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CHEMUNG FINANCIAL CORP

For the period ended Mar 31, 2025. Filed May 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

CHMG$86.29+1.8%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X of the Exchange Act. These financial statements include the accounts of the Corporation and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures necessary for the fair presentation of the accompanying consolidated financial statements have been included. The unaudited consolidated financial statements should be read in conjunction with the Corporation's 2024 Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period.

Reclassifications

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

Accounting Standards Adopted in 2025

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 operating decision maker, and the metrics used by the chief operating decision maker in evaluating segment-level operating performance. The ASU was adopted for the annual period ended December 31, 2025. The ASU is effective for interim periods within fiscal years beginning after December 15, 2024. The Corporation adopted the standard for interim periods beginning with the interim period ended March 31, 2025. Disclosure information relating to ASU 2023-07 can primarily be found in Note 13 - Segment Reporting to this Form 10-Q.

Accounting Standards Pending Adoption

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements 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 in future Annual Report on Form 10-K filings.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which will require enhanced disaggregation of certain expense categories in the notes to the financial statements. The standard is effective for public business entities for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Corporation is evaluating the impact the standard will have on its disclosures and expects to provide additional disclosures upon adoption.

NOTE 2 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 stock awards, contain rights to non-forfeitable dividends and are considered participating securities for this calculation. Restricted stock awards are grants of participating securities and are considered outstanding at grant date. There were no dilutive securities issuable or outstanding for the three month periods ended March 31, 2025 and 2024, respectively.

The calculation of basic earnings per share for the three month periods ended March 31, 2025 and 2024 is shown below (in thousands, except share and per share data):

For the Three Months Ended
March 31, 2025March 31, 2024
Net income$6,023$7,050
(Less) allocation of earnings & dividends to participating securities(70)(92)
Net income available to common shareholders$5,953$6,958
Weighted average common shares outstanding4,790,8804,763,896
(Less) participating securities(55,787)(62,214)
Weighted average number of shares outstanding used in the calculation of basic earnings per shares4,735,0934,701,682
Basic earnings per common share$1.26$1.48

NOTE 3 SECURITIES

The following tables present amortized cost and estimated fair value of securities available for sale as of March 31, 2025 and December 31, 2024 (in thousands):

Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesEstimated Fair Value
U.S. Treasury notes and bonds$59,898$—$2,327$—$57,571
Mortgage-backed securities, residential432,2712565,925—366,371
Obligations of states and political subdivisions36,867—1,599—35,268
Corporate bonds and notes24,7501653,056—21,859
SBA loan pools49,340262,108—47,258
Total$603,126$216$75,015$—$528,327
Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesEstimated Fair Value
U.S. Treasury notes and bonds$59,880$—$2,974$—$56,906
Mortgage-backed securities, residential441,1911475,271—365,934
Obligations of states and political subdivisions37,059—1,554—35,505
Corporate bonds and notes25,750—3,734—22,016
SBA loan pools53,391352,345—51,081
Total$617,271$49$85,878$—$531,442

The following tables present amortized cost and estimated fair value of securities held to maturity as of March 31, 2025 and December 31, 2024 (in thousands):

Amortized CostUnrecognized GainsUnrecognized LossesEstimated Fair ValueAllowance for Credit Losses
Obligations of states and political subdivisions$808$—$—$808$—
Amortized CostUnrecognized GainsUnrecognized LossesEstimated Fair ValueAllowance for Credit Losses
Obligations of states and political subdivisions$808$—$—$808$—

The amortized cost and estimated fair value of debt securities are shown below by contractual maturity (in thousands). 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.

Available for SaleHeld to Maturity
AmortizedCostFairValueAmortizedCostFairValue
Within one year$2,541$2,533$200$200
After one, but within five years73,40570,2884848
After five, but within ten years44,58840,975560560
After ten years981902——
121,515114,698808808
Mortgage-backed securities, residential432,271366,371——
SBA loan pools49,34047,258——
Total$603,126$528,327$808$808

There wereno proceeds from sales and calls of securities resulting in gains or losses for the three month periods ended March 31, 2025 and 2024.

The following tables summarize the investment securities available for sale with unrealized losses as of March 31, 2025 and December 31, 2024 by aggregated major security type and length of time in a continuous unrealized loss position (in thousands):

Less than 12 months12 months or longerTotal
March 31, 2025Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. Treasury notes and bonds$—$—$57,571$2,327$57,571$2,327
Mortgage-backed securities, residential157—360,06765,925360,22465,925
Obligations of states and political subdivisions107235,1611,59735,2681,599
Corporate bonds and notes——16,6943,05616,6943,056
SBA loan pools480242,9232,10643,4032,108
Total$744$4$512,416$75,011$513,160$75,015
Less than 12 months12 months or longerTotal
December 31, 2024Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. Treasury notes and bonds$—$—$56,906$2,974$56,906$2,974
Mortgage-backed securities, residential5,006111359,72275,160364,72875,271
Obligations of states and political subdivisions107335,3981,55135,5051,554
Corporate bonds and notes1,9217920,0953,65522,0163,734
SBA loan pools564146,0182,34446,5822,345
Total$7,598$194$518,139$85,684$525,737$85,878

Assessment of Available for Sale Debt Securities for Credit Risk

Management assesses the decline in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility in earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether potential credit losses exist. The following is a discussion of the credit quality characteristics of portfolio segments carrying material unrealized losses as of March 31, 2025.

