	$	(811)	$	63,872

Mortgage-backed securities:
FNMA	$	13,204	$	354	$	(57)	$	13,501
FHLMC		7,156		109		(147)		7,118
GNMA		7,570		99		(96)		7,573
CMO		7,981		9		(389)		7,601
Total mortgage-backed securities	$	35,911	$	571	$	(689)	$	35,793

Total securities designated as available for sale	$	99,353	$	1,812	$	(1,500)	$	99,665

Held to Maturity:
Debt securities
States and political subdivisions	$	2,384	$	6	$	(71)	$	2,319

Total securities designated as held to maturity	$	2,384	$	6	$	(71)	$	2,319

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Available for sale securities with a total fair value of $93.6 million and $71.1 million at March 31, 2014 and December 31, 2013, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law.

The Company uses the Federal Home Loan Bank of New York (“FHLBNY”) as its primary source of overnight funds and also has several long-term advances with FHLBNY. The Company had a total of $9 million in borrowed funds with FHLBNY at March 31, 2014 and December 31, 2013, respectively. The Company has placed sufficient collateral in the form of residential and commercial real estate loans at FHLBNY that meet FHLB collateral requirements. As a member of the Federal Home Loan Bank (“FHLB”) System, the Bank is required to hold stock in FHLBNY. The Bank held $1.4 million in FHLBNY stock as of March 31, 2014 and December 31, 2013 at amortized cost. The Company regularly evaluates investments in FHLBNY for impairment, considering liquidity, operating performance, capital position, stock repurchase and dividend history. At this time, the Company does not believe any impairment in FHLBNY stock is warranted.

The scheduled maturities of debt and mortgage-backed securities at March 31, 2014 and December 31, 2013 are summarized below. All maturity amounts are contractual maturities. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations with or without call premiums.




	March 31, 2014				December 31, 2013
	Amortized		Estimated		Amortized		Estimated
	cost		fair value		cost		fair value
		(in thousands)				(in thousands)

Debt securities available for sale:

Due in one year or less	$	547	$	557	$	447	$	454
Due after one year through five years		25,494		26,215		23,732		24,419
Due after five years through ten years		25,490		25,280		31,450		30,946
Due after ten years		7,610		7,898		7,813		8,053
		59,141		59,950		63,442		63,872

Mortgage-backed securities
available for sale		34,557		34,648		35,911		35,793

Total available for sale securities	$	93,698	$	94,598	$	99,353	$	99,665

Debt securities held to maturity:

Due in one year or less	$	1,023	$	1,021	$	1,023	$	1,020
Due after one year through five years		172		174		178		179
Due after five years through ten years		1,059		1,020		1,064		1,015
Due after ten years		119		107		119		105
		2,373		2,322		2,384		2,319

Total held to maturity securities	$	2,373	$	2,322	$	2,384	$	2,319

Information regarding unrealized losses within the Company’s available for sale securities at March 31, 2014 and December 31, 2013, is summarized below. The securities are primarily U.S. government-guaranteed agency securities or municipal securities. All unrealized losses are considered temporary and related to market interest rate fluctuations.

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		March 31, 2014

		Less than 12 months				12 months or longer				Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses
		(in thousands)
Available for Sale:
Debt securities:
U.S. government agencies	$	8,686	$	(352)	$	1,894	$	(105)	$	10,580	$	(457)
States and political subdivisions		6,662		(81)		601		(26)		7,263		(107)
Total debt securities	$	15,348	$	(433)	$	2,495	$	(131)	$	17,843	$	(564)

Mortgage-backed securities:
FNMA	$	4,657	$	(32)	$	-	$	-	$	4,657	$	(32)
FHLMC		2,564		(24)		1,665		(84)		4,229		(108)
GNMA		2,582		(70)		-		-		2,582		(70)
CMO'S		6,362		(350)		-		-		6,362		(350)
Total mortgage-backed securities	$	16,165	$	(476)	$	1,665	$	(84)	$	17,830	$	(560)

Held To Maturity:
Debt securities:
States and political subdivisions	$	1,234	$	(16)	$	551	$	(42)	$	1,785	$	(58)

Total temporarily impaired
securities	$	32,747	$	(925)	$	4,711	$	(257)	$	37,458	$	(1,182)



		December 31, 2013

		Less than 12 months				12 months or longer				Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses
		(in thousands)
Available for Sale:
Debt securities:
U.S. government agencies	$	10,553	$	(486)	$	1,863	$	(137)	$	12,416	$	(623)
States and political subdivisions		7,953		(150)		590		(38)		8,543		(188)
Total debt securities	$	18,506	$	(636)	$	2,453	$	(175)	$	20,959	$	(811)

Mortgage-backed securities:
FNMA	$	4,819	$	(57)	$	21	$	-	$	4,840	$	(57)
FHLMC		2,677		(46)		1,700		(101)		4,377		(147)
GNMA		2,751		(96)		-		-		2,751		(96)
CMO'S		6,466		(389)		-		-		6,466		(389)
Total mortgage-backed securities	$	16,713	$	(588)	$	1,721	$	(101)	$	18,434	$	(689)

Held To Maturity:
Debt securities:
States and political subdivisions	$	1,210	$	(24)	$	504	$	(47)	$	1,714	$	(71)

Total temporarily impaired
securities	$	36,429	$	(1,248)	$	4,678	$	(323)	$	41,107	$	(1,571)

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In regard to municipal securities, the Company’s general investment policy is that in-state securities must be rated at least Moody’s Baa (or equivalent) at the time of purchase. The Company reviews the ratings report and municipality financial statements and prepares a pre-purchase analysis report before the purchase of any municipal securities. Out-of-state issues must be rated by Moody’s at least Aa (or equivalent) at the time of purchase. The Company did not own any out-of-state municipal bonds at March 31, 2014 or December 31, 2013. Bonds rated below A are reviewed periodically to ensure their continued credit worthiness. While purchase of non-rated municipal securities is permitted under the Company’s investment policy, such purchases are limited to bonds issued by municipalities in the Company’s general market area. Those municipalities are typically customers of the Bank whose financial situation is familiar to management. The financial statements of the issuers of non-rated securities are reviewed by the Bank and a credit file of the issuers is kept on each non-rated municipal security with relevant financial information.

Although concerns have been raised in the marketplace recently about the health of municipal bonds, the Company has not experienced any significant credit troubles in this portfolio and does not believe any credit troubles are imminent with respect to its portfolio. Aside from the non-rated municipal securities to local municipalities discussed above that are considered held-to-maturity, all of the Company’s available-for-sale municipal bonds are investment-grade government obligation (“G.O.”) bonds. G.O. bonds are generally considered safer than revenue bonds because they are backed by the full faith and credit of the government while revenue bonds rely on the revenue produced by a particular project. All of the Company’s municipal bonds are issued by municipalities in New York State. To the Company’s knowledge, there has never been a default of a NY G.O. in the history of the state. The Company believes that its risk of loss on default of a G.O. municipal bond for the Company is relatively low. However, historical performance does not guarantee future performance.

Management has assessed the securities available for sale in an unrealized loss position at March 31, 2014 and December 31, 2013 and determined the decline in fair value below amortized cost to be temporary. In making this determination, management considered the period of time the securities were in a loss position, the percentage decline in comparison to the securities’ amortized cost, and the financial condition of the issuer (primarily government or government-sponsored enterprises). In addition, management does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost. Management believes the decline in fair value is primarily related to market interest rate fluctuations and not to the credit deterioration of the individual issuers.

The Company had not recorded any other-than-temporary impairment (“OTTI”) charges as of March 31, 2014 and did not record any OTTI charges during 2013. The gross unrealized losses in the Company’s securities portfolio were at an immaterial level during each of those periods. Nevertheless, it remains possible that there could be deterioration in the asset quality of the securities portfolio in the future. The credit worthiness of the Company’s portfolio is largely reliant on the ability of U.S. government sponsored agencies such as FHLB, Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”), and Federal Home Loan Mortgage Corporation (“FHLMC”), and municipalities throughout New York State to meet their obligations. In addition, dysfunctional markets could materially alter the liquidity, interest rate, and pricing risk of the portfolio. The relatively stable past performance is not a guarantee for similar performance of the Company’s securities portfolio going forward.

3. FAIR VALUE MEASUREMENTS

The Company follows the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures.” Those provisions relate to financial assets and liabilities carried at fair value and fair value disclosures related to financial assets and liabilities. ASC Topic 820 defines fair value and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There are three levels of inputs to fair value measurements:

Level 1, meaning the use of quoted prices for identical instruments in active markets;

Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and

Level 3, meaning the use of unobservable inputs.

