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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly period ended March 31, 2023
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 001-35741
chemungfinanciallogoa05.jpg
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
New York16-1237038
(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)
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading SymbolName of exchange on which registered
Common stock, par value $.01 per shareCHMGThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes: ☒         No: ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes: ☒        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
☐
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: ☒
The number of shares of the registrant's common stock, $.01 par value, outstanding on May 1, 2023 was 4,710,408.




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
ACLAllowance for Credit Losses
AFSAvailable for sale securities
ALCOAsset-Liability Committee
AOCIAccumulated Other Comprehensive Income
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankChemung Canal Trust Company
Basel IIIThe Third Basel Accord of the Basel Committee on Banking Supervision
Board of DirectorsBoard of Directors of Chemung Financial Corporation
BOLIBank Owned Life Insurance
BTFPBank Term Funding Program
CAMCommon area maintenance charges
CARES ActCoronavirus Aid, Relief, and Economic Security Act
CDARSCertificate of Deposit Account Registry Service
CDOCollateralized Debt Obligation
CECLCurrent expected credit loss
CFSCFS Group, Inc.
CorporationChemung Financial Corporation
COVID-19Coronavirus disease 2019
CRMChemung Risk Management, Inc.
Dodd-Frank ActThe Dodd-Frank Wall Street Reform and Consumer Protection Act
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FHLBNYFederal Home Loan Bank of New York
FRBBoard of Governors of the Federal Reserve System
FRBNYFederal Reserve Bank of New York
Freddie MacFederal Home Loan Mortgage Corporation
GAAPU.S. Generally Accepted Accounting Principles
HTMHeld to maturity securities
ICSInsured Cash Sweep Service
IFRSInternational Financial Reporting Standards
LGDLoss given default
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
NAICSNorth American Industry Classification System
N/MNot meaningful
OPEBOther postemployment benefits
3



OREOOther real estate owned
PDProbability of default
Regulatory Relief ActEconomic Growth, Regulatory Relief, and Consumer Protection Act
ROAReturn on average assets
ROEReturn on average equity
RWARisk-weighted assets
SBASmall Business Administration
SECSecurities and Exchange Commission
Securities ActSecurities Act of 1933
Tax ActTax Cuts and Jobs Act of 2017
TDRsTroubled debt restructurings
WMGWealth Management Group

Terms
Allowance for Credit Losses Replaces the Allowance for Loan and Lease Losses as the contra asset account used to represent the lifetime amount the Corporation anticipates will be unrecoverable from its assets. The ACL conforms to the CECL requirements as outlined in ASU 2016-13, and was implemented by the Corporation on January 1, 2023.
Allowance for credit losses to total loansRepresents period-end allowance for credit losses divided by retained loans.
Assets under administrationRepresents assets that are beneficially owned by clients and all investment decisions pertaining to these assets are also made by clients.
Assets under managementRepresents assets that are managed on behalf of clients.
Basel IA set of international banking regulations, which set out the minimum capital requirements of financial institutions with the goal of minimizing credit risk. The main focus was mainly on credit risk by creating a bank asset classification system.
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 obligationRefers to the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for OPEB plans.
Brokered depositsRefers to deposits obtained from or through the mediation or assistance of a deposit broker.
Capital BankDivision of Chemung Canal Trust Company located in the “Capital Region” of New York State and includes the counties of Albany, Saratoga ,and Schenectady.
Captive insurance companyA company that provides risk-mitigation services for its parent company.
CDARSProduct 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.
Collateralized debt obligationA structured financial product that pools together cash flow-generating assets, such as mortgages, bonds, and loans.
Collateralized mortgage obligationsA 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 ActThe 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.
4



Fully taxable equivalent basisIncome 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.
GAAPAccounting principles generally accepted in the United States of America.
Holding companyConsists of the operations for Chemung Financial Corporation (parent only).
ICSProduct 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 saleResidential real estate loans originated for sale on the secondary market with maturities from 15-30 years.
Long term lease obligationAn obligation extending beyond the current year, which is related to a long term finance lease that is considered to have the economic characteristics of asset ownership.
Mortgage-backed securitiesA type of asset-backed security that is secured by a collection of mortgages.
Municipal clientsA political unit, such as a city, town, or village, incorporated for local self-government.
N/AData is not applicable or available for the period presented.
N/MNot meaningful.
Non-GAAPA calculation not made according to GAAP.
Obligations of state and political subdivisionsAn 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. GovernmentA 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 enterprisesObligations 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.
OREORepresents 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.
OTTIImpairment 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.
Political subdivisionA 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 non-interest 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.
Regulatory Relief ActThe Economic Growth, Regulatory Relief and Consumer Protection Act was enacted on May 24, 2018 provides certain limited amendments to the Dodd-Frank Act, as well as certain targeted modifications to other post-financial crisis regulatory requirements. In addition, the legislation establishes new consumer protections and amends various securities- and investment company-related requirements.
RWARisk-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.
5



SBA loan poolsBusiness loans partially guaranteed by the SBA.
Securities sold under agreements to repurchaseSale of securities together with an agreement for the seller to buy back the securities at a later date.
Tax ActThe Tax Act was enacted on December 22, 2017 and amended the Internal Revenue Code of 1986. The legislation reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent, with some related business deductions and credits being either reduced or eliminated.
TDRA 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 securitiesA 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.
UnauditedFinancial statements and information that have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion.
WMGProvides 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.

6



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)March 31,
2023		December 31,
2022
ASSETS
Cash and due from financial institutions$25,109 $29,309 
Interest-earning deposits in other financial institutions9,532 26,560 
Total cash and cash equivalents34,641 55,869 
Equity investments, at estimated fair value2,949 2,830 
Securities available for sale, at estimated fair value (net of allowance for credit losses of $0 at March 31, 2023)
626,055 632,589 
Securities held to maturity, estimated fair value of $1,905 at March 31, 2023 and $2,402 at December 31, 2022 (net of allowance for credit losses of $0 at March 31, 2023)
1,932 2,424 
FHLBNY and FRBNY Stock, at cost7,913 8,197 
Loans, net of deferred loan fees1,873,701 1,829,448 
Allowance for credit losses (1)
(20,075)(19,659)
Loans, net1,853,626 1,809,789 
Premises and equipment, net15,867 16,113 
Operating lease right-of-use assets6,250 6,449 
Goodwill21,824 21,824 
Bank-owned life insurance2,881 2,871 
Interest rate swap assets22,710 27,141 
Accrued interest receivable and other assets57,535 59,457 
Total assets$2,654,183 $2,645,553 
LIABILITIES AND SHAREHOLDERS' EQUITY 
Deposits: 
Non-interest-bearing$690,596 $733,329 
Interest-bearing1,641,833 1,593,898 
Total deposits2,332,429 2,327,227 
FHLBNY overnight advances90,070 95,810 
Long term finance lease obligation3,258 3,327 
Operating lease liabilities6,427 6,620 
Dividends payable1,460 1,455 
Interest rate swap liabilities22,776 27,196 
Accrued interest payable and other liabilities20,422 17,530 
Total liabilities2,476,842 2,479,165 
Shareholders' equity: 
Common stock, $0.01 par value per share, 10,000,000 shares authorized;
  5,310,076 issued at March 31, 2023 and December 31, 2022
53 53 
Additional paid-in capital47,387 47,331 
Retained earnings216,593 211,859 
Treasury stock, at cost; 600,973 shares at March 31, 2023 and 615,448
  shares at December 31, 2022
(17,219)(17,598)
Accumulated other comprehensive loss(69,473)(75,257)
Total shareholders' equity177,341 166,388 
Total liabilities and shareholders' equity$2,654,183 $2,645,553 

(1)Effective January 1, 2023, the allowance calculation is based upon Current Expected Credit loss methodology. Prior to January 1, 2023, the allowance calculation was based upon incurred loss methodology. Refer to Note 1 for further discussion.
See accompanying notes to unaudited consolidated financial statements.
7



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 Three Months Ended 
 March 31,
(in thousands, except per share data)20232022
Interest and dividend income:
Loans, including fees$22,289 $14,481 
Taxable securities3,583 2,688 
Tax exempt securities261 270 
Interest-earning deposits97 19 
Total interest and dividend income26,230 17,458 
Interest expense:  
Deposits5,387 748 
Securities sold under agreements to repurchase— — 
Borrowed funds896 33 
Total interest expense6,283 781 
Net interest income19,947 16,677 
Provision (credit) for credit losses (1)
277 (1,145)
Net interest income after provision for credit losses19,670 17,822 
Non-interest income:  
WMG fee income2,580 2,757 
Service charges on deposit accounts941 864 
Interchange revenue from debit card transactions1,133 1,130 
Changes in fair value of equity investments72 (113)
Net gains on sales of loans held for sale5 74 
Income from bank-owned life insurance10 11 
Other682 940 
Total non-interest income5,423 5,663 
Non-interest expenses:  
Salaries and wages6,783 6,223 
Pension and other employee benefits1,680 1,718 
Other components of net periodic pension and postretirement benefits(174)(408)
Net occupancy 1,465 1,427 
Furniture and equipment 418 437 
Data processing2,381 2,187 
Professional services440 521 
Legal accruals and settlements— — 
Amortization of intangible assets— 11 
Marketing and advertising 332 276 
Other real estate owned 38 (37)
FDIC insurance497 314 
Loan expense232 215 
Merger and acquisition related expenses— — 
Other1,744 1,784 
Total non-interest expenses15,836 14,668 
Income before income tax expense9,257 8,817 
Income tax expense 1,987 1,950 
Net income $7,270 $6,867 
Weighted average shares outstanding4,721 4,689 
Basic and diluted earnings per share$1.54 $1.46 

(1)Effective January 1, 2023, the allowance calculation is based upon Current Expected Credit loss methodology. Prior to January 1, 2023, the allowance calculation was based upon incurred loss methodology. Refer to Note 1 for further discussion.
See accompanying notes to unaudited consolidated financial statements.
8



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 Three Months Ended 
 March 31,
(in thousands)20232022
Net income$7,270 $6,867 
Other comprehensive income (loss):  
Net unrealized gains (losses) on securities available for sale7,825 (42,115)
Tax effect2,050 (11,028)
Net of tax amount5,775 (31,087)
Change in funded status of defined benefit pension plan and other benefit plans:  
Reclassification adjustment for amortization of net actuarial loss12 14 
Total before tax effect12 14 
Tax effect3 2 
Net of tax amount9 12 
Total other comprehensive income (loss)5,784 (31,075)
Comprehensive income (loss)$13,054 $(24,208)
See accompanying notes to unaudited consolidated financial statements.
9




CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)

(in thousands, except share and per share data)Common StockAdditional Paid-in CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal
Balances at January 1, 2022$53 $46,901 $188,877 $(17,846)$(6,530)$211,455 
Net income— — 6,867 — — 6,867 
Other comprehensive loss— — — — (31,075)(31,075)
Restricted stock awards— 179 — — — 179 
Restricted stock units for directors' deferred compensation plan— 5 — — — 5 
Distribution of 3,985 shares of treasury stock grants for employee restricted stock awards
— (112)— 112 — — 
Cash dividends declared ($0.31 per share)
— — (1,449)— — (1,449)
Distribution of 8,575 shares of treasury stock for directors' compensation
— (139)— 244 — 105 
Repurchase of 15,388 shares of common stock
— — — (695)— (695)
Sale of 2,545 shares of treasury stock (a)
— 46 — 72 — 118 
Balances at March 31, 2022$53 $46,880 $194,295 $(18,113)$(37,605)$185,510 
Balances at January 1, 2023$53 $47,331 $211,859 $(17,598)$(75,257)$166,388 
Cumulative effect of accounting change (b)(1,076)(1,076)
Balances at January 1, 2023, as adjusted53 47,331 210,783 (17,598)(75,257)165,312 
Net income— — 7,270 — — 7,270 
Other comprehensive income5,784 5,784 
Restricted stock awards— 263 — — — 263 
Restricted stock units for directors' deferred compensation plan— 5 — — — 5 
Distribution of 4,577 shares of treasury stock grants for employee restricted stock awards
— (131)— 131 — — 
Cash dividends declared ($0.31 per share)
— — (1,460)— — (1,460)
Distribution of 8,492 shares of treasury stock for directors' compensation
— (147)— 243 — 96 
Repurchase of 2,148 shares of common stock
— — — (98)— (98)
Sale of 3,554 shares of treasury stock (a)
— 66 — 103 — 169 
Balances at March 31, 2023$53 $47,387 $216,593 $(17,219)$(69,473)$177,341 

(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 326. See "Adoption of New Accounting Standards" discussion in Note 1.


See accompanying notes to unaudited consolidated financial statements.
10



CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)Three Months Ended 
 March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:20232022
Net income$7,270 $6,867 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization (increase in) of right-of-use assets199 199 
Amortization of intangible assets— 11 
Provision for credit losses (1)
277 (1,145)
Loss on disposal of fixed assets— 20 
Depreciation and amortization of fixed assets533 579 
Amortization of premiums on securities, net656 1,146 
Gain on sales of loans held for sale, net(5)(74)
Proceeds from sales of loans held for sale210 3,901 
Loans originated and held for sale(205)(3,776)
Net change in fair value of equity investments(72)113 
Purchase of equity investments(47)(98)
Increase in other assets and accrued interest receivable(132)(1,418)
Increase in accrued interest payable636 17 
Expense related to restricted stock units for directors' deferred compensation plan5 5 
Expense related to employee stock compensation131 — 
Expense related to employee restricted stock awards263 179 
Increases in (payments on) operating leases(193)(192)
Net (gain) loss on interest rate swaps11 (138)
Increase (decrease) in other liabilities1,159 (201)
Income from bank owned life insurance(10)(11)
Net cash provided by operating activities10,686 5,984 
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, calls, and principal paydowns on securities available for sale15,901 24,813 
Proceeds from maturities and principal collected on securities held to maturity492 211 
Purchases of securities available for sale(2,199)(22,388)
Purchase of FHLBNY and FRBNY stock(16,853)(1,304)
Redemption of FHLBNY and FRBNY stock17,137 1,946 
Proceeds from sales of fixed assets— 125 
Purchases of premises and equipment(287)(15)
Net increase in loans(44,114)(48,365)
Net cash used in investing activities(29,923)(44,977)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in demand deposits, interest-bearing demand accounts, savings accounts, and insured money market accounts(44,507)35,187 
Increase in time deposits49,709 58,972 
Net change in FHLB overnight advances(5,740)(14,570)
Payments made on finance leases(69)(67)
Purchase of treasury stock(98)(695)
Sale of treasury stock169 118 
Cash dividends paid(1,455)(1,450)
Net cash (used in) provided by financing activities(1,991)77,495 
Net (decrease) increase in cash and cash equivalents(21,228)38,502 
Cash and cash equivalents, beginning of period55,869 26,981 
Cash and cash equivalents, end of period$34,641 $65,483 


(1)Effective January 1, 2023, the allowance calculation is based upon Current Expected Credit loss methodology. Prior to January 1, 2023, the allowance calculation was based upon incurred loss methodology. Refer to Note 1 for further discussion.
See accompanying notes to unaudited consolidated financial statements.
11



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:20232022
Cash paid for:
Interest$5,647 $764 
Income taxes4,305 115 
Supplemental disclosure of non-cash activity:
Transfer of loans to other real estate owned— 137 
Dividends declared, not yet paid1,460 1,449 
See accompanying notes to unaudited consolidated financial statements.
12



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 8 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 unaudited consolidated financial statements should be read in conjunction with the Corporation's 2022 Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period.


Reclassifications
Amounts in the prior year financial statements are reclassified whenever necessary to conform to the current year's presentation.