Oblig ations of U.S. Governmental agencies and sponsored enterprises:

As of March 31, 2025, 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 illiquidity, not credit quality. The Corporation does not have the intent, and it is not likely to be required to, sell these securities prior to anticipated recovery. Due to affiliations with U.S. governmental agencies and or enterprises, the Corporation considers these obligations to carry zero loss estimates, and has not recorded an allowance for credit losses as of March 31, 2025.

Corporate bonds and notes:

The Corporation's corporate bonds and notes portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of these investments on an individual basis. Management reviewed the collectability of these securities, taking into consideration such factors as the financial condition of issuers, reported regulatory capital ratios of 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 is attributable to changes in interest rates. Therefore, the Corporation considers the potential credit risk of these issuers to be immaterial, and has not recorded an allowance for credit losses as of March 31, 2025.

Equity 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 investments. As of March 31, 2025 and December 31, 2024, the fair value of investments held in relation to the deferred compensation plan was $2.7 million and $2.6 million, respectively. The Corporation also held $0.6 million of marketable securities as equity investments as of both March 31, 2025 and December 31, 2024.

NOTE 4 LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the loan portfolio, net of deferred origination fees and costs, is summarized as follows (in thousands):

March 31, 2025December 31, 2024
Commercial and industrial$295,732$299,521
Commercial mortgages:
Construction95,67194,943
Owner occupied commercial real estate155,027142,279
Non-owner occupied commercial real estate1,009,558979,782
Residential mortgages275,448274,979
Consumer loans:
Home equity lines and loans93,91493,220
Indirect consumer loans164,594178,118
Direct consumer loans7,6928,577
Total loans, net of deferred loan fees and costs2,097,6362,071,419
Allowance for credit losses(22,522)(21,388)
Loans, net$2,075,114$2,050,031

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 totaled $7.9 million as of March 31, 2025 and $8.0 million as of December 31, 2024. 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.

Owner occupied commercial real estate and non-owner occupied commercial real estate were previously presented as a combined loan category, commercial mortgages, other. Prior period information included in this Note has been disaggregated to reflect these standalone categories. The previously presented commercial mortgages, other loan category totaled $1.16 billion and $1.12 billion as of March 31, 2025 and December 31, 2024, respectively.

The following tables present the activity in the allowance for credit losses by portfolio segment for the three month periods ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31, 2025
Allowance for credit lossesCommercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotal
Beginning balance, January 1, 2025$4,520$11,214$2,259$3,395$21,388
Charge-offs(5)——(393)(398)
Recoveries415126136
Net recoveries (charge-offs)(1)15(267)(262)
Provision (1)634874209(321)1,396
Ending balance, March 31, 2025$5,153$12,089$2,473$2,807$22,522

(1)Additional provision related to off-balance sheet exposure was a credit of $304 thousand for the three months ended March 31, 2025.

Three Months Ended March 31, 2024
Allowance for credit lossesCommercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotal
Beginning balance, January 1, 2024$5,055$12,026$2,194$3,242$22,517
Charge-offs——(16)(351)(367)
Recoveries37122125185
Net recoveries (charge-offs)3716(226)(182)
Provision (1)(576)(1,660)(138)510(1,864)
Ending balance, March 31, 2024$4,516$10,367$2,062$3,526$20,471

(1)Additional provision related to off-balance sheet exposure was a credit of $176 thousand for the three months ended March 31, 2024.

The Corporation performs an annual update to the loss drivers used in modeling its estimate of the allowance for credit losses. Annual updates for the model were completed during the three month periods ended March 31, 2025 and 2024.

Unfunded Commitments

The allowance for credit losses on unfunded commitments is recognized as a liability, and included in the accrued interest payable and other liabilities line item on the Corporation's Consolidated Balance Sheets, with adjustments to the allowance recognized in the provision for credit losses 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 three month periods ended March 31, 2025 and 2024 (in thousands):

For the Three Months Ended
Allowance for credit losses on unfunded commitmentsMarch 31, 2025March 31, 2024
Beginning balance$842$919
Provision for credit losses on unfunded commitments(304)(176)
Ending balance$538$743

The following table presents the provision for credit losses on loans and unfunded commitments for the three month periods ended March 31, 2025 and 2024 (in thousands):

For the Three Months Ended
Provision for credit lossesMarch 31, 2025March 31, 2024
Provision for credit losses on loans$1,396$(1,864)
Provision for credit losses on unfunded commitments(304)(176)
Total provision for credit losses$1,092$(2,040)

The following tables present the balance in the allowance for credit losses by portfolio segment, as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025
Allowance for credit lossesCommercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotal
Ending allowance balance attributable to loans:
Individually analyzed$1,514$140$—$—$1,654
Collectively analyzed3,63911,9492,4732,80720,868
Total ending allowance balance$5,153$12,089$2,473$2,807$22,522
December 31, 2024
Allowance for credit lossesCommercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotals
Ending allowance balance attributable to loans:
Individually analyzed$1,446$106$—$—$1,552
Collectively analyzed3,07411,1082,2593,39519,836
Total ending allowance balance$4,520$11,214$2,259$3,395$21,388

The following tables present the amortized cost basis of loans by portfolio segment, as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025
Amortized cost basis of loans:Commercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotal
Individually analyzed$1,676$4,692$—$—$6,368
Collectively analyzed294,0561,255,564275,448266,2002,091,268
Total ending loans balance$295,732$1,260,256$275,448$266,200$2,097,636
December 31, 2024
Amortized cost basis of loans:Commercial and IndustrialCommercial MortgagesResidential MortgagesConsumer LoansTotal
Individually analyzed$1,512$4,959$—$—$6,471
Collectively analyzed298,0091,212,045274,979279,9152,064,948
Total ending loans balance$299,521$1,217,004$274,979$279,915$2,071,419

Modifications to Loans Made to Borrowers Experiencing Financial Difficulty

The Corporation may occasionally make modifications to loans where the borrower is considered to be experiencing financial difficulty, and which may require disclosure in accordance with Financial Instruments-Credit Losses (Topic 326)-Troubled Debt Restructurings and Vintage Disclosures. Types of modifications considered under ASU 2022-02 include principal reductions, interest rate reductions, term extensions, significant payment delays, or a combination thereof.

