Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly period ended March 31, 2018
Or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 000-13888
chemungfinanciallogo.jpg
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
New York
 
16-1237038
(State or other jurisdiction of incorporation or organization)
 
I.R.S. Employer Identification No.
 
One Chemung Canal Plaza, Elmira, NY
 
14901
(Address of principal executive offices)
 
(Zip Code)
 
(607) 737-3711 or (800) 836-3711
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES:    X         NO:____
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES:    X        NO:____
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[   ]
Non-accelerated filer
 
[   ]
Accelerated filer
[X]
Smaller reporting company
 
[   ]
 
 
 
Emerging growth company
 
[   ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
YES:             NO:  X

The number of shares of the registrant's common stock, $.01 par value, outstanding on May 1, 2018 was 4,764,874.




CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX


 
 
PAGES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



GLOSSARY OF ABBREVIATIONS AND TERMS

To assist the reader the Corporation has provided the following list of commonly used abbreviations and terms included in the Notes to the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Abbreviations
ALCO
Asset-Liability Committee
ASU
Accounting Standards Update
Bank
Chemung Canal Trust Company
Basel III
The Third Basel Accord of the Basel Committee on Banking Supervision
Board of Directors
Board of Directors of Chemung Financial Corporation
CDARS
Certificate of Deposit Account Registry Service
CDO
Collateralized Debt Obligation
CECL
Current expected credit loss
CFS
CFS Group, Inc.
Corporation
Chemung Financial Corporation
CRM
Chemung Risk Management, Inc.
Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act
EPS
Earnings per share
Exchange Act
Securities Exchange Act of 1934
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLBNY
Federal Home Loan Bank of New York
FRB
Board of Governors of the Federal Reserve System
FRBNY
Federal Reserve Bank of New York
Freddie Mac
Federal Home Loan Mortgage Corporation
GAAP
U.S. Generally Accepted Accounting Principles
ICS
Insured Cash Sweep Service
IFRS
International Financial Reporting Standards
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
NAICS
North American Industry Classification System
N/M
Not meaningful
OPEB
Other postemployment benefits
OREO
Other real estate owned
OTTI
Other-than-temporary impairment
PCI
Purchased credit impaired
ROA
Return on average assets
ROE
Return on average equity
RWA
Risk-weighted assets
SBA
Small Business Administration
SEC
Securities and Exchange Commission
Securities Act
Securities Act of 1933
TDRs
Troubled debt restructurings
WMG
Wealth Management Group

Terms
Allowance for loan losses to total loans
Represents period-end allowance for loan losses divided by retained loans.

3



Assets under administration
Represents assets that are beneficially owned by clients and all investment decisions pertaining to these assets are also made by clients.
Assets under management
Represents assets that are managed on behalf of clients.
Basel III
A comprehensive set of reform measures designed to improve the regulation, supervision, and risk management within the banking sector. The reforms require banks to maintain proper leverage ratios and meet certain capital requirements.
Benefit obligation
Refers to the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for OPEB plans.
Capital Bank
Division of Chemung Canal Trust Company located in the “Capital Region” of New York State and includes the counties of Albany and Saratoga.
CDARS
Product involving a network of financial institutions that exchange certificates of deposits among members in order to ensure FDIC insurance coverage on customer deposits above the single institution limit.  Using a sophisticated matching system, funds are exchanged on a dollar-for-dollar basis, so that the equivalent of an original deposit comes back to the originating institution.
Captive insurance company
A company that provides risk-mitigation services for its parent company.
Collateralized debt obligation
A structured financial product that pools together cash flow-generating assets, such as mortgages, bonds, and loans.
Collateralized mortgage obligations
A type of mortgage-backed security with principal repayments organized according to their maturities and into different classes based on risk.  The mortgages serve as collateral and are organized into classes based on their risk profile.
Dodd-Frank Act
The Dodd-Frank Act was enacted on July 21, 2010 and significantly changed the bank regulatory landscape and has impacted and will continue to impact the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies.  The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies and reports for Congress.
Fully taxable equivalent basis
Income from tax-exempt loans and investment securities that have been increased by an amount equivalent to the taxes that would have been paid if this income were taxable at statutory rates; the corresponding income tax impact related to tax-exempt items is recorded within income tax expense.
GAAP
Accounting principles generally accepted in the United States of America.
Holding company
Consists of the operations for Chemung Financial Corporation (parent only).
ICS
Product involving a network of financial institutions that exchange interest-bearing money market deposits among members in order to ensure FDIC insurance coverage on customer deposits above the single institution limit.  Using a sophisticated matching system, funds are exchanged on a dollar-for-dollar basis, so that the equivalent of an original deposit comes back to the originating institution.
Loans held for sale
Residential real estate loans originated for sale on the secondary market with maturities from 15-30 years.
Long term lease obligation
An obligation extending beyond the current year, which is related to a long term capital lease that is considered to have the economic characteristics of asset ownership.
Mortgage-backed securities
A type of asset-backed security that is secured by a collection of mortgages.
Municipal clients
A political unit, such as a city, town, or village, incorporated for local self-government.
N/A
Data is not applicable or available for the period presented.
N/M
Not meaningful.
Non-GAAP
A calculation not made according to GAAP.
Obligations of state and political subdivisions
An obligation that is guaranteed by the full faith and credit of a state or political subdivision that has the power to tax.
Obligations of U.S. Government
A federally guaranteed obligation backed by the full power of the U.S. government, including Treasury bills, Treasury notes and Treasury bonds.
Obligations of U.S. Government sponsored enterprise obligations
Obligations of agencies originally established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress; these obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.

4



OREO
Represents real property owned by the Corporation, which is not directly related to its business and is most frequently the result of a foreclosure on real property.
OTTI
Impairment charge taken on a security whose fair value has fallen below the carrying value on the balance sheet and whose value is not expected to recover through the holding period of the security.
PCI loans
Represents loans that were acquired in the Fort Orange Financial Corp. transaction and deemed to be credit-impaired on the acquisition date in accordance with the guidance of FASB.
Political subdivision
A county, city, town, or other municipal corporation, a public authority, or a publicly-owned entity that is an instrumentality of a state or a municipal corporation.
Pre-provision profit/(loss)
Represents total net revenue less noninterest expense, before income tax expense (benefit).  The Corporation believes that this financial measure is useful in assessing the ability of a bank to generate income in excess of its provision for credit losses.
RWA
Risk-weighted assets consist of on- and off-balance sheet assets that are assigned to one of several broad risk categories and weighted by factors representing their risk and potential for default.  On-balance sheet assets are risk-weighted based on the perceived credit risk associated with the obligor or counterparty, the nature of any collateral, and the guarantor, if any.  Off-balance sheet assets such as lending-related commitments, guarantees, derivatives and other applicable off-balance sheet positions are risk-weighted by multiplying the contractual amount by the appropriate credit conversion factor to determine the on-balance sheet credit equivalent amount, which is then risk-weighted based on the same factors used for on-balance sheet assets.  Risk-weighted assets also incorporate a measure for market risk related to applicable trading assets-debt and equity instruments.  The resulting risk-weighted values for each of the risk categories are then aggregated to determine total risk-weighted assets.
SBA loan pools
Business loans partially guaranteed by the SBA.
Securities sold under agreements to repurchase
Sale of securities together with an agreement for the seller to buy back the securities at a later date.
TDR
A TDR is deemed to occur when the Corporation modifies the original terms of a loan agreement by granting a concession to a borrower that is experiencing financial difficulty.
Trust preferred securities
A hybrid security with characteristics of both subordinated debt and preferred stock which allows for early redemption by the issuer, makes fixed or variable payments, and matures at face value.
Unaudited
Financial statements and information that have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion.
WMG
Provides services as executor and trustee under wills and agreements, and guardian, custodian, trustee and agent for pension, profit-sharing and other employee benefit trusts, as well as various investment, financial planning, pension, estate planning and employee benefit administration services.


5



 
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
 
Cash and due from financial institutions
 
$
25,473

 
$
27,966

Interest-bearing deposits in other financial institutions
 
5,531

 
2,763

Total cash and cash equivalents
 
31,004

 
30,729

 
 
 
 
 
Equity investments, at estimated fair value
 
2,154

 
2,337

Securities available for sale, at estimated fair value
 
278,984

 
293,091

Securities held to maturity, estimated fair value of $3,627 at March 31, 2018
  and $3,776 at December 31, 2017
 
3,640

 
3,781

FHLBNY and FRBNY Stock, at cost
 
3,097

 
5,784

 
 
 
 
 
Loans, net of deferred loan fees
 
1,319,911

 
1,311,824

Allowance for loan losses
 
(21,390
)
 
(21,161
)
Loans, net
 
1,298,521

 
1,290,663

 
 
 
 
 
Loans held for sale
 
190

 
542

Premises and equipment, net
 
26,136

 
26,657

Goodwill
 
21,824

 
21,824

Other intangible assets, net
 
1,891

 
2,085

Bank-owned life insurance
 
2,998

 
2,982

Accrued interest receivable and other assets
 
29,515

 
27,145

 
 
 
 
 
Total assets
 
$
1,699,954

 
$
1,707,620

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 

Deposits:
 
 
 
 

Non-interest-bearing
 
$
460,271

 
$
467,610

Interest-bearing
 
1,057,929

 
999,836

Total deposits
 
1,518,200

 
1,467,446

 
 
 
 
 
FHLBNY overnight advances
 

 
57,700

Securities sold under agreements to repurchase
 
10,000

 
10,000

FHLBNY term advances
 

 
2,000

Long term capital lease obligation
 
4,464

 
4,517

Dividends payable
 
1,238

 
1,232

Accrued interest payable and other liabilities
 
15,790

 
14,912

Total liabilities
 
1,549,692

 
1,557,807

 
 
 
 
 
Shareholders' equity:
 
 
 
 

Common stock, $0.01 par value per share, 10,000,000 shares authorized;
  5,310,076 issued at March 31, 2018 and December 31, 2017
 
53

 
53

Additional paid-in capital
 
46,404

 
45,967

Retained earnings
 
131,694

 
128,453

Treasury stock, at cost; 548,647 shares at March 31, 2018 and 559,054
  shares at December 31, 2017
 
(14,053
)
 
(14,320
)
Accumulated other comprehensive loss
 
(13,836
)
 
(10,340
)
Total shareholders' equity
 
150,262

 
149,813

 
 
 
 
 
Total liabilities and shareholders' equity
 
$
1,699,954

 
$
1,707,620


See accompanying notes to unaudited consolidated financial statements.
6



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
 
Three Months Ended 
 March 31,
(in thousands, except per share data)
 
2018
 
2017
Interest and dividend income:
 
 
 
 
Loans, including fees
 
$
14,050

 
$
12,499

Taxable securities
 
1,289

 
1,422

Tax exempt securities
 
308

 
238

Interest-bearing deposits
 
22

 
155

Total interest and dividend income
 
15,669

 
14,314

Interest expense:
 
 

 
 

Deposits
 
501

 
538

Securities sold under agreements to repurchase
 
93

 
193

Borrowed funds
 
175

 
89

Total interest expense
 
769

 
820

Net interest income
 
14,900

 
13,494

Provision for loan losses
 
709

 
1,040

Net interest income after provision for loan losses
 
14,191

 
12,454

 
 
 
 
 
Non-interest income:
 
 

 
 

WMG fee income
 
2,316

 
2,109

Service charges on deposit accounts
 
1,164

 
1,184

Interchange revenue from debit card transactions
 
1,035

 
920

Net gains on sales of loans held for sale
 
46

 
69

Net gains on sales of other real estate owned
 
44

 
17

Income from bank-owned life insurance
 
16

 
17

Other
 
854

 
531

Total non-interest income
 
5,475

 
4,847

 
 
 
 
 
Non-interest expenses:
 
 

 
 

Salaries and wages
 
5,714

 
5,275

Pension and other employee benefits
 
1,658

 
1,551

Other components of net periodic pension and postretirement benefits
 
(408
)
 
(333
)
Net occupancy expenses
 
1,608

 
1,606

Furniture and equipment expenses
 
658

 
682

Data processing expense
 
1,742

 
1,604

Professional services
 
540

 
300

Amortization of intangible assets
 
194

 
226

Marketing and advertising expenses
 
349

 
249

Other real estate owned expenses
 
138

 
19

FDIC insurance
 
317

 
325

Loan expense
 
169

 
116

Other
 
1,487

 
1,425

Total non-interest expenses
 
14,166

 
13,045

Income before income tax expense
 
5,500

 
4,256

Income tax expense
 
1,061

 
1,277

Net income
 
$
4,439

 
$
2,979

 
 
 
 
 
Weighted average shares outstanding
 
4,822

 
4,790

Basic and diluted earnings per share
 
$
0.92

 
$
0.62


See accompanying notes to unaudited consolidated financial statements.
7



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
Net income
 
$
4,439

 
$
2,979

Other comprehensive income (loss):
 
 

 
 

Unrealized holding gains (losses) on securities available for sale
 
(4,439
)
 
3,166

Tax effect
 
(1,132
)
 
1,189

Net of tax amount
 
(3,307
)
 
1,977

 
 
 
 
 
Change in funded status of defined benefit pension plan and other benefit plans:
 
 

 
 

Reclassification adjustment for amortization of prior service costs
 
(55
)
 
(55
)
Reclassification adjustment for amortization of net actuarial loss
 
73

 
88

Total before tax effect
 
18

 
33

Tax effect
 
5

 
12

Net of tax amount
 
13

 
21

 
 
 
 
 
Total other comprehensive income (loss)
 
(3,294
)
 
1,998

 
 
 
 
 
Comprehensive income
 
$
1,145

 
$
4,977


See accompanying notes to unaudited consolidated financial statements.
8



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(in thousands, except share and per share data)
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Total
Balances at January 1, 2017
$
53

 
$
45,603

 
$
124,111

 
$
(15,265
)
 
$
(10,754
)
 
$
143,748

Net income

 

 
2,979

 

 

 
2,979

Other comprehensive income

 

 

 

 
1,998

 
1,998

Restricted stock awards

 
52

 

 

 

 
52

Restricted stock units for directors' deferred compensation plan

 
24

 

 

 

 
24

Cash dividends declared ($0.26 per share)

 

 
(1,230
)
 

 

 
(1,230
)
Distribution of 7,880 shares of treasury stock for directors' compensation

 
68

 

 
201

 

 
269

Distribution of 5,861 shares of treasury stock for employee compensation

 
50

 

 
150

 

 
200

Sale of 6,101 shares of treasury stock (a)

 
61

 

 
156

 

 
217

Forfeiture of 1,139 shares of restricted stock awards

 
43

 

 
(43
)
 

 

Balances at March 31, 2017
$
53

 
$
45,901

 
$
125,860

 
$
(14,801
)
 
$
(8,756
)
 
$
148,257

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2017, as reported
$
53

 
$
45,967

 
$
128,453

 
$
(14,320
)
 
$
(10,340
)
 
$
149,813

Cumulative effect of accounting change (b)

 

 
40

 

 
(202
)
 
(162
)
Balances at January 1, 2018, as adjusted
53

 
45,967

 
128,493

 
(14,320
)
 
(10,542
)
 
149,651

Net income

 

 
4,439

 

 

 
4,439

Other comprehensive loss

 

 

 

 
(3,294
)
 
(3,294
)
Restricted stock awards

 
163

 

 

 

 
163

Restricted stock units for directors' deferred compensation plan

 
25

 

 

 

 
25

Cash dividends declared ($0.26 per share)

 

 
(1,238
)
 

 

 
(1,238
)
Distribution of 6,015 shares of treasury stock for directors' compensation

 
147

 

 
154

 

 
301

Distribution of 1,784 shares of treasury stock for employee compensation

 
44

 

 
45

 

 
89

Sale of 2,648 shares of treasury stock (a)

 
58

 

 
68

 

 
126

Balances at March 31, 2018
$
53

 
$
46,404

 
$
131,694

 
$
(14,053
)
 
$
(13,836
)
 
$
150,262

(a) All treasury stock sales were completed at the prevailing market price with the Chemung Canal Trust Company Profit Sharing, Savings, and Investment Plan which is a defined contribution plan sponsored by the Bank.
(b) Due to implementation of ASC 2016-01. See "Adoption of New Accounting Standards" discussion in Note 1.

See accompanying notes to unaudited consolidated financial statements.
9



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three Months Ended 
 March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
2018
 
2017
Net income
$
4,439

 
$
2,979

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Amortization of intangible assets
194

 
226

Provision for loan losses
709

 
1,040

Net losses on disposal of fixed assets
7

 

Depreciation and amortization of fixed assets
889

 
960

Amortization of premiums on securities, net
305

 
357

Gains on sales of loans held for sale, net
(46
)
 
(69
)
Proceeds from sales of loans held for sale
3,611

 
3,634

Loans originated and held for sale
(3,213
)
 
(3,173
)
Net gains on equity investments
(6
)
 
(32
)
Net gains on sales of other real estate owned
(44
)
 
(17
)
Purchase of equity investments
(28
)
 
(20
)
Expense related to restricted stock units for directors' deferred compensation plan
25

 
24

Expense related to employee stock compensation
89

 
200

Expense related to employee restricted stock awards
163

 
52

Income from bank-owned life insurance
(16
)
 
(17
)
(Increase) decrease in other assets and accrued interest receiable
(2,478
)
 
2,290

Decrease in accrued interest payable
(29
)
 
(38
)
Increase (decrease) in other liabilities
2,409

 
(1,892
)
Net cash provided by operating activities
6,980

 
6,504

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Proceeds from sales and calls of securities available for sale
285

 

Proceeds from maturities and principal collected on securities available for sale
9,078

 
9,289

Proceeds from maturities and principal collected on securities held to maturity
261

 
1,164

Purchases of securities available for sale

 
(5,659
)
Purchases of securities held to maturity
(120
)
 
(180
)
Purchase of FHLBNY and FRBNY stock
(6,437
)
 
(6
)
Redemption of FHLBNY and FRBNY stock
9,124

 
450

Purchases of premises and equipment
(375
)
 
(243
)
Proceeds from sales of other real estate owned
157

 
101

Net increase in loans
(8,572
)
 
(34,327
)
Net cash (used in) provided by investing activities
3,401

 
(29,411
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Net increase in demand deposits, interest-bearing demand accounts,
  savings accounts, and insured money market accounts
52,670

 
91,400

Net decrease in time deposits
(1,916
)
 
(3,492
)
Net decrease in securities sold under agreements to repurchase

 
(12,391
)
Net decrease in FHLBNY overnight advances, net
(57,700
)
 

Repayments of FHLBNY long term advances
(2,000
)
 
(28
)
Payments made on capital leases
(53
)
 
(51
)
Sale of treasury stock
126

 
217

Cash dividends paid
(1,233
)
 
(1,225
)
Net cash (used in) provided by financing activities
(10,106
)
 
74,430

Net increase in cash and cash equivalents
275

 
51,523

Cash and cash equivalents, beginning of period
30,729

 
74,162

Cash and cash equivalents, end of period
$
31,004

 
$
125,685

(continued)
 
 
 

See accompanying notes to unaudited consolidated financial statements.
10



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(UNAUDITED)
(in thousands)
Three Months Ended 
 March 31,
Supplemental disclosure of cash flow information:
2018
 
2017
Cash paid (received) for:
 
 
 
Interest
$
798

 
$
858

Income taxes
$
(175
)
 
$

Supplemental disclosure of non-cash activity:
 

 
 

  Transfer of loans to other real estate owned
$
5

 
$
33

Dividends declared, not yet paid
$
1,238

 
$
1,230

Distribution of treasury stock for directors' compensation
$
301

 
$
269


See accompanying notes to unaudited consolidated financial statements.
11



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Corporation, through its wholly-owned subsidiaries, the Bank and CFS, provides a wide range of banking, financing, fiduciary and other financial services to its clients.  The Corporation and the Bank are subject to the regulations of certain federal and state agencies and undergo periodic examinations by those regulatory authorities.