Recent Accounting Pronouncements

Accounting Standards Adopted in 2023:

Financial Instruments - Credit Losses - Topic 326
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. The ASU supersedes prior GAAP by replacing the incurred loss impairment method with a methodology that reflects lifetime expected credit losses and requires the consideration of a broader range of reasonable and supportable information to form loss estimates. In November 2019, the FASB adopted an amendment to postpone the effective date of ASU 2016-13 to January 2023, for some entities, including certain Securities and Exchange Commission filers. As a smaller reporting company, the Corporation was eligible for and elected delayed adoption.
The Corporation adopted the standard on January 1, 2023, and recognized a one-time cumulative-effect adjustment to retained earnings, of $1.5 million, or $1.1 million, net of tax effects, of which $1.1 million reflected the establishment of an allowance for credit losses on unfunded commitments, $0.4 million reflected additional allowance related to the loan portfolio, and no adjustment was recognized related to the securities portfolio.
13



The quantitative component of the estimate relies on the statistical relationship between the projected value of an economic indicator and the implied historical loss experience among a curated group of peers. The Corporation utilized regression analyses of peer data, in which the Corporation was included, and where observed credit losses and selected economic factors were used to determine suitable loss drivers for modeling the lifetime rates of probability of default (PD). A loss given default rate (LGD) is assigned to each pool for each period based on these PD outcomes. The model fundamentally utilizes an expected discounted cash flow (DCF) analysis for all loan portfolio segments. The DCF analysis is run at the instrument-level and incorporates an array of loan-specific data points and segment-implied assumptions to determine the lifetime expected loss attributable to each instrument. An implicit "hypothetical loss" is derived for each period of the DCF, and helps establish the present value of future cash flows for each period. The reserve applied to a specific instrument is the difference between the sum of the present value of future cash flows and the book balance of the loan at the measurement date.
Portfolio segments are the level at which loss assumptions are applied to a pool of loans based on the similarity of risk characteristics inherent in the included instruments, relying on FFIEC Call Report codes. The loss driver for each loan portfolio segment is derived from a readily available and reasonable economic forecast, chiefly the FOMC of the Federal Reserve's projections of civilian unemployment and year-over-year U.S. GDP growth. Forecasts are applied over a four-quarter period and revert to the lookback period's historical mean for the economic indicator over an eight-quarter horizon, on a straight-line basis.
The model incorporates qualitative factor adjustments in order to calibrate the model for risk in each portfolio segment that may not be captured through quantitative analysis. Determinations regarding qualitative adjustments are reflective of management's expectation of loss conditions differing from those already captured in the quantitative component of the model. The Corporation evaluates all assets exhibiting potential credit risk, including off-balance sheet exposures on unfunded commitments, and debt securities. Allowances on unfunded commitments utilize a calculated funding rate to estimate the Corporation's future obligations, and applies the overall loss rate assigned to each concurrent pool. Securities backed by U.S. government-related agencies are determined to be zero-credit loss securities. Potential losses on obligations of states, political subdivisions, and corporate bonds and notes are analyzed by management to determine whether any of the losses may be attributable to credit-related factors on an individual basis.
The adoption of ASU 2016-13 had an initial impact on the allowance for credit losses on loans of $0.4 million, reflecting changes in the methodology when compared to the allowance for loan losses on loans at December 31, 2022. The increase represents an increase of $0.2 million in the allowance relating to commercial loans, the combined effect of changes to commercial & agricultural and commercial real estate, and an increase of $0.2 million in consumer loans, mostly in relation to indirect auto lending. The remainder of the adoption impact, or $1.1 million, related to the establishment of an allowance for unfunded commitments.

Troubled Debt Restructurings and Vintage Disclosures - Topic 326
In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU made certain targeted amendments specific to troubled debt restructurings (TDRs) by creditors and vintage disclosure related to gross write-offs. Upon adoption, the Corporation will be required to apply the loan and refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan, rather than applying the recognition and measurement guidance for TDRs. The ASU also requires companies to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within scope of Subtopic 326-20. The Corporation adopted the standard prospectively, beginning January 1, 2023, concurrently with the aforementioned ASU 2016-13, and its impact can be found within Note 4 to the consolidated financial statements. The Corporation established a methodology for identifying and reporting the financial impact of modifications made to borrowers who are deemed to be experiencing financial difficulty.

Reference Rate Reform - ASC 848
ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, was issued in December 2022 and defers the date for which accounting relief can be applied under Topic 848. ASU 2022-06 applies to entities that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The objective of the guidance in Topic 848 is to ease the burden in accounting related to the recognition of the effects of reference rate reform on financial reporting. A sunset provision was included within Topic 848 based on expectations of when LIBOR would cease being published. The Corporation had adopted the accounting relief provisions of Topic 848 effective October 1, 2020. The amendments in ASU 2022-06 defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be able to apply the accounting relief in Topic 848. ASU 2022-06 was effective for all entities upon its issuance. The adoption of the provisions of Topic 848, as amended, did not have a material impact on the Corporation’s consolidated financial statements.

14



Accounting Standards Pending Adoption
None.


Risks and Uncertainties

Current Banking Environment
Industry events transpiring prior to the Corporation’s filing date, continue to present challenges to the banking sector. Market conditions and external factors may unpredictably impact the competitive landscape for deposits in the banking industry. Additionally, the rising interest rate environment has increased competition for liquidity and the premium at which liquidity is available to meet funding needs. The Corporation believes the sources of liquidity presented in the these Unaudited Consolidated Financial Statements and the Notes to the Unaudited Consolidated Financial Statements are sufficient to meet its needs on the balance sheet date.
An unexpected decrease in deposit balances due to heavy withdrawal activity could adversely impact the Corporation's ability to rely on organic deposits to primarily fund its operations, potentially requiring greater reliance on secondary sources of liquidity to meet withdrawal demands or to fund continuing operations. These sources may include proceeds from Federal Home Loan Bank advances, sales of investment securities and loans, federal funds lines of credit from correspondent banks, and out-of-market time deposits. Important Accounting Policy ramifications of such events are outlined in the previous sections of Note 1, and subsequently in the relevant Notes to the Consolidated Financial Statements.
In response to these events, the Treasury Department, Federal Reserve, and FDIC jointly announced the Bank Term Funding Program (BTFP) on March 12, 2023. This program aims to enhance liquidity by allowing institutions to pledge certain securities at the par value of the securities, and at a borrowing rate of ten basis points over the one-year overnight index swap rate. The BTFP is available to eligible U.S. federally insured depository institutions, with advances having a term of up to one year and no prepayment penalties. As of the date of the release of the Unaudited Consolidated Financial Statements, the Corporation has not accessed the BTFP.
Such reliance on secondary funding sources could increase the Corporation's overall cost of funding and thereby reduce net income. While the Corporation believes its current sources of liquidity are adequate to fund operations, there is no guarantee they will suffice to meet future liquidity demands. This may necessitate slowing or discontinuing loan growth, capital expenditures, or other investments, or liquidating assets.
For further discussion of the Corporation's liquidity practices, see pages 59-61 of this Form 10-Q.



NOTE 2        EARNINGS 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 shares, are considered outstanding and are included in the computation of basic earnings per share. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. Restricted stock awards are grants of participating securities 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 4,721 and 4,689 weighted average shares outstanding for the three month periods ended March 31, 2023 and 2022, respectively. There were no common stock equivalents during the three month periods ended March 31, 2023 or 2022.


15



NOTE 3        SECURITIES

Amortized cost and estimated fair value of securities available for sale are as follows (in thousands):
 March 31, 2023
 Amortized CostUnrealized GainsUnrealized LossesAllowance for credit lossesEstimated Fair Value
U.S. Treasury notes and bonds$61,619 $— $5,291 $— $56,328 
Mortgage-backed securities, residential508,906 — 76,252 — 432,654 
Obligations of states and political subdivisions39,795 19 400 — 39,414 
Corporate bonds and notes25,750 — 5,120 — 20,630 
SBA loan pools78,769 130 1,870 — 77,029 
Total$714,839 $149 $88,933 $— $626,055 

 December 31, 2022
 Amortized CostUnrealized GainsUnrealized LossesEstimated Fair Value
U.S. Treasury notes and bonds$61,800 $— $6,225 $55,574 
Mortgage-backed securities, residential518,838 — 83,707 435,131 
Obligations of states and political subdivisions39,828 2 938 38,892 
Corporate bonds and notes25,750 — 3,780 21,970 
SBA loan pools82,982 155 2,116 81,022 
Total$729,198 $157 $96,766 $632,589 


Amortized cost and estimated fair value of securities held to maturity are as follows (in thousands):
 March 31, 2023
 Amortized CostUnrecognized GainsUnrecognized LossesAllowance for credit lossesEstimated Fair Value
Obligations of states and political subdivisions$952 $— $— $— $952 
Time deposits with other financial institutions980 — 27 — 953 
Total$1,932 $— $27 $— $1,905 

 December 31, 2022
 Amortized CostUnrecognized GainsUnrecognized LossesEstimated Fair Value
Obligations of states and political subdivisions$952 $— $— $952 
Time deposits with other financial institutions1,472 — 22 1,450 
Total$2,424 $— $22 $2,402 

16



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, 2023
Available for SaleHeld to Maturity
Amortized
Cost		Fair
Value		Amortized
Cost		Fair
Value
Within one year$3,141 $3,102 $1,004 $1,003 
After one, but within five years104,669 98,309 928 902 
After five, but within ten years18,883 14,501 — — 
After ten years471 460 — — 
127,164 116,372 1,932 1,905 
Mortgage-backed securities, residential508,906 432,654 — — 
SBA loan pools78,769 77,029 — — 
Total$714,839 $626,055 $1,932 $1,905 

There were no proceeds from sales and calls of securities resulting in gains or losses for the three month periods ended March 31, 2023 and 2022.


The following tables summarize the investment securities available for sale with unrealized losses at March 31, 2023 and December 31, 2022 by aggregated major security type and length of time in a continuous unrealized loss position (in thousands):
 Less than 12 months12 months or longerTotal
March 31, 2023Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. Treasury notes and bonds$1,107 $16 $55,221 $5,275 $56,328 $5,291 
Mortgage-backed securities, residential7,594 477 425,060 75,775 432,654 76,252 
Obligations of states and political subdivisions20,209 176 12,962 224 33,171 400 
Corporate bonds and notes2,750 250 12,064 4,870 14,814 5,120 
SBA loan pools9,279 20 56,883 1,850 66,162 1,870 
Total temporarily impaired securities$40,939 $939 $562,190 $87,994 $603,129 $88,933 

 Less than 12 months12 months or longerTotal
December 31, 2022Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. Treasury notes and bonds$1,011 $30 $54,563 $6,195 $55,574 $6,225 
Mortgage-backed securities, residential79,891 7,621 355,240 76,086 435,131 83,707 
Obligations of states and political subdivisions37,847 938 — — 38,785 938 
Corporate bonds and notes4,515 485 7,455 3,295 11,970 3,780 
SBA loan pools14,333 925 51,123 1,191 65,456 2,116 
Total temporarily impaired securities$137,597 $9,999 $468,381 $86,767 $606,916 $96,766 

Assessment of Available for Sale Debt Securities for Impairment
Management assesses the decline in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists. The following is a discussion of the credit quality characteristics of portfolio segments carrying material unrealized losses as of March 31, 2023.

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Obligations of U.S. Governmental agencies and sponsored enterprises:
At March 31, 2023, the majority of the Corporation’s unrealized losses in available for sale investment securities related to mortgage-backed securities, issued by government-sponsored entities and agencies. Declines in fair value are attributable to changes in interest rates and illiquidity, not credit quality. The Corporation does not have the intent, and it is not likely to be required to, sell these securities prior to their anticipated recovery. Because the Corporation considers these obligations to carry zero loss estimates, no ACL has been recorded.

Corporate bonds and notes:
The Corporation's corporate bonds and notes portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of these investments on an individual basis. Management reviewed the collectability of these securities, taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, and credit ratings when available, among other pertinent factors. All corporate bond debt securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. Therefore, the Corporation has not recorded an ACL on its corporate bonds and notes portfolio as of March 31, 2023.


NOTE 4        LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the loan portfolio, net of deferred origination fees and costs, is summarized as follows (in thousands):
March 31, 2023December 31, 2022
Commercial and agricultural:
Commercial and industrial$244,174 $252,044 
Agricultural333 249 
Commercial mortgages:
Construction118,660 108,243 
Commercial mortgages, other917,637 888,670 
Residential mortgages285,944 285,672 
Consumer loans:
Home equity lines and loans84,537 81,401 
Indirect consumer loans211,270 202,124 
Direct consumer loans11,146 11,045 
Total loans, net of deferred loan fees and costs1,873,701 1,829,448 
Allowance for credit losses(20,075)(19,659)
Loans, net$1,853,626 $1,809,789 

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.

Accrued interest receivable on loans amounted to $6.3 million at March 31, 2023 and $6.5 million million at December 31, 2022. Accrued interest receivable on loans is included in the "accrued interest receivable and other assets" line item on the Corporation's Consolidated Balance Sheets, and is excluded from the estimate of credit losses.

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The following table presents the activity in the allowance for credit losses by portfolio segment for the three month period ended March 31, 2023 (in thousands):
Three Months Ended March 31, 2023
Allowance for credit lossesCommercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Beginning balance$3,373 $11,576 $1,845 $2,865 $19,659 
Cumulative effect adjustment for the adoption of ASC 326909 (695)(16)176 374 
Beginning balance after cumulative effect adjustment 4,282 10,881 1,829 3,041 20,033 
Charge-offs(190)— — (193)(383)
Recoveries6 — — 108 114 
Net recoveries (charge-offs)(184)— — (85)(269)
Provision (1)
(45)102 63 191 311 
Ending balance$4,053 $10,983 $1,892 $3,147 $20,075 
(1) Additional credit provision related to off-balance sheet exposure was $34 thousand for the three months ended March 31, 2023.

Refer to Note 1-Summary of Significant Accounting Policies in our Annual report on Form 10-K for the fiscal year ended December 31, 2022, for the allowance for loan losses policy effective prior to the adoption of ASC 326-Financial Instruments-Credit Losses, as of December 31, 2022.

The following table presents the activity in the allowance for loan losses by portfolio segment for the three month period ended March 31, 2022.
Three Months Ended March 31, 2022
Allowance for loan lossesCommercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Beginning balance$3,591 $13,556 $1,803 $2,075 $21,025 
Charge-offs(4)— — (194)(198)
Recoveries6 1 — 239 246 
Net recoveries (charge-offs)2 1 — 45 48 
Provision(110)(593)(197)(245)(1,145)
Ending balance$3,483 $12,964 $1,606 $1,875 $19,928 
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Unfunded Commitments
The allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities in the Consolidated Balance Sheets), with adjustments to the reserve recognized in the provision for credit losses on the Consolidated Statements of Income. The Corporation established a reserve for unfunded commitments in conjunction with its adoption of ASC 326-Financial Instruments-Credit Losses.

The following table presents the activity in the allowance for credit losses on unfunded commitments for the three month periods ended March 31, 2023 and 2022:
For the Three Months Ended
Allowance for credit losses on unfunded commitments March 31, 2023March 31, 2022
Beginning balance $— $— 
Impact of ASC 326 adoption1,082 — 
Provision for unfunded commitments (34)— 
Ending balance $1,048 $— 


The following table presents the provision for credit losses on loans and unfunded commitments for the three month period ended March 31, 2023, based upon the current expected credit loss methodology, and the provision for loan losses on loans for the three month period ended March 31, 2022, based upon the incurred loss methodology:
For the Three Months Ended
Provision for credit lossesMarch 31, 2023March 31, 2022
Provision for credit losses on loans $311 $(1,145)
Provision for unfunded commitments (34)— 
Total provision (credit) for credit losses$277 $(1,145)



The following tables present the balance in the allowance for credit losses and allowance for loan losses, and the amortized cost basis in loans by portfolio segment, as of March 31, 2023 and December 31, 2022 (in thousands):
 March 31, 2023
Allowance for credit lossesCommercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Ending allowance balance attributable to loans:
Individually analyzed$1,040 $36 $— $— $1,076 
Collectively analyzed3,013 10,947 1,892 3,147 18,999 
   Total ending allowance balance$4,053 $10,983 $1,892 $3,147 $20,075 

 December 31, 2022
Allowance for loan lossesCommercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Ending allowance balance attributable to loans:
Individually evaluated for impairment$1,078 $38 $— $31 $1,147 
Collectively evaluated for impairment2,295 11,538 1,845 2,834 18,512 
   Total ending allowance balance$3,373 $11,576 $1,845 $2,865 $19,659 


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 March 31, 2023
Loans:Commercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Loans individually analyzed $1,779 $4,089 $715 $254 $6,837 
Loans collectively analyzed242,728 1,032,208 285,229 306,699 1,866,864 
   Total ending loans balance$244,507 $1,036,297 $285,944 $306,953 $1,873,701 


 December 31, 2022
Loans:Commercial and AgriculturalCommercial MortgagesResidential MortgagesConsumer LoansTotal
Loans individually evaluated for impairment$2,112 $4,383 $723 $264 $7,482 
Loans collectively evaluated for impairment250,181 992,530 284,949 294,306 1,821,966 
   Total ending loans balance$252,293 $996,913 $285,672 $294,570 $1,829,448 


Modifications to Loans Made to Borrowers Experiencing Financial Difficulty
Effective January 1, 2023, the Corporation adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326)-Troubled Debt Restructurings and Vintage Disclosures. The Corporation may occasionally make modifications to loans where the borrower is considered to be experiencing financial difficulty. Types of modifications considered under ASU 2022-02 include principal reductions, interest rate reductions, term extensions, or a combination thereof.