Observable market data should be used when available.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

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The following table presents for each of the fair-value hierarchy levels as defined in this footnote, those financial instruments which are measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013:




(in thousands)		Level 1		Level 2		Level 3		Fair Value

March 31, 2014
Securities available-for-sale:
U.S. government agencies	$	-	$	28,012	$	-	$	28,012
States and political subdivisions		-		31,938		-		31,938
Mortgage-backed securities		-		34,648		-		34,648
Mortgage servicing rights		-		-		471		471

December 31, 2013
Securities available-for-sale:
U.S. government agencies	$	-	$	31,992	$	-	$	31,992
States and political subdivisions		-		31,880		-		31,880
Mortgage-backed securities		-		35,793		-		35,793
Mortgage servicing rights		-		-		509		509

Securities available for sale

Fair values for securities are determined using independent pricing services and market-participating brokers. The Company’s independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. In addition, model processes, such as the Option Adjusted Spread model, are used to assess interest rate impact and develop prepayment scenarios. The models and the process take into account market convention. For each asset class, a team of evaluators gathers information from market sources and integrates relevant credit information, perceived market movements and sector news into the evaluated pricing applications and models. The company’s service provider may occasionally determine that it does have not sufficient verifiable information to value a particular security. In these cases the Company will utilize valuations from another pricing service.

Management believes that it has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control. On a quarterly basis, the Company reviews changes in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. Additionally, on an annual basis, the Company has its entire security portfolio priced by a second pricing service to determine consistency with another market evaluator. If, on the Company’s review or in comparing with another servicer, a material difference between pricing evaluations were to exist, the Company may submit an inquiry to the service provider regarding the data used to value a particular security. If the Company determines it has market information that would support a different valuation than the initial evaluation it can submit a challenge for a change to that security’s valuation. There were no material differences in valuations noted in the first quarter of 2014 or during fiscal year 2013.

Securities available for sale are classified as Level 2 in the fair value hierarchy as the valuation provided by the third-party provider uses observable market data.

Mortgage servicing rights

Mortgage servicing rights (“MSRs”) do not trade in an active, open market with readily observable prices. Accordingly, the Company obtains the fair value of the MSRs using a third-party pricing provider. The provider determines the fair value by discounting projected net servicing cash flows of the remaining servicing portfolio. The valuation model used by the provider considers market loan prepayment predictions and other economic factors which management considers to be significant unobservable inputs. The fair value of MSRs is mostly affected by changes in mortgage interest rates since rate changes cause the loan prepayment acceleration factors to increase or decrease. All assumptions are market driven. Management has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of MSRs to enable management to maintain an appropriate system of internal control. Mortgage servicing rights are classified within Level 3 of the fair value hierarchy as the valuation is model driven and primarily based on unobservable inputs.

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The following table summarizes the changes in fair value for mortgage servicing rights during the three month periods ended March 31, 2014 and 2013, respectively:



	Three months ended March 31,
	2014		2013
Mortgage servicing rights - December 31	$	509	$	467
Gains (losses) included in earnings		(38)		(20)
Additions from loan sales		-		8
Mortgage servicing rights - March 31	$	471	$	455

Quantitative information about the significant unobservable inputs used in the fair value measurement of MSRs at the respective dates is as follows:




	3/31/2014		12/31/2013
Servicing fees	0.25	%	0.25	%
Discount rate	10.04	%	10.04	%
Prepayment rate (CPR)	9.86	%	9.31	%

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The following table presents for each of the fair-value hierarchy levels as defined in this footnote, those financial instruments which are measured at fair value on a nonrecurring basis at March 31, 2014 and December 31, 2013:




(in thousands)		Level 1	Level 2	Level 3		Fair Value

March 31, 2014
Impaired loans	$	-	-	16,862	$	16,862

December 31, 2013
Impaired loans	$	-	-	17,378	$	17,378

Impaired loans

The Company evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which ranges from 10%-50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

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The Company has an appraisal policy in which appraisals are obtained upon a commercial loan being downgraded on the Company internal loan rating scale to a 5 (special mention) or a 6 (substandard) depending on the amount of the loan, the type of loan and the type of collateral. All impaired commercial loans are either graded a 6 or 7 on the internal loan rating scale. For consumer loans, the Company obtains appraisals when a loan becomes 90 days past due or is determined to be impaired, whichever occurs first. Subsequent to the downgrade or reaching 90 days past due, if the loan remains outstanding and impaired for at least one year more, management may require another follow-up appraisal. Between receipts of updated appraisals, if necessary, management may perform an internal valuation based on any known changing conditions in the marketplace such as sales of similar properties, a change in the condition of the collateral, or feedback from local appraisers. Impaired loans had a gross value of $18.3 million, with a valuation allowance of $1.4 million, at March 31, 2014, compared to a gross value for impaired loans of $18.9 million, with a valuation allowance of $1.5 million, at December 31, 2013.

FAIR VALUE OF FINANCIAL INSTRUMENTS

At March 31, 2014 and December 31, 2013, the estimated fair values of the Company’s financial instruments, including those that are not measured and reported at fair value on a recurring basis or nonrecurring basis, were as follows:




	March 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
		(in thousands)				(in thousands)
Financial assets:
Level 1:
Cash and cash equivalents	$	46,845	$	46,845	$	41,954	$	41,954
Level 2:
Available for sale securities		94,598		94,598		99,665		99,665
FHLB and FRB stock		2,840		2,840		2,831		2,831
Level 3:
Held to maturity securities		2,373		2,322		2,384		2,319
Loans and leases, net		648,961		659,755		635,493		640,770
Mortgage servicing rights		471		471		509		509

Financial liabilities:
Level 1:
Demand deposits	$	139,975	$	139,975	$	139,973	$	139,973
NOW deposits		79,531		79,531		65,927		65,927
Regular savings deposits		393,735		393,735		390,575		390,575
Junior subordinated debentures		11,330		11,330		11,330		11,330
Commitments to extend credit		360		360		401		401
Securities sold under agreement to
repurchase		11,374		11,374		13,351		13,351
Level 2:
Other borrowed funds		9,000		9,105		9,000		9,171
Level 3:
Time deposits		108,702		110,654		110,137		112,270

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate that value.

Cash and Cash Equivalents. For these short-term instruments, the carrying amount is a reasonable estimate of fair value. “Cash and Cash Equivalents” includes interest-bearing deposits at other banks.

FHLB and FRB stock. The carrying value of FHLB and FRB stock approximate fair value.

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Securities held to maturity. The Company holds certain municipal bonds as held-to-maturity. These bonds are generally small in dollar amount and are issued only by certain local municipalities within the Company’s market area. The original terms are negotiated directly and on an individual basis consistent with our loan and credit guidelines. These bonds are not traded on the open market and management intends to hold the bonds to maturity. The fair value of held-to-maturity securities is estimated by discounting the future cash flows using the current rates at which similar agreements would be made with municipalities with similar credit ratings and for the same remaining maturities.

Loans and Leases, net. The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, net of the appropriate portion of the allowance for loan losses. For variable rate loans, the carrying amount is a reasonable estimate of fair value. This fair value calculation is not necessarily indicative of the exit price, as defined in ASC 820.

Deposits. The fair value of demand deposits, NOW accounts, muni-vest accounts and regular savings accounts is the amount payable on demand at the reporting date. The fair value of time deposits is estimated using the rates currently offered for deposits of similar remaining maturities.

Junior Subordinated Debentures. The carrying amount of Junior Subordinated Debentures is a reasonable estimate of fair value due to the fact that they bear a floating interest rate that adjusts on a quarterly basis.

Commitments to extend credit and standby letters of credit. As described in Note 8 - “Contingent Liabilities and Commitments” to these Unaudited Consolidated Financial Statements, the Company was a party to financial instruments with off-balance sheet risk at March 31, 2014 and December 31, 2013. Such financial instruments consist of commitments to extend permanent financing and letters of credit. If the options are exercised by the prospective borrowers, these financial instruments will become interest-earning assets of the Company. If the options expire, the Company retains any fees paid by the counterparty in order to obtain the commitment or guarantee. The fees collected for these commitments are recorded as “unearned commitment fees” in Other Liabilities. The carrying value approximates the fair value.

Securities Sold Under Agreement to Repurchase. The fair value of the securities sold under agreement to repurchase approximates its carrying value.

