-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RluAPqwYvPH8oLgxfzsyRqp7DGgRDlF3LhmB18lPex6v84gEUcUUENguEzpm6XOD uAhvBAIoU+nX6Kz4mAFMdA== 0000763563-06-000038.txt : 20060123 0000763563-06-000038.hdr.sgml : 20060123 20060123121737 ACCESSION NUMBER: 0000763563-06-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051230 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMUNG FINANCIAL CORP CENTRAL INDEX KEY: 0000763563 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161237038 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13888 FILM NUMBER: 06542678 BUSINESS ADDRESS: STREET 1: ONE CHEMUNG CANAL PLZ STREET 2: P O BOX 1522 CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077373711 MAIL ADDRESS: STREET 1: ONE CHEMUNG CANAL PLZ STREET 2: P O BOX 1522 CITY: ELMIRA STATE: NY ZIP: 14902 8-K 1 sec8k012306.htm CHEMUNG FINANCIAL CORPORATION - 8K - JANUARY 23, 2006 SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

January 23, 2006

     

Commission file number:
0-13888

     

CHEMUNG FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)

     

New York
(State or other jurisdiction of

incorporation or organization)

 

16-123703-8
(I.R.S. Employer

Identification No.)

     

One Chemung Canal Plaza, Elmira, NY 14901
(Address of principal executive offices) (Zip Code)

(607) 737-3711
(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

o

Pre-commencement communications pursuant to Rule 14d-2(B) under the Exchange Act (17 CFR 240.14d-2(b))

     

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

 

 

 

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

   

On January 23, 2006, Chemung Financial Corporation issued a press release describing its results of operations for the fourth quarter of 2005. That press release is furnished as Exhibit 99.1 to this report.

The information in this Current Report, including the exhibit attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

   

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

   

(a)

Not Applicable

(b)

Not Applicable

(c)

Exhibits

   
 

Exhibit No.

 
 

99.1

Press Release dated January 23, 2006

   

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
 

CHEMUNG FINANCIAL CORPORATION

   
   

January 23, 2006

By: Jan P. Updegraff

   

 

/s/Jan P. Updegraff

 

President & Chief Executive Officer

   

EX-99 2 pressreleasejanuary06final.htm CHEMUNG FINANCIAL CORP.-PRESS RELEASE 2005 EARNINGS

PRESS RELEASE

January 23, 2006

(10:00 am for Immediate Release)

Chemung Financial Reports 2005 Earnings

Chemung Financial Corporation, the parent holding company of Elmira-based Chemung Canal Trust Company and CFS Group, Inc., has reported fourth quarter 2005 unaudited net income of $1.307 million vs. year-earlier results of $2.510 million, a decrease of 47.9%. Basic earnings per share for the fourth quarter of 2005 totaled $0.36 as compared with $0.67 for the same period a year ago, a decrease of 46.3% on approximately 72,000 fewer average shares outstanding.

Net income for the year totaled $6.590 million vs. $8.733 million for the previous year, a decrease of 24.5%. Basic earnings per share for 2005 decreased 22.8% from $2.32 to $1.79 per share on approximately 83,000 fewer average shares outstanding.

In a prepared statement released by the Corporation this morning, Jan P. Updegraff, President & Chief Executive Officer, stated:

"In analyzing the decline in net earnings for both the 2005 fourth quarter and year, we point to the prior year gain on the sale of our consumer credit card portfolio, and the prior year gains on the sale of securities. During the fourth quarter of 2004, our consumer credit card portfolio was sold to TCM Bank, N.A. (TCM). The net gain on the sale of this portfolio totaled $1.241 million, $948 thousand of which was recognized during the fourth quarter of 2004, with the remainder to be recognized over the remaining three-year term of our participation agreement with TCM. Accordingly, the fourth quarter 2005 gain related to this transaction was $922 thousand less than the amount recognized during the fourth quarter of last year. Additionally, during the fourth quarter of 2004, net gains on the sale of securities totaled $383 thousand, with no gains realized during the fourth quarter of this year.

Net interest income for the fourth quarter of 2005 was $108 thousand higher than the corresponding period of 2004, with our net interest margin increasing 16 basis points to 3.74%. We saw a $27.7 million increase in fourth quarter average loans compared to the fourth quarter 2004 average. The Corporation's average securities portfolio, however, has declined because of a very unattractive yield curve, with potential quality investments providing low interest rate spreads. The increase in average loans is reflective of the growth we have experienced throughout 2005 in all segments of our portfolio.

Excluding the impact of the above mentioned decreases in gains on the sale of the Corporation's consumer credit card portfolio and securities, all other fourth quarter 2005 non-interest income increased $272 thousand or 8.7% as compared to the corresponding period last year. This increase is primarily attributed to higher fee income generated through our Trust and Investment Center, due largely to the settlement of a large estate during the quarter, as well as increases in credit card merchant revenue and checkcard interchange income.

Fourth quarter 2005 operating expenses compared to the corresponding period in 2004 were up $1.011 million or 15.3%, due primarily to higher employee and director compensation, occupancy and data processing expenses. The operating expense increase was partially driven by the Corporation's expansion into Tompkins and Broome counties, with an office opened in each area and another expected to open during the Spring of 2006.

As noted above, the decrease in net income for the year 2005 was also impacted by the previous year's sale of the consumer credit card portfolio and a decrease in securities gains of $596 thousand. The net income decrease was also impacted by higher operating expenses, as well as lower net interest income, somewhat offset by a decrease in the provision for loan losses.

While our net interest margin for 2005 compared to last year increased 9 basis points to 3.74%, net interest income declined $520 thousand or 2.1%, principally due to a $30.6 million decrease in average earning assets. This decrease was primarily the result of a $40.8 million reduction in the Corporation's average securities portfolio, partially offset by a $15.1 million increase in average loans. The lower provision for loan losses, which declined from $1.5 million to $1.3 million, is reflective of management's review of the adequacy of our allowance for loan losses.

Excluding gains on the sale of the consumer credit card portfolio and securities, all other non-interest income for 2005 increased $186 thousand or 1.5% as compared to last year, with lower service charges on deposit accounts being offset primarily by higher Trust and Investment Center fee income, credit card merchant revenue and checkcard interchange income.

Operating expenses in 2005 compared to the previous year increased $1.834 million or 7.2%, largely the result of increases in employee and director compensation as well as higher occupancy expenses.

As our operations continue into the first quarter of 2006, we believe our expansion into new markets (Ithaca and the Greater Binghamton areas) provides great potential for the future growth of our company. We look forward to being an integral part of these communities."

The full text of this press release may be found at www.chemungcanal.com

This press release may include forward-looking statements with respect to revenue sources, growth, market risk, corporate objectives and possible losses due to asset quality. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Chemung Financial Corporation assumes no duty, and specifically disclaims any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, and cautions that these statements are subject to risks and uncertainties that could cause the Corporation's actual operating results to differ materially.

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