The following table summarizes the amortized cost basis of loans modified as of March 31, 2023:
March 31, 2023
Loans modified under ASU 2022-02:Principal ReductionInterest Rate ReductionTerm ExtensionCombinationTotal
(%) of Loan Class (1)
Commercial mortgages $— $— $277 $— $277 0.03 %
Total$— $— $277 $— $277 
(1) Represents the amortized cost basis of loans modified during the period as a percentage of the period-end loan balances by class.


The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the three month period ended March 31, 2023:
March 31, 2023
Effect of loan modifications under ASU 2022-02:Principal Reduction (in thousands)Weighted-average interest rate reduction (%)Weighted-average term extension (in months)
Commercial mortgages $——%60


Individually Analyzed Loans
Effective January 1, 2023, the Corporation began analyzing loans on an individual basis when management determined that the loan no longer exhibited risk characteristics consistent with the risk characteristics existing in its designated pool of loans, under the Corporation's CECL methodology. Loans individually analyzed include certain non-accrual commercial and consumer loans, as well as certain loans previously identified under prior troubled debt restructuring (TDR) guidance.
21



As of March 31, 2023, the amortized cost basis of individually analyzed loans amounted to $6.8 million, of which $6.0 million were considered collateral dependent. For collateral dependent loans where the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan, at measurement date. Certain assets held as collateral may be exposed to future deterioration in fair value, particularly due to changes in real estate markets or usage.

The following table presents the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral dependent as of March 31, 2023 (in thousands):
March 31, 2023
Amortized Cost BasisRelated Allowance
Commercial and agricultural:
Commercial and industrial (1) (3)
$573 $168 
Commercial mortgages:
Commercial mortgages, other (1)
4,413 36 
Residential mortgages (2)
715 — 
Consumer loans
Home equity lines and loans (2)
254 — 
Total$5,955 $204 
(1) Secured by commercial real estate
(2) Secured by residential real estate
(3) Secured by business assets


Prior to January 1, 2023, the Corporation considered a loan to be impaired when, based on currently available information, it was deemed probable that the Corporation would not be able to collect on the loan's contractually determined principal and interest payments. Impaired loans included loans on non-accrual status and troubled debt restructurings (TDRs). The Corporation identified loss allocations for impaired loans on an individual basis, and in conformity with its methodology under the incurred loss framework.

























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The following is a summary of impaired loans as of December 31, 2022 (in thousands):
 December 31, 2022
With no related allowance recorded:Unpaid Principal BalanceRecorded InvestmentAllowance for Loan Losses Allocated
Commercial and agricultural:
Commercial and industrial$1,026 $1,025 $— 
Commercial mortgages:
Construction5 5 — 
Commercial mortgages, other4,346 4,341 — 
Residential mortgages767 760 — 
Consumer loans:
Home equity lines and loans154 138 — 
With an allowance recorded:
Commercial and agricultural:
Commercial and industrial1,086 1,088 1,078 
Commercial mortgages:
Commercial mortgages, other38 38 38 
Consumer loans:
Home equity lines and loans126 127 31 
Total$7,548 $7,522 $1,147 


The following table presents the amortized cost basis and interest income of loans individually evaluated recognized by class of loans for the three month periods ended March 31, 2023 and 2022 (in thousands):

 Three Months Ended 
 March 31, 2023		Three Months Ended 
 March 31, 2022
With no related allowance recorded:Amortized Cost Basis
Interest Income Recognized (1)
Amortized Cost Basis
Interest Income Recognized (1)
Commercial and agricultural:
   Commercial and industrial$729 $— $926 $3 
Commercial mortgages:
Construction— — 113 1 
Commercial mortgages, other4,053 7 4,105 7 
Residential mortgages715 9 895 11 
Consumer loans:
Home equity lines & loans254 — 161 1 
With an allowance recorded:
Commercial and agricultural:
Commercial and industrial1,049 2 1,414 3 
Commercial mortgages:
Commercial mortgages, other36 — 2,601 21 
Consumer loans:
Home equity lines and loans— — 141 — 
Total$6,836 $18 $10,356 $47 
(1)Cash basis interest income approximates interest income recognized.





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The following table presents the amortized cost basis in non-accrual and loans past due 90 days or more and still accruing by class of loan as of March 31, 2023 and December 31, 2022 (in thousands):

Non-accrual with no allowance for credit lossesNon-accrualLoans Past Due 90 Days or More and Still Accruing
March 31, 2023March 31, 2023December 31, 2022March 31, 2023December 31, 2022
Commercial and agricultural:
Commercial and industrial$730 $1,623 $1,946 $6 $1 
Commercial mortgages:
Construction— — 5 — — 
Commercial mortgages, other3,611 3,647 3,928 — — 
Residential mortgages1,036 1,036 986 — — 
Consumer loans:
Home equity lines and loans866 866 760 — — 
Indirect consumer loans556 556 540 — — 
Direct consumer loans3 3 13 — — 
Total$6,802 $7,731 $8,178 $6 $1 



The following tables present the aging of the amortized cost basis of loans as of March 31, 2023 and December 31, 2022 (in thousands):
March 31, 2023
 30 - 59 Days Past Due60 - 89 Days Past Due90 Days or More Past DueTotal Past DueLoans Not Past DueTotal
Commercial and agricultural:
Commercial and industrial$67 $8 $16 $91 $244,083 $244,174 
Agricultural— — — — 333 333 
Commercial mortgages: 
Construction2,284 — — 2,284 116,376 118,660 
Commercial mortgages, other246 — 297 543 917,094 917,637 
Residential mortgages933 57 412 1,402 284,542 285,944 
Consumer loans: 
Home equity lines and loans261 57 568 886 83,651 84,537 
Indirect consumer loans1,036 52 265 1,353 209,917 211,270 
Direct consumer loans10 — — 10 11,136 11,146 
Total$4,837 $174 $1,558 $6,569 $1,867,132 $1,873,701 

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December 31, 2022
 30 - 59 Days Past Due60 - 89 Days Past Due90 Days or More Past DueTotal Past DueLoans Not Past DueTotal
Commercial and agricultural:
Commercial and industrial$74 $3 $1 $78 $251,966 $252,044 
Agricultural— — — — 249 249 
Commercial mortgages: 
Construction— — — — 108,243 108,243 
Commercial mortgages, other1,058 — 486 1,544 887,126 888,670 
Residential mortgages1,360 709 294 2,363 283,309 285,672 
Consumer loans: 
Home equity lines and loans193 121 442 756 80,645 81,401 
Indirect consumer loans1,397 193 250 1,840 200,284 202,124 
Direct consumer loans2 19 1 22 11,023 11,045 
Total$4,084 $1,045 $1,474 $6,603 $1,822,845 $1,829,448 


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 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. Retail loans are not rated until they become 90 days past due.

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.

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.







25



Based on the analyses performed as of March 31, 2023, the risk category of the amortized cost basis of loans by class of loans and vintage, as well as the gross charge-offs by loan class and vintage for the period, are as follows (in thousands):
Term Loans Amortized Cost by Origination YearRevolving Loans Amortized CostRevolving Loans Converted to TermTotal
20232022202120202019Prior
Commercial & industrial
Pass$7,750 $43,899 $21,452 $14,723 $38,017 $12,844 $88,666 $— $227,351 
Special mention100 104 350 3 86 457 3,478 9,315 13,893 
Substandard — 36 — 412 28 370 629 588 2,063 
Doubtful— — — — — 867 — — 867 
Total7,850 44,039 21,802 15,138 38,131 14,538 92,773 9,903 244,174 
Gross charge-offs $— $— $— $— $— $190 $— $— $190 
Agricultural
Pass— 17 170 — — — 146 — 333 
Special mention— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total— 17 170 — — — 146 — 333 
Gross charge-offs— — — — — — — — — 
Construction
Pass8,311 2,819 1,975 — 2,317 1,205 101,857 — 118,484 
Special mention— 176 — — — — — — 176 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total8,311 2,995 1,975 — 2,317 1,205 101,857 — 118,660 
Gross charge-offs— — — — — — — — — 
Commercial mortgages
Pass 31,729 214,915 129,614 99,057 40,489 180,523 192,038 — 888,365 
Special mention— 2,563 8,828 1,033 — 3,867 — 6,154 22,445 
Substandard277 1,186 — — — 4,790 97 441 6,791 
Doubtful— — — — — 36 — — 36 
Total32,006 218,664 138,442 100,090 40,489 189,216 192,135 6,595 917,637 
Gross charge-offs— — — — — — — — — 
Residential mortgages
Not rated5,594 52,576 52,443 75,198 16,416 52,615 30,066 — 284,908 
Substandard — 107 64 111 181 573 — — 1,036 
Total 5,594 52,683 52,507 75,309 16,597 53,188 30,066 — 285,944 
Gross charge-offs— — — — — — — — — 
Home equity lines and loans
Not rated3,945 19,073 6,477 3,827 3,110 12,740 34,500 — 83,672 
Substandard — — — — 121 392 352 — 865 
Total3,945 19,073 6,477 3,827 3,231 13,132 34,852 — 84,537 
Gross charge-offs— — — — — — 8 — 8 
Indirect consumer
Not rated26,012 123,593 32,138 14,374 7,385 7,211 — — 210,713 
Substandard — 186 98 59 73 141 — — 557 
Total26,012 123,779 32,236 14,433 7,458 7,352 — — 211,270 
Gross charge-offs— 43 36 30 12 23 — — 144 
Direct consumer
Not rated1,121 3,956 1,330 630 266 478 3,362 — 11,143 
Substandard— — — — — 3 — — 3 
Total 1,121 3,956 1,330 630 266 481 3,362 — 11,146 
Gross charge-offs— — 1 4 — 36 — — 41 
Total loans $84,839 $465,206 $254,939 $209,427 $108,489 $279,112 $455,191 $16,498 $1,873,701 
Total gross charge-offs$— $43 $37 $34 $12 $249 $8 $— $383 
26



Prior to the adoption of ASC 326-Financial Instruments-Credit Losses, loans not meeting the criteria above that were analyzed individually as part of the above described process were considered pass rated loans as of December 31, 2022. Based upon the analyses performed as of December 31, 2022, the risk category of the recorded investment of loans by class of loans was as follows (in thousands):
 December 31, 2022
 Not RatedPassSpecial MentionSubstandardDoubtfulTotal
Commercial and agricultural:
Commercial and industrial$— $235,900 $13,349 $2,899 $893 $253,041 
Agricultural— 250 — — — 250 
Commercial mortgages:
Construction— 108,488 178 5 — 108,671 
Commercial mortgages— 860,389 23,938 7,825 38 892,190 
Residential mortgages285,459 — — 986 — 286,445 
Consumer loans:
Home equity lines and loans80,942 — — 760 — 81,702 
Indirect consumer loans202,050 — — 540 — 202,590 
Direct consumer loans11,094 — — 13 — 11,107 
Total$579,545 $1,205,027 $37,465 $13,028 $931 $1,835,996 

For residential and consumer loan classes, the Corporation also evaluated credit quality based on the aging status of the loan, which was previously presented, by payment activity. The following table presents the amortized cost basis in residential and consumer loans based on payment activity as of March 31, 2023 (in thousands):
 Consumer Loans
March 31, 2023Residential MortgagesHome Equity Lines and LoansIndirect Consumer LoansOther Direct Consumer Loans
Performing$284,908 $83,672 $210,713 $11,143 
Non-Performing1,036 865 557 3 
 Total$285,944 $84,537 $211,270 $11,146 

Prior to the adoption of ASC 326-Financial Instruments-Credit Losses, the Corporation also evaluated credit quality based on the aging status of the loan, which was previously presented, by payment activity. The following table presents the recorded investment in residential and consumer loans based on payment activity as of December 31, 2022 (in thousands):
 Consumer Loans
December 31, 2022Residential MortgagesHome Equity Lines and LoansIndirect Consumer LoansOther Direct Consumer Loans
Performing$285,459 $80,942 $202,050 $11,094 
Non-Performing986 760 540 13 
 Total$286,445 $81,702 $202,590 $11,107 

27



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).

Individually Analyzed Loans: At the time a loan is considered individually analyzed, it is valued at the lower of cost or fair value. Individually analyzed loans carried at fair value have been partially charged-off or receive specific allocations as part of the allowance for credit 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 analyzed 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 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 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.

28



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, 2023 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
U.S. Treasury notes and bonds$56,328 $56,328 $— $— 
Mortgage-backed securities, residential432,654 — 432,654 — 
Obligations of states and political subdivisions39,414 — 39,414 — 
Corporate bonds and notes20,630 — 11,964 8,666 
SBA loan pools77,029 — 77,029 — 
Total available for sale securities$626,055 $56,328 $561,061 $8,666 
Equity investments, at fair value$2,311 $2,311 $— $— 
Derivative assets22,710 — 22,710 — 
Financial Liabilities:
Derivative liabilities$22,776 $— $22,776 $— 

There were no transfers between Level 1 and Level 2 during the three month period ended March 31, 2023.
Fair Value Measurement at December 31, 2022 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
U.S. Treasury notes and bonds$55,574 $55,574 $— $— 
Mortgage-backed securities, residential435,131 — 435,131 — 
Obligations of states and political subdivisions38,892 — 38,892 — 
Corporate bonds and notes21,970 — 21,970 — 
SBA loan pools81,022 — 81,022 — 
Total available for sale securities$632,589 $55,574 $577,015 $— 
Equity investments, at fair value$2,246 $2,246 $— $— 
Derivative assets27,141 — 27,141 — 
Financial Liabilities:
Derivative liabilities$27,196 $— $27,196 $— 
There were no transfers between Level 1 and Level 2 during the three month period ended March 31, 2022.
29



The Corporation transfers assets and liabilities between levels within the hierarchy when the methodology to obtain the fair value changes such that there are either more or fewer unobservable inputs as of the end of the reporting period. The Corporation transferred its investment in eight corporate sub-debt issuances from Level 2 to Level 3 in the three month period ended March 31, 2023. Illiquidity in new issuances of comparable bonds and the size of issuances led to pricing difficulties, and the transfer to Level 3 within the period. The Corporation utilizes a "beginning of reporting period" timing assumption when recognizing transfers between hierarchy levels, consistent with ASC 820-10-50-2.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using unobservable inputs (Level 3) for the three months ended March 31, 2023 and March 31, 2022.
Corporate Bonds:For the Three Months Ended
Level 3 Financial Assets March 31, 2023March 31, 2022
Balance of recurring Level 3 assets at January 1, 2023$— $— 
Total gains and losses for the period:— — 
Included in other comprehensive income(1,289)— 
Transfer into Level 39,955 — 
Balance of recurring Level 3 assets at March 31, 2023$8,666 $— 

March 31, 2023Fair ValueValuation TechniquesUnobservable InputRange (WA)
Corporate bonds and notes$8,666 Discounted cash flowMarket discount rate
12.00% -12.00% [12.00%]

There were no financial assets considered to be Level 3 fair value by the Corporation at December 31, 2022.

