CRM, a wholly-owned subsidiary of the Corporation, which was formed and began operations on May 31, 2016, is a Nevada-based captive insurance company which insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. CRM pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. CRM is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act.  These financial statements include the accounts of the Corporation and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation.  Amounts in the prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current period's presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information.  These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures necessary for the fair presentation of the accompanying consolidated financial statements have been included. The unconsolidated financial statements should be read in conjunction with the Corporation's 2017 Annual Report on Form 10-K for the year ended December 31, 2017. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

Reclassifications

Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders' equity.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires companies that lease valuable assets to recognize on their balance sheets the assets and liabilities generated by contracts longer than a year. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, though early adoption is permitted. The Corporation intends to adopt the new lease guidance as of January 1, 2019 and is currently evaluating the impact that adoption of these updates will have on its consolidated financial statements. Currently, the Corporation believes the implementation of this ASU will create a right of use asset of less than $10.0 million for the Corporation's 15 leased facilities and a related capital obligation of the same amount as of January 1, 2019.


12



In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The objective of the ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2019, though entities may adopt the amendments earlier for fiscal years beginning after December 15, 2018. The Corporation is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. The Corporation anticipates that the adoption of the CECL model will result in an increase to the Corporation's allowance for loan losses. The Corporation has established a committee to oversee the implementation of CECL and has selected a vendor to assist in the implementation process. In 2018 the committee plans to begin establishing parameters which will be used in the CECL model with the selected vendor. The Corporation further plans to run its current incurred loss model and a CECL model concurrently for twelve months prior to the adoption of this guidance on January 1, 2020.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The objective of the ASU is to simplify the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Additionally, the ASU removes the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of the ASU is not expected to have a significant impact on the Corporation's consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The objective of the ASU is to align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. The amendment requires that the premium be amortized to the earliest call date, but does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The adoption of the ASU is not expected to have a significant impact on the Corporation's consolidated financial statements.

Adoption of New Accounting Standards

On December 31, 2017, the Corporation elected for early adoption of ASU 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASC 220"). The objective of ASC 220 was to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act passed in December 2017. Adoption of ASC 220 eliminated the stranded tax effects within accumulated other comprehensive income resulting from the revaluation of the net deferred tax asset. Results for the three and twelve months ended December 31, 2017 were presented in accordance with ASC 220, with a reclassification of $1.8 million from accumulated other comprehensive income to retained earnings. The adoption of ASC 220 did not result in any adjustments during the first quarter of 2018 and the Corporation does not expect any adjustments going forward.

On January 1, 2018, the Corporation adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606"), which (1) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (2) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as other real estate owned. The majority of the Corporation's revenues come from interest income and other sources, including loans, leases, securities, and derivatives, that are outside the scope of ASC 606. The Corporation's services that fall within the scope of ASC 606 are presented within Non-interest income and are recognized as revenue as the Corporation satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, interchange income, wealth management fees, investment brokerage fees, and the sale of other real estate owned. Refer to Note 10 Revenue from Contracts with Customers for further discussion on the Corporation's accounting policies for revenue sources within the scope of ASC 606.

The Corporation adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported in accordance with legacy GAAP. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.


13



On January 1, 2018, the Corporation adopted ASU 2016-01, an amendment to Recognition and Measurement of Financial Assets and Financial Liabilities ("ASC 825"). The objectives of the ASC 825 were (1) require equity investments to be measured at fair value, with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose methods and significant assumptions used to estimate fair value for financial instruments measured at amortized cost on the balance sheet, (4) require the use of the exit price notion when measuring the fair value of financial instruments, and (5) clarify the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

The Corporation adopted ASC 825 using the modified retrospective method applied to equity investments as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 825, with comparable consolidated balance sheets also reported. The adjustments to opening retained earnings and accumulated other comprehensive loss related to the adoption of ASC 825 and are immaterial to the financial statements.

On January 1, 2018, the Corporation adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASC 230"). The objective of ASC 230 was to reduce the existing diversity in practice relating to eight specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principal. Results for reporting periods beginning after January 1, 2018 are presented under ASC 230, while prior periods amounts continue to be reported in accordance with legacy GAAP. The adoption of ASC 230 did not result in a change to how the Corporation accounts for its cash flows.

On January 1, 2018, the Corporation adopted ASU 2017-07, Compensation - Retirement Benefits - Improving the Presentation of Net Periodic Cost and Net Periodic Postretirement Benefit Cost ("ASC 715"). The objective of ASC 715 was to improve guidance related to the presentation of defined benefit costs in the income statement. Specifically, ASC 715 required that an employer report the service cost component in the same line item(s) as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, ASC 715 allows only the service cost component to be eligible for capitalization, when applicable. Results for reporting periods beginning after January 1, 2018 are presented under ASC 715, while prior period amounts continue to be reported in accordance with legacy GAAP, with comparable periods presented retrospectively for the presentation of the service cost and net periodic postretirement benefit cost in the income statement. The Corporation elected the practical expedient, which permits employers to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation for applying retrospective presentation requirements.


NOTE 2        EARNING PER COMMON SHARE (shares in thousands)

Basic earnings per share is net income divided by the weighted average number of common shares outstanding during the period.  Issuable shares, including those related to directors’ restricted stock units and directors’ stock compensation, are considered outstanding and are included in the computation of basic earnings per share.  All outstanding unvested share based payment awards that contain rights to non-forfeitable dividends are considered participating securities for this calculation.  Restricted stock awards are grants of participating securities and are considered outstanding at grant date.  Earnings per share information is adjusted to present comparative results for stock splits and stock dividends that occur.  Earnings per share were computed by dividing net income by 4,822 and 4,790 weighted average shares outstanding for the three-month periods ended March 31, 2018 and 2017, respectively. There were no common stock equivalents during the three-month periods ended March 31, 2018 or 2017.



14



NOTE 3        SECURITIES

Amortized cost and estimated fair value of securities available for sale are as follows (in thousands):
 
 
March 31, 2018
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Estimated Fair Value
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
15,490

 
$
15

 
$
54

 
$
15,451

Mortgage-backed securities, residential
 
216,489

 
87

 
8,757

 
207,819

Obligations of states and political subdivisions
 
52,177

 
44

 
604

 
51,617

Corporate bonds and notes
 
249

 

 

 
249

SBA loan pools
 
3,874

 
1

 
27

 
3,848

Total
 
$
288,279

 
$
147

 
$
9,442

 
$
278,984


 
 
December 31, 2017
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Estimated Fair Value
Obligations of U.S. Government and U.S. Government sponsored enterprises
 
$
15,492

 
$
20

 
$
21

 
$
15,491

Mortgage-backed securities, residential
 
224,939

 
136

 
5,166

 
219,909

Obligations of states and political subdivisions
 
52,928

 
355

 
151

 
53,132

Corporate bonds and notes
 
249

 
2

 

 
251

SBA loan pools
 
4,339

 
1

 
32

 
4,308

Total
 
$
297,947

 
$
514

 
$
5,370

 
$
293,091


Amortized cost and estimated fair value of securities held to maturity are as follows (in thousands):
 
 
March 31, 2018
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Estimated Fair Value
Obligations of states and political subdivisions
 
$
1,805

 
$

 
$

 
$
1,805

Time deposits with other financial institutions
 
1,835

 

 
13

 
1,822

Total
 
$
3,640

 
$

 
$
13

 
$
3,627


 
 
December 31, 2017
 
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Estimated Fair Value
Obligations of states and political subdivisions
 
$
1,946

 
$

 
$

 
$
1,946

Time deposits with other financial institutions
 
1,835

 

 
5

 
1,830

Total
 
$
3,781

 
$

 
$
5

 
$
3,776



15



The amortized cost and estimated fair value of debt securities are shown below by expected maturity.  Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.  Securities not due at a single maturity date are shown separately (in thousands):
 
 
March 31, 2018
 
 
Available for Sale
 
Held to Maturity
 
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Within one year
 
$
18,365

 
$
18,350

 
$
900

 
$
899

After one, but within five years
 
19,992

 
19,911

 
2,507

 
2,495

After five, but within ten years
 
28,720

 
28,245

 
233

 
233

After ten years
 
839

 
811

 

 

 
 
67,916

 
67,317

 
3,640

 
3,627

Mortgage-backed securities, residential
 
216,489

 
207,819

 

 

SBA loan pools
 
3,874

 
3,848

 

 

Total
 
$
288,279

 
$
278,984

 
$
3,640

 
$
3,627


There were no proceeds from sales and calls of securities resulting in gains or losses for the three months ended March 31, 2018 and 2017.

The following tables summarize the investment securities available for sale with unrealized losses at March 31, 2018 and December 31, 2017 by aggregated major security type and length of time in a continuous unrealized loss position (in thousands):

 
Less than 12 months
 
12 months or longer
 
Total
March 31, 2018
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Obligations of U.S. Government and U.S. Government sponsored enterprises
$
14,947

 
$
54

 
$

 
$

 
$
14,947

 
$
54

Mortgage-backed securities, residential
73,034

 
2,093

 
132,122

 
6,664

 
205,156

 
8,757

Obligations of states and political subdivisions
42,728

 
574

 
260

 
30

 
42,988

 
604

SBA loan pools
1,833

 
25

 
1,756

 
2

 
3,589

 
27

Total temporarily impaired securities
$
132,542

 
$
2,746

 
$
134,138

 
$
6,696

 
$
266,680

 
$
9,442


 
Less than 12 months
 
12 months or longer
 
Total
December 31, 2017
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Obligations of U.S. Government and U.S. Government sponsored enterprises
$
14,982

 
$
21

 
$

 
$

 
$
14,982

 
$
21

Mortgage-backed securities, residential
83,562

 
1,013

 
131,165

 
4,153

 
214,727

 
5,166

Obligations of states and political subdivisions
20,526

 
133

 
271

 
18

 
20,797

 
151

SBA loan pools
3,937

 
32

 

 

 
3,937

 
32

Total temporarily impaired securities
$
123,007

 
$
1,199

 
$
131,436

 
$
4,171

 
$
254,443

 
$
5,370


Other-Than-Temporary Impairment

As of March 31, 2018, the majority of the Corporation’s unrealized losses in the investment securities portfolio related to mortgage-backed securities.  At March 31, 2018, all of the unrealized losses related to mortgage-backed securities were issued by U.S. government sponsored entities, Fannie Mae and Freddie Mac. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because it is not likely that the Corporation will be required to sell these securities before their anticipated recovery, the Corporation does not consider these securities to be other-than-temporarily impaired at March 31, 2018.



16



NOTE 4        LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio, net of deferred origination fees and costs, is summarized as follows (in thousands):
 
 
March 31, 
 2018
 
December 31, 
 2017
Commercial and agricultural:
 
 
 
 
Commercial and industrial
 
$
199,947

 
$
198,463

Agricultural
 
529

 
544

Commercial mortgages:
 
 

 
 

Construction
 
55,404

 
45,558

Commercial mortgages, other
 
592,195

 
598,772

Residential mortgages
 
194,600

 
194,440

Consumer loans:
 
 

 
 

Credit cards
 
1,418

 
1,517

Home equity lines and loans
 
100,611

 
100,591

Indirect consumer loans
 
156,958

 
153,060

Direct consumer loans
 
18,249

 
18,879

Total loans, net of deferred origination fees and costs
 
$
1,319,911

 
$
1,311,824

Interest receivable on loans
 
3,618

 
3,758

Total recorded investment in loans
 
$
1,323,529

 
$
1,315,582


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

The following tables present the activity in the allowance for loan losses by portfolio segment for the three-month periods ended March 31, 2018 and 2017 (in thousands):
 
Three Months Ended March 31, 2018
Allowance for loan losses
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Beginning balance
$
6,976

 
$
8,514

 
$
1,316

 
$
4,355

 
$
21,161

Charge-offs
(19
)
 

 
(94
)
 
(458
)
 
(571
)
Recoveries
9

 
1

 
5

 
76

 
91

Net recoveries (charge-offs)
(10
)
 
1

 
(89
)
 
(382
)
 
(480
)
Provision
37

 
125

 
180

 
367

 
709

Ending balance
$
7,003

 
$
8,640

 
$
1,407

 
$
4,340

 
$
21,390

 
Three Months Ended March 31, 2017
Allowance for loan losses
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Beginning balance
$
1,589

 
$
7,270

 
$
1,523

 
$
3,871

 
$
14,253

Charge-offs
(5
)
 

 
(12
)
 
(427
)
 
(444
)
Recoveries
24

 
1

 
17

 
69

 
111

Net recoveries (charge-offs)
19

 
1

 
5

 
(358
)
 
(333
)
Provision
42

 
478

 
(16
)
 
536

 
1,040

Ending balance
$
1,650

 
$
7,749

 
$
1,512

 
$
4,049

 
$
14,960



17



The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
Allowance for loan losses:
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Ending allowance balance attributable to loans:
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
4,910

 
$
771

 
$

 
$

 
$
5,681

Collectively evaluated for impairment
2,093

 
7,869

 
1,407

 
4,340

 
15,709

   Total ending allowance balance
$
7,003

 
$
8,640

 
$
1,407

 
$
4,340

 
$
21,390

 
December 31, 2017
Allowance for loan losses:
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Ending allowance balance attributable to loans:
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
5,135

 
$
802

 
$

 
$

 
$
5,937

Collectively evaluated for impairment
1,841

 
7,683

 
1,316

 
4,355

 
15,195

Loans acquired with deteriorated credit quality

 
29

 

 

 
29

   Total ending allowance balance
$
6,976

 
$
8,514

 
$
1,316

 
$
4,355

 
$
21,161

 
March 31, 2018
Loans:
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Loans individually evaluated for impairment
$
5,795

 
$
7,359

 
$
425

 
$
61

 
$
13,640

Loans collectively evaluated for  impairment
195,242

 
642,054

 
194,671

 
277,922

 
1,309,889

   Total ending loans balance
$
201,037

 
$
649,413

 
$
195,096

 
$
277,983

 
$
1,323,529

 
December 31, 2017
Loans:
Commercial and Agricultural
 
Commercial Mortgages
 
Residential Mortgages
 
Consumer Loans
 
Total
Loans individually evaluated for impairment
$
6,133

 
$
7,302

 
$
427

 
$
64

 
$
13,926

Loans collectively evaluated for  impairment
193,443

 
638,080

 
194,510

 
274,831

 
1,300,864

Loans acquired with deteriorated credit quality

 
792

 

 

 
792

   Total ending loans balance
$
199,576

 
$
646,174

 
$
194,937

 
$
274,895

 
$
1,315,582



18



The following table presents loans individually evaluated for impairment recognized by class of loans as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
With no related allowance recorded:
Unpaid Principal Balance
 
Recorded Investment
 
Allowance for Loan Losses Allocated
 
Unpaid Principal Balance
 
Recorded Investment
 
Allowance for Loan Losses Allocated
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
770

 
$
773

 
$

 
$
861

 
$
867

 
$

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

Construction
351

 
352

 

 
364

 
365

 

Commercial mortgages, other
4,210

 
4,212

 

 
4,135

 
4,138

 

Residential mortgages
447

 
425

 

 
450

 
427

 

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

Home equity lines and loans
61

 
61

 

 
64

 
64

 

With an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Commercial and agricultural:
 
 
 

 
 

 
 

 
 

 
 

Commercial and industrial
5,019

 
5,022

 
4,910

 
5,231

 
5,266

 
5,135

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

Commercial mortgages, other
2,984

 
2,795

 
771

 
2,989

 
2,799

 
802

Total
$
13,842

 
$
13,640

 
$
5,681

 
$
14,094

 
$
13,926

 
$
5,937


The following table presents the average recorded investment and interest income of loans individually evaluated for impairment recognized by class of loans as of the three-month periods ended March 31, 2018 and 2017 (in thousands):

 
 
Three Months Ended 
 March 31, 2018
 
Three Months Ended 
 March 31, 2017
With no related allowance recorded:
 
Average Recorded Investment
 
Interest Income Recognized
(1)
 
Average Recorded Investment
 
Interest Income Recognized
(1)
Commercial and agricultural:
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
820

 
$
9

 
$
671

 
$
9

Commercial mortgages:
 
 

 
 

 
 

 
 

Construction
 
359

 
3

 
919

 
3

Commercial mortgages, other
 
4,175

 
5

 
7,000

 
59

Residential mortgages
 
426

 
2

 
393

 
2

Consumer loans:
 
 

 
 

 
 

 
 

Home equity lines & loans
 
63

 
1

 
84

 
1

With an allowance recorded:
 
 

 
 

 
 

 
 

Commercial and agricultural:
 
 

 
 

 
 

 
 

Commercial and industrial
 
5,144

 

 

 

Commercial mortgages:
 
 

 
 

 
 

 
 

Commercial mortgages, other
 
2,797

 
1

 
3,257

 
1

Consumer loans:
 
 

 
 

 
 

 
 

Home equity lines and loans
 

 

 
360

 

Total
 
$
13,784

 
$
21

 
$
12,684

 
$
75

(1)Cash basis interest income approximates interest income recognized.