There were no loan modifications made to borrowers experiencing financial difficulty in the three month periods ended March 31, 2025 and 2024.

There wereno loans that experienced a payment default within twelve months of modification during the three month period ended March 31, 2025. During the three month period ended March 31, 2024, the Corporation had one loan, a commercial and industrial loan which was given a six month term extension during the three month period ended September 30, 2023, which experienced a payment default within twelve months of modification.

The Corporation monitors the performance of loans that have previously been modified under the guidance of ASU 2022-02 in order to gauge the effectiveness of 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 March 31, 2025 and March 31, 2024 (in thousands):

Twelve Months Ended March 31, 2025
Past Due Status of Modifications under ASU 2022-02:30-59 Days Past Due60-89 Days Past DueGreater Than 89 Days Past DueLoans Not Past DueTotal
Commercial and industrial$—$—$—$367$367
Commercial mortgages:
Owner occupied commercial real estate———374374
Residential mortgages———436436
Total$—$—$—$1,177$1,177
Twelve Months Ended March 31, 2024
Past Due Status of Modifications under ASU 2022-02:30-59 Days Past Due60-89 Days Past DueGreater Than 89 Days Past DueLoans Not Past DueTotal
Commercial and industrial$—$—$675$129$804
Consumer loans:
Home equity lines and loans———116116
Total$—$—$675$245$920

During the three months ended March 31, 2024, a non-owner occupied commercial mortgage that was granted a payment delay during the three months ended June 30, 2023 executed an early payoff. The amortized basis of the loan prior to the payoff was $1.9 million.

Collateral-Dependent Individually Analyzed Loans

As of March 31, 2025, the amortized cost basis of individually analyzed loans totaled $6.4 million, of which $5.0 million were considered collateral-dependent, and as of December 31, 2024, the amortized cost basis of individually analyzed loans totaled $6.5 million, of which $5.1 million were considered collateral-dependent. For collateral-dependent loans where the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the allowance for credit losses 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. The Corporation closely monitors trends in real estate values throughout its market area to determine whether collateral values, after appropriate discounting, are likely to be sufficient to extinguish existing borrower indebtedness.

The following table presents the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral-dependent as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025December 31, 2024
Amortized Cost BasisRelated AllowanceAmortized Cost BasisRelated Allowance
Commercial and industrial (3)$320$159$130$65
Commercial mortgages:
Owner occupied commercial real estate (1) (2)1,342121,37715
Non-owner occupied commercial real estate (1) (2)3,3501283,58291
Total$5,012$299$5,089$171

(1) Secured by commercial real estate

(2) Secured by residential real estate

(3) Secured by business assets

The following table presents the amortized cost basis of nonaccrual loans without an associated allocation in the allowance for credit losses, total nonaccrual loans, and loans past due greater than 90 days and still accruing, by class of loan as of March 31, 2025 and December 31, 2024 (in thousands):

Nonaccrual with No Allowance for Credit LossesNonaccrualLoans Past Due 90 Days or More and Still Accruing
March 31, 2025December 31, 2024March 31, 2025December 31, 2024March 31, 2025December 31, 2024
Commercial and industrial$74$76$1,697$1,534$24$23
Commercial mortgages:
Construction——————
Owner occupied commercial real estate1,3301,3621,3421,377——
Non-owner occupied commercial real estate1,1832,6193,3503,582——
Residential mortgages1,6971,3721,6971,372——
Consumer loans:
Home equity lines and loans1,0346131,034613——
Indirect consumer loans712474712474——
Direct consumer loans492492——
Total$6,079$6,518$9,881$8,954$24$23

There was an immaterial amount of interest income recognized on nonaccrual loans for the three month periods ended March 31, 2025 and 2024. Payments received on nonaccrual loans are generally applied to principal using the cost recovery method.

The following tables present the aging of the amortized cost basis of loans as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025
30 - 59 Days Past Due60 - 89 Days Past Due90 Days or More Past DueTotal Past DueLoans Not Past DueTotal
Commercial and industrial$854$38$914$1,806$293,926$295,732
Commercial mortgages:
Construction2,159——2,15993,51295,671
Owner occupied commercial real estate425—96521154,506155,027
Non-owner occupied commercial real estate——3,1813,1811,006,3771,009,558
Residential mortgages2,769—3373,106272,342275,448
Consumer loans:
Home equity lines and loans341—64098192,93393,914
Indirect consumer loans1,8192912812,391162,203164,594
Direct consumer loans8615297,6637,692
Total$8,375$335$5,464$14,174$2,083,462$2,097,636
December 31, 2024
30 - 59 Days Past Due60 - 89 Days Past Due90 Days or More Past DueTotal Past DueLoans Not Past DueTotal
Commercial and industrial$140$201$702$1,043$298,478$299,521
Commercial mortgages:
Construction————94,94394,943
Owner occupied commercial real estate82—96178142,101142,279
Non-owner occupied commercial real estate950—3,1624,112975,670979,782
Residential mortgages1,5296626962,887272,092274,979
Consumer loans:
Home equity lines and loans231—36459592,62593,220
Indirect consumer loans2,1017192353,055175,063178,118
Direct consumer loans1461218,5568,577
Total$5,047$1,588$5,256$11,891$2,059,528$2,071,419

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

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

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

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

Commercial loans not meeting the criteria above to be considered criticized or classified, are considered to be pass rated loans. Loans listed as not rated, are included in groups of homogeneous loans performing under terms of the loan notes.