30



FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and estimated fair values of other financial instruments, at March 31, 2023 and December 31, 2022, are as follows (in thousands):
March 31, 2023
Financial assets:Carrying AmountQuoted 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$25,109 $25,109 $— $— $25,109 
Interest-earning deposits in other financial institutions9,532 9,532 — — 9,532 
Equity investments2,949 2,949 — — 2,949 
Securities available for sale626,055 56,328 561,061 8,666 626,055 
Securities held to maturity1,932 — 953 952 1,905 
FHLBNY and FRBNY stock7,913 — — — N/A
Loans, net and loans held for sale1,853,626 — — 1,790,939 1,790,939 
Accrued interest receivable8,469 229 1,900 6,340 8,469 
Derivative Assets22,710 — 22,710 — 22,710 
Financial liabilities:     
Deposits:     
Demand, savings, and insured money market accounts$1,880,335 $1,880,335 $— $— $1,880,335 
Time deposits452,094 — 450,201 — 450,201 
Accrued interest payable1,500 73 1,427 — 1,500 
Derivative Liabilities22,776 — 22,776 — 22,776 
(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.
 December 31, 2022
Financial assets:Carrying AmountQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Estimated Fair Value (1)
Cash and due from financial institutions$29,309 $29,309 $— $— $29,309 
Interest-earning deposits in other financial institutions26,560 26,560 — — 26,560 
Equity investments2,830 2,830 — — 2,830 
Securities available for sale632,589 55,574 577,015 — 632,589 
Securities held to maturity2,424 — 1,639 2,157 3,796 
FHLBNY and FRBNY stock8,197 — — — N/A
Loans, net and loans held for sale1,809,789 — — 1,757,171 1,757,171 
Accrued interest receivable8,682 132 2,002 6,548 8,682 
Derivative Asset27,141 — 27,141 — 27,141 
Financial liabilities:     
Deposits:     
Demand, savings, and insured money market accounts$1,924,843 $1,924,843 $— $— $1,924,843 
Time deposits402,384 — 403,572 — 403,572 
Accrued interest payable864 64 800 — 864 
Derivative Liabilities27,196 — 27,196 — 27,196 
(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.
31



NOTE 6        LEASES

Operating Leases

The Corporation leases certain branch properties under long-term, operating lease agreements. The leases expire at various dates through 2033 and generally include renewal options. As of March 31, 2023, the weighted average remaining lease term was 8.43 years with a weighted average discount rate of 3.36%. Rent expense was $0.2 million for the three months ended March 31, 2023. Certain leases provide for increases in future minimum annual rent payments as defined in the lease agreements. The Corporation’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Corporation’s lease agreements do not contain any residual value guarantees.

Leased branch properties at March 31, 2023 and December 31, 2022 consist of the following (in thousands):
March 31, 2023December 31, 2022
Operating lease right-of-use asset$6,449 $7,234 
Less: accumulated amortization(199)(785)
Less: lease termination— — 
Add: new lease agreement and modifications— — 
Operating lease right-of-use-assets, net$6,250 $6,449 

The following is a schedule by year of the undiscounted cash flows of the operating lease liabilities, excluding CAM charges, as of March 31, 2023 (in thousands):
YearAmount
2023$747 
2024924 
2025841 
2026845 
2027854 
2028 and thereafter3,169 
Total minimum lease payments7,380 
Less: amount representing interest(953)
Present value of net minimum lease payments$6,427 

As of March 31, 2023, the Corporation had no operating leases that were signed, but had not yet commenced.

Finance Leases

The Corporation leases certain buildings under finance leases. The lease arrangements require monthly payments through 2036. As of March 31, 2023, the weighted average remaining lease term was 9.99 years with a weighted average discount rate of 3.40%. The Corporation has included these leases in premises and equipment as of March 31, 2023 and December 31, 2022 as follows (in thousands):
March 31, 2023December 31, 2022
Buildings$5,572 $5,572 
Less: accumulated depreciation(2,457)(2,540)
Net book value$3,115 $3,032 
32



The following is a schedule by year of future minimum lease payments under the capitalized lease, together with the present value of net minimum lease payments as of March 31, 2023 (in thousands):
YearAmount
2023$293 
2024391 
2025409 
2026425 
2027428 
2028 and thereafter1,988 
Total minimum lease payments3,934 
Less: amount representing interest(676)
Present value of net minimum lease payments$3,258 

As of March 31, 2023, the Corporation had no finance leases that were signed, but had not yet commenced.

Related Party Transactions
The Bank leases its branch located at 1365 New Scotland Road, Slingerlands, New York, under a lease agreement through July, 2024 from a former member of the Corporation's Board of Directors with monthly rent and CAM related expenses totaling $4 thousand per month. This Board member retired from the Corporation's Board of Directors as of June 7, 2022. Rent and CAM paid to this Board member while serving on the Board totaled $13 thousand for the three month period ended March 31, 2022.

The Bank leases its branch located at 2 Rush Street, Schenectady, New York, under a lease agreement through February, 2033 from a member of the Corporation's Board of Directors with monthly rent and CAM related expenses totaling $9 thousand per month. Rent and CAM related expenses paid to this Board member totaled $26 thousand for each of the three month periods ended March 31, 2023 and 2022.

NOTE 7        GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill included in the core banking segment during the three month periods ended March 31, 2023 and 2022 were as follows (in thousands):
 20232022
Beginning of year$21,824 $21,824 
Acquired goodwill— — 
Ending balance March 31,$21,824 $21,824 

The Corporation had no aggregate amortization expense for the three month period ended March 31, 2023, and $11 thousand for the three month period ended March 31, 2022. As of March 31, 2023, there is no remaining estimated aggregate amortization expense.

The amount of goodwill reflected in the Corporation's Unaudited Consolidated Financial statements is required to be tested by management for impairment on at least an annual basis. Goodwill impairment testing is performed annually as of December 31 and no impairment charges were incurred.

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.

33



In conjunction with the Corporation's adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), an allowance for credit losses on unfunded commitments was established as of January 1, 2023, to comply with the accounting standard requirements. As of March 31, 2023, the allowance for credit losses on unfunded commitments was $1.0 million.

The following table lists the contractual amounts of financial instruments with off-balance sheet risk at March 31, 2023 and December 31, 2022 (in thousands):
 March 31, 2023December 31, 2022
 Fixed RateVariable RateFixed RateVariable Rate
Commitments to make loans$40,759 $71,151 $44,481 $75,028 
Unused lines of credit3,085 344,423 2,887 326,188 
Standby letters of credit— 17,425 — 17,211 

On February 4, 2020, the Corporation filed a lawsuit against Pioneer Bank, Albany, New York, in the Supreme Court of the State of New York in the County of Albany. As disclosed in the Corporation’s September 12, 2019 Current Report on Form 8-K, the Bank owns a participating interest totaling $4.2 million in an approximately $36.0 million commercial credit facility on which the borrower defaulted due to fraudulent activity. The Bank’s complaint alleges that Pioneer Bank, as lead bank, breached the participation agreement and engaged in fraud and negligent misrepresentation. The Corporation received a recovery of $0.5 million in April, 2020, and continues to pursue recovery of the remaining $3.7 million and accumulated expenses as a result of purchasing the participation interest.

In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. As of March 31, 2023, we believe that we are not a party to any additional pending legal, arbitration, or regulatory proceedings that could have a material adverse impact on our financial results or liquidity.


NOTE 9        ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following is a summary of the changes in accumulated other comprehensive income (loss) by component, net of tax, for the periods indicated (in thousands):
 Unrealized Gains and Losses on Securities Available for SaleDefined Benefit and Other Benefit PlansTotal
Balance at January 1, 2023$(71,296)$(3,961)$(75,257)
Other comprehensive income before reclassification5,775 — 5,775 
Amounts reclassified from accumulated other comprehensive income— 9 9 
Net current period other comprehensive income5,775 9 5,784 
Balance at March 31, 2023$(65,521)$(3,952)$(69,473)

 Unrealized Gains and Losses on Securities Available for SaleDefined Benefit and Other Benefit PlansTotal
Balance at January 1, 2022$(2,495)$(4,035)$(6,530)
Other comprehensive income before reclassification(31,087)— (31,087)
Amounts reclassified from accumulated other comprehensive income— 12 12 
Net current period other comprehensive income (loss)(31,087)12 (31,075)
Balance at March 31, 2022$(33,582)$(4,023)$(37,605)


34



The following is the reclassification out of accumulated other comprehensive income for the periods indicated (in thousands):
Details about Accumulated Other Comprehensive Income (Loss) ComponentsThree Months Ended 
 March 31,		Affected Line Item
in the Statement Where
Net Income is Presented
 20232022 
Amortization of defined pension plan and other benefit plan items:       
Prior service costs (a)$— $— Other components of net periodic pension and postretirement benefits
Actuarial losses (a)12 14 Other components of net periodic pension and postretirement benefits
Tax effect(3)(2)Income tax expense
Net of tax9 12  
Total reclassification for the period, net of tax$9 $12  
(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 tables present the Corporation's non-interest income by revenue stream and reportable segment for the three months ended March 31, 2023 and 2022 (in thousands). Items outside the scope of ASC 606 are noted as such.

Three Months Ended March 31, 2023
Revenue by Operating Segment: Non-interest incomeCore BankingWMG
Holding Company, CFS, and CRM(b)
Total
Service charges on deposit accounts
         Overdraft fees$714 $— $— $714 
         Other227 — — 227 
Interchange revenue from debit card transactions1,133 — — 1,133 
WMG fee income— 2,580 — 2,580 
CFS fee and commission income— — 241 241 
Net gains (losses) on sales of OREO— — — — 
Net gains on sales of loans(a)
5 — — 5 
Loan servicing fees(a)
36 — — 36 
Changes in fair value of equity investments(a)
78 — (6)72 
Income from bank-owned life insurance(a)
10 — — 10 
Other(a)
448 — (43)405 
Total non-interest income (loss)$2,651 $2,580 $192 $5,423 
(a) Not within scope of ASC 606.
(b) The Holding Company, CFS, and CRM column above includes amounts to eliminate transactions between segments.
35



Three Months Ended March 31, 2022
Revenue by Operating Segment: Non-interest incomeCore BankingWMG
Holding Company, CFS, and CRM(b)
Total
Service charges on deposit accounts
         Overdraft fees$673 $— $— $673 
         Other191 — — 191 
Interchange revenue from debit card transactions1,130 — — 1,130 
WMG fee income— 2,757 — 2,757 
CFS fee and commission income— — 253 253 
Net gains on sales of loans(a)
74 — — 74 
Loan servicing fees(a)
39 — — 39 
Changes in fair value of equity investments(a)
(114)— 1 (113)
Income from bank-owned life insurance(a)
11 — — 11 
Other(a)
689 — (41)648 
Total non-interest income$2,693 $2,757 $213 $5,663 
(a) Not within scope of ASC 606.
(b) 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.

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 transaction processing services provided to the cardholder.

WMG Fee Income (Gross): The Corporation earns wealth management fees from its contracts with customers to manage assets for investment, and/or to conduct transactions 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.

36



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,
 20232022
Qualified Pension Plan
Service cost, benefits earned during the period$— $— 
Interest cost on projected benefit obligation396 282 
Expected return on plan assets(596)(713)
Amortization of unrecognized transition obligation— — 
Amortization of unrecognized prior service cost— — 
Amortization of unrecognized net loss6 — 
Net periodic pension benefit$(194)$(431)
Supplemental Pension Plan  
Service cost, benefits earned during the period$— $— 
Interest cost on projected benefit obligation12 8 
Expected return on plan assets— — 
Amortization of unrecognized prior service cost— — 
Amortization of unrecognized net loss2 5 
Net periodic supplemental pension cost$14 $13 
Postretirement Plan, Medical and Life  
Service cost, benefits earned during the period$— $— 
Interest cost on projected benefit obligation1 1 
Expected return on plan assets— — 
Amortization of unrecognized prior service cost— — 
Amortization of unrecognized net loss5 9 
Net periodic postretirement, medical and life benefit$6 $10 


37



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 2022 Annual Report on Form 10-K, which was filed with the SEC on March 22, 2023. 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 columns below include amounts to eliminate transactions between segments (in thousands).

 Three months ended March 31, 2023
 Core BankingWMGHolding Company, CFS, and CRMConsolidated Totals
Interest and dividend income$26,203 $— $27 $26,230 
Interest expense6,283 — — 6,283 
Net interest income19,920 — 27 19,947 
Provision for credit losses277 — — 277 
Net interest income after provision for credit losses19,643 — 27 19,670 
Other non-interest income2,651 2,580 192 5,423 
Other non-interest expenses13,696 1,798 342 15,836 
Income (loss) before income tax expense (benefit)8,598 782 (123)9,257 
Income tax expense (benefit)1,831 177 (21)1,987 
Segment net income (loss)$6,767 $605 $(102)$7,270 
Segment assets$2,644,158 $8,311 $1,714 $2,654,183 

 Three months ended March 31, 2022
 Core BankingWMGHolding Company, CFS, and CRMConsolidated Totals
Interest and dividend income$17,451 $— $7 $17,458 
Interest expense781 — — 781 
Net interest income16,670 — 7 16,677 
Provision for credit losses(1,145)— — (1,145)
Net interest income after provision for credit losses17,815 — 7 17,822 
Other non-interest income2,693 2,757 213 5,663 
Other non-interest expenses12,531 1,815 322 14,668 
Income (loss) before income tax expense (benefit)7,977 942 (102)8,817 
Income tax expense (benefit)1,766 209 (25)1,950 
Segment net income (loss)$6,211 $733 $(77)$6,867 
Segment assets$2,463,194 $8,620 $3,081 $2,474,895 


38



NOTE 13    STOCK COMPENSATION

Pursuant to the Corporation's 2021 Equity Incentive Plan (the "2021 Plan") the Corporation may make discretionary grants of restricted shares of the Corporation’s common stock to or for the benefit of employees selected to participate in the 2021 Plan, the chief executive officer and members of the Board of Directors. Awards are based on the performance, responsibility and contributions of the individual and are targeted at an average of the peer group. The maximum number of shares of the Corporation’s common stock that may be awarded as restricted shares related to the 2021 Plan may not exceed 170,000, upon which time a new plan may be created. Compensation expense for shares granted will be recognized over the vesting period of the award based upon the average closing price of the Corporation's stock for each of the prior 30 trading days ending on the grant date.

During the three months ended March 31, 2023 and 2022, 13,069 and 12,560 shares, respectively, were re-issued from treasury to fund stock compensation. The expense related to the grants made in the first quarter of 2023 is recognized over a one year vesting period. Total expense related to the 2021 Plan of $0.4 million and $0.3 million was recognized during each of the three month periods ended March 31, 2023 and 2022, respectively.


A summary of restricted stock activity for the three months ended March 31, 2023 is presented below:
 SharesWeighted–Average Grant Date Fair Value
Nonvested at January 1, 202355,402 $44.57
Granted13,069 $45.89
Vested(14,143)$45.38
Forfeited or cancelled— $—
Nonvested at March 31, 202354,328 $43.77


As of March 31, 2023, there was $1.9 million of total unrecognized compensation cost related to nonvested shares granted under the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 3.79 years. The total fair value of shares vested was $0.6 million and $0.1 million for the three month periods ended March 31, 2023 and 2022, respectively. Due to the adoption of the 2021 Plan, certain grants were transitioned to a one-year vesting period.


39



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 Quarterly Report on Form 10-Q for the three months ended March 31, 2023 and 2022. Reference should be made to the accompanying unaudited consolidated financial statements and footnotes, and the Corporation’s 2022 Annual Report on Form 10-K, which was filed with the SEC on March 22, 2023, for an understanding of the following discussion and analysis. See the list of commonly used abbreviations and terms on pages 3–6.

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, in Part I, Item 1A, Risk Factors and on pages 20–31 of the Corporation’s 2022 Form 10-K. For a discussion of the use of non-GAAP financial measures, see pages 63-66 of the Corporation's 2022 Form 10-K, and pages 63-66 in this Form 10-Q.

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 guarantee 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, inflation, cyber security risks, difficulties in managing the Corporation’s growth, recent bank failures, changes in FDIC assessments, competition, changes in law or the regulatory environment, and changes in general business and economic trends.

Information concerning these and other factors, including Risk 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 2022 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.

