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, 1997
[ ] 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 March 31, 1997:
Common Stock, $5 par value -- outstanding 2,072,214 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 4: Submission of Matters to a Vote of
Security Holders 11
Item 6: Exhibits and Reports on Form 8-K 12
All other items required by Part II are either inapplicable
or would require an answer which is negative.
SIGNATURES 13
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
March. 31 Dec 31
1997 1996
ASSETS
Cash and due from banks $ 29,171,969 $ 31,103,374
Int.-bearing deposits with other financial inst. 95,150 151,920
Federal funds sold 4,000,000 500,000
Securities held to maturity, fair value of
$11,834,845 in 1997 and $10,351,440 in 1996 11,835,245 10,351,840
Securities available for sale, at fair value 181,369,483 185,365,478
Loans, net of unearned income and deferred fees 285,880,028 283,720,981
Allowance for loan losses (3,980,067) (3,975,000)
Loans, net 281,899,961 279,745,981
Bank premises and equipment, net 9,504,644 9,712,633
Intangible assets,
net of accumulated amortization 7,256,108 7,402,934
Other assets 8,960,960 7,878,811
Total assets $534,093,522 $532,212,971
LIABILITIES
Deposits: Non-interest bearing $ 89,903,273 $ 86,049,289
Interest bearing 360,075,141 353,600,054
Total deposits 449,978,414 439,649,343
Securities sold under agreement to repurchase 9,322,906 14,371,140
Long term borrowing 10,000,000 10,000,000
Other liabilities 9,032,848 12,072,289
Total liabilities 478,334,168 476,092,772
SHAREHOLDERS' EQUITY
Common Stock, $5.00 par value per share;
authorized 3,000,000 shares, issued: 2,150,067 10,750,335 10,750,335
Surplus 10,101,804 10,101,804
Retained earnings 34,782,553 33,885,269
Treasury stock, at cost (77,853 shares in 1997
and 1996) (1,925,118) (1,925,118)
Net unrealized gain on securities
available for sale, net of taxes 2,049,780 3,307,909
Total shareholders' equity 55,759,354 56,120,199
Total liabilities & shareholders' equity $534,093,522 $532,212,971
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
3 Months Ended
March. 31
INTEREST INCOME 1997 1996
Loans $6,399,111 $6,083,254
Securities 2,982,059 2,739,171
Federal funds sold 69,591 131,958
Interest bearing deposits 46,127 84,271
Total interest income 9,496,888 9,038,654
INTEREST EXPENSE
Deposits 3,488,028 3,418,161
Securities sold under agreement
to repurchase and funds borrowed 339,960 132,520
Total interest expense 3,827,988 3,550,681
Net interest income 5,668,900 5,487,973
Provision for loan losses 200,000 150,000
Net interest income after
provision for loan losses 5,468,900 5,337,973
Realized gains-security trans., Net 0 384,152
Other operating income 1,670,299 1,532,967
Total other operating income 7,139,199 7,255,092
Other operating expenses 4,914,433 4,895,500
Income before income taxes 2,224,765 2,359,592
Income taxes 747,261 813,345
Net Income $1,477,504 $1,546,247
Net Income per Share $0.71 $0.74
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended
March 31
1997 1996
OPERATING ACTIVITIES
Net income $ 1,477,504 $ 1,546,247
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of intangible assets 146,826 146,826
Provision for loan losses 200,000 150,000
Provision for depreciation and amortization 380,134 364,465
Amortization and discount on securities, net 78,874 71,800
(Gain) on sales of securities, net 0 (384,152)
(Increase) decrease in other assets (1,082,149) 335,711
Increase (decrease) other liabilities (3,039,443) (106,194)
Net cash provided by operating activities (1,838,254) 2,124,703
INVESTING ACTIVITIES
Proceeds from maturities of securities - AFS 6,808,442 8,373,001
Proceeds from maturities of securities -HTM 2,067,168 2,086,622
Proceeds from sales of securities - AFS 240 15,205,732
Purchases of securities - AFS (4,149,689) (28,690,055)
Purchases of securities - HTM (3,550,572) (2,342,282)
Purchases of premises and equipment, net (172,145) (368,545)
Loan originations, net of repayments
and other reductions (2,862,312) (198,260)
Proceeds from sales of student loans 508,332 194,844
Net cash used by investing activities (1,350,538) (5,738,943)
FINANCING ACTIVITIES
Net increase (decrease) in demand deposits,
NOW, savings and insured money markets 7,510,672 12,370,533
Net increase (decrease) in certificates of
deposit and individual retirement accounts 2,818,399 12,764,605
Net increase (decrease) in short term
borrowings (5,048,234) (1,571,493)
Sale of treasury shares 0 202,020
Purchase of treasury shares 0 (125,912)
Cash dividends paid (580,220) (520,462)
Net cash provided by financing activities 4,700,617 23,119,291
Net increase (decrease) in cash and
cash equivalents 1,511,825 19,505,051
Cash and cash equivalents at beginning of year 31,755,294 37,383,798
Cash and cash equivalents at end of period $33,267,119 $56,888,849
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
Company's financial position as of March 31, 1997 and December 31,
1996, and results of operations and cash flows for the three month
periods ended March 31, 1997 and 1996.
