Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2006

Commission File Number 0-26481

		FINANCIAL INSTITUTIONS, INC.

(Exact Name of Registrant as specified in its charter)

NEW YORK				16-0816610
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)
220 Liberty Street Warsaw, NY				14569
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number Including Area Code:

(585) 786-1100

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 twelve months (or for such shorter period that the Registrant was required to file reports) and (2) has been subject to such requirements for at least the past 90 days.

           YES þ            NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated filer o     Accelerated filer þ     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).

           YES o            NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS		OUTSTANDING AT AUGUST 1, 2006
Common Stock, $0.01 par value		11,325,693 shares

 

 

FINANCIAL INSTITUTIONS, INC.

FORM 10-Q

INDEX

PART I — FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)
		Consolidated Statements of Financial Condition as of June 30, 2006 and December 31, 2005			3
		Consolidated Statements of Income for the three and six months ended June 30, 2006 and 2005			4
		Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income for the six months ended June 30, 2006			5
		Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005			6
		Notes to Unaudited Consolidated Financial Statements			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			31
Item 4.		Controls and Procedures			31
PART II — OTHER INFORMATION
Item 1.		Legal Proceedings			32
Item 1A.		Risk Factors			32
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 4.		Submission of Matters to a Vote of Security Holders			33
Item 6.		Exhibits			34
SIGNATURES
EXHIBITS

Item 1. Financial Statements (Unaudited)

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

		June 30,				December 31,
(Dollars in thousands, except per share amounts)		2006				2005
Assets
Cash, due from banks and interest-bearing deposits		$	50,735			$	47,258
Federal funds sold			25,938				44,682
Commercial paper due in less than 90 days			9,987				—
Securities available for sale, at fair value			740,349				790,855
Securities held to maturity (fair value of $42,307 and $42,898 at June 30, 2006 and December 31, 2005, respectively)			42,426				42,593
Loans held for sale			523				1,253
Loans, net			934,899				972,090
Premises and equipment, net			35,058				36,471
Goodwill			37,369				37,369
Other assets			46,535				49,821
Total assets		$	1,923,819			$	2,022,392
Liabilities And Shareholders’ Equity
Liabilities:
Deposits:
Demand		$	257,224			$	284,958
Savings, money market and interest-bearing checking			698,631				755,229
Certificates of deposit			661,202				677,074
Total deposits			1,617,057				1,717,261
Short-term borrowings			36,828				35,106
Long-term borrowings			62,359				63,391
Junior subordinated debentures issued to unconsolidated subsidiary trust (“Junior subordinated debentures”)			16,702				16,702
Accrued expenses and other liabilities			18,197				18,175
Total liabilities			1,751,143				1,850,635
Shareholders’ equity:
3% cumulative preferred stock, $100 par value, authorized 10,000 shares, issued and outstanding — 1,586 shares at June 30, 2006 and December 31, 2005			159				159
8.48% cumulative preferred stock, $100 par value, authorized 200,000 shares, issued and outstanding — 174,639 shares at June 30, 2006 and 174,747 shares at December 31, 2005			17,464				17,475
Common stock, $0.01 par value, authorized 50,000,000 shares, issued 11,334,874 shares at June 30, 2006 and December 31, 2005			113				113
Additional paid-in capital			23,748				23,278
Retained earnings			143,482				136,925
Accumulated other comprehensive loss			(12,154	)			(6,178	)
Treasury stock, at cost — 9,181 shares at June 30, 2006 and 1,000 shares at December 31, 2005			(136	)			(15	)
Total shareholders’ equity			172,676				171,757
Total liabilities and shareholders’ equity		$	1,923,819			$	2,022,392

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Dollars in thousands, except per share amounts)		2006				2005				2006				2005
Interest and dividend income:
Loans		$	17,021			$	18,130			$	33,653			$	37,208
Securities			8,244				7,384				16,596				14,621
Other			485				304				776				409
Total interest and dividend income			25,750				25,818				51,025				52,238
Interest expense:
Deposits			9,121				7,420				17,342				13,979
Short-term borrowings			254				158				489				291
Long-term borrowings			931				950				1,839				1,877
Junior subordinated debentures issued to unconsolidated subsidiary trust			432				432				864				864
Total interest expense			10,738				8,960				20,534				17,011
Net interest income			15,012				16,858				30,491				35,227
(Credit) provision for loan losses			(1,601	)			21,889				(1,351	)			25,581
Net interest income (loss) after provision for loan losses			16,613				(5,031	)			31,842				9,646
Noninterest income:
Service charges on deposits			2,833				2,934				5,505				5,529
ATM and debit card income			553				419				1,087				807
Financial services group fees and commissions			443				642				1,068				1,381
Mortgage banking revenues			306				387				614				864
Income from corporate owned life insurance			432				20				452				37
Net gain on sale of securities			—				14				—				14
Net gain on sale of student loans held for sale			30				47				177				47
Net gain on sale of commercial-related loans held for sale			—				—				82				—
Net gain (loss) on sale of premises and equipment			3				(83	)			14				(97	)
Net gain (loss) on sale of other real estate and repossessed assets			20				(34	)			107				(5	)
Other			561				445				1,031				1,121
Total noninterest income			5,181				4,791				10,137				9,698
Noninterest expense:
Salaries and employee benefits			8,064				9,278				16,784				18,073
Occupancy and equipment			2,428				2,290				4,790				4,502
Supplies and postage			451				576				1,010				1,133
Amortization of intangible assets			107				107				215				215
Computer and data processing expense			438				513				843				947
Professional fees			807				1,180				1,430				2,190
Other			2,286				2,648				4,784				5,950
Total noninterest expense			14,581				16,592				29,856				33,010
Income (loss) from continuing operations before income taxes			7,213				(16,832	)			12,123				(13,666	)
Income tax provision (benefit) from continuing operations			1,839				(7,264	)			3,010				(6,483	)
Income (loss) from continuing operations			5,374				(9,568	)			9,113				(7,183	)
Discontinued operation (note 7):
Loss from operation of discontinued subsidiary			—				(124	)			—				(256	)
Provision for loss on sale of discontinued subsidiary			—				(1,200	)			—				(1,200	)
Income tax expense			—				1,073				—				1,037
Loss on discontinued operation			—				(2,397	)			—				(2,493	)
Net income (loss)		$	5,374			$	(11,965	)		$	9,113			$	(9,676	)
Earnings (loss) per common share (note 3):
Basic:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	0.74			$	(0.70	)
Net income (loss)		$	0.44			$	(1.09	)		$	0.74			$	(0.92	)
Diluted:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	0.74			$	(0.70	)
Net income (loss)		$	0.44			$	(1.09	)		$	0.74			$	(0.92	)