Other Borrowed Funds. The fair value of the short-term portion of other borrowed funds approximates its carrying value. The fair value of the long-term portion of other borrowed funds is estimated using a discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

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4. LOANS, LEASES, AND THE ALLOWANCE FOR LOAN AND LEASE LOSSES

Loan and Lease Portfolio Composition

The following table presents selected information on the composition of the Company’s loan and lease portfolio as of the dates indicated:




	March 31, 2014		December 31, 2013
Mortgage loans on real estate:		(in thousands)
Residential Mortgages	$	96,435	$	94,027
Commercial and multi-family		364,012		361,247
Construction-Residential		1,933		1,509
Construction-Commercial		27,761		23,902
Home equities		57,364		57,228
Total real estate loans		547,505		537,913

Commercial and industrial loans		110,944		106,952
Consumer loans		1,054		938
Other		541		323
Net deferred loan origination costs		651		870
Total gross loans		660,695		646,996

Allowance for loan losses		(11,734)		(11,503)

Loans, net	$	648,961	$	635,493

The Bank sells certain fixed rate residential mortgages to FNMA, while maintaining the servicing rights for those mortgages. In the three month period ended March 31, 2014, the Bank did not sell any mortgages to FNMA, as compared with $0.8 million sold during the three month period ended March 31, 2013. At March 31, 2014, the Bank had a loan servicing portfolio principal balance of $62.3 million upon which it earns servicing fees, as compared with $63.5 million at December 31, 2013. The value of the mortgage servicing rights for that portfolio was $0.5 million at March 31, 2014 and December 31, 2013. At March 31, 2014, there were $0.1 million in residential mortgage loans held-for-sale, compared with no residential mortgages held for sale at December 31, 2013. The Company had no commercial loans held-for-sale at March 31, 2014 or December 31, 2013. The Company has never been contacted by FNMA to repurchase any loans due to improper documentation or fraud.

As noted in Note 1, these financial statements should be read in conjunction with the Audited Consolidated Financial Statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. Disclosures related to the basis for accounting for loans and leases, the method for recognizing interest income on loans and leases, the policy for placing loans and leases on nonaccrual status and the subsequent recording of payments and resuming accrual of interest, the policy for determining past due status, a description of the Company’s accounting policies and methodology used to estimate the allowance for loan and lease losses, the policy for charging off loans and leases, the accounting policies for impaired loans, and more descriptive information on the Company’s credit risk ratings are all contained in the Notes to the Audited Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Unless otherwise noted in this Form 10-Q, the policies and methodology described in the Annual Report for the year ended December 31, 2013 are consistent with those utilized by the Company in the three months ended March 31, 2014.

Credit Quality Indicators

The Bank monitors the credit risk in its loan portfolio by reviewing certain credit quality indicators (“CQI”). The primary CQI for its commercial mortgage and commercial and industrial (“C&I”) portfolios is the individual loan’s credit risk rating. The following list provides a description of the credit risk ratings that are used internally by the Bank when assessing the adequacy of its allowance for loan and lease losses:

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1-3-Pass

4-Watch

5-O.A.E.M. (Other Assets Especially Mentioned) or Special Mention

6-Substandard

7-Doubtful

8-Loss

The Company’s consumer loans, including residential mortgages and home equities, and commercial leases are not individually risk rated or reviewed in the Company’s loan review process. Consumers are not required to provide the Company with updated financial information as is a commercial customer. Consumer loans also carry smaller balances. Given the lack of updated information since the initial underwriting of the loan and small size of individual loans, the Company uses delinquency status as the credit quality indicator for consumer loans.

The following tables provide data, at the class level, of credit quality indicators of certain loans and leases for the dates specified:




March 31, 2014
(in thousands)
Corporate Credit Exposure – By Credit Rating	Commercial Real Estate Construction		Commercial and Multi-Family Mortgages		Total Commercial Real Estate		Commercial and Industrial
3	$	21,053	$	304,058	$	325,111	$	78,869
4		5,443		42,162		47,605		18,988
5		-		13,649		13,649		9,046
6		1,265		3,911		5,176		3,858
7		-		232		232		183
Total	$	27,761	$	364,012	$	391,773	$	110,944




December 31, 2013
(in thousands)
Corporate Credit Exposure – By Credit Rating	Commercial Real Estate Construction		Commercial and Multi-Family Mortgages		Total Commercial Real Estate		Commercial and Industrial
3	$	19,086	$	297,819	$	316,905	$	78,294
4		3,283		47,584		50,867		15,194
5		-		4,028		4,028		9,468
6		1,533		11,479		13,012		3,744
7		-		337		337		252
Total	$	23,902	$	361,247	$	385,149	$	106,952

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Past Due Loans and Leases

The following tables provide an analysis of the age of the recorded investment in loans and leases that are past due as of the dates indicated:




March 31, 2014
(in thousands)
															Non-accruing
							Total Past		Current		Total		90+ Days		Loans and
	30-59 days		60-89 days		90+ days		Due		Balance		Balance		Accruing		Leases

Commercial and
industrial	$	4,108	$	-	$	69	$	4,177	$	106,767	$	110,944	$	-	$	2,808
Residential real estate:
Residential		633		22		886		1,541		94,894		96,435		-		943
Construction		-		-		-		-		1,933		1,933		-		-

Commercial real estate:
Commercial		4,515		-		75		4,590		359,422		364,012		-		977
Construction		-		-		-		-		27,761		27,761		-		-
Home equities		881		249		129		1,259		56,105		57,364		-		445
Direct financing leases		-		-		29		29		-		-		-		29
Consumer		1		1		-		2		1,052		1,054		-		18
Other		-		-		-		-		541		541		-		-
Total Loans	$	10,138	$	272	$	1,188	$	11,598	$	648,475	$	660,044	$	-	$	5,220

NOTE: Loan and lease balances do not include $651 thousand in net deferred loan and lease origination costs as of March 31, 2014.

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December 31, 2013
(in thousands)
															Non-accruing
							Total Past		Current		Total		90+ Days		Loans and
	30-59 days		60-89 days		90+ days		Due		Balance		Balance		Accruing		Leases

Commercial and
industrial	$	197	$	447	$	358	$	1,002	$	105,950	$	106,952	$	-	$	2,970
Residential real estate:
Residential		392		72		915		1,379		92,648		94,027		-		1,376
Construction		-		-		-		-		1,509		1,509		-		-

Commercial real estate:
Commercial		6,976		1,050		75		8,101		353,146		361,247		-		8,873
Construction		-		-		-		-		23,902		23,902		-		-
Home equities		100		267		76		443		56,785		57,228		-		447
Direct financing leases		1		2		47		50		-		-		-		47
Consumer		1		21		-		22		916		938		-		20
Other		-		-		-		-		323		323		-		-
Total Loans	$	7,667	$	1,859	$	1,471	$	10,997	$	635,179	$	646,126	$	-	$	13,733

NOTE: Loan and lease balances do not include $870 thousand in net deferred loan and lease origination costs as of December 31, 2013.

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Allowance for loan and lease losses

The following tables present the activity in the allowance for loan and lease losses according to portfolio segment, for the three month periods ended March 31, 2014 and 2013:




March 31, 2014

(in thousands)	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer **		Residential Mortgages*		HELOC		Direct Financing Leases		Unallocated		Total
Allowance for loan
and lease losses:
Beginning balance	$	4,489	$	4,912	$	37	$	1,038	$	878	$	-	$	149	$	11,503
Charge-offs		(57)		-		(6)		-		(1)		-		-		(64)
Recoveries		28		29		2		-		-		83		-		142
Provision		63		167		3		(1)		4		(83)		-		153
Ending balance	$	4,523	$	5,108	$	36	$	1,037	$	881	$	-	$	149	$	11,734

Allowance for loan
and lease losses:
Ending balance:
Individually evaluated
for impairment	$	1,182	$	210	$	19	$	-	$	-	$	-	$	-	$	1,411
Collectively evaluated
for impairment		3,341		4,898		17		1,037		881		-		149		10,323
Total	$	4,523	$	5,108	$	36	$	1,037	$	881	$	-	$	149	$	11,734

Loans and leases:
Ending balance:
Individually evaluated
for impairment	$	4,291	$	11,579	$	19	$	2,100	$	284	$	-	$	-	$	18,273
Collectively evaluated
for impairment		106,653		380,194		1,576		96,268		57,080		-		-		641,771
Total	$	110,944	$	391,773	$	1,595	$	98,368	$	57,364	$	-	$	-	$	660,044

* Includes construction loans

** Includes other loans

NOTE: Loan and lease balances do not include $651 thousand in net deferred loan and lease origination costs as of March 31, 2014.

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March 31, 2013

(in thousands)	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer **		Residential Mortgages*		HELOC		Direct Financing Leases		Unallocated		Total
Allowance for loan
and lease losses:
Beginning balance	$	3,617	$	4,493	$	18	$	662	$	746	$	47	$	149	$	9,732
Charge-offs		(10)		(13)		(10)		(6)		(91)		-		-		(130)
Recoveries		97		1		3		1		-		-		-		102
Provision		51		266		4		91		85		(47)		-		450
Ending balance	$	3,755	$	4,747	$	15	$	748	$	740	$	-	$	149	$	10,154

Allowance for loan
and lease losses:
Ending balance:
Individually evaluated
for impairment	$	387	$	412	$	4	$	5	$	7	$	-	$	-	$	815
Collectively evaluated
for impairment		3,368		4,335		11		743		733		-		149		9,339
Total	$	3,755	$	4,747	$	15	$	748	$	740	$	-	$	149	$	10,154

Loans and leases:
Ending balance:
Individually evaluated
for impairment	$	1,417	$	7,867	$	20	$	1,441	$	573	$	115	$	-	$	11,433
Collectively evaluated
for impairment		104,565		340,699		1,367		74,263		54,214		814		-		575,922
Total	$	105,982	$	348,566	$	1,387	$	75,704	$	54,787	$	929	$	-	$	587,355

* Includes construction loans

** Includes other loans

NOTE: Loan and lease balances do not include $731 thousand in net deferred loan and lease origination costs as of March 31, 2013.