Based on the analyses performed as of March 31, 2025, the amortized cost basis of loans by class, risk category, and vintage, as well as gross charge-offs by class and vintage for the three month period ended March 31, 2025, were as follows (in thousands):

Term Loans Amortized Cost by Origination Year · Revolving Loans Amortized Cost · Revolving Loans Converted to Term · Total
2025 · 2024 · 2023 · 2022 · 2021 · Prior
Commercial & industrial
Pass$13,238$39,353$30,511$33,249$15,512$29,362$106,238$2,427$269,890
Special mention—6644294,1124507,8017,1242,65023,230
Substandard—367—4730—5203091,930
Doubtful—21———661——682
Total13,23840,40530,94037,36516,69237,824113,8825,386295,732
Gross charge-offs——————5—5
Construction
Pass5,03321,40139,86818,4068,9961,484483—95,671
Special mention—————————
Substandard—————————
Doubtful—————————
Total5,03321,40139,86818,4068,9961,484483—95,671
Gross charge-offs—————————
Owner occupied commercial real estate
Pass13,84823,87220,29424,36920,10138,79489651142,225
Special mention——2,8022,2206922,7712,000—10,485
Substandard——968413171,051——2,305
Doubtful—————12——12
Total13,84823,87223,19227,43021,11042,6282,89651155,027
Gross charge-offs—————————
Non-owner occupied commercial real estate
Pass33,419101,231111,244263,465140,798321,0717,366764979,358
Special mention——3,5867,2257,6907,734——26,235
Substandard——2,167142—1,656——3,965
Doubtful—————————
Total33,419101,231116,997270,832148,488330,4617,3667641,009,558
Gross charge-offs—————————
Residential mortgages
Not rated5,20523,36420,23254,17354,150116,497——273,621
Substandard———856251,117——1,827
Total5,20523,36420,23254,25854,775117,614——275,448
Gross charge-offs—————————
Home equity lines and loans
Not rated3,09913,44510,07412,9384,66812,10935,3031,13092,766
Special mention———114————114
Substandard——23176—190965491,034
Total3,09913,44510,09713,2284,66812,29935,3991,67993,914
Gross charge-offs—————————
Indirect consumer
Not rated4,91835,19947,21559,98411,2995,243——163,858
Substandard—1022922325852——736
Total4,91835,30147,50760,21611,3575,295——164,594
Gross charge-offs—57178823428——379
Direct consumer
Not rated4942,0641,3461,1811922262,15777,667
Substandard——7———10825
Total4942,0641,3531,1811922262,167157,692
Gross charge-offs——8—312—14
Total loans$79,254$261,083$290,186$482,916$266,278$547,831$162,193$7,895$2,097,636
Total gross charge-offs$—$57$186$82$37$29$7$—$398

Based on the analyses performed as of December 31, 2024, the amortized cost basis of loans by class, risk category, and vintage, as well as gross charge-offs by class and vintage for the year ended December 31, 2024, were 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 mention8102623,933—4,3903,67310,2036223,333
Substandard99—873330—3793181,567
Doubtful21————687——708
Total45,06032,41938,80317,52012,74631,812119,4011,760299,521
Gross charge-offs—842006——12—302
Construction
Pass19,34446,95417,5689,058—1,536483—94,943
Special mention—————————
Substandard—————————
Doubtful—————————
Total19,34446,95417,5689,058—1,536483—94,943
Gross charge-offs—————————
Owner occupied commercial real estate
Pass23,19623,18526,94520,9799,51331,2229755135,192
Special mention—370—109—2,2062,000—4,685
Substandard—96863321—1,107——2,387
Doubtful—————15——15
Total23,19623,65127,80821,4099,51334,5502,09755142,279
Gross charge-offs—————————
Non-owner occupied commercial real estate
Pass97,155109,354267,280141,86497,828233,0846,696777954,038
Special mention——5,9357,793—7,833——21,561
Substandard—2,148146—1,014875——4,183
Doubtful—————————
Total97,155111,502273,361149,65798,842241,7926,696777979,782
Gross charge-offs—————————
Residential mortgages
Not rated21,57420,25755,32155,15264,47156,708——273,483
Substandard——85771220420——1,496
Total21,57420,25755,40655,92364,69157,128——274,979
Gross charge-offs—————21——21
Home equity lines and loans
Not rated13,83310,65714,0944,8792,50310,25935,0151,25292,492
Special mention——115—————115
Substandard—2463——195116215613
Total13,83310,68114,2724,8792,50310,45435,1311,46793,220
Gross charge-offs——1——111—13
Indirect consumer
Not rated37,74652,48067,23713,2664,1942,726——177,649
Substandard75157107791140——469
Total37,82152,63767,34413,3454,2052,766——178,118
Gross charge-offs4751752516199116——1,465
Direct consumer
Not rated2,4201,6811,454275412252,455148,565
Substandard——————10212
Total2,4201,6811,454275412252,465168,577
Gross charge-offs5212014—48—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

NOTE 5 FAIR VALUE

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 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).