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(Unaudited)

																						Accumulated
		3%				8.48%								Additional								Other								Total
(Dollars in thousands,		Preferred				Preferred				Common				Paid-in				Retained				Comprehensive				Treasury				Shareholders’
except per share amounts)		Stock				Stock				Stock				Capital				Earnings				Loss				Stock				Equity
Balance — December 31, 2005		$	159			$	17,475			$	113			$	23,278			$	136,925			$	(6,178	)		$	(15	)		$	171,757
Purchase 108 shares of preferred stock			—				(11	)			—				—				—				—				—				(11	)
Purchase 14,000 shares of common stock - director repurchase agreements			—				—				—				—				—				—				(207	)			(207	)
Issue 5,693 shares of common stock - director retainers			—				—				—				28				—				—				84				112
Issue 126 shares of common stock - exercised stock options			—				—				—				—				—				—				2				2
Amortization of unvested stock options			—				—				—				442				—				—				—				442
Comprehensive income:
Net income			—				—				—				—				9,113				—				—				9,113
Unrealized loss on securities available for sale (net of tax of $(3,963))			—				—				—				—				—				(5,976	)			—				(5,976	)
Total comprehensive income																															3,137
Cash dividends declared:
3% Preferred — $1.50 per share			—				—				—				—				(3	)			—				—				(3	)
8.48% Preferred — $4.24 per share			—				—				—				—				(741	)			—				—				(741	)
Common — $0.16 per share			—				—				—				—				(1,812	)			—				—				(1,812	)
Balance — June 30, 2006		$	159			$	17,464			$	113			$	23,748			$	143,482			$	(12,154	)		$	(136	)		$	172,676

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months Ended
		June 30,
(Dollars in thousands)		2006				2005
Cash flows from operating activities:
Net income (loss)		$	9,113			$	(9,676	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			2,114				2,091
Net amortization of premiums and discounts on securities			380				595
(Credit) provision for loan losses			(1,351	)			25,581
Amortization of unvested stock options			442				—
Provision for loss on sale of discontinued operations			—				1,200
Deferred income tax (benefit) expense			(1,114	)			7,852
Tax benefit from stock-based compensation			—				(121	)
Proceeds from sale of loans held for sale			43,516				20,254
Originations of loans held for sale			(43,033	)			(20,254	)
Net gain on sale of securities			—				(14	)
Net gain on sale of loans held for sale			(330	)			(362	)
Net gain on sale of commercial-related loans held for sale			(82	)			—
Net (gain) loss on sale of premises and equipment			(14	)			97
Net (gain) loss on sale of other real estate and repossessed assets			(107	)			5
Decrease (increase) in other assets			9,202				(10,294	)
Increase in accrued expenses and other liabilities			23				4,240
Net cash provided by operating activities			18,759				21,194
Cash flows from investing activities:
Purchase of securities:
Available for sale			(19,501	)			(101,975	)
Held to maturity			(17,501	)			(9,369	)
Proceeds from maturity and call of securities:
Available for sale			59,692				88,015
Held to maturity			17,665				12,970
Proceeds from sale of securities available for sale			—				2,445
Net loan pay-downs			37,594				45,524
Proceeds from sale of commercial-related loans			659				—
Proceeds from sale of premises and equipment			59				35
Purchase of premises and equipment			(531	)			(3,032	)
Net cash provided by investing activities			78,136				34,613
Cash flows from financing activities:
Net decrease in deposits			(100,204	)			(33,847	)
Net increase in short-term borrowings			722				3,993
Repayment of long-term borrowings			(33	)			(5,932	)
Purchase of preferred and common shares			(218	)			(125	)
Issuance of common shares			114				1,071
Dividends paid			(2,556	)			(4,346	)
Net cash used in financing activities			(102,175	)			(39,186	)
Net (decrease) increase in cash and cash equivalents			(5,280	)			16,621
Cash and cash equivalents at the beginning of the period			91,940				46,055
Cash and cash equivalents at the end of the period		$	86,660			$	62,676
Supplemental information:
Cash paid (received) during period for:
Interest		$	20,283			$	15,917
Income taxes paid			1,642				—
Income taxes received			(5,852	)			—
Noncash investing and financing activities:
Real estate and other assets acquired in settlement of loans		$	948			$	1,121
Issuance of common stock for Burke Group, Inc. earnout			—				425
Transfer of loans to loans held for sale			—				130,970
Transfer of borrowings from long-term to short-term			1,000				25,000