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Impaired Loans and Leases

The following tables provide data, at the class level, of impaired loans and leases as of the dates indicated:




		At March 31, 2014
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
With no related allowance recorded:		(in thousands)
Commercial and industrial	$	1,162	$	1,361	$	-	$	1,337	$	33	$	9

Residential real estate:
Residential		2,100		2,334		-		2,009		-		13
Construction		-		-		-		-		-		-

Commercial real estate:
Commercial		9,747		10,147		-		9,711		-		69
Construction		330		330		-		631		-		3

Home equities		284		312		-		414		-		-

Direct financing leases		-		-		-		-		-		-

Consumer		-		-		-		-		-		-

Other		-		-		-		-		-		-

Total impaired loans and leases	$	13,623	$	14,484	$	-	$	14,102	$	33	$	94




		At March 31, 2014
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
With a related allowance recorded:		(in thousands)
Commercial and industrial	$	3,129	$	3,197	$	1,182	$	3,467	$	79	$	12

Residential real estate:
Residential		-		-		-		-		-		-
Construction		-		-		-		-		-		-

Commercial real estate:
Commercial		568		643		73		595		-		-
Construction		934		934		137		934		-		8

Home equities		-		-		-		-		-		-

Direct financing leases		-		-		-		-		-		-

Consumer		19		29		19		14		3		-

Other		-		-		-		-		-		-

Total impaired loans and leases	$	4,650	$	4,803	$	1,411	$	5,010	$	82	$	20

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		At March 31, 2014
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
Total:		(in thousands)
Commercial and industrial	$	4,291	$	4,558	$	1,182	$	4,804	$	112	$	21
		-		-		-		-		-		-
Residential real estate:
Residential		2,100		2,334		-		2,009		-		13
Construction		-		-		-		-		-		-
		-		-		-		-		-		-
Commercial real estate:
Commercial		10,315		10,790		73		10,306		-		69
Construction		1,264		1,264		137		1,565		-		11
		-		-		-		-		-		-
Home equities		284		312		-		414		-		-
		-		-		-		-		-		-
Direct financing leases		-		-		-		-		-		-
		-		-		-		-		-		-
Consumer		19		29		19		14		3		-
		-		-		-		-		-		-
Other		-		-		-		-		-		-

Total impaired loans and leases	$	18,273	$	19,287	$	1,411	$	19,112	$	115	$	114




		At December 31, 2013
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
With no related allowance recorded:		(in thousands)
Commercial and industrial	$	1,247	$	1,352	$	-	$	1,405	$	100	$	59

Residential real estate:
Residential		1,331		1,460		-		1,388		61		9
Construction		-		-		-		-		-		-

Commercial real estate:
Commercial		9,937		10,288		-		9,832		302		109
Construction		599		599		-		707		-		26

Home equities		408		438		-		402		19		4

Direct financing leases		26		27		-		29		-		-

Consumer		-		-		-		-		-		-

Other		-		-		-		-		-		-

Total impaired loans and leases	$	13,548	$	14,164	$	-	$	13,763	$	482	$	207

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		At December 31, 2013
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
With a related allowance recorded:		(in thousands)
Commercial and industrial	$	3,141	$	3,191	$	1,187	$	3,577	$	60	$	108

Residential real estate:
Residential		621		624		47		622		10		27
Construction		-		-		-		-		-		-

Commercial real estate:
Commercial		584		650		70		604		6		26
Construction		934		934		146		934		-		33

Home equities		39		39		39		39		-		2

Direct financing leases		-		-		-		-		-		-

Consumer		20		29		20		11		3		2

Other		-		-		-		-		-		-

Total impaired loans and leases	$	5,339	$	5,467	$	1,509	$	5,787	$	79	$	198




		At December 31, 2013
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Foregone		Interest Income Recognized
Total:		(in thousands)
Commercial and industrial	$	4,388	$	4,543	$	1,187	$	4,982	$	160	$	167
		-		-		-		-		-		-
Residential real estate:
Residential		1,952		2,084		47		2,010		71		36
Construction		-		-		-		-		-		-
		-		-		-		-		-		-
Commercial real estate:
Commercial		10,521		10,938		70		10,436		308		135
Construction		1,533		1,533		146		1,641		-		59
		-		-		-		-		-		-
Home equities		447		477		39		441		19		6
		-		-		-		-		-		-
Direct financing leases		26		27		-		29		-		-
		-		-		-		-		-		-
Consumer		20		29		20		11		3		2
		-		-		-		-		-		-
Other		-		-		-		-		-		-

Total impaired loans and leases	$	18,887	$	19,631	$	1,509	$	19,550	$	561	$	405

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Non-performing loans and leases

The following table sets forth information regarding non-performing loans and leases as of the dates specified:




	March 31, 2014			December 31, 2013
		(in thousands)
Non-accruing loans and leases:
Commercial and industrial loans	$	2,808		$	2,970
Residential real estate:
Residential		943			1,376
Construction		-			-
Commercial real estate:
Commercial and multi-family		977			8,873
Construction		-			-
Home equities		445			447
Direct financing leases		29			47
Consumer loans		18			20
Other		-			-
Total non-accruing loans and leases	$	5,220		$	13,733

Accruing loans 90+ days past due		-			-
Total non-performing loans and leases	$	5,220		$	13,733

Total non-performing loans and leases
to total assets		0.62	%		1.65	%
Total non-performing loans and leases
to total loans and leases		0.79	%		2.12	%

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Troubled debt restructurings

The Company had $16.5 million in loans and leases that were restructured in a troubled debt restructuring (“TDR”) at March 31, 2014, compared with $17.1 million at December 31, 2013. $3.5 million and $12.0 million of those balances were in non-accrual status at March 31, 2014 and December 31, 2013, respectively. Any TDR that is placed on non-accrual is not reverted back to accruing status until the borrower makes timely payments as contracted for at least six months and future collection under the revised terms is probable. All of the Company’s restructurings were allowed in an effort to maximize its ability to collect on loans and leases where borrowers were experiencing financial difficulty. The Company did not engage in any re-modifications during the three month periods ended March 31, 2014 and 2013.

The reserve for a TDR is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate or upon the fair value of the collateral less costs to sell, if the loan is deemed collateral dependent. This reserve methodology is used because all TDR loans are considered impaired. As of March 31, 2014, there were no commitments to lend additional funds to debtors owing on loans or leases whose terms have been modified in TDRs.

The following tables summarize the loans and leases that were classified as troubled debt restructurings as of the dates indicated:




		March 31, 2014
		($ in thousands)

		Total		Nonaccruing		Accruing		Related Allowance
Commercial and industrial	$	4,199	$	2,775	$	1,424	$	1,160

Residential real estate:
Residential		1,027		32		995		-
Construction		-		-		-		-

Commercial real estate:
Commercial and multi family		10,319		650		9,669		170
Construction		934		-		934		-

Home equities		55		55		-		-
Direct financing leases		-		-		-		-
Consumer loans		-		-		-		-
Other		-		-		-		-

Total troubled restructured loans and leases	$	16,534	$	3,512	$	13,022	$	1,330

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		December 31, 2013
		($ in thousands)

		Total		Nonaccruing		Accruing		Related Allowance
Commercial and industrial	$	4,262	$	2,903	$	1,359	$	983

Residential real estate:
Residential		1,031		454		577		-
Construction		-		-		-		-

Commercial real estate:
Commercial and multi family		10,211		8,563		1,648		33
Construction		1,533		-		1,533		-
								-
Home equities		56		56		-		-
Direct financing leases		26		12		14		-
Consumer loans		-		-		-		-
Other		-		-		-		-

Total troubled restructured loans and leases	$	17,119	$	11,988	$	5,131	$	1,016

The Company’s TDRs have various agreements that involve deferral of principal payments, or interest-only payments, for a period (usually 12 months or less) to allow the customer time to improve cash flow or sell the property. Other common types of concessions leading to the designation of a TDR are lines of credit that are termed out and extensions of maturities at rates that are less than market given the risk profile of the borrower.