3. Net income per share for the periods presented have been computed
by dividing net income by 2,072,214 weighted average shares
outstanding for March 31, 1997 and 2,084,611 weighted average
shares outstanding for March 31, 1996.
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 Company 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. 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 Extinguishment of Liabilities. This statement provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishment of liabilities based on
consistent application of a financial-components approach that
focuses on control. The Company adopted SFAS No. 125 on January
1, 1997 and there was no material impact on the Company's
financial statements.
6. The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128") Earnings
Per Share in February 1997 effective for periods ending after
December 15, 1997. Statement 128 was issued to simplify the
computation of EPS and to make the U.S. standard more compatible
with the EPS standards of other countries. Prior period EPS will
be restated after the effective date of this statement. The
adoption of "SFAS" No. 128 should have no effect on the earnings
per share as the Company does not have a complex capital
structure.
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operation
Total assets at March 31, 1997 were $534.1 million, a modest increase
of $1.9 million (0.35%) from the beginning of the year.
The Available for Sale segment of the securities portfolio was $181.4
million at March 31, 1997 compared to $185.4 million at the beginning of
the year. At amortized cost, increases in our investment in Federal Agency
bonds of $3.5 million were offset primarily by maturities and paydowns in
U.S. Treasury Notes, Mortgage Backed Securities, and Corporate bonds in the
amounts of $3.0 million, $1.8 million and $527 thousand respectively. The
allowance valuation in Available for Sale securities declined $2.1 million
reaction to recent action taken by the Federal Reserve in tightening since
the beginning of the year, a reflection of the financial markets monetary
policy. The Held to Maturity segment of the portfolio consisting primarily
of Municipal obligations was $11.8 million versus $10.4 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 securities portfolio at March 31, 1997 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 $105,070,589 $103,868,980 $ - $ -
Mtg. Backed Securities 48,400,220 47,737,875 - -
Obligations of states and
Political subdivisions 20,172,780 20,211,673 11,758,589 11,758,589
Other bonds and notes 650,974 659,979 76,656 76,256
Corporate Stocks 3,662,834 8,890,976 - -
$177,956,597 $181,369,483 $ 11,835,245 $ 11,834,845
The carrying value and weighted average yields based on amortized
cost by years to maturity for securities available for sale as of March 31,
1997 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 $ 12,556,98 5.92% $ 69,310,420 6.41%
Mortgage Backed Securities - - - - Obligations of
states and
political subdivisions 3,583,113 5.16% 13,309,124 4.68%
Other bonds and notes 507,500 9.72% 152,479 7.32%
Total $ 16,647,593 5.87% $ 82,772,023 6.13%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Government Agencies $ 22,001,580 7.12% $ - -
Mortgage Backed Securities 4,132,431 6.69% 43,605,444 7.86%
Obligations of states and
political subdivisions 2,705,534 4.56% 613,902 4.86%
Other bonds and notes - - - -
Total $ 28,839,545 6.82% $ 44,219,346 7.82%
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 March 31, 1997 are as follows:
Maturing
Within One Year After One, Within Five
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 9,319,587 3.95% $ 1,720,205 5.30%
Other bonds and notes 5,000 5.50% - -
Total Bonds $ 9,324,587 3.95% $ 1,720,205 5.30%
Maturing
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
Obligations of states and
political subdivisions $ 718,797 6.67% $ - -
Other bonds and notes 71,656 8.25 - -
Total $ 790,453 6.82% $ - -
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 March 31, 1997 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 $ 143,867 $1,345,476 $ - $ -
Mtg. Backed Securities - 662,345 - -
Obligations of states and
Political subdivisions 145,913 107,020 - -
Other bonds and notes 9,005 - - 400
Corporate Stocks 5,228,943 - - -
$5,527,728 $2,114,841 $ - $ 400
There were no sales of securities for the three-month period ended
March 31, 1997.
