UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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 September 30, 2007

Commission File Number 0-26481

(Exact Name of Registrant as specified in its charter)

NEW YORK		16-0816610
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)
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 12b-2 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 OCTOBER 31, 2007
Common Stock, $0.01 par value		11,065,747 shares

 

 

FINANCIAL INSTITUTIONS, INC.

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition (Unaudited) as of September 30, 2007 and December 31, 2006			3
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2007 and 2006			4
Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income (Unaudited) for the Nine Months Ended September 30, 2007			5
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2007 and 2006			6
Notes to Unaudited Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28
PART II – OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 6. Exhibits			30
SIGNATURES
EXHIBITS
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Item 1. Financial Statements (Unaudited)

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		September 30,				December 31,
(Dollars in thousands, except per share amounts)		2007				2006
Assets
Cash and due from banks		$	55,736			$	47,166
Federal funds sold and interest-bearing deposits in other banks			2,685				62,606
Securities available for sale, at fair value			742,716				735,148
Securities held to maturity, at amortized cost (fair value of $56,615 at September 30, 2007 and $40,421 at December 31, 2006)			56,885				40,388
Loans held for sale			107				992
Loans			949,671				926,482
Less: Allowance for loan losses			15,611				17,048
Loans, net			934,060				909,434
Premises and equipment, net			34,690				34,562
Goodwill			37,369				37,369
Other assets			38,737				39,887
Total assets		$	1,902,985			$	1,907,552
Liabilities And Shareholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing demand		$	284,252			$	273,783
Interest-bearing demand, savings and money market			692,990				674,224
Certificates of deposit			639,020				669,688
Total deposits			1,616,262				1,617,695
Short-term borrowings			33,374				32,310
Long-term borrowings			29,145				38,187
Junior subordinated debentures issued to unconsolidated subsidiary trust (“Junior subordinated debentures”)			16,702				16,702
Other liabilities			19,178				20,270
Total liabilities			1,714,661				1,725,164
Shareholders’ equity:
3% cumulative preferred stock, $100 par value, authorized 10,000 shares, issued and outstanding – 1,586 shares at September 30, 2007 and December 31, 2006			159				159
8.48% cumulative preferred stock, $100 par value, authorized 200,000 shares, issued and outstanding – 174,223 shares at September 30, 2007 and 174,639 shares at December 31, 2006			17,422				17,464
Common stock, $0.01 par value, authorized 50,000,000 shares, issued 11,348,122 shares at September 30, 2007 and December 31, 2006			113				113
Additional paid-in capital			24,626				24,222
Retained earnings			156,451				148,947
Accumulated other comprehensive loss			(5,186	)			(8,404	)
Treasury stock, at cost – 266,497 shares at September 30, 2007 and 5,351 shares at December 31, 2006			(5,261	)			(113	)
Total shareholders’ equity			188,324				182,388
Total liabilities and shareholders’ equity		$	1,902,985			$	1,907,552