40



Critical Accounting Estimates
Critical accounting estimates 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. Significant accounting policies followed by the Corporation are presented in Note 1–Summary of Significant Accounting Policies, to the Audited Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2022, and in Note 1-"Summary of Significant Accounting Policies" of this Form 10-Q.

Allowance for Credit Losses
The allowance for credit losses (ACL) is management’s estimate of expected lifetime credit losses on financial instruments identified as possessing potential credit risk. The ACL on loans is established through a provision for credit losses recognized in the Corporation’s Consolidated Statements of Income. Additionally, the ACL on loans is reduced by charge-offs and increased by recoveries of amounts previously charged-off. The level of the ACL on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions, and expectations of the future based on reasonable and supportable forecasts.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further required increases in the ACL; conversely, improving conditions or assumptions could lead to further reductions in the ACL. In estimating the ACL, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial real estate and commercial and industrial portfolios, and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in judgments could have.

At March 31, 2023 the allowance for credit losses totaled $20.1 million, compared to an allowance for loan losses of $19.7 million at December 31, 2022. A significant portion of the ACL is allocated to the commercial portfolio (both CRE and C&I). As of March 31, 2023 and December 31, 2022, the ACL (ALLL for December 31, 2022), allocated to the total commercial portfolio was $15.0 million for each period, or 74.9%, and 76.0%, respectively.

The range of impact was an ACL allocated to the total commercial loan portfolio between $11.9 million and $19.7 million at March 31, 2023. The sensitivity and related range of impact is a hypothetical analysis based on a diverse set of potential scenarios, and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at March 31, 2023 in the estimation of the ACL on loans recognized on the Consolidated Balance Sheets. Estimates nearing the higher end of the impact range imply adverse conditions where the underlying assumptions regarding anticipated default are significantly decoupled from changes in the economic indicators underlying the quantitative portion of the model. These conditions could arise from a variety of occurrences, including but not limited to bubbles in specific asset classes, changes in economic conditions that are highly localized or region specific, significant legislative or regulatory action, and systemic changes to the organization.
41



Consolidated Financial Highlights
 As of or for the Three Months Ended
Mar. 31Dec. 31Sept. 30,June 30,Mar. 31
(in thousands, except per share data)20232022202220222022
RESULTS OF OPERATIONS
Interest income$26,230 $18,538 $20,999 $18,538 $17,458 
Interest expense6,283 897 2,009 897 781 
Net interest income19,947 17,641 18,990 17,641 16,677 
Provision for credit losses277 (1,744)1,255 (1,744)(1,145)
Net interest income after provision for credit losses19,670 19,385 17,735 19,385 17,822 
Non-interest income5,423 5,319 5,036 5,319 5,663 
Non-interest expense15,836 14,342 14,577 14,342 14,668 
Income before income tax expense9,257 10,362 8,194 10,362 8,817 
Income tax expense1,987 2,338 1,741 2,338 1,950 
Net income$7,270 $8,024 $6,453 $8,024 $6,867 
Basic and diluted earnings per share$1.54 $1.58 $1.37 $1.72 $1.46 
Average basic and diluted shares outstanding4,721 4,698 4,692 4,690 4,689 
PERFORMANCE RATIOS - Annualized
Return on average assets1.12 %1.15 %1.02 %1.32 %1.14 %
Return on average equity16.97 %18.36 %14.17 %18.06 %13.68 %
Return on average tangible equity (a)19.40 %21.25 %16.12 %20.58 %15.32 %
Efficiency ratio (unadjusted) (a) (f)62.42 %59.69 %60.67 %62.47 %65.66 %
Efficiency ratio (adjusted) (a) (b)62.18 %59.44 %60.40 %62.17 %65.32 %
Non-interest expense to average assets2.44 %2.42 %2.30 %2.35 %2.43 %
Loans to deposits80.33 %78.61 %74.71 %74.11 %69.64 %
 
YIELDS / RATES - Fully Taxable Equivalent
Yield on loans4.90 %4.57 %4.19 %3.90 %3.84 %
Yield on investments2.18 %2.09 %1.72 %1.60 %1.47 %
Yield on interest-earning assets4.12 %3.82 %3.41 %3.12 %3.00 %
Cost of interest-bearing deposits1.34 %0.93 %0.47 %0.21 %0.20 %
Cost of borrowings4.91 %4.30 %2.56 %1.70 %3.77 %
Cost of interest-bearing liabilities1.49 %0.88 %0.51 %0.24 %0.21 %
Interest rate spread2.63 %2.94 %2.90 %2.88 %2.79 %
Net interest margin, fully taxable equivalent (a)3.14 %3.26 %3.08 %2.97 %2.87 %
CAPITAL
Total equity to total assets at end of period6.68 %6.29 %6.10 %7.13 %7.50 %
Tangible equity to tangible assets at end of period (a)5.91 %5.51 %5.29 %6.30 %6.67 %
Book value per share$37.53 $35.32 $33.14 $37.24 $39.56 
Tangible book value per share (a)32.91 30.69 28.49 32.59 34.91 
Period-end market value per share41.50 45.87 41.87 47.00 46.69 
Dividends declared per share0.31 0.31 0.31 0.31 0.31 
AVERAGE BALANCES
Loans and loans held for sale (c)$1,849,310 $1,787,103 $1,675,859 $1,587,777 $1,532,445 
Earning assets2,592,709 2,550,834 2,457,218 2,395,704 2,371,275 
Total assets2,627,088 2,574,639 2,511,301 2,446,763 2,451,944 
Deposits2,337,476 2,347,719 2,257,394 2,203,231 2,211,442 
Total equity173,786 160,740 180,644 178,207 203,613 
Tangible equity (a)151,962 138,916 158,820 156,382 181,778 
42



As of or for the Three Months Ended
Mar. 31Dec. 31Sept. 30,June 30,Mar. 31
20232022202220222022
ASSET QUALITY
Net charge-offs$269 $52 $109 $699 $(48)
Non-performing loans (d)7,731 8,178 8,310 7,374 7,703 
Non-performing assets (e)7,927 8,373 8,503 7,665 7,956 
Allowance for credit losses (g)20,075 19,659 18,631 17,485 19,928 
Annualized net charge-offs to average loans0.06 %0.01 %0.03 %0.18 %(0.01)%
Non-performing loans to total loans0.41 %0.45 %0.48 %0.46 %0.49 %
Non-performing assets to total assets0.30 %0.32 %0.33 %0.31 %0.32 %
Allowance for credit losses to total loans1.07 %1.07 %1.07 %1.08 %1.27 %
Allowance for credit losses to non-performing loans259.66 %240.39 %224.21 %237.12 %258.72 %
(a) See the GAAP to Non-GAAP reconciliations.
(b) Efficiency ratio (adjusted) is non-interest expense less amortization of intangible assets less legal reserve divided by the total of fully taxable equivalent net interest income plus non-interest income less changes in fair value of equity investments less net gains on securities transactions.
(c) Loans and loans held for sale do not reflect the allowance for credit losses.
(d) Non-performing loans include non-accrual loans only.
(e) Non-performing assets include non-performing loans plus other real estate owned.
(f) Efficiency ratio (unadjusted) is non-interest expense divided by the total of net interest income plus non-interest income.
(g) Corporation adopted CECL as of January 1, 2023.



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 63-66 for further explanation and reconciliation of the Corporation’s use of non-GAAP measures.
43



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, 2023 and 2022. For a discussion of the Critical Accounting Estimates and Risks and Uncertainties that affect the Consolidated Results of Operations, see page 41 of this Form 10-Q and page 37 of the Corporation’s 2022 Form 10-K.

Net Income

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,
 20232022Change% Change
Net interest income$19,947 $16,677 $3,270 19.6 %
Non-interest income5,423 5,663 (240)(4.2)%
Non-interest expense15,836 14,668 1,168 8.0 %
Pre-provision income9,534 7,672 1,862 24.3 %
Provision (credit) for credit losses (1)
277 (1,145)1,422 124.2 %
Income tax expense1,987 1,950 37 1.9 %
Net income$7,270 $6,867 $403 5.9 %
Basic and diluted earnings per share$1.54 $1.46 $0.08 5.5 %
(1) Commencing January 1, 2023, the allowance calculation is based upon the Current Expected Credit loss methodology.
Prior to January 1, 2023, the allowance calculation was based upon the incurred loss methodology.

 Three Months Ended 
March 31,
Selected financial ratios:20232022
Return on average assets1.12 %1.14 %
Return on average equity16.97 %13.68 %
Net interest margin, fully taxable equivalent (a)3.14 %2.87 %
Efficiency ratio (adjusted) (a) (b)62.18 %65.32 %
Non-interest expenses to average assets2.44 %2.43 %
(a) See the GAAP to Non-GAAP reconciliations.
(b) Efficiency ratio (adjusted) is non-interest expense less amortization of intangible assets divided by the total of fully taxable equivalent net interest income plus non-interest income less changes in fair value of equity investments less net gains on securities transactions.

Net income for the first quarter of 2023 was $7.3 million, or $1.54 per share, compared to $6.9 million, or $1.46 per share, for the same period in the prior year. Return on average equity for the current quarter was 16.97%, compared to 13.68% for the same period in the prior year. The increase in net income was due primarily to an increase in net interest income, partially offset by increases in the provision for credit losses, non-interest expense, and income tax expense, and a decrease in non-interest income.

44



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,
 20232022ChangePercentage Change
Interest and dividend income$26,230 $17,458 $8,772 50.2 %
Interest expense6,283 781 5,502 704.5 %
Net interest income$19,947 $16,677 $3,270 19.6 %

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.

Net interest income for the first quarter ended March 31, 2023 increased $3.3 million, or 19.6%, to $19.9 million compared to the same period in the prior year, due primarily to increases of $7.8 million in interest income on loans, including fees, and $0.9 million in interest and dividend income on taxable securities, offset by increases of $4.6 million in interest expense on deposits and $0.9 million in interest expense on borrowed funds.

The increase in interest income on loans, including fees was due primarily to a 106 basis points increase in the average yield on loans, reflecting increases across all loan categories due to an increase in interest rates, when compared to the same period in the prior year, and a $316.9 million increase in average loan balances, also representing increases across all loan categories, when compared to the same period in the prior year. Loan income for the first quarter of 2023 also included $0.2 million of prepayment penalty income. The increase in interest and dividend income on taxable securities when compared to the same period in the prior year, was due primarily to a 65 basis points increase in the average yield on securities due to an increase in average interest rates. Interest income on interest-earning deposits increased primarily due to an increase of 501 basis points in the average yield on interest-earning deposits in the first quarter of 2023 when compared to the same period in the prior year, as a result of the increases in the Federal Funds rate.

The increase in interest expense on deposits was due primarily to a 114 basis points increase in average rates paid on interest-bearing deposits, which included brokered deposits, and a deposit campaign in the first quarter of 2023, when compared to the same period in the prior year. The increase in interest expense on borrowed funds was due primarily to a $69.2 million increase in the average balances of overnight FHLBNY borrowings in the current quarter, and a 459 basis points increase in the average rate on overnight borrowing, when compared to the same period in the prior year.

Fully taxable equivalent net interest margin was 3.14% in the first quarter of 2023, compared to 2.87% for the same period in the prior year. Average interest-earning assets increased $221.4 million for the three months ended March 31, 2023 compared to the same period in the prior year. The average yield on interest-earning assets increased 112 basis points, and the average cost of interest-bearing liabilities increased 128 basis points in the first quarter of 2023, compared to the same period in the prior year.

45



Average Consolidated Balance Sheets 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, 2023 and 2022. 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. Loan fee income of $6 thousand and $1.0 million for the three month periods ended March 31, 2023, and 2022, respectively, related to the Paycheck Protection Program.
AVERAGE CONSOLIDATED BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
Three Months Ended 
 March 31, 2023		Three Months Ended 
 March 31, 2022
(in thousands)Average BalanceInterest
Yield/Rate (3)
Average BalanceInterest
Yield/Rate (3)
Interest-earning assets:
Commercial loans$1,261,054 $16,584 5.33 %$1,072,408 $10,547 3.99 %
Mortgage loans285,588 2,472 3.51 %262,053 2,153 3.33 %
Consumer loans302,668 3,285 4.40 %197,984 1,816 3.72 %
Taxable securities695,079 3,585 2.09 %758,507 2,689 1.44 %
Tax-exempt securities40,769 305 3.03 %42,435 333 3.18 %
Interest-earning deposits7,551 97 5.21 %37,888 19 0.20 %
Total interest-earning assets2,592,709 26,328 4.12 %2,371,275 17,557 3.00 %
Non-earning assets:      
Cash and due from banks25,084 24,744   
Other assets29,393 77,153   
Allowance for credit losses (4)
(20,098)(21,228)  
Total assets$2,627,088   $2,451,944   
Interest-bearing liabilities:      
Interest-bearing demand deposits$291,090 $274 0.38 %$293,429 $55 0.08 %
Savings and insured money market deposits906,947 1,648 0.74 %955,296 212 0.09 %
Time deposits322,710 2,092 2.63 %241,501 481 0.81 %
Brokered deposits113,074 1,374 4.93 %— — — %
FHLBNY overnight advances70,699 866 4.97 %1,491 1 0.38 %
Long-term capital leases3,281 29 3.58 %3,550 32 3.66 %
Total interest-bearing liabilities1,707,801 6,283 1.49 %1,495,267 781 0.21 %
Non-interest-bearing liabilities:      
Demand deposits703,655 721,216   
Other liabilities41,846 31,848   
Total liabilities2,453,302   2,248,331   
Shareholders' equity173,786 203,613   
Total liabilities and shareholders’ equity$2,627,088   $2,451,944   
Fully taxable equivalent net interest income 20,045   16,776  
Net interest rate spread (1)
  2.63 %  2.79 %
Net interest margin, fully taxable equivalent (2)
  3.14 %  2.87 %
Taxable equivalent adjustment (98)(99) 
Net interest income $19,947   $16,677  
(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.
(3) Annualized.
(4) Corporation adopted CECL as of January 1, 2023.
46



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, 2023 and 2022. 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 purpose 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, 2023 vs. 2022
 Increase/(Decrease)
 Total ChangeDue to VolumeDue to Rate
(in thousands)
Interest and dividend income on:
Commercial loans$6,037 $2,076 $3,961 
Mortgage loans319 199 120 
Consumer loans1,469 1,092 377 
Taxable investment securities896 (240)1,136 
Tax-exempt investment securities(28)(13)(15)
Interest-earning deposits78 (27)105 
Total interest and dividend income, fully taxable equivalent8,771 3,087 5,684 
Interest expense on:   
Interest-bearing demand deposits219 — 219 
Savings and insured money market deposits1,436 (11)1,447 
Time deposits1,610 210 1,400 
Brokered deposits1,374 1,374 — 
FHLBNY overnight advances865 686 179 
Long-term capital leases(4)(2)(2)
Total interest expense5,500 2,257 3,243 
Net interest income, fully taxable equivalent$3,271 $830 $2,441 


47



Provision for credit losses

Management has established and maintains a methodology for determining and adjusting its allowance for credit losses in conformity with the recently adopted accounting standard, commonly referred to as the “CECL methodology.” The allowance is based on a combination of quantitative and qualitative analysis and changes in the required allowance are provisioned through income. The quantitative portion of the model is significantly influenced by changes in projected economic conditions, as well as changes in the composition of the numerous loan portfolio segments. Quantitative adjustments reflect the degree to which expected future outcomes are expected to differ from those projected by the quantitative model.

Upon adoption of ASU 2016-13, the Corporation’s provision for credit losses now includes components for on-balance sheet exposures and off-balance sheet exposures. As of January 1, 2023 the Corporation recognized a $1.5 million one-time implementation adjustment, of which $1.1 million reflected the addition of an allowance for credit losses on off-balance sheet exposure related to unfunded commitments.

For the quarter ended March 31, 2023, the provision for credit losses was $0.3 million due to additional qualitative provision as a result of increased loan volume, offset by a decrease in the quantitative reserve requirement as a result of more favorable economic projections, notably a decrease in the Federal Open Market Committee (FOMC) forecasted U.S. unemployment rate. For the quarter ended March 31, 2022, the provision for loan losses was a credit of $1.1 million, primarily due to the $1.2 million release of the pandemic-related portion of the allowance, offset by additional provision related to increased loan volume.