Included in the Corporate Stocks component in the above tables are
15,872 shares of Student Loan Marketing Association ("Sallie Mae") at a
cost basis of $5,082 and fair value of $1,511,808. 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
March 31, 1997, the bank's equity portfolio held listed securities totaling
$89,540 at cost with a total fair value of $3,755,126. 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
17,972 shares of the Federal Home Loan Bank of New York valued at $498,200
and $1,797,200 respectively. Management has no current plans for selling
these securities.
Total loan balances increased $2.2 million or 0.76%. Business loans
increased $964 thousand (1.04%) while consumer loan balances grew $1.5
million (1.30%). The growth in consumer loans can be attributed primarily
to indirect auto lending as well as seasonal student loan borrowings. The
above increases were somewhat offset by seasonal declines in mortgages,
home equity and credit card loans. We would expect activity in these areas
to improve as the year progresses, and are particularly encouraged by
recent levels of activity in the mortgage area.
Total deposits at March 31, 1997 were $450.0 million as compared to
$439.6 million at the beginning of the year, a $10.4 million or 2.35%
increase. Approximately $4.7 million of this increase was in Official
Checks outstanding relating to distributions made at the end of the quarter
by our Trust Department associated with a large estate. While public fund
balances were $2.7 million lower than balances maintained at December 31,
1996, other "Core Deposit" accounts increased $8.3 million.
Net earnings for the first quarter of 1997 trailed last years first
quarter net earnings by $69 thousand or 4.45%. Net earnings per share for
the period were $0.71 on 2,072,214 average shares outstanding versus $0.74
on 2,084,611 average shares outstanding the prior year. This decline in
earnings is totally related to the fact that earnings for the first quarter
of 1996 included $230 thousand or $0.11 per share in net after tax realized
gains on the sale of $15 million of U.S. Treasury securities. Excluding
these securities gains, all other net operating earnings were $161 thousand
or 12.3% ahead of last year. Earnings for the first quarter of 1997 were
positively impacted by a $131 thousand (2.45%) increase in net interest
income after the provision for loan losses due to a $26.8 million increase
in average earning assets, this growth coming primarily in our loan
portfolio which averaged $23.4 million more than the corresponding quarter
in 1996. In addition to the above, other operating income improved by $137
thousand or 8.96% while other operating expenses increased only $19
thousand or 0.39%.
As indicated on the Condensed Consolidated Statement of Cash Flows,
cash and cash equivalents have increased $1.5 million since the beginning
of the year as opposed to an increase of $19.5 million during the first
three months of 1996. This difference is due primarily to the fact that a
large amount of state aid funds to local school districts were deposited on
the last business day of the first quarter in 1996, while these same state
aid funds were not received this year until after quarter end.
During the first quarter of 1997, the purchase of available for sale
and held to maturity securities trailed maturities and sales by $1.2
million. Loan originations for the first quarter, net of repayments and
other reductions of $2.9 million have exceeded proceeds from the sale of
student loans of $508 thousand by $2.4 million with growth centered
primarily in business loans and consumer installment loans.
Net cash provided by financing activities was $4.7 million during the
first quarter of 1997 with deposit balance increases of $10.3 million
somewhat offset by a $5.0 million decline in short term borrowings
consisting of repurchase agreements. As noted previously in this
discussion, while public fund deposit balances declined $2.7 million, all
other deposit categories increased in total by $13.0 million with $4.7
million of this increase the result of Official Check's issued by our Trust
Department relating to a large estate distribution. Excess funds provided
by financing activities were invested in Federal Funds Sold which increased
$3.5 million during the quarter.