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

Financial Institutions, Inc. (“FII”), a bank holding company organized under the laws of New York State, and subsidiaries (the “Company”) provide deposit, lending and other financial services to individuals and businesses in Central and Western New York State. The Company is subject to regulation by certain federal and state agencies.

The Company for many years operated under a decentralized, “Super Community Bank” business model, with separate and largely autonomous subsidiary banks whose Boards and management had the authority to operate within guidelines set forth in broad corporate policies established at the holding company level. During 2005, FII’s Board of Directors decided to implement changes to the Company’s business model and governance structure. Effective December 3, 2005, the Company merged Wyoming County Bank (100% owned) (“WCB”), National Bank of Geneva (100% owned) (“NBG”) and Bath National Bank (100% owned) (“BNB”) into the New York State-chartered First Tier Bank & Trust (100% owned) (“FTB”), which was then renamed Five Star Bank (100% owned) (“FSB” or the “Bank”). The merger was accounted for at historical cost as a combination of entities under common control.

The Company formerly qualified as a financial holding company under the Gramm-Leach-Bliley Act, which allowed FII to expand business operations to include financial services businesses. The Company had two financial services subsidiaries: The Five Star Investment Services, Inc. (100% owned) (“FSIS”) (formerly known as The FI Group, Inc.) and the Burke Group, Inc. (formerly 100% owned) (“BGI”), collectively referred to as the “Financial Services Group” (“FSG”). FSIS is a brokerage subsidiary that commenced operations as a start-up company in March 2000. BGI was an employee benefits and compensation consulting firm acquired by the Company in October 2001. During 2005, the Company sold the stock of BGI and its results have been reported separately as a discontinued operation in the consolidated statements of income in these financial statements. Since the sale of BGI occurred during 2005, there are no assets or liabilities associated with the discontinued operation recorded at June 30, 2006 or December 31, 2005. BGI cash flows are shown in the consolidated statements of cash flows by activity (operating, investing and financing) consistent with the applicable source of cash flow.

During 2003, the Company terminated its financial holding company status and now operates as a bank holding company. The change in status did not affect the non-financial subsidiaries or activities being conducted by the Company, although future acquisitions or expansions of non-financial activities may require prior Federal Reserve Bank (“FRB”) approval and will be limited to those that are permissible for bank holding companies.

In February 2001, the Company formed FISI Statutory Trust I (100% owned) (“FISI” or the “Trust”) and capitalized the trust with a $502,000 investment in FISI’s common securities. The Trust was formed to facilitate the private placement of $16.2 million in capital securities (“trust preferred securities”). Effective December 31, 2003, the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities,” resulted in the deconsolidation of the Trust. The deconsolidation resulted in the derecognition of the $16.2 million in trust preferred securities and the recognition of $16.7 million in junior subordinated debentures and a $502,000 investment in the trust recorded in other assets in the Company’s consolidated statements of financial position.

In management’s opinion, the interim consolidated financial statements reflect all adjustments necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results of operation to be expected for the full year ended December 31, 2006. The interim consolidated financial statement should be read in conjunction with the Company’s 2005 Annual Report on Form 10-K. The consolidated financial information included herein combines the results of operations, the assets, liabilities and shareholders’ equity of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Amounts in the prior periods’ consolidated financial statements are reclassified when necessary to conform to the current period presentation.

The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and prevailing practices in the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported revenues and expenses for the period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to near-term change is the allowance for loan losses.

For purposes of the consolidated statements of cash flows, short-term interest-bearing deposits, federal funds sold and commercial paper due in less than 90 days are considered cash equivalents.

(2) Stock Compensation Plans

The Company has a Management Stock Incentive Plan and a Director’s Stock Incentive Plan (the “Plans”). Under the Plans, the Company may grant stock options to purchase shares of common stock, shares of restricted stock or stock appreciation rights to its directors, directors of its subsidiaries, and key employees. To date, the Company has only granted stock options under the Plans. Grants under the plans may be made up to 10% of the number of shares of common stock issued, including treasury shares. The exercise price of each option equals the market price of the Company’s stock on the date of the grant. The maximum term of each option is ten years and the vesting period generally ranges between three and five years.

Prior to January 1, 2006, the Company applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations in accounting for stock-based compensation. No stock-based compensation expense was recognized in the consolidated statements of income prior to 2006 for stock options, as the exercise price was equal to the market price of the common stock on the date of all grants made by the Company.