19



The following table present the recorded investment in non-accrual and loans past due 90 days or more and still accruing by class of loans as of March 31, 2018 and December 31, 2017 (in thousands):

 
 
Non-accrual
 
Loans Past Due 90 Days or More and Still Accruing
 
 
March 31, 2018
 
December 31, 2017
 
March 31, 2018
 
December 31, 2017
Commercial and agricultural:
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
5,164

 
$
5,250

 
$
2

 
$
5

Commercial mortgages:
 
 
 
 
 
 
 
 
Construction
 
130

 
135

 

 

Commercial mortgages, other
 
6,597

 
6,520

 

 

Residential mortgages
 
3,155

 
3,160

 

 

Consumer loans:
 
 
 
 
 
 
 
 
Credit cards
 

 

 
26

 
24

Home equity lines and loans
 
1,302

 
1,310

 

 

Indirect consumer loans
 
886

 
935

 

 

Direct consumer loans
 
46

 
14

 

 

Total
 
$
17,280

 
$
17,324

 
$
28

 
$
29


The following tables present the aging of the recorded investment in loans as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
30 - 59 Days Past Due
 
60 - 89 Days Past Due
 
90 Days or More Past Due
 
Total Past Due
 
Loans Acquired with Deteriorated Credit Quality
 
Loans Not Past Due
 
Total
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,397

 
$

 
$
3,642

 
$
5,039

 
$

 
$
195,468

 
$
200,507

Agricultural

 

 

 

 

 
530

 
530

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

 
 
Construction

 

 

 

 

 
55,560

 
55,560

Commercial mortgages, other
442

 

 
928

 
1,370

 

 
592,483

 
593,853

Residential mortgages
1,719

 
308

 
1,263

 
3,290

 

 
191,806

 
195,096

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 
 
 
Credit cards
3

 
9

 
26

 
38

 

 
1,380

 
1,418

Home equity lines and loans
283

 
231

 
856

 
1,370

 

 
99,532

 
100,902

Indirect consumer loans
1,332

 
216

 
489

 
2,037

 

 
155,303

 
157,340

Direct consumer loans
38

 
4

 
35

 
77

 

 
18,246

 
18,323

Total
$
5,214

 
$
768

 
$
7,239

 
$
13,221

 
$

 
$
1,310,308

 
$
1,323,529




20



 
December 31, 2017
 
30 - 59 Days Past Due
 
60 - 89 Days Past Due
 
90 Days or More Past Due
 
Total Past Due
 
Loans Acquired with Deteriorated Credit Quality
 
Loans Not Past Due
 
Total
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,689

 
$
999

 
$
20

 
$
2,708

 
$

 
$
196,322

 
$
199,030

Agricultural

 

 

 

 

 
546

 
546

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

 
 
Construction

 

 

 

 

 
45,688

 
45,688

Commercial mortgages, other
2,399

 
115

 
748

 
3,262

 
792

 
596,432

 
600,486

Residential mortgages
1,399

 
939

 
1,474

 
3,812

 

 
191,125

 
194,937

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 
 
 
Credit cards
17

 
9

 
24

 
50

 

 
1,466

 
1,516

Home equity lines and loans
265

 
31

 
983

 
1,279

 

 
99,599

 
100,878

Indirect consumer loans
1,822

 
484

 
581

 
2,887

 

 
150,645

 
153,532

Direct consumer loans
48

 
28

 
2

 
78

 

 
18,891

 
18,969

Total
$
7,639

 
$
2,605

 
$
3,832

 
$
14,076

 
$
792

 
$
1,300,714

 
$
1,315,582


Troubled Debt Restructurings:

A modification of a loan may result in classification as a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession.  The Corporation offers various types of modifications which may involve a change in the schedule of payments, a reduction in the interest rate, an extension of the maturity date, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, requesting additional collateral, releasing collateral for consideration, substituting or adding a new borrower or guarantor, a permanent reduction of the recorded investment in the loan or a permanent reduction of the interest on the loan.

As of March 31, 2018 and December 31, 2017, the Corporation has a recorded investment in TDRs of $7.3 million and $7.7 million, respectively.  There were specific reserves of $0.5 million and $0.7 million allocated for TDRs at March 31, 2018 and December 31, 2017, respectively.  As of March 31, 2018, TDRs totaling $1.5 million were accruing interest under the modified terms and $5.8 million were on non-accrual status.  As of December 31, 2017, TDRs totaling $1.7 million were accruing interest under the modified terms and $6.0 million were on non-accrual status.  The Corporation had committed no additional amounts as of both March 31, 2018 and December 31, 2017, to customers with outstanding loans that are classified as TDRs.

During the three-month periods ended March 31, 2018 and 2017, the terms of certain loans were modified as TDRs. The modification of the terms of one commercial & industrial term loan during the three months ended March 31, 2018 included an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk. The modification of the terms of one commercial mortgage loan during the three months ended March 31, 2017 included a reduction of the scheduled amortized payments of the loan for greater than a three month period.


21



The following table presents loans by class modified as TDRs that occurred during the three month periods ended March 31, 2018 and 2017 (dollars in thousands):

March 31, 2018
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Troubled debt restructurings:
 
 
 
 
 
 
Commercial and agricultural:
 
 
 
 
 
 
Commercial and industrial
 
1

 
$
100

 
$
100

Total
 
1

 
$
100

 
$
100


March 31, 2017
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Troubled debt restructurings:
 
 
 
 
 
 
Commercial mortgages:
 
 

 
 

 
 

Commercial mortgages
 
1

 
$
166

 
$
166

Total
 
1

 
$
166

 
$
166


The TDRs described above did not increase the allowance for loan losses and resulted in no charge-offs during the three month periods ended March 31, 2018 and 2017.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. There were no payment defaults on any loans previously modified as TDRs within twelve months following the modification during the three month periods ended March 31, 2018 and 2017.

Credit Quality Indicators

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

For the retail loans, which include residential mortgages, indirect and direct consumer loans, home equity lines and loans, and credit cards, once a loan is properly approved and closed, the Corporation evaluates credit quality based upon loan repayment.

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

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

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

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


22



Commercial loans not meeting the criteria above to be considered criticized or classified are considered to be pass rated loans.  Loans listed as not rated are included in groups of homogeneous loans performing under terms of the loan notes.  Based on the analyses performed as of March 31, 2018 and December 31, 2017, the risk category of the recorded investment of loans by class of loans is as follows (in thousands):
 
March 31, 2018
 
Not Rated
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loans acquired with deteriorated credit quality
 
Total
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$

 
$
183,869

 
$
8,719

 
$
2,911

 
$
5,008

 
$

 
$
200,507

Agricultural

 
530

 

 

 

 

 
530

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

 
 
Construction

 
55,430

 

 
130

 

 

 
55,560

Commercial mortgages

 
567,624

 
11,570

 
13,307

 
1,352

 

 
593,853

Residential mortgages
191,941

 

 

 
3,155

 

 

 
195,096

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

 
 
Credit cards
1,418

 

 

 

 

 

 
1,418

Home equity lines and loans
99,600

 

 

 
1,302

 

 

 
100,902

Indirect consumer loans
156,454

 

 

 
886

 

 

 
157,340

Direct consumer loans
18,277

 

 

 
46

 

 

 
18,323

Total
$
467,690

 
$
807,453

 
$
20,289

 
$
21,737

 
$
6,360

 
$

 
$
1,323,529


23



 
December 31, 2017
 
Not Rated
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loans acquired with deteriorated credit quality
 
Total
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$

 
$
186,556

 
$
4,447

 
$
6,605

 
$
1,422

 
$

 
$
199,030

Agricultural

 
546

 

 

 

 

 
546

Commercial mortgages:
 

 
 

 
 

 
 

 
 

 
 

 
 
Construction

 
45,553

 

 
135

 

 

 
45,688

Commercial mortgages

 
575,321

 
9,665

 
13,331

 
1,377

 
792

 
600,486

Residential mortgages
191,777

 

 

 
3,160

 

 

 
194,937

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

 
 
Credit cards
1,516

 

 

 

 

 

 
1,516

Home equity lines and loans
99,568

 

 

 
1,310

 

 

 
100,878

Indirect consumer loans
152,598

 

 

 
934

 

 

 
153,532

Direct consumer loans
18,955

 

 

 
14

 

 

 
18,969

Total
$
464,414

 
$
807,976

 
$
14,112

 
$
25,489

 
$
2,799

 
$
792

 
$
1,315,582


The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential and consumer loan classes, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity.  The following table presents the recorded investment in residential and consumer loans based on payment activity as of March 31, 2018 and December 31, 2017 (in thousands):

 
March 31, 2018
 
 
 
Consumer Loans
 
Residential Mortgages
 
Credit Card
 
Home Equity Lines and Loans
 
Indirect Consumer Loans
 
Other Direct Consumer Loans
Performing
$
191,941

 
$
1,418

 
$
99,600

 
$
156,454

 
$
18,277

Non-Performing
3,155

 

 
1,302

 
886

 
46

 
$
195,096

 
$
1,418

 
$
100,902

 
$
157,340

 
$
18,323

 
December 31, 2017
 
 
 
Consumer Loans
 
Residential Mortgages
 
Credit Card
 
Home Equity Lines and Loans
 
Indirect Consumer Loans
 
Other Direct Consumer Loans
Performing
$
191,777

 
$
1,516

 
$
99,568

 
$
152,598

 
$
18,955

Non-Performing
3,160

 

 
1,310

 
934

 
14

 
$
194,937

 
$
1,516

 
$
100,878

 
$
153,532

 
$
18,969



24



At the time of the merger with Fort Orange Financial Corp., the Corporation identified certain loans with evidence of deteriorated credit quality, and the probability that the Corporation would be unable to collect all contractually required payments from the borrower.  These loans were classified as PCI loans.  The Corporation previously adjusted its estimates of future expected losses, cash flows, and renewal assumptions on the PCI loans.  These adjustments were made for changes in expected cash flows due to loans refinanced beyond original maturity dates, impairments recognized subsequent to the acquisition, advances made for taxes or insurance to protect collateral held and payments received in excess of amounts originally expected. During the first quarter of 2018, management determined that the disclosure of PCI loans was no longer material and will analyze these loans as part of the overall impairment process going forward.

NOTE 5        FAIR VALUE

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

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

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

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

The Corporation used the following methods and significant assumptions to estimate fair value on a recurring basis:

Available for Sale Securities:  The fair values of securities available for sale are usually determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or matrix pricing, which is a mathematical technique widely used to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3 inputs).

Equity Investments:  Securities that are held to fund a deferred compensation plan and securities that have a readily determinable fair market value, are recorded at fair value with changes in fair value included in earnings.  The fair values of equity investments are determined by quoted market prices (Level 1 inputs).

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

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

Appraisals for both collateral-dependent impaired loans and OREO are performed by certified general appraisers (commercial properties) or certified residential appraisers (residential properties) whose qualifications and licenses have been reviewed and verified by the Corporation.  Once received, appraisals are reviewed for reasonableness of assumptions, approaches utilized, Uniform Standards of Professional Appraisal Practice and other regulatory compliance, as well as the overall resulting fair value

25



in comparison with independent data sources such as recent market data or industry-wide statistics.  Appraisals are generally completed within the previous 12 month period prior to a property being placed into OREO.  On impaired loans, appraisal values are adjusted based on the age of the appraisal, the position of the lien, the type of the property and its condition.

Derivatives: The fair values of interest rate swaps are based on valuation models using observable market data as of the measurement date (Level 2 inputs). Derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices, and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counter-party's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation has considered the impact of any applicable credit enhancements, such as collateral postings. Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize credit default rate assumptions (Level 3 inputs).

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 
 
Fair Value Measurement at March 31, 2018 Using
Financial Assets:
Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Obligations of U.S. Government and U.S. Government sponsored enterprises
$
15,451

 
$

 
$
15,451

 
$

Mortgage-backed securities, residential
207,819

 

 
207,819

 

Obligations of states and political subdivisions
51,617

 

 
51,617

 

Corporate bonds and notes
249

 

 
249

 

SBA loan pools
3,848

 

 
3,848

 

Total available for sale securities
$
278,984

 
$

 
$
278,984

 
$

 
 
 
 
 
 
 
 
Equity investments
$
1,225

 
$
1,225

 
$

 
$

Derivative assets
1,820

 

 
1,820

 

 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
1,870

 
$

 
$
1,820

 
$
50


There were no transfers between Level 1 and Level 2 during the three-month period ended March 31, 2018.


26



 
 
Fair Value Measurement at December 31, 2017 Using
Financial Assets:
Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Obligations of U.S. Government and U.S. Government sponsored enterprises
$
15,491

 
$

 
$
15,491

 
$

Mortgage-backed securities, residential
219,909

 

 
219,909

 

Obligations of states and political subdivisions
53,132

 

 
53,132

 

Corporate bonds and notes
251

 

 
251

 

SBA loan pools
4,308

 

 
4,308

 

Total available for sale securities
$
293,091

 
$

 
$
293,091

 
$

 
 
 
 
 
 
 
 
Equity investments
$
1,192

 
$
1,192

 
$

 
$

Derivative assets
974

 

 
974

 

 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
1,049

 
$

 
$
974

 
$
75


There were no transfers between Level 1 and Level 2 during the twelve month period ended December 31, 2017.

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three-month periods ended March 31, 2018 and March 31, 2017 (in thousands):

 
 
Assets (Liabilities)
 
 
Corporate Bonds and Notes
 
Derivative Liabilities
 
 
March 31, 2018
 
March 31, 2017
 
March 31, 2018
 
March 31, 2017
Balance of recurring Level 3 assets at January 1
 
$

 
$
250

 
$
(75
)
 
$
(68
)
Total gains or losses for the period:
 
 
 
 
 
 
 
 
Included in earnings - other non-interest income
 

 

 
25

 
3

Included in other comprehensive income
 

 
1

 

 

Balance of recurring Level 3 assets at March 31,
 
$

 
$
251

 
$
(50
)
 
$
(65
)

The following table presents information related to Level 3 recurring fair value measurements at March 31, 2018 and December 31, 2017 (in thousands):

Description
 
Fair Value at
March 31,
2018
 
Valuation Technique
 
Unobservable Inputs
 
Range
[Weighted Average]
at March 31, 2018
Derivative liabilities
 
$
50

 
Historical trend
 
Credit default rate
 
5.52% - 5.52%
[5.52%]

Description
 
Fair Value at
December 31,
2017
 
Valuation Technique
 
Unobservable Inputs
 
Range
[Weighted Average]
at December 31, 2017
Derivative liabilities
 
$
75

 
Historical trend
 
Credit default rate
 
5.67% - 5.67%
[5.67%]




27




Assets and liabilities measured at fair value on a non-recurring basis are summarized below (in thousands):
 
 
 
Fair Value Measurement at March 31, 2018 Using
Financial Assets:
Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Gains (Losses)
Impaired Loans:
 
 
 
 
 
 
 
 
 
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
  Commercial and industrial
$
12

 
$

 
$

 
$
12

 
$

Commercial mortgages:
 
 
 
 
 
 
 
 
 
Commercial mortgages
338

 

 

 
338

 
(59
)
Total impaired loans
$
350

 
$

 
$

 
$
350

 
$
(59
)
Other real estate owned:
 

 
 

 
 

 
 

 
 
Commercial mortgages:
 

 
 

 
 

 
 

 
 
  Commercial mortgages
$
1,474

 
$

 
$

 
$
1,474

 
$

Residential mortgages
283

 

 

 
283

 

Consumer loans:
 

 
 

 
 

 
 

 
 

Home equity lines and loans
75

 

 

 
75

 

Total other real estate owned, net
$
1,832

 
$

 
$

 
$
1,832

 
$


 
 
 
Fair Value Measurement at December 31, 2017 Using
Financial Assets:
Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Gains (Losses)
Impaired Loans:
 
 
 
 
 
 
 
 
 
Commercial and agricultural:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
96

 
$

 
$

 
$
96

 
$
(70
)
Commercial mortgages:
 
 
 
 
 
 
 
 
 
  Commercial mortgages
411

 

 

 
411

 
(105
)
Total impaired loans
$
507

 
$

 
$

 
$
507

 
$
(175
)
Other real estate owned:
 

 
 

 
 

 
 

 
 
Commercial mortgages:
 

 
 

 
 

 
 

 
 
Commercial mortgages
$
1,483

 
$

 
$

 
$
1,483

 
$
(43
)
Residential mortgages
382

 

 

 
382

 

Consumer loans:
 

 
 

 
 

 
 

 
 

Home equity lines and loans
75

 

 

 
75

 

Total other real estate owned, net
$
1,940

 
$

 
$

 
$
1,940

 
$
(43
)


28



The following tables presents information related to Level 3 non-recurring fair value measurement at March 31, 2018 and December 31, 2017 (in thousands):
Description
 
Fair Value at March 31, 2018
 
Valuation Technique
 
Unobservable Inputs
 
Range
[Weighted Average]
at
March 31, 2018
Impaired loans:
 
 
 
 
 
 
 
 
Commercial and agricultural:
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
12

 
Sales comparison
 
Discount to appraised value
 
0.00% - 0.00%
[0.00%]
Commercial mortgages:
 
 
 
 
 
 
 
 
Commercial mortgages
 
338

 
Sales comparison
 
Discount to appraised value
 
21.98% - 69.81%
[55.51%]
 
 
$
350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OREO:
 
 
 
 
 
 
 
 
Commercial mortgages:
 
 
 
 
 
 
 
 
Commercial mortgages
 
$
1,474

 
Sales comparison
 
Discount to appraised value
 
10.00% - 22.95%
[19.79%]
Residential mortgages
 
283

 
Sales comparison
 
Discount to appraised value
 
17.28% - 39.78%
[20.39%]
Consumer loans:
 
 
 
 
 
 
 
 
Home equity lines and loans
 
75

 
Sales comparison
 
Discount to appraised value
 
20.80% - 20.80%
[20.80%]
 
 
$
1,832

 
 
 
 
 
 

Description
 
Fair Value at December 31, 2017
 
Valuation Technique
 
Unobservable Inputs
 
Range
[Weighted Average]
at
December 31, 2017
Impaired loans:
 
 
 
 
 
 
 
 
Commercial and agricultural:
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
96