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Dollars in thousands, except per share amounts)		2007				2006				2007				2006
Interest income:
Interest and fees on loans		$	17,571			$	17,291			$	51,130			$	50,944
Interest and dividends on securities			8,814				8,001				26,192				24,597
Other interest income			168				531				1,494				1,307
Total interest income			26,553				25,823				78,816				76,848
Interest expense:
Deposits			10,428				9,491				32,528				26,833
Short-term borrowings			360				166				682				404
Long-term borrowings			472				1,052				1,441				3,142
Junior subordinated debentures			432				432				1,296				1,296
Total interest expense			11,692				11,141				35,947				31,675
Net interest income			14,861				14,682				42,869				45,173
Credit for loan losses			(82	)			(491	)			(235	)			(1,842	)
Net interest income after credit for loan losses			14,943				15,173				43,104				47,015
Noninterest income:
Service charges on deposits			2,778				3,054				8,114				8,559
ATM and debit card income			735				558				2,079				1,645
Broker-dealer fees and commissions			323				375				1,053				1,182
Trust fees			—				116				—				377
Loan servicing income			259				208				707				668
Income from corporate owned life insurance			1,090				14				1,139				466
Net gain on sale of securities			67				—				118				—
Net gain on sale of loans held for sale			313				503				589				916
Net gain (loss) on sale and disposal of other assets			59				(56	)			147				65
Net gain on sale of trust relationships			—				1,365				13				1,365
Other			710				842				1,719				1,873
Total noninterest income			6,334				6,979				15,678				17,116
Noninterest expense:
Salaries and employee benefits			8,574				8,510				24,935				25,294
Occupancy and equipment			2,422				2,293				7,321				7,083
Supplies and postage			443				442				1,283				1,452
Amortization of other intangible assets			77				108				230				323
Computer and data processing			547				469				1,593				1,312
Professional fees and services			476				698				1,548				2,247
Other			2,070				2,073				5,976				6,738
Total noninterest expense			14,609				14,593				42,886				44,449
Income before income taxes			6,668				7,559				15,896				19,682
Income taxes			1,414				2,314				3,585				5,324
Net income		$	5,254			$	5,245			$	12,311			$	14,358
Earnings per common share (Note 3):
Basic		$	0.44			$	0.43 $				1.00			$	1.17
Diluted		$	0.44			$	0.43			$	1.00			$	1.17

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

																						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, 2006		$	159			$	17,464			$	113			$	24,222			$	148,947			$	(8,404	)		$	(113	)		$	182,388
Purchase 295,439 shares of common stock			—				—				—				—				—				—				(5,846	)			(5,846	)
Issue 11,874 shares of common stock - exercised stock options, net of taxes			—				—				—				(35	)			—				—				247				212
Purchase of 416 shares of 8.48% preferred stock			—				(42	)			—				—				—				—				—				(42	)
Issue 5,319 shares of common stock - directors plan			—				—				—				(2	)			—				—				107				105
Issue 17,100 shares of common stock - restricted stock awards			—				—				—				(344	)			—				—				344				—
Amortization of unvested stock options			—				—				—				667				—				—				—				667
Amortization of unvested restricted stock awards			—				—				—				118				—				—				—				118
Comprehensive income:
Net income			—				—				—				—				12,311				—				—				12,311
Net unrealized gain on securities available for sale, net of taxes			—				—				—				—				—				3,147				—				3,147
Reclassification adjustment for net gain included in net income, net of taxes			—				—				—				—				—				72				—				72
Defined benefit pension plan, net of taxes			—				—				—				—				—				12				—				12
Postretirement benefit plan, net of taxes			—				—				—				—				—				(13	)			—				(13	)
Other comprehensive income																															3,218
Total comprehensive income																															15,529
Cash dividends declared:
3% Preferred - $2.25 per share			—				—				—				—				(4	)			—				—				(4	)
8.48% Preferred - $6.36 per share			—				—				—				—				(1,109	)			—				—				(1,109	)
Common - $0.33 per share			—				—				—				—				(3,694	)			—				—				(3,694	)
Balance – September 30, 2007		$	159			$	17,422			$	113			$	24,626			$	156,451			$	(5,186	)		$	(5,261	)		$	188,324