The following table shows the data for TDR activity by type of concession granted to the borrower for the three month periods ended March 31, 2014 and 2013:

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	Three Months Ended March 31, 2014					Three Months Ended March 31, 2013
	($ in thousands)					($ in thousands)

Troubled Debt Restructurings by Type of Concession	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial and Industrial:
Deferral of principal	-	$	-	$	-	-	$	-	$	-
Combination of concessions	-		-		-	2		330		330
Residential Real Estate & Construction:
Extension of maturity & interest rate
reduction	-		-		-	1		28		28
Commercial Real Estate & Construction:
Deferral of principal	-		-		-	-		-		-
Extension of maturity	-		-		-	2		739		739
Home Equities:
Extension of maturity and rate reduction	-		-		-	-		-		-
Term out line of credit	-		-		-	-		-		-
Direct financing leases	-		-		-	-		-		-
Consumer loans	-		-		-	-		-		-
Other	-		-		-	-		-		-

The general practice of the Bank is to work with borrowers so that they are able to pay back their loan or lease in full. If a borrower continues to be delinquent or cannot meet the terms of a TDR and the loan or lease is determined to be uncollectible, the loan or lease will be charged off. The following table presents loans and leases which were classified as TDRs during the previous 12 months which defaulted during the three month periods ended March 31, 2014 and 2013:




	Three months ended March 31, 2014			Three months ended March 31, 2013
	($ in thousands)			($ in thousands)
Troubled Debt Restructurings	Number of	Recorded		Number of	Recorded
That Subsequently Defaulted	Contracts	Investment		Contracts	Investment
Commercial and Industrial	-	$	-	-	$	-
Residential Real Estate:
Residential	-		-	-		-
Construction	-		-	-		-
Commercial Real Estate:
Commercial and Multi-Family	-		-	-		-
Construction	-		-	-		-
Home Equities	-		-	-		-
Direct financing leases	-		-	-		-
Consumer loans	-		-	-		-
Other	-		-	-		-

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5. PER SHARE DATA

The common stock per share information is based upon the weighted average number of shares outstanding during each period. For the three month periods ended March 31, 2014 and 2013, the Company had an average of 83,497 and 36,617 dilutive shares, respectively.

Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive and not included in calculating diluted earnings per share. For the three month periods ended March 31, 2014 and 2013, there was an average of 9,000 and 90,071 anti-dilutive shares, respectively, that were not included in calculating diluted earnings per share because their effect was anti-dilutive.

6. OTHER COMPREHENSIVE INCOME

The following tables summarize the changes in the components of accumulated other comprehensive income (loss) during the three month periods ended March 31, 2014 and 2013:




	Balance at December 31, 2013		Net Change		Balance at March 31, 2014
	(in thousands)
Net unrealized gain (loss) on investment securities	$	191	$	361	$	552
Net defined benefit pension plans adjustments		(1,454)		21		(1,433)
Total	$	(1,263)	$	382	$	(881)



	Balance at December 31, 2012		Net Change		Balance at March 31, 2013
	(in thousands)
Net unrealized gain (loss) on investment securities	$	2,457	$	(261)	$	2,196
Net defined benefit pension plans adjustments		(2,356)		37		(2,319)
Total	$	101	$	(224)	$	(123)

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	March 31, 2014 (in thousands)						March 31, 2013 (in thousands)
	Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount		Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount
Unrealized loss on investment securities:
Unrealized gain (loss) on
investment securities	$	588	$	(227)	$	361	$	(426)	$	165	$	(261)
Reclassification from accumulated other
comprehensive income for gains (losses)		-		-		-		-		-		-
Net change		588		(227)		361		(426)		165		(261)

Defined benefit pension plans adjustments:
Net actuarial (loss) gain	$	-	$	-	$	-	$	-	$	-	$	-
Reclassifications from accumulated other
comprehensive income for gains (losses)
Amortization of prior service cost (a)		8		(3)		5		17		(7)		10
Amortization of actuarial loss (a)		26		(10)		16		44		(17)		27
Net change		34		(13)		21		61		(24)		37

Other Comprehensive Income (Loss)	$	622	$	(240)	$	382	$	(365)	$	141	$	(224)

(a)

Included in net periodic pension cost, as described in Note 9 – “Net Periodic Benefit Costs”

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7. SEGMENT INFORMATION

The Company is comprised of two primary business segments, banking and insurance agency activities. The following tables set forth information regarding these segments for the three and nine month periods ended March 31, 2014 and 2013.


	Three Months Ended March 31, 2014
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	7,326	$	(28)	$	7,298

Provision for loan and lease losses		153		-		153

Net interest income (expense) after
provision for loan and lease losses		7,173		(28)		7,145

Non-interest income		1,263		-		1,263

Insurance service and fees		152		1,980		2,132

Amortization expense		-		41		41

Non-interest expense		6,477		1,100		7,577

Income before income taxes		2,111		811		2,922

Income tax provision		596		313		909

Net income	$	1,515	$	498	$	2,013

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	Three Months Ended March 31, 2013
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	6,854	$	(28)	$	6,826

Provision for loan and lease losses		450		-		450

Net interest income (expense) after
provision for loan and lease losses		6,404		(28)		6,376

Non-interest income		1,311		-		1,311

Insurance service and fees		91		1,908		1,999

Amortization expense		-		63		63

Non-interest expense		5,906		1,107		7,013

Income before income taxes		1,900		710		2,610

Income tax provision		529		265		794

Net income	$	1,371	$	445	$	1,816

8. CONTINGENT LIABILITIES AND COMMITMENTS

The unaudited consolidated financial statements do not reflect various commitments and contingent liabilities, which arise in the normal course of business, and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities consist of commitments to extend credit and standby letters of credit. A summary of the Bank’s commitments and contingent liabilities is as follows:




	March 31,		December 31,
	2014		2013
	(in thousands)

Commitments to extend credit	$	198,993	$	176,964

Standby letters of credit		2,173		2,664

Total	$	201,166	$	179,628

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Commitments to extend credit and standby letters of credit include some exposure to credit loss in the event of nonperformance by the customer. The Bank’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded on the Company’s unaudited consolidated balance sheets. Because these instruments have fixed maturity dates, and because they may expire without being drawn upon, they do not necessarily represent cash requirements of the Bank. The Bank has not incurred any losses on its commitments and did not record a reserve for its commitments during the first three months of 2014 or during 2013.

Certain lending commitments for construction residential mortgage loans are considered derivative instruments under the guidelines of GAAP. The changes in the fair value of these commitments, due to interest rate risk, are not recorded on the consolidated balance sheets as the fair value of these derivatives is not considered material.

The Company is subject to possible litigation proceedings in the normal course of business. As of March 31, 2014 and December 31, 2013, there were no claims pending against the Company that management considered material. As noted in the Item 3 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and in the Notes to the audited financial statements contained in that report, the Company was engaged by the Office of the Attorney General for the State of New York (“NYAG”) regarding a nonpublic investigation it is conducting. The Company has not accrued any amounts with respect to the NYAG investigation, as the Company does not believe a loss is probable, however, it is reasonably possible that a loss may be incurred. As of March 31, 2014 and December 31, 2013, an estimate of the range of loss cannot reasonably be made.

9. NET PERIODIC BENEFIT COSTS

On January 31, 2008, the Bank froze its defined benefit pension plan. The plan covered substantially all Company employees. The plan provides benefits that are based on the employees’ compensation and years of service. Under the freeze, eligible employees will receive, at retirement, the benefits already earned through January 31, 2008, but have not accrued any additional benefits since then. As a result, service cost is no longer incurred.

The Bank uses an actuarial method of amortizing prior service cost and unrecognized net gains or losses which result from actual expense and assumptions being different than those that are projected. The amortization method the Bank used recognized the prior service cost and net gains or losses over the average remaining service period of active employees.

The Bank also maintains a nonqualified supplemental executive retirement plan covering certain members of the Company’s senior management. The Bank uses an actuarial method of amortizing unrecognized net gains or losses which result from actual expense and assumptions being different than those that are projected. The amortization method the Bank uses recognizes the net gains or losses over the average remaining service period of active employees.

The Bank did not contribute to the defined benefit pension plan in the first three months of 2014 but plans to contribute $90 thousand before the end of the year.

