UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024 OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _____________
Commission File Number 001-35741
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York
16-1237038
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Chemung Canal Plaza, Elmira, New York
14901
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (607) 737-3711
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
CHMG
Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, a 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
☐
Accelerated filer
☒
Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Based upon the closing price of the registrant's Common Stock as of June 30, 2024, the aggregate market value of the voting stock held by non-affiliates of the registrant was
$228,216,864.
As of March 1, 2025, there were 4,788,879 shares of Common Stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on June 3, 2025 are incorporated by reference into Part III, Items 10, 11, 12, 13, and 14 of this
Form 10-K.
CHEMUNG FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
Form 10-K Item Number:
Page No.
PART I
6
Item 1.
Business
6
Item 1A.
Risk Factors
19
Item 1B.
Unresolved Staff Comments
30
Item 1C.
Cybersecurity
30
Item 2.
Properties
31
Item 3.
Legal Proceedings
33
Item 4.
Mine Safety Disclosures
33
PART II
34
Item 5.
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
34
Item 6.
Reserved
35
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
36
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
68
Item 8.
Financial Statements and Supplementary Data
69
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
70
Item 9A.
Controls and Procedures
70
Item 9B.
Other Information
70
Item 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
70
PART III
71
Item 10.
Directors, Executive Officers and Corporate Governance
71
Item 11.
Executive Compensation
71
Item 12.
Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
71
Item 13.
Certain Relationships and Related Transactions, and Director Independence
71
Item 14.
Principal Accountant Fees and Services
71
PART IV
72
Item 15.
Exhibits and Financial Statement Schedules
72
Item 16.
Form 10-K Summary
73
Index to Consolidated Financial Statements
74
Report of Independent Registered Public Accounting Firm-Crowe LLP
F-1
SIGNATURES
F-59
Some of the information contained in this report concerning the markets and industry in which we operate is derived from publicly available information and
from industry sources. Although we believe that this publicly available information and information provided by these industry sources are reliable, we have
not independently verified the accuracy of any of this information.
To assist the reader, the Corporation has provided the following list of commonly used abbreviations and terms included in Parts I through IV.
Abbreviations
ACL
Allowance for credit losses
AFS
Available for sale securities
ALCO
Asset-Liability Committee
AOCI
Accumulated other comprehensive income
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Bank
Chemung Canal Trust Company
Basel III
The Third Basel Accord of the Basel Committee on Banking Supervision
BHCA
Bank Holding Company Act of 1956
Board of Directors
Board of Directors of Chemung Financial Corporation
BOLI
Bank owned life insurance
BTFP
Bank Term Funding Program
CAM
Common area maintenance charges
CAPM
Capital asset pricing model
CBLR
Community Bank Leverage Ratio
CDARS
Certificate of Deposit Account Registry Service
CECL
Current expected credit loss
CFPB
Consumer Financial Protection Bureau
CFS
CFS Group, Inc.
Corporation
Chemung Financial Corporation
CRA
Community Reinvestment Act
CRM
Chemung Risk Management, Inc.
DIF
Deposit Insurance Fund
Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act
ECOA
Equal Credit Opportunity Act
EPS
Earnings per share
Exchange Act
Securities Exchange Act of 1934
FACT Act
Fair and Accurate Credit Transactions Act of 2003
FASB
Financial Accounting Standards Board
FCRA
Fair Credit Reporting Act
FDIA
Federal Deposit Insurance Act
FDIC
Federal Deposit Insurance Corporation
FFIEC
Federal Financial Institution Examination Council
FHLBNY
Federal Home Loan Bank of New York
FINRA
Financial Industry Regulatory Authority
FOMC
Federal Open Market Committee
FRB
Board of Governors of the Federal Reserve System
FRBNY
Federal Reserve Bank of New York
Freddie Mac
Federal Home Loan Mortgage Corporation
FTC
Federal Trade Commission
GAAP
U.S. Generally Accepted Accounting Principles
2
GLB Act
Gramm-Leach-Bliley Act
HTM
Held to maturity securities
ICS
Insured Cash Sweep Service
IPS
Investment Policy Statement
LGD
Loss given default
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
NAICS
North American Industry Classification System
NYSDFS
New York State Department of Financial Services
OPEB
Other postemployment benefits
OREO
Other real estate owned
PD
Probability of default
Regulatory Relief Act
The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018
RESPA
Real Estate Settlement Procedures Act
Riegle-Neal Act
Riegle-Neal Interstate Banking and Branching Efficiency Act
ROAA
Return on average assets
ROAE
Return on average equity
RWA
Risk-weighted assets
SOFR
Secured Overnight Financing Rate
SBA
Small Business Administration
SEC
U.S. Securities and Exchange Commission
Security Guidelines
Interagency Guidelines Establishing Information Security Standards
Securities Act
Securities Act of 1933
Sarbanes-Oxley
Sarbanes-Oxley Act of 2002
Tax Act
Tax Cuts and Jobs Act of 2017
TDRs
Troubled debt restructurings
USA PATRIOT Act
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001
Terms
Accumulated benefit obligation
An approximate measure of the pension plan liability, which is based on the assumption that the pension
plan is to be terminated immediately and does not consider any future salary increases.
Allowance for credit losses
Contra asset account estimating the lifetime amount the Corporation anticipates will be unrecoverable from
assets with credit risk in conformity with CECL requirements outlined in ASC 326.
Assets under administration
Represents assets that are beneficially owned by clients and all investment decisions pertaining to these
assets are also made by clients.
Assets under management
Represents assets that are managed on behalf of clients.
Basel III
A comprehensive set of reform measures designed to improve the regulation, supervision, and risk
management within the banking sector. The reforms require banks to maintain proper leverage ratios and
meet certain capital requirements.
Benefit obligation
Refers to the projected benefit obligation for pension plans and the accumulated postretirement benefit
obligation for OPEB plans.
Brokered deposits
Refers to deposits obtained from or through the mediation or assistance of a deposit broker.
Canal Bank
Division of Chemung Canal Trust Company located in the “Western Region” of New York State, including
Erie County.
Capital Bank
Division of Chemung Canal Trust Company located in the “Capital Region” of New York State and
includes the counties of Albany, Saratoga, & Schenectady.
Captive insurance company
A company that provides risk-mitigation services for its parent company.
3
CDARS
Product involving a network of financial institutions that exchange certificates of deposits among members
in order to ensure FDIC insurance coverage on customer deposits above the single institution limit. Using a
sophisticated matching system, funds are exchanged on a dollar-for-dollar basis, so that the equivalent of
an original deposit comes back to the originating institution.
Collateralized debt obligation
A structured financial product that pools together cash flow-generating assets, such as mortgages, bonds,
and loans.
Collateralized mortgage obligations
A type of mortgage-backed security with principal repayments organized according to their maturities and
into different classes based on risk. The mortgages serve as collateral and are organized into classes based
on their risk profile.
Corporate loan committees
Senior Loan Committee and Director Loan Committee
Dodd-Frank Act
The Dodd-Frank Act was enacted on July 21, 2010 and significantly changed the bank regulatory
landscape and has impacted and will continue to impact the lending, deposit, investment, trading and
operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires
various federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies
and reports for Congress.
Economic Growth, Regulatory Relief, and
Consumer Protection Act
The Economic Growth, Regulatory Relief, and Consumer Protection Act was signed on May, 24 2018 and
repeals or modifies certain provisions to the Dodd-Frank Act and will ease certain regulations on all but the
largest banks.
Employee Retention Tax Credit
The Employee Retention Tax Credit is a refundable payroll tax credit available to eligible employers as
defined by the CARES Act of 2020, and amended by the Consolidated Appropriations Act of 2021 and
American Rescue Plan Act of 2021.
Executive Management Team
Senior leadership of Chemung Financial Corporation responsible for the Corporation's strategic direction
and operations.
Fully taxable equivalent basis
Income from tax-exempt loans and investment securities that have been increased by an amount equivalent
to the taxes that would have been paid if this income were taxable at statutory rates; the corresponding
income tax impact related to tax-exempt items is recorded within income tax expense.
GAAP
Accounting principles generally accepted in the United States of America.
Holding company
Consists of the operations for Chemung Financial Corporation (parent only).
ICS
Product involving a network of financial institutions that exchange interest-bearing money market deposits
among members in order to ensure FDIC insurance coverage on customer deposits above the single
institution limit. Using a sophisticated matching system, funds are exchanged on a dollar-for-dollar basis,
so that the equivalent of an original deposit comes back to the originating institution.
Loans held for sale
Residential real estate loans originated for sale on the secondary market with maturities from 15-30 years.
Long term lease obligation
An obligation extending beyond the current year, which is related to a finance lease that is considered to
have the economic characteristics of asset ownership.
MasterCard
Payment card services vendor.
Mortgage-backed securities
A type of asset-backed security that is secured by a collection of mortgages.
Municipal clients
A political unit, such as a city, town, or village, incorporated for local self-government.
N/A
Data is not applicable or available for the period presented.
N/M
Data is not meaningful in the context presented.
Non-GAAP
A calculation not made according to GAAP.
Obligations of state and political subdivisions
An obligation that is guaranteed by the full faith and credit of a state or political subdivision that has the
power to tax.
Obligations of U.S. Government
A federally guaranteed obligation backed by the full power of the U.S. government, including Treasury
bills, Treasury notes, and Treasury bonds.
Obligations of U.S. Government sponsored
enterprise obligations
Obligations of agencies originally established or chartered by the U.S. government to serve public purposes
as specified by the U.S. Congress; these obligations are not explicitly guaranteed as to the timely payment
of principal and interest by the full faith and credit of the U.S. government.
OREO
Represents real property owned by the Corporation, which is not directly related to its business and is most
frequently the result of a foreclosure on real property.
4
Political subdivision
A county, city, town, or other municipal corporation, a public authority, or a publicly-owned entity that is
an instrumentality of a state or a municipal corporation.
Pre-provision profit/(loss)
Represents total net revenue less 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.
Projected benefit obligation
An approximate measure of the pension plan liability, which is based on the assumption that the plan will
not terminate in the near future and that employees will continue to work and receive future salary
increases.
Risk-weighted assets
Risk-weighted assets, which is used to calculate regulatory capital ratios, consist of on- and off-balance
sheet exposures 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 exposures such as lending-related commitments, guarantees,
derivatives and other applicable off-balance sheet positions are risk-weighted by multiplying the
contractual amount by the appropriate credit conversion factor to determine the on-balance sheet credit
equivalent amount, which is then risk-weighted based on the same factors used for on-balance sheet assets.
Risk-weighted assets also incorporate a measure for market risk related to applicable trading assets-debt
and equity instruments. The resulting risk-weighted values for each of the risk categories are then
aggregated to determine total risk-weighted assets.
SBA loan pools
Business loans partially guaranteed by the SBA.
Securities sold under agreements to repurchase
Sale of securities together with an agreement for the seller to buy back the securities at a later date.
TDR
A TDR was deemed to have occurred when the Corporation modified original terms of a loan agreement by
granting a concession to a borrower experiencing financial difficulty. TDR accounting guidance was
superseded by ASU 2022-02, effective January 1, 2023.
Trust preferred securities
A hybrid security with characteristics of both subordinated debt and preferred stock which allows for early
redemption by the issuer, makes fixed or variable payments, and matures at face value.
Unaudited
Financial statements and information that have not been subjected to auditing procedures sufficient to
permit an independent certified public accountant to express an opinion.
WMG
Provides services as executor and trustee under wills and agreements, and guardian, custodian, trustee and
agent for pension, profit-sharing and other employee benefit trusts, as well as various investment, financial
planning, pension, estate planning and employee benefit administration services.
5
PART I
ITEM 1. BUSINESS
General
The Corporation was incorporated on January 2, 1985 under the laws of the State of New York and is headquartered in Elmira, New York. The Corporation was
organized for the purpose of acquiring the Bank. The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a
New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, and its
name was changed to Chemung Canal Trust Company in 1903.
The Corporation became a financial holding company in June 2000. Financial holding company status provided the Corporation with the flexibility to offer an
array of financial services, such as insurance products, mutual funds, and brokerage services, which provide additional sources of fee-based income and allows
the Corporation to better serve its customers. The Corporation established a financial services subsidiary, CFS, in September 2001 which offers non-banking
financial services such as mutual funds, annuities, brokerage services, insurance and tax preparation services. CRM, a wholly-owned subsidiary of the
Corporation, was formed and began operations on May 31, 2016 as a Nevada-based captive insurance company. During the fourth quarter of 2023, CRM was
dissolved by the Corporation effective December 6, 2023. The dissolution of CRM did not have a significant impact to financial results for the year ended
December 31, 2023.
The Corporation’s Board of Directors has concluded that expansion of the franchise’s geographic footprint, an increase in the Bank’s interest-earning assets,
and the generation of new sources of non-interest income are important components of its strategic plan. Over the past two decades, the Corporation has
completed two whole bank acquisitions, including of Canton, Pennsylvania based Canton Bancorp, Inc. in 2009 and Albany, New York based Fort Orange
Financial Corp., in 2011, as well as branch acquisitions involving offices in Broome, Cayuga, Cortland, Seneca, Tioga, and Tompkins counties of New York.
Additionally, in 2021 the Corporation expanded its geographic footprint into Western New York with the opening of a de novo branch office in Erie County,
and established the “Canal Bank, a division of Chemung Canal Trust Company” brand in 2024, concurrent with the opening of a new regional banking center
in Erie County, located in Williamsville, New York. As a result of these transactions and organic growth, the Corporation had $2.776 billion in consolidated
assets, $2.071 billion in loans, $2.397 billion in deposits, and $215.3 million in shareholders’ equity as of December 31, 2024.
Growth Strategy
The Corporation’s growth strategy is to leverage its branch and digital network in current or new markets to build client relationships and grow loans and
deposits. Consistent with the Corporation’s community-banking model, and subject to market conditions, emphasis is placed on acquiring stable, low-cost
deposits, such as checking account deposits and other low interest-bearing deposits to fund high-quality loans. The Corporation evaluates potential acquisition
targets based on the economic viability of their markets, the degree to which they can be effectively integrated into the Corporation’s current operations, and
the degree to which they are accretive to capital and earnings.
Description of Business
The Corporation, through the Bank and CFS, 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 derives its income primarily from interest and fees on loans, interest 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.
In order to compete with other financial services companies, the Corporation relies upon personal relationships established with clients by its officers,
employees, and directors. The Corporation has maintained a strong community orientation by supporting the active participation of officers and employees in
local charitable, civic, school, religious, and community development activities. The Corporation believes that its emphasis on local relationship banking
together with a prudent approach to lending are important factors in its success and growth.
For additional information, including information concerning the results of operations of the Corporation and its subsidiaries, see Management's Discussion
and Analysis of Financial Condition and Results of Operations in Part II, Item 7. Other than as described above, there were no material changes in the manner
of doing business by the Corporation or its subsidiaries during the fiscal year ended December 31, 2024.
6
Lending Activities
Lending Strategy
The Corporation’s objective is to channel deposits gathered locally into high-quality, market-yielding loans without taking unacceptable credit and/or interest
rate risk. The Corporation seeks to have a diversified loan portfolio consisting of commercial and industrial loans, commercial mortgages, residential
mortgages, home equity lines of credit and home equity term loans, direct consumer loans, and indirect automobile loans. The Bank operates with a traditional
community bank model where the relationship manager possesses credit skills and is significantly involved in the credit decisions. This creates value since
clients and prospects know they are dealing with a decision maker.
Lending Authority
The Board of Directors establishes the lending policies, underwriting standards, and loan approval limits of the Bank. In accordance with those policies, the
Board of Directors has designated certain officers to consider and approve loans within their designated authority. These officers exercise substantial authority
over credit and pricing decisions, subject to Corporate loan committee approval for larger credits. The Bank recognizes that exceptions to the lending policies
may occasionally occur and has established procedures for approving exceptions to these policies.
In underwriting loans, primary emphasis is placed on the borrower’s financial condition, including ability to generate cash flow to support the debt and other
cash expenses. In addition, substantial consideration is given to collateral value and marketability as well as the borrower’s character, reputation and other
relevant factors. Interest rates charged by the Bank vary with degree of risk, type, size, complexity, repricing frequency, and other relevant factors associated
with the loans. Competition from other financial services companies also impacts interest rates charged on loans.
The Corporation has also implemented reporting systems to monitor loan originations, loan quality, concentration of credit, loan delinquencies, non-performing
loans, and potential problem loans.
Lending Segments
The Bank segments its loan portfolio into the following major lending categories: (i) commercial and industrial, (ii) commercial mortgages, (iii) residential
mortgages, and (iv) consumer loans.
Commercial and industrial loans primarily consist of loans to small and mid-sized businesses in the Bank's market areas in a diverse range of industries. These
loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Further,
the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value. The credit risk related to commercial loans
is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, and they, therefore, pose higher
potential losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties and/or the
businesses occupying the properties, as well as on the collateral securing the loan. Economic events or conditions in real estate markets could have an adverse
impact on the cash flows generated by properties securing the Bank’s commercial real estate loans and on the value of such properties.
The Bank offers interest rate swaps to certain larger commercial mortgage borrowers. These swaps allow the Bank to originate a mortgage based on short-term
SOFR rates and allow the borrower to swap into a longer term fixed rate. The Bank enters into mirroring swaps with a Domestic Systemically Important Bank
(D-SIBs) to manage it's interest rate risk. The swap agreements are free-standing derivatives and are recorded at fair value in the Bank's Consolidated Balance
Sheets.
The Bank offers fixed-rate and adjustable-rate residential mortgage loans to individuals with maturities of up to 30 years that are fully amortizing with monthly
loan payments. Mortgages are generally underwritten according to U.S. government sponsored enterprise guidelines designated as "A" or "A-" and referred to
as "conforming loans." The Bank also originates jumbo loans above conforming loan amounts which generally are consistent with secondary market guidelines
for these loans; however, these are typically held for investment. The Bank does not offer a subprime mortgage lending program. The Bank's secondary market
lending is generally sold on a servicing-retained basis. Residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment
from his or her employment and other income, and are secured by real property whose value tends to be more easily ascertainable. Credit risk for these types of
loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral.
7
The consumer loan segment includes home equity lines of credit and home equity loans, which exhibit many of the same risk characteristics as residential
mortgages. Indirect and other consumer loans may entail greater credit risk than residential mortgage and home equity loans, particularly in the case of other
consumer loans which are unsecured or, in the case of indirect consumer loans, secured by depreciable assets, such as automobiles, recreational vehicles, or
boats. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan
balance. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, thus are more likely to be affected by adverse
personal circumstances such as job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including
bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
Funding Activities
Funding Strategy
The Corporation’s deposit strategy is to fund the Bank, subject to market conditions, with stable, low-cost deposits, primarily checking account deposits and
low interest-bearing deposit accounts. In the current environment, the Corporation supplemented this strategy with certificate of deposit campaigns. 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. The Corporation also considers brokered deposits to be an element of its
deposit strategy and anticipates that it will continue the use of 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.
Funding Sources
The Corporation’s primary sources of funds are deposits, principal and interest payments on loans and securities, borrowings, and funds generated from
operations of the Bank. The Bank also has access to advances from the FHLBNY, other financial institutions, and the FRBNY. Contractual loan and securities
payments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market
interest rates and economic conditions.
The Corporation considers core deposits, consisting of non interest-bearing and interest-bearing checking accounts, savings accounts, and insured money
market deposits, to be a significant component of its deposits. The Corporation monitors the activity on these core deposits and, based on historical experience
and pricing strategy, believes it will continue to retain a large portion of such accounts. The Bank is currently not limited with respect to the rates that it may
offer on deposit products. The Bank believes it is competitive in the types of accounts and interest rates it has offered on its deposit products. The Bank
regularly evaluates the internal cost of funds, surveys rates offered by competitors, reviews cash flow requirements for lending and liquidity, and executes rate
changes when necessary as part of its asset/liability management, profitability and growth strategies.
The flow of deposits is influenced significantly by general economic conditions, changes in prevailing interest rates and competition. The Bank’s deposits are
obtained predominantly from the areas in which its retail offices are located. The Bank relies primarily on customer service, digital product offerings, long-
standing relationships and other banking services, including loans and wealth management services, to attract and retain these deposits. However, market
interest rates and rates offered by competing financial institutions affect the Bank’s ability to attract and retain deposits. The Bank utilizes a combination of
digital and traditional media, including print, television, and radio, when advertising its deposit and lending products.
Investment Activities
The general objective of the Bank's investment portfolio is to provide liquidity when loan demand is high, and to absorb excess funds when demand is low. The
securities portfolio also provides a medium for certain interest rate risk measures intended to maintain an appropriate balance between interest income from
loans and total interest income. The Bank only invests in high-quality investment-grade securities such as mortgage-backed securities and obligations of states
and political subdivisions. Investment decisions are made in accordance with the Bank's investment policy and include consideration of risk, return, duration,
and portfolio concentrations. The Bank utilizes its investment portfolio as the main source of collateral for its municipal depositors, allowing for excess
liquidity to fund loans.
8
Derivative Financial Instruments
The Bank offers interest rate swaps to commercial loan customers who wish to fix the interest rates on their loans, and the Bank matches these swaps using
offsetting swaps with Domestic Systemically Important Banks (D-SIBs). These swaps are considered free standing derivatives and are carried at fair value on
the Consolidated Balance Sheets, with gains and losses recorded through other non-interest income. The swaps are not designated as hedging derivatives.
Additionally, the Bank participates in risk participation agreements with lead banks on commercial loans in which it participates. The Bank may receive an
upfront fee for participating in the credit exposure of the interest rate swap associated with the commercial loan in which it is a participant and the fee received
is recognized immediately in other non-interest income. The Bank is exposed to its share of the credit loss equal to the fair value of the interest rate swap in the
event of nonperformance by the counterparty of the interest rate swap.
The Bank has a policy for managing its derivative financial instruments, and the policy and program activity are overseen by the ALCO. Under the policy,
derivative financial instruments with counterparties, who are not customers, are limited to a Domestic Systemically Important Bank (D-SIB). Cash and/or
certain qualified securities are required to serve as collateral when exposures exceed $100 thousand, with a minimum collateral coverage of $150 thousand.
The credit worthiness of the customer is reviewed internally by the Bank's credit department.
Wealth Management Strategy
With $2.212 billion of assets under management or administration as of December 31, 2024, including $301.9 million of assets held under management or
administration for the Corporation, WMG is responsible for the largest component of the Corporation's non-interest income. Wealth management services
provided by the Bank include 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, pension, estate planning, and employee benefit administrative services. The
Corporation’s growth strategy also includes the acquisition of trust businesses to generate new sources of fee income.
Market Area and Competition
The Bank operates 30 branch offices located in 13 counties in New York and Bradford County in Pennsylvania. Bank branch offices operating under the
“Chemung Canal Trust Company” brand are located in the following New York counties: Chemung, Broome, Cayuga, Cortland, Schuyler, Seneca, Steuben,
Tioga and Tompkins, as well as in Bradford County, Pennsylvania. The Bank also operates under the names “Capital Bank, a division of Chemung Canal Trust
Company,” with branch offices in Albany, Saratoga, and Schenectady counties in New York, and “Canal Bank, a division of Chemung Canal Trust Company,”
with a branch office in Erie County, New York.
According to the FDIC's annual Summary of Deposits – Market Share Report as of June 30, 2024, the Bank held a majority of market deposits in Chemung
County, where it is headquartered, with 61.22% of total market deposits, which included the Bank’s $69.5 million in brokered deposits. Overall, the Bank's
legacy market, consisting of the counties operating under the Chemung Canal Trust Company brand as described in the preceding paragraph, comprised 13.0%
of the market's $14.7 billion in total deposits. The Bank's Capital Bank division and newly-established Canal Bank divisions comprised 1.97% and 0.01% of
their respective markets total deposits of $26.3 billion and $58.0 billion.
Albany, Saratoga, and Schenectady counties rely heavily on business related to New York State government activities, the nanotechnology industry, and
colleges located within these counties. The Capital region of New York has become a hub for both private and public investment in semiconductor-related
activity, recently highlighted by the announcement of a $10 billion partnership to establish the only publicly-owned EUV lithography research facility in North
America. Major partners in the initiative include Applied Materials, Micron, IBM, and Tokyo Electron, and the facility aims to compliment the existing
semiconductor supply chain presence of companies such as ASML and GlobalFoundries, as well as enhance the research capabilities of local universities such
as Rensselaer Polytechnic Institute and SUNY Polytechnic. Regeneron announced the purchase of a 1.1 million square foot site in Saratoga Springs, New York
for its warehouse and production support activities with the potential for other operations. Tompkins County is dominated by the presence of Cornell University
and Ithaca College. The world headquarters of Corning Incorporated, the region’s largest employer, is located in Steuben County. The remaining New York
counties have a combination of service, small manufacturing and tourism-related businesses, with colleges located in Broome, Chemung, and Cortland
counties. Bradford County's largest employers are a combination of service and small manufacturing businesses, along with the natural gas industry.
During 2021, the Corporation entered a new market in the Buffalo Metropolitan Area. After New York City, this region is the second largest population center
in New York State. Erie County has a diverse mix of industrial, light manufacturing, high technology and service-oriented private sector companies. The region
also has reliance on higher education with the University at Buffalo, Buffalo State University, as well as several private colleges. The region's largest employers
are affiliated with the healthcare industry, primarily located in the medical corridor, as well as financial institutions.
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Within all these market areas, the Bank encounters intense competition in the lending and deposit gathering aspects of its business from local, regional and
national commercial banks and thrift institutions, credit unions, and other providers of financial services such as brokerage firms, investment companies,
insurance companies, fintech, and internet banking entities. The Bank also competes with non-financial institutions, including retail stores and certain utilities
that maintain their own credit programs, as well as governmental agencies that make loans to certain borrowers. Many of these competitors are not subject to
regulation as extensive as that affecting the Bank and, as a result, may have a competitive advantage over the Bank in certain respects. This is particularly true
of credit unions because their pricing structure is not encumbered by the payment of income taxes and not subject to certain regulations such as CRA.
Similarly, the competition for the Bank's wealth management services is primarily from local offices of national brokerage firms, independent investment
advisors, national and regional banks, as well as internet based brokerage and advisory firms. The Bank operates full-service wealth management centers in
Chemung, Broome, and Albany counties in New York.
Human Capital Resources
In order to accomplish our mission to remain a strong financial-services organization and create value for shareholders, clients, employees and the communities
we serve, we must attract and retain the highest quality talent in each of our markets. We offer an inclusive, safe and healthy work environment, maintain the
highest standards of business ethics and provide opportunities for career development and advancement, along with a competitive benefits package.
Employee Profile
As of December 31, 2024 we employed 343 full-time equivalent employees in 30 locations in New York and Pennsylvania. None of our employees are
represented by any collective bargaining unit or is a party to a collective bargaining agreement. We believe our relationship with our employees to be good. As
of December 31, 2024 our workforce was 71% female and 29% male, and our average tenure was 8.0 years. Our Executive Management Team had an average
tenure of 12.5 years with the Corporation. We believe having a workforce that reflects the unique communities in which we operate is crucial for our ongoing
success.
Total Rewards
We offer a competitive total rewards package for all employees, including competitive base pay, incentive plans for all employees, a 401(k) match, a non-
discretionary company 401(k) contribution, health, dental, and vision insurance, life insurance, company contributions to a health savings account, paid time
off, family leave, flexible work schedules, tuition reimbursement, and the opportunity to volunteer in the community during work hours.
Health and Safety
The health, safety and well-being of our employees is paramount to the success of our business. In addition to our insurance offerings and leave programs, we
offer an employee assistance program, along with welfare programs, fitness reimbursement, and an on-site flu-shot clinic.
Talent
We believe investing in our employees not only helps with retention, but also keeps employees engaged and focused. We encourage all employees to join
career circles, find a mentor, apply for our leadership program, job shadow, participate in moderated employee discussions, and attend other trainings offered.
The success of our company depends on the success of our employees.
Available Information
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding the Corporation. In
addition, the Corporation maintains a corporate website at www.chemungcanal.com. The Corporation makes available free of charge through the Bank's
website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed with the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act. These items are available as soon as reasonably practicable after we electronically file or furnish such
material with the SEC. The contents of the Bank's website are not a part of this report. These materials are also available free of charge by written request to:
Kathleen S. McKillip, Corporate Secretary, Chemung Financial Corporation, One Chemung Canal Plaza, Elmira, NY 14901.
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Supervision, Regulation, and Evaluation
The Corporation and the Bank are subject to comprehensive regulation, supervision, and examination by regulatory authorities. Numerous statutes and
regulations apply to the Corporation’s and, to a greater extent, the Bank’s operations, including required reserves, investments, loans, deposits, issuances of
securities, payments of dividends, and establishment of branches. Set forth below is a brief description of some of these laws and regulations. The description
does not purport to be complete, and is qualified in its entirety by reference to the text of the applicable laws and regulations.
The Corporation
Bank Holding Company Act
The Corporation is a bank holding company registered with, and subject to regulation and evaluation by, the FRB pursuant to the BHCA, as amended. The FRB
regulates and requires the filing of reports describing the activities of bank holding companies, and conducts periodic examinations to test compliance with
applicable regulatory requirements. The FRB has enforcement authority over bank holding companies, including, among other things, the ability to assess civil
money penalties, to issue cease and desist or removal orders, and to require a bank holding company to divest subsidiaries.
The Corporation generally may engage in the activities permissible for a bank holding company, which includes banking, managing or controlling banks,
performing certain servicing activities for subsidiaries, and engaging in other activities that the FRB has determined to be so closely related to banking as to be
a proper incident thereto, as set forth in FRB Regulation Y. As the Corporation has elected financial holding company status, it may also engage in a broader
range of activities that are determined by the FRB and the Secretary of the Treasury to be financial in nature or incidental to financial activities or, with the
prior approval of the FRB, activities that are determined by the FRB to be complementary to a financial activity and that do not pose a substantial risk to the
safety and soundness of depository institutions or the financial system generally.
The BHCA prohibits a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, or
increasing such ownership or control of any bank, without the prior approval of the FRB.
Interstate Banking and Branching
Under the Riegle-Neal Act, subject to certain concentration limits and other requirements, adequately capitalized bank holding companies, such as the
Corporation, are permitted to acquire banks and bank holding companies located in any state. Any bank that is a subsidiary of a bank holding company is
permitted to receive deposits, renew time deposits, close loans, service loans, and receive loan payments as an agent for any other bank subsidiary of that bank
holding company. Subject to certain conditions, banks are permitted to acquire branch offices outside of their home states by merging with out-of-state banks,
purchasing branches in other states, and establishing de novo branch offices in other states.
In April 2008, banking regulators in the states of New Jersey, New York, and Pennsylvania entered into a Memorandum of Understanding (the "Interstate
MOU") to clarify their respective roles, as home and host state regulators, regarding interstate branching activity on a regional basis pursuant to the Riegle-
Neal Amendments Act of 1997. The Interstate MOU established the regulatory responsibilities of the respective state banking regulators regarding bank
regulatory examinations and is intended to reduce the regulatory burden on state-chartered banks branching within the region by elimination of duplicative host
state compliance exams.
Under the Interstate MOU, the activities of branches the Bank established in Pennsylvania would be governed by New York state law to the same extent that
the Federal law governs the activities of the branch of an out-of-state national bank in such host states. Issues regarding whether a particular host state law is
preempted are to be determined in the first instance by the NYSDFS. In the event that the NYSDFS and the applicable host state regulator disagree regarding
whether a particular host state law is pre-empted, the NYSDFS and the applicable host state regulator would use their reasonable best efforts to consider all
points of view to resolve the disagreement.
New York Law
The Corporation is organized under New York law and is subject to the New York Business Corporation Law, which governs the rights and obligations of
directors and shareholders and other corporate matters.
The Corporation is also a bank holding company as defined in the New York Banking Law by virtue of its ownership and control of the Bank. Generally, this
means that the NYSDFS must approve the Corporation’s acquisition of control of other banking institutions and similar transactions.
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Federal Securities Law
The Corporation is subject to the information, reporting, proxy solicitation, insider trading, and other rules contained in the Exchange Act, the disclosure
requirements of the Securities Act and the regulations of the SEC thereunder. In addition, the Corporation must comply with the corporate governance and
listing standards of the Nasdaq Stock Market to maintain the listing of its common stock on the exchange. These standards include rules relating to a listed
company's board of directors, audit committees and independent director oversight of executive compensation, the director nomination process, a code of
conduct and shareholder meetings.
The SEC has adopted certain proxy disclosure rules regarding executive compensation and corporate governance, with which the Corporation must comply.
They include: (i) disclosure of total compensation of key officers of the Corporation, including disclosure of restricted and unrestricted stock awards
compensation; (ii) disclosure regarding any potential conflict of interest of any compensation consultants of the Corporation; (iii) disclosure regarding audit
and compensation committee independence and experience, qualifications, skills and diversity of its directors and any director nominees; (iv) “say-on-pay”
disclosure; (v) pay vs. performance disclosure; and (vi) information relating to the leadership structure of the Corporation’s Board of Directors and the Board of
Directors' role in the risk management process. In October 2022, the SEC adopted a final rule implementing the incentive-based compensation recovery
(“clawback”) provisions of the Dodd-Frank Act. The final rule directed national securities exchanges, including Nasdaq, to require listed companies to develop
and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a
required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their
clawback policies and any actions taken under these policies. Nasdaq amended its proposed listing standards relating to clawbacks to provide that listed
companies had until December 1, 2023 to adopt a compliant clawback policy. The Corporation met such requirement.
Sarbanes-Oxley
The Corporation is also subject to Sarbanes-Oxley. Sarbanes-Oxley established laws affecting public companies’ corporate governance, accounting obligations,
and corporate reporting by: (i) creating a federal accounting oversight body; (ii) revamping auditor independence rules; (iii) enacting corporate responsibility
and governance measures; (iv) enhancing disclosures by public companies, their directors, and their executive officers; (v) strengthening the powers and
resources of the SEC; and (vi) imposing criminal and civil penalties for securities fraud and related wrongful conduct.
The SEC has adopted regulations under Sarbanes-Oxley, including: (i) executive compensation disclosure rules; (ii) standards of independence for directors
who serve on the Corporation’s audit committee; (iii) disclosure requirements as to whether at least one member of the Corporation’s audit committee qualifies
as a “financial expert” as defined in SEC regulations; (iv) whether the Corporation has adopted a code of ethics applicable to its chief executive officer, chief
financial officer, or those persons performing similar functions; (v) and disclosure requirements regarding the operations of Board of Directors' nominating
committees and the means, if any, by which security holders may communicate with directors.
Support of Subsidiary Banks
The Dodd-Frank Act, discussed in the section of this document entitled “Additional Important Legislation and Regulation,” codifies the FRB’s long-standing
policy of requiring bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Accordingly, the Corporation is
expected to commit resources to support its banking subsidiaries, including at times when it may not be advantageous for the Corporation to do so.
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Capital Distributions
A bank holding company is generally required to give the FRB prior written notice of any purchase or redemption of then outstanding equity securities if the
gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding
12 months, is equal to 10% or more of the company’s consolidated net worth. The FRB may disapprove such a purchase or redemption if it determines that the
proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, FRB order or directive, or any condition imposed by, or written
agreement with, the FRB. There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions.
The FRB has issued a policy statement regarding capital distributions, including dividends, by bank holding companies. In general, the FRB’s policies provide
that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent
with the organization’s capital needs, asset quality, and overall financial condition. Under applicable laws, the ability of a bank holding company to pay
dividends may be restricted if a subsidiary bank becomes undercapitalized. In addition, the FRB has issued guidance which requires consultation with the
agency prior to a bank holding company’s payment of dividends or repurchase or redemption of its stock under certain circumstances. These regulatory policies
could affect the ability of the Corporation to pay dividends, repurchase its stock, or otherwise engage in capital distributions.
The Bank
General
The Bank is a commercial bank chartered under the laws of New York State and is supervised by the NYSDFS. The Bank also is a member bank of the FRB
and, therefore, the FRBNY serves as its primary federal regulator. The FDIC insures the Bank’s deposit accounts up to applicable limits. The Bank must file
reports with the FFIEC, the FRB and the FDIC concerning its activities and financial condition and must obtain regulatory approval before commencing certain
activities or engaging in transactions such as mergers and other business combinations or the establishment, closing, purchase, or sale of branch offices. This
structure gives the regulatory authorities extensive discretion in the enforcement of laws and regulations and the supervision of the Bank.
Loans to One Borrower
The Bank generally may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. Up
to an additional 10% of unimpaired capital and surplus can be lent if the additional amount is fully secured by certain readily marketable collateral. As of
December 31, 2024, the Bank’s legal lending limit on loans to one borrower was $41.2 million for loans not fully secured by readily marketable collateral and
$45.3 million for loans secured by readily marketable collateral. The Bank’s internal limit on loans is set at $15.0 million. As of December 31, 2024, the Bank
did not have any loans or agreements to extend credit to a single or related group of borrowers in excess of its legal lending limit.
Branching
Subject to the approval of the NYSDFS and FRB, New York-chartered member commercial banks may establish branch offices anywhere within New York
State, except in communities having populations of less than 50,000 inhabitants in which another New York-chartered commercial bank or a national bank has
its principal office. Additionally, under the Dodd-Frank Act, state-chartered banks may generally branch into other states to the same extent as commercial
banks chartered under the laws of that state may branch.
Payment of Dividends
The Bank is subject to substantial regulatory restrictions affecting its ability to pay dividends to the Corporation. Under FRB and NYSDFS regulations, the
Bank may not pay a dividend without prior approval of the FRB and the NYSDFS if the total amount of all dividends declared during such calendar year,
including the proposed dividend, exceeds the sum of its retained net income to date during the calendar year and its retained net income over the preceding two
calendar years. As of December 31, 2024, approximately $62.2 million was available for the payment of dividends by the Bank to the Corporation without
prior approval. The Bank's ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. As of December 31,
2024, the Bank was in compliance with these requirements.
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Standards for Safety and Soundness
The FRB has adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to capital adequacy, asset
quality, management, earnings performance, liquidity levels and funds management practices, sensitivity to market risk, and overall risk management
practices. In evaluating these safety and soundness standards, the FRB considers internal controls and information systems, internal audit systems, loan
documentation, credit underwriting, exposure to changes in interest rates, asset growth, compensation, fees, and benefits, cybersecurity practices and
compliance with applicable rules and regulations. In general, the guidelines require appropriate systems and practices to identify, measure, manage, and
monitor the risks and exposures specified in the guidelines. The FRB may order an institution that has been given notice that it is not satisfying these safety and
soundness standards to submit a compliance plan, and if an institution fails to do so, the FRB must issue an order directing action to correct the deficiency and
may issue an order directing other action. If an institution fails to comply with such an order, the FRB may seek to enforce such order in judicial proceedings
and to impose civil money penalties.
Real Estate Lending Standards
The FRB has adopted guidelines that generally require each FRB state member bank to establish and maintain written internal real estate lending standards that
are consistent with safe and sound banking practices and appropriate to the size of the bank and the nature and scope of its real estate lending activities. The
standards also must be consistent with accompanying FRB guidelines, which include loan-to-value ratios for the different types of real estate loans.
Transactions with Related Parties
The Federal Reserve Act governs transactions between the Bank and its affiliates, specifically the Corporation, and CFS. In general, an affiliate of the Bank is
any company that controls, is controlled by, or is under common control with the Bank. Generally, the Federal Reserve Act limits the extent to which the Bank
or its subsidiaries may engage in “covered transactions” with any one affiliate to 10% of the Bank’s capital stock and surplus, and contains an aggregate limit
of 20% of capital stock and surplus for covered transactions with all affiliates. Covered transactions include loans, asset purchases, the issuance of guarantees,
and similar transactions. Certain transactions must be collateralized according to the requirements of the statute. In addition, all covered transactions and other
transactions between the Bank and its affiliates must be on terms and conditions that are substantially the same as, or at least as favorable to, the Bank.
Section 22(h) of the Federal Reserve Act and its implementing Regulation O restricts a bank's loans to its directors, executive officers, and principal
stockholders ("Insiders"). Loans to Insiders (and their related entities) may not exceed, together with all other outstanding loans to such persons and affiliated
entities, the Bank's total capital and surplus. Loans to Insiders above specified amounts must receive the prior approval of the Bank's Board of Directors. The
loans must be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for
comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features, except
that such Insiders may receive preferential loans made under a benefit or compensation program that is widely available to the Bank's employees and does not
give preference to the Insider over the employees. Loans to executive officers are subject to additional restrictions on the types and amounts of permissible
loans.
Deposit Insurance
The FDIC insures the deposits of the Bank up to regulatory limits and the deposits are subject to the deposit insurance premium assessments of the DIF. The
FDIC currently maintains a risk-based assessment system under which assessment rates vary based on the level of risk posed by the institution to the DIF.
Therefore, the assessment rate may change if any of these measurements change.
For institutions of the Bank’s asset size, the FDIC operates a risk-based premium system that determines assessment rates from financial modeling designed to
estimate the probability of the bank’s failure over a three-year period. The FDIC has authority to increase insurance assessments. As of December 31, 2024,
assessment rates for institutions of the Bank’s size ranged from 3.5 to 32 basis points. The FDIC may also issue special assessments.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound
condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed in writing. Management of the Bank does not
know of any practice, condition, or violation that may lead to termination of the Bank’s deposit insurance.
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Regulatory Capital Requirements
Federal regulations require banks to meet certain minimum capital standards. The minimum capital standards consist of a common equity Tier 1 (“CET1”)
capital ratio of 4.5% of risk-weighted assets, a uniform leverage ratio of 4%, a Tier 1 capital ratio of 6% of risk-weighted assets, and a total capital ratio of 8%
of risk-weighted assets. In order to be considered well-capitalized, the Bank must have a CET1 ratio of 6.5%, a Tier 1 ratio of 8%, a total risk-based capital
ratio of 10% and a leverage ratio of 5%. The regulatory standards require unrealized gains and losses on certain “available for sale” securities holdings to be
included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. The Bank has exercised this one-time opt-out and therefore
excluded unrealized gains and losses on certain “available-for-sale” securities holdings for purposes of calculating regulatory capital. Additional restraints are
also imposed on the inclusion in regulatory capital of mortgage-servicing assets, deferred tax assets and minority interests.
Common equity Tier 1 capital is generally defined as common stockholders’ equity, including retained earnings but excluding accumulated other
comprehensive income. Tier 1 capital is generally defined as Common equity Tier 1 capital and Additional Tier 1 capital. Additional Tier 1 capital generally
includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital
includes Tier 1 capital and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specific requirements, and may include
cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock. Also
included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions like the Bank that have
exercised an opt-out election regarding the treatment of accumulated other comprehensive income (AOCI), up to 45% of net unrealized gains on available-for-
sale equity securities with readily determinable fair market values. Additionally, a bank that retains credit risk in connection with an asset sale may be required
to maintain additional regulatory capital because of the recourse back to the bank. In assessing an institution’s capital adequacy, the federal regulators,
including the FRB with respect to a state member bank such as the Bank, take into consideration not only these numeric factors but also qualitative factors as
well and has the authority to establish higher capital requirements for individual institutions where necessary.
In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor assigned by
federal regulations based on the risks believed inherent in the type of asset. The capital requirements assign a higher risk weight to asset categories believed to
present a great risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to
prudently underwritten first lien one to four family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight
of 150% is assigned to certain past due loans and a risk weight of between 0% and 600% is assigned to permissible equity interests, depending on certain
specified factors.
The regulations limit a banking organization’s capital distributions and certain discretionary bonus payments to executives if the banking organization does not
hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its
minimum risk-based capital requirements.