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment”, requiring the Company to recognize expense related to the fair value of the stock-based compensation awards. The Company elected the modified prospective transition method as permitted by SFAS No. 123R; accordingly, results from prior periods have not been restated. Under the transition method, stock-based compensation expense for the three and six months ended June 30, 2006 includes:

	(a)		compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, and
	(b)		compensation expense for all stock-based compensation awards granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R.

Historically, SFAS No. 123 required pro forma disclosure of stock-based compensation expense and the Company has recognized pro forma compensation expense for stock option awards on a straight-line basis over the applicable vesting periods. This policy differs from the policy required to be applied to awards granted after the adoption of SFAS No. 123R, which requires that compensation expense be recognized for awards over the requisite service period of the award or to an employee’s eligible retirement date, if earlier. The Company will continue to recognize compensation expense over the vesting periods for awards granted prior to adoption of SFAS No. 123R, but for all awards after December 31, 2005, compensation expense will be recognized over the requisite service period of the award or over a period ending with an employee’s eligible retirement date, if earlier.

The expense associated with the amortization of unvested stock options included in the consolidated statements of income for the three and six months ended June 30, 2006 is as follows:

		Three Months				Six Months
		Ended				Ended
(Dollars in thousands)		June 30, 2006				June 30, 2006
Management Stock Incentive Plan *		$	55			$	198
Director Stock Incentive Plan **			206				244
Total amortization of unvested stock options		$	261			$	442

Prior to adoption of SFAS No. 123R, the Company reported all tax benefits resulting from the exercise of stock options as operating cash flows in the consolidated statements of cash flows. In accordance with SFAS No. 123R, the presentation of the Company’s consolidated statement of cash flows has changed from prior periods to report excess tax benefits from the exercise of stock options as financing cash flows. For the six months ended June 30, 2006, there were no excess tax benefits reported as financing cash flows rather than operating cash flows, as the actual income tax benefit realized from stock option exercises totaled less than $1,000.

The table below illustrates the effect on net earnings and earnings per share as if the Company had applied the fair value recognition provision of SFAS No. 123 to stock-based compensation during the three and six months ended June 30, 2005.

		Three Months				Six Months
		Ended				Ended
(Dollars in thousands, except per share amounts)		June 30, 2005				June 30, 2005
Reported net loss		$	(11,965	)		$	(9,676	)
Less: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects (1)			157				309
Pro forma net loss			(12,122	)			(9,985	)
Less: Preferred stock dividends			372				744
Pro forma net loss available to common shareholders		$	(12,494	)		$	(10,729	)
Basic loss per share:
Reported		$	(1.09	)		$	(0.92	)
Pro forma			(1.11	)			(0.95	)
Diluted loss per share:
Reported		$	(1.09	)		$	(0.92	)
Pro forma			(1.11	)			(0.95	)

The following table summarizes the stock option activity for the six months ended June 30, 2006:

										Weighted-
						Weighted-				Average
						Average				Remaining
						Exercise				Contractual				Aggregate
(Dollars in thousands,						Price				Term				Intrinsic
except per share amounts)		Options				Per Share				(in years)				Value
Outstanding at December 31, 2005			426,238			$	19.21
Granted			28,047				19.68
Exercised			(126	)			14.13
Forfeited			(3,150	)			21.47
Expired			(9,815	)			22.96
Outstanding at June 30, 2006			441,194			$	19.51				6.25			$	1,120
Vested and expected to vest at June 30, 2006			431,512			$	19.48				6.19			$	1,114
Exercisable at June 30, 2006			312,379			$	18.92				5.23			$	1,045

As of June 30, 2006, there was $671,000 of unrecognized compensation expense related to nonvested option awards that is expected to be recognized over a weighted average period of 1.94 years.

The aggregate intrinsic value of options (the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant) exercised during the six months ended June 30, 2006 and 2005 was $1,000 and $304,000, respectively. Net cash proceeds from the exercise of stock options were $2,000 and $892,000 for the six months ended June 30, 2006 and 2005, respectively. The actual income tax benefit realized from stock option exercises totaled less than $1,000 and $121,000, respectively, for those same periods.

The fair value of each stock option was estimated on the date of the grant using the Black-Scholes option-pricing model. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2006 and 2005, was $8.12 and $6.45, respectively.

The weighted average Black-Scholes option valuation assumptions used for the stock option grants totaling 28,047 and 135,446 for the six months ended June 30, 2006 and 2005, respectively were as follows:

		Six Months Ended
		June 30,
		2006				2005
Risk-free interest rate			4.87	%(1)			4.17	%
Expected dividend yield			1.65	%			1.94	%
Expected stock price volatility			42.53	%(2)			26.62	%
Expected term of stock options (in years)		6.05 years		(3)		6.22 years

(3) Earnings (Loss) Per Common Share

Basic earnings (loss) per share, after giving effect to preferred stock dividends, has been computed using weighted average common shares outstanding. Diluted earnings (loss) per share reflect the effects, if any, of incremental common shares issuable upon exercise stock options, if dilutive.