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,
 20232022ChangePercentage Change
WMG fee income$2,580 $2,757 $(177)(6.4)%
Service charges on deposit accounts941 864 77 8.9 %
Interchange revenue from debit card transactions1,133 1,130 3 0.3 %
Changes in fair value of equity investments72 (113)185 163.7 %
Net gains on sales of loans held for sale5 74 (69)(93.2)%
Income from bank owned life insurance10 11 (1)(9.1)%
CFS fee and commission income241 253 (12)(4.7)%
Other441 687 (246)(35.8)%
Total non-interest income$5,423 $5,663 $(240)(4.2)%


Total non-interest income for the first quarter of 2023 decreased $0.2 million compared to the same period in the prior year primarily due to decreases in other non-interest income, and WMG fee income, offset by an increase in changes in fair value of equity investments.

Change in Other Non-Interest Income
The decrease in other non-interest income was primarily due to decreases in interest rate swap fees, CFS other fee income and Mastercard volume bonus, when compared to the same period in the prior year.

Change in WMG Fee Income
The decrease in WMG fee income was primarily due to a decline in the market value of the total assets under management or administration when compared to the same period in the prior year.

Changes in Fair value of Equity Investments
The increase in changes in fair value of equity investments was primarily due to an increase in the market value of assets held related to the Corporation's deferred compensation plan, when compared to the same period in the prior year.

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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,
 20232022ChangePercentage Change
Compensation expense:
Salaries and wages$6,783 $6,223 $560 9.0 %
Pension and other employee benefits1,680 1,718 (38)(2.2)%
Other components of net periodic pension and postretirement benefits(174)(408)234 (57.4)%
Total compensation expense8,289 7,533 756 10.0 %
Non-compensation expense:    
Net occupancy1,465 1,427 38 2.7 %
Furniture and equipment 418 437 (19)(4.3)%
Data processing 2,381 2,187 194 8.9 %
Professional services440 521 (81)(15.5)%
Amortization of intangible assets— 11 (11)(100.0)%
Marketing and advertising 332 276 56 20.3 %
Other real estate owned expenses38 (37)75 202.7 %
FDIC insurance497 314 183 58.3 %
Loan expenses232 215 17 7.9 %
Other1,744 1,784 (40)(2.2)%
Total non-compensation expense7,547 7,135 412 5.8 %
Total non-interest expense$15,836 $14,668 $1,168 8.0 %

Total non-interest expense for the first quarter of 2023 increased $1.2 million compared to the same period in the prior year. The increase was due to increases in total compensation expense and total non-compensation expense. For the three months ended March 31, 2023, and 2022, non-interest expense to average assets was 2.44%.

Compensation expense
The increase in compensation expense, compared to the same period in the prior year, can be primarily attributed to increases in salaries and wages, and other components of net periodic pension and postretirement benefits. The increase in salaries and wages can be primarily attributed to base salary increases, an increase in the market value of the assets held related to the Corporation's deferred compensation plan, and an increase in restricted stock expense. The increase in other components of net periodic pension and postretirement benefits can be primarily attributed to revised actuarial adjustments to the Corporation's pension plans.

Non-compensation expense
The increase in non-compensation expense, compared to the same period in the prior year, can be primarily attributed to increases in data processing expenses and FDIC insurance. Data processing expenses increased primarily due to the timing of invoices, expenditures related to additional cyber security-related software, and an increase in debit card dispute processing, when compared to the same period in the prior year. The increase in FDIC insurance can be primarily attributed to an increase in the assessment rate effective January 1, 2023.


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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,
 20232022ChangePercentage Change
Income before income tax expense$9,257 $8,817 $440 5.0 %
Income tax expense1,987 1,950 37 1.9 %
Effective tax rate21.5 %22.1 %

Income tax expense was $2.0 million for the current quarter and the same period in the prior year. The effective income tax rate decreased from 22.1% for the first quarter of 2022 to 21.5% for the first quarter of 2023.


Financial Condition

The following table presents selected financial information at the dates indicated, and the dollar and percent change (in thousands):
 March 31, 2023December 31, 2022ChangePercentage Change
ASSETS
Total cash and cash equivalents$34,641 $55,869 $(21,228)(38.0)%
Total investment securities, FHLB, and FRB stock638,849 646,040 (7,191)(1.1)%
Loans, net of deferred loan fees1,873,701 1,829,448 44,253 2.4 %
Allowance for credit losses(20,075)(19,659)(416)2.1 %
Loans, net1,853,626 1,809,789 43,837 2.4 %
Goodwill and other intangible assets, net21,824 21,824 — — %
Other assets105,243 112,031 (6,788)(6.1)%
Total assets$2,654,183 $2,645,553 $8,630 0.3 %
LIABILITIES AND SHAREHOLDERS' EQUITY    
Total deposits$2,332,429 $2,327,227 $5,202 0.2 %
Advances and other debt93,328 99,137 (5,809)(5.9)%
Other liabilities51,085 52,801 (1,716)(3.2)%
Total liabilities2,476,842 2,479,165 (2,323)(0.1)%
Total shareholders’ equity177,341 166,388 10,953 6.6 %
Total liabilities and shareholders’ equity$2,654,183 $2,645,553 $8,630 0.3 %










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Cash and Cash Equivalents
The decrease in cash and cash equivalents can be attributed to changes in securities, loans, deposits and borrowings.

Investment securities
The decrease in investment securities can be mostly attributed to $16.4 million in paydowns, offset by an increase in the fair value of the portfolio of $7.9 million.

Loans, net
The increase in loans, net of deferred loan fees, can be primarily attributed to increases of $39.4 million in commercial mortgages, $12.4 million in consumer loans, and $0.3 million in residential mortgages, offset by a decrease of $7.8 million in commercial and industrial loans.

Allowance for Credit Losses
The increase in the allowance for credit losses can be primarily attributed to the $0.4 million adjustments made upon the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), and additional provisioning related to increased loan volume. The increases were offset by decreased allowance requirements forecasted by the model due to more favorable economic projections, notably a decrease in the FOMC's forecasted U.S. unemployment rate. As of January 1, 2023, the Corporation recognized a $1.5 million one-time implementation adjustment, of which $1.1 million reflected the addition of an allowance for credit losses on unfunded commitments, which is included in other liabilities on the consolidated balance sheet.

Other Assets
The decrease in other assets can be primarily attributed to a decrease of $4.4 million in interest rate swap assets.

Deposits
The increase in deposits can be attributed to increases of $53.3 million in brokered deposits, and $15.6 million in interest-bearing demand deposit accounts, offset by decreases of $42.7 million in non-interest bearing demand deposits, $9.8 million in insured money market accounts, $7.6 million in savings deposits and $3.6 million in time deposits.

Advances and Other Debt
The decrease in advances and other debt can be primarily attributed to a decrease in overnight FHLBNY borrowing.

Other liabilities
The decrease in other liabilities can be primarily attributed to a decrease of $4.4 million in interest rate swap liabilities.

Shareholders’ equity
Shareholders’ equity was $177.3 million at March 31, 2023 compared to $166.4 million at December 31, 2022. The increase can be primarily attributed to a decrease in accumulated other comprehensive loss of $5.8 million and an increase of $4.7 million in retained earnings. The decrease in accumulated other comprehensive loss can be primarily attributed to an increase in the fair market value of the securities portfolio. The increase in retained earnings can be primarily attributed to net income of $7.3 million, offset by $1.5 million in dividends declared, and a $1.5 million one-time adjustment due to the implementation of CECL, during the three months ended March 31, 2023.

Assets under management or administration
The market value of total assets under management or administration in WMG was $2.142 billion at March 31, 2023, including $393.8 million of assets held under management or administration for the Corporation, compared to $2.053 billion at December 31, 2022, including $346.5 million of assets held under management or administration for the Corporation, an increase of $89.0 million, or 4.34%, due to an increase in assets under management, mostly attributable to new business relationships.

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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 "Baa". 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. Marketable securities are classified as Available for Sale, while investments in local municipal obligations are generally classified as Held to Maturity. 
The available for sale segment of the securities portfolio totaled $626.1 million at March 31, 2023, a decrease of $6.5 million, or 1.0%, from $632.6 million at December 31, 2022. The decrease can be mostly attributed to $15.9 million in paydowns, offset by an increase in the fair value of the portfolio of $7.8 million. 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 $1.9 million at March 31, 2023 and $2.4 million at December 31, 2022.
Non-marketable equity securities at March 31, 2023 and December 31, 2022 include shares of FRBNY stock and FHLBNY stock, carried at their cost of $1.8 million and $6.1 million, respectively. The fair value of these securities is assumed to approximate their cost. The investment in these stocks is regulated by regulatory policies of the respective institutions.


Loans

The Corporation has reporting systems to monitor: (i) loan origination and concentrations, (ii) delinquent loans, (iii) non-performing assets, including non-performing loans, modifications to borrowers experiencing financial difficulty, 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, 2022 to March 31, 2023 ($ in thousands):
LOAN COMPOSITION
 March 31, 2023% of Total LoansDecember 31, 2022% of Total LoansDollar ChangePercentage Change
Commercial and agricultural:
    Commercial and industrial$244,174 13.0 %$252,044 13.8 %$(7,870)(3.1)%
    Agricultural333 — %249 — %84 33.7 %
Commercial mortgages:
    Construction118,660 6.3 %108,243 5.9 %10,417 9.6 %
    Commercial mortgages917,637 49.0 %888,670 48.7 %28,967 3.3 %
Residential mortgages285,944 15.3 %285,672 15.6 %272 0.1 %
Consumer loans:
    Home equity lines and loans84,537 4.5 %81,401 4.4 %3,136 3.9 %
    Indirect consumer loans211,270 11.3 %202,124 11.0 %9,146 4.5 %
    Direct consumer loans11,146 0.6 %11,045 0.6 %101 0.9 %
Total$1,873,701 100.0 %$1,829,448 100.0 %$44,253 2.4 %

Portfolio loans totaled $1.874 billion at March 31, 2023, an increase of $44.3 million, or 2.4%, from $1.829 billion at December 31, 2022. The increase in loans can be attributed to increases of $39.4 million in commercial mortgage loans, $9.1 million in indirect consumer loans, $3.2 million in other consumer loans, and $0.3 million in residential mortgages, offset by a decrease of $7.8 million in commercial and industrial loans.

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Residential mortgage loans totaled $285.9 million at March 31, 2023, an increase of $0.3 million, or 0.1%, from December 31, 2022. During the three months ended March 31, 2023, $6.9 million of residential mortgages were originated, of which $0.2 million were sold in the secondary market to Freddie Mac. Indirect consumer loans totaled $211.3 million at March 31, 2023, an increase of $9.1 million, or 4.5%, from December 31, 2022, as increased demand continues for automobiles. The Corporation anticipates that future growth in portfolio loans will continue to be concentrated in commercial mortgages and commercial and industrial loans, particularly within the Corporation's Western New York market.


The table below presents the Corporation’s outstanding loan balance by bank division (in thousands):
LOANS BY DIVISION
 March 31, 2023December 31, 2022December 31, 2021December 31, 2020December 31, 2019
Chemung Canal Trust Company*^$755,683 $731,344 $639,144 $658,468 $576,399 
Capital Bank Division1,118,018 1,098,104 879,105 877,995 732,820 
Total loans$1,873,701 $1,829,448 $1,518,249 $1,536,463 $1,309,219 
* All loans, excluding those originated by the Capital Bank division.
^ Includes $80.6 million and $79.8 million as of March 31, 2023 and December 31, 2022, respectively, in the Western New York market.

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, 2023 and December 31, 2022, commercial loans to borrowers involved in the real estate, and real estate rental and lending businesses were 49.4% and 48.3% 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, 2023 and December 31, 2022.

The table below shows the maturity of loans outstanding as of March 31, 2023. Also provided are the amounts due after one year, classified according to fixed interest rates and variable interest rates (in thousands):
Within One YearAfter One But Within Five YearsAfter Five But Within 15 YearsAfter 15 YearsTotal
Commercial and agricultural:
Commercial and industrial$62,684 $108,120 $69,568 $3,802 $244,174 
Agricultural98 49 186 — 333 
Commercial mortgages:
Construction8,241 54,540 55,089 790 118,660 
Commercial mortgages31,715 203,181 647,798 34,943 917,637 
Residential mortgages6,653 9,492 125,458 144,341 285,944 
Consumer loans:
Home equity lines and loans293 5,161 56,198 22,885 84,537 
Indirect consumer loans1,775 86,599 122,896 — 211,270 
Direct consumer loans469 4,467 4,210 2,000 11,146 
Total$111,928 $471,609 $1,081,403 $208,761 $1,873,701 
Loans maturing with:After One But Within Five YearsAfter Five But Within 15 YearsAfter 15 YearsTotal
Fixed interest rates$280,644 $520,944 $104,081 $905,669 
Variable interest rates190,965 560,459 104,680 856,104 
Total$471,609 $1,081,403 $208,761 $1,761,773 
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Non-Performing Assets
Non-performing assets consist of non-accrual loans and other real estate owned that has been acquired in partial or full satisfaction of loan obligations or upon foreclosure. Effective January 1, 2023, the Corporation adopted ASU 2022-02, which eliminated troubled debt restructuring accounting guidance. The Corporation monitors loan modifications made to borrowers deemed to be experiencing financial difficulty. As of March 31, 2023, there was one loan being monitored under ASU 2022-02 guidance, which was accruing.
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 ($ in thousands):
NON-PERFORMING ASSETS
 March 31, 2023December 31, 2022
Non-accrual loans$7,731 $4,143 
Non-accrual troubled debt restructurings— 4,035 
Total non-performing loans7,731 8,178 
Other real estate owned196 195 
Total non-performing assets$7,927 $8,373 
Ratio of non-performing loans to total loans0.41 %0.45 %
Ratio of non-performing assets to total assets0.30 %0.32 %
Ratio of allowance for credit losses to non-performing loans259.66 %240.39 %
Accruing loans past due 90 days or more (1)
$6 $1 
Accruing troubled debt restructurings (1)
$— $1,405 
(1) Not included in non-performing assets above.


Non-Performing Loans
Non-performing loans totaled $7.7 million, or 0.41% of total loans at March 31, 2023, compared to $8.2 million, or 0.45% of total loans at December 31, 2022. Non-performing assets, which are comprised of non-performing loans and other real estate owned, was $7.9 million, or 0.30% of total assets, at March 31, 2023, compared to $8.4 million, or 0.32% of total assets, at December 31, 2022. The decrease in non-performing loans can mostly be attributed to the partial charge-off of a commercial and industrial loan, and a significant paydown on a commercial real estate property in the three month period ended March 31, 2023. The decrease in non-performing assets can be attributed to the decrease in non-performing loans.

Accruing Loans Past due 90 Days or More
There was an amortized basis in accruing loans past due 90 days of $6 thousand at March 31, 2023, compared to $1 thousand at December 31, 2022.

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Loan Modifications to Borrowers Experiencing Financial Difficulty
The Corporation works closely with borrowers that have financial difficulties to identify viable solutions that minimize the potential for loss. Previously, the Corporation applied troubled debt restructuring (TDR) accounting guidance for loan modifications made to borrowers experiencing financial difficulty, where a concession was made by the Corporation. Effective January 1, 2023, the Corporation adopted ASU 2022-02, which supersedes TDR guidance. The Corporation monitors modifications made to borrowers experiencing financial difficulty in which the contractual cash flows were directly impacted. Modifications that are included under this guidance include principal reductions, reductions in the effective interest rate, term extensions, or a combination thereof. ASU 2022-02 was implemented on a prospective basis, and as of March 31, 2023, the Corporation had one loan that was modified under the new accounting guidance, a term extension on a commercial mortgage. As of March 31, 2023, this loan was considered to be performing.