The Corporation is not 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.
In assessing a state member bank’s capital adequacy, the FRB takes into consideration not only these numeric factors but also qualitative factors, and has the
authority to establish higher capital requirements for individual banks where necessary. 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. The Bank, in accordance with its internal prudential standards, targets as its goal the maintenance of capital ratios which
exceed these minimum requirements and that are consistent with its risk profile. As of December 31, 2024, the Bank exceeded all regulatory capital ratios
necessary to be considered well capitalized.
On October 29, 2019, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance
Corporations (collectively, the "Federal Agencies") adopted a final rule (the "Final Rule") to simplify the regulatory capital requirements for eligible
community banks and holding companies that opt into the Community Bank Leverage Ratio ("CBLR") framework, as required by Section 201 of the
Economic Growth, Relief and Consumer Protection Act of 2018. Under the Final Rule, a depository institution or holding company that satisfies certain
qualifying criteria, including having less than $10 billion in average total consolidated assets and a leverage ratio of greater than 9%, would be considered a
"qualifying community banking organization" and may elect (but is not required) to use the CBLR framework. If this election is made, the qualifying
community banking organization would be considered to have satisfied the Federal Agencies' generally applicable risk-weighted and leverage capital
requirements (the "Basel III capital framework") and would be considered to be well-capitalized under the Federal Agencies' prompt corrective action ("PCA")
rules. Under the CBLR framework, a qualifying community banking organization would satisfy the regulatory capital requirements by
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calculating and reporting a single leverage ratio, i.e., the CBLR, which would require significantly less data than needed to calculate the capital ratios, under
the Basel III capital framework and eliminate the time consuming need to risk-weight assets. The Final Rule took effect on January 1, 2020. As of
December 31, 2024, the Bank has not elected to use the community bank leverage ratio.
Prompt Corrective Action
The FDIA requires the federal banking agencies to resolve the problems of insured banks at the least possible loss to the DIF. The FRB has adopted prompt
corrective action regulations to carry out this statutory mandate. The FRB’s regulations authorize, and in some situations, require, the FRB to take certain
supervisory actions against undercapitalized state member banks, including the imposition of restrictions on asset growth and other forms of expansion. The
prompt corrective action regulations place state member banks in one of the following five categories based on the bank’s capital:
• well-capitalized (at least 5% leverage capital, 6.5% common equity Tier 1 risk-based capital, 8% Tier 1 risk-based capital and 10% total risk-based
capital);
• adequately capitalized (at least 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based
capital);
• undercapitalized (less than 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital or 8% total risk-based capital);
• significantly undercapitalized (less than 3% leverage capital, 3% common equity Tier 1 risk-based capital, 4% Tier 1 risk-based capital or 6% total risk-
based capital); and
• critically undercapitalized (less than 2% tangible capital).
As an institution’s capital decreases within the three undercapitalized categories listed above, the severity of the action that is authorized or required to be taken
by the FRB for state member banks under the prompt corrective action regulations increases. All banks are prohibited from paying dividends or other capital
distributions or paying management fees to any controlling person if, following such distribution, the bank would be undercapitalized. The FRB is required to
monitor closely the condition of an undercapitalized institution and to restrict the growth of its assets.
An undercapitalized state member bank is required to file a capital restoration plan with the FRB within 45 days (or other timeframe prescribed by the FRB) of
the date the bank receives notice that it is within any of the three undercapitalized categories, and the plan must be guaranteed by its parent holding company,
subject to a cap on the guarantee that is the lesser of: (i) an amount equal to 5.0% of the bank’s total assets at the time it was notified that it became
undercapitalized; and (ii) the amount that is necessary to restore the bank’s capital ratios to the levels required to be classified as “adequately classified,” as
those ratios and levels are defined as of the time the bank failed to comply with the plan. If the bank fails to submit an acceptable plan, it is treated as if it were
“significantly undercapitalized.” Banks that are significantly or critically undercapitalized are subject to a wider range of regulatory requirements and
restrictions including, with respect to critically undercapitalized status, the appointment of a receiver or conservator within specified periods of time.
The NYSDFS possesses enforcement power over New York State-chartered banks pursuant to New York law. This includes authority to order a New York State
bank to, among other things, cease an apparent violation of law, discontinue unauthorized or unsafe banking practices or maintain prescribed books and
accounts. Such orders are enforceable by financial penalties. Upon a finding by the NYSDFS that a bank director or officer has violated any law or regulation
or continued unauthorized or unsafe practices in conducting its business after having been notified by the NYSDFS to discontinue such violation or practices,
such director or officer may be removed from office after notice and an opportunity to be heard. The NYSDFS also has authority to appoint a conservator or
receiver (which may be the FDIC) for a bank under certain circumstances.
Under federal law, the FRB possesses authority to bring enforcement actions against member banks and their ‘‘institution-affiliated parties,’’ including
directors, officers, employees and, under certain circumstances, a stockholder, attorney, appraiser or accountant. Such enforcement action can occur for matters
such as failure to comply with applicable law or regulations or engaging in unsafe or unsound banking practices. Possible enforcement actions range from an
informal measure, such as a memorandum of understanding, to formal actions, such as a written agreement, cease and desist order, civil money penalty, capital
directive, removal of directors or officers or the appointment of a conservator or receiver. The FRB also possesses authority to bring enforcement actions
against bank holding companies, their nonbanking subsidiaries and their “institution-affiliated parties.”
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Federal Home Loan Bank
The Bank is a member of the FHLBNY, which provides a central credit facility primarily for member institutions for home mortgage and neighborhood
lending. The Bank is subject to the rules and requirements of the FHLBNY, including the requirement for the Bank to acquire and hold shares of capital stock
in the FHLBNY. The Bank was in compliance with the rules and requirements of the FHLBNY as of December 31, 2024.
Community Reinvestment Act
Under the federal CRA, the Bank, consistent with its safe and sound operation, must help meet the credit needs of its entire community, including low and
moderate income neighborhoods. The FRBNY and NYSDFS periodically assess the Bank's compliance with CRA requirements. The Bank received a
“satisfactory” rating for CRA on its last performance evaluations which were conducted by the NYSDFS as of March 31, 2023, and the FRB as of September
25, 2023. On October 24, 2023, the FRB issued a final rule to strengthen and modernize the federal CRA regulations. Under the final rule, banks with assets of
at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The FRB will evaluate large banks under four performance
tests: the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services
Test. As of March, 2024, a preliminary injunction was granted by a federal court, effectively staying the implementation of the CRA Final Rule due to a lawsuit
filed by several banking and trade associations.
Fair Lending and Consumer Protection Laws
The Bank must also comply with the federal Equal Credit Opportunity Act and the New York Executive Law 296-a, which prohibit creditors from
discrimination in their lending practices on bases specified in these statutes. In addition, the Bank is subject to a number of federal statutes and regulations
implementing them, which are designed to protect the general public, borrowers, depositors, and other customers of depository institutions. These include the
Bank Secrecy Act, the Truth in Lending Act, the Home Ownership and Equity Protection Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the
Fair Housing Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfers Act, the Fair Credit Reporting Act, the Right to Financial Privacy
Act, the Expedited Funds Availability Act, the Flood Disaster Protection Act, the Fair Debt Collection Practices Act, Helping Families Save Their Homes Act,
and the Consumer Protection for Depository Institutions Sales of Insurance regulation. The FRB and, in some instances, other regulators, including the U.S.
Department of Justice, the FTC, the CFPB and state Attorneys General, may take enforcement action against institutions that fail to comply with these laws.
Prohibitions against Tying Arrangements
Subject to some exceptions, regulations under the BHCA and the Federal Reserve Act prohibits banks from extending credit to or offering any other service, or
fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the bank or its
affiliates or not obtain services of a competitor of the bank.
Privacy Regulations
Regulations under the Federal Reserve Act generally require the Bank to disclose its privacy policy. The policy must identify with whom the Bank shares its
customers’ “nonpublic personal information,” at the time of establishing the customer relationship and annually thereafter. In addition, the Bank must provide
its customers with the ability to “opt out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or
access codes to non-affiliated third parties for marketing purposes. The Bank’s privacy policy complies with Federal Reserve Act regulations.
The USA PATRIOT Act
The Bank is subject to the USA PATRIOT Act, which gives the federal government powers to address terrorist threats through enhanced domestic security
measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. The USA PATRIOT Act imposes
affirmative obligations on financial institutions, including the Bank, to establish anti-money laundering programs which require: (i) the establishment of
internal policies, procedures, and controls; (ii) the designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; (iv)
an independent audit function to test the anti-money laundering program; and (v) due diligence of customers using a risk-based approach. The FRB must
consider the Bank’s effectiveness in combating money laundering when ruling on merger and other applications.
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CFS
CFS is subject to supervision by other regulatory authorities as determined by the activities in which it is engaged. Insurance activities are supervised by the
NYSDFS and Pennsylvania Insurance Department, and brokerage activities are subject to supervision by the SEC and FINRA.
Additional Important Legislation and Regulation
The Regulatory Relief Act
On May 24, 2018, the Regulatory Relief Act was enacted, which repeals or modifies certain provisions of the Dodd-Frank Act and eases regulations on all but
the largest banks. The Regulatory Relief Act’s provisions include, among other things: (i) exempting banks with less than $10 billion in assets from the ability-
to-repay requirements for certain qualified residential mortgage loans held in portfolio; (ii) allows usage of Uniform Standards of Professional Appraisal
Practice (USPAP) compliant evaluations for certain transactions valued at less than $400,000 in rural areas instead of appraisals, providing specific criteria are
met; (iii) exempting banks that originate fewer than 500 open-end and 500 closed-end mortgages from HMDA’s expanded data disclosures; (iv) clarifying that,
subject to various conditions, reciprocal deposits of another depository institution obtained using a deposit broker 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; (v) raising
eligibility for the 18-month exam cycle from $1 billion to banks with $3 billion in assets; (vi) allowing qualifying federal savings banks to elect to operate with
National Bank powers; and (vii) simplifying capital calculations by requiring regulators to establish for institutions under $10 billion in assets a community
bank leverage ratio at a percentage not less than 8% and not greater than 10% that such institutions may elect to replace the general applicable risk-based
capital requirements for determining well-capitalized status.
The Dodd-Frank Act
The Dodd-Frank Act, enacted on July 21, 2010, 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. Among other things, the Dodd-Frank Act (i) created
the Consumer Financial Protection Bureau as an independent bureau to assume responsibility for the implementation of the federal financial consumer
protection and fair lending laws and regulations, a function previously assigned to prudential regulators; (although institutions of less than $10 billion in assets
continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the primary enforcement
authority of their primary federal bank regulator rather than the Consumer Financial Protection Bureau); (ii) directed changes in the way that institutions are
assessed for deposit insurance; (iii) as discussed under “Regulatory Capital Requirements,” mandated the revision of regulatory capital requirements; (iv)
codified the FRB’s long-standing policy that a bank holding company must serve as a source of financial and managerial strength for its subsidiary banks; (v)
required regulations requiring originators of certain securitized loans to retain a percentage of the risk for the transferred loans; (vi) stipulated regulatory rate-
setting for certain debit card interchange fees; (vii) repealed restrictions on the payment of interest on commercial demand deposits; (viii) enacted the so-called
Volcker Rule, which generally prohibits banking organizations from engaging in proprietary trading and from investing in, sponsoring or having certain
relationships with hedge funds; (ix) contained a number of reforms related to mortgage originations; and (x) as discussed under “Federal Securities Law,”
enacted certain proxy disclosures regarding executive compensation and corporate governance.
Cybersecurity
The NYSDFS requires New York chartered banks to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and
soundness of the bank. NYSDFS requires regulated financial institutions to establish a cybersecurity program; designed to protect the confidentiality, integrity
and availability of its Information Systems; implement and maintain a written policy or policies setting forth its policies and procedures for the protection of its
systems and Nonpublic Information stored on those systems; designate a Chief Information Security Officer responsible for implementing, overseeing, and
enforcing its program and policy; and have policies and procedures designed to ensure the security of information systems and nonpublic information
accessible to, or held by Third Party Service Providers.
In November, 2023, the NYSDFS finalized amendments to its cybersecurity regulations that represent a significant update to the regulation of cybersecurity
practices. The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors, (ii)
enhanced requirements for privileged accounts, (iii) enhanced notification obligations, (iv) expansion of cyber governance practices, and (v) additional
cybersecurity requirements for larger companies.
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Banking organizations are required to notify their primary federal regulator as soon as possible and no later than 36 hours of determining that a “computer-
security incident” that arises to the level of a “notification incident” has occurred. A notification incident is a “computer-security incident” that has materially
disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its
customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. Bank service providers are
also required to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has
experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for
four or more hours.
Gramm-Leach-Bliley Act
Under the privacy and data security provisions of the Financial Modernization Act of 1999, also known as the GLB Act, and rules promulgated thereunder, all
financial institutions, including the Corporation, the Bank and CFS are required to establish policies and procedures to restrict the sharing of nonpublic
customer data with nonaffiliated parties at the customer's request and to protect customer data from unauthorized access. In addition, the FCRA, as amended by
the FACT Act, includes many provisions affecting the Corporation, Bank, and/or CFS including provisions concerning obtaining consumer reports, furnishing
information to consumer reporting agencies, maintaining a program to prevent identity theft, sharing of certain information among affiliated companies, and
other provisions. For instance, the FCRA requires persons subject to the FCRA to notify their customers if they report negative information about them to a
credit bureau or if they are granted credit on terms less favorable than those generally available. The FRB and the FTC have extensive rulemaking authority
under the FACT Act, and the Corporation and the Bank are subject to the rules that have been promulgated by the FRB and FTC thereunder, including recent
rules regarding limitations on affiliate marketing and implementation of programs to identify, detect and mitigate the risk of identity theft through red flags.
The GLB Act and the FCRA also impose requirements regarding data security and the safeguarding of customer information. The Bank is subject to the
Security Guidelines, which implement section 501(b) of the GLB Act and section 216 of the FACT Act. The Security Guidelines establish standards relating to
administrative, technical, and physical safeguards to ensure the security, confidentiality, integrity, and the proper disposal of customer information.
The Corporation has developed policies and procedures for itself and its subsidiaries to maintain compliance with all privacy, information sharing and
notification provisions of the GLB Act and the FCRA.
ITEM 1A. RISK FACTORS
The Corporation’s business is subject to many risks and uncertainties. Although the Corporation seeks ways to manage these risks and develop programs to
control those that management can control, the Corporation ultimately cannot predict the extent to which these risks and uncertainties could affect the
Corporation's results. Actual results may differ materially from management's expectations. The following discussion sets forth what the Corporation currently
believes could be the most significant factors of which it is currently aware that could affect the Corporation's business, results of operations or financial
condition. You should consider all of the following risks together with all of the other information in this Annual Report on Form 10-K.
Risks Related to Lending
Economic conditions may adversely affect the Corporation’s financial performance.
The Corporation's businesses and results of operation are affected by the financial markets and general economic conditions in the United States, and
particularly to adverse conditions in New York and Pennsylvania. Key economic factors affecting the Corporation include the level and volatility of short-term
and long-term interest rates, inflation, tariffs, home prices, unemployment and under-employment levels, bankruptcies, household income, consumer spending,
fluctuations in both debt and equity capital markets and currencies, liquidity of the financial markets, the availability and the cost of capital and credit, investor
sentiment, confidence in the financial markets, and the sustainability of economic growth. The deterioration of any of these conditions could adversely affect
the Corporation's consumer and commercial businesses, its securities and derivatives portfolios, its level of charge-offs and provision for credit losses, the
carrying value of the Corporation's deferred tax assets, its capital levels and liquidity, and the Corporation's results of operations.
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A decline or prolonged weakness in business and economic conditions generally or specifically in the principal markets in which the Corporation does business
could have one or more of the following adverse effects on the Corporation’s business:
i.
a decrease in the demand for loans and other products and services;
ii.
a decrease in the value of the Corporation’s loans or other assets secured by consumer or commercial real estate;
iii. an impairment of certain of the Corporation’s intangible assets, such as goodwill; and
iv. an increase in the number of borrowers and counter-parties who become delinquent, file for protection under bankruptcy laws or default on their loans
or other obligations to the Corporation.
Additionally, in light of economic conditions, the Corporation’s ability to assess the creditworthiness of its customers may be impaired if the models and
approaches that it uses to select, manage, and underwrite loans become less predictive of future behaviors. Further, competition in the Corporation’s industry
may intensify as a result of consolidation of financial services companies in response to adverse market conditions and the Corporation may face increased
regulatory scrutiny, which may increase its costs and limit its ability to pursue business opportunities.
Imposition of limits by bank regulators on commercial real estate lending activities could curtail the Corporation’s growth and adversely affect our
earnings.
In 2006, the Office of the Comptroller of the Currency, the FDIC, and the FRB (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in
Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending
limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied
commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300%
or more of an institution’s total risk-based capital, and outstanding balances of such loans has increased by 50% or more during the preceding 36 months. Non-
owner occupied commercial real estate loans represented 399.4% of Bank risk-based capital as of December 31, 2024 and outstanding balances of non-owner
occupied commercial real estate loans increased by 53.2% during the 36 months preceding December 31, 2024.
In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”). In the 2015
Statement, the Agencies, among other things, indicate the intent to continue “to pay special attention” to commercial real estate lending activities and
concentrations going forward. If the Bank’s regulators were to impose restrictions on the amount of such loans it can hold in its portfolio or require it to
implement additional compliance measures, for reasons noted above or otherwise, the Corporation’s earnings would be adversely affected as would earnings
per share.
Commercial real estate and commercial and industrial loans increase the Corporation’s exposure to credit risks.
As of December 31, 2024, the Corporation’s portfolio of commercial real estate and commercial and industrial loans totaled $1.517 billion or 73.2% of total
loans. The Corporation plans to continue to emphasize the origination of these types of loans, which generally expose the Corporation to a greater risk of
nonpayment and loss than residential real estate or consumer loans because repayment of commercial real estate and commercial and industrial loans often
depends on the successful operation and income stream of the borrower’s business. Additionally, such loans typically involve larger loan balances to single
borrowers or groups of related borrowers compared to residential real estate and consumer loans. Also, some of the Corporation’s borrowers have more than
one commercial loan outstanding. Consequently, an adverse development with respect to one loan or one credit relationship can expose the Corporation to a
significantly greater risk of loss compared to an adverse development with respect to residential real estate and consumer loans. In some instances, the
Corporation has originated unsecured commercial loans to certain high net worth individuals who are personally liable. This type of commercial loan has an
increased risk of loss if the Corporation is unable to collect repayment through legal action due to personal bankruptcy or other financial limitations of the
borrower. The Corporation targets its business lending and marketing strategy towards small to medium-sized businesses. These small to medium-sized
businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively
impact these businesses, the Corporation’s results of operations and financial condition may be adversely affected. Changes in occupancy trends resulting from
shifts in macroeconomic conditions could adversely impact our commercial borrowers, particularly in relation to borrowers with substantial office or retail-
specific exposures.
Loan participations may have a higher risk of loss than loans the Bank originates because the Bank is not the lead bank and has limited control over credit
monitoring.
The Corporation occasionally purchases commercial real estate and commercial and industrial loan participations secured by properties outside its market areas
in which the Bank is not the lead bank. The Corporation has purchased loan participations secured by various types of collateral such as real estate, equipment,
and other business assets located primarily in New York and Pennsylvania. Loan participations may have a higher risk of loss than loans the Bank originates
because we rely on the lead bank to monitor the performance of the loan. Moreover, our decisions regarding the classification of a loan participation and
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credit loss provisions associated with a loan participation are made in part based upon information provided by the lead bank. A lead bank also may not monitor
a participation loan in the same manner as we would for loans that the Bank originates. As of December 31, 2024, loan participation balances where the Bank is
not the lead bank totaled $168.2 million, or 8.1% of our loan portfolio. As of December 31, 2024, commercial and industrial loan participations outside our
market areas totaled $11.3 million, or 3.8% of the commercial and industrial loan portfolio, and commercial real estate loan participations outside our market
areas totaled $2.1 million, or 0.2% of the commercial real estate portfolio. If the Bank’s underwriting of these participation loans is not sufficient, our non-
performing loans may increase, negatively effecting our results of operations.
We are subject to environmental liability risk associated with lending activities.
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of
these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk
that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be
liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions
or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and
may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent
interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and
procedures to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to
detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a
material adverse effect on us.
The foreclosure process may adversely impact the Bank’s recoveries on non-performing loans.
The Judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateral. The longer
timelines have been the result of additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial
scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure. These reasons,
historical issues at the largest mortgage loan servicers, and the legal and regulatory responses have impacted the foreclosure process and completion time of
foreclosures for residential mortgage lenders. This may result in a material adverse effect on collateral values and the Corporation’s ability to minimize its
losses.
The Corporation's portfolio of indirect automobile lending exposes it to increased credit risks.
As of December 31, 2024, $178.1 million, or 8.5% of our total loan portfolio, consisted of automobile loans, primarily originated through automobile dealers
for the purchase of new or used automobiles. The Corporation serves customers that cover a range of creditworthiness and the required terms and rates are
reflective of those risk profiles. Automobile loans are inherently risky as they are often secured by assets that may be difficult to locate and can depreciate
rapidly. In some cases, repossessed collateral for a defaulted automobile loan may not provide an adequate source of repayment for the outstanding loan and the
remaining deficiency may not warrant further substantial collection efforts against the borrower. Automobile loan collections depend on the borrower's
continuing financial stability, and therefore, are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Additional risk
elements associated with indirect lending include the limited personal contact with the borrower as a result of indirect lending through non-bank channels,
namely automobile dealers.
The allowance for credit losses may prove to be insufficient to absorb losses in the loan portfolio.
The Corporation’s customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be
insufficient to pay any remaining loan balance. Hence, the Corporation may experience significant credit losses, which could have a material adverse effect on
the Corporation's operating results. Management makes various assumptions and judgments about the collectability of its loan portfolio, including the
creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of
the allowance for credit losses, management relies on its CECL methodology, loan quality reviews, past experience, and an evaluation of forward-looking
economic forecasts, among other factors. If these assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover future losses
in the Corporation’s loan portfolio, resulting in required additions to the allowance for credit losses. Material additions to the allowance would materially
decrease earnings.
The Corporation’s emphasis on the origination of commercial loans is one of the more significant factors in determining its allowance for credit losses. As the
Corporation continues to increase the amount of these loans, additional or increased provisions for credit losses may be necessary, which may result in a
decrease in earnings.
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Effective January 1, 2023, the Corporation adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments, which requires the Corporation to estimate the lifetime expected credit losses in the loan portfolio as of the measurement date. This
methodology is dependent on the relationship between economic variables and historic default, and there is no guarantee that these factors will be similarly
correlated in the future. A departure or decoupling in correlation may increase the risk of allowance for credit losses being inadequate to absorb anticipated
lifetime credit losses, and may require changes in the Corporation's methodology, which may result in increased provision requirements, materially adversely
impacting the results of operations and financial condition.
Bank regulators periodically review the Corporation’s allowance for credit losses and may require the Corporation to increase its provision for credit losses or
loan charge-offs. Any increase in the allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse
effect on the Corporation's results of operations and/or financial condition. In addition, any future credit deterioration, may require us to increase our allowance
for credit losses in the future.
The Corporation is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of
operations.
As a bank, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us
or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or
damage to our reputation. We are subject to fraud and compliance risk, including but not limited to, in connection with the origination of loans, ACH
transactions, wire transactions, ATM transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking
portals. We have experienced losses due to apparent fraud.
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. On April 23, 2020 the Corporation received payment of $0.5 million from the lead bank related to its obligation under the participation
agreements. The Bank continues to pursue recovery of the remaining $3.7 million, interest, and accumulated expenses as a result of purchasing the
participation interest. While the Corporation believes this incident was an isolated occurrence, there can be no assurance that such losses will not occur again or
that such acts will be detected in a timely manner. We maintain a system of internal controls and insurance coverage to mitigate against such risks, including
data processing system failures and errors, and customer fraud. If our internal controls fail to prevent or detect any such occurrence, or if any resulting loss is
not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition, and results of operations.
Use of appraisals when underwriting loans secured by real property may not accurately represent the net value of collateral the Bank can realize at a
future date.
When evaluating decisions to extend credit that is to be secured by real property, it is generally the requirement of the Bank to obtain an appraisal on the
property being collateralized. Appraisals are only an estimate of the value of the property as of the time of the appraisal, and real estate values may fluctuate
over short periods of time, whether on a market basis, or in relation to a specific property. Therefore, appraised estimates may not accurately represent the net
value of collateral in periods after loan closing. If an appraisal does not reflect the amount that may be realized on the sale of real property, we may not be able
to realize an amount which is equal to the indebtedness secured by the property. Additionally, appraisals are relied upon to establish the fair value of other real
estate owned, and to determine specific allocations to the allowance for credit losses on collateral-dependent individually analyzed loans. Inaccuracies in these
valuations due to appraisals may result in representation in the consolidated financial statements that is not reflective of current conditions existing as of or
subsequent to the measurement date, and could materially adversely impact our results of operation and financial condition.
Risks Related to Liquidity
Liquidity needs could adversely affect the Corporation’s financial condition and results of operation.
The primary sources of funds of the Bank are customer deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds,
they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors,
including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business
closings or lay-offs, inclement weather, which could be exacerbated by potential climate change, natural disasters and international instability.
Market conditions may impact the competitive landscape for deposits in the banking industry. The elevated interest rate environment and future actions of the
FRB may impact pricing and demand for deposits in the banking industry. Additionally, deposit levels may be affected by a number of factors, including rates
paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments, and general
economic conditions. As
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of December 31, 2024, the Bank had $1.8 billion of deposit liabilities, representing 74.0% of total deposits, that had no maturity and, therefore, may be
withdrawn by the depositor at any time without penalty. The withdrawal of more deposits than the Corporation anticipates could have an adverse impact on
profitability as the Corporation may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund
operations. Such sources include advances from the Federal Home Loan Bank and the Federal Reserve, sales of investment securities and loans, and federal
funds lines of credit from correspondent banks, as well as out-of-market time deposits which could cause the Corporation’s overall cost of funding to increase.
While the Corporation believes that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands,
particularly if the Corporation continues to grow and experience increasing loan demand. The Corporation may be required to slow or discontinue loan growth,
capital expenditures or other investments, or liquidate assets should such sources not be adequate.
Risks Related to Changes in Interest Rates
The Corporation is subject to interest rate risk, and fluctuations in market interest rates may affect its interest margin and income, demand for products,
defaults on loans, loan prepayments and the fair value of its financial instruments.
The Corporation’s earnings and cash flows depend largely upon its net interest income. Interest rates are highly sensitive to many factors that are beyond the
Corporation's control, including general economic conditions and policies of governmental and regulatory agencies, particularly the FRB. Changes in monetary
policy, including changes in interest rates, could influence the interest the Corporation receives on loans and investments and the amount of interest it pays on
deposits and borrowings, which may affect net interest margin. Such changes could also affect (i) demand for products and services and price competition, in
turn affecting our ability to originate loans and obtain deposits; (ii) the fair value of the Corporation’s financial assets and liabilities; (iii) the average duration
of its mortgage-backed securities portfolio and other interest-earning assets; (iv) levels of defaults on loans; and (v) loan prepayments.
In recent years, the FRB implemented significant monetary tightening policies, increasing the federal funds rate by 525 basis points during 2022 and 2023,
resulting in the upper bound of the federal funds rate peaking at 5.50% as of the end of 2023. These increases also represented the fastest pace of tightening by
the FRB since the 1970s. In 2024 the FRB decreased the federal funds rate by 100 basis points, based on its perceived progress towards a dual mandate to
maximize employment and maintain stable price levels. Should the FRB determine in the future that insufficient progress has been made towards this dual
mandate, they may choose to further increase interest rates. If interest rates paid on deposits and other borrowings change at a faster rate than interest rates
received on loans and other investments, net interest income, and therefore earnings, could be adversely impacted.
Risks Related to Competition
Strong competition within the Corporation's industry and market areas could limit its growth and profitability.
The Corporation faces substantial competition in all phases of its operations from a variety of different competitors. Future growth and success will depend on
the ability to compete effectively in this highly competitive environment. The Corporation competes for deposits, loans and other financial services with a
variety of banks, thrifts, credit unions and other financial institutions as well as other entities, which provide financial services. Some of the financial
institutions and financial services organizations with which the Corporation competes with are not subject to the same degree of regulation as the Corporation.
Many competitors have been in business for many years, have established customer bases, are larger, and have substantially higher lending limits. The financial
services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services. These
technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.
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Risks Related to Business Strategy
The Corporation’s growth strategy may not prove to be successful and its market value and profitability may suffer.
As part of the Corporation's strategy for continued growth, it may open additional branches. In 2021, the Corporation entered the Buffalo Metropolitan Area,
opening a then full service branch in Clarence, New York. In 2024, the Corporation opened a full-service branch and regional banking center in Williamsville,
New York and converted its Clarence branch into administrative offices. The Corporation anticipates it will open additional branches in Western New York.
New branches do not initially contribute to operating profits due to the impact of overhead expenses and the start-up phase of generating loans and deposits. To
the extent that additional branches are opened, the Corporation may experience the effects of higher operating expenses relative to operating income from the
new operations, which may have an adverse effect on the Corporation's levels of net income, return on average equity, and return on average assets.
In addition, the Corporation may acquire banks and related businesses that it believes provide a strategic fit with its business. To the extent that the Corporation
grows through acquisitions, it cannot provide assurance that such strategic decisions will be accretive to earnings.
The risks presented by acquisitions could adversely affect the Corporation's financial condition and results of operations.
The business strategy of the Corporation has included and may continue to include growth through acquisition from time to time. Any future acquisitions will
be accompanied by the risks commonly encountered in acquisitions. These risks may include, among other things: its ability to realize anticipated cost savings,
the difficulty of integrating operations and personnel, conversion of core systems, the loss of key employees, the potential disruption of its or the acquired
company’s ongoing business in such a way that could result in decreased revenues, the inability of its management to maximize its financial and strategic
position, the inability to maintain uniform standards, controls, procedures and policies, and the impairment of relationships with the acquired company’s
employees and customers as a result of changes in ownership and management.
Risks Related to Laws and Regulations
The Corporation operates in a highly regulated environment and may be adversely affected by changes in laws and regulations.
Currently, the Corporation and its subsidiaries are subject to extensive regulation, supervision, and examination by regulatory authorities. For example, the
FRB regulates the Corporation, and the FRB, the FDIC, and the NYSDFS regulate the Bank. Such regulators govern the activities in which the Corporation and
its subsidiaries may engage. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including
the imposition of restrictions on the operation of a bank, the classification of assets by a bank, and the adequacy of a bank’s allowance for credit losses. Any
change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, could have a material impact on the Corporation
and its operations. The Corporation believes that it is in substantial compliance with applicable federal, state and local laws, rules and regulations. As the
Corporation's business is highly regulated, the laws, rules, and applicable regulations are subject to regular modification and change. There can be no assurance
that proposed laws, rules and regulations, or any other law, rule or regulation, will not be adopted in the future, which could make compliance more difficult or
expensive or otherwise adversely affect the Corporation's business, financial condition or prospects.
Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition, and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the FRB. An important function of the
FRB is to regulate the money supply and credit conditions. Among the instruments used by the FRB to implement these objectives are open market purchases
and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments
are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also
affects interest rates charged on loans or paid on deposits, as well as the value of the Corporation's investment securities.
The monetary policies of the FRB may be affected by certain policy initiatives of the new Administration, which has announced tariffs on certain U.S. trading
partners (and has indicated additional tariffs and retaliatory tariffs against U.S. trading partners may be announced in the future) and has implemented stricter
immigration policies. Although forecasts have varied, many economists are projecting that such policy initiatives may halt productivity growth and reduce
available labor, creating inflationary pressures. Under such a scenario, the FRB may decide to maintain the federal funds rate at a relatively elevated
24
level for a prolonged period of time. The extent and timing of the new Administration’s policy changes and their impact on the policies of the FRB, as well as
the Corporation’s business and financial results, are uncertain at this time.
The monetary policies and regulations of the FRB have had a significant effect on the operating results of financial institutions in the past and are expected to
continue to do so in the future. The effects of such policies upon our business, financial condition, and results of operations cannot be predicted.
We are subject to the Community Reinvestment Act and fair lending laws, and alleged failure to comply with fair lending laws has led to material penalties.
The Community Reinvestment Act (“CRA”), the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose
nondiscriminatory lending requirements on financial institutions. A successful regulatory challenge to an institution’s performance under the CRA or fair
lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief,
imposition of restrictions on mergers and acquisitions activity and restrictions on expansion. On June 24, 2021, the Bank and the New York State Department
of Financial Services agreed to the settlement provisions set forth in a Consent Order pertaining to alleged violations of New York’s Fair Lending Law and the
federal Equal Credit Opportunity Act relating to the Bank’s indirect automobile lending program. The Bank has been informed by the NYSDFS that the Bank
has satisfied all of its obligations under the 2021 Consent Order related to the Bank's indirect automobile lending program. Private parties may also have the
ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on
our business, financial condition, and results of operations.
Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money
laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s
Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of
customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. In recent years, several banking
institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist
in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
The Corporation may be required to raise additional capital in the future, but that capital may not be available when it is needed, or it may only be
available on unacceptable terms, which could adversely affect its financial condition and results of operations.
The Bank is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. The Corporation may at some
point need to raise additional capital to support the Bank’s continued growth or be required by regulators to increase its capital resources. The Corporation’s
ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of its control, and on its financial
performance. Accordingly, the Corporation may not be able to raise additional capital, if needed, on terms acceptable to it. If the Corporation cannot raise
additional capital when needed, its ability to further expand the Bank’s operations and pursue its growth strategy could be materially impaired and its financial
condition and liquidity could be materially and adversely affected. In addition, if the Corporation is unable to raise additional capital when required by bank
regulators, it may be subject to adverse regulatory action.
Changes in tax rates could adversely affect the Corporation's results of operations and financial condition.
The Corporation is subject to the income tax laws of the United States, its states, and municipalities. The income tax laws of the jurisdictions in which the
Corporation operates are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. In establishing a
provision for income tax expense, the Corporation must make judgments and interpretations about the application of these inherently complex tax laws to its
business activities, as well as the timing of when certain items may affect taxable income.
25
Risks Related to Operational Matters
The Corporation's controls and procedures may fail or be circumvented, which may result in a material adverse effect on its business.
Management regularly reviews and updates its internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any
system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that
the objectives of the system are met.
Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.
Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk,
including strategic, market, liquidity, compliance and operational risks. While we use a broad and diversified set of risk monitoring and mitigation techniques,
these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent
economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level
of risk. In addition, the spring 2023 failures of Silicon Valley Bank, Signature Bank, and First Republic Bank resulted in decreased confidence in banks among
depositors and other investors. Accordingly, if we are unable to fully anticipate or manage these risks, we could incur losses, impacting our results of operations
and financial condition.
We face significant operational risks because the financial services business involves a high volume of transactions, and these operational risks may be
magnified through the use of automated processing.
We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss
resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized
transactions by employees, errors relating to transaction processing and technology, breaches of our internal control systems and compliance requirements, and
business continuation and disaster recovery. The Corporation uses automated processing enhance operational efficiencies by decreasing the level of manual
inputs required to perform routine processes. Automated processes are initially programmed by employees who predefine the rules and logic for each task. Any
errors in initial programming may lead to rapid propagation of errors in the dependent automated processes. Insurance coverage may not be available for
certain operational losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise
as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative
publicity. In the event of a breakdown in our internal control systems, improper operation of systems, or improper employee actions, we could suffer financial
loss, face regulatory action, and/or suffer damage to our reputation.
The Corporation continually encounters technological change and the failure to understand and adapt to these changes could adversely affect its business.
The banking industry continues to undergo rapid technological changes with frequent introductions of new technology-driven products and services, most
recently including the proliferation of artificial intelligence based solutions. Technology has lowered barriers to entry and made it possible for "non-banks" to
offer traditional bank products and services using innovative technological platforms such as those developed by fintech and blockchain companies. These
"non-banks" may be able to achieve economies of scale and offer better pricing for banking products and services than the Corporation can. The Corporation's
future success will depend, in part, on the ability to address the needs of customers by using technology to provide products and services that will satisfy
customer demands for convenience, as well as to create additional efficiencies in operations. Many competitors may have substantially greater resources to
invest in technological improvements, including those related to artificial intelligence. Although the Corporation has made investments related to automated
processing, as described above, other emerging technologies, there can be no assurance that the Corporation will be able to effectively implement new
technology-driven products and services, be successful in marketing such products and services to customers, or realize operational efficiencies from such
efforts. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the
Corporation's business and, in turn, its financial condition and results of operations.
26
Systems failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.
Our operations depend upon our ability to protect our computer systems and network infrastructure against damage from physical theft, fire, power loss,
telecommunications failure, or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms, and other disruptive
problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition
and results of operations. Computer break-ins, phishing, and other disruptions could also jeopardize the security of information stored in and transmitted
through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to
refrain from doing business with us. Although we, with the help of third-party service providers, intend to continue to implement security technology and
establish operational procedures designed to prevent such damage, our security measures may not be successful. In addition, advances in computer capabilities,
new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service
providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on our financial
condition and results of operations.
It is possible that we could incur significant costs associated with a breach of our computer systems. While we have cyber liability insurance, there are
limitations on coverage. Furthermore, cyber incidents carry a greater risk of injury to our reputation. Finally, depending on the type of incident, banking
regulators can impose restrictions on our business and consumer laws may require reimbursement of customer losses.
Operating systems and infrastructure, managed or supplied by third parties on whom we rely, could be interrupted, compromised, or otherwise breached.
The potential for operational risk exposure exists throughout the Corporation's business and, as a result of the Corporation's interactions with and reliance on
third parties, is not limited to the Corporation’s own internal operational functions. The Corporation relies on numerous third-party vendors and service
providers to conduct aspects of its business operations and faces operational risks relating to them. The Corporation's vendors, service providers, and other
third parties may expose the Corporation to risk as a result of human error, misconduct, malfeasance, or a failure or breach of systems, networks, and
infrastructure. We expect third-party vendors, or a subcontractor thereof, to increasingly incorporate artificial intelligence embedded solutions into their product
offerings and operational workflows. Biased, inaccurate, or misleading outputs from artificial intelligence based solutions used by third parties may not be
easily detectable by the Corporation, and may compromise our ability to rely on the products or services of contracted third parties. As a result, the
Corporation’s ability to conduct business may be adversely affected by any significant disruptions to third parties with whom the Corporation interacts or relies
upon.
Risks Related to Accounting Matters
The Corporation's accounting policies and estimates are critical to how the Corporation reports its financial condition and results of operations, and any
changes to such accounting policies and estimates could materially affect how the Corporation reports its financial condition and results of operations.
Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets,
liabilities, commitments and contingencies. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an
expense, recovering an asset, valuing an asset or liability, or reducing a liability. The Corporation has established detailed policies and control procedures that
are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently. In addition, these policies and procedures
are intended to ensure the process for changing methodologies occurs in an appropriate manner. Because of the uncertainty surrounding its judgments and the
estimates pertaining to these matters, actual outcomes may be materially different from amounts previously estimated. For example, because of the inherent
uncertainty of estimates, management cannot provide any assurance that the Bank will not significantly increase its allowance for credit losses if actual losses
are more than the amount reserved. Any increase in its allowance for credit losses or loan charge-offs could have a material adverse effect on the Corporation's
financial condition and results of operations. In addition, the Corporation cannot guarantee that it will not be required to adjust accounting policies or restate
prior financial statements.
Further, from time to time, the FASB and SEC change the financial accounting and reporting standards that govern the preparation of the Corporation's
financial statements. These changes can be hard to predict and can materially impact how the Corporation records and reports its financial condition and results
of operations. In some cases, the Corporation could be required to apply a new or revised standard retroactively, resulting in its restating prior period financial
statements or otherwise adversely affecting its financial condition or results of operations.
27
The Corporation holds certain intangible assets that could be classified as impaired in the future. If these assets are considered to be either partially or
fully impaired in the future, its earnings and the book values of these assets would decrease.
The Corporation is required to test its goodwill for impairment on a periodic basis. The impairment testing process considers a variety of factors, including the
current market price of its common stock, the estimated net present value of its assets and liabilities, and information concerning the terminal valuation of
similarly situated insured depository institutions. If an impairment determination is made in a future reporting period, its earnings and the book value of
goodwill would be reduced by the amount of the impairment. If an impairment loss is recorded, it will have little or no impact on the tangible book value of the
Corporation's common shares or its regulatory capital levels, but such an impairment loss could significantly restrict the Bank from paying a dividend to the
Corporation.
Financial counterparties expose the Corporation to risks.
The Corporation's use of derivative financial instruments, primarily interest rate swaps, exposes it to financial and contractual risks with counterparty banks.
The Corporation maintains correspondent bank relationships, manages certain loan participations, engages in securities transactions, and engages in other
activities with financial counterparties that are customary to its industry. Financial risks are inherent in these counterparty relationships.
Risks Related to Wealth Management
Involvement in wealth management creates risks associated with the industry.
The Corporation’s wealth management operations present special risks not borne by institutions that focus exclusively on other traditional retail and
commercial banking products. For example, the investment advisory industry is subject to fluctuations in the stock market that may have a significant adverse
effect on transaction fees, client activity and client investment portfolio gains and losses. Also, additional or modified regulations may adversely affect our
wealth management operations. In addition, our wealth management operations are dependent on a small number of established financial advisors, whose
departure could result in the loss of a significant number of client accounts. A significant decline in fees and commissions or trading losses suffered in the
investment portfolio could adversely affect our income and potentially require the contribution of additional capital to support our operations.
There may be claims and litigation pertaining to fiduciary responsibility.
From time to time as part of the Corporation’s normal course of business, customers make claims and take legal action against the Corporation based on its
actions or inactions related to the fiduciary responsibilities of the Wealth Management Group segment. If such claims and legal actions are not resolved in a
manner favorable to the Corporation, they may result in financial liability and/or adversely affect the market perception of the Corporation and its products and
services. This may also impact customer demand for the Corporation’s products and services. Any financial liability or reputation damage could have a material
adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations.
General Business Risk Factors
Severe weather and other natural disasters can affect the Corporation’s business.
The Corporation's main office and its branch offices can be affected by natural disasters such as severe storms and flooding. These kinds of events could
interrupt the Corporation's operations, particularly its ability to deliver deposit and other retail banking services to its customers and as a result, the
Corporation's business could suffer serious harm. While the Corporation maintains adequate insurance against property and casualty losses arising from most
natural disasters, and it has successfully overcome the challenges caused by past flooding in Central New York, there can be no assurance that it will be as
successful if and when future disasters occur.
Additionally, global markets may be adversely affected by natural disasters, the emergence of widespread health emergencies or pandemics, cyber-attacks or
campaigns, military conflict, terrorism, or other geopolitical events. Global market disruptions may affect our business liquidity. Also, any sudden or prolonged
market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect our results of
operations and financial condition, including capital and liquidity levels.
28
Inflation can have an adverse impact on our business and on our customers.
The national economy continues to experience elevated levels of inflation. As of December 31, 2024, the year over year consumer price index (CPI) increase
was 2.9%, primarily driven by housing and transportation costs. The FOMC of the FRB, which sets the federal funds rate, has a preferred measure of inflation,
the year over year change in personal consumption expenditures index (PCE), excluding food and energy, referred to as core PCE, which increased 2.8%.