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).

Collateral-Dependent Loans: Individually analyzed loans which receive a specific allocation as part of the allowance for credit losses or have been partially charged-off and are considered collateral-dependent are carried at fair value. 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.

Other Real Estate Owned (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.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurement as of March 31, 2025 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets(Level 1)Significant Other Observable Inputs(Level 2)Significant Unobservable Inputs(Level 3)
U.S. Treasury notes and bonds$57,571$57,571$—$—
Mortgage-backed securities, residential366,371—366,371—
Obligations of states and political subdivisions35,268—35,268—
Corporate bonds and notes21,859——21,859
SBA loan pools47,258—47,258—
Total available for sale securities$528,327$57,571$448,897$21,859
Equity investments, at fair value$2,772$2,772$—$—
Derivative assets$20,511$—$20,511$—
Financial Liabilities:
Derivative liabilities$20,594$—$20,594$—
Fair Value Measurement as of December 31, 2024 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets(Level 1)Significant Other Observable Inputs(Level 2)Significant Unobservable Inputs(Level 3)
U.S. Treasury notes and bonds$56,906$56,906$—$—
Mortgage-backed securities, residential365,934—365,934—
Obligations of states and political subdivisions35,505—35,505—
Corporate bonds and notes22,016—9,88412,132
SBA loan pools51,081—51,081—
Total available for sale securities$531,442$56,906$462,404$12,132
Equity investments, at fair value$2,759$2,759$—$—
Derivative assets$23,829$—$23,829$—
Financial Liabilities:
Derivative liabilities$23,851$—$23,851$—

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 during the three month periods ended March 31, 2025 and 2024.

The Corporation transferred its investment inseven corporate subordinated debt issuances from Level 2 into Level 3 during the three month period ended March 31, 2025, due to the lack of available observable market data for the issuances or issuances of similar size and structure. There wasone corporate subordinated debt issuance previously classified using Level 3 inputs which was redeemed by the issuer prior to its initial call date due to merger-related regulatory requirements during the three month period ended March 31, 2025, totaling $1.0 million. There were no transfers between Level 2 and Level 3 during the three month period ended March 31, 2024.

The following tables present a reconciliation of assets measured at fair value on a recurring basis using unobservable inputs (Level 3) for the three month periods ended March 31, 2025 and 2024, and qualitative information regarding Level 3 significant unobservable inputs as of March 31, 2025 and December 31, 2024 (in thousands):

For the Three Months Ended
Level 3 Financial Assets - Corporate bonds and notesMarch 31, 2025March 31, 2024
Balance of recurring Level 3 assets as of January 1,$12,132$7,530
Total gains or losses for the period:
Included in other comprehensive income843191
Repayments, calls, and maturities(1,000)—
Transfers into Level 39,884—
Transfers out of Level 3——
Balance of recurring Level 3 assets as of March 31,$21,859$7,721
March 31, 2025Fair ValueValuation TechniqueUnobservable InputRange [Weighted Average] as of March 31, 2025
Corporate bonds and notes$21,859Discounted cash flowMarket discount rate6.25% -12.00% [9.20%]
December 31, 2024Fair ValueValuation TechniqueUnobservable InputRange [Weighted Average] as of December 31, 2024
Corporate bonds and notes$12,132Discounted cash flowMarket discount rate7.25% - 12.00%[10.82%]

Assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2025 and December 31, 2024 are summarized below (in thousands):

Fair Value Measurement as of March 31, 2025 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Collateral-dependent loans:
Commercial and industrial$104$—$—$104
Commercial mortgages:
Non-owner occupied commercial real estate2,042——2,042
Total individually analyzed loans$2,146$—$—$2,146
Other real estate owned:
Residential mortgages$100$—$—$100
Consumer loans:
Home equity lines and loans142——142
Total other real estate owned, net$242$—$—$242

The fair value of other real estate owned is presented net of a $32 thousand valuation allowance as of March 31, 2025.

Fair Value Measurement as of December 31, 2024 Using
Financial Assets:Fair ValueQuoted Prices in Active Markets for Identical Assets(Level 1)Significant Other Observable Inputs(Level 2)Significant Unobservable Inputs(Level 3)
Collateral-dependent loans:
Commercial and industrial$11$—$—$11
Commercial mortgages:
Non-owner occupied commercial real estate873——873
Total individually analyzed loans$884$—$—$884
Other real estate owned:
Residential mortgages$126$—$—$126
Consumer loans:
Home equity lines and loans285——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.

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 March 31, 2025 and December 31, 2024 (in thousands):

DescriptionFair Value as of March 31, 2025Valuation TechniqueUnobservable InputsRange [Weighted Average] as of March 31, 2025
Collateral-dependent loans:
Commercial and industrial$104Net present valueDiscount rate50.00% - 50.00%[50.00%]
Commercial mortgages:
Non-owner occupied commercial real estate2,042Income approachAdjustment to appraised value16.46% - 19.26% [17.75%]
Total individually analyzed loans$2,146
Other real estate owned:
Residential mortgages$100Sales comparisonAdjustment to appraised value20.80% - 20.80%[20.80%]
Consumer loans:
Home equity lines and loans142Sales comparisonAdjustment to appraised value20.80% - 20.80% [20.80%]
Total other real estate owned, net$242
Description · Fair Value as of December 31, 2024 · Valuation Technique · Unobservable Inputs · Range [Weighted Average] as of December 31, 2024
Collateral-dependent loans:
Commercial and industrial$11Net present valueDiscount rate41.29% - 41.29%[41.29%]
Commercial mortgages:
Non-owner occupied commercial real estate873Income approachAdjustment to appraised value16.86% - 16.86%[16.86%]
Total individually analyzed loans$884
Other real estate owned:
Residential mortgages$126Sales comparisonAdjustment to appraised value20.80% - 20.80%[20.80%]
Consumer loans:
Home equity lines and loans285Sales comparisonAdjustment to appraised value20.80% - 20.80%[20.80%]
Total other real estate owned, net$411