Individually Analyzed Loans
A loan is classified for individually analyzed when based on current information and events, management has determined that it no longer exhibits risk characteristics consistent with its corresponding pool. This differs from the definition of loans considered to be impaired at December 31, 2022. The amortized cost basis of individually analyzed loans at March 31, 2023 totaled $6.8 million, compared to impaired loans of $7.3 million at December 31, 2022. Included in the amortized cost basis of individually analyzed loans at March 31, 2023, were loans totaling $1.1 million for which impairment allowances of $1.1 million have been specifically allocated to the allowance for credit losses. As of December 31, 2022, the impaired loan total included $1.3 million of loans for which specific impairment allowances of $1.1 million were allocated to the allowance for loan losses.
The majority of the Corporation's individually analyzed 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 require individual analysis. 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. Individually analyzed 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 remained stable. 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 Credit Losses
The allowance for credit losses is an amount that management believes will be adequate to absorb the estimated lifetime credit losses inherent in the assets exhibiting credit risk as of the measurement date. The allowance is in conformity with the requirements established by ASC 326-Financial Instruments-Credit Losses. The new ACL guidance was adopted effective January 1, 2023, and is a departure from the allowance for loan losses (ALLL) that the Corporation previously estimated using an incurred loss methodology. The allowance covers loans, unfunded commitments, and certain debt securities exhibiting credit risk potential, and incorporates both quantitative and qualitative components.
Loans are analyzed on either an individual basis or a pooled basis, determined by risk characteristics. Loans that no longer exhibit risk characteristics substantially consistent with those of loans analyzed within a given pool, may necessitate being evaluated individually, based on management discretion. Individually analyzed loans are primarily valuated based on the collateral method, however, select loans may be evaluated using a cash flow analysis. Pooled loans are segmented based on groups of assigned FFIEC call codes, in order to be granular enough to meaningfully capture the risk profile of each instrument, yet broad enough to accurately allow for the application of certain pool-level assumptions.
Quantitative analysis is based on an estimated discounted cash flow analysis (DCF) performed at the instrument level. The modeled reserve requirement equals the difference between the book balance of the instrument at the measurement date and the present value of assumed cash flows for the life of the loan. The underlying assumptions of the DCF are based on the relationship a projected value of an economic indicator, and the implied historical loss experience amongst a group of curated peers. The Corporation utilized a regression analysis to determine suitable loss drivers for each pool of loans. Based on these results, a probability of default (PD) and loss given default (LGD), is assigned to each potential value of an economic indicator for each pool of loans, and is then applied to the portfolio to derive the statistical loss implications thereof. A hypothetical loss for each period of the DCF, as well as implied recovery of past losses, is incorporated into the DCF. The Corporation relies on FOMC data as the source for its readily available and reasonable economic forecast. The forecasted values are applied over a four quarter period, and revert back to the historic mean of a lookback period over an eight period horizon, on a straight-line basis.
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Qualitative adjustments represent management's expectation of certain risks not being captured entirely in the quantitative portion of the model. Qualitative adjustment rates are applied to each instrument within a pool on a consistent basis. Factors considered as part of the quantitative adjustment analysis include economic considerations potentially not captured by the model, changes in conditions within the Bank such as lending standards, personnel, concentrations of credit, among others, as well as other external factors such as change in the regulatory and competitive landscape.
The allowance for credit losses is increased through a provision for credit losses, which is charged to operations. Separate provision accounts have been established for on-balance sheet credit exposures and off-balance sheet credit exposures, and are combined in the line item "Provision for credit losses" on the Corporation's Consolidated Statements of Income. Loans are charged against the allowance for credit 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 credit losses is performed on a periodic basis and takes into consideration such factors as the outcomes of the quantitative analysis, a review of specific impaired loans, and considerations for qualitative adjustments. While management uses available information to recognize losses on credits, future additions to the allowance may be necessary based on changing economic conditions or portfolio composition. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for credit 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 credit losses was $20.1 million at March 31, 2023, and $19.7 million at December 31, 2022. The allowance for credit losses was 259.66% of non-performing loans at March 31, 2023 compared to 240.39% at December 31, 2022. The ratio of allowance for credit losses to total loans was 1.07% at March 31, 2023, and December 31, 2022. The increase in the allowance for credit losses was attributable to the impact of the implementation of ASU 2016-13, as well as increased loan volume. The quantitative portion of the ACL model was impacted by an improvement in the FOMC forecasted unemployment rate, which offset additional provisioning relating to loan growth and positive qualitative adjustments to certain pooled segments. Net charge-offs for the three months ended March 31, 2023 were $0.3 million, compared to net recoveries for the three months ended March 31, 2022 of $48.0 thousand.

The table below summarizes the Corporation’s allowance for credit losses and non-accrual loans outstanding by loan category at March 31, 2023, and the allowance for loan losses and non-accrual loans outstanding by loan category at December 31, 2022 (in thousands):

ALLOWANCE BY LOAN CATEGORY
Balance at March 31, 2023
Allowance for credit losses
Allowance to loans1
Non-performing loans
Non-performing loans to loans1
Allowance to non-performing loans
Commercial and agricultural$4,053 1.66 %$1,623 0.66 %249.72 %
Commercial mortgages10,983 1.06 %3,647 0.35 %301.15 %
Residential mortgages1,892 0.66 %1,036 0.36 %182.63 %
Consumer loans3,147 1.03 %1,425 0.46 %220.84 %
Total$20,075 1.07 %$7,731 0.41 %259.66 %
Balance at December 31, 2022
Allowance for loan losses
Allowance to loans1
Non-performing loans
Non-performing loans to loans1
Allowance to non-performing loans
Commercial and agricultural$3,373 1.34 %$1,946 0.77 %173.33 %
Commercial mortgages11,576 1.16 %3,933 0.39 %294.33 %
Residential mortgages1,845 0.65 %986 0.35 %187.12 %
Consumer loans2,865 0.97 %1,313 0.45 %218.20 %
Total$19,659 1.07 %$8,178 0.45 %240.39 %
1 Ratio is a percentage of loan category.

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The table below summarizes the Corporation’s consolidated credit ratios at March 31, 2023 and December 31, 2022:
Consolidated RatiosMarch 31, 2023December 31, 2022
    Non-performing loans to total loans0.41 %0.45 %
    Allowance for credit losses to total loans1.07 %1.07 %
    Allowance for credit losses to non-performing loans259.66 %240.39 %


The table below summarizes the Corporation’s ratio of net charge-offs and recoveries to average loans outstanding by loan category for the three months ended March 31, 2023 and March 31, 2022:

Credit RatiosMarch 31, 2023March 31, 2022
Commercial and agricultural0.07 %— %
Commercial mortgages— %— %
Residential mortgages— %— %
Consumer loans0.04 %(0.02)%
Total0.02 %— %

The table below summarizes the Corporation’s credit loss experience for the three months ended March 31, 2023 and 2022 (in thousands):
SUMMARY OF CREDIT LOSS EXPERIENCE
 Three Months Ended 
 March 31,
 20232022
Balance of allowance for credit losses at beginning of period$19,659 $21,025 
Impact of ASC 326 Adoption374 — 
Charge-offs:
  
   Commercial and agricultural190 4 
   Commercial mortgages— — 
   Residential mortgages— — 
   Consumer loans193 194 
Total charge-offs$383 $198 
Recoveries:
  
   Commercial and agricultural6 6 
   Commercial mortgages— 1 
   Residential mortgages— — 
   Consumer loans108 239 
Total recoveries$114 $246 
Net charge-offs (recoveries)269 (48)
Provision (credit) for credit losses on-balance sheet exposure1
311 (1,145)
Balance of allowance for credit losses at end of period$20,075 $19,928 
1 Additional provision related to off-balance sheet exposure was a credit of $34 thousand for the three months ended March 31, 2023.

Other Real Estate Owned

OREO totaled $0.2 million at March 31, 2023, and December 31, 2022, respectively. There were no changes to other real estate owned in the first three months of 2023.

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Deposits

The table below summarizes the Corporation’s deposit composition by segment at March 31, 2023, and December 31, 2022, and the dollar and percent change from December 31, 2022 to March 31, 2023 (in thousands):
DEPOSITS
March 31, 2023 v. December 31, 2022
March 31, 2023December 31, 2022
 Amount% of TotalAmount% of Total$ Change% Change
Non-interest-bearing demand deposits$690,596 29.7 %$733,329 31.4 %$(42,733)(5.8)%
Interest-bearing demand deposits287,242 12.3 %271,645 11.7 %15,597 5.7 %
Money market accounts631,052 27.1 %640,840 27.5 %(9,788)(1.5)%
Savings deposits271,445 11.6 %279,029 12.0 %(7,584)(2.7)%
Certificates of deposit $250,000 or less263,274 11.3 %272,182 11.7 %(8,908)(3.3)%
Certificates of deposit greater than $250,00035,349 1.5 %31,547 1.4 %3,802 12.1 %
Brokered deposits126,777 5.4 %73,452 3.2 %53,325 72.6 %
Other time deposits 26,694 1.1 %25,203 1.1 %1,491 5.9 %
Total$2,332,429 100.0 %$2,327,227 100.0 %$5,202 0.2 %

Deposits totaled $2.332 billion at March 31, 2023 compared to $2.327 billion at December 31, 2022, an increase of $5.2 million, or 0.2%. The increase was primarily attributable to increases of $49.7 million in time deposits, and $15.6 million in interest-bearing demand deposits, offset by decreases of $42.7 million in non-interest bearing demand deposits, $9.8 million in insured money market accounts, and $7.6 million in savings deposits. The growth in deposits was due primarily to increases of $0.4 million in consumer deposits, $4.6 million in public deposits, $16.4 million in ICS deposits, and $53.3 million in brokered deposits, offset by decreases of $40.5 million in commercial deposits, and $29.0 million in CDARS deposits. At March 31, 2023, demand deposit and money market accounts comprised 69.0% of total deposits compared to 70.7% at December 31, 2022. The aggregate amount of the Corporation's outstanding uninsured deposits (net of deposits pledged to secure municipal deposits), was 21.2% and 23.5% of total deposits, as of March 31, 2023 and December 31, 2022, respectively.

The table below presents the Corporation's deposits balance by bank division (in thousands):
DEPOSITS BY DIVISION
 March 31, 2023December 31, 2022December 31, 2021December 31, 2020December 31, 2019
Chemung Canal Trust Company*$1,927,258 $1,892,020 $1,739,826 $1,686,370 $1,317,225 
Capital Bank Division405,171 435,207 415,607 351,404 254,913 
Total $2,332,429 $2,327,227 $2,155,433 $2,037,774 $1,572,138 
*All deposits, excluding those originated by the Capital Bank division.

In addition to consumer, commercial and public deposits, other sources of funds include reciprocal brokered deposits. The Regulatory Relief Act changed the definition of brokered deposits, such that subject to certain conditions, reciprocal deposits of another depository institution obtained through a deposit placement network for purposes of obtaining maximum deposit insurance would not be considered brokered deposits subject to the FDIC’s brokered-deposit regulations. This will apply to the Corporation's participation in the CDARS and ICS programs. The CDARS and ICS programs involve a network of financial institutions that exchange funds among members in order to ensure FDIC insurance coverage on customer deposits above the single institution limit. Using a sophisticated matching system, funds are exchanged on a dollar-for-dollar basis, so that the equivalent of an original deposit comes back to the originating institution. Brokered deposits include funds obtained through brokers. Deposits obtained through the CDARS and ICS programs were $355.0 million as of March 31, 2023, including $126.8 million of brokered deposits, and $368.2 million as of December 31, 2022, which included $73.5 million of brokered deposits.

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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 uses brokered deposits as a secondary source of funding to support growth.

Borrowings

Borrowings decreased $5.8 million to $93.3 million at March 31, 2023 from December 31, 2022, primarily attributable to a decrease in FHLBNY overnight advances when compared to December 31, 2022. There were no outstanding FHLBNY term advances as of and for the three months and year ended March 31, 2023, and December 31, 2022, respectively.


Shareholders’ Equity

Total shareholders' equity increased $10.9 million from $166.4 million at December 31, 2022 to $177.3 million at March 31, 2023, primarily due to a decrease in accumulated other comprehensive loss, and an increase in retained earnings. The decrease in accumulated other comprehensive loss of $5.8 million can be mostly attributed to an increase in the fair market value of the available for sale securities portfolio. The increase in retained earnings of $4.7 million was due primarily to earnings of $7.3 million, offset by $1.5 million in dividends declared, and a $1.5 million one-time adjustment due to the implementation of CECL, during the three months ended March 31, 2023. Treasury stock decreased $0.4 million, primarily due to the impact of the issuance of shares related to the Corporation's employee benefit plans and grants issued under the Corporation's stock compensation plan. The total shareholders’ equity to total assets ratio was 6.68% at March 31, 2023 compared to 6.29% at December 31, 2022. The tangible equity to tangible assets ratio was 5.91% at March 31, 2023 compared to 5.51% at December 31, 2022. Book value per share increased to $37.53 at March 31, 2023 from $35.32 at December 31, 2022.

The Bank is subject to capital adequacy guidelines of the Federal Reserve which establish a framework for the classification of financial institutions into five categories: well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized and critically under-capitalized. As of March 31, 2023, the Bank’s capital ratios were in excess of those required to be considered well-capitalized under regulatory capital guidelines.
When shares of the Corporation become available in the market, the Corporation may purchase them after careful consideration of the Corporation’s liquidity and capital positions. Purchases may be made from time to time on the open market or in privately negotiated transactions at the discretion of management. On January 8, 2021, the Corporation's Board of Directors approved a new stock repurchase program. Under the new repurchase program, the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its then outstanding shares. The repurchase program permits shares to be repurchased in open market or privately negotiated transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. No shares were repurchased in the first quarter of 2023. As of March 31, 2023, the Corporation repurchased a total of 49,184 shares of common stock at a total cost of $2.0 million under the repurchase program, at the weighted average cost of $40.42 per share. Remaining buyback authority under the share repurchase program was 200,816 shares at March 31, 2023.


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, brokered deposits, securities sold under agreements to repurchase and other borrowings.
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The Corporation has a detailed Funds Management Policy that includes sections on liquidity measurement and management, and a Liquidity Contingency Plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. This policy and plan are established and revised as needed by the management and Board ALCO committees. The ALCO is responsible for measuring liquidity, establishing liquidity targets and implementing strategies to achieve selected targets. The ALCO is responsible for coordinating activities across the Corporation to ensure that prudent levels of contingent or standby liquidity are available at all times. Based on the ongoing assessment of the liquidity considerations, management believes the Corporation’s sources of funding meet anticipated funding needs.

At March 31, 2023, the Corporation's cash and cash equivalents balance was $34.6 million. The Corporation also maintains an investment portfolio of securities available for sale, comprised primarily of mortgage-backed securities and municipal bonds. Although this portfolio generates interest income for the Corporation, it also serves as an available source of liquidity and capital if the need should arise. As of March 31, 2023, the Corporation's investment in securities available for sale was $626.1 million, $368.4 million of which was not pledged as collateral.

The Corporation is a member of the FHLBNY which allows it to access borrowings which enhance management's ability to satisfy future liquidity needs. The Bank has pledged $235.0 million and $228.4 million of first mortgage loans under a blanket lien arrangement at March 31, 2023 and December 31, 2022, respectively, as collateral for future borrowings. Based on this available collateral and current advances outstanding, the Corporation was eligible to borrow up to a total of $201.1 million and $195.6 million at March 31, 2023 and December 31, 2022, respectively. The Corporation borrowed $90.1 million and $95.8 million with FHLBNY overnight advances as of March 31, 2023 and December 31, 2022, respectively. The Bank's unused borrowing capacity at the Federal Home Loan Bank of New York was $111.0 million as of March 31, 2023.

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 may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth. Brokered deposits were $126.8 million and $73.5 million, as of March 31, 2023 and December 31, 2022, respectively.

The Corporation also had a total of $60.0 million of unsecured lines of credit with five different financial institutions, all of which was available at March 31, 2023, and $68.0 million of unsecured lines of credit with six different financial institutions, all of which was available at December 31, 2022.