Levels of inflation remain above the FRB long term target of 2.0%, which may result in the FOMC keeping the federal funds rate elevated. Tariffs, federal
government trade policy and fiscal initiatives, and labor market pressures may continue to adversely impact inflation levels. Higher inflation, if sustained,
could have an adverse effect on our business. Increases in interest rates in response to elevated levels of inflation has decreased the fair value of our available
for sale securities portfolio, resulting in an increase in unrealized losses recorded in accumulated other comprehensive income. In addition, inflation-driven
increases in our levels of non-interest expense could negatively impact our results of operations. Higher inflation and an elevated interest rate environment may
also cause increased volatility in the business environment, which could adversely affect loan demand and borrowers’ ability to make repayments.
The geographic concentration of the Corporation's markets in upstate New York makes it more sensitive to adverse changes in regional conditions than
larger or more geographically diversified competitors.
The Corporation's physical branch network, and by extension its lending footprint, is significantly concentrated in the upstate region of New York State. A
deterioration in local economic conditions or in the residential or commercial real estate markets within our footprint could have an adverse effect on the
quality of our loan portfolios, demand for our products and services, the ability of borrowers to make timely loan repayments, and the value of the collateral
securing loans. If demographic, employment, or other growth factors in our market areas deteriorate for an extended period, subsequent income levels,
deposits, and real estate development could be adversely impacted. Some of our larger competitors that are more geographically diverse may be better able to
manage and mitigate risks posed by adverse conditions impacting only local or regional markets.
The Corporation may not be able to attract and retain skilled people.
The Corporation's success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities in which the
Corporation engages can be intense and it may not be able to hire people or retain them. A key component of employee retention is providing a fair
compensation base combined with the opportunity for additional compensation for above average performance. In this regard, the Corporation uses a stock-
based compensation program that aligns the interest of the Corporation's executives and senior managers with the interests of the Corporation, and its
shareholders.
The Corporation's compensation practices are designed to be competitive and comparable to those of its peers, however, the unexpected loss of services of one
or more of the Corporation's key personnel could have a material adverse impact on the business because it would lose the employees’ skills, knowledge of the
market, and years of industry experience and may have difficulty promptly finding qualified replacement personnel.
Risks Relating to Ownership of Our Common Stock
The Corporation’s common stock is not heavily traded, and the stock price may fluctuate significantly.
The Corporation’s common stock is traded on the NASDAQ under the symbol “CHMG.” Certain brokers currently make a market in the common stock, but
such transactions are infrequent and the volume of shares traded is relatively small. Management cannot predict whether these or other brokers will continue to
make a market in our common stock. Prices on stock that is not heavily traded, such as our common stock, can be more volatile than heavily traded stock.
Factors such as our financial results, the introduction of new products and services by us or our competitors, publicity regarding the banking industry, and
various other factors affecting the banking industry may have a significant impact on the market price of the shares of the common stock. Management also
cannot predict the extent to which an active public market for our common stock will develop or be sustained in the future. Accordingly, shareholders may not
be able to sell their shares of our common stock at the volumes, prices, or times that they desire.
The Corporation is a holding company and depends on its subsidiaries for dividends, distributions and other payments.
The Corporation is a legal entity separate and distinct from the Bank and other subsidiaries. Its principal source of cash flow, including cash flow to pay
dividends to its shareholders, is dividends from the Bank. There are statutory and regulatory limitations on the payment of dividends by the Bank to the
Corporation, as well as by the Corporation to its shareholders. FRB regulations affect the ability of the Bank to pay dividends and other distributions and to
make loans to the Corporation. If the Bank is unable to make dividend payments to the Corporation and sufficient capital is not otherwise available, the
Corporation may not be able to make dividend payments to its common shareholders.
29
Provisions of the Corporation's certificate of incorporation, bylaws, as well as New York law and certain banking laws, could delay or prevent a takeover of
the Corporation by a third party.
Provisions of the Corporation’s certificate of incorporation and bylaws, New York law, and state and federal banking laws, including regulatory approval
requirements, could delay, defer or prevent a third party from acquiring the Corporation, despite the possible benefit to the Corporation’s shareholders, or
otherwise adversely affect the market price of the Corporation’s common stock. These provisions include: a two-thirds affirmative vote of all outstanding
shares of Corporation stock for certain business combinations; a supermajority shareholder vote of 75% of outstanding stock for business combinations
involving 10% shareholders; the election of directors to staggered terms of three years; and advance notice requirements for nominations for election to the
Corporation’s Board of Directors and for proposing matters that shareholders may act on at a shareholder meeting. In addition, the Corporation is subject to
New York law, which among other things prohibits the Corporation from engaging in a business combination with any interested shareholder for a period of
five years from the date the person became an interested shareholder unless certain conditions are met. These provisions may discourage potential takeover
attempts, discouraging bids for the Corporation’s common stock at a premium over market price or adversely affect the market price of, and the voting and
other rights of the holders of the Corporation’s common stock. These provisions could also discourage proxy contests and make it more difficult for
shareholders to elect directors other than candidates nominated by the Board of Directors.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The Corporation regards information as one of its most valuable assets. As a result, safeguards have been implemented to protect corporate informational assets
and associated technology resources have been established to maintain the integrity, availability, and privacy of confidential information of those assets. The
Corporation has established an Information and Cyber Security Program (“Program”) that includes standards and procedures to ensure that all information
belonging to or held by the Corporation will be appropriately evaluated, classified, and protected against likely forms of unauthorized or inappropriate access,
use, disclosure, modification, destruction, and denial.
Enterprise Risk Management embeds risk management into the oversight of cybersecurity as an integral part of the business with comprehensive internal
control and assurance processes linked to key risks which are then reported to the Board of Directors (“Board”). Risk oversight, including cybersecurity is a
key risk which has been delegated to the Enterprise Risk Committee of the Board (“ERC”). Cybersecurity is integrated into the Corporation's Enterprise Risk
Management Policy, Enterprise Risk Management Committee Charter, Escalation Policy, Risk Appetite Statement, Information Technology Steering Meetings,
and Division Risk Meetings. Employees are trained on their first day of employment with regards to cybersecurity and additional training is rolled out for all
employees throughout the year.
The Corporation engages with a multitude of third-party assessors, consultants, auditors and other third parties to support and maintain a robust information
security practice. These partners are credentialed cybersecurity firms that assist to monitor and maintain the performance and effectiveness of our processes,
procedures, and internal controls, as well as the various products and services that are deployed in our environment. The Corporation has a Third Party Risk
Management program in place to monitor for any potential material risks from cybersecurity threats regarding any third-party service providers. Through our
Third Party Risk Management Program we risk rate our vendors and conduct a thorough review prior to the execution of any agreement and then on an
ongoing risk-based basis. The review consists of due diligence documents and information such as the Service Organizational Control (“SOC”) Reports,
Information and Data Security, Business Continuity Testing and Penetration Testing.
The risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Corporation to date, including our
business strategy, operations, or financial condition. Cybersecurity is an evolving threat, and the increasing sophistication of threat actors is supported by new
technologies, including artificial intelligence and machine learning, which does have the potential to materially affect the Corporation, including our business
strategy, operations, or financial condition. However, with our system of internal controls, cyber defense mechanisms in place and the tenure and experience of
our Chief Information Security Officer (“CISO”) and Information Security Analysts, we have sought to reduce the residual risk that is inherent of
cybersecurity.
30
The CISO reports to ERC on a quarterly basis regarding the cybersecurity program and material cybersecurity risks. The quarterly report includes the following
information: information security incidents, internal phishing risk, defensive coverage and response of our endpoints, and internal and external vulnerability
scan results. The ERC is also apprised of training, regulation or guidance changes, and new products and services utilized by the Information Security
Department. In addition to a cybersecurity risk assessment that is performed by the CISO, management is responsible for conducting a risk assessment to
identify data security, information technology, and cybersecurity risk factors impacting their business line. The results are reviewed by the Risk Division and
presented to ERC.
The CISO has over 27 years of experience with information technology management, information security, compliance, audit, and process improvement. Our
Information Security Analysts have a combined 23 years of experience with information security, information technology servers and information technology
networks. The CISO and Information Security Analysts are active members of the following management level committees at the Bank: Information
Technology Steering Committee and the Change Control Committee.
The Program is led by our CISO, who reports directly to the Chief Risk Officer. Additionally, the CISO meets regularly and works in tandem with the Chief
Information Officer and various members of Information Technology. The Information Security Department meets regularly with employees through hosted
educational sessions, all-employee call presentations, Officers’ meeting presentations and individual branch network visits. Line of business leaders regularly
reach out to the CISO with regards to cybersecurity risk prevention, questions, and training. The CISO has a standing agenda item for the Information
Technology Steering Committee meeting as well as ERC in order to inform the committees about prevention, detection, mitigation and remediation of
cybersecurity incidents. If there are any incidents that require information to be presented to the Executive Management Team or the Board, the Chief Risk
Officer presents that information.
ITEM 2. PROPERTIES
All properties owned or leased by the Bank are considered to be in good condition. For additional information about the Corporation’s facilities, including
rental expenses, see "Note 5 Premises and Equipment" in Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement
Schedules of this report. The Corporation holds no real estate in its own name.
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Corporate Headquarters
Executive and Administrative Offices
One Chemung Canal Plaza, Elmira, NY 14901
Wealth Management Group Regional Offices
305 E. Water Street, Elmira, NY 14901
127 Court Street, Binghamton, NY 13901
132-136 State Street, Albany, NY 12207
Full-Service Branches - New York
Albany County
Saratoga County
*132-136 State St., Albany, NY 12207
*25 Park Ave., Clifton Park, NY 12065
*65 Wolf Rd., Albany, NY 12205
*3057 Route 50, Saratoga Springs, NY 12866
*581 Loudon Rd., Latham, NY 12110
*1365 New Scotland Rd., Slingerlands, NY 12159
Schenectady County
*2 Rush St., Schenectady, NY 12305
Broome County
*127 Court St., Binghamton, NY 13901
Schuyler County
*100 Rano Blvd., Vestal, NY 13850
318 N. Franklin St., Watkins Glen, NY 14891
303 W. Main St., Montour Falls, NY 14865
Cayuga County
*110 Genesee St., Auburn, NY 13021
Seneca County
185 Grant Ave., Auburn, NY 13021
54 Fall St., Seneca Falls, NY 13148
Chemung County
Steuben County
One Chemung Canal Plaza, Elmira, NY 14901
*201 Bath and Hammondsport RR, Bath, NY 14810
628 W. Church St., Elmira, NY 14905
149 West Market St., Corning, NY 14830
951 Pennsylvania Ave., Elmira, NY 14904
100 W. McCann's Blvd., Elmira Heights, NY 14903
Tioga County
29 Arnot Rd., Horseheads, NY 14845
203 Main St., Owego, NY 13827
602 S. Main St., Horseheads, NY 14845
405 Chemung St., Waverly, NY 14892
Cortland County
Tompkins County
*1094 State Rte. 222, Cortland, NY 13045
304 Elmira Rd., Ithaca, NY 14850
*909 Hanshaw Rd., Ithaca, NY 14850
Erie County
*5529 Main Street, Williamsville, NY 14221
Full-Service Branches - Pennsylvania (Bradford County)
5 West Main St., Canton, PA 17724
159 Canton St., Troy, PA 16947
CFS Group
One Chemung Canal Plaza, Elmira, NY 14901
Available by appointment at all bank locations
Western New York Administrative Office
*9159 Main Street, Clarence, NY 14031
Leased Off-Site ATM Location
Albany Capital Center
Albany, NY
* Leased facilities and/or property
Office to be closed effective March 31, 2025.
1
1
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ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. 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 Corporation'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 its financial results or liquidity as of December 31, 2024.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
The Corporation's common stock is traded on the Nasdaq Global Select Market under the symbol "CHMG."
Under New York law, the Corporation may pay dividends on its common stock either: (i) out of surplus, so that the Corporation’s net assets remaining after
such payment equal the amount of its stated capital, or (ii) if there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or
the preceding fiscal year. The payment of dividends on the Corporation's common stock is dependent, in large part, upon receipt of dividends from the Bank,
which is subject to certain restrictions which may limit its ability to pay the Corporation dividends. See Item 1, “Business – Supervision and Regulation-The
Bank-Payment of Dividends” for an explanation of legal limitations on the Bank’s ability to pay dividends.
As of March 1, 2025, there were 423 registered holders of record of the Corporation's stock.
The table below sets forth the information with respect to purchases made by the Corporation of our common stock during the quarter ended December 31,
2024:
Period
Total number of shares
purchased
Average price paid per
share
Total number of shares
purchased as part of
publicly announced
plans or programs
Maximum number of
shares that may yet be
purchased under the
plans or programs
10/01/24
- 10/31/24
—
$
—
—
200,816
11/01/24
- 11/30/24
—
$
—
—
200,816
12/01/24
- 12/31/24
—
$
—
—
200,816
Quarter ended 12/31/2024
—
$
—
—
200,816
On January 8, 2021 the Corporation announced that the Board of Directors approved a new stock repurchase program whereby 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 1, 2025, a total of 49,184 shares were repurchased at an average cost
of $40.42 per share.
34
STOCK PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative total shareholder return on the Corporation’s common stock against the cumulative total
return of the NASDAQ Composite Index, KBW NASDAQ Bank Index, and S&P U.S. SmallCap Banks Index for the period of five years commencing
December 31, 2019.
Period Ending
Index
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Chemung Financial Corporation
100.00
82.89
116.51
118.34
132.20
133.17
NASDAQ Composite Index
100.00
144.92
177.06
119.45
172.77
223.87
KBW NASDAQ Bank Index
100.00
89.69
124.06
97.52
96.65
132.60
S&P U.S. SmallCap Banks Index
100.00
90.82
126.43
111.47
112.03
132.44
The cumulative total return includes (1) dividends paid and (2) changes in the share price of the Corporation’s common stock and assumes that all dividends
were reinvested. The above graph assumes that the value of the investment in Chemung Financial Corporation and each index was $100 on December 31,
2019.
The Total Returns Index for NASDAQ Composite, KBW NASDAQ Bank Index, and S&P SmallCap Bank Indices were obtained from S&P Global Market
Intelligence, New York, NY.
ITEM 6. [RESERVED]
35
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Overview
The following is the MD&A of the Corporation as of and for the years ended December 31, 2024 and 2023. The purpose of this discussion is to focus on
information about the financial condition and results of operations of the Corporation. Reference should be made to the accompanying audited consolidated
financial statements and footnotes for an understanding of the following discussion and analysis. See the list of commonly used abbreviations and terms on
pages 2-5.
The MD&A included in this Form 10-K 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.
The Corporation has been a financial holding company since 2000, and the Bank was established in 1833, CFS in 2001, and Chemung Risk Management, Inc.
(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 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, a wholly-owned subsidiary of the Corporation, was formed and began operations on May 31, 2016 as a Nevada-based captive insurance company.
Effective December 6, 2023, the State of Nevada, Department of Business and Industry, and the Division of Insurance, acknowledged the dissolution of
Chemung Risk Management, Inc.
Forward-looking Statements
This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private
Securities Litigation Reform Act of 1995. 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, tariffs, cybersecurity risks, changes in FDIC assessments, bank failures, difficulties in managing the Corporation’s growth,
competition, changes in law or the regulatory environment, and changes in general business and economic trends. Information concerning these and other
factors can be found in the Corporation’s periodic filings with the SEC, including the discussion under the heading “Item 1A. Risk Factors” of this annual
report on Form 10-K. The Corporation's quarterly filings are available publicly on the SEC’s website at http://www.sec.gov, on the Corporation's website at
http://www.chemungcanal.com or by written request to: Kathleen S. McKillip, Corporate Secretary, Chemung Financial Corporation, One Chemung Canal
Plaza, Elmira, NY 14901. 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.
36
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 to be reasonable based upon the information available at that time. These estimates, judgments, and assumptions affect reported
amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the years presented. Actual
results could differ from these estimates.
Allowance for Credit Losses
Management considers the allowance for credit losses to be a critical accounting estimate, given the uncertainty in estimating lifetime credit losses attributable
to its portfolios of assets exhibiting credit risk, particularly in its loan portfolio, and the material effect that such judgments may have on the Corporation's
results of operations. Determining the amount requires significant judgement on the part of management, is multi-faceted, and can be imprecise. The level of
the allowance for credit losses 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.
The allowance is established through a provision for credit losses in the Consolidated Statements of Income, and evaluation of the adequacy of the allowance
for credit losses is performed by management on a quarterly basis. While management uses available information to anticipate credit losses, future additions to
the allowance may be necessary based on changes in economic conditions or the composition of its portfolios. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Corporation's allowance for credit losses.
Because the Corporation's methodology for maintaining its allowance for credit losses is based on historical experience and trends, current economic
information, forecasted data, and management's judgement, a range of estimates for the estimate of the allowance for credit losses may be supportable.
Deteriorating conditions may lead to further required increases to the allowance; conversely, improvements to conditions may warrant reductions to the
allowance. In estimating the allowance for credit losses, management considers the sensitivity of the model to significant judgments and assumptions that could
result in an amount that is materially different from management’s estimate, including as it relates to qualitative considerations.
As of December 31, 2024, the allowance for credit losses on loans totaled $21.4 million, compared to $22.5 million as of December 31, 2023. A significant
portion of the allowance for credit losses is allocated to the commercial portfolio, both commercial real estate and commercial and industrial loans. As of
December 31, 2024 and December 31, 2023, the allowance for credit losses allocated to the total commercial portfolio was $15.7 million and $17.1 million
respectively, or 73.6% and 75.9%. For comparison, total commercial loans represented 73.2% and 70.3% of total loan balances, respectively, as of
December 31, 2024 and 2023. Given the concentration of the allowance for credit losses allocated to the commercial portfolio, and the significant judgments
made by management to derive its estimates, management analyzes risks distinctive to commercial lending with a high degree of scrutiny.
Changes in the FOMC's median forecasted year over year U.S. civilian unemployment rate and year over year change in U.S GDP could have a material impact
on the model's estimation of the allowance. Currently, all pools, with the exception of the consumer loans pool, as defined in Note 1 to the Consolidated
Financial Statements, utilize the FOMC's projections for unemployment as a loss driver, while the consumer pool utilizes the FOMC's projections for GDP
growth. FOMC projections are sourced from a quarterly Summary of Projections, which accompanies select FOMC meetings. Each participant's projections
represent the value to which selected variables would be expected to converge over time under appropriate monetary policy, and considering all currently
available information. An immediate "shock" or increase of 100 bps in the FOMC's projected rate of U.S. civilian unemployment, and a decrease of 50 bps in
the FOMC's projected rate of U.S. GDP growth, would increase the model's total calculated allowance by $1.3 million, or 6.2%, to $22.7 million, assuming
qualitative adjustments are kept at current levels.
While management has concluded that its current evaluation is reasonable under the circumstances, and that sensitivity analysis is based on a series of
hypothetical scenarios not intended to represent management’s assumptions or judgement of factors as of December 31, 2024, it has also concluded that
differing assumptions could materially impact allowance calculations, either positively or adversely.
Management’s methodology and policy in determining the allowance for credit losses can be found in Note 1 to the Consolidated Financial Statements
included in Part IV, Item 15 of this Annual Report on Form 10-K. The activity in the allowance for credit losses can be found in supporting tables in Note 4 to
the Consolidated Financial Statements included Part IV, Item 15 of this Annual Report on Form 10-K.
37
Consolidated Financial Highlights (in thousands, except per share data)
As of or for the Years Ended
December 31,
December 31,
RESULTS OF OPERATIONS
2024
2023
Interest and dividend income
$
127,564
$
113,074
Interest expense
53,505
38,617
Net interest income
74,059
74,457
Provision (credit) for credit losses
(46)
3,262
Net interest income after provision for credit losses
74,105
71,195
Non-interest income
23,230
24,549
Non-interest expenses
67,250
64,243
Income before income tax expense
30,085
31,501
Income tax expense
6,414
6,501
Net income
$
23,671
$
25,000
Basic and diluted earnings per share
$
4.96
$
5.28
Average basic and diluted shares outstanding
4,770
4,732
PERFORMANCE RATIOS
Return on average assets
0.86 %
0.94 %
Return on average equity
11.53 %
14.11 %
Return on average tangible equity (a)
12.90 %
16.09 %
Efficiency ratio (unadjusted) (b)
69.12 %
64.89 %
Efficiency ratio (adjusted) (a)
68.89 %
66.20 %
Non-interest expense to average assets
2.45 %
2.41 %
Loans to deposits
86.42 %
81.20 %
AVERAGE YIELDS / RATES - Fully Taxable Equivalent
Yield on loans
5.57 %
5.13 %
Yield on investments
2.28 %
2.21 %
Yield on interest-earning assets
4.74 %
4.33 %
Cost of interest-bearing deposits
2.79 %
2.11 %
Cost of borrowings
5.03 %
5.17 %
Cost of interest-bearing liabilities
2.87 %
2.20 %
Interest rate spread
1.87 %
2.13 %
Net interest margin, fully taxable equivalent (a)
2.76 %
2.85 %
CAPITAL
Total equity to total assets at end of year
7.76 %
7.20 %
Tangible equity to tangible assets at end of year (a)
7.02 %
6.45 %
Book value per share
$
45.13
$
41.07
Tangible book value per share (a)
40.55
36.48
Year-end market value per share
48.81
49.80
Dividends declared per share
1.24
1.24
AVERAGE BALANCES
Loans and loans held for sale (c)
$
2,016,481
$
1,898,986
Interest-earning assets
2,698,148
2,621,251
Total assets
2,744,721
2,660,329
Deposits
2,419,744
2,377,736
Total equity
205,280
177,187
Tangible equity (a)
183,456
155,363
ASSET QUALITY
Net charge-offs (recoveries)
$
1,160
$
941
Non-performing loans (d)
8,954
10,411
Non-performing assets (e)
9,606
10,737
Allowance for credit losses
21,388
22,517
Annualized net charge-offs (recoveries) to average loans
0.06 %
0.05 %
Non-performing loans to total loans
0.43 %
0.53 %
Non-performing assets to total assets
0.35 %
0.40 %
Allowance for credit losses to total loans
1.03 %
1.14 %
Allowance for credit losses to non-performing loans
238.87 %
216.28 %
(a) See the GAAP to Non-GAAP reconciliations on pages 65-68.
(d) Includes non-accrual loans only.
(b) Non-interest expense divided by total of net interest income plus
(e) Includes non-performing loans plus other real estate owned and
non-interest income.
repossessions
(c) Does not reflect allowance for credit losses.
38
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
years ended December 31, 2024 and 2023. For a discussion of the Critical Accounting Estimates that affect the Consolidated Results of Operations, see page
38.
Net Income
The following table presents selected financial information for the years indicated, and the dollar and percent change (in thousands, except per share and ratio
data):
Years Ended December 31,
Percentage Change
2024
2023
Change
Net interest income
$
74,059
$
74,457
$
(398)
(0.5)%
Non-interest income
23,230
24,549
(1,319)
(5.4)%
Non-interest expenses
67,250
64,243
3,007
4.7 %
Pre-provision income
30,039
34,763
(4,724)
(13.6)%
Provision for credit losses
(46)
3,262
(3,308)
(101.4)%
Income tax expense
6,414
6,501
(87)
(1.3)%
Net income
$
23,671
$
25,000
$
(1,329)
(5.3)%
Basic and diluted earnings per share
$
4.96
$
5.28
$
(0.32)
(6.1)%
Selected financial ratios
Return on average assets
0.86 %
0.94 %
Return on average equity
11.53 %
14.11 %
Net interest margin, fully taxable equivalent
2.76 %
2.85 %
Efficiency ratio (adjusted) (a)
68.89 %
66.20 %
Non-interest expense to average assets
2.45 %
2.41 %
(a) See the GAAP to Non-GAAP reconciliations on pages 65-68.
Net income for the year ended December 31, 2024 was $23.7 million, or $4.96 per share, compared with net income of $25.0 million, or $5.28 per share, for
the prior year. Return on average equity for the year ended December 31, 2024 was 11.53%, compared with 14.11% for the prior year. The decrease in net
income for the year ended December 31, 2024, compared to the prior year, was due to an increase in non-interest expense, decreases in non-interest income and
net interest income, offset by decreases in the provision for credit losses and income tax expense.
Net Interest Income
The following table presents net interest income for the years indicated, and the dollar and percent change (in thousands):
Years Ended December 31,
Percentage Change
2024
2023
Change
Interest and dividend income
$
127,564
$
113,074
$
14,490
12.8 %
Interest expense
53,505
38,617
14,888
38.6 %
Net interest income
$
74,059
$
74,457
$
(398)
(0.5)%
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
recognized on interest-bearing liabilities such as deposits and borrowings, is the largest contributor to the Corporation’s earnings.
39
Net interest income for the year ended December 31, 2024 totaled $74.1 million, a decrease of $0.4 million, or 0.5%, compared with $74.5 million for the prior
year. Fully taxable equivalent net interest margin was 2.76% for the year ended December 31, 2024 compared with 2.85% for the prior year. The decrease in
net interest income was primarily due to increases of $14.1 million in interest expense on deposits and $0.8 million in interest expense on borrowed funds, and
a decrease of $1.3 million in interest and dividend income on taxable securities, offset by increases of $14.9 million in interest income on loans including fees,
and $0.9 million in interest income on interest-earning deposits.
The increase in interest expense on deposits was due primarily to a 68 basis points increase in the average rate paid on interest-bearing deposits, which included
brokered deposits, and deposit campaigns primarily related to time deposits. The increase in interest expense on borrowed funds was due primarily to a
$16.2 million increase in average balances of borrowed funds, compared to the prior year, partially offset by a 14 basis points decrease in the average interest
paid on total borrowings, compared to the prior year. Average balances of borrowed funds in the current year consisted of FHLBNY overnight and term
advances and a Federal Reserve Bank Term Funding Program Advance (BTFP), while borrowed funds in the prior year consisted primarily of FHLBNY
overnight advances. The decrease in interest and dividend income on taxable securities was primarily due to a decrease of $58.0 million in average balances of
taxable securities, primarily due to paydowns on mortgage-backed and SBA pooled loan securities. The average yield on taxable securities was comparable
between 2023 and 2024.
The increase in interest income on loans, including fees was due primarily to an increase of $117.5 million in average total loan balances and an increase of 44
basis points increase in the average yield on loans. The increase in average balances was concentrated in the commercial loan portfolio, which increased $136.8
million compared to the prior year. Average balances of consumer loans and residential mortgage loans decreased $11.0 million and $8.3 million respectively,
compared to the prior year. The average yield on commercial loans increased 37 basis points, while the average yields on consumer loans and residential
mortgage loans increased 69 and 30 basis points respectively, compared to the prior year. The increase in interest income on interest-earning deposits was
mainly due to an increase of $18.8 million in average balances of interest-earning deposits, due to an increase in deposits at the FRBNY.
Average interest-earning assets increased $76.9 million while average interest-bearing liabilities increased $108.1 million during 2024, compared to the prior
year. The average yield on interest-earning assets increased 41 basis points to 4.74%, while the average cost of interest-bearing liabilities increased 67 basis
points to 2.87% during 2024, compared to the prior year, both primarily due to the lagging effects of interest rate increases during 2022 and 2023.
40
Average Consolidated Balance Sheet and Interest Analysis
The following table presents certain information related to the Corporation’s average Consolidated Balance Sheets and its Consolidated Statements of Income
for the years ended December 31, 2024, and 2023. It also reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for
the years ended December 31, 2024, and 2023. For the purpose of the table below, nonaccrual 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.
AVERAGE CONSOLIDATED BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
Year Ended December 31,
2024
2023
(in thousands)
Average
Balance
Interest
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
Interest-earning assets:
Commercial loans
$
1,446,493
$
85,570
5.92 %
$
1,309,692
$
72,698
5.55 %
Mortgage loans
274,801
10,618
3.86 %
283,093
10,084
3.56 %
Consumer loans
295,187
16,165
5.48 %
306,201
14,664
4.79 %
Taxable securities
613,375
13,046
2.13 %
671,345
14,295
2.13 %
Tax-exempt securities
39,032
1,103
2.83 %
40,506
1,171
2.89 %
Interest-earning deposits
29,260
1,398
4.78 %
10,414
528
5.07 %
Total interest-earning assets
2,698,148
127,900
4.74 %
2,621,251
113,440
4.33 %
Non interest-earning assets:
Cash and due from banks
25,112
25,419
Premises and equipment, net
14,766
15,514
Other assets
114,540
115,954
Allowance for credit losses
(21,489)
(20,212)
AFS valuation allowance
(86,356)
(97,597)
Total assets
$
2,744,721
$
2,660,329
Interest-bearing liabilities:
Interest-bearing demand deposits
$
313,070
$
5,561
1.78 %
$
286,097
$
3,136
1.10 %
Savings and insured money market deposits
863,849
17,468
2.02 %
899,996
13,027
1.45 %
Time deposits
526,727
22,221
4.22 %
375,545
12,414
3.31 %
Brokered deposits
90,729
4,802
5.29 %
140,845
7,349
5.22 %
FHLBNY overnight advances
21,907
1,151
5.17 %
48,851
2,577
5.28 %
FRBNY advances and other debt
46,363
2,302
4.97 %
3,177
114
3.59 %
Total interest-bearing liabilities
1,862,645
53,505
2.87 %
1,754,511
38,617
2.20 %
Non interest-bearing liabilities:
Demand deposits
625,369
675,253
Other liabilities
51,427
53,378
Total liabilities
2,539,441
2,483,142
Shareholders' equity
205,280
177,187
Total liabilities and shareholders’ equity
$
2,744,721
$
2,660,329
Fully taxable equivalent net interest income
74,395
74,823
Net interest rate spread
1.87 %
2.13 %
Net interest margin, fully taxable equivalent
2.76 %
2.85 %
Taxable equivalent adjustment
(336)
(366)
Net interest income
$
74,059
$
74,457
(1) Net interest rate spread is the difference in the average yield on interest-earning assets less the average cost of interest-bearing liabilities.
(2) Net interest margin is the ratio of fully taxable equivalent net interest income divided by average interest-earning assets.
(1)
(2)
41
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 in the volume of average interest-earning assets and interest-bearing liabilities have affected the Corporation’s interest income and interest expense
during the years indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied
by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes. For purposes of this table,
changes that are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume
and rate. Due to the numerous simultaneous volume and rate changes during the years analyzed, it is not possible to precisely allocate changes between volume
and rates. In addition, average interest-earning assets include nonaccrual loans and taxable equivalent adjustments were made.
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME
2024 vs. 2023
Increase/(Decrease)
(in thousands)
Total
Change
Due to
Volume
Due to
Rate
Interest income
Commercial loans
$
12,872
$
7,857
$
5,015
Mortgage loans
534
(302)
836
Consumer loans
1,501
(547)
2,048
Taxable securities
(1,249)
(1,249)
—
Tax-exempt securities
(68)
(44)
(24)
Interest-earning deposits
870
902
(32)
Total interest income
14,460
6,617
7,843
Interest expense
Interest-bearing demand deposits
2,425
321
2,104
Savings and insured money market deposits
4,441
(542)
4,983
Time deposits
9,807
5,827
3,980
Brokered deposits
(2,547)
(2,645)
98
FHLBNY overnight advances
(1,426)
(1,374)
(52)
FRBNY advances and other debt
2,188
2,128
60
Total interest expense
14,888
3,715
11,173
Fully taxable equivalent net interest income
$
(428)
$
2,902
$
(3,330)
Provision for credit losses
Management's methodology for establishing and maintaining an allowance for credit losses conforms with ASU 2016-13, Financial Instruments - Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments, which was adopted by the Corporation effective January 1, 2023. Based on a
combination of quantitative and qualitative analysis, changes to the allowance are recorded through income as a provision (credit). The quantitative portion of
the analysis is significantly influenced by changes in projected economic conditions and the composition of the numerous portfolio segments, while qualitative
adjustments reflect the degree to which management anticipates actual credit risk may differ from the results projected by the quantitative analysis.
The provision for credit losses decreased $3.3 million, from a provision of $3.3 million for the year ended December 31, 2023 to a credit of $46 thousand for
the year ended December 31, 2024. The decrease was largely due to the annual review and update of the loss drivers used in the Bank's CECL model. Updated
loss drivers were applied to the CECL model in the first quarter of 2024, resulting in a credit (provision recapture) of $2.0 million for the three months ended
March 31, 2024. Additionally, provisioning during 2023 included a $0.9 million specific allocation on a nonaccrual commercial real estate relationship, and
higher growth-related provisioning compared to 2024. Partially offsetting these decreases were a decline in modeled prepayment speeds, which results in
higher estimated credit losses, and an increase of $0.2 million in net charge-offs for the year ended December 31, 2024 compared to the year ended
December 31, 2023.
42
Non-interest income
The following table presents non-interest income for the years ended December 31, 2024 and 2023, and the dollar and percent change (in thousands, except
percentages):
NON-INTEREST INCOME
2024
2023
2024 v. 2023
Amount
% to Total
Amount
% to Total
$ Change
% Change
Wealth management group fee income
$
11,573
49.8 %
$
10,460
42.6 %
$
1,113
10.6 %
Service charges on deposit accounts
4,042
17.4 %
3,919
16.0 %
123
3.1 %
Interchange revenue from debit card transactions
4,426
19.1 %
4,606
18.8 %
(180)
(3.9)%
Net (losses) on securities transactions
—
— %
(39)
(0.2)%
39
N/M
Change in fair value of equity investments
179
0.8 %
103
0.4 %
76
73.8 %
Net gains on sales of loans held for sale
214
0.9 %
144
0.6 %
70
48.6 %
Net gains (losses) on sales of other real estate owned
(18)
(0.1)%
37
0.2 %
(55)
(148.6)%
Income from bank owned life insurance
38
0.2 %
43
0.2 %
(5)
(11.6)%
CFS fee and commission income
1,054
4.5 %
994
4.0 %
60
6.0 %
Other
1,722
7.4 %
4,282
17.4 %
(2,560)
(59.8)%
Total non-interest income
$
23,230
100.0 %
$
24,549
100.0 %
$
(1,319)
(5.4)%
Non-interest income for the year ended December 31, 2024 was $23.2 million compared with $24.5 million for the prior year, a decrease of $1.3 million, or
5.4%. The decrease was due primarily to decreases of $2.5 million in other non-interest income and $0.2 million in interchange revenue from debit card
transactions, offset by an increase of $1.1 million in wealth management group fee income.
Other non-interest income
Other non-interest income decreased compared to the prior year primarily due to the $2.4 million recognition of an employee retention tax credit in the third
quarter of 2023.
Interchange Revenue from Debit Card Transactions
The decrease in interchange revenue from debit card transactions was primarily attributable to a decrease in consumer debit card usage when compared to the
prior year.
Wealth Management Group Fee Income
The increase in wealth management group fee income was primarily due to improved equity market conditions during 2024.
43
Non-interest expenses
The following table presents non-interest expenses for the years ended December 31, 2024 and 2023, and the dollar and percent change (in thousands, except
percentages):
NON-INTEREST EXPENSE
2024
2023
2024 v. 2023
Amount
% to Total
Amount
% to Total
$ Change
% Change
Compensation expenses:
Salaries and wages
$
28,457
42.3 %
$
26,832
41.8 %
$
1,625
6.1 %
Pension and other employee benefits
8,083
12.0 %
7,368
11.5 %
715
9.7 %
Other components of net periodic pension cost (benefits)
(909)
(1.4)%
(676)
(1.1)%
(233)
(34.5)%
Total compensation expenses
35,631
52.9 %
33,524
52.2 %
2,107
6.3 %
Non-compensation expenses:
Net occupancy
5,832
8.7 %
5,637
8.8 %
195
3.5 %
Furniture and equipment
1,659
2.5 %
1,728
2.7 %
(69)
(4.0)%
Data processing
10,093
15.0 %
9,840
15.3 %
253
2.6 %
Professional services
2,353
3.5 %
2,293
3.6 %
60
2.6 %
Marketing and advertising
1,182
1.8 %
923
1.4 %
259
28.1 %
Other real estate owned expense
157
0.2 %
(20)
— %
177
N/M
FDIC insurance
2,120
3.2 %
2,128
3.3 %
(8)
(0.4)%
Loan expense
1,182
1.8 %
1,047
1.6 %
135
12.9 %
Other
7,041
10.4 %
7,143
11.1 %
(102)
(1.4)%
Total non-compensation expenses
31,619
47.1 %
30,719
47.8 %
900
2.9 %
Total non-interest expenses
$
67,250
100.0 %
$
64,243
100.0 %
$
3,007
4.7 %
Non-interest expense increased $3.0 million, or 4.7%, in 2024. The increase was due primarily to increases of $2.1 million in total compensation expenses and
$0.9 million in total non-compensation expenses.
Compensation expenses
Compensation expenses increased $2.1 million, or 6.3%, when compared to the prior year, primarily due to increases of $1.6 million in salaries and wages and
$0.7 million in pension and other employee benefits, offset by a decrease of $0.2 million in other components of net periodic pension benefits.
The increase in salaries and wages was primarily attributable to additional staffing in the Bank's new Western New York market, merit-based wage increases,
and promotions, which was partially offset by savings from the outsourcing of certain back office functions during 2024. The increase in pension and other
employee benefits was largely due to an increase in employee healthcare-related expenses, compared to the prior year. The decrease in other components of net
periodic pension benefits was primarily due to a change in annual actuarial estimates.
Non-compensation expenses
Non-compensation expenses increased $0.9 million, or 2.9%, primarily due to increases of $0.3 million in marketing and advertising, $0.3 million in data
processing expense, and $0.2 million in net occupancy expense.
The increase in marketing and advertising expense was primarily attributable to expenditures related to the Bank's 190th anniversary checking account
promotion and ongoing certificate of deposit campaigns, the launch of the Bank's new Western New York "Canal Bank" brand, and a general increase in
advertising efforts during the current year. The increase in data processing expense was primarily due to the addition of new contracts, an increase in debit card
procurement expenses, and an increase in cybersecurity software expense. The increase in net occupancy expense was primarily due to an increase in building
maintenance expenses including cleaning, lawn care, utilities, and property insurance.
44
Income tax expense
The following table presents income tax expense and the effective tax rate for the years indicated, and the dollar and percent change (in thousands):
Years Ended December 31,
Percentage Change
2024
2023
Change
Income before income tax expense
$
30,085
$
31,501
$
(1,416)
(4.5)%
Income tax expense
$
6,414
$
6,501
$
(87)
(1.3)%
Effective tax rate
21.3 %
20.6 %
The effective tax rate increased to 21.3% for the year ended December 31, 2024 compared with 20.6% for the prior year. The decrease in income tax expense
can be primarily attributed to a decrease in pre-tax income.
Financial Condition
The following table presents selected financial information as of December 31, 2024 and 2023, and the dollar and percent change (in thousands):
December 31, 2024
December 31, 2023
Change
Percentage Change
Assets
Total cash and cash equivalents
$
47,035
$
36,847
$
10,188
27.6 %
Total investment securities, FHLB, and FRB stock
544,602
593,322
(48,720)
(8.2)%
Loans, net of deferred loan fees
2,071,419
1,972,664
98,755
5.0 %
Allowance for credit losses
(21,388)
(22,517)
(1,129)
(5.0)%
Loans, net
2,050,031
1,950,147
99,884
5.1 %
Goodwill and other intangible assets, net
21,824
21,824
—
— %
Other assets
112,655
108,389
4,266
3.9 %
Total assets
$
2,776,147
$
2,710,529
$
65,618
2.4 %
Liabilities and Shareholders’ Equity
Total deposits
$
2,396,883
$
2,429,427
$
(32,544)
(1.3)%
Finance lease obligations and FHLBNY advances
112,889
34,970
77,919
222.8 %
Other liabilities
51,066
50,891
175
0.3 %
Total liabilities
2,560,838
2,515,288
45,550
1.8 %
Total shareholders’ equity
215,309
195,241
20,068
10.3 %
Total liabilities and shareholders’ equity
$
2,776,147
$
2,710,529
$
65,618
2.4 %
Cash and cash equivalents
The increase in cash and cash equivalents can be mostly attributed to changes in securities, loans, deposits, borrowings, and net income.
Investment securities
The decrease in investment securities was primarily due to a decrease of $52.6 million in securities available for sale, compared to the prior year. Net paydowns
and maturities of securities available for sale for the current year totaled $49.6 million, mainly due to paydowns on mortgage-backed securities and SBA
pooled loan securities, and partially offset by purchases of $5.0 million. The market value of securities available for sale decreased $0.7 million, due to
unfavorable changes in market interest rates during the current year. Partially offsetting the decrease in total investment securities was an increase of $3.6
million in FHLB and FRB stock, at cost, mainly due to an increase in FHLBNY overnight advances as of December 31, 2024, compared to the prior year end.
45
Loans, net
Loans, net of deferred origination fees and costs increased primarily due to growth concentrated in the commercial loan portfolio, which increased $129.2
million, or 9.3%, compared to the prior year end. Growth in commercial loans during the current year consisted of $35.1 million in commercial and industrial
balances and $94.1 million in commercial real estate balances. Consumer loans decreased $27.4 million, or 8.9%, compared to the prior year end, largely due to
lower indirect auto loan origination activity during the current year, and a relatively fast turnover rate in the portfolio. Residential mortgages decreased $3.0
million, or 1.1%, compared to the prior year end, as the Corporation continued to elect to sell a portion of originations into the secondary market and demand
remained weakened in the current elevated interest rate environment.
Allowance for credit losses
The allowance for credit losses on loans decreased $1.1 million, or 5.0%, from $22.5 million as of December 31, 2023 to $21.4 million as of December 31,
2024. The decrease was mainly due to the annual review and update of loss drivers used in the Bank's CECL model. The results of the annual update were
applied in the first quarter of 2024 and resulted in a decline in the baseline loss rates used for modeling. Partially offsetting these declines were a decline in
modeled prepayment speeds during 2024 and loan growth, concentrated in the commercial portfolio, during 2024.
Goodwill and other intangible assets, net
There were no impairments of goodwill or other intangible assets during the years ended December 31, 2024 and 2023.
Other Assets
The increase in other assets can be mostly attributed to increases in prepaid expenses and interest receivable on interest rate swaps.
Deposits
Total deposits decreased by $32.5 million or 1.3%, compared to the prior year end, primarily due to decreases of $50.6 million in brokered deposits, $28.6
million in money market deposits, and $27.4 million in non interest-bearing demand deposits. These decreases were partially offset by increases of $62.3
million in customer time deposits and $15.4 million in interest-bearing demand deposits. Additionally, savings deposits decreased $3.6 million. Non interest-
bearing deposits comprised 26.1% and 26.9% of total deposits as of December 31, 2024 and December 31, 2023, respectively.
Finance Lease Obligations and FHLBNY Advances
The increase in finance lease obligations and FHLBNY advances can be mostly attributed to an increase of $77.2 million in FHLBNY overnight advances and
an increase of $0.7 million in finance lease obligations.
Other Liabilities
The increase in other liabilities can be mostly attributed to an increase in interest payable on deposits of $0.6 million.
Shareholders’ equity
The increase in shareholders' equity was due primarily to an increase of $17.8 million in retained earnings and a decrease of $0.9 million in accumulated other
comprehensive loss. The increase in retained earnings was due primarily to net income of $23.7 million, offset by $5.9 million in dividends declared for the
year ended December 31, 2024. The improvement in accumulated other comprehensive loss was primarily due to revised actuarial assumptions related to the
Corporation's pension plans, offset by the unfavorable impact of interest rates on available for sale securities during the current year. Treasury stock decreased
$0.3 million primarily due to the impact of the issuance of shares related to the Corporation's employee benefit plans.