 
Sales comparison
 
Discount to appraised value
 
0.00% - 36.07%
[33.02%]
Commercial mortgages:
 
 
 
 
 
 
 
 
  Commercial mortgages
 
411

 
Sales comparison
 
Discount to appraised value
 
10.00% - 89.98%
[51.35%]
 
 
$
507

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OREO:
 
 
 
 
 
 
 
 
Commercial mortgages:
 
 
 
 
 
 
 
 
  Commercial mortgages
 
$
1,483

 
Sales comparison
 
Discount to appraised value
 
10.00% - 22.95%
[19.75%]
Residential mortgages
 
382

 
Sales comparison
 
Discount to appraised value
 
17.28% - 27.97%
[20.77%]
Consumer loans:
 
 
 
 
 
 
 
 
Home equity lines and loans
 
75

 
Sales comparison
 
Discount to appraised value
 
20.80% - 20.80%
[20.80%]
 
 
$
1,940

 
 
 
 
 
 


29



FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of other financial instruments, at March 31, 2018 and December 31, 2017, are as follows (in thousands):
 
March 31, 2018
Financial assets:
Carrying Amount
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Estimated Fair Value
(1)
Cash and due from financial institutions
$
25,473

 
$
25,473

 
$

 
$

 
$
25,473

Interest-bearing deposits in other financial institutions
5,531

 
5,531

 

 

 
5,531

Equity investments
1,225

 
1,225

 

 

 
1,225

Securities available for sale
278,984

 

 
278,984

 

 
278,984

Securities held to maturity
3,640

 

 
1,822

 
1,085

 
2,907

FHLBNY and FRBNY stock
3,097

 

 

 

 
N/A

Loans, net and loans held for sale
1,298,711

 

 

 
1,272,169

 
1,272,169

Accrued interest receivable
4,624

 

 
1,006

 
3,618

 
4,624

Derivative assets
1,820

 

 
1,820

 

 
1,820

 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 

 
 

Demand, savings, and insured money market accounts
$
1,401,753

 
$
1,401,753

 
$

 
$

 
$
1,401,753

Time deposits
116,447

 

 
116,677

 

 
116,677

Securities sold under agreements to repurchase
10,000

 

 
10,019

 

 
10,019

Accrued interest payable
119

 
24

 
95

 

 
119

Derivative liabilities
1,870

 

 
1,820

 
50

 
1,870

(1) Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

30



 
December 31, 2017
Financial assets:
Carrying Amount
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Estimated Fair Value
(1)
Cash and due from financial institutions
$
27,966

 
$
27,966

 
$

 
$

 
$
27,966

Interest-bearing deposits in other financial institutions
2,763

 
2,763

 

 

 
2,763

Equity investments
1,192

 
1,192

 

 

 
1,192

Securities available for sale
293,091

 

 
293,091

 

 
293,091

Securities held to maturity
3,781

 

 
1,830

 
1,946

 
3,776

FHLBNY and FRBNY stock
5,784

 

 

 

 
N/A

Loans, net
1,291,205

 

 

 
1,289,584

 
1,289,584

Loans held for sale
542

 

 
542

 

 
542

Accrued interest receivable
4,642

 
1

 
867

 
3,774

 
4,642

Derivative assets
974

 

 
974

 

 
974

 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 

 
 

Demand, savings, and insured money market accounts
$
1,349,084

 
$
1,349,084

 
$

 
$

 
$
1,349,084

Time deposits
118,362

 

 
118,598

 

 
118,598

Securities sold under agreements to repurchase
10,000

 

 
10,058

 

 
10,058

FHLBNY overnight advances
57,700

 

 
57,700

 

 
57,700

FHLBNY term advances
2,000

 

 
2,001

 

 
2,001

Accrued interest payable
148

 
24

 
124

 

 
148

Derivative liabilities
1,049

 

 
974

 
75

 
1,049

(1) Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.


NOTE 6        GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill included in the core banking segment during the periods ended March 31, 2018 and 2017 were as follows (in thousands):
 
 
2018
 
2017
Beginning of year
 
$
21,824

 
$
21,824

Acquired goodwill
 

 

Ending balance March 31,
 
$
21,824

 
$
21,824


Acquired intangible assets were as follows at March 31, 2018 and December 31, 2017 (in thousands):
 
 
At March 31, 2018
 
At December 31, 2017
 
 
Balance Acquired
 
Accumulated Amortization
 
Balance Acquired
 
Accumulated Amortization
Core deposit intangibles
 
$
5,975

 
$
5,301

 
$
5,975

 
$
5,196

Other customer relationship intangibles
 
5,633

 
4,416

 
5,633

 
4,327

Total
 
$
11,608

 
$
9,717

 
$
11,608

 
$
9,523


Aggregate amortization expense was $0.2 million for both of the three month periods ended March 31, 2018 and 2017.

31




The remaining estimated aggregate amortization expense at March 31, 2018 is listed below (in thousands):
Year
 
Estimated Expense
2018
 
$
540

2019
 
609

2020
 
484

2021
 
258

2022
 

Total
 
$
1,891



NOTE 7        SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

A summary of securities sold under agreements to repurchase as of March 31, 2018 and December 31, 2017 is as follows (in thousands):
 
March 31, 2018
 
Overnight and Continuous
 
Up to 1 Year
 
1 - 3 Years
 
3+ Years
 
Total
Mortgage-backed securities, residential
$

 
$
12,000

 
$

 
$

 
$
12,000

Excess collateral held

 
(2,000
)
 

 

 
(2,000
)
Gross amount of recognized liabilities for repurchase agreements
$

 
$
10,000

 
$

 
$

 
$
10,000


 
December 31, 2017
 
Overnight and Continuous
 
Up to 1 Year
 
1 - 3 Years
 
3+ Years
 
Total
Mortgage-backed securities, residential
$

 
$
11,798

 
$

 
$

 
$
11,798

Excess collateral held

 
(1,798
)
 

 

 
(1,798
)
Gross amount of recognized liabilities for repurchase agreements
$

 
$
10,000

 
$

 
$

 
$
10,000


The Corporation enters into sales of securities under agreements to repurchase and the amounts received under these agreements represent borrowings and are reflected as a liability in the consolidated balance sheets.  The securities underlying these agreements are included in investment securities in the consolidated balance sheets.

The Corporation has no control over the market value of the securities which fluctuate due to market conditions, however, the Corporation is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price.  The Corporation manages this risk by utilizing highly marketable and easily priced securities, monitoring these securities for significant changes in market valuation routinely, and maintaining an unpledged securities portfolio believed to be sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.


NOTE 8        COMMITMENTS AND CONTINGENCIES

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


32



The following table lists the contractual amounts of financial instruments with off-balance sheet risk at March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
 
Fixed Rate
 
Variable Rate
 
Fixed Rate
 
Variable Rate
Commitments to make loans
$
19,547

 
$
29,057

 
$
16,019

 
$
28,591

Unused lines of credit
1,171

 
203,064

 
1,604

 
200,353

Standby letters of credit

 
14,694

 

 
15,022


On March 23, 2016, the Bank received a summons and complaint for an action brought in the State of New York Supreme Court for the County of Tompkins, regarding its lease of 202 East State Street, Ithaca, NY, a branch location which the Bank had vacated. The owner of the leased premises has alleged that the Bank has breached its contract and is requesting a judgment declaring that the term of the lease runs through December 31, 2025 or a judgment in his favor in the amount of $4.0 million. The Bank has denied that it breached the contract. On July 25, 2016, the Corporation received Notice of Entry of the decision and order of the New York Supreme Court for the County of Tompkins, involving claims by the owner of the leased premises at 202 East State Street, Ithaca, New York against the Bank. The Court granted, in part, partial summary judgment in favor of the plaintiff - on the issue of liability only- for anticipatory breach and breach of contract. The fraud claims were dismissed, and summary judgment was denied on the plaintiff’s trespass claims. The Court set the matter down for an inquest on damages at a later date, with the original claim by the plaintiff seeking $4.0 million in damages. The Corporation established a legal reserve of $1.2 million in connection with this case during the second quarter of 2016.

Subsequent to an appeal of the lower court determination, which was perfected in the Appellate Division, Third Department of State Supreme Court, on June 29, 2017, the Bank received Notice of Entry of the decision and Order of that Court which affirmed the lower court’s decision in favor of the plaintiff with damages to be determined at a later proceeding.  The Bank established an additional legal reserve in the amount of $850 thousand, in connection with this case, during the second quarter of 2017. The Bank’s total reserve with respect to this matter now stands at $2.3 million, including $0.2 million accrued for related expenses not yet paid. A motion to the Appellate Division for reargument or permission for leave to appeal to the Court of Appeals was filed and denied during the fourth quarter of 2017. The parties have agreed to mediate the question of damages with an independent mediator with a scheduled date of May 30, 2018.

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


NOTE 9        ACCUMULATED OTHER COMPREHENSIVE LOSS

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


33



The following is a summary of the changes in accumulated other comprehensive loss by component, net of tax, for the periods indicated (in thousands):
 
 
Unrealized Gains and Losses on Securities Available for Sale
 
Defined Benefit and Other Benefit Plans
 
Total
Balance at January 1, 2018, as reported
 
$
(3,415
)
 
$
(6,925
)
 
$
(10,340
)
Cumulative effect of account change
 
(202
)
 

 
(202
)
Balance at January 1, 2018, as adjusted
 
(3,617
)
 
(6,925
)
 
(10,542
)
Other comprehensive income before reclassification
 
(3,307
)
 

 
(3,307
)
Amounts reclassified from accumulated other comprehensive income
 

 
13

 
13

Net current period other comprehensive income (loss)
 
(3,307
)
 
13

 
(3,294
)
Balance at March 31, 2018
 
$
(6,924
)
 
$
(6,912
)
 
$
(13,836
)

 
 
Unrealized Gains and Losses on Securities Available for Sale
 
Defined Benefit and Other Benefit Plans
 
Total
Balance at January 1, 2017
 
$
(4,356
)
 
$
(6,398
)
 
$
(10,754
)
Other comprehensive loss before reclassification
 
1,977

 

 
1,977

Amounts reclassified from accumulated other comprehensive income
 

 
21

 
21

Net current period other comprehensive income
 
1,977

 
21

 
1,998

Balance at March 31, 2017
 
$
(2,379
)
 
$
(6,377
)
 
$
(8,756
)

The following is the reclassification out of accumulated other comprehensive income for the periods indicated (in thousands):
Details about Accumulated Other Comprehensive Income Components
 
Three Months Ended 
 March 31,
 
Affected Line Item
in the Statement Where
Net Income is Presented
 
 
2018
 
2017
 
 
Amortization of defined pension plan and other benefit plan items:
 
 

 
 

 
     
Prior service costs (a)
 
$
(55
)
 
$
(55
)
 
Other components of net periodic pension and postretirement benefits
Actuarial losses (a)
 
73

 
88

 
Other components of net periodic pension and postretirement benefits
Tax effect
 
(5
)
 
(12
)
 
Income tax expense
Total reclassification for the period, net of tax
 
$
13

 
$
21

 
 
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension and other benefit plan costs (see Note 11 for additional information).


NOTE 10    REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. The following table presents the Corporation's non-interest income by revenue stream and reportable segment for the three months ended March 31, 2018 and 2017 (in thousands). Items outside the scope of ASC 606 are noted as such.


34



 
Three Months Ended March 31, 2018
Revenue by Operating Segment:
Core Banking
 
WMG
 
Holding Company, CFS, and CRM(c)
 
Total
Non-interest income
 
 
 
 
 
 
 
Service charges on deposit accounts
 
 
 
 
 
 
 
         Overdraft fees
$
965

 
$

 
$

 
$
965

         Other
199

 

 

 
199

Interchange revenue from debit card transactions
1,035

 

 

 
1,035

WMG fee income

 
2,316

 

 
2,316

CFS fee and commission income

 

 
110

 
110

Net gains on sales of OREO
44

 

 

 
44

Net gains on sales of loans(a)
46

 

 

 
46

Loan servicing fees(a)
22

 

 

 
22

Other(a)
872

 

 
(134
)
 
738

Total non-interest income (loss)
$
3,183

 
$
2,316

 
$
(24
)
 
$
5,475



Three Months Ended March 31, 2017(b)
Revenue by Operating Segment:
Core Banking
 
WMG
 
Holding Company, CFS, and CRM(c)
 
Total
Non-interest income

 

 

 

Service charges on deposit accounts

 

 

 

         Overdraft fees
$
979

 
$

 
$

 
$
979

         Other
205

 

 

 
205

Interchange revenue from debit card transactions
920

 

 

 
920

WMG fee income

 
2,109

 

 
2,109

CFS fee and commission income

 

 
139

 
139

Net gains on sales of OREO
17

 

 

 
17

Net gains on sales of loans(a)
69

 

 

 
69

Loan servicing fees(a)
20

 

 

 
20

Other(a)
395

 

 
(6
)
 
389

Total non-interest income
$
2,605

 
$
2,109

 
$
133

 
$
4,847

(a) Not within scope of ASC 606.
(b) The Corporation elected the modified retrospective approach of adoption; therefore, prior period balances are presented under legacy GAAP and may not be comparable to current year presentation.
(c) The Holding Company, CFS, and CRM column above includes amounts to eliminate transactions between segments.

A description of the Corporation's revenue streams accounted for under ASC 606 follows:

Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which included services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are recognized at the time the maintenance occurs. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.


35



Interchange Income from Debit Card Transactions: The Corporation earns interchange fees from debit cardholder transactions conducted through the Mastercard payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to cardholder.

WMG Fee Income (Gross): The Corporation earns wealth management fees from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management (AUM) at quarter-end.

CFS Fee and Commission Income (Net): The Corporation earns fees from investment brokerage services provided to its customers by a third-party service provider. The Corporation receives commissions from the third-party service provider on a monthly basis based upon customer activity for the month. The Corporation (i) acts as an agent in arranging the relationship between the customer and the third-party service provider and (ii) does not control the services rendered to the customers. Investment brokerage fees are presented net of related costs. The Corporation also earns fees from tax services provided to its customers.

Net Gains/Losses on Sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.


NOTE 11    COMPONENTS OF QUARTERLY AND YEAR TO DATE NET PERIODIC BENEFIT COSTS

The components of net periodic expense for the Corporation’s pension and other benefit plans for the periods indicated are as follows (in thousands):
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Qualified Pension Plan
 
 
 
 
Service cost, benefits earned during the period
 
$

 
$

Interest cost on projected benefit obligation
 
385

 
403

Expected return on plan assets
 
(826
)
 
(785
)
Amortization of unrecognized transition obligation
 

 

Amortization of unrecognized prior service cost
 

 

Amortization of unrecognized net loss
 
43

 
58

Net periodic pension benefit
 
$
(398
)
 
$
(324
)
 
 
 
 
 
Supplemental Pension Plan
 
 

 
 

Service cost, benefits earned during the period
 
$

 
$

Interest cost on projected benefit obligation
 
12

 
12

Expected return on plan assets
 

 

Amortization of unrecognized prior service cost
 

 

Amortization of unrecognized net loss
 
2

 
1

Net periodic supplemental pension cost
 
$
14

 
$
13

 
 
 
 
 
Postretirement Plan, Medical and Life
 
 

 
 

Service cost, benefits earned during the period
 
$

 
$

Interest cost on projected benefit obligation
 
3

 
4

Expected return on plan assets
 

 

Amortization of unrecognized prior service cost
 
(55
)
 
(55
)
Amortization of unrecognized net loss
 
28

 
29

Net periodic postretirement, medical and life benefit
 
$
(24
)
 
$
(22
)

36





NOTE 12    SEGMENT REPORTING

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

Accounting policies for the segments are the same as those described in Note 1 of the Corporation’s 2017 Annual Report on Form 10-K, which was filed with the SEC on March 8, 2018. Summarized financial information concerning the Corporation’s reportable segments and the reconciliation to the Corporation’s consolidated results are shown in the following table.  Income taxes are allocated based on the separate taxable income of each entity and indirect overhead expenses are allocated based on reasonable and equitable allocations applicable to the reportable segment.  The Holding Company, CFS, and CRM column below includes amounts to eliminate transactions between segments (in thousands).


 
 
Three months ended March 31, 2018
 
 
Core Banking
 
WMG
 
Holding Company, CFS, and CRM
 
Consolidated Totals
Interest and dividend income
 
$
15,662

 
$

 
$
7

 
$
15,669

Interest expense
 
769

 

 

 
769

Net interest income
 
14,893

 

 
7

 
14,900

Provision for loan losses
 
709

 

 

 
709

Net interest income after provision for loan losses
 
14,184

 

 
7

 
14,191

Other non-interest income
 
3,183

 
2,316

 
(24
)
 
5,475

Other non-interest expenses
 
12,415

 
1,478

 
273

 
14,166

Income (loss) before income tax expense (benefit)
 
4,952

 
838

 
(290
)
 
5,500

Income tax expense (benefit)
 
894

 
213

 
(46
)
 
1,061

Segment net income (loss)
 
$
4,058

 
$
625

 
$
(244
)
 
$
4,439

 
 
 
 
 
 
 
 
 
Segment assets
 
$
1,688,034

 
$
4,090

 
$
7,830

 
$
1,699,954


 
 
Three months ended March 31, 2017
 
 
Core Banking
 
WMG
 
Holding Company, CFS, and CRM
 
Consolidated Totals
Interest and dividend income
 
$
14,311

 
$

 
$
3

 
$
14,314

Interest expense
 
820

 

 

 
820

Net interest income
 
13,491

 

 
3

 
13,494

Provision for loan losses
 
1,040

 

 

 
1,040

Net interest income after provision for loan losses
 
12,451

 

 
3

 
12,454

Other non-interest income
 
2,605

 
2,109

 
133

 
4,847

Other non-interest expenses
 
11,444

 
1,305

 
296

 
13,045

Income (loss) before income tax expense (benefit)
 
3,612

 
804

 
(160
)
 
4,256

Income tax expense (benefit)
 
1,048

 
305

 
(76
)
 
1,277

Segment net income (loss)
 
$
2,564

 
$
499

 
$
(84
)
 
$
2,979

 
 
 
 
 
 
 
 
 
Segment assets
 
$
1,729,057

 
$
4,270

 
$
2,773

 
$
1,736,100



37




NOTE 13    STOCK COMPENSATION

Board of Directors' Stock Compensation

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

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

During January 2018 and 2017, 6,015 and 7,880 shares, respectively, were re-issued from treasury to fund the stock component of directors' compensation.  An expense of $85 thousand and $79 thousand related to this compensation was recognized during the three-month periods ended March 31, 2018 and 2017, respectively. This expense is accrued as shares are earned.