During the quarter, there were no treasury share transactions. The
company did declare a cash dividend of $0.28 per share payable on April 1,
1997 to shareholders of record as of the close of business March 23, 1997.
Subsequent to quarter end, on April 9, 1997, the company declared a cash
dividend of $0.31 per share payable on July 1, 1997 to shareholders of
record as of the close of business June 16, 1997.
Based upon loan growth, past experience, as well as an ongoing review
of the risk inherent in our loan portfolio, management has increased the
loan loss provision for the first three months from $150 thousand to $200
thousand. At 243% of non-performing loans and 1.39% of total loans, the
Allowance for Loan Losses is viewed by management as adequate relative to
risk. Non-performing loans at March 31, 1997 constituted 0.57% of total
loans.
Changes in the allowance for loan losses for the three months ended
March 31, 1997 is as follows:
March 31, 1997
Amount (000's)
Balance at beginning of period $ $ 3,975
Charge-offs:
Domestic:
Commercial, financial and agricultural 0
Commercial mortgages 53
Residential mortgages 0
Consumer loans 160 $ 213
Recoveries:
Domestic:
Commercial, financial and agricultural $ 4
Commercial mortgages 0
Residential mortgages 0
Consumer loans 14
$ 18
Net charge-offs $ 195
Additions charged to operations 200
Balance at end of period $ 3,980
Ratio of net charge-offs during the period
to average loans outstanding during the period .07%
Included in the allowance for loan losses at March 31, 1997 is an
allowance for impaired loans of $313 thousand versus $341 thousand at the
beginning of the year. 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 March 31, 1997, the allocation of the allowance for loan losses is
as follows:
Reported Period
March 31, 1997
Balance at end of period
applicable to:
Percent of Loans in each
Amount Category to Total Loans
Domestic:
Commercial, financial
and agricultural 1,883,520 32.45%
Commercial mortgages 198,776 3.10%
Residential mortgages 52,139 24.20%
Consumer loans 506,076 40.25%
Unallocated: 1,339,556 N/A
Total $3,980,067 100.00%
For the periods ended March 31, 1997 and December 31, 1996, the
following table summarized the Company's non-accrual and past due loans:
Amounts (000's)
March 31, 1997 December 31, 1996
Non-accrual loans $1,481 $1,494
Accruing loans past due $ 156 $ 226
90 days or more
At March 31, 1997, the Company has no commercial loans for which
payments are presently current but the borrowers are currently experiencing
severe financial difficulties. At March 31, 1997, 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 March 31, 1997, the Company consolidated leverage ratio was 8.94%.
The Tier I and Total Risk Adjusted Capital ratios were 15.86% and 17.11%,
respectively.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held April 8, 1997 for the sole
purpose of electing six board members, all currently serving. All six of
the nominees were proposed for three-year terms. Proxies for the meeting
were solicited pursuant to Section 14 (a) of the Securities Exchange Act of
1934 and there was no solicitation in opposition to management's proposal.
Voting at said meeting for the proposed election of nominees was as
follows:
Shares
Voted Shares
Nominee "For" "Withheld"
Three-Year Terms:
David J. Dalrymple 1,773,614 1,407
Richard H. Evans 1,773,614 1,407
Edward B. Hoffman 1,772,143 2,878
John F. Potter 1,770,262 4,759
William C. Ughetta 1,773,614 1,407
Jan P. Updegraff 1,773,614 1,407
Of the 2,072,214 outstanding shares eligible for voting at said
meeting, 297,193 shares were not voted.
The following are members of the board of directors whose terms have
not expired and who continued in office following the meeting: Robert E.
Agan, John W. Bennett, Donald L. Brooks, Jr., Robert H. Dalrymple, Natalie
B. Kuenkler, Stephen M. Lounsberry III, Boyd McDowell II, Thomas K. Meier,
Ralph H. Meyer, Samuel J. Semel, Charles M. Streeter, Jr., Richard W. Swan,
William A. Tryon, Nelson Mooers van den Blink.
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 March 31, 1997, 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: May 1, 1997 /s/ John W. Bennett
John W. Bennett
Chairman & CEO
DATE: May 1, 1997 /s/ John R. Battersby
John R. Battersby
Treasurer