Assets under management or administration
The market value of total assets under management or administration in WMG was $2.212 billion, including $301.9 million of assets held under management
or administration for the Corporation, as of December 31, 2024 compared to $2.242 billion, including $381.3 million of assets held under management or
administration for the Corporation as of December 31, 2023, a decrease of $30.4 million, or 1.4%. Excluding assets under management or administration for
the Corporation, total Wealth Management Group assets increased $49.0 million, or 2.6%, primarily due to market improvements during the year.
46
Balance Sheet Comparisons
The table below contains selected year-end and average balance sheet information at and for the years ended December 31, 2024 and 2023 (in millions):
SELECTED BALANCE SHEET INFORMATION
YEAR-END BALANCE SHEET
AVERAGE BALANCE SHEET
2024
2023
% Change
2024
2023
% Change
Total assets
$
2,776.1
$
2,710.5
2.4 %
$
2,744.7
$
2,660.3
3.2 %
Interest-earning assets
2,636.8
2,580.6
2.2 %
2,698.1
2,621.3
2.9 %
Loans
2,071.4
1,972.7
5.0 %
2,016.5
1,899.0
6.2 %
Investments
565.4
607.9
(7.0)%
681.7
722.3
(5.6)%
Deposits
2,396.9
2,429.4
(1.3)%
2,419.7
2,377.7
1.8 %
Borrowings
112.9
35.0
222.6 %
68.3
52.0
31.3 %
Allowance for credit losses
21.4
22.5
(4.9)%
21.5
20.2
6.4 %
Shareholders’ equity
215.3
195.2
10.3 %
205.3
177.2
15.9 %
(1) Interest-earning assets include: securities available for sale and securities held to maturity at amortized cost, loans and loans held for sale net of deferred loan fees, interest-
earning deposits, FHLBNY stock, FRBNY stock, equity investments, and federal funds sold.
(2) Loans and loans held for sale, net of deferred loan fees.
(3) Investments include securities available for sale at estimated fair value, securities held to maturity, at amortized cost, equity investments, FHLBNY stock, FRBNY stock,
federal funds sold and interest-earning deposits.
(4) Borrowings include overnight advances, term advances, and finance lease obligations.
Cash and Cash Equivalents
Total cash and cash equivalents increased $10.2 million compared to December 31, 2023, due to increases of $6.2 million in interest-earning deposits at other
financial institutions, and $4.0 million in cash and due from financial institutions.
Securities
The Corporation’s Funds Management Policy includes an investment policy that generally 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 generally classified as Available for Sale, while certain investments in local
municipal obligations are classified as Held to Maturity.
The available for sale segment of the securities portfolio totaled $531.4 million as of December 31, 2024, a decrease of $52.6 million, or 9.0%, from $584.0
million as of December 31, 2023. The decrease was primarily due to net paydowns and maturities of $49.6 million, mainly due to paydowns on mortgage-
backed securities and SBA pooled loan securities. The market value of securities available for sale decreased $0.7 million, due to unfavorable changes in
market interest rates during the current year. Partially offsetting the decrease in total investment securities was an increase of $3.6 million in FHLB and FRB
stock, at cost, primarily due to an increase in FHLBNY overnight advances as of December 31, 2024, compared to the prior year. The held to maturity segment
of the securities portfolio consists of obligations of political subdivisions in the Corporation’s market areas. These securities totaled $0.8 million as of
December 31, 2024, and December 31, 2023. Non-marketable equity securities as of December 31, 2024 include shares of FRBNY stock and FHLBNY stock,
carried at their cost of $1.9 million and $7.2 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. The yield on the Corporation's investment portfolio, inclusive of interest-earnings
deposits, as of December 31, 2024 and 2023 was 2.28% and 2.21% respectively, while the duration for the securities portfolio as of December 31, 2024 and
2023 was 4.0 years and 4.6 years, respectively.
(1)
(2)
(3)
(4)
47
The table below presents the composition of the Corporation's available for sale portfolio as of December 31, 2024 and 2023 (in thousands, except
percentages):
2024
2023
Estimated Fair
Value
% to Total
Portfolio
Estimated Fair
Value
% to Total
Portfolio
U.S. treasury notes and bonds
$
56,906
10.7 %
$
55,332
9.5 %
Mortgage-backed securities, residential
365,934
68.9 %
403,824
69.1 %
Obligations of states and political subdivisions
35,505
6.6 %
38,686
6.6 %
Other securities
73,097
13.8 %
86,151
14.8 %
Total securities available for sale
$
531,442
100.0 %
$
583,993
100.0 %
The table below sets forth the carrying amounts and maturities of held to maturity debt securities as of December 31, 2024 and the weighted average yields of
such securities (all yields are calculated on the basis of the amortized cost and weighted for the scheduled maturity of each security (in thousands, except
percentages):
MATURITIES AND YIELDS OF HELD TO MATURITY SECURITIES
Within One Year
After One, But Within Five
Years
After Five, But Within Ten
Years
After Ten Years
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Obligations of states and
political subdivisions
$
200
7.59 %
$
48
3.79 %
$
560
3.92 %
$
—
N/A
Total
$
200
7.59 %
$
48
3.79 %
$
560
3.92 %
$
—
N/A
The weighted-average yield on the Corporation's held to maturity debt securities as of December 31, 2024 was 4.83%, related to obligations of states and
political subdivisions. Management evaluates securities for credit loss exposure on a quarterly basis, and more frequently when economic or market conditions
warrant such an evaluation. For the years ended December 31, 2024 and 2023, the Corporation had no provisions for credit losses relating to its investment
securities.
Loans
The table below presents the Corporation’s loan composition by type and percentage of total loans for the years ended December 31, 2024 and December 31,
2023 (dollars in thousands):
LOAN COMPOSITION
December 31,
2024 v. 2023
2024
% of Total
2023
% of Total
$ Change
% Change
Commercial and industrial
$
299,521
14.5 %
$
264,396
13.4 %
$
35,125
13.3 %
Commercial mortgages:
Construction
94,943
4.6 %
138,887
7.0 %
(43,944)
(31.6)%
Commercial mortgages, other
1,122,061
54.2 %
984,038
49.9 %
138,023
14.0 %
Residential mortgages
274,979
13.3 %
277,992
14.1 %
(3,013)
(1.1)%
Consumer loans:
Home equity lines and loans
93,220
4.5 %
87,056
4.4 %
6,164
7.1 %
Indirect consumer loans
178,118
8.5 %
210,423
10.7 %
(32,305)
(15.4)%
Direct consumer loans
8,577
0.4 %
9,872
0.5 %
(1,295)
(13.1)%
Total
$
2,071,419
100.0 %
$
1,972,664
100.0 %
$
98,755
48
Portfolio loans totaled $2.071 billion as of December 31, 2024 and $1.973 billion as of December 31, 2023, an increase of $98.8 million, or 5.0%. The increase
was driven by increases of $94.1 million in commercial real estate loans, or 8.4%, and $35.1 million, or 13.3%, in commercial and industrial loans, partially
offset by decreases of $32.3 million in indirect consumer loans, or 15.4%, and $3.0 million, or 1.1%, in residential mortgages.
Commercial real estate lending continues to be a primary driver of asset growth for the Corporation, with persistent demand across the Corporation's footprint,
particularly in the Capital and Western New York regions. The increase in total commercial real estate loans was the result of a $138.0 million increase in
commercial mortgages, other, primarily driven by increases in non-owner occupied and multifamily properties, partially offset by a $43.9 million decrease in
construction loans, which reflect the conversion of a number of projects to permanent financing. Commercial real estate growth in the Capital Bank division
between December 31, 2023 and December 31, 2024 totaled $65.9 million, while growth in the Canal Bank division totaled $28.8 million, Commercial real
estate balances in the legacy Chemung Canal Trust Company market decreased by $0.6 million. Growth in commercial and industrial balances was also
primarily concentrated in the Capital and Western New York regions.
The decrease in indirect consumer loans was primarily due to turnover in the Corporation's auto lending portfolio during the year, as runoff of existing loans
exceeded originations. The decrease in residential mortgage loans was primarily due to an increase in residential mortgage originated and sold into the
secondary market. Residential mortgage originations held for investment on the balance sheet totaled $25.1 million and $20.8 million, respectively, for the
years ended December 31, 2024 and 2023, an increase of $4.2 million, while mortgage loans originated and sold into the secondary market totaled $11.5
million and $6.4 million, respectively, for the years ended December 31, 2024 and 2023, an increase of $5.1 million. Additionally, residential mortgage
origination activity remained weaker in 2024 due to the elevated interest rate environment and lower market mobility in the current environment.
The table below presents the Corporation’s outstanding loan balance by bank division (in thousands):
LOANS BY DIVISION
December 31,
2024
2023
2022
2021
2020
Chemung Canal Trust Company
$
626,903
$
665,701
$
651,516
$
592,172
$
658,468
Capital Bank Division
1,302,593
1,206,561
1,098,104
879,105
877,995
Canal Bank Division
141,923
100,402
79,828
46,972
—
Total Loans
$
2,071,419
$
1,972,664
$
1,829,448
$
1,518,249
$
1,536,463
All loans, excluding those originated by the Capital Bank and Canal Bank Divisions.
Commercial real estate lending represented the largest portion of the Corporation's loan portfolio as of December 31, 2024 and 2023. Commercial real estate
lending is comprised of the Construction and Commercial mortgage, other segments of the loan portfolio, as presented in Note 4 to the Corporation's
Consolidated Financial Statements. As of December 31, 2024 and 2023, total commercial real estate loans totaled $1.217 billion and $1.123 billion,
respectively. As the largest component of the Corporation's loan portfolio, quantitative and qualitative attributes of commercial real estate such as maturity and
repricing schedules may have a significant impact on management's strategic initiatives, and understanding such attributes is critical in understanding the
Corporation's anticipated future liquidity needs and sensitivity to changes in interest rates.
The following table presents commercial real estate loans by maturity and repricing date as of December 31, 2024 (dollars in thousands):
Commercial real estate loans:
2025
2026
2027
2028
2029
After 2029
Total
Maturing in:
$
83,690
$
63,091
$
81,968
$
83,130
$
102,882
$
802,243
$
1,217,004
Percentage of total
6.9 %
5.2 %
6.7 %
6.8 %
8.5 %
65.9 %
100.0 %
Repricing in:
$
419,049
$
85,249
$
96,990
$
104,433
$
116,248
$
395,035
$
1,217,004
Percentage of total
34.4 %
7.0 %
8.0 %
8.6 %
9.6 %
32.4 %
100.0 %
Includes fixed rate loans
(1)
(1)
(1)
(1)
49
Management evaluates the risk inherent in its portfolio of commercial real estate loans using a variety of metrics, including but not limited to type, geography,
collateral, and borrower or sponsor industry. The Corporation also monitors its level of non-owner occupied commercial real estate loans in relation to
regulatory capital, as defined by the Bank's regulators. As of December 31, 2024 and 2023, total non-owner occupied commercial real estate loans divided by
total Bank risk-based capital was 399.4% and 403.6%, respectively.
The table below presents the amortized basis of commercial real estate loans by type and percentage as of December 31, 2024 and 2023 (dollars in thousands):
Commercial real estate loans by type:
2024
% of Total
2023
% of Total
%
Change
Construction
$
94,943
7.8 %
$
138,887
12.4 %
(31.6)%
1-4 Family Residential
44,374
3.6 %
45,792
4.1 %
(3.1)%
Multifamily
398,728
32.8 %
349,327
31.1 %
14.1 %
Owner Occupied
142,279
11.7 %
123,989
11.0 %
14.8 %
Non-Owner Occupied
536,680
44.1 %
464,930
41.4 %
15.4 %
Total
$
1,217,004
100.0 %
$
1,122,925
100.0 %
1-4 Family Residential loans included in the commercial real estate segment are comprised of properties whose primary purpose is to generate rental income for the borrower,
but are not considered multifamily properties within the FFIEC's Call Report definition of a multifamily property. This may include single family residences, duplexes,
triplexes, and quadplexes.
Commercial real estate loans are primarily made within the counties comprising the geographic footprint of the Corporation's physical branch network, as well
as to borrowers whose business interests include projects that may be located in counties geographically contiguous with the Corporation's physical footprint.
The location of collateral securing commercial real estate loans typically mirrors the location of the properties being financed. However, certain commercial
real estate loans are secured by property other than the property being financed, and therefore the geographic location of collateral may differ from that of the
financed property.
The table below presents the amortized basis of commercial real estate loans by regional location of collateral and percentage as of December 31, 2024 and
2023 (dollars in thousands):
Commercial real estate loans by regional location
of collateral:
2024
% of Total
2023
% of Total
%
Change
Capital Region
$
783,342
64.3 %
$
736,971
65.6 %
6.3 %
Southern Tier & Finger Lakes
221,078
18.2 %
213,970
19.1 %
3.3 %
Western New York
155,527
12.8 %
123,202
11.0 %
26.2 %
Other
57,057
4.7 %
48,782
4.3 %
17.0 %
Total
$
1,217,004
100.0 %
$
1,122,925
100.0 %
(1)
(1)
50
The Corporation closely monitors economic and credit trends for the industries in which its commercial real estate borrowers are involved. Property types are
designated based on the purpose of the collateral securing commercial real estate loans. The table below presents the amortized basis of commercial real estate
loans by borrower industry and percentage as of December 31, 2024 and 2023 (dollars in thousands):
Commercial real estate loans by borrower
industry:
2024
% of Total
2023
% of Total
%
Change
Construction & Land Development
$
94,943
7.8 %
$
138,887
12.4 %
(31.6)%
Industrial
62,817
5.3 %
41,784
3.8 %
50.3 %
Warehouse & Storage
91,357
7.5 %
65,379
5.8 %
39.7 %
Retail
212,938
17.5 %
195,561
17.4 %
8.9 %
Office
122,248
10.0 %
118,344
10.5 %
3.3 %
Hotel
53,960
4.4 %
55,533
4.9 %
(2.8)%
1-4 Family Residential Rental
44,374
3.6 %
45,792
4.1 %
(3.1)%
Multifamily (5+)
427,257
35.1 %
373,569
33.3 %
14.4 %
Medical
45,480
3.7 %
32,859
2.9 %
38.4 %
Educational
22,129
1.8 %
25,738
2.3 %
(14.0)%
Other
39,501
3.3 %
29,479
2.6 %
34.0 %
Total
$
1,217,004
100.0 %
$
1,122,925
100.0 %
Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities, which may cause
them to be similarly impacted by changes in economic or other conditions. Industries are identified using NAICS codes, and the Corporation monitors specific
NAICS industry classifications of commercial loans to identify concentrations greater than 10.0% of total loans. As of December 31, 2024 and 2023,
commercial loans to borrowers involved in the real estate, and real estate rental and leasing businesses, were 50.9% and 49.5% 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 December 31, 2024 and 2023.
The table below shows the maturity of loans outstanding as of December 31, 2024. Also provided are the amounts due after one year, classified according to
fixed interest rates and variable interest rates (in thousands):
Within One
Year
After One But
Within Five
Years
After Five But
Within 15
Years
After 15 Years
Total
Commercial and industrial
$
103,116
$
114,251
$
79,602
$
2,552 $
299,521
Commercial mortgages:
Construction
13,644
25,895
55,404
—
94,943
Commercial mortgages, other
70,046
303,031
719,443
29,541
1,122,061
Residential mortgages
7,841
11,002
95,840
160,296
274,979
Consumer loans:
Home equity lines and loans
151
7,174
59,078
26,817
93,220
Indirect consumer loans
1,495
124,933
51,688
2
178,118
Direct consumer loans
307
5,488
1,526
1,256
8,577
Total
$
196,600
$
591,774
$
1,062,581
$
220,464 $
2,071,419
51
LOAN AMOUNTS CONTRACTUALLY DUE AFTER DECEMBER 31, 2025
Loans maturing with fixed interest rates:
After One But
Within Five Years
After Five But
Within 15 Years
After 15 Years
Total
Commercial and industrial
$
66,817
$
32,740
$
439
$
99,996
Commercial mortgages:
Construction
5,313
2,772
—
8,085
Commercial mortgages, other
190,280
151,750
6,955
348,985
Residential mortgages
10,981
91,299
112,367
214,647
Consumer loans:
Home equity lines and loans
5,978
50,261
419
56,658
Indirect consumer loans
124,933
51,688
2
176,623
Direct consumer loans
5,480
532
125
6,137
Total
$
409,782
$
381,042
$
120,307
$
911,131
Loans maturing with variable interest rates:
Commercial and industrial
$
47,434
$
46,862
$
2,113
$
96,409
Commercial mortgages:
Construction
20,582
52,632
—
73,214
Commercial mortgages, other
112,751
567,693
22,586
703,030
Residential mortgages
21
4,541
47,929
52,491
Consumer loans:
Home equity lines and loans
1,196
8,817
26,398
36,411
Indirect consumer loans
—
—
—
—
Direct consumer loans
8
994
1,131
2,133
Total
$
181,992
$
681,539
$
100,157
$
963,688
The Corporation has reporting systems to monitor: (i) loan origination and concentrations, (ii) delinquent loans, (iii) non-performing assets, including non-
performing loans, certain loans made with modifications to borrowers experiencing financial difficulty, other real estate owned, and repossessed vehicles (iv)
loans analyzed on an individual basis for credit risk, and (v) potential problem loans. Management reviews the adequacy of these systems on a regular basis.
Non-Performing Loans and Non-Performing Assets
Non-performing assets consist of non-performing loans, other real estate owned that has been acquired in partial or full satisfaction of loan obligations or upon
foreclosure, and vehicles that have been repossessed. Non-performing loans is comprised of nonaccrual loans. 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 on nonaccrual status unless factors exist that would
eliminate the need to classify a loan as such. A loan may also be designated as nonaccrual 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 into nonaccrual status, the accrual of interest is discontinued and
previously accrued interest is reversed. Payments received on nonaccrual loans are generally applied to principal using the cost recovery method. 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 nonaccrual loans where a portion of the
loan has been charged off, the remaining balance is kept in nonaccrual status until the entire principal balance has been recovered.
52
The following table summarizes the Corporation's non-performing assets as of December 31, (in thousands):
NON-PERFORMING ASSETS
2024
2023
2022
2021
2020
Non-performing loans
$
8,954
$
10,411
$
8,178
$
8,114
$
9,952
Other real estate owned and repossessions
652
326
195
113
237
Total non-performing assets
$
9,606
$
10,737
$
8,373
$
8,227
$
10,189
Ratio of non-performing loans to total loans
0.43 %
0.53 %
0.45 %
0.54 %
0.65 %
Ratio of non-performing assets to total assets
0.35 %
0.40 %
0.32 %
0.34 %
0.45 %
Ratio of allowance for credit losses to non-performing loans
238.87 %
216.28 %
240.39 %
259.17 %
210.25 %
Accruing loans past due 90 days or more
$
23
$
10
$
1
$
4
$
2
Not included in non-performing assets above.
Non-performing loans totaled $9.0 million as of December 31, 2024, or 0.43% of total loans, compared with $10.4 million as of December 31, 2023, or 0.53%
of total loans. The decrease in non-performing loans as of December 31, 2024 compared to December 31, 2023 was primarily due to the payoff of two larger
nonaccrual commercial real estate loans during 2024, comprised of a $2.2 million construction loan and a $1.9 million non-owner occupied loan. There was
$3.9 million in commercial loan balances added to non-performing loans during 2024, and $1.2 million in paydowns of existing non-performing commercial
loans during 2024. Non-performing assets, which are comprised of non-performing loans, other real estate owned, and repossessed vehicles, was $9.6 million,
or 0.35% of total assets, as of December 31, 2024, compared with $10.7 million, or 0.40% of total assets, as of December 31, 2023. The amortized basis of
accruing loans past due 90 days or more was less than $0.1 million as of December 31, 2024 and December 31, 2023, respectively.
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Corporation works closely with borrowers experiencing financial difficulties to identify viable solutions that minimize the potential for loss. The
Corporation monitors modifications made to borrowers experiencing financial difficulty in which contractual cash flows are directly impacted. Modifications
included under this guidance include principal reductions, reductions in effective interest rates, term extensions, significant payment delays, or a combination
thereof. ASU 2022-02 was implemented on January 1, 2023 on a prospective basis. As of December 31, 2024, the Corporation had nine total loans modified
under this accounting guidance, totaling $2.1 million, including four loans which were modified during the current year, compared with five loans as of
December 31, 2023, totaling $3.3 million, all of which were modified during the year of initial adoption. The loans modified during the current year included
two term extensions on commercial and industrial loans, one payment delay on a commercial real estate loan, and one payment delay on a residential mortgage.
During the year ended December 31, 2024 one commercial and industrial loan given a payment extension of six months during 2023 experienced a payment
default, while the remaining modified loans were performing under their modified terms. During the year ended December 31, 2024, two commercial
mortgages previously modified under ASU 2022-02 were paid off, with a combined amortized basis at payoff of $2.2 million.
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 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, which was adopted effective January 1, 2023. The allowance for credit losses covers a broad range of assets including loans, unfunded commitments,
and debt securities, incorporating both quantitative and qualitative components. As of December 31, 2024 and December 31, 2023, the Corporation did not
allocate any allowance for credit losses to its portfolios of available for sale or held to maturity debt securities, due to either the explicit or implicit U.S.
Government guarantee as to principal and interest payments on the majority of the portfolio, and the immateriality of credit risk on remaining unguaranteed
securities.
(1)
(1)
53
Loans are analyzed for credit loss on either an individual basis or a pooled (collective) basis, determined by risk characteristics. The Corporation begins
analyzing loans on an individual basis when management determines a loan no longer exhibited risk characteristics consistent with the risk characteristics in its
designated pool under the Corporation's CECL methodology. The amortized cost basis of individually analyzed loans as of December 31, 2024 totaled
$6.5 million, compared to $8.0 million as of December 31, 2023. Remaining loans are analyzed on a pooled basis and are segmented based on groups of
assigned FFIEC Call Report codes. Management seeks to disaggregate its loan portfolio in a granular enough manner to capture the risk profile of each loan,
yet broad enough to accurately allow for the application of certain pool-level assumptions.
A majority of the Corporation's individually analyzed loans are secured and measured for credit loss based on collateral evaluations, using the collateral-
dependent practical expedient prescribed by ASC 326. 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. A measurement is performed based upon the most recent appraisal on file to
determine the amount of any specific allocation to the allowance for credit losses or charge-off. In determining the amount of any specific allocation or charge-
off, the Corporation makes adjustments to reflect the estimated costs to sell the property. Upon receipt and review of updated appraisals, an additional
measurement is performed to determine if any adjustments are necessary to reflect proper provisioning or charge-offs. Individually analyzed loans are reviewed
on a quarterly basis to determine if any changes in credit quality or market conditions would require additional allocations to the allowance for credit losses or
recognition of additional charge-offs. Real estate values in each of the Corporation's market areas 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. Certain individually analyzed loans determined not to be collateral-dependent are analyzed using a cash flow analysis.
For pooled loans, quantitative analysis is based on an estimated discounted cash flow analysis (DCF) performed at the loan level. The modeled reserve
requirement equals the difference between the book balance of the loan as of 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 between a projected value of an economic indicator, and the implied historical
loss experience amongst a group of curated peers. The Corporation utilizes 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 a chosen economic indicator for each pool of
loans, and is then applied to the portfolio to derive the statistical loss implications thereof. An estimated 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, including its projections for U.S. civilian unemployment and U.S.
GDP growth, as the source for its readily available and reasonable economic forecast. The forecasted values are applied over a rolling four quarter period, and
revert to the historic mean of the economic variable over an eight quarter period, on a straight-line basis.
Qualitative adjustments represent management's expectation of certain risks not being fully captured in the quantitative portion of the model. Qualitative
adjustment rates are applied to each loan within a pool on a consistent basis. Factors considered as part of the qualitative adjustment analysis primarily include
economic considerations not captured by the model, changes in conditions within the Bank such as lending standards, personnel, and concentrations of credit,
among others, as well as 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 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 individually analyzed loans, and determinations concerning qualitative
adjustments. While management uses available information to recognize estimated credit losses, 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.
54
The allowance for credit losses was $21.4 million as of December 31, 2024, compared to $22.5 million as of December 31, 2023. The allowance for credit
losses was 238.87% of non-performing loans as of December 31, 2024, compared to 216.28% as of December 31, 2023. The ratio of allowance for credit losses
on loans to total loans was 1.03% as of December 31, 2024, compared to 1.14% as of December 31, 2023, respectively. Including the allowance for credit
losses allocated to unfunded commitments, the ratio of the allowance for credit losses to total loans was 1.07% as of December 31, 2024, compared to 1.19% as
of December 31, 2023. The allowance for credit losses on unfunded commitments is included in the line item accrued interest payable and other liabilities in
the Consolidated Balance Sheets. The decrease in the allowance for credit losses during the current year was primarily due to the annual review and update of
loss drivers used in the CECL model. Recalibration of loss drivers are applied in the first quarter of each year, and for 2024 resulted in a decline in baseline loss
rates used in the model. The loss drivers used in each of the Corporation's pools of loans, either U.S. civilian unemployment or U.S. GDP growth, did not
change as a result of these updates. Modeled economic conditions were relatively consistent between December 31, 2023 and December 31, 2024.
Net charge-offs for the year ended December 31, 2024 were $1.2 million compared with net charge-offs of $0.9 million for the year ended December 31, 2023.
The ratio of net charge-offs to average loans outstanding was 0.06% for 2024 and 0.05% for 2023. Net charge-offs for the year ended December 31, 2024 were
primarily due to $0.2 million in net charge-offs on commercial and industrial loans, comprised of $0.3 million in charge-offs on two loans in the fourth quarter
of 2024 and $0.1 million in recoveries of previously charged-off loans throughout the year, and $1.0 million in net charge-offs of consumer loans, primarily
relating to the indirect auto lending portfolio. Similarly, net charge-offs for the year ended December 31, 2023 were primarily due to the $0.3 million charge-off
of a commercial and industrial loan and consumer charge-offs related to the indirect auto lending portfolio.
55
The table below summarizes the Corporation’s allowance for credit losses, nonaccrual loans, and ratio of net charge-offs and recoveries to average loans
outstanding by loan category at or for the years ended December 31, 2024 and 2023 (in thousands):
ALLOWANCE AND LOAN CREDIT RATIOS BY LOAN CATEGORY
Balance as of December 31, 2024
Allowance
for credit
losses
Allowance to
loans
Non-
performing
loans
Non-performing
loans to loans
Allowance to
non-performing
loans
Net
charge-offs
(recoveries) to
average loans
Commercial and industrial
$
4,520
1.51 %
$
1,534
0.51 %
294.65 %
0.06 %
Commercial mortgages
11,214
0.92 %
4,959
0.41 %
226.13 %
— %
Residential mortgages
2,259
0.82 %
1,372
0.50 %
164.65 %
(0.01)%
Consumer loans
3,395
1.21 %
1,089
0.39 %
311.75 %
0.35 %
Total
$
21,388
1.03 %
$
8,954
0.43 %
238.87 %
0.06 %
Ratio represents a percentage of year end loan balances.
Balance as of December 31, 2023
Allowance
for credit
losses
Allowance to
loans
Non-
performing
loans
Non-performing
loans to loans
Allowance to
non-performing
loans
Net
charge-offs
(recoveries) to
average loans
Commercial and industrial
$
5,055
1.91 %
$
1,930
0.73 %
261.92 %
0.10 %
Commercial mortgages
12,026
1.07 %
5,969
0.53 %
201.47 %
— %
Residential mortgages
2,194
0.79 %
1,315
0.47 %
166.84 %
0.01 %
Consumer loans
3,242
1.05 %
1,197
0.39 %
270.84 %
0.21 %
Total
$
22,517
1.14 %
$
10,411
0.53 %
216.28 %
0.05 %
Ratio represents a percentage of year end loan balances.
Consolidated Ratios as of December 31,
2024
2023
Non-performing loans to total loans
0.43 %
0.53 %
Allowance for credit losses on loans to total loans
1.03 %
1.14 %
Allowance for credit losses on loans and unfunded commitments to total loans
1.07 %
1.19 %
Allowance for credit losses to non-performing loans
238.87 %
216.28 %
The increase in the allowance to nonaccrual loans was primarily due to a 14.0% decrease in nonaccrual loans between December 31, 2023 and December 31,
2024, or $1.5 million, which was only partially offset by a 5.0% decrease in the allowance for credit losses, or $1.1 million. The majority of loan balances
removed from nonaccrual loan balances during 2024 either due to payoff or return to accrual status did not have an associated specific allocation in the
allowance for credit losses, primarily due to being well collateralized by real estate. Similarly, a majority of loan balances added to nonaccrual status during
2024 did not have an associated specific allocation in the allowance for credit losses as of December 31, 2024, due to being well collateralized by real estate.
Of the loans added to nonaccrual during 2024 only one loan, a $1.0 million commercial real estate loan secured by 1-4 family residential properties, had a
specifc allocation in the allowance for credit losses as of December 31, 2024, which was $0.1 million.
1
1
(1)
1
1
(1)
56
The table below summarizes the Corporation's credit loss experience for the years ended December 31, 2024 and 2023 (in thousands, except ratio data):
SUMMARY OF CREDIT LOSS EXPERIENCE
2024
2023
Allowance for credit losses at beginning of year
$
22,517
$
19,659
Impact of ASC 326 Adoption
—
374
Charge-offs:
Commercial and industrial
302
281
Commercial mortgages
—
—
Residential mortgages
21
32
Consumer loans
1,550
1,070
Total Charge-Offs
1,873
1,383
Recoveries:
Commercial and industrial
128
22
Commercial mortgages
4
4
Residential mortgages
62
—
Consumer loans
519
416
Total Recoveries
713
442
Net charge-offs
1,160
941
Provision (credit) for credit losses on-balance sheet exposure
31
3,425
Allowance for credit losses at end of year
$
21,388
$
22,517
Additional provision related to off-balance sheet exposure was a credit of $77 thousand for the year ended December 31, 2024 and a credit of $163 thousand for the year
ended December 31, 2023.
Other Real Estate Owned and Repossessed Vehicles
As of December 31, 2024, OREO totaled $0.4 million compared to $0.3 million as of December 31, 2023. There were four properties relating to residential
mortgages and four properties relating to residential home equity loans added to OREO in 2024. Three properties relating to residential mortgages and three
properties relating to home equity loans were sold from OREO during 2024, resulting in a net loss on sale of OREO of $18 thousand for the year ended
December 31, 2024. The Corporation had $0.2 million in repossessed vehicles as of December 31, 2024, which is included in other assets on the Consolidated
Balance Sheet, and is a component of non-performing assets.
(1)
(1)
57
Deposits
The table below summarizes the Corporation’s deposit composition by segment as of December 31, 2024, and 2023, and the dollar and percent change from
December 31, 2023 to December 31, 2024 (in thousands, except percentages):
DEPOSITS
2024
2023
2024 v. 2023
Amount
% of Total
Amount
% of Total
$ Change
% Change
Non interest-bearing demand deposits
$
625,762
26.1 %
$
653,166
26.8 %
$
(27,404)
(4.2)%
Interest-bearing demand deposits
306,536
12.8 %
291,138
12.0 %
15,398
5.3 %
Insured money market deposits
595,123
24.8 %
623,714
25.7 %
(28,591)
(4.6)%
Savings deposits
245,550
10.2 %
249,144
10.3 %
(3,594)
(1.4)%
Certificates of deposit $250,000 or less
401,563
16.8 %
365,058
15.0 %
36,505
10.0 %
Certificates of deposit greater than $250,000
101,125
4.3 %
76,804
3.2 %
24,321
31.7 %
Brokered deposits
92,159
3.8 %
142,776
5.9 %
(50,617)
(35.5)%
Other time deposits
29,065
1.2 %
27,627
1.1 %
1,438
5.2 %
Total deposits
$
2,396,883
100.0 %
$
2,429,427
100.0 %
$
(32,544)
(1.3)%
Deposits totaled $2.397 billion as of December 31, 2024, compared with $2.429 billion as of December 31, 2023, a decrease of $32.5 million, or 1.3%. As of
December 31, 2024, demand deposit and insured money market deposits comprised 63.7% of total deposits compared with 64.5% as of December 31, 2023.
The decrease in deposits was attributable to decreases of $50.6 million in brokered deposits, $28.6 million in insured money market deposits, $27.4 million in
non interest-bearing demand deposits, and $3.6 million in savings deposits. These decreases were partially offset by increases of $62.3 million in customer time
deposits and $15.4 million in interest-bearing demand deposits, primarily due the higher interest rate environment and a a shift in the mix of deposits towards
higher cost interest-bearing accounts such as time deposits, when compared to the prior year. Excluding brokered deposits, total deposits increased $18.1
million compared to December 31, 2023.
The table below summarizes the Corporation’s deposit composition by customer as of December 31, 2024, and 2023 (in thousands, except percentages):
2024
2023
Amount
% of Total
Amount
% of Total
Consumer
$
1,076,371
44.9 %
$
1,023,866
42.1 %
Commercial
695,505
29.0 %
684,057
28.2 %
Public
145,573
6.1 %
153,241
6.3 %
Brokered
92,159
3.8 %
142,776
5.9 %
ICS/CDARs
387,275
16.2 %
425,487
17.5 %
Total deposits
$
2,396,883
100.0 %
$
2,429,427
100.0 %
As of December 31, 2024, public funds deposits totaled $266.3 million, compared with $293.1 million as of December 31, 2023. The Corporation has
developed a program for the retention and management of public funds deposits. These deposits are from public entities, such as school districts and
municipalities. There is a seasonal component to public deposit levels associated with annual tax collections. Public funds deposits generally increase at the end
of the first and third quarters. Public funds deposit accounts above the FDIC insured limit are collateralized by municipal bonds and eligible government and
government agency securities such as those issued by the FHLB, Fannie Mae, and Freddie Mac.
58
The table below summarizes the Corporation’s public funds deposit composition by segment (in thousands, except percentages) as of December 31, 2024 and
2023:
Public Funds:
2024
2023
Non interest-bearing demand deposits
$
14,673
$
13,595
Interest-bearing demand deposits
58,187
63,370
Insured money market deposits
175,064
186,192
Savings deposits
11,263
7,708
Time deposits
7,131
22,196
Total public funds
$
266,318
$
293,061
Total deposits
$
2,396,883
$
2,429,427
Percentage of public funds to total deposits
11.1 %
12.1 %
The aggregate amount of the Corporation's outstanding uninsured deposits was $652.3 million, or 27.2% of total deposits, and $655.7 million, or 27.0% of total
deposits, as of December 31, 2024 and 2023, respectively. As of December 31, 2024, the aggregate amount of the Corporation's outstanding certificates of
deposit in amounts greater than $250,000 was $101.1 million. The table below presents the Corporation's scheduled maturity of those certificates as of
December 31, 2024 (in thousands):
Maturities
3 months or less
$
60,936
Over 3 through 6 months
31,795
Over 6 through 12 months
5,863
Over 12 months
2,531
Total
$
101,125
The table below presents the Corporation's deposits balance by bank division (in thousands):
DEPOSITS BY DIVISION
December 31,
2024
2023
2022
2021
2020
Chemung Canal Trust Company*
$
1,984,387
$
2,042,679
$
1,889,018
$
1,738,015
$
1,686,370
Capital Bank Division
399,411
380,962
435,207
415,607
351,404
Canal Bank Division
13,085
5,786
3,002
1,811
—
Total deposits
$
2,396,883
$
2,429,427
$
2,327,227
$
2,155,433
$
2,037,774
*All deposits, excluding those originated by the Capital Bank and Canal Bank Divisions, and including brokered deposits.
In addition to consumer, commercial and public deposits, other sources of funds include 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 applies
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. The CDARS and ICS reciprocal
program uses a sophisticated matching system, where funds are exchanged on a dollar-for-dollar basis, so that the equivalent of an original deposit comes back
to the originating institution. Additionally, the CDARS and ICS One-Way Buy Program allows the Corporation to obtain wholesale brokered deposits through
the system. Deposits placed in the CDARS and ICS programs were $507.8 million and $424.6 million as of December 31, 2024 and 2023, respectively.
Brokered deposits, which include funds obtained through brokers or the CDARS and ICS one-way buy programs, were $92.2 million and $142.8 million as of
December 31, 2024 and 2023.
59
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) acquiring 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) linking
business and consumer loans to the customer's primary checking account at the Bank, (v) aggressively promoting direct deposit of client’s payroll checks or
benefit checks and (vi) constantly monitoring 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.
Information regarding deposits is included in Note 8 to the audited Consolidated Financial Statements appearing elsewhere in this report.
Borrowings
FHLBNY overnight advances were $109.1 million and $31.9 million as of December 31, 2024 and 2023, respectively, an increase of $77.2 million as of
December 31, 2024, compared to December 31, 2023. For each year ended December 31, 2024, and 2023 respectively, the average outstanding balance of
borrowings that mature in one year or less did not exceed 30% of shareholders' equity. There were no FHLBNY or FRB term advances as of December 31,
2024, and 2023.
Information regarding FHLBNY advances is included in Note 9 of the audited Consolidated Financial Statements appearing elsewhere in this report. There
were no securities sold under agreements to repurchase as of and for the years ended December 31, 2024, or 2023.
Derivatives
The Corporation offers interest rate swap agreements to qualified commercial lending customers, which allow customers to effectively fix the interest rate on
variable rate loans by entering into a separate agreement. Simultaneous with the execution of such an agreement with a customer, the Corporation enters into a
mirroring agreement with an unrelated counterparty, a Domestic Systemically Important Bank (D-SIB), which allows the Corporation to continue receiving the
variable rate under its loan agreement with the customer. Agreements with the unrelated counterparty are not designated as hedge contracts. Additionally, the
agreements, as free-standing derivatives, are recorded at fair value in the Corporation's Consolidated Balance Sheets, which typically involves a day one gain.
Since the terms of mirroring interest rate swap agreements are identical, the income statement impact to the Corporation is limited to the day one gain and a
valuation allowance for potential credit loss exposure, in the event of nonperformance. The Corporation recognized $0.3 million in swap income for each of the
years ended December 31, 2024 and 2023, respectively.
The Corporation also participates in the credit exposure of certain interest rate swaps of lead banks in which it is a participant in the related commercial loan.
The Corporation receives an upfront fee for participating in the credit exposure of these interest rate swaps and immediately recognizes the fee as other non-
interest income. The Corporation is exposed to its share of the credit loss equal to the fair value of the derivatives in the event of nonperformance by the
counterparty to the lead bank's interest rate swap. The Corporation determines the fair value of the credit loss exposure using historical loss experience for the
loan category associated with the exposure.
Information regarding derivatives is included in Note 11 to the audited Consolidated Financial Statements appearing elsewhere in this report.
Shareholders’ Equity
Total shareholders’ equity was $215.3 million as of December 31, 2024, compared with $195.2 million as of December 31, 2023, an increase of $20.1 million,
or 10.3%. The increase in shareholders' equity was due primarily to an increase of $17.8 million in retained earnings and a decrease of $0.9 million in
accumulated other comprehensive loss. The increase in retained earnings was due primarily to net income of $23.7 million, offset by $5.9 million in dividends
declared during the year ended December 31, 2024. The decrease in accumulated other comprehensive loss was primarily due to revised actuarial assumptions
related to the Corporation's pension plans, offset by the unfavorable impact of interest rates on available for sale securities during the current year.
60
Treasury stock decreased $0.3 million primarily due to the Corporation's issuance of shares related to the Corporation's employee benefit plans. Total
shareholders’ equity to total assets ratio was 7.76% as of December 31, 2024 compared with 7.20% as of December 31, 2023. Tangible equity to tangible assets
ratio was 7.02% as of December 31, 2024, compared with 6.45% as of December 31, 2023. See the GAAP to Non-GAAP reconciliation on pages 65-68.
The Bank is subject to the capital adequacy guidelines of the Federal Reserve, which establish a framework for the classification of financial institutions into
five categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of December 31,
2024, the Bank’s capital ratios were in excess of those required to be considered well-capitalized under regulatory capital guidelines. A comparison of the
Bank’s actual capital ratios to the ratios required to be adequately or well-capitalized as of December 31, 2024 and 2023, is included in Footnote 19 of the
audited Consolidated Financial Statements. For more information regarding current capital regulations see Part I-“Business-Supervision and Regulation-
Regulatory Capital Requirements.”
Cash dividends declared during 2024 and 2023 each totaled $5.9 million, or $1.24 per share. Dividends declared during 2024 amounted to 24.91% of net
income compared to 23.41% of net income for 2023. Management seeks to continue generating sufficient capital internally, while continuing to pay dividends
to the Corporation’s shareholders.
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 announced that the Board of Directors approved a stock repurchase program. Under the 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. As of December 31, 2024, 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. The remaining buyback authority under the share
repurchase program was 200,816 shares as of December 31, 2024.
On June 22, 2023, the Corporation filed with the SEC a Form S-3 Registration Statement under the Securities Act of 1933. The Corporation's Board of
Directors approved the filing with the SEC of a Shelf Registration Statement to register for sale from time to time up to $75 million of the following securities:
(i) shares of common stock; (ii) unsecured debt securities, which may consist of notes, debentures or other evidences of indebtedness; (iii) warrants; (iv)
purchase contracts; (v) units consisting of any combination of the foregoing; and (vi) subscription rights to purchase shares of common stock or debt securities.
The SEC declared the registration statement effective on July 13, 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 $250,000 or more, brokered deposits, FHLBNY
overnight and term advances, FRB advances, and securities sold under agreements to repurchase. Borrowings may be used on a short-term basis for liquidity
purposes or on a long-term basis to fund asset growth.
Uninsured deposits totaled $652.3 million as of December 31, 2024, or 27.2% of total deposits, including $145.6 million of municipal deposits collateralized
by pledged assets, when required. As of December 31, 2023, uninsured deposits totaled $655.7 million, or 27.0% of total deposits, including $153.2 million of
municipal deposits collateralized by pledged assets when required. The Corporation considers the level of uninsured deposits to be an important factor when
considering liquidity management and strategic decisions due to their fluidity.
As of December 31, 2024, the Corporation's cash and cash equivalents balance was $47.0 million. The Corporation also maintains an investment portfolio of
securities available for sale, comprised primarily of mortgage-backed securities, U.S. Government Treasury securities, Small Business Administration loan
pools, 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 December 31, 2024, the Corporation's investment in securities available for sale was $531.4 million, $349.9 million of which was
not pledged as collateral.
61
The Corporation is a member of the FHLBNY, which allows it to access borrowings to enhance management's ability to satisfy future liquidity needs. The
Bank has pledged $244.6 million and $254.6 million of residential mortgage loans and home equity loans under a blanket lien arrangement as collateral for
future borrowings, as of December 31, 2024 and 2023, respectively. Borrowings may be used on a short-term basis for liquidity or on a long-term basis to fund
asset growth.
The below table summarizes the Corporation's total sources of liquidity as of December 31, 2024 and 2023 (in millions):
2024
2023
Total
Available
Outstanding
Remaining
Available
Total Available
Outstanding
Remaining
Available
FHLB advances
$
221.1
$
109.1
$
112.0
$
225.3 $
31.9
$
193.4
Correspondent bank line of credit
75.0
—
75.0
60.0
—
60.0
Brokered deposits
277.6
92.1
185.5
271.1
142.8
128.3
Unencumbered securities
349.9
—
349.9
329.0
—
329.0
Total sources of liquidity
$
923.6
$
201.2
$
722.4
$
885.4 $
174.7
$
710.7
Total available based on the Corporation's internal limit.