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of financial instruments, as of March 31, 2025 and December 31, 2024, are as follows (in thousands):

March 31, 2025
Financial assets:Carrying AmountQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs(Level 3)Estimated Fair Value (1)
Cash and due from financial institutions$32,087$32,087$—$—$32,087
Interest-earning deposits in other financial institutions21,34821,348——21,348
Equity investments3,2493,249——3,249
Securities available for sale528,32757,571448,89721,859528,327
Securities held to maturity808——808808
FHLBNY and FRBNY stock8,040———N/A
Loans, net and loans held for sale2,097,920——2,007,9722,007,972
Derivative assets20,511—20,511—20,511
Financial liabilities:
Deposits:
Demand, savings, and insured money market deposits$1,834,481$1,834,481$—$—$1,834,481
Time deposits598,915—595,537—595,537
FHLBNY advances85,000—85,003—85,003
Derivative liabilities20,594—20,594—20,594

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

December 31, 2024
Financial assets:Carrying AmountQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs(Level 3)Estimated Fair Value (1)
Cash and due from financial institutions$26,224$26,224$—$—$26,224
Interest-earning deposits in other financial institutions20,81120,811——20,811
Equity investments3,2353,235——3,235
Securities available for sale531,44256,906462,40412,132531,442
Securities held to maturity808——808808
FHLBNY and FRBNY stock9,117———N/A
Loans, net and loans held for sale2,071,419——1,981,8511,981,851
Derivative assets23,829—23,829—23,829
Financial liabilities:
Deposits:
Demand, savings, and insured money market deposits$1,772,971$1,772,971$—$—$1,772,971
Time deposits623,912—622,920—622,920
FHLBNY advances109,110—109,083—109,083
Derivative liabilities23,851—23,851—23,851

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

NOTE 6 LEASES

Operating Leases

The Corporation leases certain branch properties under long-term, operating lease agreements. The leases expire at various dates through 2033 and generally include renewal options. As of March 31, 2025, the weighted average remaining lease term was 6.62 years with a weighted average discount rate of 3.53%. Rent expense was $0.2 million for the three months ended March 31, 2025. Certain leases provide for increases in future minimum annual rent payments as defined in the lease agreements. The Corporation’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Corporation’s lease agreements do not contain any residual value guarantees.

Leased branch properties as of March 31, 2025 and December 31, 2024 classified as operating leases consist of the following (in thousands):

March 31, 2025December 31, 2024
Operating lease right-of-use assets$5,446$5,648
Less: accumulated amortization(194)(772)
Less: lease termination——
Add: lease modifications80570
Operating lease right-of-use-assets, net$5,332$5,446

The following is a schedule by year of the undiscounted cash flows of the operating lease liabilities, excluding CAM charges, as of March 31, 2025 (in thousands):

YearAmount
2025$720
2026965
2027977
2028845
2029827
2030 and thereafter1,862
Total minimum lease payments6,196
Less: amount representing interest(680)
Present value of net minimum lease payments$5,516

As of March 31, 2025, the Corporation hadno operating leases that were signed but had not yet commenced.

Finance Leases

The Corporation leases certain buildings under finance leases. The lease arrangements require monthly payments through 2044. As of March 31, 2025, the weighted average remaining lease term of finance leases was 11.20 years with a weighted average discount rate of 4.02%. The Corporation has included these leases inpremises and equipment as of March 31, 2025 and December 31, 2024 as follows (in thousands):

March 31, 2025December 31, 2024
Buildings$6,507$6,507
Less: accumulated depreciation(3,331)(3,236)
Net book value$3,176$3,271

The following is a schedule by year of future minimum lease payments under finance leases, together with the present value of net minimum lease payments as of March 31, 2025 (in thousands):

YearAmount
2025$369
2026502
2027505
2028505
2029511
2030 and thereafter2,436
Total minimum lease payments4,828
Less: amount representing interest(1,127)
Present value of net minimum lease payments$3,701

As of March 31, 2025, the Corporation hadno finance leases that were signed, but had not yet commenced.

Related Party Transactions

The Bank leases its branch located at 2 Rush Street, Schenectady, New York, under a lease agreement through February, 2033 from a member of the Corporation's Board of Directors with monthly rent and CAM related expenses totaling$9 thousand per month. Rent and CAM related expenses paid to this Board member totaled $28 thousand and $27 thousand for the three month periods ended March 31, 2025 and 2024, respectively.

NOTE 7 GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill included in the core banking segment during the three month periods ended March 31, 2025 and 2024 were as follows (in thousands):

20252024
Beginning of year$21,824$21,824
Acquired goodwill——
Ending balance March 31,$21,824$21,824

The Corporation hadno aggregate amortization expense for the three month periods ended March 31, 2025 and 2024.