Earnings (loss) per common share have been computed based on the following:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Dollars and shares in thousands, except per share amounts)		2006				2005				2006				2005
Income (loss) from continuing operations		$	5,374			$	(9,568	)		$	9,113			$	(7,183	)
Less: Preferred stock dividends			372				372				744				744
Income (loss) from continuing operations available to common shareholders			5,002				(9,940	)			8,369				(7,927	)
Loss on discontinued operation, net of tax			—				(2,397	)			—				(2,493	)
Net income (loss) available to common shareholders		$	5,002			$	(12,337	)		$	8,369			$	(10,420	)
Weighted average number of common shares outstanding used to calculate basic earnings per common share			11,324				11,295				11,326				11,272
Add: Effect of dilutive options			42				—				43				—
Weighted average number of common shares used to calculate diluted earnings per common share			11,366				11,295				11,369				11,272
Earnings (loss) per common share:
Basic:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	0.74			$	(0.70	)
Loss on discontinued operation		$	—			$	(0.21	)		$	—			$	(0.22	)
Net income (loss)		$	0.44			$	(1.09	)		$	0.74			$	(0.92	)
Diluted:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	0.74			$	(0.70	)
Loss on discontinued operation		$	—			$	(0.21	)		$	—			$	(0.22	)
Net income (loss)		$	0.44			$	(1.09	)		$	0.74			$	(0.92	)

There were approximately 289,000 and 286,000 weighted average stock options for the quarter and six months ended June 30, 2006, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive. There were approximately 547,000 and 529,000 weighted average stock options for the quarter and six months ended June 30, 2005, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive.

(4) Retirement Plans and Postretirement Benefits

The Company participates in The New York State Bankers Retirement System, which is a defined benefit pension plan covering substantially all employees. The benefits are based on years of service and the employee’s highest average compensation during five consecutive years of employment. The Company’s funding policy is to contribute at least the minimum-funding requirement as determined actuarially to cover current service cost plus amortization of prior service costs.

Net periodic pension cost consists of the following components:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Dollars and shares in thousands)		2006				2005				2006				2005
Service cost		$	432			$	395			$	863			$	790
Interest cost on projected benefit obligation			336				321				671				642
Expected return on plan assets			(467	)			(408	)			(933	)			(816	)
Amortization of net transition asset			(7	)			(10	)			(14	)			(20	)
Amortization of unrecognized loss			55				55				111				110
Amortization of unrecognized prior service cost			3				4				7				8
Net periodic pension cost		$	352			$	357			$	705			$	714

The Company contributed approximately $1.6 million to the pension plan during February 2006. No additional contributions are expected in 2006.

Prior to December 31, 2001, BNB provided health and dental care benefits to retired employees who met specified age and service requirements through a postretirement health and dental care plan in which both BNB and the retiree shared the cost. The plan was amended in 2001 to curtail eligible benefit payments to only retired employees and active participants who were fully vested under the plan. Expense for the plan amounted to $1,000 and $4,000 for the three months ended June 30, 2006 and 2005, respectively and amounted to $4,000 and $7,000 for the six months ended June 30, 2006 and 2005, respectively.

(5) Commitments and Contingencies

In the normal course of business, the Company has outstanding commitments to extend credit not reflected in the Company’s consolidated financial statements. The commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company uses the same credit policy to make such commitments as it uses for on-balance-sheet items. Unused lines of credit and loan commitments totaling $249.2 million and $231.5 million were contractually available at June 30, 2006 and December 31, 2005, respectively. Since commitments to extend credit and unused lines of credit may expire without being fully drawn upon, the amount does not necessarily represent future cash commitments.

The Company guarantees the obligations or performance of customers by issuing stand-by letters of credit to third parties. The risk involved in issuing stand-by letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and they are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance-sheet products. Typically, these instruments have terms of five years or less and expire unused; therefore, the amount does not necessarily represent future cash requirements. Stand-by letters of credit totaled $7.6 million and $9.5 million at June 30, 2006 and December 31, 2005, respectively. As of June 30, 2006, the fair value of the standby letters of credit was not material to the Company’s consolidated financial statements.

On March 28, 2006, FSB entered into a Trust Company Agreement and Plan of Merger with The Canandaigua National Bank and Trust Company (“Canandaigua”) pursuant to which Canandaigua will acquire FSB’s trust business. The sales price, net of estimated selling costs, of approximately $1.1 million is subject to adjustment based on the value of the trust assets at the time of transfer. As of June 30, 2006, the trust division had approximately $57.0 million in assets held in fiduciary or agency capacities. The transaction is subject to regulatory and court approvals and is currently expected to close in September 2006.

(6) Supervision and Regulation

The supervision and regulation of financial and bank holding companies and their subsidiaries is intended primarily for the protection of depositors, the deposit insurance funds regulated by the FDIC and the banking system as a whole, and not for the protection of shareholders or creditors of bank holding companies. The various bank regulatory agencies have broad enforcement power over bank holding companies and banks, including the power to impose substantial fines, operational restrictions and other penalties for violations of laws and regulations.