Consolidated Cash Flows Analysis
The table below summarizes the Corporation's cash flows on a direct basis, for the years indicated (in thousands):
CONSOLIDATED SUMMARY OF CASH FLOWS
Years Ended December 31,
(in thousands)
2024
2023
Net cash provided by operating activities
$
29,815
$
30,881
Net cash used by investing activities
(57,723)
(82,381)
Net cash provided by financing activities
38,096
32,478
Net increase (decrease) in cash and cash equivalents
$
10,188
$
(19,022)
Operating activities
The Corporation believes cash flows from operations, available cash balances and its ability to generate cash through borrowings are sufficient to fund the
Corporation’s operating liquidity needs. Cash provided by operating activities in the years ended December 31, 2024 and 2023 predominantly resulted from net
income after non-cash operating adjustments.
Investing activities
Cash used in investing activities during the years ended December 31, 2024 and 2023 predominantly resulted from a net increase in loans, offset by maturities,
and principal collected on securities available for sale.
Financing activities
Cash provided by financing activities during the years ended December 31, 2024 and 2023 resulted primarily from an increase in certificate of deposits,
brokered deposits, and FHLBNY overnight advances, offset by the payment of dividends to shareholders.
Off-balance Sheet Arrangements
In the normal course of operations, the Corporation engages in a variety of financial transactions that, in accordance with GAAP are not recorded in the
financial statements. The Corporation is also 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, commitments to fund new loans, interest rate swaps, and risk participation agreements. 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.
(1)
(1)
62
The table below shows the Corporation’s off-balance sheet arrangements as of December 31, 2024 (in thousands):
COMMITMENT MATURITY BY PERIOD
Total
2025
2026-2027
2028-2029
2030 and
thereafter
Standby letters of credit
$
19,180 $
15,262
$
777
$
3,121
$
20
Unused portions of lines of credit
269,910
269,910
—
—
—
Commitments to fund new loans
79,526
79,526
—
—
—
Total
$
368,616 $
364,698
$
777
$
3,121
$
20
Not included in this total are unused portions of home equity lines of credit, credit card lines, and consumer overdraft protection lines of credit, since no contractual
maturity dates exist for these types of loans. Commitments to outside parties under these lines of credit were $69.4 million, $13.7 million and $7.3 million, respectively, as
of December 31, 2024.
Includes commercial construction draw notes which may include draw periods scheduled to extend beyond December 31, 2025.
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. As of December 31, 2024 the Bank has not elected to use the community bank leverage ratio.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, under capitalized, significantly under capitalized, and
critically under capitalized, 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 December 31, 2024 and December 31, 2023 the Corporation and Bank met all capital adequacy requirements to which they
were subject. As of December 31, 2024, the Corporation is not 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 December 31, 2024, 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. There have been no conditions or events since that notification that management believes have
changed the Bank's capital category. Additionally, the Bank exceeded the capital conservation buffer above the adequately capitalized risk-based capital ratios,
as of December 31, 2024.
The regulatory capital ratios as of December 31, 2024 and 2023 were calculated under Basel III rules. There is no threshold for well-capitalized status for bank
holding companies. Refer to Note 19 of the audited Consolidated Financial Statements appearing elsewhere in this report for a table summarizing the
Corporation's and the Bank's actual and required regulatory capital ratios. For more information regarding current capital regulations see Part I-“Business-
Supervision and Regulation-Regulatory Capital Requirements.”
(1)
(2)
(1)
(2)
63
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
the current year’s net income, combined with the retained net income of the preceding two years. As of December 31, 2024, the Bank could, without prior
approval, declare dividends of approximately $62.2 million.
Adoption of New Accounting Standards
For a discussion of the impact of recently issued accounting standards, please see Note 1 to the Corporation's audited Consolidated Financial Statements which
begins on page F-10.
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 F-4 through F-9. That
presentation provides the reader with an understanding of the Corporation’s results that can be tracked consistently from year-to-year and enables a comparison
of the Corporation’s performance with other companies’ GAAP financial statements.
In addition to analyzing the Corporation’s results on a reported basis, management uses certain non-GAAP financial measures, because it believes these non-
GAAP financial measures provide information to investors about the underlying operational performance and trends of the Corporation and, therefore, facilitate
a comparison of the Corporation with the performance of its competitors. Non-GAAP financial measures used by the Corporation may not be comparable to
similarly named non-GAAP financial measures used by other companies.
The SEC has adopted Regulation G, which applies to all public disclosures, including earnings releases, made by registered companies that contain “non-
GAAP financial measures.” Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along
with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest
comparable GAAP financial measure and a statement of the Corporation’s reasons for utilizing the non-GAAP financial measure as part of its financial
disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on
GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. The following measures used in this
Report, which are commonly utilized by financial institutions, have not been specifically exempted by the SEC and may constitute "non-GAAP financial
measures" within the meaning of the SEC's 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.
64
(in thousands, except ratio data)
As of or for the Years Ended December 31,
Net Interest Margin - Fully Taxable Equivalent
2024
2023
Net interest income (GAAP)
$
74,059
$
74,457
Fully taxable equivalent adjustment
336
366
Fully taxable equivalent net interest income (non-GAAP)
$
74,395
$
74,823
Average interest-earning assets (GAAP)
$
2,698,148
$
2,621,251
Net interest margin - fully taxable equivalent (non-GAAP)
2.76 %
2.85 %
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.
(in thousands, except ratio data)
As of or for the Years Ended December 31,
Efficiency Ratio
2024
2023
Net interest income (GAAP)
$
74,059
$
74,457
Fully taxable equivalent adjustment
336
366
Fully taxable equivalent net interest income (non-GAAP)
$
74,395
$
74,823
Non-interest income (GAAP)
$
23,230
$
24,549
Less: net (gains) losses on security transactions
—
39
Less: recognition of employee retention tax credit
—
(2,370)
Adjusted non-interest income (non-GAAP)
$
23,230
$
22,218
Non-interest expense (GAAP)
$
67,250
$
64,243
Efficiency ratio (unadjusted)
69.12 %
64.89 %
Efficiency ratio (adjusted)
68.89 %
66.20 %
65
Tangible Equity and Tangible Assets (Year-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 year-end. These measures are meaningful to the
Corporation, as well as investors and analysts, in assessing the Corporation’s use of equity.
(in thousands, except per share and ratio data)
As of or for the Years Ended December 31,
Tangible Equity and Tangible Assets (Year End)
2024
2023
Total shareholders' equity (GAAP)
$
215,309
$
195,241
Less: intangible assets
(21,824)
(21,824)
Tangible equity (non-GAAP)
$
193,485
$
173,417
Total assets (GAAP)
$
2,776,147
$
2,710,529
Less: intangible assets
(21,824)
(21,824)
Tangible assets (non-GAAP)
$
2,754,323
$
2,688,705
Total equity to total assets at end of year (GAAP)
7.76 %
7.20 %
Book value per share (GAAP)
$
45.13
$
41.07
Tangible equity to tangible assets at end of year (non-GAAP)
7.02 %
6.45 %
Tangible book value per share (non-GAAP)
$
40.55
$
36.48
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 year. 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.
(in thousands, except ratio data)
As of or for the Years Ended December 31,
Tangible Equity (Average)
2024
2023
Total average shareholders' equity (GAAP)
$
205,280
$
177,187
Less: average intangible assets
(21,824)
(21,824)
Average tangible equity (non-GAAP)
$
183,456
$
155,363
Return on average equity (GAAP)
11.53 %
14.11 %
Return on average tangible equity (non-GAAP)
12.90 %
16.09 %
66
Adjustments for Certain Items of Income or Expense
In addition to disclosures of certain GAAP financial measures, including net income, EPS, ROAA, and ROAE, we may also provide comparative disclosures
that adjust these GAAP financial measures for a particular year by removing from the calculation thereof the impact of certain transactions or other material
items of income or expense occurring during the year, 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 year 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.
(in thousands, except per share and ratio data)
As of or for the Years Ended December 31,
Non-GAAP Net Income
2024
2023
Reported net income (GAAP)
$
23,671
$
25,000
Net (gains) losses on security transactions (net of tax)
—
29
Recognition of employee retention tax credit
—
(1,873)
Net income (non-GAAP)
$
23,671
$
23,156
Average basic and diluted shares outstanding
4,770
4,732
Reported basic and diluted earnings per share (GAAP)
$
4.96
$
5.28
Reported return on average assets (GAAP)
0.86 %
0.94 %
Reported return on average equity (GAAP)
11.53 %
14.11 %
Basic and diluted earnings per share (non-GAAP)
$
4.96
$
4.89
Return on average assets (non-GAAP)
0.86 %
0.87 %
Return on average equity (non-GAAP)
11.53 %
13.07 %
67
ITEM 7A. 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 interest-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. As of December 31, 2024, it is estimated that immediate decreases of
100 basis points and 200 basis points in interest rates would positively impact the next 12 months net interest income by 3.68% and 6.23%, respectively, while
immediate increases of 100 basis points and 200 basis points would positively impact the next 12 months net interest income by 1.23% and 2.40%,
respectively. All scenarios are within the Corporation's policy guidelines.
Change in interest rates
Percentage Increase (Decrease) in Net Interest
Income over 12 Months
200 basis points decrease
6.23%
100 basis points decrease
3.68%
100 basis points increase
1.23%
200 basis points increase
2.40%
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. As of December 31, 2024, it is estimated that immediate decreases of 100 basis points and 200 basis points in interest rates would positively impact the
market value of the Corporation’s capital account by 3.72% and 4.95%, respectively. Immediate increases of 100 basis points and 200 basis points in interest
rates would positively impact the market value by 0.38% and 1.02%, respectively. All scenarios are within the Corporation's policy guidelines.
Change in interest rates
Percentage Increase (Decrease) in Present Value of
Corporation's Equity
200 basis points decrease
4.95%
100 basis points decrease
3.72%
100 basis points increase
0.38%
200 basis points increase
1.02%
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.
68
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 member), Chief Credit Officer, Chief Risk Officer, Business
Client Division Manager, Divisional Presidents, and Commercial Loan Manager, implements the Board-approved loan policy.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements listed in Part IV, Item 15 are filed as part of this report and appear on pages F-1 through F-64.
69
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Corporation's management, with the participation of our Chief Executive Officer, who is the Corporation's principal executive officer, and our Chief
Financial Officer and Treasurer, who is the Corporation's principal financial officer, evaluated the effectiveness of the Corporation's disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2024. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer and Treasurer have concluded that the Corporation's disclosure controls and procedures are effective as of
December 31, 2024.
(b) Management's Report on Internal Control over Financial Reporting
We, as members of management of the Corporation, are responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Corporation's internal control over financial reporting is a process designed to provide
reasonable assurance to the Corporation's management and Board of Directors regarding the reliability of financial reporting and the preparation of the
Corporation's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Corporation, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the
Corporation are being made only in accordance with authorizations of management and directors of the Corporation, and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.
As of December 31, 2024 management assessed the effectiveness of the Corporation's internal control over financial reporting based on criteria established in
the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). The
objective of this assessment was to determine whether the Corporation's internal control over financial reporting was effective as of December 31, 2024. Based
on the assessment, we assert that the Corporation maintained effective internal control over financial reporting as of December 31, 2024 based on the specified
criteria.
(c) Changes in Internal Control over Financial Reporting
During the fourth quarter of 2024, there have been no changes in the Corporation’s internal control over financial reporting that have materially affected, or that
are reasonably likely to material affect, the Corporation’s internal control over financial reporting.
/s/ Anders M. Tomson
/s/ Dale M. McKim, III
Anders M. Tomson
Dale M. McKim, III
President and Chief Executive Officer
Chief Financial Officer and Treasurer
March 14, 2025
March 14, 2025
Item 9B. OTHER INFORMATION
During the fourth quarter of 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of
Corporation securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that
term is used in SEC regulations.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
70
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information responsive to this Item 10 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end.
The Corporation has an Insider Trading Policy governing the purchase, sale and other disposition of the Chemung Financial Corporation's securities that
applies to all personnel of the Corporation and its subsidiaries, including directors, officers, employees and other covered persons. The Corporation believes
that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing
standards. A copy of the Corporation's insider trading policy is filed as Exhibit 19 to this report.
ITEM 11. EXECUTIVE COMPENSATION
Information responsive to this Item 11 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER
MATTERS
Information responsive to this Item 12 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responsive to this Item 13 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responsive to this Item 14 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end.
71
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) The following consolidated financial statements of the Corporation appear on pages F-1 through F-64 of this report and are incorporated in Part II,
Item 8:
Report of Independent Registered Public Accounting Firm-Crowe LLP PCAOB #173
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Income for the two years ended December 31, 2024
Consolidated Statements of Comprehensive Income (Loss) for the two years ended December 31, 2024
Consolidated Statements of Shareholders' Equity for the two years ended December 31, 2024
Consolidated Statements of Cash Flows for the two years ended December 31, 2024
Notes to Consolidated Financial Statements
(2) Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial
Statements or the Notes thereto under Item 8, "Financial Statements and Supplementary Data".
(b) The following exhibits are either filed with this Form 10-K or are incorporated herein by reference.
The Corporation's Securities Exchange Act file number is 000-13888.
Exhibit
The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation’s Securities
Exchange Act file number is 000-13888.
3.1
Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to
Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008).
3.2
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008).
3.3
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated by
reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15,
2006).
3.4
Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2
to Registrant’s Form 8-K and filed with the Commission on August 17, 2022).
4.1
Specimen Stock Certificate (filed as Exhibit 4.1 to Registrant's Form 10-K for the year ended December 31, 2002 and incorporated herein by
reference).
4.2
Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed herewith (as incorporated by
reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020).
10.1
Chemung Financial Corporation 2014 Omnibus Plan and Component Plans (Chemung Financial Corporation Restricted Stock Plan,
Chemung Financial Corporation Incentive Compensation Plan, Chemung Financial Corporation Directors’ Compensation Plan and Chemung
Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan) (filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to
Registrant’s Form S-8 filed with the Commission on January 27, 2015 and incorporated herein by reference).
10.2
Change of Control Agreement dated December 19, 2018 between Chemung Canal Trust Company and Anders M. Tomson, President and
Chief Executive Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2018 and incorporated
herein by reference).
10.3
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Peter K. Cosgrove, Executive Vice
President and Chief Credit Officer, and incorporated herein by reference.
10.4
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Daniel D. Fariello, President of
Capital Bank Division (filed as Exhibit 10.2 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and incorporated
herein by reference).
72
10.5
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Loren D. Cole, Executive Vice
President and Chief Information Officer, (as incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended
December 31, 2019 and filed with the Commission on March 12, 2020).
10.6
Chemung Financial Corporation 2021 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on
June 8, 2021 and incorporated herein by reference).
10.7
Consent Order between Chemung Canal Trust Company and the New York State Department of Financial Services dated June 24, 2021 (filed
as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2021 and incorporated herein by reference).
10.8
Form of Incentive Stock Option Award Agreement (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (333-257227)
filed with the Commission on June 21, 2021 and incorporated herein by reference).
10.9
Form of Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-8 (333-
257227) filed with the Commission on June 21, 2021 and incorporated herein by reference).
10.10
Form of Restricted Stock Award Agreement (filed as Exhibit 10.4 to Registrant's Registration Statement on Form S-8 (333-257227) filed with
the Commission on June 21, 2021 and incorporated herein by reference).
10.11
Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan, (as incorporated by reference to Exhibit
10.12 to Registrant's Form 10-K for the year ended December 31, 2021 and filed with the Commission on March 23, 2022).
10.12
Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan-Amendment Number One, as amended on
November 16, 2022 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on November 21, 2022 and incorporated
herein by reference).
10.13
Change of Control Agreement dated June 2, 2023 between Chemung Canal Trust Company and Dale M. McKim, III, Executive Vice
President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 2, 2023
and incorporated herein by reference).
19
Policy Related to Insider Trading, filed herewith.*
21
Subsidiaries of the Registrant.*
23.0
Consent of Crowe LLP, Independent Registered Public Accounting Firm.*
31.1
Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934.*
31.2
Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934.*
32.1
Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of
1934 and 19 U.S.C. §1350.*
32.2
Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934
and 19 U.S.C. §1350.*
97
Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated herein by reference.
101.INS
Instance Document
101.SCH
XBRL Taxonomy Schema*
101.CAL
XBRL Taxonomy Calculation Linkbase*
101.DEF
XBRL Taxonomy Definition Linkbase*
101.LAB
XBRL Taxonomy Label Linkbase*
101.PRE
XBRL Taxonomy Presentation Linkbase*
*
Filed herewith.
ITEM 16. 10-K SUMMARY
None.
73
CHEMUNG FINANCIAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Pages F-1 to F-64
Page
Report of Independent Registered Public Accounting Firm-Crowe LLP PCAOB #173
F-1
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-4
Consolidated Statements of Income for the two years ended December 31, 2024
F-5
Consolidated Statements of Comprehensive Income for the two years ended December 31, 2024
F-6
Consolidated Statements of Shareholders' Equity for the two years ended December 31, 2024
F-7
Consolidated Statements of Cash Flows for the two years ended December 31, 2024
F-8
Notes to Consolidated Financial Statements
F-10
74
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Chemung Financial Corporation and Subsidiaries
Elmira, New York
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Chemung Financial Corporation and Subsidiaries (the "Company") as of December 31, 2024
and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years then ended, and the
related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024
and 2023, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
F-1
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.
Allowance for Credit Losses – Qualitative Factors
As described in Notes 1 and 4 to the consolidated financial statements, the company accounts for credit losses under ASC 326, Financial Instruments – Credit
Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date. As of
December 31, 2024, the balance of the Allowance for Credit Losses (“ACL”) on Loans was $21.4 million.
Management employees a process and methodology to estimate the ACL on Loans collectively analyzed for impairment including both quantitative and
qualitative components. The methodology for evaluating the quantitative component includes pooling loans into portfolio segments based on the risk profile of
each instrument.
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. Management utilizes a regression analysis to identify suitable economic variables, known as loss drivers, for
each pool of loans. Based on the results of this analysis, a probability of default (PD) and a loss given default (LGD) is assigned to each potential value of an
economic indicator for each pool of loans, which is applied to derive the statistical loss implications thereof. The DCF incorporates a presumed loss for each
period of the calculation, as well as assumed recoveries of past losses, to reach a present value for each loan. 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.
The ACL model incorporates qualitative adjustments in order to calibrate the model for risk in each portfolio segment that reflects management’s expectation
of loss conditions differing from those already captured in the quantitative component of the model.
We identified auditing the qualitative component of the ACL on pooled loans as a critical audit matter because evaluating qualitative adjustments involved a
high degree of auditor judgment and audit effort, including the need to involve more experienced audit personnel including the use of internal specialists.
F-2
The primary procedures we performed to address this critical audit matter included:
•
Testing controls over the qualitative component of the ACL on pooled loans, including controls addressing:
◦
Relevance and reliability of data used to determine the qualitative adjustments.
◦
Reasonableness of management’s judgments applied in the determination of qualitative adjustments.
◦
The appropriateness of the calculation of the qualitative adjustments, including the verification that the qualitative adjustments are
appropriately applied in the ACL.
◦
Management’s review of the appropriateness of qualitative adjustments framework.
•
Substantively testing management’s estimate, including evaluating their judgments and assumptions, for the qualitative component of the ACL on
loans collectively analyzed, which included:
◦
Evaluating the appropriateness of the qualitative adjustment framework, with the assistance of internal specialists.
◦
Evaluating the reasonableness of management’s judgments related to the qualitative adjustments to determine if the qualitative adjustments
are developed in accordance with management’s policies and were consistently applied over the period.
◦
Evaluating relevance and reliability of data from internal and external sources considered in the evaluation of qualitative adjustments.
◦
Evaluating the mathematical accuracy of the calculation of qualitative adjustments, including evaluating that the qualitative adjustments are
appropriately applied in the ACL.
Crowe LLP
We have served as the Company's auditor since 2006.
Livingston, New Jersey
March 14, 2025
F-3
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(in thousands, except share and per share amounts)
2024
2023
ASSETS
Cash and due from financial institutions
$
26,224
$
22,247
Interest-earning deposits in other financial institutions
20,811
14,600
Total cash and cash equivalents
47,035
36,847
Equity investments, at fair value
3,235
3,046
Securities available for sale, at estimated fair value (amortized cost of $617,271, net of allowance for credit losses
on securities of $0 as of December 31, 2024; and amortized cost of $669,092, net of allowance for credit losses on
securities of $0 as of December 31, 2023)
531,442
583,993
Securities held to maturity, (estimated fair value of $808 as of December 31, 2024 and $785 as of December 31,
2023 net allowance for credit losses of $0 as of December 31, 2024 and December 31, 2023, respectively)
808
785
FHLBNY and FRBNY Stock, at cost
9,117
5,498
Loans, net of deferred loan fees
2,071,419
1,972,664
Allowance for credit losses
(21,388)
(22,517)
Loans, net
2,050,031
1,950,147
Loans held for sale
—
—
Premises and equipment, net
16,375
14,571
Operating lease right-of-use assets
5,446
5,648
Goodwill
21,824
21,824
Bank owned life insurance
2,952
2,914
Interest rate swap assets
23,829
23,942
Accrued interest receivable and other assets
64,053
61,314
Total assets
$
2,776,147
$
2,710,529
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non interest-bearing
$
625,762
$
653,166
Interest-bearing
1,771,121
1,776,261
Total deposits
2,396,883
2,429,427
FHLBNY overnight advances
109,110
31,920
Long-term finance lease obligation
3,779
3,050
Operating lease liabilities
5,629
5,827
Dividends payable
—
1,469
Interest rate swap liabilities
23,851
23,981
Accrued interest payable and other liabilities
21,586
19,614
Total liabilities
2,560,838
2,515,288
Shareholders' equity:
Common stock, $0.01 par value per share, 10,000,000 shares authorized; 5,310,076 issued as of December 31,
2024 and December 31, 2023
53
53
Additional-paid-in capital
48,783
47,773
Retained earnings
247,705
229,930
Treasury stock, at cost (555,881 shares as of December 31, 2024; 572,663 shares as of December 31, 2023)
(16,167)
(16,502)
Accumulated other comprehensive (loss)
(65,065)
(66,013)
Total shareholders' equity
215,309
195,241
Total liabilities and shareholders' equity
$
2,776,147
$
2,710,529
See accompanying notes to consolidated financial statements.
F-4
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER
31,
(in thousands, except per share amounts)
2024
2023
Interest and Dividend Income:
Loans, including fees
$
112,128
$
97,228
Taxable securities
13,029
14,283
Tax exempt securities
1,009
1,035
Interest-earning deposits
1,398
528
Total interest and dividend income
127,564
113,074
Interest Expense:
Deposits
50,052
35,926
Borrowed funds
3,453
2,691
Total interest expense
53,505
38,617
Net interest income
74,059
74,457
Provision (credit) for credit losses
(46)
3,262
Net interest income after provision for credit losses
74,105
71,195
Non-Interest Income:
Wealth management group fee income
11,573
10,460
Service charges on deposit accounts
4,042
3,919
Interchange revenue from debit card transactions
4,426
4,606
Net (losses) on securities transactions
—
(39)
Change in fair value of equity investments
179
103
Net gain on sales of loans held for sale
214
144
Net gains (losses) on sales of other real estate owned
(18)
37
Income from bank owned life insurance
38
43
Other
2,776
5,276
Total non-interest income
23,230
24,549
Non-Interest Expenses:
Salaries and wages
28,457
26,832
Pension and other employee benefits
8,083
7,368
Other components of net periodic pension cost (benefit)
(909)
(676)
Net occupancy expenses
5,832
5,637
Furniture and equipment expenses
1,659
1,728
Data processing expense
10,093
9,840
Professional services
2,353
2,293
Marketing and advertising expense
1,182
923
Other real estate owned expenses
157
(20)
FDIC insurance
2,120
2,128
Loan expense
1,182
1,047
Other
7,041
7,143
Total non-interest expenses
67,250
64,243
Income before income tax expense
30,085
31,501
Income tax expense
6,414
6,501
Net income
$
23,671
$
25,000
Weighted average shares outstanding (in thousands)
4,770
4,732
Basic and diluted earnings per share
$
4.96
$
5.28
See accompanying notes to consolidated financial statements.
F-5
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER
31,
(in thousands)
2024
2023
Net income
$
23,671
$
25,000
Other comprehensive income (loss):
Unrealized holding gain (loss) on securities available for sale
(730)
11,524
Reclassification adjustment (losses) realized in net income
—
(14)
Net unrealized gain (loss)
(730)
11,510
Tax effect
191
(3,014)
Net of tax amount
(539)
8,496
Change in funded status of defined benefit pension plan and other benefit plans:
Net gain arising during the period
1,985
950
Reclassification adjustment for amortization of net actuarial losses
30
63
Total before tax effect
2,015
1,013
Tax effect
(528)
(265)
Net of tax amount
1,487
748
Total other comprehensive income
948
9,244
Comprehensive income
$
24,619
$
34,244
See accompanying notes to consolidated financial statements.
F-6
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive
(Loss)
Total
Balances as of December 31, 2022
$
53
$
47,331
$
211,859
$
(17,598)
$
(75,257)
$
166,388
Cumulative effect of accounting change (a)
—
—
(1,076)
—
—
(1,076)
Balances as of January 1, 2023
53
47,331
210,783
(17,598)
(75,257)
165,312
Net income
—
—
25,000
—
—
25,000
Other comprehensive income
—
—
—
9,244
9,244
Restricted stock awards
—
1,139
—
—
—
1,139
Distribution of 26,166 shares of treasury stock
granted for employee restricted stock awards, net
—
(752)
—
752
—
—
Restricted stock units for directors' deferred
compensation plan
—
20
—
—
—
20
Cash dividends declared ($1.24 per share)
—
—
(5,853)
—
—
(5,853)
Distribution of 8,492 shares of treasury stock for
directors' compensation
—
(147)
—
243
—
96
Sale of 14,994 shares of treasury stock (b)
—
171
—
430
—
601
Repurchase of 6,541 shares of common stock
—
—
—
(316)
—
(316)
Forfeiture of 326 shares of restricted stock awards
—
11
—
(13)
—
$
(2)
Balances as of December 31, 2023
$
53
$
47,773
$
229,930
$
(16,502)
$
(66,013)
$
195,241
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive
(Loss)
Total
Balances as of January 1, 2024
53
47,773
229,930
(16,502)
(66,013)
195,241
Net income
—
—
23,671
—
—
23,671
Other comprehensive income
—
—
—
948
948
Restricted stock awards
—
1,238
—
—
—
1,238
Distribution of 6,881 shares of treasury stock
granted for employee restricted stock awards, net
—
(198)
—
198
—
—
Restricted stock units for directors' deferred
compensation plan
—
21
—
—
—
21
Cash dividends declared ($1.24 per share)
—
—
(5,896)
—
(5,896)
Distribution of 7,515 shares of treasury stock for
directors' compensation
—
(217)
—
217
—
—
Sale of 9,322 shares of treasury stock (b)
—
161
—
269
—
430
Repurchase of 6,821 shares of common stock
—
—
—
(344)
—
(344)
Forfeiture of 115 shares of restricted stock awards
—
5
—
(5)
—
—
Balances as of December 31, 2024
$
53
$
48,783
$
247,705
$
(16,167)
$
(65,065)
$
215,309
(a) Implementation of ASC 326. See Adoption of New Accounting Standards" discussion in Note 1.
(b) 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.
See accompanying notes to consolidated financial statements.
F-7
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
YEARS ENDED DECEMBER 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
2024
2023
Net income
$
23,671
$
25,000
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of right-of-use assets
202
801
Amortization of intangible assets
—
—
Deferred income tax (benefit) expense
1,121
(1,609)
Provision for credit losses
(46)
3,425
Loss (gain) on disposal of fixed assets
(39)
3
Depreciation and amortization of fixed assets
1,814
2,001
Amortization of premiums on securities, net
2,259
2,458
Gains on sales of loans held for sale, net
(214)
(144)
Proceeds from sales of loans held for sale
11,867
6,569
Loans originated and held for sale
(11,653)
(6,425)
Net (gains) on sale of other real estate owned
18
(37)
Write-downs on OREO
45
3
Net change in fair value of equity investments
(179)
(103)
Net purchases of equity investments
(10)
(113)
Net (gains) on interest rate swaps
(17)
(16)
(Increase) in other assets
(2,653)
(1,298)
Increase in accrued interest payable
487
2,115
Expense related to restricted stock units for directors' deferred compensation plan
21
20
Expense related to employee restricted stock awards
1,238
1,139
Payments on operating leases
(198)
(1,594)
Increase (decrease) in other liabilities
2,119
(1,271)
Income from bank owned life insurance
(38)
(43)
Net cash provided by operating activities
29,815
30,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales, maturities, calls, and principal paydowns on securities available for sale
54,519
60,852
Proceeds from sales, maturities and principal collected on securities held to maturity
177
1,613
Purchases of securities available for sale
(4,957)
(3,209)
Purchases of securities held to maturity
(200)
—
Purchase of FHLBNY and FRBNY stock
(31,656)
(99,926)
Redemption of FHLBNY and FRBNY stock
28,037
102,625
Proceeds from sales of fixed assets
44
—
Purchases of premises and equipment
(3,626)
(462)
Proceeds from sale of other real estate owned
403
288
Net (increase) in loans
(100,464)
(144,162)
Net cash (used by) provided by investing activities
(57,723)
(82,381)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) in demand, interest-bearing demand, savings, and insured money market deposits
(44,191)
(107,681)
Net increase in time deposits
11,647
209,881
Net change in FHLBNY overnight advances
77,190
(63,890)
Increases in (payments on) finance leases
729
(277)
Purchase of treasury stock
(344)
(316)
Sale of treasury stock
430
601
Cash dividends paid
(7,365)
(5,840)
Net cash (used in) provided by financing activities
38,096
32,478
Net increase (decrease) in cash and cash equivalents
10,188
(19,022)
Cash and cash equivalents, beginning of period
36,847
55,869
Cash and cash equivalents, end of period
$
47,035
$
36,847
F-8
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
December 31,
2024
2023
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
$
53,018
$
36,502
Income Taxes
$
6,084
$
7,863
Supplemental disclosure of non-cash activity:
Transfer of loans to other real estate owned
$
552
$
378
Dividends declared, not yet paid
$
—
$
1,469
Right-of-use assets obtained through finance lease liabilities
$
935
$
—
See accompanying notes to consolidated financial statements.
F-9
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 and 2023
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Corporation, through its wholly-owned subsidiaries, the Bank and CFS Group, Inc., provides a wide range of banking, financing, fiduciary and other
financial services to its clients. The Corporation is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those
regulatory agencies.
Chemung Risk Management, Inc., (CRM), a wholly-owned subsidiary of the Corporation, was a Nevada-based captive insurance company which insured
against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not have been currently available or
economically feasible in today's insurance marketplace. CRM was dissolved by the Corporation, effective December 6, 2023.
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Corporation and its
subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.
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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and amounts due from banks and demand interest-bearing deposits with other financial institutions.
EQUITY INVESTMENTS
Securities that are held to fund a non-qualified deferred compensation plan and securities that have a readily determinable fair market value, are recorded at fair
value with changes in fair value and interest and dividend income included in earnings.
SECURITIES
Management determines the appropriate classification of securities at the time of purchase. If the Corporation has the intent and the ability at the time of
purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized cost. Securities to be held for indefinite periods of time
or not intended to be held to maturity are classified as available for sale and carried at fair value. Premiums and discounts are amortized or accreted over the
life of the related security as an adjustment to yield using the interest method. Dividend and interest income on securities is recognized on an accrual basis.
Unrealized holding gains and losses on securities classified as available for sale are excluded from earnings and reported as accumulated other comprehensive
income (loss) in shareholders' equity, net of the related tax effects, until realized. Realized gains and losses are determined using the specific identification
method.
Management assesses available for sale securities in an unrealized loss position on at least a quarterly basis, and more frequently if economic or market
conditions warrant such an evaluation, to determine whether it intends to sell, or it is more likely than not that it will be required to sell a security in an
unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's
amortized basis is written down to fair value through current period earnings.
F-10
Available for sale securities in a loss position that do not meet either of the aforementioned criteria, are reviewed by management to determine whether the
unrealized loss is due to credit-related factors or other non-credit related factors. In making this determination, management evaluates a range of variables
including the extent to which fair value is less than amortized cost, existing conditions that may adversely impact the issuer, changes to the credit rating of
either the issuer or the specific security, among other considerations. An allowance for credit losses is established for securities when upon evaluation,
management has determined that a portion of unrealized losses are due at least in part to credit-related factors. The allowance for credit losses is determined as
the difference between the present value of expected cash flows using the security's effective interest rate and the amortized basis of the security, limited to the
extent by which amortized basis exceeds fair value. Expected credit losses on held to maturity securities are measured on a collective basis when similar risk
characteristics exist, and on an individual basis for securities that do not share risk characteristics with those analyzed on a collective basis. Accrued interest
receivable on securities is excluded from any measurement of an allowance for credit losses. As of December 31, 2024 and 2023, accrued interest receivable on
securities was $1.9 million and $2.1 million, respectively.
A majority of the Corporation's available for sale securities portfolio is held in obligations issued by U.S. Government entities or agencies and enterprises
affiliated with the U.S. Government. Due to the explicit or implicit guarantee of the full faith and credit of the U.S. Government, the Corporation considers
these securities to carry a zero credit loss assumption. Securities included under this implication include U.S. Treasury securities, mortgage backed securities
issued by government-sponsored enterprises, and SBA pooled loan securities. Management monitors conditions that may impact these zero credit loss
assumptions on a regular basis.
FEDERAL HOME LOAN BANK AND FEDERAL RESERVE BANK STOCK
The Bank is a member of both the FHLBNY and the FRBNY. FHLBNY members are required to own stock proportional to their level of borrowings and
participation in the Mortgage Asset Program (MAP), among other factors, while FRBNY members are required to own stock proportionally based on a
percentage of the Bank’s capital stock and surplus. FHLBNY and FRBNY stock are carried at cost and classified as non-marketable equities and periodically
evaluated for impairment based on ultimate recovery of par value. Cash and stock dividends are reported as income.
LOANS
Loans are stated at their amortized basis, which is the amount of unpaid principal balance net of unamortized deferred loan cost and fees. An accounting policy
election was made to exclude accrued interest receivable from the amortized cost basis of loans. Accrued interest receivable is included in accrued interest and
other assets on the Corporation's Consolidated Balance Sheets. The Corporation has the ability and intent to hold its loans for the foreseeable future. The
Corporation’s loan portfolio is comprised of the following segments: (i) commercial and industrial, (ii) commercial mortgages, (iii) residential mortgages, and
(iv) consumer loans.
Commercial and industrial loans primarily consist of loans to small and mid-sized businesses in the Corporation’s market area in a diverse range of industries.
These loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Commercial mortgage
loans are generally non-owner occupied commercial properties or owner occupied commercial real estate. Repayment of these loans is often dependent upon
the successful operation and management of the properties and the businesses occupying the properties, as well as on the collateral securing the loan.
Residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment from their employment and other income, but are
secured by real property. Consumer loans include home equity lines of credit and home equity loans, which exhibit many of the same characteristics as
residential mortgages. Indirect and other consumer loans are typically secured by depreciable assets, such as automobiles, and are dependent on the borrower’s
continuing financial stability.
Interest on loans is accrued and credited to operations using the interest method. Past due status is based on the contractual terms of the loan. The accrual of
interest is generally discontinued and previously accrued interest is reversed when loans become 90 days delinquent. Loans may also be placed on non-accrual
status if management believes such classification is otherwise warranted. Payments received on nonaccrual loans are generally applied to principal using the
cost recovery method, but in limited instances may be recognized as interest income on a cash basis. Loans are generally returned 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. Loan origination fees and certain direct loan origination costs are deferred and amortized over the life
of the loan as an adjustment to yield, using the interest method.
F-11
LOAN MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY
Effective January 1, 2023, the Corporation adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings (TDR) and
Vintage Disclosures, which superseded existing TDR measurement and disclosures, and added additional disclosure requirements related to modifications
made on loans to borrowers experiencing financial difficulty. Under prior guidance, a TDR was deemed to have occurred when the Corporation modified a loan
to a borrower experiencing financial difficulty, and where a concession was made by the Corporation. Under ASU 2022-02, the Corporation evaluates loan
modifications to borrowers experiencing financial difficulty on the basis and extent of their direct impact on contractual cash flows. Modifications under this
guidance include principal forgiveness, interest rate reductions, more than insignificant payment delays, term extensions, or a combination thereof. Payment
delays are generally considered insignificant when the duration of the delay is less than or equal to three months.
Once a loan modification is determined to meet the aforementioned criteria, a determination is made by management as to whether the modification represents
the continuation of an existing loan, or a new loan, in accordance with ASC-310-20-35-9 through 11. The Corporation considers a loan modification to
represent the establishment of a new loan if the resulting terms are at least as favorable to the Corporation as the terms made to other borrowers with similar
risk profiles. When a modification is determined to represent a new loan, all unamortized deferred costs and fees are immediately recognized through interest
income when the modification is granted. Modifications that do not meet this criteria are considered a continuation of the existing loan, and all unamortized
deferred costs and fees are carried forward as part of the modified loan's amortized basis.
ALLOWANCE FOR CREDIT LOSSES ON LOANS
The allowance for credit losses is an amount management believes will be adequate to absorb estimated lifetime credit losses inherent in its various portfolios
of loans. The Corporation adopted ASC 326 - Financial Instruments-Credit Losses effective January 1, 2023. The allowance is estimated using the
Corporation's CECL methodology, which utilizes historical information, current conditions, and reasonable and supportable economic forecasts to estimate
expected lifetime credit losses as of the measurement date.
In November 2019, the FASB adopted an amendment to postpone the effective date of ASU 2016-13 to January 2023 for certain entities, including certain
Securities and Exchange Commission filers, public business entities, and private companies. As a smaller reporting company, the Corporation was eligible for
and elected delayed adoption. The Corporation adopted the standard, effective January 1, 2023, and recognized a one-time cumulative adjustment to retained
earnings as of January 1, 2023 to reflect the change in methodology. The cumulative-effect adjustment did not have an impact on prior year results. Retained
earnings was reduced by $1.5 million, or $1.1 million, net of tax, effective January 1, 2023. The $1.5 million adjustment was reflective of the establishment of
an allowance for credit losses on unfunded commitments, totaling $1.1 million, and a $0.4 million addition to the allowance for credit losses on loans,
reflecting the change in methodology.
Under the Corporation's CECL methodology, loans are analyzed on either a pooled (collective) basis or an individual basis, based on an assessment of risk
factors. Loans exhibiting similar risk characteristics are pooled based on assigned FFIEC Call Report codes. When a determination is made that a loan no
longer exhibits risk characteristics consistent with its assigned pool, it is designated for individual analysis. Pooled loans utilize both quantitative and
qualitative components to determine an appropriate estimate of the allowance for credit losses. The quantitative component is based on an estimated discounted
cash flow (DCF) analysis, performed at the loan level. Underlying assumptions on which the DCF calculation is based incorporate the relationship between
projected values of an economic variable, and the implied historical loss experience amongst a group of peers curated by management. The Corporation utilizes
a regression analysis to identify suitable economic variables, known as loss drivers, for each pool of loans. Based on the results of this analysis, a probability of
default (PD) and a loss given default (LGD) is assigned to each potential value of an economic variable for each pool of loans, which is applied to derive the
statistical loss implications thereof. The DCF incorporates a presumed loss for each period of the calculation, as well as assumed recoveries of past losses, to
determine a present value for each loan. A loan's modeled allowance for credit losses equals the book balance as of the measurement date, less the estimated
present value of cash flows. Forecasted economic variables are applied over a four quarter period, and revert to the historical mean of the economic variable
over an eight quarter period, on a straight line basis.
Based on assigned FFIEC Call Report codes, the risk characteristics of lending activities, and collateral composition among loans within Call Report codes, the
Corporation has disaggregated its loan portfolio into the following nine pools:
F-12
Construction - Commercial and retail loans secured by real estate made for the purposes of on-site construction or land development, and are actively in the
construction phase. This portfolio largely consists of commercial construction loans, as well as a limited number of residential single family construction-to-
permanent loans. Construction loans are typically evaluated using an "as-stabilized" or "as completed" appraisal valuation, and the Corporation seeks sponsors
who can provide sufficient equity and project inception or who have a proven track record of successfully completing similar projects. Specific risks associated
with construction lending include fluctuations in market conditions prior to completion of the construction phase, work quality, cost overruns, and the
realization of borrower assurances related to pre-sales, tenant contracts, and financial covenants, among others.
Home Equity Lines of Credit and Junior Liens - Retail loans secured by secondary or otherwise subordinate lien positions on 1-4 family residential real estate.
Repayment sources generally depend on borrowers' primary source of income and terms are assessed based on borrowers' equity position in the collateralized
property. Specific risks associated with secondary liens include a greater default risk than on associated primary liens as borrowers are likely to prioritize
payments on outstanding debt secured by a primary lien position. Secondary lien positions are additionally exposed to greater market risk in the event of
foreclosure, and therefore are more sensitive to changes in underlying collateral valuations than primary lien positions.
1-4 Family Residential First Liens - Retail and commercial loans secured by primary lien positions on 1-4 family residential real estate. For retail loans,
repayment is primarily dependent on borrowers' primary source of income, with the collateralized property providing a strong secondary source or repayment.
In contrast, repayment of commercial loans secured by primary liens on residential property may be more diverse and include rental income generated by the
property. Specific risks include localized economic conditions, which may impact both a collateralized property's value and employment prospects for
borrowers reliant on their primary source of income for repayment, as well as regulatory risks specific to housing which may inhibit a bank's ability to pursue
alternative means of repayment.
Multifamily - Commercial real estate secured by residential properties comprised of greater than four livable units. Multifamily properties are commonly
managed by the borrower or its affiliates and rented to tenants for residential purposes. Repayment sources generally consist of rental income generated by the
property. Specific risks include a borrower's ability to attract and retain a base of tenants at rental rates in excess of those required to finance, manage, and
maintain the property, as well as risks relating to demographic shifts in the population of prospective tenants.
Owner Occupied Commercial Real Estate - Commercial real estate loans secured by property occupied and or operated by the primary borrower or a related
entity. Repayment is generally dependent on cash flow from the operation of the borrower's businesses, which may or may not be primarily conducted through
the use of the financed property. Specific risks include borrower industry and the competence of borrowers in executing business objectives. Additionally,
certain properties may be built to suit for the borrower's industry, and therefore may have limited marketability outside of a specific industry.
Non Owner Occupied Commercial Real Estate - Commercial real estate loans secured by properties managed and maintained by the borrowers, but are reliant
on rental income from unrelated lessees to provide cash flow for repayment. The successful operations of tenant organizations may significantly impact
borrowers' ability to service these obligations. Specific risks include the limited influence a borrower can have on tenant success, as well as potential difficulty
in finding suitable or willing replacement tenants should vacancies arise. The Corporation seeks to lend to sponsors who have demonstrated a capability of
aligning with strong and predictable tenants, considering both the current environment tenants operate in as well as future prospects for their industries,
including their need for comparable space in the future.
Commercial and industrial - Commercial purpose loans primarily secured by the assets of borrowers businesses. These loans are extended to a diverse range of
industries and may also include loans for commercial real estate purposes, but which are secured by assets other than real estate. The successful operation of
borrower businesses provides the primary source of repayment for these loans. Management identifies a primary commonality amongst these loans to be
inherent collateral risk exposure. Business assets may have significant variation in collateral value, and the realized liquidation value to the Corporation may be
equally variable. Normal usage and industry specificity can have a considerable impact on collateral value.