The amount of goodwill reflected in the Corporation's Unaudited Consolidated Financial Statements is required to be tested by management for impairment on at least an annual basis. Goodwill impairment testing is performed annually as of December 31 andno impairment charges were incurred as of the last test on December 31, 2024.

NOTE 8 COMMITMENTS AND CONTINGENCIES

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

The following table presents the contractual amounts of financial instruments with off-balance sheet risk as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025December 31, 2024
Fixed RateVariable RateFixed RateVariable Rate
Commitments to make loans$16,913$62,272$12,025$67,501
Unused lines of credit$3,530$372,288$4,484$355,872
Standby letters of credit$—$19,062$—$19,180

Commitments to make real estate and home equity loans are generally made for periods ofsixty days or less. As of March 31, 2025, the fixed rate real estate and home equity commitments to make loans have interest rates ranging from 5.63% to 7.38% and maturities ranging from four years tothirty years. Commitments to fund commercial draw notes are generally made for periods ofthree months totwenty-four months. As of March 31, 2025, 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. 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.

The Corporation maintains an allowance for credit losses on unfunded commitments in accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326). The allowance represents expected future credit losses on financial instruments with off-balance sheet credit risk which are not unconditionally cancellable by the Corporation. As of March 31, 2025 and December 31, 2024, the allowance for credit losses on unfunded commitments was $0.5 million and $0.8 million, respectively.

In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. At March 31, 2025, 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.

NOTE 9 BORROWED FUNDS

The following tables summarize the Corporation's borrowed funds outstanding as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025
BalanceMaturityRate
FHLBNY term advances:
Fixed rate advance$55,000May 12, 20254.49%
Fixed rate advance30,000June 3, 20254.48%
Total borrowed funds$85,000
December 31, 2024
BalanceMaturityRate
FHLBNY overnight advances$109,110January 2, 20254.69%

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The weighted average interest rate of fixed rate advances as of March 31, 2025 was 4.49%. The advances were collateralized by $246.6 million and $221.1 million of residential mortgage loans and home equity loans under a blanket lien arrangement as of March 31, 2025 and December 31, 2024, respectively. Based on this available collateral and securities also held as collateral, the Corporation was eligible to borrow up to a total of $222.3 million as of March 31, 2025 at the FHLBNY.

NOTE 10 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following is a summary of the changes in accumulated other comprehensive income (loss) by component, net of tax, for the periods indicated (in thousands):

Unrealized Gains and Losses on Securities Available for SaleDefined Benefit and Other Benefit PlansTotal
Balance at January 1, 2025$(63,339)$(1,726)$(65,065)
Other comprehensive income before reclassification8,140—8,140
Amounts reclassified from accumulated other comprehensive income—66
Net current period other comprehensive income8,14068,146
Balance at March 31, 2025$(55,199)$(1,720)$(56,919)
Unrealized Gains and Losses on Securities Available for SaleDefined Benefit and Other Benefit PlansTotal
Balance at January 1, 2024$(62,800)$(3,213)$(66,013)
Other comprehensive income before reclassification(4,070)—(4,070)
Amounts reclassified from accumulated other comprehensive income—55
Net current period other comprehensive income (loss)(4,070)5(4,065)
Balance at March 31, 2024$(66,870)$(3,208)$(70,078)

The following is the reclassification out of accumulated other comprehensive income for the periods indicated (in thousands):

Details about Accumulated Other Comprehensive Income (Loss) Components · Three Months Ended March 31, · Affected Line Itemin the Statement WhereNet Income is Presented
2025 · 2024
Amortization of defined pension plan and other benefit plan items:
Prior service costs (a)$—$—Other components of net periodic pension and postretirement benefits
Actuarial losses (a)87Other components of net periodic pension and postretirement benefits
Tax effect(2)(2)Income tax expense
Net of tax65
Total reclassification for the period, net of tax$6$5

(a) These accumulated other comprehensive income components are included in the computation of net periodic pension and other benefit plan costs (see Note 12 for additional information).

NOTE 11 REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. The following tables present the Corporation's non-interest income by revenue stream and reportable segment for the three month periods ended March 31, 2025 and 2024 (in thousands). Items outside the scope of ASC 606 are noted as such.

Revenue by Operating Segment: Non-interest incomeCore Banking (b)WMGHolding Company and CFSTotal
Service charges on deposit accounts
Overdraft fees$731$—$—$731
Other389——389
Interchange revenue from debit card transactions1,037——1,037
WMG fee income—2,867—2,867
CFS fee and commission income——223223
Net gains (losses) on sales of OREO(11)——(11)
Net gains on sales of loans(a)40——40
Loan servicing fees(a)36——36
Changes in fair value of equity investments(a)(33)—(14)(47)
Income from bank-owned life insurance(a)8——8
Other(a)616——616
Total non-interest income (loss)$2,813$2,867$209$5,889

(a) Not within scope of ASC 606.

(b) The Core Banking column above includes amounts to eliminate transactions between segments.

Revenue by Operating Segment: Non-interest incomeCore Banking (b)WMGHolding Company and CFSTotal
Service charges on deposit accounts
Overdraft fees$710$—$—$710
Other239——239
Interchange revenue from debit card transactions1,063——1,063
WMG fee income—2,703—2,703
CFS fee and commission income——228228
Net gains on sales of loans(a)32——32
Loan servicing fees(a)36——36
Changes in fair value of equity investments(a)117—(16)101
Income from bank-owned life insurance(a)9——9
Other(a)536——536
Total non-interest income$2,742$2,703$212$5,657

(a) Not within scope of ASC 606.

