UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-13888
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1237038
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
One Chemung Canal Plaza, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(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 XX NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of June 30, 1996:
Common Stock, $5 par value -- outstanding 2,081,988 shares
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flow 3
Notes to Condensed Consolidated Financial
Statements 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K 11
All other items required by Part II are either inapplicable or
would require an answer which is negative.
SIGNATURES 12
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30 Dec 31
1996 1995
ASSETS
Cash and due from Banks $25,995,750 $27,293,592
Int.-bearing deposits with other financial inst. 118,599 90,206
Federal Funds Sold 700,000 10,000,000
Securities Held to Maturity, fair value of 11,611,086 7,582,044
$11,610,686 in 1996 and $7,581,519 in 1995
Securities Available for Sale, at fair value 182,875,198 171,882,062
Loans 278,051,771 263,001,304
Less: Allowance for Loan Losses 3,913,163 3,900,000
Loans, Net 274,138,608 259,101,304
Bank Premises and Equipment, Net 10,117,029 10,290,702
Goodwill and deposit base Intangible,
net of accumulated amortization 7,696,585 7,990,237
Other Assets 8,198,824 7,662,639
Total Assets $521,451,679 $501,892,786
LIABILITIES
Deposits: Non-interest Bearing $ 81,379,134 $ 83,591,381
Interest Bearing 369,635,101 343,287,511
Total Deposits 451,014,235 426,878,892
Securities sold under Agreement to Repurchase 8,595,413 13,381,581
Other Liabilities 8,751,165 8,733,415
Total Liabilities 468,360,813 448,993,888
SHAREHOLDERS' EQUITY
Common Stock, $5.00 par value per share; authorized 10,750,335 10,750,335
3,000,000 shares, issued: 2,150,067
Surplus 10,101,804 10,068,563
Retained Earnings 31,774,832 29,930,969
Treasury Stock, at cost (1996 - 70,825 shares;
1995 - 56,586 shares) (1,689,944) (1,579,298)
Net unrealized gain (loss) on securities
Available for Sale, net of taxes 2,153,839 3,728,329
Total Shareholders' Equity 53,090,866 2,898,898
Total Liabilities & Shareholders' Equity $521,451,679 $501,892,786
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
6 Months Ended 3 Months Ended
June 30 June 30
INTEREST INCOME 1996 1995 1996 1995
Interest and Fees on Loans $12,344,509 $11,502,463 $6,261,255 $5,919,074
Interest and Dividends on
Investment Securities 5,657,933 5,975,512 2,918,763 2,870,782
Interest on Federal Funds Sold 220,461 237,882 88,503 122,224
Income Interest Bearing Deposits 136,114 90,184 51,843 50,972
Total Interest Income 18,359,017 17,806,041 9,320,364 8,963,052
INTEREST EXPENSE
Deposits 7,081,687 6,668,929 3,663,527 3,360,765
Securities Sold Under Agreements
to Repurchase and Funds Borrowed 237,376 418,761 104,856 182,889
Total Interest Expense 7,319,063 7,087,690 3,768,383 3,543,654
Net Interest Income 11,039,954 10,718,351 5,551,981 5,419,398
Provision for Loan Losses 300,000 400,000 150,000 200,000
Net Interest Income after
Provision for Loan Losses 10,739,954 10,318,351 5,401,981 5,219,398
Realized Gains-Sec. Transactions 384,152 325,154 0 279,875
Other Operating Income 3,130,720 2,923,057 1,597,753 1,453,841
Total Operating Income 14,254,826 13,566,562 6,999,734 6,953,114
Other Operating Expenses 9,841,799 9,580,223 4,946,298 4,806,651
Income before Taxes 4,413,027 3,986,339 2,053,436 2,146,463
Income Taxes 1,528,200 1,327,716 714,855 741,961
Net Income $2,884,827 $2,658,623 $1,338,581 $1,404,502
Net Income per Share $1.39 $1.27 $0.64 $0.67
See Accompanying Notes to Condensed Consolidated Financial Statements
/TABLE
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
June 30
1996 1995
OPERATING ACTIVITIES
Net Income $2,884,827 $2,658,623
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization of Goodwill and Deposit Base Intangible 293,652 293,652
Provision for Loan Losses 300,000 400,000
Provision for Depreciation and Amortization 728,930 553,777
Amortization for Securities, Net 168,613 (257,591)
(Gain) Loss on Security Sales, Net (384,152) (325,154)
(Increase) Decrease in Other Assets (536,186) 759,890
Increase Other Liabilities 18,400 1,413,921
Net Cash Provided by Operating Activities 3,474,084 5,497,118