Restricted Stock Plan

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

A summary of restricted stock activity for the three month period ended March 31, 2018 is presented below:
 
 
Shares
 
Weighted–Average Grant Date Fair Value
Nonvested at January 1, 2018
 
25,522

 
$
38.01

Granted
 

 

Vested
 
(1,589
)
 
30.75

Forfeited or cancelled
 

 

Nonvested at March 31, 2018
 
23,933

 
$
38.12


As of March 31, 2018, there was $792 thousand of total unrecognized compensation cost related to nonvested shares granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 3.46 years.  The total fair value of shares vested was $73 thousand and $16 thousand for the three month periods ended March 31, 2018 and 2017, respectively.


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

Introduction

The following is the MD&A of the Corporation in this Form 10-Q for the three months ended March 31, 2018 and 2017.  Reference should be made to the accompanying unaudited consolidated financial statements and footnotes, and the Corporation’s 2017 Annual Report on Form 10-K, which was filed with the SEC on March 8, 2018, for an understanding of the following discussion and analysis.  See the list of commonly used abbreviations and terms on pages 3–5.

The MD&A included in this Form 10-Q contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Corporation's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. For a discussion of those risks and uncertainties and the factors that could cause the Corporation’s actual results to differ materially from those risks and uncertainties, see Forward-looking Statements below and in Part I, Item 1A, Risk Factors, on pages 17–24 of the Corporation’s 2017 Form 10-K.  For a discussion of use of non-GAAP financial measures, see pages 64–67 of the Corporation's 2017 Form 10-K or pages 59-61 in this Form 10-Q.


38



The Corporation has been a financial holding company since 2000, the Bank was established in 1833, CFS in 2001, and CRM in 2016.  Through the Bank and CFS, the Corporation provides a wide range of financial services, including demand, savings and time deposits, commercial, residential and consumer loans, interest rate swaps, letters of credit, wealth management services, employee benefit plans, insurance products, mutual funds and brokerage services.  The Bank relies substantially on a foundation of locally generated deposits.  The Corporation, on a stand-alone basis, has minimal results of operations.  The Bank derives its income primarily from interest and fees on loans, interest income on investment securities, WMG fee income, and fees received in connection with deposit and other services.  The Bank’s operating expenses are interest expense paid on deposits and borrowings, salaries and employee benefit plans, and general operating expenses. CRM is a Nevada-based captive insurance company which insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. CRM pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

Forward-looking Statements

This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Corporation intends its forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections.  All statements regarding the Corporation's expected financial position and operating results, the Corporation's business strategy, the Corporation's financial plans, forecasted demographic and economic trends relating to the Corporation's industry and similar matters are forward-looking statements. These statements can sometimes be identified by the Corporation's use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend."  The Corporation cannot promise that its expectations in such forward-looking statements will turn out to be correct.  The Corporation's actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, difficulties in managing the Corporation’s growth, competition, changes in law or the regulatory environment, including the Dodd-Frank Act, and changes in general business and economic trends. Information concerning these and other factors can be found in the Corporation’s periodic filings with the SEC, including the discussion under the heading “Item 1A. Risk Factors” in the Corporation’s 2017 Annual Report on Form 10-K.  These filings are available publicly on the SEC’s web site at http://www.sec.gov, on the Corporation's web site at http://www.chemungcanal.com or upon request from the Corporate Secretary at (607) 737-3746. Except as otherwise required by law, the Corporation undertakes no obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.



39



Consolidated Financial Highlights

 
 
 
 
 
 
 
 
 
 
 
As of or for the Three Months Ended
 
March 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
 
March 31,
(in thousands, except per share data)
2018
 
2017
 
2017
 
2017
 
2017
RESULTS OF OPERATIONS
Interest income
$
15,669

 
$
15,560

 
$
15,497

 
$
14,684

 
$
14,314

Interest expense
769

 
780

 
734

 
734

 
820

Net interest income
14,900

 
14,780

 
14,763

 
13,950

 
13,494

Provision for loan losses
709

 
6,272

 
1,289

 
421

 
1,040

Net interest income after provision for loan losses
14,191

 
8,508

 
13,474

 
13,529

 
12,454

Non-interest income
5,475

 
5,456

 
5,166

 
5,022

 
4,847

Non-interest expense
14,166

 
13,111

 
13,276

 
14,332

 
13,045

Income before income tax expense
5,500

 
853

 
5,364

 
4,219

 
4,256

Income tax expense
1,061

 
3,012

 
1,710

 
1,263

 
1,277

Net income (loss)
$
4,439

 
$
(2,159
)
 
$
3,654

 
$
2,956

 
$
2,979

 
 
 
 
 
 
 
 
 
 
Basic and diluted earnings per share
$
0.92

 
$
(0.45
)
 
$
0.76

 
$
0.62

 
$
0.62

Average basic and diluted shares outstanding
4,822

 
4,809

 
4,802

 
4,797

 
4,790

 
 
 
 
 
 
 
 
 
 
PERFORMANCE RATIOS - Annualized
Return on average assets
1.06
%
 
(0.50
)%
 
0.85
%
 
0.69
%
 
0.71
%
Return on average equity
11.96
%
 
(5.53
)%
 
9.46
%
 
7.90
%
 
8.24
%
Return on average tangible equity (a)
14.21
%
 
(6.55
)%
 
11.24
%
 
9.43
%
 
9.90
%
Efficiency ratio (a) (b)
68.21
%
 
63.43
 %
 
64.83
%
 
69.28
%
 
69.25
%
Non-interest expense to average assets
3.37
%
 
3.01
 %
 
3.09
%
 
3.34
%
 
3.12
%
Loans to deposits
86.94
%
 
89.40
 %
 
83.85
%
 
82.14
%
 
79.93
%
 
 
 
 
 
 
 
 
 
 
YIELDS / RATES - Fully Taxable Equivalent
Yield on loans
4.34
%
 
4.26
 %
 
4.34
%
 
4.18
%
 
4.19
%
Yield on investments
2.22
%
 
2.15
 %
 
2.16
%
 
2.01
%
 
2.00
%
Yield on interest-earning assets
3.94
%
 
3.82
 %
 
3.86
%
 
3.65
%
 
3.66
%
Cost of interest-bearing deposits
0.20
%
 
0.20
 %
 
0.20
%
 
0.20
%
 
0.20
%
Cost of borrowings
2.23
%
 
2.42
 %
 
2.95
%
 
2.82
%
 
3.04
%
Cost of interest-bearing liabilities
0.29
%
 
0.28
 %
 
0.27
%
 
0.26
%
 
0.30
%
Interest rate spread
3.65
%
 
3.54
 %
 
3.59
%
 
3.39
%
 
3.36
%
Net interest margin, fully taxable equivalent
3.75
%
 
3.63
 %
 
3.68
%
 
3.47
%
 
3.45
%
 
 
 
 
 
 
 
 
 
 
CAPITAL
Total equity to total assets at end of period
8.84
%
 
8.77
 %
 
8.91
%
 
8.84
%
 
8.54
%
Tangible equity to tangible assets at end of period (a)
7.55
%
 
7.48
 %
 
7.62
%
 
7.53
%
 
7.23
%
 
 
 
 
 
 
 
 
 
 
Book value per share
$
31.16

 
$
31.10

 
$
32.11

 
$
31.67

 
$
30.93

Tangible book value per share (a)
26.24

 
26.14

 
27.09

 
26.60

 
25.81

Period-end market value per share
46.47

 
48.10

 
47.10

 
40.88

 
39.50

Dividends declared per share
0.26

 
0.26

 
0.26

 
0.26

 
0.26

 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES
Loans and loans held for sale (c)
$
1,315,207

 
$
1,291,414

 
$
1,259,919

 
$
1,237,189

 
$
1,215,445

Earning assets
1,623,748

 
1,639,257

 
1,615,833

 
1,634,955

 
1,605,460

Total assets
1,703,047

 
1,727,616

 
1,707,111

 
1,723,664

 
1,694,199

Deposits
1,488,708

 
1,516,390

 
1,512,685

 
1,532,819

 
1,495,724

Total equity
150,495

 
154,767

 
153,244

 
150,155

 
146,642

Tangible equity (a)
126,665

 
130,759

 
129,024

 
125,720

 
121,988

 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
Net charge-offs
$
480

 
$
805

 
$
699

 
$
277

 
$
333

Non-performing loans (d)
17,280

 
17,324

 
14,028

 
15,208

 
12,914


40



Non-performing assets (e)
19,113

 
19,264

 
14,216

 
15,545

 
13,251

Allowance for loan losses
21,390

 
21,161

 
15,694

 
15,104

 
14,960

 
 
 
 
 
 
 
 
 
 
Annualized net charge-offs to average loans
0.15
%
 
0.25
 %
 
0.22
%
 
0.09
%
 
0.11
%
Non-performing loans to total loans
1.31
%
 
1.32
 %
 
1.09
%
 
1.21
%
 
1.05
%
Non-performing assets to total assets
1.12
%
 
1.13
 %
 
0.82
%
 
0.90
%
 
0.76
%
Allowance for loan losses to total loans
1.62
%
 
1.61
 %
 
1.22
%
 
1.21
%
 
1.21
%
Allowance for loan losses to non-performing loans
123.78
%
 
122.15
 %
 
111.88
%
 
99.32
%
 
115.84
%
 
 
 
 
 
 
 
 
 
 
(a) See the GAAP to Non-GAAP reconciliations.
(b) Efficiency ratio is non-interest expense less merger and acquisition expenses less amortization of intangible assets less legal reserve divided by the total of fully taxable equivalent net interest income plus non-interest income less net gains on securities transactions.
(c) Loans and loans held for sale do not reflect the allowance for loan losses.
(d) Non-performing loans include non-accrual loans only.
(e) Non-performing assets include non-performing loans plus other real estate owned.

In addition to analyzing the Corporation’s results on a reported basis, management uses certain non-GAAP financial measures because it believes these non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the Corporation and, therefore, facilitate a comparison of the Corporation with the performance of its competitors. Non-GAAP financial measures used by the Corporation may not be comparable to similarly named non-GAAP financial measures used by other companies. Refer to pages 59-61 for further explanation and reconciliation of the Corporation’s use of non-GAAP measures.

Executive Summary

This executive summary of the MD&A includes selected information and may not contain all of the information that is important to readers of this Form 10-Q. For a complete description of the trends and uncertainties, as well as the risks and critical accounting estimates affecting the Corporation, this Form 10-Q should be read in its entirety.

The following table presents selected financial information for the periods indicated, and the dollar and percent change (in thousands, except per share and ratio data):
 
 
Three Months Ended 
 March 31,
 
 
 
 
 
 
2018
 
2017
 
Change
 
Percentage Change
Net interest income
 
$
14,900

 
$
13,494

 
$
1,406

 
10.4
 %
Non-interest income
 
5,475

 
4,847

 
628

 
13.0
 %
Non-interest expense
 
14,166

 
13,045

 
1,121

 
8.6
 %
Pre-provision income
 
6,209

 
5,296

 
913

 
17.2
 %
Provision for loan losses
 
709

 
1,040

 
(331
)
 
(31.8
)%
Income tax expense
 
1,061

 
1,277

 
(216
)
 
(16.9
)%
Net income
 
$
4,439

 
$
2,979

 
$
1,460

 
49.0
 %
 
 
 
 
 
 
 
 
 
Basic and diluted earnings per share
 
$
0.92

 
$
0.62

 
$
0.30

 
48.4
 %
 
 
 
 
 
 
 
 
 
Selected financial ratios:
 
 

 
 

 
 

 
 

Return on average assets
 
1.06
%
 
0.71
%
 
 

 
 

Return on average equity
 
11.96
%
 
8.24
%
 
 

 
 

Net interest margin, fully taxable equivalent
 
3.75
%
 
3.45
%
 
 

 
 

Efficiency ratio
 
68.21
%
 
69.25
%
 
 

 
 

Non-interest expenses to average assets
 
3.37
%
 
3.12
%
 
 

 
 


Net income for the first quarter of 2018 was $4.4 million, or $0.92 per share, compared with $3.0 million, or $0.62 per share, for the same period in the prior year.  Return on average equity for the quarter was 11.96%, compared with 8.24% for the prior year quarter.  The increase in net income was driven by increases in net interest income and non-interest income and decreases in the provision for loan losses and income tax expense, partially offset by an increase in non-interest expense.


41



Net interest income
Net interest income increased $1.4 million, or 10.4%, compared with the same period in the prior year. The increase was due primarily to increases in interest income from the commercial loan portfolio and tax exempt securities and decreases in interest expense on deposits and securities sold under agreements to repurchase, offset by a decrease in interest income from taxable securities and an increase in interest expense on borrowed funds.

Non-interest income
Non-interest income increased $0.6 million, or 13.0%, compared with the same period in the prior year.  The increase was due primarily to increases in WMG fee income and other non-interest income.

Non-interest expenses
Non-interest expenses increased $1.1 million, or 8.6%, compared with the same period in the prior year.  The increase was due primarily to an increase in salaries and wages, data processing expenses, professional services, marketing and advertising, and other real estate owned expenses. For the three months ended March 31, 2018, non-interest expense to average assets was 3.37%, compared with 3.12% for the same period in the prior year.

Provision for loan losses
The provision for loan losses decreased $0.3 million, or 31.8%, compared to the same period in the prior year.  The decrease was due primarily to a decline in specific impairments and slower growth in the loan portfolio, compared to the same period in the prior year. Net charge-offs increased $0.1 million, compared with the same period in the prior year.

Income tax expense
Income tax expense decreased $0.2 million, or 16.9%, compared to the same period in the prior year. The decrease was due primarily to the decline in the Federal income tax rate from 34% to 21%, with the enactment of the Tax Cuts and Jobs Act of 2017. Additionally, the Corporation increased income generated from CCTC Funding Corp., a real estate investment trust subsidiary of the Bank, reducing the Corporation’s state income tax. Partially offsetting these tax benefits was higher income before income tax expense for the first quarter of 2018, when compared to the same period in the prior year.

Consolidated Results of Operations

The following section of the MD&A provides a comparative discussion of the Corporation’s Consolidated Results of Operations on a reported basis for the three months ended March 31, 2018 and 2017. For a discussion of the Critical Accounting Policies, Estimates and Risks and Uncertainties that affect the Consolidated Results of Operations, see page 58 of this Form 10-Q and page 60 of the Corporation’s 2017 Form 10-K.

Net Interest Income

The following table presents net interest income for the periods indicated, and the dollar and percent change (in thousands):
 
Three Months Ended
March 31,
 
 
 
 
 
2018
 
2017
 
Change
 
Percentage Change
Interest and dividend income
$
15,669

 
$
14,314

 
$
1,355

 
9.5
 %
Interest expense
769

 
820

 
(51
)
 
(6.2
)%
Net interest income
$
14,900

 
$
13,494

 
$
1,406

 
10.4
 %

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


42



Net interest income for the three months ended March 31, 2018 totaled $14.9 million compared with $13.5 million for the same period in the prior year, an increase of $1.4 million, or 10.4%.  Fully taxable equivalent net interest margin was 3.75% for the three months ended March 31, 2018 compared with 3.45% for the same period in the prior year.  The increase in net interest income was due primarily to an increase of $18.3 million in average interest-earning assets, mostly due to an increase in the average balance of commercial loans.  The average yield on interest-earning assets increased 28 basis points, while the average cost of interest-bearing liabilities decreased one basis point in the first quarter of 2018, compared to the same period in the prior year. The increase in the average yield on interest-earning assets can be mostly attributed to a 25 basis points increase in the average yield on commercial loans, due to an increase in PRIME and LIBOR, along with a $0.3 million increase in prepayment penalties during the first quarter of 2018, compared to the same period in the prior year. Additionally, the average yield on investments increased 22 basis points due to the increase in the average yield on interest-earning deposits, compared to the same period in the prior year. The decline in the average cost of interest-bearing liabilities can be mostly attributed to an 81 basis points decline in the average cost of borrowings due to the maturity of one $10.0 million repurchase agreement (4.54% rate) in March 2017, one $4.0 million FHLB advance (3.90% rate) in October 2017, and one $2.0 million FHLB term advance (3.05%) in January 2018.

Average Consolidated Balance Sheet and Interest Analysis

The following table presents certain information related to the Corporation’s average consolidated balance sheets and its consolidated statements of income for the three months ended March 31, 2018 and 2017.  For the purpose of the table below, non-accruing loans are included in the daily average loan amounts outstanding.  Daily balances were used for average balance computations.  Investment securities are stated at amortized cost.  Tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions, tax-free commercial loans and dividends on equity investments.