Consumer - Retail loans primarily secured by vehicles or other personal collateral. Indirect auto lending comprises a majority of lending activity in this pool.
Repayment is largely dependent on borrowers' primary income source, through employment or otherwise. Broad economic condition and borrowers' specific
personal skill sets can significantly influence the ability to maintain an adequate employment status to service consumer debt. Relationships with auto
dealership networks also impacts the quality of borrowers seeking financing for vehicles, subject to the Corporation's system of underwriting and loan review.
Auto collateral values typically depreciate relatively quickly, compared to other asset classes, and expose the Corporation to additional collateral risk.
F-13
Other - Loans to borrowers whose organizations' are generally engaged in activities other than traditional business operations, such as non profit entities
including medical groups, clubs and associations, religious organizations, and museums. These loans are generally classified based on their organizational
structure and a common specific risk includes reliance on outside funding sources to conduct operations.
The quantitative component of the pooled allowance is supplemented by qualitative adjustments. Qualitative adjustments represent the extent to which
management determines its expectation of risk differs from the results of the quantitative analysis, in large part encompassing risk factors that may not be fully
captured by the quantitative model. Management uses the following nine qualitative factors when considering appropriate adjustments: (1) lending policies and
procedures, including underwriting standards and collection, charge-off, and recovery policies, (2) national and local economic conditions and developments,
including the condition of various market segments, (3) loan terms and changes in loan terms and conditions, (4) the experience, ability, and depth of lending
management and staff, (5) the volume and severity of past due, classified, criticized, and watch-list loans, nonaccrual loans, and loan modifications to
borrowers experiencing financial difficulty (6) the quality of the Bank’s loan review system and the degree of oversight by the Bank’s Board of Directors, (7)
collateral related considerations including: securitization level, type, and valuations, (8) the existence and effect of any concentrations of credit, and changes in
the level of such concentrations, (9) the effect of external factors, such as competition, legal, and regulatory factors. The impact of any qualitative adjustments
on management's estimates are dependent upon the relationship between the results of quantitative analysis conducted under severe and protracted recessionary
conditions and the current period's quantitative analysis. The additional loss rate available for qualitative adjustments is limited to the difference between the
loss rate calculated under the severe recessionary scenario and the loss rate used in the current period's quantitative analysis. This methodology provides a
structured framework for management to apply qualitative adjustments consistently over time.
Loans determined to require individual analysis are primarily valued and measured for credit loss based on collateral, using the collateral-dependent practical
expedient as prescribed in ASC 326. Measurement is performed based on the most recently available appraisal and 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. A specific
allocation to the allowance for credit losses is made on collateral-dependent loans to the extent the value of collateral, net of adjustments for estimated selling
costs and management discounts, is less than book value as of the measurement date. Loans not considered to be collaterally dependent are analyzed using a
cash flow analysis. A cash flow analysis is performed using a loan's effective interest rate and is discounted to determine appropriate fair value. To the extent a
loan's book balance exceeds the present value of cash flows, a specific allocation to the allowance for credit losses is made.
The Corporation established an allowance for credit losses on unfunded commitments, effective January 1, 2023 as part of its adoption of ASC 326. The
Corporation records an allowance for credit losses on unfunded commitments utilizing a methodology consistent with its methodology for estimating lifetime
credit losses on its portfolio of outstanding loans. The Corporation disaggregates unfunded commitments into pools congruent with its methodology for pooling
outstanding loans. A funding rate is determined to represent a credit conversion factor based on historical funding experience. The loss rate applied to the
estimated funded balance is equivalent to the overall loss rate applied to on-balance sheet exposures in its designated pool. The Corporation is not required to
establish an allowance for credit losses on commitments that are deemed to be unconditionally cancellable at the sole discretion of the Corporation.
The allowance for credit losses is increased through a provision for credit losses charged to operations. Loans are charged against their respective allowance for
credit losses when management believes the collectability of all or a portion of the principal balance 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 credit risk grade assigned to a loan, historical
credit loss experience, and review of information specific and pertinent to the borrower. While management uses available information to recognize credit
losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, regulatory requirements, or other new
information.
LOANS HELD FOR SALE
Certain mortgage loans are originated with the intent to sell. The Bank typically retains the right to service these mortgages upon sale. Loans held for sale are
recorded at the lower of cost or fair value in the aggregate and are regularly evaluated for changes in fair value. Commitments to sell loans that are originated
for sale are recorded at fair value. If necessary, a valuation allowance is established with a charge to income for unrealized losses attributable to a change in
market conditions.
F-14
LEASES
Leases are classified as operating or finance leases on the lease commencement date. At inception, the Corporation determines the lease term by considering
the minimum contractual term and all optional renewal periods the Corporation is reasonably certain to renew. The implicit discount rate used to determine
lease liabilities is based upon incremental borrowing rates the Corporation could access for similar terms as of the commencement or remeasurement date.
The Corporation records operating leases on the balance sheet as a lease liability equal to the present value of future minimum payments under the lease terms,
and a right-of-use asset equal to the lease liability. The lease term is also used to calculate straight-line rent expense. The Corporation's leases do not contain
residual value guarantees or material variable lease payments that may impact the Corporation's ability to pay dividends or cause the Corporation to incur
additional financial obligations. Rent expense and variable lease expense are included in net occupancy expenses on the Corporation's Consolidated Statements
of Income.
Finance leases are recorded at the lesser of the present value of future cash outlays using a discounted cash flow, or fair value at the beginning of the lease term.
Initially, a finance lease is recorded as a building asset, and is depreciated over the shorter of the term of the lease or the estimated life of the asset. A
corresponding long term lease obligation is recorded, which amortizes as payments are made on the lease. Interest expense is incurred utilizing the discount
rate used to establish the value of the long term lease obligation. Amortization of the right-of-use assets arising from finance leases is expensed through net
occupancy expense, and the interest on the related lease liability is recorded through interest expense on borrowings on the Corporation's Consolidated
Statements of Income.
PREMISES AND EQUIPMENT
Land is carried at cost, while buildings, equipment, leasehold improvements and furniture are stated at cost less accumulated depreciation and amortization.
Depreciation is charged to current operations using the straight-line method over the estimated useful lives of the assets, which range from 15 to 50 years for
buildings and from 3 to 10 years for equipment and furniture. Amortization of leasehold improvements and leased equipment is recognized using the straight-
line method over the shorter of the lease term or the estimated life of the asset. Leases of branch offices, which have been capitalized, are included within
buildings and depreciated on the straight-line method over the shorter of the lease term or the estimated life of the asset.
BANK OWNED LIFE INSURANCE
BOLI is recorded at the realizable amount under the insurance contracts as of the balance sheet date, which is the cash surrender value adjusted for other
charges or other amounts due that are probable at settlement. Changes in the cash surrender value are recorded in other non-interest income.
OTHER REAL ESTATE AND REPOSSESSED VEHICLES
Real estate acquired through foreclosure or deed in lieu of foreclosure is recorded at estimated fair value of the property less estimated costs to sell at the time
of acquisition, establishing a new carrying value. Write downs from the carrying value of the loan to estimated fair value, which are required at the time of
foreclosure, are charged against the allowance for credit losses. Subsequent adjustments to the carrying values of such properties arising from declines in fair
value result in the establishment of a valuation allowance and are charged to operations in the period in which the declines occur. Vehicles repossessed by the
Corporation are derecognized as loans receivable at the earlier of of physical possession or legal title of the vehicle, and are recorded in other assets on the
Corporation's Consolidated Balance Sheets at fair value. Write downs to fair value at the time of repossession are charged against the allowance for credit
losses. Gains on the sale of repossessed vehicles are credited to the allowance for credit losses as recoveries, up to the amount of any initial charge-off, while
losses on the sale of repossessions are recorded as other non-interest expense. Gains on the sale of repossessions in excess of any initial charge-off is recorded
as other non-interest income.
F-15
INCOME TAXES
The Corporation files a consolidated tax return. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for unused tax loss carry
forwards. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which temporary differences are
expected to be recovered or settled, or the tax loss carry forwards are expected to be utilized. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets to the amount
expected to be realized.
A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax
positions not meeting the "more likely than not" test, no tax benefit is recorded.
WEALTH MANAGEMENT GROUP FEE INCOME
Assets held in a fiduciary or agency capacity for customers are not included in the accompanying Consolidated Balance Sheets, since such assets are not assets
of the Corporation. Wealth Management Group income is recognized on the accrual method as earned based on contractual rates applied to the balances of
individual trust accounts. The audited market value of trust assets under administration total $2.212 billion, including $301.9 million of assets held under
management or administration for the Corporation, as of December 31, 2024 and $2.242 billion, including $381.3 million of assets held under management or
administration for the Corporation, as of December 31, 2023.
POSTRETIREMENT BENEFITS
Pension Plan:
The Chemung Canal Trust Company Pension Plan is a non-contributory defined benefit pension plan ("Pension Plan"). The Pension Plan is a “qualified plan”
under the IRS Code and therefore must be funded. Contributions are deposited to the Plan and held in trust. The Plan assets may only be used to pay retirement
benefits and eligible plan expenses. The Plan was amended such that new employees hired on or after July 1, 2010 would not be eligible to participate in the
Plan, however, existing participants at that time would continue to accrue benefits.
On October 20, 2016, the Corporation amended its non-contributory defined benefit pension plan to freeze future retirement benefits after December 31, 2016.
Beginning on January 1, 2017, both the pay-based and service-based components of the formula used to determine retirement benefits in the Pension Plan were
frozen so that participants no longer earned further retirement benefits.
Under the Plan, pension benefits are based upon final average annual compensation where the annual compensation is total base earnings paid plus
commissions. Bonuses, overtime, and dividends are excluded. The normal retirement benefit equals 1.2% of final average compensation (highest consecutive
five years of annual compensation in the prior ten years) times years of service (up to a maximum of 25 years), plus 1% of average monthly compensation for
each additional year of service (up to a maximum of 10 years), plus 0.65% of average monthly compensation in excess of covered compensation for each year
of credited service up to 35 years. Covered compensation is the average of the social security taxable wage base in effect for the 35 year period prior to normal
social security retirement age. See Note 13 for further details.
Defined Contribution Profit Sharing, Savings and Investment Plan:
The Corporation sponsors a 401(K) defined contribution profit sharing, savings and investment plan which covers all eligible employees. The Corporation
contributes a non-discretionary 3% of gross annual wages (as defined by the 401(k) plan) for each participant, regardless of the participant’s deferral, in
addition to a 50% match up to 6% of gross annual wages. Contributions made on behalf of employees hired prior to January 1, 2025 vest immediately.
Contributions made on behalf of employees hired on or after January 1, 2025 will vest based on years of service over a three-year period. The plan's assets
consist of Chemung Financial Corporation common stock, U.S. Government securities, corporate bonds and notes, and mutual funds. The plan’s expense is the
amount of non-discretionary and matching contributions and is charged to non-interest expenses in the Consolidated Statements of Income.
F-16
Defined Benefit Health Care Plan:
The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits to employees who meet minimum age and service
requirements. Current retirees between the ages of 55 and 65, will continue to be eligible for coverage under the Corporation's self-insured plan, contributing
50% of the cost of the coverage. Employees who retired after July 1, 2006, and become Medicare eligible will only have access to the Medicare Blue PPO
plan. The cost of the plan is based on actuarial computations of current and future benefits for employees, and is charged to non-interest expenses in the
consolidated Statements of Income. On October 20, 2016, the Corporation amended its defined benefit health care plan to not allow any new retirees into the
plan, effective January 1, 2017. See Note 13 for further details.
Executive Supplemental Pension Plan:
U.S. laws place limitations on compensation amounts that may be included under the Pension Plan. The Executive Supplemental Pension Plan was provided to
executives in order to produce total retirement benefits, as a percentage of compensation that is comparable to employees whose compensation is not restricted
by the annual compensation limit. Pension amounts, which exceed the applicable Internal Revenue Service Code limitations, will be paid under the Executive
Supplemental Pension Plan.
The Executive Supplemental Pension Plan is a “non-qualified plan” under the Internal Revenue Service Code. Contributions to the Plan are not held in trust;
therefore, they may be subject to the claims of creditors in the event of bankruptcy or insolvency. When payments come due under the Plan, cash is distributed
from general assets. The cost of the Plan is based on actuarial computations of current and future benefits for executives, and is charged to non-interest expense
in the Consolidated Statements of Income.
Defined Contribution Supplemental Executive Retirement Plan:
The Defined Contribution Supplemental Executive Retirement Plan is provided to certain executives to motivate and retain key management employees by
providing a non-qualified retirement benefit that is payable at retirement, disability, death, and certain other events.
The Supplemental Executive Retirement Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation
benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974. The plan’s expense is the Corporation’s annual contribution plus interest credits.
STOCK-BASED COMPENSATION
2021 Equity Incentive Plan
The Corporation's 2021 Equity Incentive Plan (the "2021 Plan") is designed to align the interests of the Corporation’s executives, senior managers, and
directors with the interests of the Corporation and its shareholders, to ensure the Corporation’s compensation practices are competitive and comparable with
those of its peers, and to promote the retention of select management-level employees and directors. Under the terms of the 2021 Plan, the Compensation and
Personnel Committee may approve 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 the median 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 the 2021 Plan will be amended, presented and approved by
the Corporation's shareholders to include additional shares of the Corporation's common stock. Awards under the 2021 Plans may be vested no earlier than the
first anniversary of the date on which the award is granted. Compensation expense for shares granted will be recognized over the vesting period of the award
based upon the fair value of shares granted as of the grant date.
A Directors Deferred Fee Plan, an addendum to the 2021 Plan, for non-employee directors of the Corporation or the Bank, provides that directors may elect to
defer receipt of all or any part of their fees. Deferrals are either credited with interest compounded quarterly at the Applicable Federal Rate for short-term debt
instruments or converted to units, which appreciate or depreciate, as would an actual share of the Corporation’s common stock purchased on the deferral date.
Cash deferrals will be paid into an interest bearing account and paid in cash. Units will be paid in shares of common stock. All directors’ fees are charged to
non-interest expenses in the Consolidated Statements of Income. See Note 14 for further details.
F-17
Non-qualified Deferred Compensation Plan:
The Deferred Compensation Plan allows a select group of management and employees to defer all or a portion of their annual compensation to a future date.
Eligible employees are generally highly compensated employees and are designated by the Board of Directors from time to time. Investments in the plan are
recorded as equity investments and deferred amounts are an unfunded liability of the Corporation. The plan requires deferral elections be made before the
beginning of the calendar year during which the participant will perform the services to which the compensation relates. Participants in the Plan are required to
elect a form of distribution, either lump sum payment or annual installments not to exceed ten years, and a time of distribution, either a specified age or a
specified date. The terms and conditions for the deferral of compensation are subject to the provisions of 409A of the IRS Code. The income from investments
is recorded in dividend income and non-interest income in the Consolidated Statements of Income. The cost of the plan is recorded in non-interest expenses in
the Consolidated Statements of Income.
GOODWILL AND INTANGIBLE ASSETS
Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of
businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of
consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed
as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not
amortized, but tested for impairment at least annually. The Corporation has selected December 31 as the date to perform the annual impairment test. Goodwill
is the only intangible asset with an indefinite life on the Corporation's balance sheet. Intangible assets with definite useful lives are amortized over their
estimated useful lives to their estimated residual values. The balances are reviewed for impairment on an ongoing basis or whenever events or changes in
business circumstances warrant a review of the carrying value. If impairment is determined to exist, the related write-down of the intangible asset's carrying
value is charged to operations. Based on the most recent impairment reviews performed as of December 31, 2024 and 2023, the Corporation did not identify
any impairment on its outstanding goodwill for the years ended December 31, 2024 and 2023.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
The Corporation has the ability to enter into sales of securities under agreements to repurchase. The agreements are treated as financings, and the obligations to
repurchase securities sold are reflected as liabilities in the Consolidated Balance Sheets. The amount of the securities underlying the agreements continues to be
carried in the Corporation's securities portfolio. The Corporation agrees to repurchase securities identical to those sold. The securities underlying the
agreements are under the Corporation's control. As of December 31, 2024 and 2023, the Corporation had no securities sold under agreements to repurchase.
DERIVATIVES
The Corporation utilizes interest rate swaps with commercial borrowers and third-party counterparties as well as risk participation agreements with lead banks
in participation loan relationships wherein the Corporation guarantees a portion of the fair value of an interest rate swap entered into by the lead bank. These
transactions are accounted for as derivatives. The Company’s derivatives are entered into in connection with its asset and liability management activities and
are not for trading purposes.
The Company does not have any derivatives designated as hedges, therefore all derivatives are considered free standing and are recorded at fair value as
derivative assets or liabilities on the Consolidated Balance Sheets, with changes in fair value recognized in the consolidated statements of income as non-
interest income.
Premiums received when entering into derivative contracts are recognized as part of the fair value of the derivative asset or liability and are carried at fair value
with any gain or loss at inception and any changes in fair value reflected in income.
The Corporation does not typically require its commercial customers to post cash or securities as collateral on its back-to-back interest rate swap program. The
Corporation may need to post collateral, either cash or certain qualified securities, in proportion to potential increases in unrealized loss positions.
F-18
OTHER FINANCIAL INSTRUMENTS
The Corporation is a party to certain other financial instruments with off-balance sheet risk such as unused portions of lines of credit and commitments to fund
new loans. The Corporation's policy is to record such instruments when funded.
EARNINGS PER COMMON SHARE
Basic earnings per share is calculated using the two-class method, which is net income available to common shareholders divided by the weighted average
number of common shares outstanding during the period, excluding participating securities. All outstanding unvested share-based payment awards, including
those related to directors' and employee restricted stock awards, contain rights to non-forfeitable dividends and are considered participating securities when
calculating basic earnings per share. Basic earnings per share information is adjusted to present comparative results for stock splits and stock dividends that
occur. There were no dilutive securities issuable or outstanding for the years ending December 31, 2024 and 2023.
COMPREHENSIVE INCOME
Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on
securities available for sale and changes in the funded status of the Corporation’s defined benefit pension plan and other benefit plans, net of the related tax
effect, which are also recognized as separate components of equity.
SEGMENT REPORTING
The Corporation has identified separate operating segments and internal financial information is primarily reported and aggregated in two lines of business,
banking and wealth management services. See Note 21 for enhanced segment reporting disclosures resulting from the adoption of ASU 2023-07.
RECLASSIFICATION
Amounts in the prior years' consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation. Reclassification
adjustments had no impact on prior year net income or shareholders' equity.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, enhancing disclosure
requirements for reportable segments, focusing on significant segment expenses, the identification of a segment's chief decision making officer, and the metrics
used by the chief decision making officer in evaluating segment-level operating performance. The ASU was effective for fiscal years beginning after December
15, 2023. The Corporation adopted ASU 2023-07 for its fiscal year ended December 31, 2024. See Note 21 for enhancements to segment reporting disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, which will require public business
entities to disclose annually a tabular rate reconciliation and income taxes paid information, including specific items such as state and local income tax, tax
credits, nontaxable or nondeductible items, among others, and a separate disclosure requiring disaggregation of reconciling items as described above which
equal or exceed 5% percent of the product of multiplying income from continuing operations by the applicable statutory income tax rate. Additionally,
disclosure of income taxes paid by jurisdiction is required for each jurisdiction in which income taxes paid represented at least 5% of total income taxes paid.
The ASU is effective for all public business entities for annual periods beginning after December 31, 2024. The adoption of this standard is expected to impact
the Corporation's income tax disclosures, as presented in Note 12.
F-19
USE OF ANALOGOUS ACCOUNTING STANDARDS
Under U.S. GAAP, there is no specific guidance related to government assistance received by a for-profit entity that is not in the form of a loan, income tax
credit, or revenue from a contract with a customer. Therefore, the Corporation must rely upon analogous accounting standards to determine appropriate
treatment when such circumstances arise. During 2023, the Corporation accounted for the recognition of the Employee Retention Tax Credit (ERTC) using
ASC 958-605, Revenue Recognition for Not-for-Profit entities. ASC 958-10-15-1 specifies that certain Subtopics within ASC 958-605 also apply to business
entities. In November 2023, the FASB added a project relating to receipt of government grants by business entities to its technical agenda, and in November
2024 issued Proposed ASU 2024-ED700, Government Grants (Topic 832): Accounting for Government Grants by Business Entities. The ERTC is within the
scope of this proposed ASU, however retroactive application of the standard is not required, as proposed, and the Corporation understands recognition of the
ERTC through earnings during 2023 to constitute grant completion for recognition purposes.
The Corporation considers the recognition of the ERTC to be analogous to the stipulations for "conditional contributions" under ASC 958-605-20. Conditional
contributions have at least one barrier needing to be overcome before the recipient is entitled to the assets transferred or promised; there must be a right-of-
return to the contributor; and barriers to the condition should be measurable. The Corporation recognized the gross amount of the ERTC through non-interest
income during the period in which the barrier was overcome, identified as the period during which amended tax returns were filed. The Corporation incurred
and recognized additional income tax expense during 2023 in relation to its amended tax returns.
(2) RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS
Generally, the Corporation is required to maintain balances with the Federal Reserve Bank of New York based upon outstanding balances of deposit transaction
accounts. However, as of March 15, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero percent, effective March 26, 2020. Therefore,
as of December 31, 2024 and 2023, there were no reserve requirements with the Federal Reserve Bank of New York.
The Corporation maintained a pre-funded settlement account with a financial institution in the amount of $1.6 million for electronic funds transaction
settlement purposes as of December 31, 2024 and 2023.
The Corporation also maintains a collateral restricted account with a financial institution related to the Corporation's interest rate swap program. The account
serves as collateral in the event of default on the interest rate swaps with the counterparties. No collateral was held at the financial institution as of
December 31, 2024, and 2023.
F-20
(3) SECURITIES
Amortized cost and estimated fair value of securities available for sale as of December 31, 2024 and 2023 are as follows (in thousands):
December 31, 2024
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for
Credit Losses
Estimated Fair
Value
U.S. treasury notes and bonds
$
59,880
$
—
$
2,974
$
—
$
56,906
Mortgage-backed securities, residential
441,191
14
75,271
—
365,934
Obligations of states and political subdivisions
37,059
—
1,554
—
35,505
Corporate bonds and notes
25,750
—
3,734
—
22,016
SBA loan pools
53,391
35
2,345
—
51,081
Total
$
617,271
$
49
$
85,878
$
—
$
531,442
December 31, 2023
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for
Credit Losses
Estimated Fair
Value
U.S. treasury notes and bonds
$
59,812
$
—
$
4,480
$
—
$
55,332
Mortgage-backed securities, residential
476,240
6
72,422
—
403,824
Obligations of states and political subdivisions
39,503
—
817
—
38,686
Corporate bonds and notes
25,750
—
5,081
—
20,669
SBA loan pools
67,787
75
2,380
—
65,482
Total
$
669,092
$
81
$
85,180
$
—
$
583,993
There were no proceeds from sales and calls of securities resulting in gains or losses during the year ended December 31, 2024. Proceeds from the sale of
available for sale securities for the year ended December 31, 2023 were $1.2 million, and a gross loss of $14 thousand was realized on these sales. The sales
were executed by Chemung Risk Management, Inc., which served as a wholly owned captive insurance company based in the State of Nevada, until
dissolution by the Corporation effective December 6, 2023. The tax benefit related to these net realized losses was $4 thousand for the year ended December
31, 2023.
The amortized cost and estimated fair value of debt securities available for sale are shown below by contractual 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):
December 31, 2024
Amortized Cost
Estimated Fair Value
Within one year
$
4,633
$
4,522
After one, but within five years
73,487
69,676
After five, but within ten years
43,336
39,075
After ten years
1,233
1,154
Mortgage-backed securities, residential
441,191
365,934
SBA loan pools
53,391
51,081
Total
$
617,271
$
531,442
F-21
Amortized cost and estimated fair value of securities held to maturity as of December 31, 2024 and 2023 are as follows (in thousands):
December 31, 2024
Amortized
Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Allowance for
Credit Losses
Estimated Fair
Value
Obligations of states and political subdivisions
$
808
$
—
$
—
$
—
$
808
December 31, 2023
Amortized
Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Allowance for
Credit Losses
Estimated Fair
Value
Obligations of states and political subdivisions
$
785
$
—
$
—
$
—
$
785
There were no proceeds from sales of securities held to maturity during the year ended December 31, 2024. Proceeds from the sale of held to maturity
securities for the year ended December 31, 2023 were $1.0 million, and a gross loss of $25 thousand was realized on these sales. The sales were executed by
Chemung Risk Management, Inc., which served as a wholly owned captive insurance company based in the State of Nevada, until dissolution by the
Corporation effective December 6, 2023.
The contractual maturity of securities held to maturity was as follows as of December 31, 2024 (in thousands):
December 31, 2024
Amortized
Cost
Fair
Value
Within one year
$
200
$
200
After one, but within five years
48
48
After five, but within ten years
560
560
After ten years
—
—
Total
$
808
$
808
The following tables summarize the investment securities available for sale with unrealized losses, for which an allowance for credit losses has not been
recorded as of December 31, 2024, and December 31, 2023 aggregated by major security type and length of time in a continuous unrealized loss position (in
thousands):
Less than 12 months
12 months or longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
2024
U.S. treasury notes and bonds
$
—
$
—
$
56,906
$
2,974
$
56,906
$
2,974
Mortgage-backed securities, residential
5,006
111
359,722
75,160
364,728
75,271
Obligations of states and political
subdivisions
107
3
35,398
1,551
35,505
1,554
Corporate bonds and notes
1,921
79
20,095
3,655
22,016
3,734
SBA loan pools
564
1
46,018
2,344
46,582
2,345
Total
$
7,598
$
194
$
518,139
$
85,684
$
525,737
$
85,878
F-22
Less than 12 months
12 months or longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
2023
U.S. treasury notes and bonds
$
—
$
—
$
55,332
$
4,480
$
55,332
$
4,480
Mortgage-backed securities, residential
—
—
402,986
72,422
402,986
72,422
Obligations of states and political
subdivisions
17,891
241
20,686
576
38,577
817
Corporate bonds and notes
7,492
2,508
13,177
2,573
20,669
5,081
SBA loan pools
3,914
13
54,468
2,367
58,382
2,380
Total
$
29,297
$
2,762
$
546,649
$
82,418
$
575,946
$
85,180
Pledged Securities
The fair value of securities pledged to secure public funds on deposit or for other purposes as required by law was $181.5 million as of December 31, 2024 and
$255.0 million as of December 31, 2023.
Concentrations
There are no securities of a single issuer (other than securities of U.S. Government sponsored enterprises) that exceeded 10% of shareholders' equity as of
December 31, 2024 or 2023.
Assessment of Available for Sale Debt Securities for Credit Risk
Management assesses the change 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, structural changes in an investment, volatility in financial results of specific issuers, or
deterioration in credit quality of issuers. Management assesses both qualitative and quantitative factors to determine whether an allowance for credit losses is
required. The following is a discussion of the credit quality characteristics of major portfolio segments carrying material unrealized losses as of December 31,
2024.
Obligations of U.S. Governmental agencies and sponsored enterprises:
As of December 31, 2024, 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 were attributable to changes in interest rates and market liquidity, not credit
quality. All mortgage-backed securities in the available for sale securities portfolio as of December 31, 2024 were issued by FHLMC, FNMA, or GNMA. The
Corporation considers these obligations to carry zero credit loss estimates, and therefore has not recorded an allowance for credit losses as of December 31,
2024.
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 reviews the collectability of these securities, taking into consideration such factors as
the financial condition of 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. The decrease in market
value was attributable to changes in interest rates. Therefore, the Corporation considers the potential credit risk of the issuers to be immaterial, and has not
recorded an allowance for credit losses as of December 31, 2024.
Equity Method Investments
The Corporation holds a non-qualified deferred compensation plan to allow a select group of management and employees the opportunity to defer all or a
portion of their annual compensation, and treats assets held under this plan as equity method investments. The fair value of investments held in relation to the
deferred compensation plan was $2.6 million and $2.4 million as of December 31, 2024 and 2023, respectively. The Corporation also held $0.6 million of
marketable securities as equity method investments for each of the years ended December 31, 2024 and 2023, respectively.
F-23
(4) LOANS AND ALLOWANCE FOR CREDIT LOSSES
The composition of the loan portfolio, net of deferred loan fees as of December 31, 2024 and 2023 is summarized as follows (in thousands):
2024
2023
Commercial and industrial
$
299,521
$
264,396
Commercial mortgages:
Construction
94,943
138,887
Commercial mortgages, other
1,122,061
984,038
Residential mortgages
274,979
277,992
Consumer loans:
Home equity lines and loans
93,220
87,056
Indirect consumer loans
178,118
210,423
Direct consumer loans
8,577
9,872
Total loans, net of deferred loan fees
2,071,419
1,972,664
Allowance for credit losses
(21,388)
(22,517)
Loans, net of allowance for credit losses
$
2,050,031
$
1,950,147
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 was $8.0 million as of December 31, 2024 and $7.8 million as of December 31, 2023. 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 amortized
cost basis of loans and estimate of the allowance for credit losses, as presented in this Note.
Commercial and industrial loans includes agricultural loans which totaled $0.3 million as of December 31, 2024 and 2023. Agricultural loans were previously
presented as a standalone loan category. Prior period information included in this Note reflects agricultural loans as a component of commercial and industrial
loans.
The Corporation had no residential mortgages held for sale as of December 31, 2024 and December 31, 2023. When the Corporation has loans classified as
held for sale, they are not included in the table above.
Residential mortgage and home equity loans totaling $244.6 million as of December 31, 2024 and $254.6 million as of December 31, 2023 were pledged under
a blanket collateral agreement for the Corporation's line of credit with the FHLBNY.
The following tables present the activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2024 and 2023 (in
thousands):
December 31, 2024
Allowance for credit losses
Commercial and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer Loans
Total
Beginning balance, January 1, 2024
$
5,055
$
12,026
$
2,194
$
3,242
$
22,517
Charge Offs:
(302)
—
(21)
(1,550)
(1,873)
Recoveries:
128
4
62
519
713
Net (charge offs) recoveries
(174)
4
41
(1,031)
(1,160)
Provision
(361)
(816)
24
1,184
31
Ending balance, December 31, 2024
$
4,520
$
11,214
$
2,259
$
3,395
$
21,388
Additional provision related to off-balance sheet exposure was a credit of $77 thousand for the year ended December 31, 2024.
(1)
(1)
F-24
December 31, 2023
Allowance for credit losses
Commercial and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer Loans
Total
Beginning balance, January 1, 2023
$
3,373
$
11,576
$
1,845
$
2,865
$
19,659
Cumulative effect adjustment for the adoption of
ASC-326
909
(695)
(16)
176
374
Beginning balance after cumulative effect
adjustment, January 1, 2023
4,282
10,881
1,829
3,041
20,033
Charge Offs:
(281)
—
(32)
(1,070)
(1,383)
Recoveries:
22
4
—
416
442
Net recoveries (charge offs)
(259)
4
(32)
(654)
(941)
Provision
1,032
1,141
397
855
3,425
Ending balance, December 31, 2023
$
5,055
$
12,026
$
2,194
$
3,242
$
22,517
Additional provision related to off-balance sheet exposure was a credit of $163 thousand for the year ended December 31, 2023.
Unfunded Commitments
The allowance for credit losses on unfunded commitments represents the amount held against credit exposures which are not represented on the Consolidated
Balance Sheets. The allowance is recognized as a liability, a component of other liabilities on the Consolidated Balance Sheets, with adjustments to the
allowance recognized in the provision for credit losses line item on the Consolidated Statements of Income. The Corporation established an allowance for
credit losses on 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 years ended December 31, 2024 and 2023:
For the Years Ended December 31,
Allowance for credit losses on unfunded commitments
2024
2023
Beginning balance
$
919
$
—
Impact of adoption of ASC-326
—
1,082
Provision for credit losses on unfunded commitments
(77)
(163)
Ending balance
$
842
$
919
The following table presents the provision for credit losses on loans and unfunded commitments for the years ended December 31, 2024 and 2023 (in
thousands):
For the Years Ended December 31,
Provision for credit losses
2024
2023
Provision for credit losses on loans
$
31
$
3,425
Provision for credit losses on unfunded commitments
(77)
(163)
Total provision (credit) for credit losses
$
(46)
$
3,262
(1)
(1)
F-25
The following tables present the balance in the allowance for credit losses and the amortized cost basis in loans by portfolio segment and based on analysis
status as of December 31, 2024 and 2023 (in thousands):
December 31, 2024
Allowance for credit losses
Commercial
and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer
Loans
Total
Ending allowance balance attributable to loans:
Individually analyzed
$
1,446
$
106
$
—
$
—
$
1,552
Collectively analyzed
3,074
11,108
2,259
3,395
19,836
Total ending allowance balance
$
4,520
$
11,214
$
2,259
$
3,395
$
21,388
December 31, 2023
Allowance for credit losses
Commercial
and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer
Loans
Total
Ending allowance balance attributable to loans:
Individually analyzed
$
1,928
$
27
$
—
$
—
$
1,955
Collectively analyzed
3,127
11,999
2,194
3,242
20,562
Total ending allowance balance
$
5,055
$
12,026
$
2,194
$
3,242
$
22,517
December 31, 2024
Loans
Commercial
and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer
Loans
Total
Loans individually analyzed
$
1,512
$
4,959
$
—
$
—
$
6,471
Loans collectively analyzed
298,009
1,212,045
274,979
279,915
2,064,948
Total ending loans balance
$
299,521
$
1,217,004
$
274,979
$
279,915
$
2,071,419
December 31, 2023
Loans
Commercial
and
Industrial
Commercial
Mortgages
Residential
Mortgages
Consumer
Loans
Total
Loans individually analyzed
$
2,067
$
5,968
$
—
$
—
$
8,035
Loans collectively analyzed
262,329
1,116,957
277,992
307,351
1,964,629
Total ending loans balance
$
264,396
$
1,122,925
$
277,992
$
307,351
$
1,972,664
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, on a prospective basis. 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, significant
payment delays, or a combination thereof.
F-26
The following tables summarize the amortized cost basis of loans modified during the years ended December 31, 2024 and 2023 (in thousands):
December 31, 2024
Loans modified under ASU 2022-02
Principal
Reduction
Interest Rate
Reduction
Term
Extension
Payment
Delay
Combination
Total
(%) of Loan
Class
Commercial & industrial
$
—
$
—
$
384
$
—
$
—
$
384
0.13 %
Commercial mortgages:
Commercial mortgages, other
—
—
—
376
—
376
0.03 %
Residential mortgages
—
—
—
440
—
440
0.16 %
Total
$
—
$
—
$
384
$
816 $
—
$
1,200
Represents the amortized cost basis of loans modified during the period as a percentage of the period-end loan balances by class.
December 31, 2023
Loans modified under ASU 2022-02
Principal
Reduction
Interest Rate
Reduction
Term
Extension
Payment
Delay
Combination
Total
(%) of Loan
Class
Commercial & industrial
$
—
$
—
$
1,011 $
— $
—
$
1,011
0.38 %
Commercial mortgages:
—
Commercial mortgages, other
—
—
272
1,878
—
2,150
0.22 %
Consumer loans:
—
Home equity lines and loans
—
—
116
—
—
116
0.13 %
Total
$
—
$
—
$
1,399 $
1,878 $
—
$
3,277
Represents the amortized cost basis of loans modified during the period as a percentage of the period-end loan balances by class.
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the years ended
December 31, 2024 and 2023:
December 31, 2024
Effect of loan modifications under ASU
2022-02
Principal reduction
(in thousands)
Weighted average
interest rate reduction
(%)
Weighted average term
extension
(in months)
Weighted-average
payment delay
(in months)
Commercial & industrial
$—
—%
60 months
0 months
Commercial mortgages:
Commercial mortgages, other
$—
—%
0 months
101 months
Residential mortgages
$—
—%
0 months
6 months
December 31, 2023
Principal Reduction (in
thousands)
Weighted average
interest rate reduction
(%)
Weighted average term
extension
(in months)
Weighted average
payment delay
(in months)
Commercial & industrial
—
—%
12 months
0 months
Commercial mortgages:
Commercial mortgages, other
—
—%
60 months
4 months
Consumer loans:
Home equity lines and loans
—
—%
180 months
0 months
(1)
(1)
(1)
(1)
F-27
The Corporation closely monitors the performance of loans that have been modified in accordance with ASU 2022-02 in order to gauge the effectiveness of its
modifications, and to determine the degree to which borrowers continue to demonstrate financial weakness following modification. The following tables
present the performance of such loans that were modified in the twelve month periods preceding December 31, 2024 and 2023 (in thousands):
Twelve Months Ended December 31, 2024
Past Due Status of Modifications under ASU
2022-02:
30-59 Days Past
Due
60-89 Days Past
Due
Greater Than 89
Days Past Due
Loans Not Past
Due
Total
Commercial and industrial
$
—
$
—
$
—
$
384
$
384
Commercial mortgages:
Commercial mortgages, other
—
—
—
376
376
Residential mortgages
—
—
440
—
440
Total
$
—
$
—
$
440
$
760
$
1,200
The residential mortgage included in the above table was contractually past due as of December 31, 2024, but was otherwise performing on its modified terms.
Twelve Months Ended December 31, 2023
Past Due Status of Modifications under ASU
2022-02:
30-59 Days Past
Due
60-89 Days Past
Due
Greater Than 89
Days Past Due
Loans Not Past
Due
Total
Commercial and industrial
$
875
$
—
$
—
$
136
$
1,011
Commercial mortgages:
Commercial mortgages, other
—
—
—
2,150
2,150
Consumer loans:
Home equity lines and loans
—
—
—
116
116
Total
$
875
$
—
$
—
$
2,402
$
3,277
There was one commercial and industrial loan modified to a borrower experiencing financial difficulty during 2023 which sustained a payment default on its
modified terms during the year ended December 31, 2024. Allocations totaling $0.7 million and $0.9 million were included for this loan in the allowance for
credit losses as of December 31, 2024 and 2023, respectively.
The Corporation had no outstanding commitments to lend additional amounts to borrowers for which modifications subject to ASU 2022-02 were made during
the years ended December 31, 2024 and 2023.
Collateral-Dependent Individually Analyzed Loans
As of December 31, 2024 and 2023, the amortized cost basis of individually analyzed loans was $6.5 million and $8.0 million respectively, of which $5.1
million and $6.3 million respectively 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, as of the 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.
(1)
(1)
F-28
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 December 31, 2024 and 2023 (in thousands):
December 31, 2024
December 31, 2023
Amortized Cost Basis
Related Allowance
Amortized Cost Basis
Related Allowance
Commercial and industrial:
Commercial and industrial
$
130
$
65
$
379
$
240
Commercial mortgages:
Construction
—
—
2,209
—
Commercial mortgages, other
4,959
106
3,759
27
Total
$
5,089
$
171
$
6,347
$
267
Secured by commercial real estate
Secured by business assets
Secured by residential real estate
The following table presents the average amortized basis in and interest income recognized on loans individually analyzed, by class, as of December 31, 2024
and 2023 (in thousands):
December 31, 2024
December 31, 2023
With no related allowance recorded:
Average Amortized
Cost Basis
Interest Income
Recognized
Average Amortized
Cost Basis
Interest Income
Recognized
Commercial and industrial
$
102
$
4
$
431
$
—
Commercial mortgages:
Construction
1,753
—
443
103
Commercial mortgages
2,876
—
3,988
5
Residential mortgages
—
—
288
—
Consumer loans:
Home equity lines & loans
—
—
99
—
With an allowance recorded:
Commercial and industrial
1,797
8
1,339
55
Commercial mortgages:
Construction
—
—
—
—
Commercial mortgages
379
—
33
—
Consumer loans:
Home equity lines and loans
—
—
25
—
Total
$
6,907
$
12
$
6,646
$
163
Cash basis interest income approximates interest income recognized.
(1) (2)
(1)
(1) (2) (3)
(1)
(2)
(3)
(1)
(1)
(1)
F-29
The following table presents the amortized cost basis of nonaccrual loans with no related specific allocation in the allowance for credit losses, total nonaccrual
loans, and loans pasts due 90 days or greater which were still accruing, by class of loans, as of December 31, 2024 and 2023 (in thousands):
Nonaccrual with no allowance for
credit losses
Nonaccrual
Loans Past Due 90 Days or More
and Still Accruing
2024
2023
2024
2023
2024
2023
Commercial and industrial
$
76
$
76
$
1,534
$
1,930
$
23
$
10
Commercial mortgages:
Construction
—
2,209
—
2,209
—
—
Commercial mortgages
3,981
3,732
4,959
3,760
—
—
Residential mortgages
1,372
1,315
1,372
1,315
—
—
Consumer loans:
Home equity lines and loans
613
508
613
508
—
—
Indirect consumer loans
474
687
474
687
—
—
Direct consumer loans
2
2
2
2
—
—
Total
$
6,518
$
8,529
$
8,954
$
10,411
$
23
$
10
The following tables present the aging of the amortized cost basis in loans as of December 31, 2024 and 2023 (in thousands):
December 31, 2024
30 - 59 Days
Past Due
60-89 Days Past
Due
Greater Than 89
Days Past Due
Total Past Due
Loans Not Past
Due
Total
Commercial and industrial
$
140
$
201
$
702
$
1,043
$
298,478
$
299,521
Commercial mortgages:
Construction
—
—
—
—
94,943
94,943
Commercial mortgages
1,032
—
3,258
4,290
1,117,771
1,122,061
Residential mortgages
1,529
662
696
2,887
272,092
274,979
Consumer loans:
Home equity lines and loans
231
—
364
595
92,625
93,220
Indirect consumer loans
2,101
719
235
3,055
175,063
178,118
Direct consumer loans
14
6
1
21
8,556
8,577
Total
$
5,047
$
1,588
$
5,256
$
11,891
$
2,059,528
$
2,071,419
December 31, 2023
30 - 59 Days
Past Due
60-89 Days Past
Due
Greater Than 89
Days Past Due
Total Past Due
Loans Not Past
Due
Total
Commercial and industrial
$
1,196
$
31
$
10
$
1,237
$
263,159
$
264,396
Commercial mortgages:
Construction
2,164
—
2,207
4,371
134,516
138,887
Commercial mortgages
1,022
103
261
1,386
982,652
984,038
Residential mortgages
2,244
201
585
3,030
274,962
277,992
Consumer loans:
Home equity lines and loans
461
87
366
914
86,142
87,056
Indirect consumer loans
2,473
501
426
3,400
207,023
210,423
Direct consumer loans
2
20
—
22
9,850
9,872
Total
$
9,562
$
943
$
3,855
$
14,360
$
1,958,304
$
1,972,664
F-30
Credit Quality Indicators
The Corporation establishes a risk rating at origination for all commercial loans. The primary 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, and home equity lines and loans, once a loan is appropriately
approved and closed, the Corporation evaluates credit quality based upon loan repayment. Retail loans that have been modified subject to ASU 2022-02, but
are otherwise performing, are assigned a risk rating of Special Mention, as defined below. Retail loans are not rated until they become 90 days past due or are
modified under ASU 2022-02.
The Corporation uses its 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.