The Company is also subject to varying regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material impact on the Company’s consolidated financial statements. For evaluating regulatory capital adequacy, companies are required to determine capital and assets under regulatory accounting practices. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios. The leverage ratio requirement is based on period-end capital to average adjusted total assets during the previous three months. Compliance with risk-based capital requirements is determined by dividing regulatory capital by the sum of a company’s weighted asset values. Risk weightings are established by the regulators for each asset category according to the perceived degree of risk. As of June 30, 2006 and December 31, 2005, the Company and FSB met all capital adequacy requirements to which they are subject.

At December 31, 2005, the most recent notification from the Federal Deposit Insurance Corporation (“FDIC”) categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. For purposes of determining the annual deposit insurance assessment rate for insured depository institutions, each insured institution is assigned an assessment risk classification. Each institution’s assigned risk classification is composed of a group and subgroup assignment based on capital group and supervisory subgroup. Prior to the Company’s restructuring in December 2005, the Company’s former bank subsidiaries NBG and BNB remained assigned to the well-capitalized capital group, but were placed in lower supervisory subgroups based on the formal agreements that were in place with the Office of the Comptroller of the Currency (“OCC”). Because of the downgrades, the Company’s FDIC insurance premiums increased in 2005. As a result of the merger of the Company’s subsidiary banks and the FDIC risk classification for FSB, the Company’s 2006 premiums are lower.

(7) Discontinued Operation

In 2005, the Company decided to dispose of its BGI subsidiary. The results of BGI have been reported separately as a discontinued operation in the consolidated statements of income in these financial statements. The Company recorded a loss on discontinued operation of $124,000, a provision for loss on the sale of discontinued operation of $1.2 million and income tax expense associated with the discontinued operation of $1.1 million for the three months ended June 30, 2005. The Company recorded a loss on discontinued operation of $256,000, a provision for loss on sale of discontinued operation of $1.2 million and income tax expense associated with the discontinued operation of $1.0 million for the six months ended June 30, 2005. Since the sale occurred during 2005, there are no assets or liabilities associated with the discontinued operation recorded at June 30, 2006 or December 31, 2005. Cash flows from BGI are shown in the consolidated statements of cash flows by activity (operating, investing and financing) consistent with the applicable source of the cash flow.

(8) Loans Held for Sale

During the year ended December 31, 2005, the Company transferred $169.0 million in commercial-related loans to held for sale at an estimated fair value less costs to sell of $132.3 million, therefore $36.7 million in commercial-related charge-offs were recorded as a result of classifying the loans as held for sale. In the second half of 2005, the Company realized a net gain of $9.4 million on the ultimate sale or settlement of these commercial-related loans held for sale. The remaining commercial-related loans held for sale were sold in the first quarter of 2006 and resulted in a net gain of $82,000.

A summary of loans held for sale is as follows:

		June 30,				December 31,
(Dollars in thousands)		2006				2005
Commercial and agricultural *		$	—			$	577
Residential real estate			523				676
Total loans held for sale		$	523			$	1,253

The Company originates and sells certain residential real estate loans in the secondary market. The Company typically retains the right to service the mortgages upon sale. The Company makes the determination of whether or not to identify the mortgage as a loan held for sale at the time the application is received from the borrower. The Company also originates student loans and has a forward commitment to sell the student loans to a third-party at a fixed premium on the day of origination. The volume of student loans originated and sold increased beginning in the third quarter of 2005.

Proceeds from the sale of loans held for sale were $12.0 million and $9.1 million for the three months ended June 30, 2006 and 2005, respectively. These proceeds included proceeds from the sale of student loans totaling $6.4 million and $461,000 for the three months ended June 30, 2006 and 2005, respectively. The net gain on sale of loans held for sale (including student loans) was $104,000 and $129,000 for the three months ended June 30, 2006 and 2005, respectively.

Proceeds from the sale of loans held for sale were $43.5 million and $20.3 million for the six months ended June 30, 2006 and 2005, respectively. These proceeds included proceeds from the sale of student loans totaling $31.5 million and $1.5 million for the six months ended June 30, 2006 and 2005, respectively. The net gain on sale of loans held for sale (including student loans) was $330,000 and $362,000 for the six months ended June 30, 2006 and 2005, respectively.

(9) New Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133 and SFAS No. 140, and improves the financial reporting of certain hybrid financial instruments by requiring more consistent accounting that eliminates exemptions and provides a means to simplify the accounting for these instruments. Specifically, SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company plans to adopt this statement on January 1, 2007 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” an amendment of SFAS No. 140, which requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable and permits the entities to elect either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of SFAS No. 140 for subsequent measurement. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including interim financial statements for any period of that fiscal year. The Company plans to adopt this statement on January 1, 2007 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In June 2006, FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company plans to adopt this statement on January 1, 2007 and is currently assessing FIN 48 and has not determined the impact that the adoption of FIN 48 will have on its consolidated financial position, consolidated results of operations, or liquidity.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. When used in this report, or in the documents incorporated by reference herein, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “project”, “plan”, “seek” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. There are a number of important factors that could affect the Company’s forward-looking statements which include the quality of collateral associated with nonperforming loans, the ability of customers to continue to make payments on criticized or substandard loans, the impact of rising interest rates on customer cash flows, the speed or cost of resolving bad loans, the ability to hire and train personnel, the economic conditions in the area in which the Company operates, customer preferences, the competition and other factors discussed in the Company’s filings with the Securities and Exchange Commission. Many of these factors are beyond the Company’s control.