43



AVERAGE CONSOLIDATED BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
(in thousands)
Three Months Ended
March 31, 2018
 
Three Months Ended
March 31, 2017
 
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
844,674

 
$
9,431

 
4.53
%
 
$
761,216

 
$
8,030

 
4.28
%
Mortgage loans
194,917

 
1,811

 
3.77
%
 
198,373

 
1,887

 
3.86
%
Consumer loans
275,616

 
2,845

 
4.19
%
 
255,856

 
2,642

 
4.19
%
Taxable securities
250,015

 
1,291

 
2.09
%
 
272,580

 
1,424

 
2.12
%
Tax-exempt securities
54,624

 
379

 
2.81
%
 
44,757

 
345

 
3.13
%
Interest-earning deposits
3,902

 
22

 
2.29
%
 
72,678

 
155

 
0.86
%
Total interest-earning assets
1,623,748

 
15,779

 
3.94
%
 
1,605,460

 
14,483

 
3.66
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-earning assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and due from banks
27,252

 


 


 
25,885

 
 

 
 

Premises and equipment, net
26,545

 


 


 
28,655

 
 

 
 

Other assets
53,753

 


 


 
53,954

 
 

 
 

Allowance for loan losses
(21,253
)
 


 


 
(14,349
)
 
 

 
 

AFS valuation allowance
(6,998
)
 


 


 
(5,406
)
 
 

 
 

Total assets
$
1,703,047

 
 

 
 

 
$
1,694,199

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing demand deposits
$
151,511

 
$
35

 
0.09
%
 
$
152,954

 
$
36

 
0.10
%
Savings and insured money market deposits
769,997

 
374

 
0.20
%
 
783,330

 
375

 
0.19
%
Time deposits
117,120

 
92

 
0.32
%
 
141,250

 
127

 
0.36
%
FHLBNY advances, securities sold under agreements to repurchase, and other debt
48,720

 
268

 
2.23
%
 
37,666

 
282

 
3.04
%
Total interest-bearing liabilities
1,087,348

 
769

 
0.29
%
 
1,115,200

 
820

 
0.30
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
450,080

 


 


 
418,190

 
 

 
 

Other liabilities
15,124

 


 


 
14,167

 
 

 
 

Total liabilities
1,552,552

 
 

 
 

 
1,547,557

 
 

 
 

Shareholders' equity
150,495

 


 


 
146,642

 
 

 
 

Total liabilities and shareholders’ equity
$
1,703,047

 
 

 
 

 
$
1,694,199

 
 

 
 

Fully taxable equivalent net interest income
 

 
15,010

 
 

 
 

 
13,663

 
 

Net interest rate spread (1)
 

 
 

 
3.65
%
 
 

 
 

 
3.36
%
Net interest margin, fully taxable equivalent (2)
 

 
 

 
3.75
%
 
 

 
 

 
3.45
%
Taxable equivalent adjustment
 

 
(110
)
 


 


 
(169
)
 
 

Net interest income
 

 
$
14,900

 
 

 
 

 
$
13,494

 
 

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



44



Changes Due to Rate and Volume

Net interest income can be analyzed in terms of the impact of changes in rates and volumes.  The table below illustrates the extent to which changes in interest rates and the volume of average interest-earning assets and interest-bearing liabilities have affected the Corporation’s interest income and interest expense during the three months ended March 31, 2018 and 2017.  Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes.  For purposes of this table, changes that are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume and rate.  Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes between volume and rates.  In addition, average interest-earning assets include non-accrual loans and taxable equivalent adjustments were made.
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME
 
 
Three Months Ended
March 31, 2018 vs. 2017
 
 
Increase/(Decrease)
 
 
Total Change
 
Due to Volume
 
Due to Rate
(in thousands)
 
Interest and dividend income on:
 
 
 
 
 
 
Commercial loans
 
$
1,401

 
$
914

 
$
487

Mortgage loans
 
(76
)
 
(33
)
 
(43
)
Consumer loans
 
203

 
203

 

Taxable investment securities
 
(133
)
 
(114
)
 
(19
)
Tax-exempt investment securities
 
34

 
71

 
(37
)
Interest-earning deposits
 
(133
)
 
(234
)
 
101

Total interest and dividend income, fully taxable equivalent
 
1,296

 
807

 
489

 
 
 
 
 
 
 
Interest expense on:
 
 
 
 
 
 
Interest-bearing demand deposits
 
(1
)
 

 
(1
)
Savings and insured money market deposits
 
(1
)
 
(9
)
 
8

Time deposits
 
(35
)
 
(21
)
 
(14
)
FHLBNY advances, securities sold under agreements to repurchase and other debt
 
(14
)
 
71

 
(85
)
Total interest expense
 
(51
)
 
41

 
(92
)
Net interest income, fully taxable equivalent
 
$
1,347

 
$
766

 
$
581


Provision for loan losses

Management performs an ongoing assessment of the adequacy of the allowance for loan losses based upon a number of factors including an analysis of historical loss factors, collateral evaluations, recent charge-off experience, credit quality of the loan portfolio, current economic conditions and loan growth. Based on this analysis, the provision for loan losses for both the first quarter of 2018 and 2017 were $0.7 million and $1.0 million, respectively. The decrease in the provision for loan losses for the three months ended March 31, 2018, compared to the same period in the prior year, can be attributed to a decline in specific impairments and slower growth in the loan portfolio compared to the same period in the prior year.


45



Non-interest income

The following table presents non-interest income for the periods indicated, and the dollar and percent change (in thousands):
 
 
Three Months Ended
March 31,
 
 
 
 
 
 
2018
 
2017
 
Change
 
Percentage Change
WMG fee income
 
$
2,316

 
$
2,109

 
$
207

 
9.8
 %
Service charges on deposit accounts
 
1,164

 
1,184

 
(20
)
 
(1.7
)%
Interchange revenue from debit card transactions
 
1,035

 
920

 
115

 
12.5
 %
Net gains on sales of loans held for sale
 
46

 
69

 
(23
)
 
(33.3
)%
Net gains (losses) on sales of other real estate owned
 
44

 
17

 
27

 
158.8
 %
Income from bank owned life insurance
 
16

 
17

 
(1
)
 
(5.9
)%
CFS fee and commission income
 
110

 
139

 
(29
)
 
(20.9
)%
Other
 
744

 
392

 
352

 
89.8
 %
Total non-interest income
 
$
5,475

 
$
4,847

 
$
628

 
13.0
 %

Total non-interest income for the first quarter of 2018 increased $0.6 million compared with the same period in the prior year.  The increase was mostly due to increases in WMG fee income and other non-interest income.

WMG fee income
WMG fee income increased compared to the same period in the prior year due to an increase in assets under management or administration. The market value of total assets under management or administration in WMG was $1.957 billion at March 31, 2018, including $361.6 million of assets under management or administration for the Corporation, compared to $1.803 billion at March 31, 2017, including $327.5 million of assets under management or administration for the Corporation, an increase of $153.9 million, or 8.5%.

Other
Other non-interest income increased compared to the same period in the prior year due to a $0.4 million New York State sales tax refund received during the first quarter of 2018.



46



Non-interest expense

The following table presents non-interest expense for the periods indicated, and the dollar and percent change (in thousands):
 
 
Three Months Ended
March 31,
 
 
 
 
 
 
2018
 
2017
 
Change
 
Percentage Change
Compensation expense:
 
 
 
 
 
 
 
 
Salaries and wages
 
$
5,714

 
$
5,275

 
$
439

 
8.3
 %
Pension and other employee benefits
 
1,658

 
1,551

 
107

 
6.9
 %
Total compensation expense
 
7,372

 
6,826

 
546

 
8.0
 %
 
 
 
 
 
 
 
 
 
Non-compensation expense:
 
 

 
 

 
 

 
 

Other components of net periodic pension and postretirement benefits
 
(408
)
 
(333
)
 
(75
)
 
N/M

Net occupancy expense
 
1,608

 
1,606

 
2

 
0.1
 %
Furniture and equipment expense
 
658

 
682

 
(24
)
 
(3.5
)%
Data processing expense
 
1,742

 
1,604

 
138

 
8.6
 %
Professional services
 
540

 
300

 
240

 
80.0
 %
Amortization of intangible assets
 
194

 
226

 
(32
)
 
(14.2
)%
Marketing and advertising expense
 
349

 
249

 
100

 
40.2
 %
Other real estate owned expense
 
138

 
19

 
119

 
626.3
 %
FDIC insurance
 
317

 
325

 
(8
)
 
(2.5
)%
Loan expense
 
169

 
116

 
53

 
45.7
 %
Other
 
1,487

 
1,425

 
62

 
4.4
 %
Total non-compensation expense
 
6,794

 
6,219

 
575

 
9.2
 %
Total non-interest expense
 
$
14,166

 
$
13,045

 
$
1,121

 
8.6
 %

Total non-interest expense for the first quarter of 2018 increased $1.1 million compared with the same period in the prior year.  The increase was due to increases in compensation expense and non-compensation expense.

Compensation expense
Compensation expense increased compared to the same period in the prior year due to increases in salaries and wages and pension and other employee benefits. The increase in salaries and wages can be attributed to an increase in the number of employees, compared to the same period in the prior year, and annual merit increases. The Bank opened one denovo branch in Schenectady, New York in January 2018. The increase in pension and other employee benefits can be mostly attributed to higher employer payroll taxes, due to the increase in salaries and wages, and healthcare and other postretirement costs.

Non-compensation expense
Non-compensation expense increased in the first quarter of 2018 compared to the same period in the prior year due primarily to increases in data processing, professional services, marketing and advertising expenses, and other real estate owned expenses. The increase in data processing can be attributed to the timing of projects. The increase in professional services can be mostly attributed to consulting costs associated with the New York State sales tax refund noted above within other non-interest income. The increase in marketing and advertising can be attributed to the timing of projects. The increase in other real estate owned expenses can be attributed to additional OREO properties, compared to the same period in the prior year.



47



Income tax expense

The following table presents income tax expense and the effective tax rate for the periods indicated, and the dollar and percent change (in thousands):
 
 
Three Months Ended
March 31,
 
 
 
 
 
 
2018
 
2017
 
Change
 
Percentage Change
Income before income tax expense
 
$
5,500

 
$
4,256

 
$
1,244

 
29.2
 %
Income tax expense
 
1,061

 
1,277

 
(216
)
 
(16.9
)%
Effective tax rate
 
19.3
%
 
30.0
%
 
 
 
 

The decrease in the effective tax rate was due primarily to the decline in the Federal income tax rate from 34% to 21%, with the enactment of the Tax Cuts and Jobs Act of 2017. Additionally, the Corporation increased income generated from CCTC Funding Corp., a real estate investment trust subsidiary of the Bank, reducing the Corporation’s state income tax. Partially offsetting these tax benefits was higher income before income tax expense for first quarter of 2018, when compared to the same period in the prior year.


Financial Condition

The following table presents selected financial information at the dates indicated, and the dollar and percent change (in thousands):
 
 
March 31,
2018
 
December 31, 2017
 
Change
 
Percentage Change
ASSETS
 
 
 
 
 
 
 
 
Total cash and cash equivalents
 
$
31,004

 
$
30,729

 
$
275

 
0.9
 %
Total investment securities
 
285,721

 
302,656

 
(16,935
)
 
(5.6
)%
 
 
 
 
 
 
 
 
 
Loans, net of deferred loan fees
 
1,319,911

 
1,311,824

 
8,087

 
0.6
 %
Allowance for loan losses
 
(21,390
)
 
(21,161
)
 
(229
)
 
1.1
 %
Loans, net
 
1,298,521

 
1,290,663

 
7,858

 
0.6
 %
 
 
 
 
 
 
 
 
 
Goodwill and other intangible assets, net
 
23,715

 
23,909

 
(194
)
 
(0.8
)%
Other assets
 
60,993

 
59,663

 
1,330

 
2.2
 %
Total assets
 
$
1,699,954

 
$
1,707,620


$
(7,666
)
 
(0.4
)%
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 

 
 

 
 

 
 

Total deposits
 
$
1,518,200

 
$
1,467,446

 
$
50,754

 
3.5
 %
FHLBNY advances and other debt
 
14,464

 
74,217

 
(59,753
)
 
(80.5
)%
Other liabilities
 
17,028

 
16,144

 
884

 
5.5
 %
Total liabilities
 
1,549,692

 
1,557,807

 
(8,115
)
 
(0.5
)%
 
 
 
 
 
 
 
 
 
Total shareholders’ equity
 
150,262

 
149,813

 
449

 
0.3
 %
Total liabilities and shareholders’ equity
 
$
1,699,954

 
$
1,707,620

 
$
(7,666
)
 
(0.4
)%

Investment securities
The decrease in investment securities can be mostly attributed to pay-downs, maturities, and an increase in unrealized losses.



48



Loans, net
The increase in total loans can be attributed to increases of $3.3 million in commercial mortgages, $1.5 million in commercial and agriculture loans, $0.2 million in residential mortgages, and $3.9 million in indirect consumer loans, partially offset by a decrease of $0.7 million in other consumer loans.

Goodwill and other intangible assets, net
The decrease in goodwill and other intangible assets, net can be attributed to the amortization of intangible assets.

Other assets
The increase in other assets can be mostly attributed to the fair market value adjustment to interest rate swaps of $0.9 million at March 31, 2018.

Deposits
The increase in deposits can be attributed to increases of $60.3 million in money market accounts and $4.0 million in savings deposits, offset by decreases of $7.3 million in non-interest-bearing demand deposits, $4.3 million in interest-bearing demand deposits, and $1.9 million in time deposits. The increase in money market accounts can be attributed to the seasonal inflow of deposits from existing municipal clients.

FHLBNY advances and other debt
The decrease in FHLBNY advances and other debt can be mostly attributed to the pay-down of FHLB overnight advances due to the increase in deposits.

Other liabilities
The increase in other liabilities can be mostly attributed to the fair market value adjustment to interest rate swaps of $0.9 million at March 31, 2018.

Shareholders’ equity
The increase in shareholders’ equity was primarily due to earnings of $4.4 million, a $0.4 million increase in additional paid in capital, a reduction of $0.3 million in treasury stock, offset by an increase of $3.5 million in accumulated other comprehensive loss, mostly attributable to the decrease in the fair market value of the securities portfolio, and $1.2 million in dividends declared during the first quarter of 2018.

Assets under management or administration
The market value of total assets under management or administration in our WMG was $1.957 billion at March 31, 2018, including $361.6 million of assets held under management or administration for the Corporation, compared with $1.952 billion at December 31, 2017, including $346.8 million of assets held under management or administration for the Corporation, an increase of $5.0 million, or 0.3%.

Securities

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


49



Marketable securities are classified as Available for Sale, while investments in local municipal obligations are generally classified as Held to Maturity.  The composition of the available for sale segment of the securities portfolio is summarized in the table as follows (in thousands):
SECURITIES AVAILABLE FOR SALE
 
 
March 31, 2018
 
December 31, 2017
 
 
Amortized Cost
 
Estimated Fair Value
 
Percent of Total Estimated Fair Value
 
Amortized Cost
 
Estimated Fair Value
 
Percent of Total Estimated Fair Value
Obligations of U.S. Government sponsored enterprises
 
$
15,490

 
$
15,451

 
5.5
%
 
$
15,492

 
$
15,491

 
5.3
%
Mortgage-backed securities, residential and collateralized mortgage obligations
 
216,489

 
207,819

 
74.5
%
 
224,939

 
219,909

 
75.0
%
Obligations of states and political subdivisions
 
52,177

 
51,617

 
18.5
%
 
52,928

 
53,132

 
18.1
%
Other securities
 
4,123

 
4,097

 
1.5
%
 
4,588

 
4,559

 
1.6
%
Total
 
$
288,279

 
$
278,984

 
100.0
%
 
$
297,947

 
$
293,091

 
100.0
%

The available for sale segment of the securities portfolio totaled $279.0 million at March 31, 2018, a decrease of $14.1 million, or 4.8%, from $293.1 million at December 31, 2017.  The decrease can be mostly attributed to pay-downs, maturities, and an increase in unrealized losses.

The held to maturity segment of the securities portfolio consists of obligations of political subdivisions in the Corporation’s market areas and certificates of deposit.  These securities totaled $3.6 million at March 31, 2018, a decrease of $0.1 million, or 3.7%, from $3.8 million at December 31, 2017.

Loans

The Corporation has reporting systems to monitor: (i) loan origination and concentrations, (ii) delinquent loans, (iii) non-performing assets, including non-performing loans, troubled debt restructurings, and other real estate owned, (iv) impaired loans, and (v) potential problem loans.  Management reviews these systems on a regular basis.

The table below presents the Corporation’s loan composition by segment at the dates indicated, and the dollar and percent change from December 31, 2017 to March 31, 2018 (in thousands):

LOANS
 
 
March 31, 2018
 
December 31, 2017
 
Dollar Change
 
Percentage Change
Commercial and agricultural
 
$
200,476

 
$
199,007

 
$
1,469

 
0.7
 %
Commercial mortgages
 
647,599

 
644,330

 
3,269

 
0.5
 %
Residential mortgages
 
194,600

 
194,440

 
160

 
0.1
 %
Indirect consumer loans
 
156,958

 
153,060

 
3,898

 
2.5
 %
Other consumer loans
 
120,278

 
120,987

 
(709
)
 
(0.6
)%
Total loans, net of deferred loan fees
 
$
1,319,911

 
$
1,311,824

 
$
8,087

 
0.6
 %

Portfolio loans totaled $1.320 billion at March 31, 2018, an increase of $8.1 million, or 0.6%, from $1.312 billion at December 31, 2017.  The increase in loans can be attributed to increases of $1.5 million in commercial and agricultural loans, $3.3 million in commercial mortgages, $0.2 million in residential mortgages, and $3.9 million in indirect consumer loans, offset by a decrease of $0.7 million in other consumer loans. The growth in commercial and agriculture and commercial mortgages was due primarily to an increase in the Capital Bank division in the Albany, New York region. 

Residential mortgage loans totaled $194.6 million at March 31, 2018, an increase of $0.2 million, or 0.1%, from December 31, 2017.  In addition, during the three months ended March 31, 2018, $2.1 million of newly originated residential mortgages were sold in the secondary market to Freddie Mac and $0.2 million of residential mortgages were sold to the State of New York Mortgage Agency. 

50




The Corporation anticipates that future growth in portfolio loans will continue to be in commercial mortgages and commercial and industrial loans, especially within the Capital Bank division of the Bank. The table below presents the Corporation’s outstanding loan balance by bank division (in thousands):
LOANS BY DIVISION
 
March 31, 2018
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
Chemung Canal Trust Company*
$
629,006

 
$
630,732

 
$
636,836

 
$
683,137

 
$
724,099

Capital Bank Division
690,905

 
681,092

 
563,454

 
485,496

 
397,475

Total loans
$
1,319,911

 
$
1,311,824

 
$
1,200,290

 
$
1,168,633

 
$
1,121,574

* All loans, excluding those originated by the Capital Bank division.

Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.  Specific industries are identified using NAICS codes.  The Corporation monitors specific NAICS industry classifications of commercial loans to identify concentrations greater than 10.0% of total loans.  At March 31, 2018 and December 31, 2017, commercial loans to borrowers involved in the real estate, and real estate rental and lending businesses were 45.5% and 48.1% of total loans, respectively.  No other concentration of loans existed in the commercial loan portfolio in excess of 10.0% of total loans as of March 31, 2018 and December 31, 2017.

Non-Performing Assets

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

Past due status on all loans is based on the contractual terms of the loan.  It is generally the Corporation's policy that a loan 90 days past due be placed in non-accrual status unless factors exist that would eliminate the need to place a loan in this status.  A loan may also be designated as non-accrual at any time if payment of principal or interest in full is not expected due to deterioration in the financial condition of the borrower.  At the time loans are placed in non-accrual status, the accrual of interest is discontinued and previously accrued interest is reversed.  All payments received on non-accrual loans are applied to principal.  Loans are considered for return to accrual status when they become current as to principal and interest and remain current for a period of six consecutive months or when, in the opinion of management, the Corporation expects to receive all of its original principal and interest.  In the case of non-accrual loans where a portion of the loan has been charged off, the remaining balance is kept in non-accrual status until the entire principal balance has been recovered.