F-31
Based on the analyses performed as of December 31, 2024, 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 Year
Revolving
Loans
Amortized
Cost
Revolving
Loans
Converted to
Term
Total
2024
2023
2022
2021
2020
Prior
Commercial & Industrial
Pass
$
44,130 $
32,157 $
34,862 $
16,787 $
8,326 $
27,452 $
108,819 $
1,380 $
273,913
Special Mention
810
262
3,933
—
4,390
3,673
10,203
62
23,333
Substandard
99
—
8
733
30
—
379
318
1,567
Doubtful
21
—
—
—
—
687
—
—
708
Total
45,060
32,419
38,803
17,520
12,746
31,812
119,401
1,760
299,521
Gross charge offs
—
84
200
6
—
—
12
—
302
Construction
Pass
19,344
46,954
17,568
9,058
—
1,536
483
—
94,943
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
—
Total
19,344
46,954
17,568
9,058
—
1,536
483
—
94,943
Gross charge offs
—
—
—
—
—
—
—
—
—
Commercial mortgages
Pass
120,351
132,539
294,225
162,843
107,341
264,306
6,793
832
1,089,230
Special Mention
—
370
5,935
7,902
—
10,039
2,000
—
26,246
Substandard
—
2,244
1,009
321
1,014
1,982
—
—
6,570
Doubtful
—
—
—
—
—
15
—
—
15
Total
120,351
135,153
301,169
171,066
108,355
276,342
8,793
832
1,122,061
Gross charge offs
—
—
—
—
—
—
—
—
—
Residential mortgages
Not rated
21,574
20,257
55,321
55,152
64,471
56,708
—
—
273,483
Substandard
—
—
85
771
220
420
—
—
1,496
Total
21,574
20,257
55,406
55,923
64,691
57,128
—
—
274,979
Gross charge offs
—
—
—
—
—
21
—
—
21
Home equity lines and loans
Not rated
13,833
10,657
14,094
4,879
2,503
10,259
35,015
1,252
92,492
Special Mention
—
—
115
—
—
—
—
—
115
Substandard
—
24
63
—
—
195
116
215
613
Total
13,833
10,681
14,272
4,879
2,503
10,454
35,131
1,467
93,220
Gross charge offs
—
—
1
—
—
11
1
—
13
Indirect consumer
Not rated
37,746
52,480
67,237
13,266
4,194
2,726
—
—
177,649
Substandard
75
157
107
79
11
40
—
—
469
Total
37,821
52,637
67,344
13,345
4,205
2,766
—
—
178,118
Gross charge offs
47
517
525
161
99
116
—
—
1,465
Direct consumer
Not rated
2,420
1,681
1,454
275
41
225
2,455
14
8,565
Substandard
—
—
—
—
—
—
10
2
12
Total
2,420
1,681
1,454
275
41
225
2,465
16
8,577
Gross charge offs
5
21
20
14
—
4
8
—
72
—
—
—
—
—
—
Total loans
$
260,403 $
299,782 $
496,016 $
272,066 $ 192,541 $ 380,263 $
166,273 $
4,075 $
2,071,419
Total Gross charge-offs
$
52 $
622 $
746 $
181 $
99 $
152 $
21 $
— $
1,873
F-32
Based on the analyses performed as of December 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 Year
Revolving
Loans
Amortized
Cost
Revolving
Loans
Converted to
Term
Total
2023
2022
2021
2020
2019
Prior
Commercial & Industrial
Pass
$
41,925 $
40,579 $
21,892 $
13,541 $
31,233 $
10,523 $
77,241 $
1,662 $
238,596
Special Mention
185
4,608
—
4,020
—
4,690
9,137
482
23,122
Substandard
—
24
991
109
23
456
—
161
1,764
Doubtful
—
—
—
—
—
790
75
49
914
Total
42,110
45,211
22,883
17,670
31,256
16,459
86,453
2,354
264,396
Gross charge offs
—
—
—
—
9
272
—
—
281
Construction
Pass
46,951
68,483
19,066
—
28
1,669
481
—
136,678
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
2,207
2
—
—
2,209
Doubtful
—
—
—
—
—
—
—
—
—
Total
46,951
68,483
19,066
—
2,235
1,671
481
—
138,887
Gross charge offs
—
—
—
—
—
—
—
—
—
Commercial mortgages
Pass
110,864
260,763
161,858
113,198
57,782
244,211
5,197
767
954,640
Special Mention
—
2,533
8,189
2,609
—
8,642
—
—
21,973
Substandard
272
1,107
345
1,022
—
4,555
97
—
7,398
Doubtful
—
—
—
—
—
27
—
—
27
Total
111,136
264,403
170,392
116,829
57,782
257,435
5,294
767
984,038
Gross charge offs
—
—
—
—
—
—
—
—
—
Residential mortgages
Not rated
18,653
58,098
60,024
71,369
15,948
52,585
—
—
276,677
Substandard
—
75
346
—
169
725
—
—
1,315
Total
18,653
58,173
60,370
71,369
16,117
53,310
—
—
277,992
Gross charge offs
—
32
—
—
—
—
—
—
32
Home equity lines and loans
Not rated
13,552
16,384
5,821
3,134
2,867
10,400
33,275
1,115
86,548
Substandard
—
77
—
—
—
293
25
113
508
Total
13,552
16,461
5,821
3,134
2,867
10,693
33,300
1,228
87,056
Gross charge offs
—
—
—
—
—
—
6
—
6
Indirect consumer
Not rated
72,264
98,008
23,015
9,192
3,870
3,387
—
—
209,736
Substandard
119
246
135
48
36
103
—
—
687
Total
72,383
98,254
23,150
9,240
3,906
3,490
—
—
210,423
Gross charge offs
184
375
215
121
21
55
—
—
971
Direct consumer
Not rated
3,005
2,745
785
256
53
324
2,697
5
9,870
Substandard
—
—
—
2
—
—
—
—
2
Total
3,005
2,745
785
258
53
324
2,697
5
9,872
Gross charge offs
4
15
8
6
—
54
6
—
93
—
—
—
—
—
—
Total loans
$
307,790 $
553,730 $
302,467 $
218,500 $ 114,216 $ 343,382 $
128,225 $
4,354 $
1,972,664
Total Gross charge-offs
$
188 $
422 $
223 $
127 $
30 $
381 $
12 $
— $
1,383
F-33
(5) PREMISES AND EQUIPMENT
Premises and equipment as of December 31, 2024 and 2023 are as follows (in thousands):
2024
2023
Land
$
4,298
$
4,664
Buildings
39,462
40,727
Projects in progress
78
11
Equipment and furniture
36,975
37,237
Leasehold improvements
5,726
4,874
86,539
87,513
Less accumulated depreciation and amortization
70,164
72,942
Net book value
$
16,375
$
14,571
Depreciation expense was $1.8 million and $2.0 million for 2024 and 2023, respectively.
In July 2024, after receiving required approvals from the FRBNY and the NYSDFS, the Corporation announced the closure of its branch at 806 West Buffalo
Street, Ithaca, New York, ("Ithaca Station") effective November 15, 2024. Management determined to classify the property as held for sale as of December 31,
2024, pursuant to the requirements of ASC 360 - Property, Plant, and Equipment. At the initial held for sale measurement date, the disposal group’s (held for
sale property's) carrying value was $0.7 million, compared to an appraised value less selling costs of $1.3 million, therefore the held for sale property was
initially measured at $0.7 million. As of December 31, 2024, $0.7 million was included in the line item premises and equipment, net, on the Corporation’s
Consolidated Balance Sheets related to this held for sale asset. During the fourth quarter of 2024, the Corporation entered into an agreement with a third party
to sell the property, with a targeted closing date in the first half of 2025. Management determined there was no impairment of the disposal group during the
year ended December 31, 2024.
Finance Leases
The Corporation leases certain buildings under finance leases. The lease arrangements require monthly payments through 2044.
The Corporation has included these finance leases in premises and equipment as follows:
2024
2023
Buildings
$
6,507
$
5,572
Accumulated depreciation
(3,236)
(2,872)
Net book value
$
3,271
$
2,700
(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 December 31, 2024, the weighted average remaining lease term was 6.9 years with a weighted average discount rate of 3.51%.
Rent expense was $1.0 million for each of the years ended December 31, 2024 and 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.
F-34
Leased branch properties as of December 31, 2024 and December 31, 2023 classified as operating leases consist of the following (in thousands):
2024
2023
Operating lease right-of-use asset
$
5,648
$
6,449
Less: accumulated amortization
(772)
(801)
Less: lease termination
—
—
Add: lease modifications
570
—
Operating lease right-of-use-assets, net
$
5,446
$
5,648
The following is a schedule by year of the undiscounted cash flows of the operating lease liabilities, excluding CAM charges, as of December 31, 2024 (in
thousands):
Year
Amount
2025
$
959
2026
965
2027
977
2028
845
2029
827
2030 and thereafter
1,764
Total minimum lease payments
6,337
Less: amount representing interest
(708)
Present value of net minimum lease payments
$
5,629
As of December 31, 2024, the Corporation had one operating lease that was signed, for which the extension had not yet commenced.
Finance Leases
The Corporation leases certain buildings under finance leases. In May, 2024, the Corporation added $0.9 million in right-of-use assets and finance lease
liabilities. The lease arrangements require monthly payments through 2044. As of December 31, 2024, the weighted average remaining lease term was 11.4
years with a weighted average discount rate of 4.01%. The Corporation has included these leases in premises and equipment as of December 31, 2024 and
December 31, 2023.
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 December 31, 2024 (in thousands):
Year
Amount
2025
$
486
2026
502
2027
505
2028
505
2029
511
2030 and thereafter
2,436
Total minimum lease payments
4,945
Less: amount representing interest
(1,166)
Present value of net minimum lease payments
$
3,779
As of December 31, 2024, the Corporation had no finance leases that were signed, but had not yet commenced.
F-35
(7) GOODWILL AND INTANGIBLE ASSETS
The changes in goodwill included in the core banking segment during the years ended December 31, 2024 and 2023 were as follows (in thousands):
2024
2023
Beginning of year
$
21,824
$
21,824
Acquired goodwill
—
—
End of year
$
21,824
$
21,824
The Corporation's goodwill in the core banking segment arose from multiple acquisitions over the past three decades: Owego National Bank (1995); three
branches of M&T Bank (2008); Canton Bancorp, Inc. (2009) and Fort Orange Financial Corporation (2011).
Acquired intangible assets were as follows as of December 31, 2024 and 2023 (in thousands):
As of December 31, 2024
As of December 31, 2023
Balance Acquired
Accumulated
Amortization
Balance Acquired
Accumulated
Amortization
Core deposit intangibles
$
5,975
$
5,975
$
5,975
$
5,975
Other customer relationship intangibles
5,633
5,633
5,633
5,633
Total
$
11,608
$
11,608
$
11,608
$
11,608
There is no aggregate amortization expense for 2024 and 2023. There is no remaining estimated aggregate amortization expense as of December 31, 2024.
(8) DEPOSITS
A summary of deposits as of December 31, 2024 and 2023 is as follows (in thousands):
2024
2023
Non interest-bearing demand deposits
$
625,762
$
653,166
Interest-bearing demand deposits
306,536
291,138
Insured money market deposits
595,123
623,714
Savings deposits
245,550
249,144
Certificates of deposits $250,000 or less
401,563
365,058
Certificates of deposits greater than $250,000
101,125
76,804
Brokered deposits
92,159
142,776
Other time deposits
29,065
27,627
Total
$
2,396,883
$
2,429,427
Brokered deposits which are individually $250,000 and under.
Includes Individual Retirement Accounts and Christmas Club Accounts.
Total customer deposits include reciprocal balances from checking, insured money market deposits, and CDs received from participating banks in nationwide
deposit networks as a result of our customers electing to participate in Corporate offered ICS/CDARS programs allowing enhanced FDIC insurance protection.
In general, the equivalent of the customers' original deposited funds comes back to the Corporation and are carried within the time deposits category.
(1)
(2)
(1)
(2)
F-36
Scheduled maturities of time deposits as of December 31, 2024, are summarized as follows (in thousands):
Year
Maturities
2025
$
591,926
2026
18,428
2027
11,726
2028
1,184
2029
648
2030 and thereafter
—
Total
$
623,912
$80.0 million of 2025 maturities represent brokered deposits.
$9.5 million of 2027 maturities represent brokered deposits which are callable by the Corporation, monthly.
Time deposits that meet or exceed the FDIC Insurance limit of $250 thousand as of December 31, 2024 and 2023 were $107.6 million and $81.0 million,
respectively.
(9) FEDERAL HOME LOAN BANK TERM ADVANCES AND OVERNIGHT ADVANCES
FHLBNY overnight advances totaled $109.1 million and $31.9 million as of December 31, 2024 and 2023, respectively. The Corporation held no fixed rate
term advances as of December 31, 2024 and 2023, respectively.
The following is a summary of FHLBNY overnight advances as of December 31, 2024 and 2023. The carrying amount includes the advance balance (in
thousands):
2024
2023
Amount
Rate
Maturity Date
Amount
Rate
Maturity Date
$
109,110
4.69 %
January 2, 2025
$
31,920
5.64 %
January 2, 2024
The Bank has pledged $244.6 million and $254.6 million of residential mortgage and home equity loans under a blanket lien arrangement as of December 31,
2024 and 2023, respectively, as collateral for future borrowings. Based on this collateral and additional securities held, the Bank's unused borrowing capacity at
the FHLBNY was $112.0 million as of December 31, 2024.
(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 years ended December 31, 2024 and 2023 (in thousands). Items
outside the scope of ASC 606 are noted as such.
1
2
1
2
F-37
Year ended December 31, 2024
Revenue by Operating Segment:
Core Banking
WMG
Holding Company
and CFS
Total
Non-interest income
Service charges on deposit accounts
Overdraft fees
$
2,997
$
—
$
—
$
2,997
Other
1,045
—
—
1,045
Interchange revenue from debit card transactions
4,426
—
—
4,426
WMG fee income
—
11,573
—
11,573
CFS fee and commission income
—
—
1,054
1,054
Net gains (losses) on sales of OREO
(18)
—
—
(18)
Net gains on sales of loans
214
—
—
214
Net gains on sales of securities
—
—
—
—
Loan servicing fees
144
—
—
144
Change in fair value of equity securities
203
—
(24)
179
Income from bank-owned life insurance
38
—
—
38
Other
1,578
—
—
1,578
Total non-interest income
$
10,627
$
11,573
$
1,030
$
23,230
(a) Not within scope of ASC 606.
(b) The Holding Company and CFS, column above includes amounts to eliminate transactions between segments.
Year ended December 31, 2023
Revenue by Operating Segment:
Core Banking
WMG
Holding Company,
CFS, and CRM
Total
Non-interest income
Service charges on deposit accounts
Overdraft fees
$
3,096
$
—
$
—
$
3,096
Other
823
—
—
823
Interchange revenue from debit card transactions
4,606
—
—
4,606
WMG fee income
—
10,460
—
10,460
CFS fee and commission income
—
—
995
995
Net gains (losses) on sales of OREO
37
—
—
37
Net gains on sales of loans
144
—
—
144
Net gains on sales of securities
(39)
—
—
(39)
Loan servicing fees
144
—
—
144
Change in fair value of equity securities
228
—
(125)
103
Income from bank-owned life insurance
43
—
—
43
Other
4,068
—
69
4,137
Total non-interest income
$
13,150
$
10,460
$
939
$
24,549
(a) Not within scope of ASC 606.
(b) The Holding Company, CFS, and CRM column above includes amounts to eliminate transactions between segments.
(c) Chemung Risk Management, Inc. (CRM) was dissolved December 6, 2023.
(a)
(a)
(a)
(a)
(a)
(a)
(b)(c)
(a)
(a)
(a)
(a)
(a)
(a)
F-38
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 Revenue from Debit Card Transactions: The Corporation earns interchange fees from debit cardholder transactions conducted through the
Mastercard payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized
daily, concurrently with the transaction processing services provided to cardholders.
WMG Fee Income (Gross): The Corporation earns wealth management fees from its contracts with trust 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).
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.
(11) DERIVATIVES
As part of the Corporation's product offerings, the Corporation acts as an interest rate swap counterparty for certain commercial borrowers in the normal course
of servicing our customers. The interest rate swap agreements are free-standing derivatives and are recorded at fair value in the Corporation's Consolidated
Balance Sheets. The Corporation manages its exposure to such interest rate swaps by entering into corresponding and offsetting interest rate swaps with third
parties which mirror the terms of the interest rate swaps entered into with the commercial borrowers. These positions directly offset each other and the
Corporation's exposure is the fair value of the derivatives due to potential changes in credit risk of our commercial borrowers and third parties. The Corporation
also enters into risk participation agreements with lead banks on commercial loans in which it participates. The Corporation receives an upfront fee for
participating in the credit exposure of the interest rate swap associated with the commercial loan in which it is a participant and the fee received is recognized
immediately in other non-interest income. The Corporation is exposed to its share of the credit loss equal to the fair value of the interest rate swap in the event
of nonperformance by the counterparty of the interest rate swap. The Corporation determines the fair value of the credit loss exposure using an estimated credit
default rate based on the historical performance of similar assets.
The notional amount of an interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the
notional amount and the other terms of the individual interest rate swap agreement. As of December 31, 2024, the Corporation held derivatives not designated
as hedging instruments with a total notional amount of $703.2 million. Derivatives not designated as hedging instruments included back-to-back interest rate
swaps of $680.2 million, consisting of $340.1 million of interest rate swaps with commercial borrowers and an additional $340.1 million of offsetting interest
rate swaps with third-party counterparties on substantially the same terms, and risk participation agreements with lead banks of $23.0 million. Free-standing
derivatives are not designated as hedges for accounting purposes and are therefore recorded at fair value with changes in fair value recorded in other non-
interest income.
Accrued interest receivable and payable related to these swaps of $0.5 million and $0.7 million, respectively, is included in other assets and liabilities in the
Corporation's Consolidated Balance Sheets as of December 31, 2024 and 2023.
F-39
The following table presents information regarding derivative financial instruments, as of December 31:
2024
Derivatives not designated as hedging
instruments:
Number of
Instruments
Notional
Amount
Weighted
Average
Maturity
(in years)
Weighted
Average Interest
Rate Received
Weighted
Average
Contract Pay
Rate
Fair Value
Interest rate swap agreements on loans with
commercial loan customers
51
$
340,117
5.5
4.53%
6.37%
$
(23,411)
Interest rate swap agreements with third-party
counter-parties
51
340,117
5.5
6.37%
4.53%
23,395
Risk participation agreements
5
22,988
7.8
(6)
Total
107
$
703,222
$
(22)
2023
Derivatives not designated as hedging
instruments:
Number of
Instruments
Notional
Amount
Weighted
Average
Maturity
(in years)
Weighted
Average
Interest Rate
Received
Weighted
Average
Contract Pay
Rate
Fair Value
Interest rate swap agreements on loans with
commercial loan customers
47
$
315,526
6.6
4.36 %
7.36 %
$
(19,355)
Interest rate swap agreements with third-party
counter-parties
47
315,526
6.6
7.36 %
4.36 %
19,316
Risk participation agreements
4
16,432
7.8
—
Total
98
$
647,484
$
(39)
There was an immaterial off-balance sheet exposure for the risk participation agreements as of December 31, 2024, and December 31, 2023.
Amounts included in the Consolidated Statements of Income related to derivatives not designated as hedging instruments were as follows:
Years Ended December 31,
Derivatives not designated as hedging instruments:
2024
2023
Interest rate swap agreements with commercial loan customers:
Unrealized (loss) recognized in non-interest income
$
(4,056)
$
7,081
Interest rate swap agreements with third-party counter-parties:
Unrealized gain recognized in non-interest income
4,079
(7,065)
Risk participation agreements:
Unrealized gain (loss) recognized in non-interest income
(6)
—
Unrealized gain (loss) recognized in non-interest income
$
17
$
16
F-40
(12) INCOME TAXES
For the years ended December 31, 2024 and 2023, income tax expense attributable to income from operations consisted of the following (in thousands):
2024
2023
Current expense:
Federal
$
4,877
$
7,149
State
416
961
Total current
5,293
8,110
Deferred expense/(benefit):
Federal
1,029
(1,271)
State
92
(338)
Total deferred
1,121
(1,609)
Income tax expense
$
6,414
$
6,501
Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income before income tax expense as
follows (in thousands):
2024
2023
Statutory federal tax rate
21 %
21 %
Tax computed at statutory rate
$
6,318
$
6,615
Increase (reduction) resulting from:
Tax-exempt income
(528)
(509)
831(b) premium adjustment
—
(202)
Dividend exclusion
(10)
(9)
State taxes, net of Federal impact
437
580
Nondeductible interest expense
51
38
Other items, net
146
(12)
Income tax expense
$
6,414
$
6,501
Effective tax rate
21.3 %
20.6 %
The lower tax expense in 2024 when compared to 2023 can be attributed to a decrease in pretax income.
F-41
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2024 and
2023, are presented below (in thousands):
Deferred tax assets:
2024
2023
Allowance for credit losses
$
5,858
$
5,775
Depreciation
1,122
1,408
Deferred compensation and directors' fees
1,444
1,388
Operating lease liabilities
1,435
1,484
Purchase accounting adjustment – fixed assets
154
153
Net unrealized losses on securities available for sale
22,487
22,296
Defined benefit pension and other benefit plans
527
1,054
Nonaccrued interest
381
484
Accrued expense
74
96
Other items, net
135
133
Total gross deferred tax assets
33,617
34,271
Deferred tax liabilities:
Deferred loan fees and costs
1,220
1,389
Prepaid pension
4,283
4,144
Discount accretion
163
121
Core deposit intangible
1,821
1,790
REIT dividend
775
—
Operating lease right-of-use assets
1,435
1,484
Accrual for employee benefit plans
11
8
Other items, net
241
210
Total gross deferred tax liabilities
9,949
9,146
Net deferred tax asset
$
23,668
$
25,125
Realization of deferred tax assets is dependent upon the generation of future taxable income. A valuation allowance is recognized when it is more likely than
not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax assets, the level of historical taxable income and projected future taxable income over the periods in which the temporary
differences comprising the deferred tax assets will be deductible. Based on its assessment, management determined that no valuation allowance is necessary.
As of December 31, 2024 and 2023, the Corporation did not have any unrecognized tax benefits.
The Corporation accounts for interest and penalties related to uncertain tax positions as part of its provision for Federal and State income taxes. As of
December 31, 2024 and 2023, the Corporation did not accrue any interest or penalties related to its uncertain tax positions.
The Corporation is not currently subject to examinations by Federal taxing authorities for the years prior to 2021 and for New York State taxing authorities for
the year prior to 2021. New York State taxing authorities recently completed audits of the Corporation for the years 2018, 2019, and 2020. There were no
adjustments as a result of the New York State audits.
F-42
(13) PENSION PLAN AND OTHER BENEFIT PLANS
Pension Plan
The Corporation has a noncontributory defined benefit pension plan covering certain employees. The plan's defined benefit formula generally based payments
to retired employees upon their length of service multiplied by a percentage of the average monthly pay over the last five years of employment.
New employees hired on or after July 10, 2010 were not eligible to participate in the plan, however, existing participants at that time continued to accrue
benefits. On October 20, 2016, the Corporation amended its noncontributory defined benefit pension plan (“pension plan”) to freeze future retirement benefits
after December 31, 2016. Beginning on January 1, 2017, both the pay-based and service-based component of the formula used to determine retirement benefits
in the pension plan were frozen so that participants will no longer earn further retirement benefits.
The Corporation uses a December 31 measurement date for its pension plan.
The following table presents (1) changes in the plan's projected benefit obligation and plan assets, and (2) the plan's funded status as of December 31, 2024 and
2023 (in thousands):
Change in projected benefit obligation:
2024
2023
Benefit obligation at beginning of year
$
31,023
$
30,506
Service cost
—
—
Interest cost
1,531
1,605
Actuarial (gain) loss
(1,133)
1,098
Curtailments
—
—
Settlements
—
—
Benefits paid
(2,252)
(2,186)
Benefit obligation at end of year
$
29,169
$
31,023
Change in plan assets:
2024
2023
Fair value of plan assets at beginning of year
$
46,950
$
44,656
Actual return on plan assets
3,409
4,480
Employer contributions
—
—
Settlements
—
—
Benefits paid
(2,252)
(2,186)
Fair value of plan assets at end of year
$
48,107
$
46,950
Funded status
$
18,938
$
15,927
Amount recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands):
2024
2023
Net actuarial loss
$
1,936
$
3,961
Prior service cost
—
—
Total before tax effects
$
1,936
$
3,961
The accumulated benefit obligation as of December 31, 2024 and 2023 was $29.2 million and $31.0 million, respectively.
Actuarial gains in the Projected Benefit Obligation (PBO) in 2024 were primarily the result of the increase in discount rate. The increase in discount rate
caused the PBO to decrease by $1.5 million. Other sources of gain/loss such as plan experience, updated census data and minor adjustments to actuarial
assumptions generated a combined loss of approximately 1.3% of expected year end obligations.
F-43
The principal actuarial assumptions used in determining the projected benefit obligation as of December 31, 2024 and 2023 were as follows:
2024
2023
Discount rate
5.63 %
5.07 %
Assumed rate of future compensation increase
N/A
N/A
Weighted-average interest crediting rate
N/A
N/A
Components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) in 2024 and 2023 consist of the following (in
thousands):
Net periodic benefit cost
2024
2023
Service cost, benefits earned during the year
$
—
$
—
Interest cost on projected benefit obligation
1,531
1,605
Expected return on plan assets
(2,517)
(2,391)
Amortization of net loss
—
36
Amortization of prior service cost
—
—
Recognized (gain) loss due to settlements
—
—
Net periodic cost (benefit)
$
(986)
$
(750)
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
2024
2023
Net actuarial (gain) loss
$
(2,025)
$
(990)
Recognized loss
—
(37)
Amortization of prior service cost
—
—
Total recognized in other comprehensive income (loss) (before tax effect)
$
(2,025)
$
(1,027)
Total recognized in net (benefit) cost and other comprehensive income (loss) (before tax effect)
$
(3,011)
$
(1,777)
During 2024, the plan's total unrecognized net loss decreased by $2.0 million. The variance between the actual and expected return on plan assets during 2024
decreased the total unrecognized net loss by $0.9 million. Because the total unrecognized net gain or loss is less than the greater of 10% of the projected benefit
obligation or 10% of the plan assets, no amortization is necessary. As of January 1, 2024, the average expected future life expectancy of plan participants was
21.7 years. Actual results for 2025 will depend on the 2025 actuarial valuation of the plan.
The principal actuarial assumptions used in determining the net periodic benefit cost for the years ended December 31, 2024, 2023 were as follows:
2024
2023
Discount rate
5.07 %
5.42 %
Expected return on assets
5.50 %
5.50 %
Assumed rate of future compensation increase
N/A
N/A
Weighted-average interest crediting rate
N/A
N/A
The discount rate was determined by projecting the plan's expected future benefit payments as defined for the projected benefit obligation, discounting those
expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for
he single equivalent discount rate that resulted in the same projected benefit obligation. A 1% increase/(decrease) in the discount rate would have
increased/(decreased) the net pension cost for 2024 by $142,000/$(48,000) and (decreased)/increased the year-end projected benefit obligation by $(2.4)/$2.8
million. The change in unrecognized net gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. During
2024 the unrecognized net loss decreased by 6.5% of the December 31, 2023 projected benefit obligation.
F-44
The Corporation changes important assumptions whenever conditions warrant changes. As of December 31, 2024 and December 31, 2023, the Corporation
used the Society of Actuaries PRI-2012 Private Retirement Plans Mortality Table with Mortality Improvement Scale MP-2021 as a basis for the Plan's
valuation. The discount rate is evaluated at least annually and the expected long-term return on plan assets will typically be revised every three to five years, or
as conditions warrant.
The Corporation's overall investment strategy is to achieve a mix of investments that protects the value of plan assets while facilitating near-term benefit
payments with a diversification of asset types. The target allocations for plan assets are shown in the table below. Equity securities primarily include
investments in common or preferred shares of both U.S. and international companies. Debt securities include U.S. Treasury and Government bonds as well as
U.S. Corporate bonds. Other investments may consist of mutual funds, money market funds and cash & cash equivalents. While no significant changes in the
asset allocations are expected during 2025, the Corporation may make changes at any time.
The expected return on plan assets was determined based on a CAPM using historical and expected future returns of the various asset classes, reflecting the
target allocations described below.
Asset Class
Target Allocation
2024
Percentage of Plan Assets as of
December 31,
Expected Long-
Term Rate of
Return
2024
2023
Large cap domestic equities
0% - 30%
15 %
41 %
12.1 %
Mid-cap domestic equities
0% - 6%
— %
2 %
— %
Small-cap domestic equities
0% - 5%
— %
1 %
— %
International equities
0% - 6%
— %
3 %
— %
Emerging market equities
0% - 5%
— %
— %
— %
Intermediate fixed income
60% - 100%
69 %
37 %
2.7 %
Alternative assets
0% - 15%
— %
— %
— %
Cash
0% - 25%
16 %
16 %
1.4 %
Total
100 %
100 %
The investment policy of the plan is to provide for stability in the value of plan assets and current income production without undue exposure to risk. The
Corporation maintains an Investment Policy Statement (IPS) that guides the investment allocation in the plan. The IPS describes the target asset allocation
positions as shown in the table above.
The Corporation has appointed an Employee Pension and Profit Sharing Committee to manage the general philosophy, objectives and process of the plan. The
Employee Pension and Profit Sharing Committee meets with the Investment Manager periodically to review the plan's performance and to ensure that the
current investment allocation is within the guidelines set forth in the IPS. Only the Employee Pension and Profit Sharing Committee, in consultation with the
Investment Manager, can make adjustments to maintain target ranges and for any permanent changes to the IPS. Quarterly, the Board of Directors' Trust and
Employee Benefits Committee reviews the performance of the plan with the Investment Manager.
As of December 31, 2024 and 2023, the Corporation's pension plan did not hold any direct investment in the Corporation's common stock.
The Corporation used the following methods and significant assumptions to estimate the fair value of each type of financial instrument held by the pension
plan:
Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between
market participants on the measurement date. The fair value hierarchy described below requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value.
The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available,
fair values are calculated based on market prices of similar securities (Level 2). 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).
Discounted cash flows are calculated using spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate
the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the
calculations.
F-45
The fair value of the plan assets as of December 31, 2024 and 2023, by asset class are as follows (in thousands):
Fair Value Measurement as of December 31, 2024 Using
Plan Assets
Carrying Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash
$
7,577
$
7,577
$
—
$
—
Equity securities:
U.S. companies
—
—
—
—
Mutual funds
38,620
38,620
—
—
Debt securities:
U.S. Treasuries/Government bonds
1,910
1,910
—
—
U.S. Corporate bonds
—
—
—
—
Total plan assets
$
48,107
$
48,107
$
—
$
—
Fair Value Measurement as of December 31, 2023 Using
Plan Assets
Carrying Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash
$
7,503
$
7,503
$
—
$
—
Equity securities:
U.S. companies
19,374
19,374
—
—
Mutual funds
17,905
17,905
—
—
Debt securities:
U.S. Treasuries/Government bonds
1,920
1,920
—
—
U.S. Corporate bonds
248
248
—
—
Total plan assets
$
46,950
$
46,950
$
—
$
—
The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through
ten for the pension plan (in thousands):
Calendar Year
Future Expected Benefit
Payments
2025
$
2,415
2026
$
2,418
2027
$
2,418
2028
$
2,381
2029
$
2,355
2030-2034
$
11,220
The Corporation does not expect to contribute to the plan during 2025. Funding requirements for subsequent years are uncertain and will significantly depend
on changes in assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any
legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes
the Corporation may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law.
F-46
Defined Contribution Profit Sharing, Savings and Investment Plan
On October 20, 2016, the Bank amended its defined contribution profit sharing, savings, and investment plan for all active participants to supersede the current
contribution formula used by the Plan, which included eliminating the 1000 hours of service requirement to participate in employer contributions. Beginning
on January 1, 2017, the Bank began contributing a non-discretionary 3% of gross annual wages for each participant, regardless of the participant’s deferral, and
eliminated discretionary contributions for participants hired prior to July 1, 2010. Additionally, beginning January 1, 2017 the Bank began contributing a 50%
match up to 6% of gross annual wages.
Expense related to these plans totaled $1.6 million and $1.4 million for the years ended December 31, 2024 and 2023, respectively. The plan's assets as of
December 31, 2024 and 2023 include 112,006 and 124,214 shares, respectively, of Chemung Financial Corporation common stock, as well as other common
and preferred stocks, U.S. Government securities, corporate bonds and notes, and mutual funds.
Defined Benefit Health Care Plan
On October 20, 2016, the Corporation amended its defined benefit health care plan to not allow any new retirees into the plan, effective January 1, 2017. The
effects of this freeze are reflected in the defined benefit health care plan disclosures as of December 31, 2017.
The Corporation uses a December 31 measurement date for its defined benefit health care plan.
The following table presents (1) changes in the plan's accumulated postretirement benefit obligation and (2) the plan's funded status as of December 31, 2024
and 2023 (in thousands):
Changes in accumulated postretirement benefit obligation:
2024
2023
Accumulated postretirement benefit obligation - beginning of year
$
76
$
95
Service cost
—
—
Interest cost
5
5
Participant contributions
17
18
Amendments
—
—
Actuarial (gain) loss
40
3
Benefits paid
(51)
(45)
Accumulated postretirement benefit obligation at end of year
$
87
$
76
Change in plan assets:
2024
2023
Fair value of plan assets at beginning of year
$
—
$
—
Employer contribution
34
27
Plan participants’ contributions
17
18
Benefits paid
(51)
(45)
Fair value of plan assets at end of year
$
—
$
—
Unfunded status
$
(87)
$
(76)
F-47
Amount recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands):
2024
2023
Net actuarial loss
$
123
$
102
Prior service credit
—
—
Total before tax effects
$
123
$
102
Weighted-average assumption for disclosure as of December 31:
2024
2023
Discount rate
5.63%
5.07%
Assumed rate of future compensation increase
N/A
N/A
Health care cost trend: Initial (Pre-65/Post 65)
7.50% / 6.50%
8.00% / 7.00%
Health care cost trend: Ultimate (Pre-65/Post 65)
4.75% / 4.75%
4.75% / 4.75%
Year ultimate cost trend reached
2033 / 2032
2033 / 2032
The components of net periodic postretirement benefit cost for the years ended December 31, 2024 and 2023 are as follows (in thousands):
Net periodic cost (benefit)
2024
2023
Service cost
$
—
$
—
Interest cost
5
5
Expected return on plan assets
—
—
Amortization of prior service benefit
—
—
Recognized actuarial loss
19
19
Recognized prior service benefit due to curtailments
—
—
Net periodic postretirement cost (benefit)
$
24
$
24
Other changes in plan assets and benefit obligations
recognized in other comprehensive income (loss):
2024
2023
Net actuarial (gain) loss
$
40
$
3
Recognized actuarial loss
(19)
(19)
Prior service credit
—
—
Amortization of prior service benefit
—
—
Total recognized in other comprehensive income (loss)(before tax effect)
$
21
$
(16)
Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect)
$
45
$
8
Actuarial loss for 2024 is primarily the net impact of an increase in discount rate, which decreased the Accumulated Postretirement Benefit Obligation (APBO)
by $2 thousand, and the reflection of updated data and claims experience, which increased the APBO by $43 thousand. All other sources of gain or loss had a
combined net impact of less than $1 thousand.
During 2024 the plan's total unrecognized net loss increased by $21 thousand. Because the total unrecognized net gain or loss in the plan exceeds 10% of the
accumulated postretirement benefit obligation, the excess will be amortized over the average future life expectancy of all plan participants. As of January 1,
2024, the average future life expectancy of all plan participants was 6 years. Actual results for 2025 will depend on the 2025 actuarial valuation of the plan.
The change in unrecognized gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2024, the
unrecognized net loss increased by 27% of the December 31, 2023 accumulated postretirement benefit obligation. The Corporation changes important
assumptions whenever changing conditions warrant. The discount rate and per capita costs are typically changed at least annually. Other material assumptions
include rates of participant mortality and rates of increase in medical costs.
F-48
Weighted-average assumptions for net periodic cost as of December 31:
2024
2023
Discount rate
5.07%
5.42%
Expected return on plan assets
N/A
N/A
Assumed rate of future compensation increase
N/A
N/A
Health care cost trend: Initial
7.75% / 6.75%
8.00% / 7.00%
Health care cost tread: Ultimate
4.75% / 4.75%
4.75% / 4.75%
Year ultimate reached
2033 / 2032
2033 / 2032
The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through
ten (in thousands):
Calendar Year
Future Estimated Benefit
Payments
2025
$
15
2026
$
14
2027
$
13
2028
$
12
2029
$
11
2030-2034
$
36
The Corporation’s policy is to contribute the amount required to fund postretirement benefits as they become due to retirees. The amount expected to be
required in contributions to the plan during 2025 is $15 thousand.
Executive Supplemental Pension Plan
The Corporation also sponsors an Executive Supplemental Pension Plan for certain former executive officers to restore certain pension benefits that may be
reduced due to limitations under the Internal Revenue Code. The benefits under this plan are unfunded as of December 31, 2024 and 2023.
The Corporation uses a December 31 measurement date for its Executive Supplemental Pension Plan.
The following table presents Executive Supplemental Pension plan status as of December 31, 2024 and 2023 (in thousands):
Change in projected benefit obligation:
2024
2023
Benefit obligation at beginning of year
$
924
$
948
Service cost
—
—
Interest cost
44
48
Actuarial (gain) loss
—
37
Benefits paid
(109)
(109)
Projected benefit obligation at end of year
$
859
$
924
Changes in plan assets:
2024
2023
Fair value of plan assets at beginning of year
$
—
$
—
Employer contributions
109
109
Benefits paid
(109)
(109)
Fair value of plan assets at end of year
$
—
$
—
Unfunded status
$
(859)
$
(924)
F-49
Amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands):
2024
2023
Net actuarial loss
$
192
$
202
Prior service cost
—
—
Total before tax effects
$
192
$
202
Accumulated benefit obligation was $0.9 million as of December 31, 2024 and 2023, respectively.
Weighted-average assumption for disclosure as of December 31:
2024
2023
Discount rate
5.63 %
5.07 %
Assumed rate of future compensation increase
N/A
N/A
Weighted-average interest crediting rate
N/A
N/A
The components of net periodic benefit cost for the years ended December 31, 2024 and 2023 are as follows (in thousands):
Net periodic benefit cost
2024
2023
Service cost
$
—
$
—
Interest cost
44
48
Recognized actuarial loss
11
7
Net periodic postretirement benefit cost
$
55
$
55
Other changes in plan assets and benefit obligation recognized in other comprehensive income (loss):
2024
2023
Net actuarial (gain) loss
$
—
$
37
Recognized actuarial loss
(11)
(7)
Total recognized in other comprehensive income (loss) (before tax effect)
$
(11)
$
30
Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect)
$
44
$
85
During 2024, there was a $30 thousand decrease in the projected benefit obligation as a result of the increase in discount rate. Offsetting this was a $30
thousand increase in PBO due to participant mortality (longevity) experience. There were no other significant sources of gain or loss during 2024.
During 2024, the plan's total unrecognized net loss decreased by $10 thousand. Because the total unrecognized net gain or loss exceeds the greater of 10% of
the projected benefit obligation or 10% of the plan assets, the excess will be amortized over the average future life expectancy of all participants. As of January
1, 2025, the average future life expectancy of plan participants was 9.64 years.
Weighted-average assumptions for net periodic cost as of December 31:
2024
2023
Discount rate
5.07 %
5.42 %
Expected asset return
N/A
N/A
Assumed rate of future compensation increase
N/A
N/A
Weighted-average interest crediting rate
N/A
N/A
The discount rate was determined by projecting the plan's expected future benefit payments as defined for the projected benefit obligation, discounting those
expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for
the single equivalent discount rate that resulted in the same projected benefit obligation.
The change in unrecognized net gain or loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2024
the unrecognized net loss decreased 1.1% of the December 31, 2023 projected benefit obligation.
F-50
The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through
ten for the Supplemental Pension Plan (in thousands):
Calendar Year
Future Estimated
Benefit Payments
2025
$
108
2026
$
104
2027
$
99
2028
$
94
2029
$
88
2030-2034
$
354
Contributions for an unfunded pension plan are equal to the benefit payments being made during the year. The Corporation expects to contribute $110 thousand
to the plan during 2025.
Defined Contribution Supplemental Executive Retirement Plan
The Corporation also sponsors a Defined Contribution Supplemental Executive Retirement Plan for certain current executive officers, which was initiated in
2012. The plan is unfunded as of December 31, 2024 and is intended to provide nonqualified deferred compensation benefits payable at retirement, disability,
death or certain other events. The accrued obligation for the plan as of December 31, 2024 and 2023 was $4.0 million and $3.4 million, respectively. A total of
$0.7 million and $0.6 million was expensed during the years ended December 31, 2024 and 2023, respectively. In addition to each participant's account being
credited with the annual company contribution, each account will receive a quarterly interest credit that will be calculated based upon the average yield on five
year U.S. Treasury Notes.
(14) STOCK COMPENSATION
On June 8, 2021, the Corporation's shareholders approved the Corporation's 2021 Equity Incentive Plan (the "2021 Plan") which provides for the grant of
stock-based awards to officers, employees and directors of the Corporation and the Bank. A Form S-8 Registration Statement was filed with the SEC on June
18, 2021 registering shares to be awarded under the 2021 Plan. The 2021 Plan provides officers, employees and directors of the Corporation and the Bank with
additional incentives to promote the growth and performance of the Corporation. The prior plan shall remain in existence solely for the purpose of
administering outstanding grants.
Under the terms of 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, including the Chief Executive Officer, other executive officers, 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. Awards under the 2021
Plan may generally be vested no earlier than the first anniversary of the date on which the award is granted. Shares fully vest on the fifth anniversary of the
grant date for employees, and on the first anniversary of the grant date for the Chief Executive Officer and members of the Board of Directors. Compensation
expense for shares granted is recognized over the vesting period of the award based on the closing price of the Corporation's stock on the grant date.
Total compensation expense related to the 2021 Plan was $1.2 million in both 2024 and 2023. During 2024 and 2023, a total of 14,396 and 34,658 shares,
respectively, were re-issued from treasury to fund stock compensation. Effective for the 2024 fiscal year and thereafter, annual stock compensation is expected
to be awarded the second month after the close of the fiscal year for the Corporation's employees and Chief Executive Officer.
F-51
A summary of restricted stock activity as of December 31, 2024, and changes during the year ended is presented below:
Shares
Weighted–Average
Grant Date Fair
Value
Nonvested as of December 31, 2023
62,984
$
45.87
Granted
14,396
$
47.70
Vested
(27,562)
$
45.39
Forfeited or Cancelled
(115)
$
47.71
Nonvested as of December 31, 2024
49,703
$
46.67
As of December 31, 2024, there was $1.7 million of total unrecognized compensation cost related to nonvested shares granted under the prior plan and the
2021 Plan. The cost is expected to be recognized over a weighted-average period of 3.27 years. The total fair value of shares vested during the years ended
December 31, 2024 and 2023 were $1.4 million and $1.2 million, respectively.
(15) RELATED PARTY TRANSACTIONS
Members of the Board of Directors, certain Corporation officers, and their immediate families directly, or through entities in which they are principal owners
(more than 10% interest), were customers of, and had loans and other transactions with the Corporation. These loans are summarized as follows for the years
ended December 31, 2024 and 2023 (in thousands):
2024
2023
Balance at beginning of year
$
26,058
$
28,062
New loans or additional advances
175
77
Effect of changes in composition of related parties
—
(4)
Repayments
(820)
(2,077)
Balance at end of year
$
25,413
$
26,058
Deposits from principal officers, directors, and their affiliates as of December 31, 2024 and 2023 were $43.1 million and $36.0 million, respectively.