INVESTING ACTIVITIES
Proceeds from Maturities of Securities - AFS 23,840,554 41,151,126
Proceeds from Maturities of Securities -HTM 3,079,362 4,471,292
Proceeds from Sales of Securities - AFS 15,207,777 5,445,178
Purchases of Securities - AFS (51,400,518) (16,687,338)
Purchases of Securities - HTM (7,108,301) (5,322,476)
Purchases of Bank Premises and Equipment, Net (555,257) (1,444,443)
Loan Originations, Net of Repayments
and Other Reductions (16,512,850) (17,381,792)
Proceeds from Sale of Student Loans 1,175,546 857,459
Net Cash Used by Investing Activities (32,273,687) 1,089,006
FINANCING ACTIVITIES
Net Increase (Decrease) in Demand Deposits, NOW,
Savings and Insured Money Market Accounts (6,928,195) (17,692,587)
Net Increase (Decrease) in Certificates of Deposit
and Individual Retirement Accounts 31,063,537 5,954,204
Net Increase (Decrease) in Short term Borrowings (4,786,168) (785,060)
Sale of Treasury Shares 202,020 0
Purchase of Treasury Shares (279,425) (153,000)
Cash Dividends Paid (1,041,615) (958,462)
Net Cash Provided by Financing Activities 18,230,154 (13,634,905)
Net Increase (Decrease) in Cash and Cash Equivalents (10,569,449) 2,951,219
Cash and Cash Equivalents at Beginning of Year 37,383,798 32,380,592
Cash and Cash Equivalents at End of Period $26,814,349 $36,331,811
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
Chemung Financial Corporation (the Company) operates as a bank holding
company. Its only subsidiary is Chemung Canal Trust Company (the Bank).
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, the Bank. All material intercompany
accounts and transactions have been eliminated in the consolidation.
2. The condensed consolidated financial statements included herein reflect
all adjustments which are, in the opinion of management, of a normal
recurring nature and necessary to present fairly the Corporation's
financial position as of June 30, 1996 and December 31, 1995, results of
operations for the three and six month periods ended June 30, 1996 and
1995 and changes in cash flow position for the six-month periods ended
June 30, 1996 and 1995.
3. Net income per share for the periods presented have been computed by
dividing net income by 2,081,988 average shares outstanding for June 30,
1996 and 2,090,481 average shares outstanding for June 30, 1995.
4. Goodwill, which represents the excess of purchase price over the fair
value of identifiable assets acquired, is being amortized over 15 years on
the straight-line method. Deposit base intangible, resulting from the
Bank's purchase of deposits from the Resolution Trust Company in 1994, is
being amortized over the expected useful life of 15 years on a straight-
line basis. Amortization periods are monitored to determine if events and
circumstances require such periods to be reduced. Periodically, the
Corporation reviews its goodwill and deposit base intangible assets for
events or changes in circumstances that may indicate that the carrying
amount of the assets are not recoverable.
5. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 122 ("SFAS No. 122") Accounting for Mortgage
Servicing Rights, an Amendment of FASB Statement No. 65. This statement
amends certain provisions of Statement 65 to eliminate the accounting
distinction between rights to service mortgage loans for others that are
acquired through loan origination activities and those acquired through
purchase transactions. The Corporation adopted SFAS No. 122 on January 1,
1996 and there was no material impact upon its financial statements.
6. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS No. 123") Accounting for Stock-Based
Compensation which encourages, but does not require, companies to use a
fair value based method of determining compensation cost for grants of
stock options under stock-based employee compensation plans. Companies
electing to continue accounting for these plans under the provisions of
Opinion 25 will be required to present pro forma disclosures of net income
and net
CHEMUNG FINANCIAL CORPORATION FORM 10-Q (JUNE 30, 1996) NOTES (CONTINUED)
income per share, as if a fair value based method had been applied. The
Corporation adopted SFAS No. 123 on January 1, 1996 and there was no
impact upon its financial statements as the Corporation does not currently
have a stock-based compensation plan.