The following table summarizes the Corporation's non-performing assets, excluding acquired PCI loans (in thousands):
NON-PERFORMING ASSETS
 
 
March 31, 2018
 
December 31, 2017
Non-accrual loans
 
$
11,419

 
$
11,389

Non-accrual troubled debt restructurings
 
5,861

 
5,935

Total non-performing loans
 
17,280

 
17,324

Other real estate owned
 
1,833

 
1,940

Total non-performing assets
 
$
19,113

 
$
19,264

 
 
 
 
 
Ratio of non-performing loans to total loans
 
1.31
%
 
1.32
%
Ratio of non-performing assets to total assets
 
1.12
%
 
1.13
%
Ratio of allowance for loan losses to non-performing loans
 
123.78
%
 
122.14
%
 
 
 
 
 
Accruing loans past due 90 days or more (1)
 
$
28

 
$
29

Accruing troubled debt restructurings (1)
 
1,471

 
1,728

(1) These loans are not included in non-performing assets above.
 
 
 
 


51



Non-Performing Loans

Non-performing loans totaled $17.3 million at March 31, 2018, or 1.31% of total loans, compared with $17.3 million at December 31, 2017, or 1.32% of total loans. Non-performing assets, which are comprised of non-performing loans and other real estate owned, was $19.1 million, or 1.12% of total assets, at March 31, 2018, compared with $19.3 million, or 1.13% of total assets, at December 31, 2017.

Not included in non-performing loan totals are $0.8 million of acquired loans that the Corporation has identified as PCI loans as of December 31, 2017.  The PCI loans are accounted for under separate accounting guidance, Accounting Standards Codification (“ASC”) Subtopic 310-30, “Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality” as disclosed in Note 4 of the financial statements. There were no PCI loans as of March 31, 2018.

Accruing Loans Past due 90 Days or More

The recorded investment in accruing loans past due 90 days or more totaled $28 thousand at March 31, 2018, a decrease of $1 thousand from December 31, 2017.

Troubled Debt Restructurings

The Corporation works closely with borrowers that have financial difficulties to identify viable solutions that minimize the potential for loss.  In that regard, the Corporation modified the terms of select loans to maximize their collectability.  The modified loans are considered TDRs under current accounting guidance.  Modifications generally involve short-term deferrals of principal and/or interest payments, reductions of scheduled payment amounts, interest rates or principal of the loan, and forgiveness of accrued interest.  As of March 31, 2018 and 2017, the Corporation had $5.9 million of non-accrual TDRs.  As of March 31, 2018, the Corporation had $1.5 million of accruing TDRs compared with $1.7 million as of December 31, 2017.

Impaired Loans

A loan is classified as impaired when, based on current information and events, it is probable that the Corporation will be unable to collect both the principal and interest due under the contractual terms of the loan agreement.  Impaired loans at March 31, 2018 totaled $13.8 million, including TDRs of $7.3 million, compared to $14.1 million at December 31, 2017, including TDRs of $7.7 million.  Not included in the impaired loan totals are acquired loans which the Corporation has identified as PCI loans, as these loans are accounted for under ASC Subtopic 310-30 as noted under the above discussion of non-performing loans.  The decrease in impaired loans was due primarily to a decrease in impaired commercial and industrial loans.  Included in the recorded investment of impaired loans at March 31, 2018, are loans totaling $7.8 million for which impairment allowances of $5.7 million have been specifically allocated to the allowance for loan losses.  As of December 31, 2017, the impaired loan total included $8.1 million of loans for which specific impairment allowances of $5.9 million were allocated to the allowance for loan losses.

The majority of the Corporation's impaired loans are secured and measured for impairment based on collateral evaluations.  It is the Corporation's policy to obtain updated appraisals, by independent third parties, on loans secured by real estate at the time a loan is determined to be impaired.  An impairment measurement is performed based upon the most recent appraisal on file to determine the amount of any specific allocation or charge-off.  In determining the amount of any specific allocation or charge-off, the Corporation will make adjustments to reflect the estimated costs to sell the property.  Upon receipt and review of the updated appraisal, an additional measurement is performed to determine if any adjustments are necessary to reflect the proper provisioning or charge-off.  Impaired loans are reviewed on a quarterly basis to determine if any changes in credit quality or market conditions would require any additional allocation or recognition of additional charge-offs.  Real estate values in the Corporation's market area have been holding steady.  Non-real estate collateral may be valued using (i) an appraisal, (ii) net book value of the collateral per the borrower’s financial statements, or (iii) accounts receivable aging reports, that may be adjusted based on management’s knowledge of the client and client’s business.  If market conditions warrant, future appraisals are obtained for both real estate and non-real estate collateral.

Allowance for Loan Losses

The allowance is an amount that management believes will be adequate to absorb probable incurred losses on existing loans.  The allowance is established based on management’s evaluation of the probable incurred losses inherent in our portfolio in accordance with GAAP, and is comprised of both specific valuation allowances and general valuation allowances.

A loan is classified as impaired when, based on current information and events, it is probable that the Corporation will be unable to collect both the principal and interest due under the contractual terms of the loan agreement.  Specific valuation allowances are

52



established based on management’s analysis of individually impaired loans.  Factors considered by management in determining impairment include payment status, evaluations of the underlying collateral, expected cash flows, delinquent or unpaid property taxes, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  If a loan is determined to be impaired and is placed on non-accrual status, all future payments received are applied to principal and a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current qualitative factors.  Loans not impaired but classified as substandard and special mention use a historical loss factor on a rolling five-year history of net losses.  For all other unclassified loans, the historical loss experience is determined by portfolio class and is based on the actual loss history experienced by the Corporation over the most recent two years.  This actual loss experience is supplemented with other qualitative factors based on the risks present for each portfolio class.  These qualitative factors include consideration of the following: (1) lending policies and procedures, including underwriting standards and collection, charge-off and recovery policies, (2) national and local economic and business conditions and developments, including the condition of various market segments, (3) loan profiles and volume of the portfolio, (4) the experience, ability, and depth of lending management and staff, (5) the volume and severity of past due, classified and watch-list loans, non-accrual loans, troubled debt restructurings, and other modifications (6) the quality of the Bank’s loan review system and the degree of oversight by the Bank’s Board of Directors, (7) collateral related issues: secured vs. unsecured, type, declining valuation environment and trend of other related factors, (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations, (9) the effect of external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses in the Bank’s current portfolio and (10) the impact of the global economy.

The allowance for loan losses is increased through a provision for loan losses charged to operations.  Loans are charged against the allowance for loan losses when management believes that the collectability of all or a portion of the principal is unlikely.  Management's evaluation of the adequacy of the allowance for loan losses is performed on a periodic basis and takes into consideration such factors as the credit risk grade assigned to the loan, historical loan loss experience and review of specific impaired loans.  While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for loan losses. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

The allowance for loan losses was $21.4 million at March 31, 2018, up from $21.2 million at December 31, 2017.  The ratio of allowance for loan losses to total loans was 1.62% at March 31, 2018, up from 1.61% at December 31, 2017.  Net charge-offs for the three months ended March 31, 2018 and 2017 were $0.5 million and $0.3 million, respectively.

53




The table below summarizes the Corporation’s loan loss experience for the three months ended March 31, 2018 and 2017 (in thousands, except ratio data):
SUMMARY OF LOAN LOSS EXPERIENCE
 
Three Months Ended 
 March 31,
 
2018
 
2017
Balance at beginning of period
$
21,161

 
$
14,253

 
 
 
 
Charge-offs:
 

 
 

Commercial and agricultural
19

 
5

Commercial mortgages

 

Residential mortgages
94

 
12

Consumer loans
458

 
427

Total charge-offs
571

 
444

 
 
 
 
Recoveries:
 

 
 

Commercial and agricultural
9

 
24

Commercial mortgages
1

 
1

Residential mortgages
5

 
17

Consumer loans
76

 
69

Total  recoveries
91

 
111

 
 
 
 
Net charge-offs
480

 
333

Provision for loan losses
709

 
1,040

Balance at end of period
$
21,390

 
$
14,960

 
 
 
 
Ratio of net charge-offs to average loans outstanding
0.15
%
 
0.11
%
Ratio of allowance for loan losses to total loans outstanding
1.62
%
 
1.21
%

Deposits

The table below summarizes the Corporation’s deposit composition by segment at the dates indicated, and the dollar and percent change from December 31, 2017 to March 31, 2018 (in thousands):
DEPOSITS
 
March 31, 2018
 
December 31, 2017
 
Dollar Change
 
Percentage Change
Non-interest-bearing demand deposits
$
460,271

 
$
467,610

 
$
(7,339
)
 
(1.6
)%
Interest-bearing demand deposits
144,707

 
149,026

 
(4,319
)
 
(2.9
)%
Insured money market accounts
574,075

 
513,782

 
60,293

 
11.7
 %
Savings deposits
222,700

 
218,666

 
4,034

 
1.8
 %
Time deposits
116,447

 
118,362

 
(1,915
)
 
(1.6
)%
Total
$
1,518,200

 
$
1,467,446

 
$
50,754

 
3.5
 %

Deposits totaled $1.518 billion at March 31, 2018 compared with $1.467 billion at December 31, 2017, an increase of $50.8 million, or 3.5%. The increase was attributable to increases of $60.3 million in money market accounts and $4.0 million in savings deposits, offset by decreases of $7.3 million in non-interest bearing demand deposits, $4.3 million in interest-bearing demand deposits, and $1.9 million in time deposits. The increase in money market accounts can be attributed to the seasonal inflow of deposits from existing municipal clients.  At March 31, 2018, demand deposit and money market accounts comprised 77.7% of total deposits compared with 77.0% at December 31, 2017.


54



The table below presents the Corporation's deposits balance by bank division (in thousands):
DEPOSITS BY DIVISION
 
March 31, 2018
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
Chemung Canal Trust Company*
$
1,326,707

 
$
1,264,883

 
$
1,249,870

 
$
1,219,282

 
$
1,119,377

Capital Bank Division
191,493

 
202,563

 
206,473

 
181,013

 
160,637

Total loans
$
1,518,200

 
$
1,467,446

 
$
1,456,343

 
$
1,400,295

 
$
1,280,014

*All deposits, excluding those originated by the Capital Bank Division.

In addition to consumer, commercial and public deposits, other sources of funds include brokered deposits.  Brokered deposits include funds obtained through brokers, and the Bank’s participation in the CDARS and ICS programs.  There were no deposits obtained through brokers as of March 31, 2018 and December 31, 2017. Deposits obtained through the CDARS and ICS programs were $219.1 million and $187.7 million as of March 31, 2018 and December 31, 2017, respectively.  The increase in CDARS and ICS deposits was due to the seasonal inflow of current municipal client balances.

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

The Corporation also considers brokered deposits to be an element of its deposit strategy and anticipates that it will continue using brokered deposits as a secondary source of funding to support growth.

Borrowings

Borrowings decreased $59.7 million from $74.2 million at December 31, 2017 to $14.5 million at March 31, 2018, mostly attributed to a decline of $57.7 million in FHLB overnight advances, due to the increase in deposits.

Shareholders’ Equity

Shareholders’ equity was $150.3 million at March 31, 2018 compared with $149.8 million at December 31, 2017.  The increase was primarily due to earnings of $4.4 million, a $0.4 million increase in additional paid in capital, a reduction of $0.3 million in treasury stock, offset by an increase of $3.5 million in accumulated other comprehensive loss, mostly attributable to the decrease in the fair market value of the securities portfolio, and $1.2 million in dividends declared during the three months ended March 31, 2018.  The total shareholders’ equity to total assets ratio was 8.84% at March 31, 2018 compared with 8.77% at December 31, 2017.  The tangible equity to tangible assets ratio was 7.55% at March 31, 2018 compared with 7.48% at December 31, 2017.  Book value per share increased to $31.16 at March 31, 2018 from $31.10 at December 31, 2017.

The Corporation and the Bank are subject to capital adequacy guidelines of the Federal Reserve which establish a framework for the classification of financial holding companies and financial institutions into five categories:  well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized and critically under-capitalized.  As of March 31, 2018, the Bank’s capital ratios were in excess of those required to be considered well-capitalized under regulatory capital guidelines and the Corporation met capital requirements under regulatory guidelines.

Off-balance Sheet Arrangements

See Note 8 – Commitments and Contingencies in the Notes to Unaudited Consolidated Financial Statements for a discussion of off-balance sheet arrangements.


55



Liquidity

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

The Corporation is a member of the FHLBNY which allows it to access borrowings which enhance management's ability to satisfy future liquidity needs.  Based on available collateral and current advances outstanding, the Corporation was eligible to borrow up to a total of $130.6 million and $73.5 million at March 31, 2018 and December 31, 2017, respectively.  The Corporation also had a total of $38.0 million of unsecured lines of credit with five different financial institutions, all of which was available at March 31, 2018 and at December 31, 2017.

Consolidated Cash Flows Analysis

The table below summarizes the Corporation's cash flows for the periods indicated (in thousands):
CONSOLIDATED SUMMARY OF CASH FLOWS
(in thousands)
 
Three Months Ended
March 31,
 
 
2018
 
2017
Net cash provided by operating activities
 
$
6,980

 
$
6,504

Net cash (used in) provided by investing activities
 
3,401

 
(29,411
)
Net cash (used in) provided by financing activities
 
(10,106
)
 
74,430

Net increase in cash and cash equivalents
 
$
275

 
$
51,523


Operating activities

The Corporation believes cash flows from operations, available cash balances and its ability to generate cash through short-term and long-term borrowings are sufficient to fund the Corporation’s operating liquidity needs.

Cash provided by operating activities in the first three months of 2018 and 2017 predominantly resulted from net income after non-cash operating adjustments. 

Investing activities

Cash provided by investing activities during the first three months of 2018 predominantly resulted from calls, maturities, and principal collected in securities available for sale and redemption of FHLBNY stock, offset by a net increase in loans and purchases of FHLBNY stock. Cash used by investing activities during the first three months of 2017 predominantly resulted from a net increase in loans and purchases of securities, offset by sales, calls, maturities, and principal collected in securities available for sale.

Financing activities

Cash used in financing activities during the first three months of 2018 predominantly resulted from the repayment of FHLBNY overnight advances, offset by increases in deposits. Cash provided by financing activities during the first three months of 2017 predominantly resulted from a net increase in deposits, offset by the decrease in repurchase agreements.
Capital Resources

The Corporation and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel III rules became effective for the Corporation on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. Under Basel III rules, the Corporation must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2018 is 1.875%.

56



Organizations that fail to maintain the minimum capital conservation buffer could face restrictions on capital distributions or discretionary bonus payments to executive officers. The net unrealized gain or loss on available for sale securities and changes in the funded status of the defined benefit pension plan and other benefit plans are not included in computing regulatory capital.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. Management believes that, as of March 31, 2018 and December 31, 2017, the Corporation and the Bank met all capital adequacy requirements to which they were subject.

As of March 31, 2018, the most recent notification from the Federal Reserve Bank of New York categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below.  There have been no conditions or events since that notification that management believes have changed the Bank's or the Corporation's capital category.

The regulatory capital ratios as of March 31, 2018 and December 31, 2017 were calculated under Basel III rules. There is no threshold for well-capitalized status for bank holding companies.

The Corporation’s and the Bank’s actual and required regulatory capital ratios, for the periods indicated, were as follows (in thousands, except ratio data):
 
Actual
 
Minimum Capital Adequacy
 
Minimum Capital Adequacy with Capital Buffer
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
As of March 31, 2018
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Total Capital (to Risk Weighted Assets):
 
Consolidated
$
156,733

 
12.03
%
 
$
104,236

 
8.00
%
 
$
128,667

 
9.875
%
 
 N/A

 
N/A

Bank
$
149,337

 
11.47
%
 
$
104,124

 
8.00
%
 
$
128,527

 
9.875
%
 
$
130,154

 
10.00
%
Tier 1 Capital (to Risk Weighted Assets):
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
140,383

 
10.77
%
 
$
78,177

 
6.00
%
 
$
102,608

 
7.875
%
 
 N/A

 
N/A

Bank
$
133,009

 
10.22
%
 
$
78,093

 
6.00
%
 
$
102,497

 
7.875
%
 
$
104,124

 
8.00
%
Common Equity Tier 1 Capital (to Risk Weighted Assets):
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
140,383

 
10.77
%
 
$
58,633

 
4.50
%
 
$
83,063

 
6.375
%
 
 N/A

 
N/A

Bank
$
133,009

 
10.22
%
 
$
58,569

 
4.50
%
 
$
82,973

 
6.375
%
 
$
84,600

 
6.50
%
Tier 1 Capital (to Average Assets):
 

 
 
 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
140,383

 
8.35
%
 
$
67,287

 
4.00
%
 
N/A

 
N/A

 
 N/A

 
N/A

Bank
$
133,009

 
7.92
%
 
$
67,135

 
4.00
%
 
N/A

 
N/A

 
$
83,919

 
5.00
%


57



 
Actual
 
Minimum Capital Adequacy
 
Minimum Capital Adequacy with Capital Buffer
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
As of December 31, 2017
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Total Capital (to Risk Weighted Assets):
 
Consolidated
$
153,020

 
11.82
%
 
$
103,527

 
8.00
%
 
$
119,703

 
9.250
%
 
 N/A

 
N/A

Bank
$
146,129

 
11.31
%
 
$
103,390

 
8.00
%
 
$
119,545

 
9.250
%
 
$
129,238

 
10.00
%
Tier 1 Capital (to Risk Weighted Assets):
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
136,660

 
10.56
%
 
$
77,645

 
6.00
%
 
$
93,821

 
7.250
%
 
 N/A

 
N/A

Bank
$
129,881

 
10.05
%
 
$
77,543

 
6.00
%
 
$
93,697

 
7.250
%
 
$
103,390

 
8.00
%
Common Equity Tier 1 Capital (to Risk Weighted Assets):
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
136,660

 
10.56
%
 
$
58,234

 
4.50
%
 
$
74,410

 
5.750
%
 
 N/A

 
N/A

Bank
$
129,881

 
10.05
%
 
$
58,157

 
4.50
%
 
$
74,312

 
5.750
%
 
$
84,004

 
6.50
%
Tier 1 Capital (to Average Assets):
 

 
 
 
 

 
 

 
 
 
 
 
 

 
 

Consolidated
$
136,660

 
8.02
%
 
$
68,200

 
4.00
%
 
N/A

 
N/A

 
 N/A

 
N/A

Bank
$
129,881

 
7.63
%
 
$
68,045

 
4.00
%
 
N/A

 
N/A

 
$
85,057

 
5.00
%

Dividend Restrictions

The Corporation’s principal source of funds for dividend payments is dividends received from the Bank.  Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies.  Under these regulations, the amount of dividends that may be paid in any calendar year is limited to current year’s net income, combined with the retained net income of the preceding two years, subject to the capital requirements in the table below.  At March 31, 2018, the Bank could, without prior approval, declare dividends of approximately $10.0 million.