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 expense totaling $9 thousand per month for each of the years ended December 31, 2024 and
2023. Rent and CAM paid to this Board member totaled $110 thousand and $118 thousand for the years ended December 2024 and 2023, respectively.
WMG provided trust services to members of the Board of Directors, certain Corporation officers, and their immediate families directly, or through entities in
which they are principal owners. WMG fee income for the trust services provided totaled $0.3 million and $0.2 million for the years ended December 31, 2024
and 2023, respectively.
F-52
(16) COMMITMENTS AND CONTINGENCIES
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration
dates. Commitments may expire without being used and off-balance sheet risk of credit loss exists up to the face amount of these instruments. The same credit
policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
The following table presents the contractual amounts of financial instruments with off-balance sheet risk as of December 31, 2024 and 2023 (in thousands):
2024
2023
Fixed Rate
Variable Rate
Fixed Rate
Variable Rate
Commitments to make loans
$
12,025
$
67,501
$
23,809
$
78,790
Unused lines of credit
$
4,484
$
355,872
$
3,387
$
332,439
Standby letters of credit
$
—
$
19,180
$
—
$
11,317
Commitments to make real estate and home equity loans are generally made for periods of sixty days or less. As of December 31, 2024, the fixed rate real
estate and home equity commitments to make loans have interest rates ranging from 5.88% to 7.38% and maturities ranging from five years to thirty years.
Commitments to fund commercial draw notes are generally made for periods of three months to twenty-four months. As of December 31, 2024, the fixed rate
commercial draw commitments have interest rates ranging from 3.25% to 7.88%.
Because many commitments and almost all standby letters of credit expire without being funded in whole or in part, the contract amounts are not estimates of
future cash flows. Loan commitments and unused lines of credit have off-balance sheet credit risk because only origination fees are recognized on the
Consolidated Balance Sheet until commitments are fulfilled or expire. The credit risk amounts are equal to the contractual amounts, assuming the amounts are
fully advanced and collateral or other security is of no value. The Corporation does not anticipate losses as a result of these transactions. These commitments
also have off-balance sheet interest rate risk in that the interest rate at which these commitments were made may not be at market rates on the date the
commitments are fulfilled.
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. The allowance is based on the same methodology as the allowance for credit losses on loans and utilizes
credit conversion factors to determine balance sheet equivalents. As of December 31, 2024 and 2023, the allowance for credit losses on unfunded commitments
was $0.8 million and $0.9 million, respectively.
The Corporation has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the
performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing
these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled $19.2
million as of December 31, 2024 and represent the maximum potential future payments the Corporation could be required to make. Typically, these instruments
have terms of twelve months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is
evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments.
Corporation policies governing loan collateral apply to standby letters of credit at the time of credit extension. The carrying amount and fair value of the
Corporation's standby letters of credit as of December 31, 2024 was not significant.
In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. 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 its financial results or
liquidity.
F-53
(17) PARENT COMPANY FINANCIAL INFORMATION
Condensed parent company only financial statement information of Chemung Financial Corporation is as follows (investment in subsidiaries is recorded using
the equity method of accounting) (in thousands):
BALANCE SHEETS - DECEMBER 31
2024
2023
Assets:
Cash and cash equivalents
$
2,252
$
6,635
Investment in subsidiary - Chemung Canal Trust Company
209,709
185,159
Investment in subsidiary - CFS Group, Inc.
1,450
1,418
Dividends receivable from subsidiary bank
—
1,469
Equity investments, at fair value
180
204
Other assets
1,977
1,850
Total assets
$
215,568
$
196,735
Liabilities and shareholders' equity:
Dividends payable
$
—
$
1,469
Other liabilities
259
25
Total liabilities
259
1,494
Shareholders' equity:
Total shareholders' equity
215,309
195,241
Total liabilities and shareholders' equity
$
215,568
$
196,735
STATEMENTS OF INCOME - YEARS ENDED DECEMBER 31
2024
2023
Dividends from subsidiary bank and non-bank
$
1,475
$
7,204
Interest and dividend income
35
11
Non-interest income
(24)
(125)
Non-interest expenses
296
345
Income before impact of subsidiaries' undistributed earnings
1,190
6,745
Equity in undistributed earnings of Chemung Canal Trust Company
22,344
18,267
Equity in undistributed earnings of CFS Group, Inc.
32
124
Distributed earnings of Chemung Risk Management, Inc.
—
(301)
Income before income tax
23,566
24,835
Income tax benefit
(105)
(165)
Net income
$
23,671
$
25,000
Chemung Risk Management, Inc. was dissolved effective December 6, 2023.
1
1
F-54
F-55
STATEMENTS OF CASH FLOWS - YEARS ENDED DECEMBER 31
2024
2023
Cash flows from operating activities:
Net Income
$
23,671
$
25,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of Chemung Canal Trust Company
(22,344)
(18,267)
Equity in undistributed earnings of CFS Group, Inc.
(32)
(124)
Distributed earnings of Chemung Risk Management, Inc.
—
301
Change in dividend receivable
1,469
(14)
Change in other assets
(127)
(122)
Change in other liabilities
(1,002)
(1,085)
Expense related to restricted stock units directors' deferred compensation plan
21
20
Expense related to employee restricted stock awards
1,238
1,139
Net cash provided by operating activities
2,894
6,848
Cash flow from investing activities:
Proceeds from dissolution of Chemung Risk Management, Inc.
—
2,634
Net cash provided by investing activities
—
2,634
Cash flow from financing activities:
Cash dividends paid
(7,365)
(5,840)
Purchase of treasury stock
(344)
(316)
Sale of treasury stock
430
601
Net cash used in financing activities
(7,279)
(5,555)
Increase (decrease) in cash and cash equivalents
(4,385)
3,927
Cash and cash equivalents at beginning of year
6,635
2,708
Cash and cash equivalents at end of year
$
2,250
$
6,635
Chemung Risk Management, Inc. was dissolved effective December 6, 2023.
(18) FAIR VALUES
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants as of 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:
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).
1
1
1
F-56
Equity Investments: Securities that are held to fund a non-qualified deferred compensation plan and securities that have a readily determinable fair market
value, are recorded with changes in fair value included in earnings. The fair value of equity investments is determined by quoted market prices (Level 1 inputs).
Individually Analyzed Loans: At the time a loan becomes individually analyzed, it is valued at the lower of amortized 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 losses. 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
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 the utilization of Level 3 inputs. These loans are analyzed on a quarterly basis
for additional credit loss and adjusted accordingly.
OREO: Assets acquired through or in lieu of loan foreclosures are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.
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. Subsequent declines in fair value are recorded through the establishment of a valuation allowance, which may be reversed
should fair value increase after the establishment of the valuation allowance.
Appraisals for both collateral-dependent individually analyzed 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 12 month period prior to a property being placed into OREO and updated appraisals are typically completed for
collateral-dependent loans when management determines analysis on an individual basis is required. For individually analyzed loans, appraisal values are
adjusted based on the age of the appraisal, the position of the lien, the type of the property, and its condition.
Derivatives: The fair value of interest rate swaps is 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 value of derivatives is determined
using quantitative models utilizing 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 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 the majority of inputs used to value its derivatives are
considered Level 2 inputs, credit valuation adjustments are based on credit default rate assumptions, which are considered Level 3 inputs.
F-57
Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
Fair Value Measurement as of December 31, 2024 Using
Financial Assets:
Fair Value
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
U.S. treasury notes and bonds
$
56,906
$
56,906
$
—
$
—
Mortgage-backed securities, residential
365,934
—
365,934
—
Obligations of states and political subdivisions
35,505
—
35,505
—
Corporate bonds and notes
22,016
—
9,884
12,132
SBA loan pools
51,081
—
51,081
—
Total available for sale securities
$
531,442
$
56,906
$
462,404
$
12,132
Equity Investments
$
2,759
$
2,759
$
—
$
—
Derivative assets
23,829
—
23,829
—
Financial Liabilities:
Derivative liabilities
$
23,851
$
—
$
23,851
$
—
Fair Value Measurement as of December 31, 2023 Using
Financial Assets:
Fair Value
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
U.S. treasury notes and bonds
$
55,332
$
55,332
$
—
$
—
Mortgage-backed securities, residential
403,824
—
403,824
—
Obligations of states and political subdivisions
38,686
—
38,686
—
Corporate bonds and notes
20,669
—
13,139
7,530
SBA loan pools
65,482
—
65,482
—
Total available for sale securities
$
583,993
$
55,332
$
521,131
$
7,530
Equity investments
$
2,552
$
2,552
$
—
$
—
Derivative assets
23,942
—
23,942
—
Financial Liabilities:
Derivative liabilities
$
23,981
$
—
$
23,981
$
—
The Corporation transfers assets and liabilities between levels within the hierarchy when methodologies to obtain fair value change such that there are either
more or fewer unobservable inputs as of the end of the indicated reporting period. The Corporation utilizes a "beginning of reporting period" timing assumption
when recognizing transfers between hierarchy levels, consistent with ASC 820-10-50-2.
There were no transfers between Level 1 and Level 2 of the hierarchy during the years ended December 31, 2024 and 2023.
There were six corporate subordinated debt issuances transferred into Level 3 during the year ended December 31, 2024, with a total fair value of $5.9 million
as of the transfer date and a fair value of $5.9 million as of December 31, 2024 due to a lack of observable data for the specific issuances. There was one
corporate subordinated debt issuance with a fair value of $1.9 million as of December 31, 2024 which was transferred out of Level 3 and into Level 2 during
the year ended December 31, 2024 based on the availability of observable market data for the issuance, which was subsequently transferred back into Level 3
during the fourth quarter of 2024.
F-58
There were six corporate subordinated debt issuances transferred into Level 3 during the year ended December 31, 2023. This transfer was due to illiquidity in
new issuances of comparable bonds and the size of issuances, leading to pricing difficulties during 2023, which persisted in 2024 for the majority of the
effected issuances. Two of these issuances, with a combined fair value of $1.3 million as of December 31, 2023, were transferred back to Level 2 during the
third quarter of 2023, based on increased availability of market data relevant to these issuances.
The tables below present a reconciliation of assets measured at fair value on a recurring basis using unobservable inputs (Level 3) and qualitative information
regarding Level 3 significant unobservable inputs for the years ended December 31, 2024 and 2023.
Level 3 Financial Assets - Corporate Bonds
2024
2023
Balance of recurring Level 3 assets as of January 1
$
7,530
$
—
Total gains and losses for the period:
Included in other comprehensive income
420
(1,096)
Transfers into Level 3
5,931
9,955
Transfers out of Level 3
(1,749)
(1,329)
Balance of recurring Level 3 assets as of December 31
$
12,132
$
7,530
December 31, 2024
Fair Value
Valuation Techniques
Unobservable Input
Range [Weighted Average] as of
December 31, 2024
Corporate bonds and notes
$
12,132
Discounted cash flow
Market discount rate
7.25% -12.00% [10.82%]
December 31, 2023
Fair
Value
Valuation Technique
Unobservable Inputs
Range
[Weighted Average]
as of December 31, 2023
Corporate bonds and notes
$
7,530
Discounted cash flow
Market discount rate
12.50% - 12.50%
[12.50%]
Assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2024 and 2023 are summarized below (in thousands):
Fair Value Measurement as of December 31, 2024 Using
Financial Assets:
Fair Value
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3)
Individually analyzed loans:
Commercial and industrial
$
11
$
—
$
—
$
11
Commercial mortgages:
Commercial mortgages, other
873
—
—
873
Total individually analyzed loans
$
884
$
—
$
—
$
884
Other real estate owned:
Residential mortgages
$
126
$
—
$
—
$
126
Consumer loans:
Home equity lines and loans
285
—
—
285
Total other real estate owned, net
$
411
$
—
$
—
$
411
The fair value of other real estate owned is presented net of a $32 thousand valuation allowance as of December 31, 2024.
F-59
Fair Value Measurement as of December 31, 2023 Using
Financial Assets:
Fair Value
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3)
Individually analyzed loans:
Commercial and industrial
$
62
$
—
$
—
$
62
Total individually analyzed loans
$
62
$
—
$
—
$
62
Other real estate owned:
Residential mortgages
$
116
$
—
$
—
$
116
Consumer loans:
Home equity lines and loans
210
—
—
210
Total other real estate owned, net
$
326
$
—
$
—
$
326
There were no valuation allowances established for other real estate owned as of December 31, 2023.
The following tables present quantitative information regarding Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a
non-recurring basis as of December 31, 2024 and 2023 (in thousands):
Description
Fair Value as of
December 31, 2024
Valuation Technique
Unobservable Inputs
Range
[Weighted Average]
as of December 31, 2024
Individually analyzed loans:
Commercial and industrial
$
11
Net present value
Discount rate
41.29% - 41.29%
[41.29%]
Commercial mortgages:
Commercial mortgages, other
873
Income approach
Adjustment to appraised value
16.86% - 16.86%
[16.86%]
Total individually analyzed loans
$
884
Other real estate owned:
Residential mortgages
$
126
Sales comparison
Adjustment to appraised value
20.80% - 20.80%
[20.80%]
Consumer loans:
Home equity lines and loans
285
Sales comparison
Adjustment to appraised value
20.80% - 20.80%
[20.80%]
Total other real estate owned, net
$
411
F-60
Description
Fair Value as of
December 31, 2023
Valuation Technique
Unobservable Inputs
Range
[Weighted Average]
as of December 31, 2023
Individually analyzed loans:
Commercial and industrial
$
62
Net present value
Discount rate
48.64% - 57.33%
[55.57%]
Total individually analyzed loans
$
62
Other real estate owned:
Residential mortgages
$
116
Sales comparison
Adjustment to appraised value
20.80% - 20.80%
[20.80%]
Consumer loans:
Home equity lines and loans
210
Sales comparison
Adjustment to appraised value
20.80% - 20.80%
[20.80%]
Total other real estate owned, net
$
326
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and estimated fair values of other financial instruments, as of December 31, 2024 and December 31, 2023, are as follows (in thousands):
Fair Value Measurements as of December 31, 2024 Using
Financial assets:
Carrying
Amount
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Estimated
Fair Value
Cash and due from financial institutions
$
26,224
$
26,224
$
—
$
—
$
26,224
Interest-bearing deposits in other financial institutions
20,811
20,811
—
—
20,811
Equity investments
3,235
3,235
—
—
3,235
Securities available for sale
531,442
56,906
462,404
12,132
531,442
Securities held to maturity
808
—
—
808
808
FHLBNY and FRBNY stock
9,117
—
—
—
N/A
Loans, net and loans held for sale
2,071,419
—
—
1,981,851
1,981,851
Derivative assets
23,829
—
23,829
—
23,829
Financial liabilities:
Deposits:
Demand, savings, and insured money market deposits
$
1,772,971
$
1,772,971
$
—
$
—
$
1,772,971
Time deposits
623,912
—
622,920
—
622,920
FHLBNY overnight advances
109,110
—
109,083
—
109,083
Derivative liabilities
23,851
—
23,851
—
23,851
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.
1
1
F-61
Fair Value Measurements as of December 31, 2023 Using
Financial Assets:
Carrying
Amount
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Estimated
Fair Value
Cash and due from financial institutions
$
22,247
$
22,247
$
—
$
—
$
22,247
Interest-bearing deposits in other financial institutions
14,600
14,600
—
—
14,600
Equity investments
3,046
3,046
—
—
3,046
Securities available for sale
583,993
55,332
521,131
7,530
583,993
Securities held to maturity
785
—
—
785
785
FHLBNY and FRBNY stock
5,498
—
—
—
N/A
Loans, net and loans held for sale
1,972,664
—
—
1,875,390
1,875,390
Derivative assets
23,942
—
23,942
—
23,942
Financial liabilities:
Deposits:
Demand, savings, and insured money market deposits
$
1,817,162
$
1,817,162
$
—
$
—
$
1,817,162
Time deposits
612,265
—
609,863
—
609,863
FHLBNY overnight advances
31,920
—
31,925
—
31,925
Derivative liabilities
23,981
—
23,981
—
23,981
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.
(19) REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and 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 of 2.5% above the adequately capitalized risk-based capital ratios. 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. Management believes as of December 31, 2024, the Bank met all capital adequacy requirements to which it is
subject.
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. As
of December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. The Corporation is no longer subject to Federal Reserve 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 December 31, 2024, 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 this notification that
management believes have changed the Bank's or the Corporation's capital category.
1
1
F-62
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
the current year’s net income, combined with the retained net income of the preceding two years, subject to the capital requirements in the table below. During
2025, the Bank could, without prior approval, declare dividends of approximately $62.2 million plus any 2025 net income retained to the date of the dividend
declaration.
The actual capital amounts and ratios of the Corporation and the Bank are presented in the following tables (in thousands):
Actual
Minimal Capital
Adequacy
Minimal Capital
Adequacy with Capital
Buffer
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
As of December 31, 2024
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to Risk Weighted Assets):
Consolidated
$
280,778
13.35 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
275,179
13.09 %
$
168,137
8.00 %
$
220,680
10.50 %
$
210,172
10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated
$
258,550
12.30 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
252,950
12.04 %
$
126,103
6.00 %
$
178,646
8.50 %
$
168,137
8.00 %
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated
$
258,550
12.30 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
252,950
12.04 %
$
94,577
4.50 %
$
147,120
7.00 %
$
136,612
6.50 %
Tier 1 Capital (to Average Assets):
Consolidated
$
258,550
9.18 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
252,950
8.98 %
$
112,639
4.00 %
N/A
N/A
$
140,799
5.00 %
Actual
Minimum Capital
Adequacy
Minimal Capital
Adequacy with Capital
Buffer
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
As of December 31, 2023
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to Risk Weighted Assets):
Consolidated
$
262,864
13.26 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
252,783
12.76 %
$
158,438
8.00 %
$
207,950
10.50 %
$
198,048
10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated
$
239,429
12.08 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
229,348
11.58 %
$
118,829
6.00 %
$
168,341
8.50 %
$
158,438
8.00 %
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated
$
239,429
12.08 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
229,348
11.58 %
$
89,122
4.50 %
$
138,634
7.00 %
$
128,731
6.50 %
Tier 1 Capital (to Average Assets):
Consolidated
$
239,429
8.62 %
N/A
N/A
N/A
N/A
N/A
N/A
Bank
$
229,348
8.26 %
$
111,034
4.00 %
N/A
N/A
$
138,792
5.00 %
F-63
(20) ACCUMULATED OTHER COMPREHENSIVE INCOME OR LOSS
Accumulated other comprehensive income or 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 or loss by component, net of tax, for the periods indicated (in
thousands):
Unrealized Gains and
Losses on Securities
Available for Sale
Defined Benefit
and Other
Benefit Plans
Total
Balance as of January 1, 2024
$
(62,800)
$
(3,213)
$
(66,013)
Other comprehensive income (loss) before reclassification
(539)
1,465
926
Amounts reclassified from accumulated other comprehensive income (loss)
—
22
22
Net current period other comprehensive income (loss)
(539)
1,487
948
Balance as of December 31, 2024
$
(63,339)
$
(1,726)
$
(65,065)
Balance as of January 1, 2023
$
(71,296)
$
(3,961)
$
(75,257)
Other comprehensive income (loss) before reclassification
8,506
702
9,208
Amounts reclassified from accumulated other comprehensive income (loss)
(10)
46
36
Net current period other comprehensive income (loss)
8,496
748
9,244
Balance as of December 31, 2023
$
(62,800)
$
(3,213)
$
(66,013)
The following is the reclassification out of accumulated other comprehensive income (loss) for the periods indicated (in thousands):
Details about Accumulated Other Comprehensive Income (Loss)
Components
Year Ended December
31,
Affected Line Item
in the Statement Where
Net Income is Presented
2024
2023
Unrealized gains and losses on securities available for sale:
Realized gains (losses) on securities available for sale
$
—
$
(14)
Net gains (losses) on securities transactions
Tax effect
—
4
Income tax expense
Net of tax
—
(10)
Amortization of defined pension plan and other benefit plan items:
Actuarial losses (a)
30
63
Other components of net periodic pension and
postretirement benefits
Tax effect
(8)
(16)
Income tax expense
Net of tax
22
47
Total reclassification for the period, net of tax
$
22
$
37
(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other benefit plan costs (see Note 13 for
additional information).
F-64
(21) 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 and industrial, 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.
The Corporation's reportable segments are determined by the Executive Management Team (EMT), who collectively are designated Chief Operating Decision
Maker (CODM). The CODM evaluates the financial performance of each business segment, which is based upon the business segment's net income.
Components of net income for the business segments that are reviewed by the CODM include net interest income, provision for credit losses, non-interest
income, non-interest expense and income tax expense. The CODM, in conjunction with management committees (such as ALCO and Corporate loan
committees) evaluates financial performance to make decisions related to the products and services that are offered, pricing, and the allocation of resources for
each business segment.
Accounting policies for the segments are the same as those described in Note 1. 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 includes income and expenses related to insurance products, mutual funds, brokerage services, and
captive insurance (in thousands).
Year ended December 31, 2024
Core Banking
WMG
Holding
Company and
CFS
Inter-Segment
Eliminations
Consolidated
Totals
Interest and dividend income
$
127,534
$
—
$
36
$
(6) $
127,564
Interest expense
53,511
—
—
(6)
53,505
Net interest income
74,023
—
36
—
74,059
Provision for credit losses
(46)
—
—
—
(46)
Net interest income after provision for credit losses
74,069
—
36
—
74,105
Non-interest income
10,633
11,573
1,030
(6)
23,230
Non-interest expenses:
Compensation expense
29,131
5,672
828
—
35,631
Net occupancy expense
5,583
249
6
(6)
5,832
Furniture and equipment expense
1,542
94
23
—
1,659
Data processing & software expense
8,954
1,120
19
—
10,093
Other non-interest expenses
13,080
546
409
—
14,035
Total non-interest expense
58,290
7,681
1,285
(6)
67,250
Income (loss) before income tax expense
26,412
3,892
(219)
—
30,085
Income tax expense (benefit)
5,651
833
(70)
—
6,414
Segment net income (loss)
$
20,761
$
3,059
$
(149)
$
—
$
23,671
Supplemental Information:
Total assets as of December 31, 2024
$
2,746,344
$
2,882
$
215,366
$
(188,445) $
2,776,147
Capital expenditures
$
3,626
$
—
$
—
$
—
$
3,626
Depreciation expense
$
1,797
$
17
$
—
$
—
$
1,814
Includes expenditures related to ATM fleet replacement across footprint and the addition of a new branch.
Included in net occupancy and furniture and equipment expense in the table above.
1
2
1
2
F-65
Year ended December 31, 2023
Core Banking
WMG
Holding
Company,
CFS,CRM
Inter-Segment
Eliminations
Consolidated
Totals
Interest and dividend income
$
112,947
$
—
$
132
$
(5) $
113,074
Interest expense
38,622
—
—
(5)
38,617
Net interest income
74,325
—
132
—
74,457
Provision for credit losses
3,262
—
—
3,262
Net interest income after provision for credit losses
71,063
—
132
—
71,195
Non-interest income
13,156
10,460
1,890
(957)
24,549
Non-interest expenses:
Compensation expense
27,639
5,169
716
—
33,524
Net occupancy expense
5,414
223
6
(6)
5,637
Furniture and equipment expense
1,622
86
20
—
1,728
Data processing & software expense
8,655
1,155
30
—
9,840
Other non-interest expenses
13,569
428
468
(951)
13,514
Total non-interest income
56,899
7,061
1,240
(957)
64,243
Income (loss) before income tax expense
27,320
3,399
782
—
31,501
Income tax expense (benefit)
5,869
730
(98)
—
6,501
Segment net income (loss)
$
21,451
$
2,669
$
880
$
—
$
25,000
Total assets as of December 31, 2023
$
2,689,903
$
2,702
$
196,580
$
(178,656) $
2,710,529
Capital expenditures
$
540
$
—
$
—
$
—
$
540
Depreciation expense
$
1,983
$
18
$
—
$
—
$
2,001
Chemung Risk Management, Inc. (CRM) was dissolved December 6, 2023.
Included in net occupancy and furniture and equipment expense in the table above.
1
2
1
2
F-66
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: MARCH 14, 2025
By: /s/ Anders M. Tomson
Anders M. Tomson
President and Chief Executive Officer
(Principal Executive Officer)
DATED: MARCH 14, 2025
By: /s/ Dale M. McKim, III
Dale M. McKim, III
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Raimundo C. Archibold, Jr.
Director
March 14, 2025
Raimundo C. Archibold, Jr.
/s/ Ronald M. Bentley
Director
March 14, 2025
Ronald M. Bentley
/s/ David M. Buicko
Director
March 14, 2025
David M. Buicko
/s/ David J. Dalrymple
Director and Chairman of the Board of Directors
March 14, 2025
David J. Dalrymple
/s/ Robert H. Dalrymple
Director
March 14, 2025
Robert H. Dalrymple
/s/ Richard E. Forrestel, Jr.
Director
March 14, 2025
Richard E. Forrestel, Jr.
/s/ Denise V. Gonick
Director
March 14, 2025
Denise V. Gonick
/s/ Stephen M. Lounsberry, III
Director
March 14, 2025
Stephen M. Lounsberry, III
/s/ Joseph F. Meade, IV
Director
March 14, 2025
Joseph F. Meade, IV
/s/ Jeffrey B. Streeter
Director
March 14, 2025
Jeffrey B. Streeter
(Signatures, continued)
F-59
Signature
Title
Date
/s/ G. Thomas Tranter, Jr.
Director
March 14, 2025
G. Thomas Tranter, Jr.
/s/ Thomas R. Tyrrell
Director
March 14, 2025
Thomas R. Tyrrell
/s/ Anders M. Tomson
Chief Executive Officer and President
March 14, 2025
Anders M. Tomson
/s/ Dale M. McKim, III
Chief Financial Officer and Treasurer
March 14, 2025
Dale M. McKim, III
EXHIBIT INDEX
Exhibit
The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation’s
Securities Exchange Act file number is 000-13888.
3.1
Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to
Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008).
3.2
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated
by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March
13, 2008).
3.3
Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated
by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March
15, 2006).
3.4
Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to
Exhibit 3.2 to Registrant’s Form 8-K and filed with the Commission on August 17, 2022).
4.1
Specimen Stock Certificate (filed as Exhibit 4.1 to Registrant's Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference).
4.2
Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed herewith (as incorporated by
reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12,
2020).
10.1
Chemung Financial Corporation 2014 Omnibus Plan and Component Plans (Chemung Financial Corporation Restricted Stock Plan,
Chemung Financial Corporation Incentive Compensation Plan, Chemung Financial Corporation Directors’ Compensation Plan and
Chemung Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan) (filed as Exhibits 10.1, 10.2, 10.3, 10.4
and 10.5 to Registrant’s Form S-8 filed with the Commission on January 27, 2015 and incorporated herein by reference).
10.2
Change of Control Agreement dated December 19, 2018 between Chemung Canal Trust Company and Anders M. Tomson, President
and Chief Executive Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2018 and
incorporated herein by reference).
10.3
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Peter K. Cosgrove, Executive
Vice President and Chief Credit Officer, and incorporated herein by reference.
10.4
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Daniel D. Fariello, President of
Capital Bank Division (filed as Exhibit 10.2 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and
incorporated herein by reference).
10.5
Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Loren D. Cole, Executive Vice
President and Chief Information Officer, (as incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended
December 31, 2019 and filed with the Commission on March 12, 2020).
10.6
Chemung Financial Corporation 2021 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission
on June 8, 2021 and incorporated herein by reference).
10.7
Consent Order between Chemung Canal Trust Company and the New York State Department of Financial Services dated June 24, 2021
(filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2021 and incorporated herein by reference).
10.8
Form of Incentive Stock Option Award Agreement (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (333-
257227) filed with the Commission on June 21, 2021 and incorporated herein by reference).
10.9
Form of Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-8 (333-
257227) filed with the Commission on June 21, 2021 and incorporated herein by reference).
10.10
Form of Restricted Stock Award Agreement (filed as Exhibit 10.4 to Registrant's Registration Statement on Form S-8 (333-257227)
filed with the Commission on June 21, 2021 and incorporated herein by reference).
10.11
Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan, (as incorporated by reference to
Exhibit 10.12 to Registrant's Form 10-K for the year ended December 31, 2021 and filed with the Commission on March 23, 2022).
10.12
Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan-Amendment Number One, as amended
on November 16, 2022 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on November 21, 2022 and
incorporated herein by reference).
10.13
Change of Control Agreement dated June 2, 2023 between Chemung Canal Trust Company and Dale M. McKim, III, Executive Vice
President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 2,
2023 and incorporated herein by reference).
19
Policy Related to Insider Trading, filed herewith.*
21
Subsidiaries of the Registrant.*
23
Consent of Crowe LLP, Independent Registered Public Accounting Firm.*
31.1
Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934.*
31.2
Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934.*
32.1
Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act
of 1934 and 19 U.S.C. §1350.*
32.2
Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of
1934 and 19 U.S.C. §1350.*
97
Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated herein by reference.
101.INS
Instance Document
101.SCH
XBRL Taxonomy Schema*
101.CAL
XBRL Taxonomy Calculation Linkbase*
101.DEF
XBRL Taxonomy Definition Linkbase*
101.LAB
XBRL Taxonomy Label Linkbase*
101.PRE
XBRL Taxonomy Presentation Linkbase*
*
Filed herewith.
CHEMUNG FINANCIAL CORPORATION
INSIDER TRADING POLICY
Amended October 18, 2023
A. Policy
Any person who purchases or sells securities in violation of a duty of trust or confidence, while in possession of material
nonpublic information, violates United States federal and state securities laws. Furthermore, it is important that the appearance, as
well as the fact, of trading on the basis of material nonpublic information be avoided. Therefore, it is the policy of Chemung
Financial Corporation (“CFC” or the “Company”) that any person subject to this Company Insider Trading Policy (the “Policy”), who
possesses material nonpublic information pertaining to the Company, may not trade in the Company’s securities, advise anyone
else to do so, or communicate the information to anyone else until the information has been disseminated to the public.
No director, officer, employee or consultant of the Company who is aware of material nonpublic information relating to the
Company may, directly or through family members or other persons or entities:
◦
Buy, gift or sell securities of the Company, other than pursuant to a trading plan that complies with Rule 10b5-1 promulgated
by the Securities and Exchange Commission (“SEC”),
◦
engage in any other action to take personal advantage of that information,
◦
pass that information on to others outside the Company, including friends and family (a practice referred to as “tipping”), or
◦
make recommendations or express opinions as to trading in the Company’s securities while in possession of material
nonpublic information, except such person may advise others not to trade in the Company’s securities if doing so might
violate the law or this Policy.
B. Applicability
The Policy is applicable to the Company’s directors, officers, members of the financial department and other employees of
the Company and Related Persons (defined in Section C below). These individuals are collectively referred to in this Policy as
“Insiders.” The Company’s directors and senior officers are subject to the reporting and trading restrictions of Section 16 of the
Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the underlying rules and regulations promulgated by the
SEC. Each of these persons is referred to in this Policy as a “Section 16 Insider.” All Section 16 Insiders and members of the
financial department are subject to the additional restriction and reporting obligations set forth in Section E below. Questions
regarding this policy should be directed to the Company’s Corporate Secretary.
C. Definitions/ Explanations
Who is an “Insider”?
Any person who possesses material, nonpublic information is considered an Insider as to that information. Insiders include
Company directors, officers, employees, independent contractors and those persons in a special relationship with the Company,
e.g., its auditors, consultants or attorneys. The definition of Insider is transaction specific; that is, an individual is an Insider with
respect to each material, nonpublic item of which he or she is aware.
What is “Material” Information?
Information is considered “material” if it would be expected to affect the investment or voting decisions of a reasonable
shareholder or investor or where the information would be expected to have a significant effect on the market price of the security.
Material information can be positive or negative.
While it is not possible to identify all information that would be deemed material, the following types of information could be
considered material:
◦
financial performance, especially quarterly and year-end earnings and significant changes in financial performance or
liquidity;
◦
guidance on earnings estimates;
◦
business combinations, such as mergers, acquisitions, tender offers, joint ventures, spinoffs, or other extraordinary
transactions;
◦
a cybersecurity incident;
◦
significant new product or service offerings;
◦
changes in auditors or auditor notification that the Company may no longer rely on an audit report;
◦
significant new claims or litigation or important developments in pending matters;
◦
governmental investigations and regulatory actions;
◦
significant write-offs or mark-down of assets;
◦
events regarding the Company’s securities, including repurchase plans, stock splits or changes in dividends, changes to
the rights of security holders, public or private sales of additional securities; significant changes in senior management
or membership of the Board of Directors;
◦
regulation approvals; and
◦
changes in law and regulations that may have a significant effect on the Company’s revenues or earnings.
The above list is only illustrative.
What is “Nonpublic” Information?
Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must
be widely disseminated in a manner making it generally available to investors, for example, through a report filed with the SEC or
through major newswire services in the United States, U.S. National News services or U.S. financial news services. After a public
announcement of material information, a reasonable period of time (generally one full trading day) must elapse in order for the
market to react to the information.
Who is a “Related Person”?
A Related Person includes your spouse, minor children and anyone else living in your household; partnerships in which you
are a general partner; trusts of which you are a trustee; estates of which you are an executor; and other equivalent legal entities
that you control. Although a person’s parent or sibling may not be considered a Related Person (unless living in the same
household) a parent or sibling may be a “tippee” for securities law purposes. See Section D below for a discussion on the
prohibition on “tipping.”
D. Guidelines
Non-disclosure of Material Nonpublic Information.
Material, nonpublic information must not be disclosed to anyone, except the persons within the Company or third party
agents of the Company (such as retained investment banking advisors or outside legal counsel) whose positions require them to
know it.
Prohibited Trading in CFC Securities.
No person may place a purchase or sell order or recommend that another person place a purchase or sell order in CFC
securities (including reallocation of funds relating to 401(k) plan accounts) when he or she has knowledge of material information
concerning the Company that has not been disclosed to the public. Loans, pledges, gifts, charitable donations and other
contributions of Company securities are also subject to this Policy. An officer or employee having material nonpublic information
regarding the Company may not (1) initiate a transfer of funds into or out of the 401(k) plan or (2) increase an existing election to
invest funds in Company stock in the 401(k) plan. However, ongoing purchases of the Company’s stock through the 401(k) plan
pursuant to a prior election are not prohibited. A director, officer or employee having material nonpublic information regarding the
Company may not sign up for, or increase participation in, any employee stock purchase plan or dividend reinvestment plan.
However, ongoing purchases through those plans pursuant to a prior election are not prohibited. The Company is prohibited from
repurchasing its stock while in possession of material nonpublic information unless pursuant to a Rule 10b5-1 Trading Plan set forth
in Section G below.
Receipt and Vesting of Restricted Stock.
The trading restrictions under this Policy do not apply to the grant of restricted stock or other equity-based incentives issued
or offered by the Company. The trading restrictions under this Policy also do not apply to the vesting, cancellation or forfeiture of
restricted stock in accordance with applicable plans and agreements.
Stock Options
The Company should not generally make option awards to Named Executive Officers (as defined in SEC Regulation S-K) in
the four business days before the filing of a periodic report on Forms 10-Q and 10-K as applicable or the filing or furnishing of a
Current Report on Form 8-K that discloses material non-public information (including earnings information but excluding a Form 8-K
that discloses only the grant of a material new option award) and ending one business day after such triggering event.
“Tipping” Information to Others.
Insiders may be liable for communicating or tipping material nonpublic information to any third party (“tippee”) not just to
persons within the ambit of Related Persons. Persons other than Insiders also can be liable for insider trading, including tippees
who trade material, nonpublic information tipped to them and individuals who trade on material, nonpublic information which has
been misappropriated. A tippee’s liability for insider trading is no different from that of an Insider.
Change in Form of Ownership.
Transactions that involve merely a change in the form in which you own securities are permissible. For example, you may
transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime.
Individual Responsibility.
Every officer, director and each employee, consultant and contractor has the individual responsibility to comply with this
Policy against insider trading. An Insider should consult with the Corporate Secretary to be sure that the window for trading is open
before executing a trade in CFC securities.
Avoid Speculation.
Directors, officers and employees, and their Related Persons may not trade in options, warrants, puts and calls or similar
instruments on Company Securities or sell Company Securities “short.” In addition, directors, officers and employees, and their
Related Persons may not margin or pledge Company Securities.
Form 4 and Short-swing trading.
Directors and senior officers of CFC are required to report trades in CFC securities to the SEC by appropriate, timely filings.
The Corporate Secretary will assist with these filings. Directors and senior officers must be aware that their trades will be publicly
disclosed, and that short swing trading (buying and selling within a six-month period) are prohibited.
Trading in Other Securities.
No director, officer or employee may place purchase or sell orders or recommend that another place a purchase or sell
order in the securities of another company if the person learns of material, nonpublic information about the other company in the
course of his/her employment with the Company. Attention to this prohibition is particularly important for those who acquire
nonpublic information about customers of Chemung Canal Trust Company.
Other Exceptions.
Any other exception from this Policy must be approved by the Chief Executive Officer, in consultation with the Board of
Directors or an independent committee of the Board of the Directors.
E. Additional Restrictions and Requirements for Directors and Senior Officers
Trading Window; Black-Out Periods.
The Company’s directors and senior officers who are subject to the reporting requirements under Section 16 of the
Exchange Act and members of the financial department may buy or sell CFC securities in the public market only during a permitted
“trading window” monitored by the Corporate Secretary. This period begins one full trading day after the release of the Company’s
quarterly earnings and ends the 20 day of the last month in the current calendar quarter.
The Company may impose special black-out periods during which such directors and senior officers will be prohibited from
effecting transactions in CFC securities, even though the trading window would otherwise be open. For example, the Company may
not permit trading during periods when significant transactions are being negotiated or when the Board or senior officers possess
material information that has not been disclosed. These restrictions on trading shall not apply to transactions made under a trading
plan adopted pursuant to SEC Rule 10b5-1(c) and approved in writing by the Company’s Chief Compliance Officer. See Section G
below.
Insiders are discouraged from purchasing or selling Company shares within four business days before or after an
announcement of a Company share repurchase plan, or an announcement of any increase in a Company share repurchase plan.
F. Periodic review and training in this Policy
This Policy shall be reviewed periodically with Board members and senior officers of the Company and distributed to all
employees of the Company. The Company will periodically remind employees of its Policy against insider trading while in the
possession of material, nonpublic information.
G. Guidelines for 10b5-1 Trading Plans
The Company may permit directors and senior officers to establish a trading plan pursuant to SEC Rule 10b5-1 (“Rule 10b5-
1 Plan”). The selling of Company stock, pursuant to an approved Rule 10b5‑1 Plan, is not subject to the prohibition on trading on
the basis of material nonpublic information contained in this Policy or to the restrictions set forth above relating to trading windows,
provided that certain requirements are satisfied, including:
1. The Rule 10b5-1 Plan must be established at a time when the Company’s trading window is open or there is no black-
out period; and the director or senior officer is not aware of any material nonpublic information. Additionally, transactions
under a Rule 10b5-1 Plan (other than for the Company) may only begin after a “cooling-off” period. For directors and
th
executive officers, this cooling-off period is the later of (i) 90 days after the adoption or modification of the Rule
10b5-1 Plan or (ii) two business days following the filing of a Form 10-Q or Form 10-K, as applicable, for the
Company’s financial results for the fiscal quarter in which the Rule 10b5-1 Plan was adopted or modified (but in no
case can disclosure exceed 120 days following plan adoption or modification). For persons who are not directors or
executive officers, this cooling-off period is 30 days after adoption or modification of the Rule 10b5-1 Plan.
2. The Rule 10b5-1 Plan must specify the amount of CFC shares that are to be sold/bought, and the price at which and
the date on which the securities are to be sold/bought or include a written formula for determining the amount of CFC
shares to be sold/bought and the price at which and the date on which the securities are to be sold/bought.
3. Once the Rule 10b5-1 Plan is adopted, the Company, the director or senior officer may not exercise any influence over
the number or dollar amount of securities to be traded, the price at which they are to be traded or the date of the trade.
4. The Rule 10b5-1 Plan must be approved prior to the effective time of any transactions under such Plan by the
Company’s Chief Financial Officer. The Company reserves the right to withhold approval of any Plan that the Compliance
Officer determines fails to comply with the Rule, exposes the Company or the employee to liability under any other
applicable state or federal rule, regulation or law, creates any appearance of impropriety, or fails to meet the guidelines
established by the Company.
5. Any modifications to the Plan or deviations from the Plan without prior approval of the Compliance Officer will result in a
failure to comply with the Policy. Any such modifications or deviations are subject to the approval of the Compliance Officer,
who may reject requests in accordance with the guidelines established in this Section G.
6. The Rule 10b5-1 Plan must provide for the suspension of all transactions under the Plan in the event that the Company,
in its sole discretion, deems such suspension necessary and advisable, including suspensions necessary to comply with
trading restrictions imposed in connection with any lock-up agreement required in connection with a securities issuance
transaction or other similar events.
7. The Rule 10b5-1 Plan will automatically terminate upon the death or termination of employment of the employee.
8. None of the Company, the Compliance Officer nor any of the Company’s directors, officers, employees or other
representatives shall be deemed, solely by their approval of the Plan, to have represented that any Plan complies with SEC
Rule 10b5-1 or to have assumed any liability or responsibility to the employee or any other party if such Plan fails to comply
with SEC Rule 10b5-1.
EXHIBIT 21
CHEMUNG FINANCIAL CORPORATION
Subsidiary List
Name
State of Incorporation
Chemung Canal Trust Company
New York
CFS Group, Inc.
New York
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement on Form S-8 (File No. 333-257227 and 333-201715), Form S-3 (File No. 333-272829
and 333-185400) of Chemung Financial Corporation of our report dated March 14, 2025, related to the consolidated financial statements and the effectiveness
of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Chemung Financial Corporation for the year ended December 31,
2024.
/s/ Crowe LLP
Livingston, New Jersey
March 14, 2025
EXHIBIT 31.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CHEMUNG FINANCIAL CORPORATION PURSUANT TO RULE
13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
I, Anders M. Tomson, certify that:
1. I have reviewed this report on Form 10-K of Chemung Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 14, 2025
By: /s/ Anders M. Tomson
Anders M. Tomson
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER AND TREASURER OF CHEMUNG FINANCIAL CORPORATION PURSUANT TO RULE
13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
I, Dale M. McKim, certify that:
1. I have reviewed this report on Form 10-K of Chemung Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 14, 2025
By: /s/ Dale M. McKim, III
Dale M. McKim, III
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF CHEMUNG FINANCIAL CORPORATION PURSUANT TO RULE 13a-14(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND 19 U.S.C. §1350.
The undersigned, the Chief Executive Officer of Chemung Financial Corporation (the "Corporation"), hereby certifies that, to his knowledge on the
date hereof:
a) the Annual Report on Form 10-K of the Corporation for the period ended December 31, 2024, filed on the date hereof with the Securities
and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Corporation.
/s/ Anders M. Tomson
Anders M. Tomson
President and Chief Executive Officer
March 14, 2025
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER AND TREASURER OF CHEMUNG FINANCIAL CORPORATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND 19 U.S.C. §1350.
The undersigned, the Chief Financial Officer and Treasurer of Chemung Financial Corporation (the "Corporation"), hereby certifies that, to his
knowledge on the date hereof:
a) the annual Report on Form 10-K of the Corporation for the period ended December 31, 2024, filed on the date hereof with the Securities
and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Corporation.
/s/ Dale M. McKim, III
Dale M. McKim, III
Chief Financial Officer and Treasurer
March 14, 2025