(b) The Core Banking column above includes amounts to eliminate transactions between segments.

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

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

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

NOTE 12 COMPONENTS OF QUARTERLY AND YEAR TO DATE NET PERIODIC BENEFIT COSTS

The components of net periodic expense for the Corporation’s pension and other benefit plans for the periods indicated are as follows (in thousands):

Three Months Ended March 31,
20252024
Qualified Pension Plan
Service cost, benefits earned during the period$—$—
Interest cost on projected benefit obligation391378
Expected return on plan assets(524)(629)
Amortization of unrecognized transition obligation——
Amortization of unrecognized prior service cost——
Amortization of unrecognized net loss——
Net periodic pension benefit$(133)$(251)
Supplemental Pension Plan
Service cost, benefits earned during the period$—$—
Interest cost on projected benefit obligation1111
Expected return on plan assets——
Amortization of unrecognized prior service cost——
Amortization of unrecognized net loss33
Net periodic supplemental pension cost$14$14
Postretirement Plan, Medical and Life
Service cost, benefits earned during the period$—$—
Interest cost on projected benefit obligation11
Expected return on plan assets——
Amortization of unrecognized prior service cost——
Amortization of unrecognized net loss54
Net periodic postretirement, medical and life cost$6$5

NOTE 13 SEGMENT REPORTING

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

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 of the Corporation’s 2024 Annual Report on Form 10-K, which was filed with the SEC on March 14, 2025. 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 and CFS columns below includes income and expenses related to insurance products, mutual funds, and brokerage services (in thousands).

Core BankingWMGHolding Company and CFSInter-Segment EliminationsConsolidated Totals
Interest and dividend income$31,698$—$1$(1)$31,698
Interest expense11,882——(1)11,881
Net interest income19,816—1—19,817
Provision for credit losses1,092———1,092
Net interest income after provision for credit losses18,724—1—18,725
Non-interest income2,8162,867209(3)5,889
Non-interest expenses:
Legal settlements—————
Compensation expense7,3491,413256—9,018
Net occupancy expense1,470633(3)1,533
Furniture and equipment expense351193—373
Data processing & software expense2,21031311—2,534
Other non-interest expenses3,27410689—3,469
Total non-interest expense14,6541,914362(3)16,927
Income before income tax expense (benefit)6,886953(152)—7,687
Income tax expense (benefit)1,505208(49)—1,664
Segment net income$5,381$745$(103)$—$6,023
Supplemental Information:
Total assets as of March 31, 2025$2,766,339$3,005$228,017$(200,636)$2,796,725
Capital expenditures$328$—$—$—$328
Depreciation expense1$452$15$—$—$467

1 Included in net occupancy and furniture and equipment expense in the table above.

Core BankingWMGHolding Company, and CFSInter-Segment EliminationsConsolidated Totals
Interest and dividend income$31,211$—$10$(2)$31,219
Interest expense13,132——(2)13,130
Net interest income18,079—10—18,089
Provision for credit losses(2,040)———(2,040)
Net interest income after provision for credit losses20,119—10—20,129
Non-interest income2,7442,703212(2)5,657
Non-interest expenses:
Legal settlements—————
Compensation expense7,2561,437173—8,866
Net occupancy expense1,430632(2)1,493
Furniture and equipment expense376193—398
Data processing & software expense2,2922756—2,573
Other non-interest expenses3,18510182—3,368
Total non-interest expense14,5391,895266(2)16,698
Income before income tax expense (benefit)8,324808(44)—9,088
Income tax expense (benefit)1,871182(15)—2,038
Segment net income$6,453$626$(29)$—$7,050
Supplemental Information:
Total assets as of March 31, 2024$2,773,541$3,152$198,427$(190,230)$2,784,890
Capital expenditures$81$—$—$—$81
Depreciation expense1$451$14$—$—$465

1 Included in net occupancy and furniture and equipment expense in the table above.

NOTE 14 STOCK COMPENSATION

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

During the three months ended March 31, 2025 and 2024,33,872 and 12,088 shares, respectively, were re-issued from treasury to fund stock compensation. Effective for the 2024 fiscal year and thereafter, annual stock compensation is awarded the second month after the close of the fiscal year for the Corporation's employees and Chief Executive Officer. The expense related to these grants is recognized over aone year or afive year vesting period. Total expense related to the 2021 Plan of $0.3 million was recognized during each of the three month periods ended March 31, 2025 and 2024, respectively.

A summary of restricted stock activity for the three months ended March 31, 2025 is presented below:

SharesWeighted–Average Grant Date Fair Value
Nonvested at January 1, 202549,703$46.67
Granted33,872$50.59
Vested(12,139)$48.07
Forfeited or cancelled—
Nonvested at March 31, 202571,436$48.29

As of March 31, 2025, there was $3.1 million of total unrecognized compensation cost related to nonvested shares granted under the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 3.86 years. The total fair value of shares vested was $0.6 million for each of the three month periods ended March 31, 2025 and 2024, respectively. Due to the adoption of the 2021 Plan, certain grants were transitioned to aone-year vesting period.

NOTE 15 SUBSEQUENT EVENTS

On April 30, 2025, the Corporation completed the sale of its former Ithaca "Station" branch property located at 806 West Buffalo Street, Ithaca, New York to a third party. As of March 31, 2025, the property was measured at its carrying value of $0.7 million and is included in premises and equipment, net, on the Corporation's Consolidated Balance Sheet. Upon the sale, the Corporation recognized a gain of $0.6 million.

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