The following table presents the net periodic cost for the Bank’s defined benefit pension plan and supplemental executive retirement plan for the three month periods ended March 31, 2014 and 2013:

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		Three months ended March 31,
		(in thousands)

					Supplemental Executive
	Pension Benefits				Retirement Plan

	2014		2013		2014		2013

Service cost	$	-	$	-	$	42	$	41

Interest cost		51		48		40		31

Expected return on plan assets		(76)		(65)		-		-

Amortization of prior service cost		-		-		8		17

Amortization of the net loss		5		17		21		27

Net periodic cost (benefit)	$	(20)	$	-	$	111	$	116

10. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update (“ASU”) 2014-04, Reclassification of Collateralized Mortgage Loans upon a Troubled Debt Restructuring. The objective of this proposed ASU is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, such that all or a portion of the loan should be derecognized and the real estate property recognized. The main provisions would also require additional disclosures regarding the amount of foreclosed residential real estate property held by the creditor and the recorded investments of consumer mortgage loans that are in the process of foreclosure at each interim and annual reporting period. This ASU becomes effective for the Company in fiscal years and interim periods within those years, beginning after December 15, 2014. The Company has not early adopted this guidance and does not expect this guidance to have a significant impact on its financial statements.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. When used in this report, or in the documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” and similar expressions identify such forward-looking statements. These forward-looking statements include statements regarding the Company’s business plans, prospects, growth and operating strategies, statements regarding the asset quality of the Company’s loan and investment portfolios, and estimates of the Company’s risks and future costs and benefits.

These forward-looking statements are based largely on the expectations of the Company’s management and are subject to a number of risks and uncertainties, including but not limited to: general economic conditions, either nationally or in the Company’s market areas, that are worse than expected; increased competition among depository or other financial institutions; inflation and changes in the interest rate environment that reduce the Company’s margins or reduce the fair value of financial instruments; changes in laws or government regulations affecting financial institutions, including changes in regulatory fees, monetary policy, and capital requirements; the Company’s ability to enter new markets successfully and capitalize on growth opportunities; the Company’s ability to successfully integrate acquired entities; changes in accounting pronouncements and practices, as adopted by financial institution regulatory agencies, the Financial Accounting Standards Board and the Public Company Accounting Oversight Board; changes in consumer spending, borrowing and saving habits; changes in the Company’s organization, compensation and benefit plans; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q, as well as in the Company’s periodic reports filed with the SEC, in particular the “Risk Factors” discussed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Many of these factors are beyond the Company’s control and are difficult to predict.

Because of these and other uncertainties, the Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new, updated information, future events or otherwise.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The Company’s Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with U.S. GAAP and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the Company’s Unaudited Consolidated Financial Statements and Notes. These estimates, assumptions and judgments are based on information available as of the date of the Unaudited Consolidated Financial Statements. Accordingly, as this information changes, the Unaudited Consolidated Financial Statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments, and as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques. Refer to Note 3 – “Fair Value Measurements” to the Company’s Unaudited Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for further detail on fair value measurement.

Significant accounting policies followed by the Company are presented in Note 1 – “Organization and Summary of Significant Accounting Policies” to the Audited Consolidated Financial Statements included in Item 8 in its Annual Report on Form 10-K for the year ended December 31, 2013. These policies, along with the disclosures presented in the other Notes to the Company's Audited Consolidated Financial Statements contained in its Annual Report on Form 10-K and in this financial review, provide information on how significant assets and liabilities are presented in the Company’s Unaudited Consolidated Financial Statements and how those values are determined.

Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management has identified the determination of the allowance for loan and lease losses and valuation of goodwill to be the accounting areas that require the most subjective or complex judgments, and as such, could be most subject to revision as new information becomes available.

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Allowance for Loan and Lease Losses

The allowance for loan and lease losses represents management’s estimate of probable losses in the Company’s loan and lease portfolio. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant judgment on the part of management and the use of estimates related to the amount and timing of expected future cash flows on impaired loans and leases, estimated losses on pools of homogeneous loans and leases based on historical loss experience and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan and lease portfolio also represents the largest asset type on the Company’s Unaudited Consolidated Balance Sheets. Note 1 to the Audited Consolidated Financial Statements included in Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, describes the methodology used to determine the allowance for loan and lease losses.

Goodwill

The amount of goodwill reflected in the Company’s Unaudited Consolidated Financial Statements is required to be tested by management for impairment on at least an annual basis. The test for impairment of goodwill on the identified reporting unit is considered a critical accounting estimate because it requires judgment on the part of management and the use of estimates related to the growth assumptions and market multiples used in the valuation model. The goodwill impairment testing is typically performed annually as of December 31st. No impairment charges were incurred in the most recent test and the fair value of the tested reporting unit substantially exceeded its fair value. There were no triggering events in the three month period ended March 31, 2014 that resulted in an interim impairment test.

ANALYSIS OF FINANCIAL CONDITION

Loan and Lease Activity

Total loans and leases grew to $660.7 million at March 31, 2014, a $13.7 million, or 2.1%, increase from total loans and leases of $647.0 million at December 31, 2013. Total loans and leases grew $72.6 million, or 12.3%, from $588.1 million at March 31, 2013.

Loans secured by real estate were $547.5 million at March 31, 2014, reflecting a $9.6 million, or 1.8%, increase from $537.9 million at December 31, 2013. The Company’s commercial real estate portfolio has historically been the fastest growing part of the real estate portfolio, however, the largest growth in the real estate portfolio during the first quarter of 2014 was experienced in the Company’s residential mortgages, with the largest percentage increase of 3.0%, or $2.8 million. In the first quarter of 2014, residential mortgages increased $2.4 million, or 2.6%, and residential construction loans increased $0.4 million, or 28.1%, since December 31, 2013. Commercial construction and commercial and multi-family loans increased $6.6 million, or 1.7%, since December 31, 2013.

The Company retained most residential mortgages originated during the first quarter of 2014. During the first quarter of 2013, the Company sold approximately 8.7% of the residential mortgages originated during that quarter to FNMA. Residential mortgages increased to $96.4 million at March 31, 2014. However, residential mortgage originations decreased to $5.7 million in the three month period ended March 31, 2014, compared with $8.6 million in the three month period ended March 31, 2013.

The Company continues to focus on diversified growth with commercial and industrial (“C&I”) lending as a way to achieve such diversification in its loan portfolio, which has historically experienced strong growth rates in real estate loans. In the first quarter of 2014, C&I balances increased $4.0 million, or 3.7%, from $107.0 million at December 31, 2013 to $111.0 million at March 31, 2014. C&I loans increased $5.0 million, or 4.7%, from $106.0 million at March 31, 2013.

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Credit Quality of Loan Portfolio

Total non-performing loans and leases, defined as accruing loans and leases greater than 90 days past due and non-accrual loans and leases, totaled $5.2 million, or 0.79% of total loans and leases outstanding, as of March 31, 2014, compared with $13.7 million, or 2.12% of total loans and leases outstanding at December 31, 2013. The $8.5 million, or 62.0%, decrease in non-performing loans and leases is mostly due to a single commercial real estate loan returned to accrual status in the first quarter of 2014. The loan was successfully restructured with a new borrower in the third quarter of 2013 and has since demonstrated repayment performance.

In the first quarter of 2014, commercial credits graded as “special mention” and “substandard” increased $1.4 million from $30.3 million at December 31, 2013 to $31.7 million at March 31, 2014, primarily due to an increase in commercial and multi-family mortgages classified as “special mention” during the first quarter. As noted in Note 4 to these Unaudited Financial Statements, internal risk ratings are the credit quality indicators used by the Company’s management to determine the appropriate allowance for loan and lease losses for commercial credits. “Special mention” and “substandard” loans are weaker credits with a higher risk of loss than “pass” or “watch” credits. As of March 31, 2014, $7.3 million, or 81.3%, of the $9.0 million “substandard” credits were identified as impaired, and thus, individually evaluated for specific reserves.

The allowance for loan and lease losses totaled $11.7 million, or 1.78% of total loans and leases outstanding as of March 31, 2014, consistent with the allowance for loan and lease loss to total loans and leases ratio of 1.78% at December 31, 2013. The $0.2 million increase in the allowance from $11.5 million at December 31, 2013 was driven by the $1.5 million increase in commercial loans classified as criticized assets and general loan growth during the quarter, partially offset by loan and lease recoveries and decreases in specific reserves held on impaired loans. The net charge-off (recovery) ratio in the first quarter of 2014 equated to (0.05)% of average net loans and leases, compared with a ratio of (0.15)% and 0.02% in the fourth quarter of 2013 and first quarter of 2013, respectively.

The first quarter coverage ratio of the allowance for loan and lease losses to non-performing loans and leases increased to 225% compared with the fourth quarter of 2013 of 84%, due to the commercial mortgage credit relationship that was returned to accrual status in the first quarter of 2014, as discussed above.

Investing Activities

Total securities were $97.0 million at March 31, 2014, compared with $102.0 million at December 31, 2013. Interest-bearing deposits at other banks, which consist of overnight funds kept at correspondent banks and the Federal Reserve, increased to $30.1 million at March 31, 2014 from $27.3 million at December 31, 2013. Interest-bearing cash increased in the first quarter due to large seasonal influx from municipal deposits from tax receipts. Securities and interest-bearing deposits at correspondent banks made up 16.8% of the Bank’s total average interest earning assets in the first quarter of 2014, compared with 18.7% and 23.5% in the fourth quarter of 2013 and first quarter of 2013, respectively.