7. On June 28, 1996 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 125 ("SFAS No. 125") Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. This statement provides accounting and reporting standards
for transfers and servicing of financial assets and extinguishments of
liabilities based on consistent application of a financial-components
approach that focuses on control. The Corporation is required to adopt
SFAS No. 125 on January 1, 1997. Adoption of SFAS No. 125 is not expected
to have a material impact on the Corporation's financial statements.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operation
Consolidated total assets at June 30, 1996 were $521.5 million, an
increase of $19.6 million (3.90%) from the beginning of the year. Net loan
balances at June 30, 1996 were $274.1 million which represent an increase of
$15.0 million (5.80%) since the beginning of the year. This growth in our loan
portfolio has been spread throughout all of our major loan sectors with
commercial loan balances showing the most significant growth, with balances
increasing $7.6 million (8.50%). We continue to see steady growth in both total
consumer loans and mortgage balances with increases since the beginning of the
year of $4.4 million (4.30%) and $3.0 million (4.15%) respectively.
Total deposits at June 30, 1996 were $451.0 million, an increase of $24.1
million (5.65%) when compared to deposits at December 31, 1995. This increase
in deposits is primarily due to increases in municipal deposits as management
has been more aggressive in obtaining and retaining those deposits which have
provided the primary funding sources for both the aforementioned loan growth as
well as increases in our securities portfolio.
The Available for Sale segment of the securities portfolio was $182.9
million at June 30, 1996 compared to $171.9 million at the beginning of the
year. Interest rates have trended upward since the end of 1995, causing the
Allowance Valuation to decline by $2.7 million since December 31, 1995. The
Held to Maturity segment of the portfolio at June 30, 1996 was $11.6 million
versus $7.6 million at the beginning of the year.
Amortized cost and fair value, maturity duration, and unrealized gains and
losses for the components in each of the Available for Sale and Held to Maturity
categories of the security portfolio as of June 30, 1996 are set forth in the
following tables:
AVAILABLE FOR SALE HELD TO MATURITY
Amortized Fair Amortized Fair
Cost Value Cost Value
U.S. Treasury and other
U.S. Govt. Agencies $124,945,136 $124,175,503 $ - $ -
Mtg. Backed Securities 31,379,912 30,817,019 - -
Obligations of states and
Political subdivisions 18,223,159 18,388,881 11,606,086 11,606,086
Other bonds and notes 2,242,697 2,275,664 5,000 4,600
Corporate Stocks 2,489,260 7,218,131 - -
$179,280,163 $182,875,198 $ 11,611,086 $ 11,610,686
The carrying value and weighted average yields by years to maturity for
securities available for sale as of June 30, 1996 are as follows (excluding
corporate stocks):
Maturing
Within One Year After One, Within Five
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Government Agencies $ 46,648,095 6.19% $ 67,987,388 6.49%
Mortgage Backed Securities - - - -
Obligations of states and
political subdivisions 3,466,556 5.14% 13,407,684 4.85%
Other bonds and notes 1,509,515 8.19% 766,149 8.93%
Total $ 51,624,166 6.18% $ 82,161,221 6.25%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Government Agencies $ 9,540,020 6.47% $ - -
Mortgage Backed Securities 4,511,936 6.69% 26,305,083 7.90%
Obligations of states and
political subdivisions 1,374,474 4.69% 140,167 4.71%
Other bonds and notes - - - -
Total $ 15,426,430 6.38% $ 26,445,250 7.88%
Mortgage-backed securities are expected to have shorter average
lives than their contractual maturities as shown above, because borrowers may
repay obligations with or without call or prepayment penalties.
The amortized cost and weighted average yields by years to maturity
for securities held to maturity as of June 30, 1996 are as follows:
Maturing
Within One Year After One, Within Five
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 8,873,865 3.94% $ 2,133,689 5.30%
Other bonds and notes - - 5,000 5.50%
Total Bonds $ 8,873,865 3.94% $ 2,138,689 5.30%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 598,532 7.06% $ - -
Other bonds and notes - - - -
Total $ 598,532 7.06% $ - -
There are no securities of a single issuer (other than securities of
the U.S. Government and its agencies) that exceed 10% of shareholders equity at
June 30, 1996 in either the Available for Sale or Held to Maturity categories.