GENERAL

The principal objective of this discussion is to provide an overview of the financial condition and results of operations of the Company for the periods covered in this quarterly report. This discussion and tabular presentations should be read in conjunction with the accompanying consolidated financial statements and accompanying notes.

The Company’s revenue is primarily dependent on net interest income, which is the difference between the income earned on loans and securities and the cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by the provision for loan losses, service charges on deposits, financial services group fees and commissions, mortgage banking activities, gain or loss on the sale of securities, gain or loss on sale of loans, other miscellaneous income and noninterest expense. Noninterest expense primarily consists of salaries and employee benefits, occupancy and equipment, supplies and postage, amortization of intangible assets, computer and data processing, professional fees, other miscellaneous expense and income taxes. The results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and the actions of regulatory authorities.

OVERVIEW

Net income for the quarter was $5.4 million, or $0.44 per diluted share compared with a net loss of $12.0 million, or $1.09 net loss per diluted share for the second quarter of 2005. The increased earnings in the second quarter of 2006 include a credit for loan losses as a result of the improved risk profile of our loan portfolio. Lower noninterest expense also contributed to improved earnings. These positive effects were somewhat offset by a decline in net interest income, resulting primarily from a lower earning asset base.

Net income for the six-month period of 2006 was $9.1 million, or $0.74 per diluted share compared with a net loss of $9.7 million, or $0.92 net loss per diluted share from the same period last year. The second quarter of 2005 included the effects of actions to improve asset quality through the decision to sell certain problem credits and to focus on growing the core banking franchise through the elimination of non-core community banking functions.

The Company recorded a credit for loan losses of $1.6 million and $1.4 million for the second quarter of 2006 and the first six months of 2006, respectively. Net loan charge-offs were $0.1 million for the second quarter of 2006 and $0.3 million for the first six months of 2006. Nonperforming loans at June 30, 2006 were $15.4 million, a reduction of $3.2 million from March 31, 2006. The improved risk rating profile of the loan portfolio, the low level of net

loan charge-offs, a smaller loan portfolio as well as a change in the mix of the loan portfolio to loan categories with reduced credit risk all contributed to the credit for loan losses recorded in 2006. The allowance for loan losses was $18.6 million at June 30, 2006 and $20.3 million at March 31, 2006.

The Company for many years operated under a decentralized, “Super Community Bank” business model, with separate and largely autonomous subsidiary banks whose Boards and management had the authority to operate within guidelines set forth in broad corporate policies established at the holding company level. During 2005, the Board of Directors decided to implement changes to the Company’s business model and governance structure. Effective December 3, 2005, the Company merged its commercial subsidiary banks into the New York State-chartered First Tier Bank & Trust (“FTB”), which was then renamed Five Star Bank (“FSB”). The Company also sold its Burke Group, Inc. (“BGI”) subsidiary during 2005 in order to focus on its core community banking business. The results of BGI have been reported separately as a discontinued operation in the consolidated statements of income and the loss on discontinued operation totaled $2.4 million and $2.5 million for the three and six months ended June 30, 2005, respectively.

As part of the Company’s strategy to focus on growing its core banking franchise, it has agreed to sell its trust operations. As of June 30, 2006, the trust division had approximately $57.0 million in assets held in fiduciary or agency capacities. The transaction is subject to regulatory and court approvals and is currently expected to close in September 2006.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and are consistent with predominant practices in the financial services industry. Application of critical accounting policies, those policies that Management believes are the most important to the Company’s financial position and results, requires Management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes and are based on information available as of the date of the financial statements. Future changes in information may affect these estimates, assumptions and judgments, which, in turn, may affect amounts reported in the financial statements.

The Company has numerous accounting policies, of which the most significant are presented in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K as of December 31, 2005, dated March 15, 2006, as filed with the Securities and Exchange Commission. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets, liabilities, revenues and expenses are reported in the financial statements and how those reported amounts are determined. Based on the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has determined that the accounting policies with respect to the allowance for loan losses and goodwill require particularly subjective or complex judgments important to the Company’s consolidated financial statements, results of operations or liquidity, and are therefore considered to be critical accounting policies as discussed below.

Allowance for Loan Losses: The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of subjective measurements including management’s assessment of the internal risk classifications of loans, changes in the nature of the loan portfolio, industry concentrations and the impact of current local, regional and national economic factors on the quality of the loan portfolio. Changes in these estimates and assumptions are reasonably possible and may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity.

A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts of principal and interest under the original terms of the agreement or any loan that is restructured in a troubled debt restructuring. Accordingly, the Company evaluates impaired commercial and agricultural loans individually based on the present value of future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the net realizable value of the collateral if the loan is collateral dependent. The majority of the Company’s loans are secured.

Loans, including impaired loans, are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days (120 days for consumer loans), unless such loans are well-

collateralized and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if repayment in full of principal and/or interest is in doubt.

For additional discussion related to the Company’s accounting policies for the allowance for loan losses, see the section titled “Analysis of the Allowance for Loan Losses.”