The Company’s highest concentration in its securities portfolio was in available for sale tax-advantaged debt securities issued by state and political subdivisions with 32.9% at March 31, 2014, compared with 31.2% at December 31, 2013. The concentration in U.S. government-sponsored agency bonds was 28.9% of the total securities portfolio at March 31, 2014, compared with 31.3% at December 31, 2013. U.S. government-sponsored mortgage-backed securities comprised 35.7% of the securities portfolio at March 31, 2014, compared with 35.1% at December 31, 2013.

Management believes that the credit quality of the securities portfolio as a whole is strong as the portfolio has no individual securities in a significant unrealized loss position. While interest rates have been near historic lows and long-term rates decreased in the first quarter of 2014 compared to the fourth quarter of 2013, long-term rates increased from the first quarter of 2013. As a result, the net unrealized gain position of the available-for-sale investment portfolio increased from $0.3 million at December 31, 2013, and decreased from $3.6 million at March 31, 2013.

The Company monitors extension and prepayment risk in the securities portfolio to limit potential exposures. Available-for-sale securities with a total fair value of $93.6 million at March 31, 2014, as compared with $71.1 million at December 31, 2013, were pledged as collateral to secure public deposits and for other purposes required or permitted by law. The Company has no direct exposure to subprime mortgages, nor does the Company hold private mortgage-backed securities, credit default swaps, or FNMA or FHLMC preferred stock investments in its investment portfolio.

Funding Activities

Total deposits at March 31, 2014 were $721.9 million, compared with $706.6 million at December 31, 2013, reflecting an increase of $15.3 million, or 2.2%, from the fourth quarter 2013. The increase in deposit balances during the first quarter of 2014 was driven by growth in municipal NOW products due to seasonality of tax collections received. Total NOW deposits increased $13.6 million, or 20.6%, over December 31, 2013.

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The Company’s retail deposit growth vehicle for the last three years has been its complementary Better Checking and Better Savings products, which are included in the NOW and regular savings deposit categories, respectively, on the Company’s balance sheet. However, the growth in NOW and savings deposits slowed in 2013 as the Better Checking and Better Savings products begin to mature and the Company continued to lower rates on selected deposit products given the Company’s current excess liquidity and declining net interest margin in this extended low rate environment. Demand deposits, totaling $140.0 million and $123.1 at March 31, 2014 and 2013, respectively, drove much of the 3.4% year-over-year increase in total deposits mostly due to commercial demand deposit growth.

In the first quarter of 2014, time deposits decreased slightly to $108.7 million from $110.1 million at December 31, 2013. Time deposit rates remain low, resulting in recent balance declines, as customers have preferred liquid savings deposits.

Other borrowings, which typically include the Bank’s overnight line of credit and other advances with the FHLBNY, were $9.0 million at March 31, 2014 and December 31, 2013. The Company remains in an overall liquid position, and therefore has not needed to add to its wholesale borrowings.

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ANALYSIS OF RESULTS OF OPERATIONS

Average Balance Sheet

The following tables present the significant categories of the assets and liabilities of the Company, interest income and interest expense, and the corresponding yields earned and rates paid for the periods indicated. The assets and liabilities are presented as daily averages. The average loan and lease balances include both performing and non-performing loans and leases. Investments are included at amortized cost. Yields are presented on a non-tax-equivalent basis.




	Three Months Ended						Three Months Ended
	March 31, 2014						March 31, 2013
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(dollars in thousands)						(dollars in thousands)
ASSETS
Interest-earning assets:
Loans and leases, net	$	641,265	$	7,510	4.68	%	$	575,953	$	7,252	5.04	%
Taxable securities		69,992		449	2.57	%		63,974		417	2.61	%
Tax-exempt securities		33,499		245	2.93	%		34,146		269	3.15	%
Interest bearing deposits at banks		26,238		15	0.23	%		78,426		18	0.09	%

Total interest-earning assets		770,994	$	8,219	4.26	%		752,499	$	7,956	4.23	%

Non interest-earning assets:

Cash and due from banks		14,920						14,376
Premises and equipment, net		11,210						11,219
Other assets		39,789						35,719

Total Assets	$	836,913					$	813,813

LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW	$	71,190	$	76	0.43	%	$	67,836	$	113	0.67	%
Regular savings		388,890		265	0.27	%		380,783		327	0.34	%
Time deposits		109,549		415	1.52	%		110,209		450	1.63	%
Other borrowed funds		9,000		79	3.51	%		17,989		153	3.40	%
Junior subordinated debentures		11,330		79	2.79	%		11,330		79	2.79	%
Securities sold U/A to repurchase		14,883		7	0.19	%		14,374		8	0.22	%

Total interest-bearing liabilities		604,842	$	921	0.61	%		602,521	$	1,130	0.75	%

Noninterest-bearing liabilities:
Demand deposits		139,503						122,359
Other		12,090						12,856
Total liabilities	$	756,435					$	737,736

Stockholders' equity		80,478						76,077

Total Liabilities and Equity	$	836,913					$	813,813

Net interest earnings			$	7,298					$	6,826

Net interest margin					3.79	%					3.63	%

Interest rate spread					3.65	%					3.48	%

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Net Income

Net income was $2.0 million in the first quarter of 2014, up from $1.8 million in the first quarter of 2013, primarily due to a $0.5 million increase in net interest income driven by growth in loans and non-interest bearing demand deposits. As a result, return on average equity was 10.01% for the first quarter of 2014 compared with 9.55% in the first quarter of 2013.

Other Results of Operations – Quarterly Comparison

Net interest income was $7.3 million for the first quarter, an increase of 6.9% from the prior-year period, and down 0.6% from the trailing fourth quarter of 2013. Growth in loans and non-interest bearing demand deposits drove the increase over the prior-year period.

Net interest margin decreased 6 basis points to 3.79% from 3.85% in the trailing fourth quarter, primarily driven by a decrease in the yield on interest-earning assets. Net interest margin improved over the 2013 first quarter rate of 3.63%. The increase in net interest margin from the prior-year period was due to a 14 basis point decrease in pricing on Evans’ interest bearing liabilities, combined with a 3 basis point increase in the yield on interest-earning assets.

The provision for loan and lease losses was $0.2 million in the 2014 first quarter, down from $0.5 million in the prior-year period. The decrease is due mostly to a lower level of criticized assets in the current quarter in comparison to prior year first quarter. When compared with the trailing fourth quarter of 2013, the provision decreased by $0.1 million.

Non-interest income was $3.4 million, or 31.7% of total revenue, in the quarter, up $0.1 million, or 2.6%, from the prior-year period. Insurance agency revenue of $2.1 million was up $0.1 million, or 6.6%, from the 2013 first quarter, due mostly to increases in property and casualty and wealth management revenue. Compared with the trailing fourth quarter of 2013, total non-interest income increased by 12.5%, mostly due to an increase of $0.6 million, or 35.0%, in insurance agency revenue as a result of seasonal profit sharing.

Total non-interest expense was $7.6 million, an increase of 7.7% from the prior-year period. Personnel expenses, the largest expense item for the Company, were up $0.4 million, or 9.5%, from the prior-year period, and reflecting annual merit increases and personnel hires to support the Company’s growth strategy.

Income tax expense for the quarter was $1.0 million, representing an effective tax rate of 31.1% compared with an effective tax rate of 30.4% in the first quarter of 2013.

CAPITAL

The Company consistently maintains regulatory capital ratios significantly above the federal “well capitalized” standard, including a Tier 1 leverage ratio of 10.20% and 10.36% at March 31, 2014 and December 31, 2013, respectively. Book value per share of the Company’s common stock was $19.41 at March 31, 2014, compared with $19.18 at December 31, 2013. Tangible book value per share (a non-GAAP measure) at March 31, 2014 was $17.44, compared with $17.26 at December 31, 2013. The increase in both book value and tangible book value per share is a result of the Company’s repurchase of shares in the first quarter.

Tangible book value per share is a non-GAAP financial measure. The Company calculates tangible book value per share by dividing tangible book value by the number of common shares outstanding, as compared to GAAP book value per share, which the Company calculates by dividing GAAP book value by the number of common shares outstanding. Management believes that this information is consistent with treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios. Accordingly, management believes that this non-GAAP financial measure provides information that is important to investors and that is useful in understanding the Company’s capital position and ratios. Further, management believes that presentation of this measure, together with the accompanying reconciliation, provides a complete understanding of factors and trends affecting the Company’s business and allows investors to view the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and regulatory agencies. However, this non-GAAP financial measure is supplemental and is not a substitute for an analysis based on GAAP financial measures. Note that other companies may use different calculations for this measure, and therefore the Company’s presentation of tangible book value per share may not be comparable to similarly titled measures reported by other companies. Investors should review the Company’s consolidated financial statements in their entirety and should not rely on any single financial measure.