Gross unrealized gains and gross unrealized losses on securities
Available for Sale and Held to Maturity were as follows:
AVAILABLE FOR SALE HELD TO MATURITY
Unrealized Unrealized Unrealized Unrealized
Gains Losses Gains Losses
U.S. Treasury and other
U.S. Govt. Agencies $ 377,618 $1,147,251 $ - $ -
Mtg. Backed Securities - 562,893 - -
Obligations of states and
Political subdivisions 225,343 59,620 - -
Other bonds and notes 32,967 - - 400
Corporate Stocks 4,731,031 2,160 - -
$ 5,366,959 $1,771,924 $ - $ 400
Gross realized gains on sales of securities Available for Sale for the
six-month period ended June 30, 1996 were $384,152.
Included in the Corporate Stocks component in the above tables are 17,174
shares of Student Loan Marketing Association ("Sallie Mae") at a cost basis of
$5,499 and fair value of $1,270,876. These shares were acquired as preferred
shares (a permitted exception to the U.S. Government regulation banning bank
ownership of equity securities) in the original capitalization of the U.S.
Government Agency . Later, the shares were converted to common stock as Sallie
Mae recapitalized. Additionally, at June 30, 1996, the banking subsidiary's
equity portfolio held marketable investments in listed securities totaling
$92,949 at cost with a total fair value of $3,506,100. These shares were
acquired prior to the enactment of the Banking Act of 1933. Other equities
included in the bank portfolio are 9,964 shares of Federal Reserve Bank and
15,044 shares of the Federal Home Loan Bank of New York valued at $498,200 and
$1,504,400 respectively. Management has no current plans for selling these
investments.
Consolidated net earnings for the second quarter of 1996 were $1.339
million, down $66 thousand (4.69%) as compared to the second quarter of 1995.
Net earnings per share for the quarter were $0.64 versus $0.67, a decline of
$0.03 (4.48%). The decline in net earnings and earnings per share is due to the
fact that during the second quarter of 1995, the Corporation had realized gains
from the sale of available for sale securities of $280 thousand, while no
realized gains were taken during the second quarter of 1996. Consolidated net
earnings for the six-month period ending June 30, 1996 were $2.885 million, an
increase of $226 thousand (8.51%). Net earnings per share for the six-month
period were $1.39 versus $1.27 the prior year, an increase of $0.12 (9.45%) on
8,493 fewer average shares outstanding. Earnings for the six-month period were
positively impacted by a $322 thousand (3.00%) increase in Net Interest Income
due primarily to a higher level of average loan balances during the first six
months of 1996, a $208 thousand (7.10%) increase in Other Operating Income, as
well as a $59 thousand (18.14%) increase in realized gains on security
transactions.
At the present time, Congress is considering legislation for the
recapitalization of the Savings Association Insurance Fund ("SAIF") which would
include a one-time charge to banks having deposits insured by the SAIF. If
enacted, approximately $36 million of the Bank's deposits will be subjected to
this assessment, which could result in a one-time expense of anywhere from $275
thousand to $320 thousand.
Proceeds from the maturities and sales of securities and student loans
trailed purchases of securities, loan originations, net of repayments and net
purchases of premises and equipment by $32.3 million during the first six months
of 1996. This compares to the first six months of 1995 when proceeds from the
maturities and sales of securities and student loans exceeded purchases of
securities, loan originations, net of repayments and net purchases of premises
and equipment by $11.1 million. Proceeds from the sale of Available for Sale
securities were $15.2 million during the first six months of 1996 versus $5.4
million the previous year. Securities purchases during the six months ended
June 30, 1996 were $58.5 million versus $22 million in 1995, while loan
originations, net of repayments were $16.5 million versus $17.4 million during
the first six months of 1995.
Net cash provided by financing activities totaled $18.2 million as compared
to a negative $13.6 million during the first six months of 1995. Core deposits
(Demand, NOW, Savings and Insured Money Market Accounts) decreased $6.9 million
while certificates of deposit and individual retirement accounts increased $31.1
million. During the six months ended June 30, 1996, the corporation purchased
9,887 Treasury shares at an average price of $28.26 per share, and sold 7,280
Treasury shares at $27.75 per share, all of which were purchased by the
corporation's subsidiary's Profit-Sharing, Savings and Investment Plan (401-K).