Goodwill: Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” prescribes the accounting for goodwill and intangible assets subsequent to initial recognition. The provisions of SFAS No. 142 discontinue the amortization of goodwill and intangible assets with indefinite lives. Instead, these assets are subject to at least an annual impairment review, and more frequently if certain impairment indicators are in evidence. Changes in the estimates and assumptions used to evaluate impairment may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity. During 2005, the Company evaluated goodwill for impairment using a discounted cash flow analysis and determined no impairment existed.

NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133 and SFAS No. 140, and improves the financial reporting of certain hybrid financial instruments by requiring more consistent accounting that eliminates exemptions and provides a means to simplify the accounting for these instruments. Specifically, SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company plans to adopt this statement on January 1, 2007 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” an amendment of SFAS No. 140, which requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable and permits the entities to elect either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of SFAS No. 140 for subsequent measurement. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including interim financial statements for any period of that fiscal year. The Company plans to adopt this statement on January 1, 2007 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In June 2006, FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company plans to adopt this statement on January 1, 2007 and is currently assessing FIN 48 and has not determined the impact that the adoption of FIN 48 will have on its consolidated financial position, consolidated results of operations, or liquidity.

SELECTED FINANCIAL DATA

The following tables present certain information and ratios that management of the Company considers important in evaluating performance:

		At or For the Three Months Ended June 30,
(Dollars and shares in thousands, except per share amounts)		2006				2005				$ Change				% Change
Per common share data:
Basic:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	1.32				150	%
Net income (loss)		$	0.44			$	(1.09	)		$	1.53				140	%
Diluted:
Income (loss) from continuing operations		$	0.44			$	(0.88	)		$	1.32				150	%
Net income (loss)		$	0.44			$	(1.09	)		$	1.53				140	%
Cash dividends declared		$	0.08			$	0.08			$	—				—	%
Common shares outstanding:
Weighted average shares — basic			11,324				11,295
Weighted average shares — diluted			11,366				11,295
Performance ratios, annualized:
Return (loss) on average assets			1.11	%			(2.22	)%
Return (loss) on average common equity			13.03	%			(30.09	)%
Common dividend payout ratio			18.18	%			>100	%
Net interest margin (tax-equivalent)			3.57	%			3.56	%
Efficiency ratio (2)			67.29	%			72.27	%
Asset quality data:
Past due over 90 days and accruing		$	1			$	16
Nonaccrual loans			15,361				17,168
Total nonperforming loans			15,362				17,184
Other real estate owned (ORE)			933				1,457
Total nonperforming loans and other real estate owned			16,295				18,641
Nonaccrual commercial-related loans held for sale			—				130,970
Total nonperforming assets		$	16,295			$	149,611
Net loan charge-offs		$	100			$	40,817
Asset quality ratios:
Nonperforming loans to total loans (1)			1.61	%			1.67	%
Nonperforming loans and ORE to total loans and ORE (1)			1.71	%			1.81	%
Nonperforming assets to total assets			0.85	%			7.09	%
Allowance for loan losses to total loans (1)			1.95	%			2.04	%
Allowance for loan losses to nonperforming loans (1)			121	%			123	%
Net loan charge-offs to average loans (annualized)			0.04	%			13.81	%
Capital ratios:
Average common equity to average total assets			7.90	%			7.62	%
Leverage ratio			8.39	%			6.76	%
Tier 1 risk-based capital ratio			14.66	%			11.06	%
Risk-based capital ratio			15.92	%			12.31	%

Noninterest expense		$	14,581			$	16,592
Less: Other real estate expense			59				22
Amortization of intangibles			107				107
Net expense (numerator)		$	14,415			$	16,463
Net interest income		$	15,012			$	16,858
Plus: Tax equivalent adjustment			1,230				1,145
Net interest income (tax equivalent)			16,242				18,003
Plus: Noninterest income			5,181				4,791
Less: Gain on sale of securities			—				14
Net revenue (denominator)		$	21,423			$	22,780

SELECTED FINANCIAL DATA (CONTINUED)

		At or For the Six Months Ended June 30,
(Dollars and shares in thousands, except per share amounts)		2006				2005				$ Change				% Change
Per common share data:
Basic:
Income (loss) from continuing operations		$	0.74			$	(0.70	)		$	1.44				206	%
Net income (loss)		$	0.74			$	(0.92	)		$	1.66				180	%
Diluted:
Income (loss) from continuing operations		$	0.74			$	(0.70	)		$	1.44				206	%
Net income (loss)		$	0.74			$	(0.92	)		$	1.66				108	%
Cash dividends declared		$	0.16			$	0.24			$	(0.08	)			(33	)%
Book value		$	13.69			$	13.39			$	0.30				2	%
Common shares outstanding:
Weighted average shares — basic			11,326				11,272
Weighted average shares — diluted			11,369				11,272
Period end			11,326				11,332
Performance ratios, annualized:
Return (loss) on average assets			0.94	%			(0.91	)%
Return (loss) on average common equity			10.93	%			(12.70	)%
Common dividend payout ratio			21.62	%			>100	%
Net interest margin (tax-equivalent)			3.60	%			3.73	%
Efficiency ratio**			68.64	%			69.09	%
Asset quality data and ratios:
Net loan charge-offs		$	290			$	43,687
Net loan charge-offs to average loans			0.06	%			7.22	%