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A reconciliation of this non-GAAP financial measure, tangible book value per share, to the most directly comparable GAAP financial measure, book value, is set forth in the following table:




($ in thousands, except per share data)	March 31, 2014		December 31, 2013

Stockholders' equity ("book value")	$	80,517	$	80,712

Goodwill (related to insurance agency reporting unit)		(8,101)		(8,101)
Intangible assets (related to insurance agency reporting unit)		(67)		(108)

Tangible book value	$	72,349	$	72,503

Number of common shares outstanding		4,147,666		4,201,362

Tangible book value per share	$	17.44	$	17.26

On February 18, 2014, the Company declared a cash dividend of $0.31 per share on the Company’s outstanding common stock. The dividend was paid on April 8, 2014 to shareholders of record as of March 18, 2014.

LIQUIDITY

The Bank utilizes cash flows from the investment portfolio and federal funds sold balances to manage the liquidity requirements related to loan demand and deposit fluctuations. The Bank also has many borrowing options. As a member of the FHLB the Bank is able to borrow funds at competitive rates. Advances of up to $172.3 million can be drawn on the FHLB via an Overnight Line of Credit Agreement between the Bank and the FHLB. An amount equal to 25% of the Bank’s total assets could be borrowed through the advance programs under certain qualifying circumstances. The Bank also has the ability to purchase up to $14.0 million in federal funds from its correspondent banks. By placing sufficient collateral in safekeeping at the Federal Reserve Bank, the Bank could borrow at the discount window. The Bank’s liquidity needs also can be met by more aggressively pursuing time deposits, or accessing the brokered time deposit market, including the Certificate of Deposit Account Registry Service (“CDARS”) network. The Company’s primary source of liquidity is dividends from the Bank. Additionally, the Company has access to capital markets as a funding source.

Cash flows from the Bank’s investment portfolio are laddered, so that securities mature at regular intervals, to provide funds from principal and interest payments at various times as liquidity needs may arise. Contractual maturities are also laddered, with consideration as to the volatility of market prices. At March 31, 2014, approximately 1.6% of the Bank’s securities had contractual maturity dates of one year or less and approximately 28.8% had maturity dates of five years or less.

Management, on an ongoing basis, closely monitors the Company’s liquidity position for compliance with internal policies, and believes that available sources of liquidity are adequate to meet funding needs in the normal course of business. As part of that monitoring process, management calculates the 90-day liquidity each month by analyzing the cash needs of the Bank. Included in the calculation are liquid assets and potential liabilities. Management stresses the potential liabilities calculation to ensure a strong liquidity position. Included in the calculation are assumptions of some significant deposit run-off as well as funds needed for loan closings and investment purchases. At March 31, 2014, in the Company’s internal stress test, the Company had net short-term liquidity of $73.8 million as compared with $121.8 million at December 31, 2013. Available assets of $134.7 million, divided by public and purchased funds of $137.6 million, resulted in a long-term liquidity ratio of 98% at March 31, 2014, compared with 119% at December 31, 2013.

Management does not anticipate engaging in any activities, either currently or in the long term, for which adequate funding would not be available and which would therefore result in significant pressure on liquidity. However, continued economic recession could negatively impact the Company’s liquidity.

The Company believes that the Bank maintains a sufficient level of U.S. government and government agency securities and New York State municipal bonds that can be pledged as collateral for municipal deposits.

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Additional information responsive to this Item is contained in the Liquidity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, which information is incorporated herein by reference.

Market risk is the risk of loss from adverse changes in market prices and/or interest rates of the Bank’s financial instruments. The primary market risk the Company is exposed to is interest rate risk. The core banking activities of lending and deposit-taking expose the Bank to interest rate risk, which occurs when assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Bank is subject to the effects of changing interest rates. The Bank measures interest rate risk by calculating the variability of net interest income in future periods under various interest rate scenarios using projected balances for interest-earning assets and interest-bearing liabilities. Management’s philosophy toward interest rate risk management is to limit the variability of net interest income to changes in net interest rates. The balances of financial instruments used in the projections are based on expected growth from forecasted business opportunities, anticipated prepayments of loans, and expected maturities of investment securities, loans and deposits. Management supplements the modeling technique described above with analysis of market values of the Bank’s financial instruments and changes to such market values given changes in the interest rates.

The Bank’s Asset-Liability Committee, which includes members of senior management, monitors the Bank’s interest rate sensitivity with the aid of a model that considers the impact of ongoing lending and deposit taking activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities. When deemed prudent, management has taken actions, and intends to do so in the future, to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments. Possible actions include, but are not limited to, changing the pricing of loan and deposit products, and modifying the composition of interest-earning assets and interest-bearing liabilities, and reliance on other financial instruments used for interest rate risk management purposes.

The following table demonstrates the possible impact of changes in interest rates on the Bank’s net interest income over a 12-month period of time:

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES




	Calculated increase
	in projected annual net interest income
	(in thousands)

		March 31, 2014		December 31, 2013
Changes in interest rates

+200 basis points	$	1,242	$	789
+100 basis points		1,559		1,263

-100 basis points		NM		NM
-200 basis points		NM		NM

Many assumptions were utilized by management to calculate the impact that changes in interest rates may have on the Bank’s net interest income. The more significant assumptions related to the rate of prepayments of mortgage-related assets, loan and deposit volumes and pricing, and deposit maturities. The Bank assumed immediate changes in rates including 200 basis point rate changes. In the event that the 200 basis point rate changes cannot be achieved, the applicable rate changes are limited to lesser amounts such that interest rates cannot be less than zero. These assumptions are inherently uncertain and, as a result, the Bank cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly due to the timing, magnitude, and frequency of interest rate changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions such as those previously described, which management may take to counter such changes. In light of the uncertainties and assumptions associated with the process, the amounts presented in the table and changes in such amounts are not considered significant to the Bank’s projected net interest income.

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ITEM 4 - CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2014 (the end of the period covered by this Report). Based on that evaluation, the Company’s principal executive and principal financial officers concluded that as of March 31, 2014 the Company’s disclosure controls and procedures were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in the Company’s internal control over financial reporting were identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In March 2013, the Company announced it had been authorized by its Board of Directors to purchase up to 100,000 shares of the Company’s outstanding common stock. In the first quarter of 2014, the Company purchased shares of its common stock as follows:

Issuer Purchases of Equity Securities




Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
January 2014:
January 1, 2014 - January 31, 2014		-	$	-	-	-
February 2014:
February 1, 2014 - February 28, 2014		-	$	-	-	-
March 2014:
March 1, 2014 - March 31, 2014		65,978	$	23.95	59,800	27,168

Total:		65,978	$	23.95	59,800	27,168

(1) 6,178 of the total shares purchased in the period consist of shares constructively tendered to the Company by attestation in satisfaction of the exercise price due upon exercise of options issued pursuant to the Company’s 2009 Long-Term Incentive Plan. The “average price paid per share” reported in the table above, with respect to such shares, reflects the fair market value of the Company’s common stock on the exercise date, which was the closing sales price of the Company’s common stock as reported on the NYSE MKT on that date. The remaining 59,800 shares were purchased under the Company’s publicly-announced repurchase program, described in footnote (2) below.

(2) On March 25, 2013, the Board of Directors authorized the Company to repurchase up to 100,000 shares of the Company’s common stock. The repurchase program has no fixed expiration date but may be suspended or discontinued at any time. The Company did not make any repurchases during the quarter ended March 31, 2014 except pursuant to this publically announced program.

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ITEM 6 – EXHIBITS

The information called for by this item is incorporated herein by reference to the Exhibit Index included immediately following the signature page to this Quarterly Report on Form 10-Q.

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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.

Evans Bancorp, Inc.

DATE

May 2, 2014

/s/ David J. Nasca

David J. Nasca

President and CEO

(Principal Executive Officer)

DATE

May 2, 2014

/s/ Gary A. Kajtoch

Gary A. Kajtoch

Treasurer

(Principal Financial Officer)

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EXHIBIT INDEX


Exhibit No.		Name

31.1		Certification of Principal Executive Officer pursuant to
		Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer pursuant to
		Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18
		USC Section 1350 Chapter 63 of Title 18, United States Code,
		as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
		of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18
		USC Section 1350 Chapter 63 of Title 18, United States Code,
		as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
		of 2002.

101		The following materials from Evans Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets – March 31, 2014 and December 31, 2013; (ii) Unaudited Consolidated Statements of Income – Three months ended March 31, 2014 and 2013; (iii) Unaudited Statements of Consolidated Comprehensive Income – Three months ended March 31, 2014 and 2013; (iv) Unaudited Consolidated Statements of Stockholder’s Equity – Three months ended March 31, 2014 and 2013; (v) Unaudited Consolidated Statements of Cash Flows – Three months ended March 31, 2014 and 2013; and (vi) Notes to Unaudited Consolidated Financial Statements.