Based upon past experience, as well as an ongoing review of the risk
inherent in our loan portfolio, management has reduced the loan loss provision
for the first six months from $400 thousand to $300 thousand. At 218% of
non-performing loans and 1.41% of total loans, the Allowance for Loan Losses is
viewed by management as adequate relative to risk. Non-performing loans at June
30, 1996 constituted 0.64% of total loans.
Changes in the allowance for loan losses for the six months ended June 30,
1996 is as follows:
June 30, 1996
Amount (000's)
Balance at beginning of period $ $ 3,900
Charge-offs:
Domestic:
Commercial, financial and agricultural 73
Commercial mortgages 0
Residential mortgages 0
Consumer loans 260 $ 333
Recoveries:
Domestic:
Commercial, financial and agricultural $ 10
Commercial mortgages 0
Residential mortgages 0
Consumer loans 36
$ 46
Net charge-offs $ 287
Additions charged to operations 300
Balance at end of period $ 3,913
Ratio of net charge-offs during the period
to average loans outstanding during the period .11%
Included in the allowance for loan losses at June 30, 1996 is an
allowance for impaired loans of $276 thousand versus $199 thousand at the
beginning of the year, and $212 thousand at March 31, 1996. Management
distinguishes between impaired and non-accrual loans as follows:
Impaired Loans - A loan would be considered impaired when it is probable that
after having considered current information and events regarding the borrower's
ability to repay their obligations, the corporation will be unable to collect
all amounts due according to the contractual terms of the loan agreement.
Non-Accrual Loans - A loan is placed on non-accrual when it becomes past due and
is referred to legal counsel, or in the case of a commercial loan which becomes
90 days delinquent, or in the case of a consumer loan (not guaranteed by a
government agency) or a real estate loan which becomes 120 days delinquent
unless, because of collateral or other circumstances, it is deemed to be
collectible. When placed on non-accrual, previously accrued interest is
reversed. Loans may also be placed in non-accrual if management believes such
classification is warranted for other reasons.
At June 30, 1996, the allocation of the allowance for loan losses is
as follows:
Reported Period
June 30, 1996
Balance at end of period
applicable to:
Percent of Loans in each
Amount Category to Total Loans
Domestic:
Commercial, financial
and agricultural 1,190,581 34.24%
Commercial mortgages 297,663 3.56%
Residential mortgages 22,701 23.37%
Consumer loans 155,524 38.83%
Unallocated: 2,246,694 N/A
Total $3,913,163 100.00%
For the periods ended June 30, 1996 and December 31, 1995, the
following table summarized the Corporation's non-accrual and past due loans:
Amounts (000's)
June 30, 1996 December 31, 1995
Non-accrual loans $1,461 $1,119
Accruing loans past due $ 334 $ 681
90 days or more
At June 30, 1996, the Corporation has no commercial loans for which
payments are presently current but the borrowers are currently experiencing
severe financial difficulties. At June 30, 1996, no loan concentrations to
borrowers engaged in the same or similar industries exceeded 10% of total loans
and the Corporation has no interest-bearing assets other than loans that meet
the non-accrual, past due, restructured or potential problem loan criteria.
On June 30, 1996, the Corporations's consolidated leverage ratio was
8.53%. The Tier I and Total Risk Adjusted Capital ratios were 15.11% and
16.36%, respectively.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Applicable Exhibits
(3.1) Certificate of Incorporation is filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-14, Registration No.
2-95743, and is incorporated herein by reference.
Certificate of Amendment to the Certificate of Incorporation,
filed with the Secretary of State of New York on April 1, 1988,
is incorporated herein by reference to Exhibit A of the
registrant's Form 10-K for the year ended December 31, 1988,
File No. 0-13888.
(3.2) Bylaws of the Registrant, as amended to February 14, 1996 are
incorporated herein by reference to Exhibit A of the registrant's
Form 10-Q for the quarter ended March 31, 1996, File No. 0-13888.
(27) Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
During the quarter ended June 30, 1996, no reports on Form 8-K
or amendments to any previously-filed Form 8-K were filed by the
registrant.
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 there to duly authorized.
CHEMUNG FINANCIAL CORPORATION
DATE: August 12, 1996 /s/ John W. Bennett
John W. Bennett
Chairman & CEO
DATE: August 12, 1996 /s/ John R. Battersby
John R. Battersby
Treasurer