The table below summarizes the Corporation’s unused funding capacity by source as of the dates indicated (in thousands):

ADDITIONAL FUNDING CAPACITY
 March 31, 2023December 31, 2022
Federal Home Loan Bank of New York$111,049 $99,761 
Correspondent bank lines60,000 68,000 
Brokered deposits available per policy limit138,642 174,465 
Unpledged investment securities, at fair value368,370 420,671 
Less: Uninsured deposits(493,659)(548,013)
Total Additional Funding Capacity$184,402 $214,884 
On March 12, 2023, the Treasury Department, Federal Reserve, and FDIC jointly announced a new liquidity program, the Bank Term Funding Program (BTFP), in response to the failure of two banks earlier that week. Under the BTFP, institutions can pledge certain securities (i.e., securities eligible for purchase by the Federal Reserve Banks in open market operations) for the par value of the securities at a borrowing rate of ten basis points over the one-year overnight index swap rate. There will be no fees with the advance. Certain U.S. federally insured depository institutions are eligible to participate in the BTFP. The Bank is eligible to to participate but as of March 31, 2023, the Bank has not participated in the BTFP. The advances, which may have a term of up to one year, may be prepaid by the borrowing institution at any time (including for purposes of refinancing) without penalty. Also available to the Corporation is the Discount Window Lending provided by the Federal Reserve Bank. As of March 31, 2023, the Bank had no collateral held at the Federal Reserve Bank. The Corporation is reviewing the options to utilize these sources.
With respect to the Corporation's credit risk and lending activities, management has taken actions to identify and assess additional possible credit exposure due to the changing environment caused by the COVID-19 crisis based upon the industry types within our current loan portfolio. Lending risks, as mentioned, are being monitored by industry, based upon NAICS code, with specific attention being paid to those industries that may experience greater stress during this time.
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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,
 20232022
Net cash provided by operating activities$10,687 $5,984 
Net cash used in investing activities(29,923)(44,977)
Net cash (used) provided by financing activities(1,991)77,495 
Net increase (decrease) in cash and cash equivalents$(21,227)$38,502 

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 2023 and 2022 predominantly resulted from net income after non-cash operating adjustments.

Investing activities
Cash used in investing activities during the first three months of 2023 predominantly resulted from a net increase in loans, offset by maturities and principal paydowns on securities available for sale. Cash used in investing activities during the first three months of 2022 predominantly resulted from a net increase in loans and purchases of securities available for sale, offset by maturities and principal paydowns on securities available for sale.

Financing activities
Cash used by financing activities during the first three months of 2023 predominantly resulted from a net the repayment of overnight advances held at the end of the prior quarter, offset by a net increase in deposits. Cash provided by financing activities during the first three months of 2022 predominantly resulted from a net increase in deposits, offset by the repayment of overnight advances held at the end of the prior quarter.

Capital Resources

The Bank is subject to regulatory capital requirements administered by federal banking agencies. As a result of the Regulatory Relief Act, the FRB amended its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant non-banking activities, (ii) do not conduct significant off-balance sheet activities, and (iii) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization’s complexity, are not subject to regulatory capital requirements. 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. Under Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is 2.50%. 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.

Pursuant to the Regulatory Relief Act, the FRB finalized a rule that established a community bank leverage ratio (tier 1 capital to average consolidated assets) at 9% for institutions under $10 billion in assets that such institutions may elect to utilize in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well-capitalized. The new rule took effect on January 1, 2020. The Bank has not elected to use the community bank leverage ratio.

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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, 2023 and December 31, 2022, the Bank met all capital adequacy requirements to which it was subject. As of December 31, 2018, the Corporation is no longer subject to FRB consolidated capital requirements applicable to bank holding companies, which are similar to those applicable to the Bank, until it reaches $3.0 billion in assets.

As of March 31, 2023, 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 capital category.

The regulatory capital ratios as of March 31, 2023 and December 31, 2022 were calculated under Basel III rules. There is no threshold for well-capitalized status for bank holding companies.

The Corporation and the Bank’s capital ratios as of March 31, 2023 were as follows (in thousands, except ratio data):
 ActualMinimum Capital AdequacyMinimum Capital Adequacy with Capital BufferTo Be Well Capitalized Under Prompt Corrective Action Provisions
As of March 31, 2023AmountRatioAmountRatioAmountRatioAmountRatio
Total Capital (to Risk Weighted Assets):
Consolidated$246,113 12.81 %N/AN/AN/AN/A N/AN/A
Bank$236,731 12.34 %$153,475 8.00 %$201,435 10.50 %$191,843 10.00 %
Tier 1 Capital (to Risk Weighted Assets):     
Consolidated$224,990 11.71 %N/AN/AN/AN/A N/AN/A
Bank$215,608 11.24 %$115,106 6.00 %$163,067 8.50 %$153,475 8.00 %
Common Equity Tier 1 Capital (to Risk Weighted Assets):    
Consolidated$224,990 11.71 %N/AN/AN/AN/A N/AN/A
Bank$215,608 11.24 %$86,329 4.50 %$134,290 7.00 %$124,698 6.50 %
Tier 1 Capital (to Average Assets):     
Consolidated$224,990 8.31 %N/AN/AN/AN/A N/AN/A
Bank$215,608 7.98 %$108,123 4.00 %N/AN/A$135,154 5.00 %



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The Corporation and the Bank’s capital ratios as of December 31, 2022 were as follows (in thousands, except ratio data):
 ActualMinimum Capital AdequacyMinimum Capital Adequacy with Capital BufferTo Be Well Capitalized Under Prompt Corrective Action Provisions
As of December 31, 2022AmountRatioAmountRatioAmountRatioAmountRatio
Total Capital (to Risk Weighted Assets):
Consolidated$239,478 12.57 %N/AN/AN/AN/A N/AN/A
Bank$230,560 12.10 %$152,414 8.00 %$200,044 10.50 %$190,518 10.00 %
Tier 1 Capital (to Risk Weighted Assets):     
Consolidated$219,820 11.54 %N/AN/AN/AN/A N/AN/A
Bank$210,901 11.07 %$114,311 6.00 %$161,940 8.50 %$152,414 8.00 %
Common Equity Tier 1 Capital (to Risk Weighted Assets):    
Consolidated$219,820 11.54 %N/AN/AN/AN/A N/AN/A
Bank$210,901 11.07 %$85,733 4.50 %$133,363 7.00 %$123,837 6.50 %
Tier 1 Capital (to Average Assets):     
Consolidated$219,820 8.23 %N/AN/AN/AN/A N/AN/A
Bank$210,901 7.91 %$106,616 4.00 %N/AN/A$133,270 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 above. At March 31, 2023, the Bank could, without prior approval, declare dividends of approximately $46.6 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.

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 7–12. 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.

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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 rules, although we are unable to state with certainty that the SEC would so regard them.

Fully Taxable Equivalent Net Interest Income and Net Interest Margin

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.
As of the Three Months Ended
(in thousands, except ratio data)March 31,Dec. 31,Sept. 30,June 30,March 31,
NET INTEREST MARGIN - FULLY TAXABLE EQUIVALENT20232022202220222022
Net interest income (GAAP)$19,947 $20,871 $18,990 $17,641 $16,677 
Fully taxable equivalent adjustment98 112 112 103 99 
Fully taxable equivalent net interest income (non-GAAP)$20,045 $20,983 $19,102 $17,744 $16,776 
Average interest-earning assets (GAAP)$2,592,709 $2,550,834 $2,457,218 $2,395,704 $2,371,275 
Net interest margin - fully taxable equivalent (non-GAAP)3.14 %3.26 %3.08 %2.97 %2.87 %

Efficiency Ratio

The unadjusted efficiency ratio is calculated as non-interest expense divided by total revenue (net interest income and non-interest income). The adjusted efficiency ratio is a non-GAAP financial measure 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.
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 As of the Three Months Ended
(in thousands, except ratio data)March 31,Dec. 31,Sept. 30,June 30,March 31,
EFFICIENCY RATIO20232022202220222022
Net interest income (GAAP)$19,947 $20,871 $18,990 $17,641 $16,677 
Fully taxable equivalent adjustment98 112 112 103 99 
Fully taxable equivalent net interest income (non-GAAP)$20,045 $20,983 $19,102 $17,744 $16,776 
Non-interest income (GAAP)$5,423 $5,418 $5,036 $5,319 $5,663 
Less:  net (gains) losses on security transactions— — — — — 
Adjusted non-interest income (non-GAAP)$5,423 $5,418 $5,036 $5,319 $5,663 
Non-interest expense (GAAP)$15,836 $15,693 $14,577 $14,342 $14,668 
Less:  amortization of intangible assets— — — (4)(11)
Adjusted non-interest expense (non-GAAP)$15,836 $15,693 $14,577 $14,338 $14,657 
Efficiency ratio (unadjusted)62.42 %59.69 %60.67 %62.47 %65.66 %
Efficiency ratio (adjusted)62.18 %59.44 %60.40 %62.17 %65.32 %

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 tangible 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,
TANGIBLE EQUITY AND TANGIBLE ASSETS (PERIOD END)20232022202220222022
Total shareholders' equity (GAAP)$177,341 $166,388 $155,518 $174,690 $185,510 
Less: intangible assets(21,824)(21,824)(21,824)(21,824)(21,828)
Tangible equity (non-GAAP)$155,517 $144,564 $133,694 $152,866 $163,682 
Total assets (GAAP)$2,654,183 $2,645,553 $2,551,418 $2,449,911 $2,474,895 
Less: intangible assets(21,824)(21,824)(21,824)(21,824)(21,828)
Tangible assets (non-GAAP)$2,632,359 $2,623,729 $2,529,594 $2,428,087 $2,453,067 
Total equity to total assets at end of period (GAAP)6.68 %6.29 %6.10 %7.13 %7.49 %
Book value per share (GAAP)$37.53 $35.32 $33.14 $37.24 $39.56 
Tangible equity to tangible assets at end of period (non-GAAP)5.91 %5.51 %5.29 %6.30 %6.67 %
Tangible book value per share (non-GAAP)$32.91 $30.69 $28.49 $32.59 $34.91 
 


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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
(in thousands, except ratio data)March 31,Dec. 31,Sept. 30,June 30,March 31,
TANGIBLE EQUITY (AVERAGE)20232022202220222022
Total average shareholders' equity (GAAP)$173,786 $160,740 $180,644 $178,207 $203,613 
Less: average intangible assets(21,824)(21,824)(21,824)(21,825)(21,835)
Average tangible equity (non-GAAP)$151,962 $138,916 $158,820 $156,382 $181,778 
Return on average equity (GAAP)16.97 %18.36 %14.17 %18.06 %13.68 %
Return on average tangible equity (non-GAAP)19.40 %21.25 %16.12 %20.58 %15.32 %

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,
NON-GAAP NET INCOME20232022202220222022
Reported net income (GAAP)$7,270 $7,439 $6,453 $8,024 $6,867 
Net (gains) losses on security transactions (net of tax)— — — — — 
Non- GAAP net income$7,270 $7,439 $6,453 $8,024 $6,867 
Average basic and diluted shares outstanding4,721 4,698 4,692 4,690 4,689 
Reported basic and diluted earnings per share (GAAP)$1.54 $1.58 $1.37 $1.72 $1.46 
Reported return on average assets (GAAP)1.12 %1.15 %1.02 %1.32 %1.14 %
Reported return on average equity (GAAP)16.97 %18.36 %14.17 %18.06 %13.68 %
Non-GAAP basic and diluted earnings per share$1.54 $1.58 $1.37 $1.72 $1.46 
Non-GAAP return on average assets1.12 %1.15 %1.02 %1.32 %1.14 %
Non-GAAP return on average equity16.97 %18.36 %14.17 %18.06 %13.68 %
 
 
66



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 and Treasurer, 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 various basis point changes in interest rates, with appropriate floors set for interest-bearing liabilities. At March 31, 2023, it is estimated that an immediate 100-basis point decrease in interest rates would positively impact the next 12 months net interest income by 3.27% and an immediate 200-basis point increase would positively impact the next 12 months net interest income by 2.32%. Both are within the Corporation's policy guidelines.

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, 2023, it is estimated that an immediate 100-basis point decrease in interest rates would positively impact the market value of the Corporation’s capital account by 4.18%. An immediate 200-basis point increase in interest rates would negatively impact the market value by 1.56%. Both are within the Corporation's policy guidelines.

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 credit 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), Chief Credit and Risk Officer, 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.

67



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, 2023 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, 2023. 

Effective January 1, 2023, the Corporation adopted ASU 2016-13, Topic 326, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Corporation designed new controls and modified existing controls as part of its adoption. These additional controls over financial reporting included controls over model creation and design, model governance, assumptions, and expanded controls over loan level data. Other than as described above, 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.
68



PART II.    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On February 4, 2020, the Corporation filed a lawsuit against Pioneer Bank, Albany, New York, in the Supreme Court of the State of New York in the County of Albany. As disclosed in the Corporation’s September 12, 2019 Current Report on Form 8-K, the Bank owns a participating interest totaling $4.2 million in an approximately $36.0 million commercial credit facility on which the borrower defaulted due to fraudulent activity. The Bank’s complaint alleges that Pioneer Bank, as lead bank, breached the participation agreement and engaged in fraud and negligent misrepresentation. The Corporation received a recovery of $0.5 million in April, 2020, and continues to pursue recovery of the remaining $3.7 million and accumulated expenses as a result of purchasing the participation interest.

Other than as noted above, the Corporation believes that it is not a party to any pending legal, arbitration, or regulatory proceedings that could have a material adverse impact on our financial results or liquidity as of March 31, 2023.

ITEM 1A.    RISK FACTORS

In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factor represent a material update and addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

Recent events involving the failure of financial institutions may adversely affect our business, and the market price of our common stock.
Recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, Signature Bank and First Republic Bank that resulted in the failure of those institutions have resulted in decreased confidence in banks among depositors, other counterparties and investors, as well as significant disruption, volatility and reduced valuations of equity and other securities of banks in the capital markets. These events have occurred against the backdrop of a rapidly rising interest rate environment which, among other things, has resulted in unrealized losses in longer duration securities and loans held by banks, more competition for bank deposits and may increase the risk of a potential recession. These events and developments could materially and adversely impact our business or financial condition, including through potential liquidity pressures, reduced net interest margins, and potential increased credit losses. These recent events and developments have, and could continue to, adversely impact the market price and volatility of our common stock. These recent events may also result in changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our businesses. The cost of resolving the recent failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.


















69



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

    (c)    Issuer Purchases of Equity Securities (1)
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum number of shares that may yet be purchased under the plans or programs
January 1 - January 31, 2023— — — 200,816 
February 1 - February 28, 2023— — — 200,816 
March 1 - March 31, 2023— — — 200,816 
Quarter ended March 31, 2023— $— — 200,816 
(1) On January 8, 2021, the Corporation’s Board of Directors approved a new stock repurchase plan. Under the new repurchase program, the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its outstanding shares. Purchases may be made from time to time on the open market or in private negotiated transactions and will be at the discretion of management. As of March 31, 2023 the Corporation has repurchased a total of 49,184 shares at the weighted average cost of $40.42 per share.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

        Not applicable.

ITEM 5.    OTHER INFORMATION

        Not applicable.

70



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.
3.1Certificate 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).
  
3.2Certificate 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).
  
3.3Certificate 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).
  
3.4Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed with the Commission on August 19, 2022).
  
31.1Certification of Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
  
31.2Certification of Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
  
32.1Certification 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.*
  
32.2Certification 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.INSInstance Document*
  
101.SCHXBRL Taxonomy Schema*
  
101.CALXBRL Taxonomy Calculation Linkbase*
  
101.DEFXBRL Taxonomy Definition Linkbase*
  
101.LABXBRL Taxonomy Label Linkbase*
  
101.PREXBRL Taxonomy Presentation Linkbase*
  
*Filed herewith.
71



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 12, 2023By:  /s/ Anders M. Tomson
 Anders M. Tomson
President and Chief Executive Officer
(Principal Executive Officer)

DATED: May 12, 2023By:  /s/ Karl F. Krebs
 Karl F. Krebs
Chief Financial Officer and Treasurer
(Principal Financial Officer)

72



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
Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed with the Commission on August 19, 2022).
  
31.1
  
31.2
  
32.1
  
32.2
  
101.INSInstance Document*
  
101.SCHXBRL Taxonomy Schema*
  
101.CALXBRL Taxonomy Calculation Linkbase*
  
101.DEFXBRL Taxonomy Definition Linkbase*
  
101.LABXBRL Taxonomy Label Linkbase*
  
101.PREXBRL Taxonomy Presentation Linkbase*
  
*Filed herewith.

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