Adoption of New Accounting Standards

Please refer to Note 1, Summary of Significant Accounting Policies - Recent Accounting Pronouncements for a discussion of new accounting standards.

Critical Accounting Policies, Estimates and Risks and Uncertainties

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

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


58



Explanation and Reconciliation of the Corporation’s Use of Non-GAAP Measures

The Corporation prepares its Consolidated Financial Statements in accordance with GAAP; these financial statements appear on pages 6–11. That presentation provides the reader with an understanding of the Corporation’s results that can be tracked consistently from year-to-year and enables a comparison of the Corporation’s performance with other companies’ GAAP financial statements.

In addition to analyzing the Corporation’s results on a reported basis, management uses certain non-GAAP financial measures, because it believes these non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the Corporation and, therefore, facilitate a comparison of the Corporation with the performance of its competitors. Non-GAAP financial measures used by the Corporation may not be comparable to similarly named non-GAAP financial measures used by other companies.

The SEC has adopted Regulation G, which applies to all public disclosures, including earnings releases, made by registered companies that contain “non-GAAP financial measures.”  Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the Corporation’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures.  The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP.  When these exempted measures are included in public disclosures, supplemental information is not required.  The following measures used in this Report, which are commonly utilized by financial institutions, have not been specifically exempted by the SEC and may constitute "non-GAAP financial measures" within the meaning of the SEC's new rules, although we are unable to state with certainty that the SEC would so regard them.

Fully Taxable Equivalent Net Interest Income, Net Interest Margin, and Efficiency Ratio

Net interest income is commonly presented on a tax-equivalent basis.  That is, to the extent that some component of the institution's net interest income, which is presented on a before-tax basis, is exempt from taxation (e.g., is received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added to the actual before-tax net interest income total.  This adjustment is considered helpful in comparing one financial institution's net interest income to that of other institutions or in analyzing any institution’s net interest income trend line over time, to correct any analytical distortion that might otherwise arise from the fact that financial institutions vary widely in the proportions of their portfolios that are invested in tax-exempt securities, and that even a single institution may significantly alter over time the proportion of its own portfolio that is invested in tax-exempt obligations.  Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average interest-earning assets.  For purposes of this measure as well, fully taxable equivalent net interest income is generally used by financial institutions, as opposed to actual net interest income, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institution’s performance over time.  The Corporation follows these practices.

The efficiency ratio is a non-GAAP financial measures which represents the Corporation’s ability to turn resources into revenue and is calculated as non-interest expense divided by total revenue (fully taxable equivalent net interest income and non-interest income), adjusted for one-time occurrences and amortization.  This measure is meaningful to the Corporation, as well as investors and analysts, in assessing the Corporation’s productivity measured by the amount of revenue generated for each dollar spent.
 

59



 
 
 
 
 
 
 
 
 
 
 
As of the Three Months Ended
(in thousands, except ratio data)
March 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
 
March 31,
2018
 
2017
 
2017
 
2017
 
2017
NET INTEREST MARGIN - FULLY TAXABLE EQUIVALENT AND EFFICIENCY RATIO
 
 
 
 
 
 
 
 
 
Net interest income (GAAP)
$
14,900

 
$
14,780

 
$
14,763

 
$
13,950

 
$
13,494

Fully taxable equivalent adjustment
110

 
206

 
220

 
192

 
169

Fully taxable equivalent net interest income (non-GAAP)
$
15,010

 
$
14,986

 
$
14,983

 
$
14,142

 
$
13,663

 
 
 
 
 
 
 
 
 
 
Non-interest income (GAAP)
$
5,475

 
$
5,456

 
$
5,166

 
$
5,022

 
$
4,847

Less:  net (gains) losses on security transactions

 
(97
)
 

 
(12
)
 

Adjusted non-interest income (non-GAAP)
$
5,475

 
$
5,359

 
$
5,166

 
$
5,010

 
$
4,847

 
 
 
 
 
 
 
 
 
 
Non-interest expense (GAAP)
$
14,166

 
$
13,111

 
$
13,276

 
$
14,332

 
$
13,045

Less:  amortization of intangible assets
(194
)
 
(207
)
 
(214
)
 
(213
)
 
(226
)
Less: legal reserve

 

 

 
(850
)
 

Adjusted non-interest expense (non-GAAP)
$
13,972

 
$
12,904

 
$
13,062

 
$
13,269

 
$
12,819

 
 
 
 
 
 
 
 
 
 
Average interest-earning assets (GAAP)
$
1,623,748

 
$
1,639,257

 
$
1,615,833

 
$
1,634,955

 
$
1,605,460

 
 
 
 
 
 
 
 
 
 
Net interest margin - fully taxable equivalent (non-GAAP)
3.75
%
 
3.63
%
 
3.68
%
 
3.47
%
 
3.45
%
Efficiency ratio (non-GAAP)
68.21
%
 
63.43
%
 
64.83
%
 
69.28
%
 
69.25
%

Tangible Equity and Tangible Assets (Period-End)

Tangible equity, tangible assets, and tangible book value per share are each non-GAAP financial measures. Tangible equity represents the Corporation’s stockholders’ equity, less goodwill and intangible assets.  Tangible assets represents the Corporation’s total assets, less goodwill and other intangible assets.  Tangible book value per share represents the Corporation’s equity divided by common shares at period-end.  These measures are meaningful to the Corporation, as well as investors and analysts, in assessing the Corporation’s use of equity.
 
 
 
 
 
 
 
 
 
 
 
 
As of or for the Three Months Ended
(in thousands, except per share and ratio data)
March 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
 
March 31,
2018
 
2017
 
2017
 
2017
 
2017
TANGIBLE EQUITY AND TANGIBLE ASSETS
 
 
 
 
 
 
 
 
 
(PERIOD END)
 
 
 
 
 
 
 
 
 
Total shareholders' equity (GAAP)
$
150,262

 
$
149,813

 
$
154,277

 
$
151,962

 
$
148,257

Less: intangible assets
(23,715
)
 
(23,909
)
 
(24,116
)
 
(24,330
)
 
(24,543
)
Tangible equity (non-GAAP)
$
126,547

 
$
125,904

 
$
130,161

 
$
127,632

 
$
123,714

 
 
 
 
 
 
 
 
 
 
Total assets (GAAP)
$
1,699,954

 
$
1,707,620

 
$
1,731,682

 
$
1,718,572

 
$
1,736,100

Less: intangible assets
(23,715
)
 
(23,909
)
 
(24,116
)
 
(24,330
)
 
(24,543
)
Tangible assets (non-GAAP)
$
1,676,239

 
$
1,683,711

 
$
1,707,566

 
$
1,694,242

 
$
1,711,557

 
 
 
 
 
 
 
 
 
 
Total equity to total assets at end of period (GAAP)
8.84
%
 
8.77
%
 
8.91
%
 
8.84
%
 
8.54
%
Book value per share (GAAP)
$
31.16

 
$
31.10

 
$
32.11

 
$
31.67

 
$
30.93

 
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets at end of period (non-GAAP)
7.55
%
 
7.48
%
 
7.62
%
 
7.53
%
 
7.23
%
Tangible book value per share (non-GAAP)
$
26.24

 
$
26.14

 
$
27.09

 
$
26.60

 
$
25.81


60



 
Tangible Equity (Average)

Average tangible equity and return on average tangible equity are each non-GAAP financial measures. Average tangible equity represents the Corporation’s average stockholders’ equity, less average goodwill and intangible assets for the period.  Return on average tangible equity measures the Corporation’s earnings as a percentage of average tangible equity.  These measures are meaningful to the Corporation, as well as investors and analysts, in assessing the Corporation’s use of equity.
 
 
 
 
 
 
 
 
 
 
 
As of or for the Three Months Ended
 
March 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
 
March 31,
(in thousands, except ratio data)
2018
 
2017
 
2017
 
2017
 
2017
TANGIBLE EQUITY (AVERAGE)
 
 
 
 
 
 
 
 
 
Total average shareholders' equity (GAAP)
$
150,495

 
$
154,767

 
$
153,244

 
$
150,155

 
$
146,642

Less: average intangible assets
(23,830
)
 
(24,008
)
 
(24,220
)
 
(24,435
)
 
(24,654
)
Average tangible equity (non-GAAP)
$
126,665

 
$
130,759

 
$
129,024

 
$
125,720

 
$
121,988

 
 
 
 
 
 
 
 
 
 
Return on average equity (GAAP)
11.96
%
 
(5.53
)%
 
9.46
%
 
7.90
%
 
8.24
%
Return on average tangible equity (non-GAAP)
14.21
%
 
(6.55
)%
 
11.24
%
 
9.43
%
 
9.90
%

Adjustments for Certain Items of Income or Expense

In addition to disclosures of certain GAAP financial measures, including net income, EPS, ROA, and ROE, we may also provide comparative disclosures that adjust these GAAP financial measures for a particular period by removing from the calculation thereof the impact of certain transactions or other material items of income or expense occurring during the period, including certain nonrecurring items.  The Corporation believes that the resulting non-GAAP financial measures may improve an understanding of its results of operations by separating out any such transactions or items that may have had a disproportionate positive or negative impact on the Corporation’s financial results during the particular period in question. In the Corporation’s presentation of any such non-GAAP (adjusted) financial measures not specifically discussed in the preceding paragraphs, the Corporation supplies the supplemental financial information and explanations required under Regulation G.
 
 
 
 
 
 
 
 
 
 
 
As of or for the Three Months Ended
(in thousands, except per share and ratio data)
March 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
 
March 31,
2018
 
2017
 
2017
 
2017
 
2017
NON-GAAP NET INCOME
 
 
 
 
 
 
 
 
 
Reported net income (GAAP)
$
4,439

 
$
(2,159
)
 
$
3,654

 
$
2,956

 
$
2,979

Net (gains) losses on security transactions (net of tax)

 
(60
)
 

 
(8
)
 

Legal reserve (net of tax)

 

 

 
528

 

Revaluation of net deferred tax asset

 
2,927

 

 

 

Non- GAAP net income
$
4,439

 
$
708

 
$
3,654

 
$
3,476

 
$
2,979

 
 
 
 
 
 
 
 
 
 
Average basic and diluted shares outstanding
4,822

 
4,809

 
4,802

 
4,797

 
4,790

 
 
 
 
 
 
 
 
 
 
Reported basic and diluted earnings per share (GAAP)
$
0.92

 
$
(0.45
)
 
$
0.76

 
$
0.62

 
$
0.62

Reported return on average assets (GAAP)
1.06
%
 
(0.50
)%
 
0.85
%
 
0.69
%
 
0.71
%
Reported return on average equity (GAAP)
11.96
%
 
(5.53
)%
 
9.46
%
 
7.90
%
 
8.24
%
 
 
 
 
 
 
 
 
 
 
Non-GAAP basic and diluted earnings per share
$
0.92

 
$
0.15

 
$
0.76

 
$
0.72

 
$
0.62

Non-GAAP return on average assets
1.06
%
 
0.16
 %
 
0.85
%
 
0.81
%
 
0.71
%
Non-GAAP return on average equity
11.96
%
 
1.81
 %
 
9.46
%
 
9.29
%
 
8.24
%
 
 

61



ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

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

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

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

Interest rate risk is the risk that net interest income will fluctuate as a result of a change in interest rates.  It is the assumption of interest rate risk, along with credit risk, that drives the net interest margin of a financial institution. For that reason, the ALCO has established tolerance limits based upon a 200-basis point change in interest rates, with appropriate floors set for interest-bearing liabilities.  At March 31, 2018, it is estimated that an immediate 200-basis point decrease in interest rates would negatively impact the next 12 months net interest income by 11.39% and an immediate 200-basis point increase would positively impact the next 12 months net interest income by 3.34%.  Both are within the Corporation's policy guideline of 15%. Given the overall low level of current interest rates and the unlikely event of a 200-basis point decline at this time, management additionally modeled an immediate 100-basis point decline and an immediate 300-basis point increase in interest rates. When applied, it is estimated that an immediate 100-basis point decrease in interest rates would negatively impact the next 12 months net interest income by 5.67% and an immediate 300-basis point increase would positively impact the next 12 months net interest income by 4.91%.

A related component of interest rate risk is the expectation that the market value of the Corporation’s equity account will fluctuate with changes in interest rates.  This component is a direct corollary to the earnings-impact component: an institution exposed to earnings erosion is also exposed to a decline in market value.  At March 31, 2018, it is estimated that an immediate 200-basis point decrease in interest rates would negatively impact the market value of the Corporation’s capital account by 13.35% and an immediate 200-basis point increase in interest rates would positively impact the market value by 4.94%.  Both are within the Corporation’s policy guideline of 15%.  Management also modeled the impact to the market value of the Corporation’s capital with an immediate 100-basis point decline and an immediate 300-basis point increase in interest rates, based on the current interest rate environment.  When applied, it is estimated that an immediate 100-basis point decrease in interest rates would negatively impact the market value of the Corporation’s capital account by 5.98% and an immediate 300-basis point increase in interest rates would positively impact the market value by 6.95%.

Management does recognize the need for certain hedging strategies during periods of anticipated higher fluctuations in interest rates and the Funds Management Policy provides for limited use of certain derivatives in asset liability management.

Credit Risk

The Corporation manages credit risk consistent with state and federal laws governing the making of loans through written policies and procedures; loan review to identify loan problems at the earliest possible time; collection procedures (continued even after a loan is charged off); an adequate allowance for loan losses; and continuing education and training to ensure lending expertise.  Diversification by loan product is maintained through offering commercial loans, 1-4 family mortgages, and a full range of consumer loans.

The Corporation monitors its loan portfolio carefully. The Loan Committee of the Corporation's Board of Directors is designated to receive required loan reports, oversee loan policy, and approve loans above authorized individual and Senior Loan Committee lending limits.  The Senior Loan Committee, consisting of the President and Chief Executive Officer, Chief Financial Officer and Treasurer (non-voting member), Chief Risk Officer (non-voting member), Business Client Division Manager, Retail Client Division Manager, Retail Loan Manager, Senior Commercial Real Estate Lender, and Commercial Loan Managers, implements the Board-approved loan policy.


62





63



ITEM 4:    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Corporation's management, with the participation of its Chief Executive Officer, who is the Corporation's principal executive officer, and its Chief Financial Officer and Treasurer, who is the Corporation's principal financial officer, have evaluated the effectiveness of the Corporation's disclosure controls and procedures as of March 31, 2018 pursuant to Rule 13a-15 of the Exchange Act, as amended. Based upon that evaluation, the principal executive officer and principal financial officer have concluded that the Corporation's disclosure controls and procedures are effective as of March 31, 2018.  In addition, there have been no changes in the Corporation’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in reports filed by the Corporation under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

64



PART II.    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

For information related to this item, please see Note 9 to the Corporation’s financial statements included herein.

ITEM 1A.    RISK FACTORS

There have been no material changes in the risk factors set forth in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 8, 2018.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

(c)    Issuer Purchases of Equity Securities (1)
Period
Total number of shares purchased
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs
 
Maximum number of shares that may yet be purchased under the plans or programs
1/1/18-1/31/18

 
$

 

 
121,906

2/1/18-2/28/18

 

 

 
121,906

3/1/18-3/31/18

 

 

 
121,906

Quarter ended 3/31/18

 
$

 

 
121,906

(1) On December 19, 2012, the Corporation’s Board of Directors approved a stock repurchase plan authorizing the purchase of up to 125,000 shares of the Corporation's outstanding common stock. Purchases may be made from time to time on the open market or in private negotiated transactions and will be at the discretion of management. For the three months ended March 31, 2018, no shares had been purchased under this plan. Since inception of the plan, a total of 3,094 shares have been purchased under the plan.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

Not applicable.


65



ITEM 6.    EXHIBITS

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

3.1
Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for the year ended December 31, 2007 filed with the Commission on March 13, 2008).
 
 
3.2
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 filed with the Commission on March 13, 2008).
 
 
3.3
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15, 2006).
 
 
3.4
Amended and Restated Bylaws of Chemung Financial Corporation, as amended to December 29, 2017 (as incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed with the Commission on January 3, 2018).
 
 
31.1
Certification of Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
 
 
31.2
Certification of Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
 
 
32.1
Certification of Principal Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.*
 
 
32.2
Certification of Principal Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.*
 
 
101.INS
Instance Document*
 
 
101.SCH
XBRL Taxonomy Schema*
 
 
101.CAL
XBRL Taxonomy Calculation Linkbase*
 
 
101.DEF
XBRL Taxonomy Definition Linkbase*
 
 
101.LAB
XBRL Taxonomy Label Linkbase*
 
 
101.PRE
XBRL Taxonomy Presentation Linkbase*
 
 
*
Filed herewith.

66



SIGNATURES

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


CHEMUNG FINANCIAL CORPORATION

DATED: May 2, 2018
By:  /s/ Anders M. Tomson
 
Anders M. Tomson
President and Chief Executive Officer
(Principal Executive Officer)


DATED: May 2, 2018
By:  /s/ Karl F. Krebs
 
Karl F. Krebs
Chief Financial Officer and Treasurer
(Principal Financial Officer)


67



EXHIBIT INDEX

The following exhibits are either filed with this Form 10-Q or are incorporated herein by reference. The Corporation’s Securities Exchange Act File number is 000-13888
3.1
 
 
3.2
 
 
3.3
 
 
3.4
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101.INS
Instance Document*
 
 
101.SCH
XBRL Taxonomy Schema*
 
 
101.CAL
XBRL Taxonomy Calculation Linkbase*
 
 
101.DEF
XBRL Taxonomy Definition Linkbase*
 
 
101.LAB
XBRL Taxonomy Label Linkbase*
 
 
101.PRE
XBRL Taxonomy Presentation Linkbase*
 
 
*
Filed herewith.