See Accompanying Notes to Unaudited Consolidated Financial Statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		Nine Months Ended
		September 30,
(Dollars in thousands)		2007				2006
Cash flows from operating activities:
Net income		$	12,311			$	14,358
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			2,958				3,131
Net (accretion) amortization of premiums and discounts on securities			(150	)			507
Credit for loan loses			(235	)			(1,842	)
Amortization of unvested stock options			667				701
Amortization of unvested restricted stock awards			118				18
Deferred income tax expense (benefit)			655				(583	)
Proceeds from sale of loans held for sale			35,999				59,145
Originations of loans held for sale			(34,525	)			(58,357	)
Net gain on sale of securities			(118	)			—
Net gain on sale of loans held for sale			(589	)			(916	)
Net gain on sale and disposal of other assets			(147	)			(65	)
Net gain on sale of trust relationships			(13	)			(1,365	)
(Increase) decrease in other assets			(721	)			8,155
(Decrease) increase in other liabilities			(4,145	)			631
Net cash provided by operating activities			12,065				23,518
Cash flows from investing activities:
Purchase of securities:
Available for sale			(255,497	)			(35,126	)
Held to maturity			(40,206	)			(25,498	)
Proceeds from maturity, call and principal pay-down of securities:
Available for sale			222,096				86,096
Held to maturity			26,463				26,160
Proceeds from the sale of securities available for sale			31,400				—
Net loan (increase) decrease			(26,317	)			48,522
Net proceeds from sale of commercial-related loans held for sale			—				659
Proceeds from sales of other assets			997				1,379
Proceeds from sale of trust relationships			13				1,365
Purchase of premises and equipment			(2,884	)			(878	)
Net cash (used in) provided by investing activities			(43,935	)			102,679
Cash flows from financing activities:
Net decrease in deposits			(1,434	)			(77,642	)
Net increase (decrease) in short-term borrowings			1,063				(1,557	)
Repayment of long-term borrowings			(9,042	)			(2,050	)
Purchase of preferred and common stock			(5,888	)			(233	)
Issuance of common stock - directors plan			105				112
Stock options exercised			212				184
Excess tax benefit from stock options exercised			—				15
Dividends paid			(4,497	)			(3,833	)
Net cash used in financing activities			(19,481	)			(85,004	)
Net (decrease) increase in cash and cash equivalents			(51,351	)			41,193
Cash and cash equivalents at the beginning of the period			109,772				91,940
Cash and cash equivalents at the end of the period		$	58,421			$	133,133
Supplemental disclosure of cash flow information:
Cash paid during period for:
Interest		$	38,491			$	31,217
Income taxes paid			3,091				2,493
Income taxes received			—				(6,300	)
Noncash investing and financing activities:
Real estate and other assets acquired in settlement of loans		$	1,930			$	2,080
Net increase in security purchases pending settlement			2,755				—
Net decrease (increase) in unrealized loss on available for sale securities, net of taxes			3,219				(966	)

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 its subsidiaries (collectively 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.

FII’s primary subsidiary is, the New York State-chartered, Five Star Bank (100% owned) (“FSB” or the “Bank”). In addition, FII formerly qualified as a financial holding company under the Gramm-Leach-Bliley Act, which allowed the expansion of business operations to include a broker-dealer subsidiary, namely, Five Star Investment Services, Inc. (100% owned) (“FSIS”). During 2003, FII terminated its financial holding company status and now operates as a bank holding company. The future acquisition or expansion 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 entity with a $502,000 investment in the Trust’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 condition.

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 operations to be expected for the full year ended December 31, 2007. The interim consolidated financial statements should be read in conjunction with the Company’s 2006 Annual Report on Form 10-K. The consolidated financial information included herein combines the results of operations, assets, liabilities and shareholders’ equity of FII and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Certain amounts in the prior periods’ consolidated financial statements are reclassified when necessary to conform to the current period’s 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, cash and due from banks, federal funds sold and interest-bearing deposits in other banks are considered cash and cash equivalents.

(2) Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“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 adopted this statement effective January 1, 2007 and adoption did not have an 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. The Company adopted this statement effective January 1, 2007 and elected to continue using the amortization and impairment requirements of SFAS No. 140 for subsequent measurement of servicing assets, therefore adoption did not have an effect on its consolidated financial position, consolidated results of operations, or liquidity.

In June 2006, the 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 adopted this statement effective January 1, 2007 and the required disclosures are included in Note 9. The adoption of FIN 48 did not have a material effect on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing the asset or liability. The Company is required to adopt SFAS No. 157 for its fiscal year beginning after November 15, 2007. The Company plans to adopt this statement on January 1, 2008 and is currently assessing the impact that the adoption will have on its consolidated financial position, consolidated results of operations, or liquidity.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS No. 158 requires companies to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Company adopted this provision of SFAS No. 158 for the year ended December 31, 2006 and the required disclosures were included in Note 13 of the annual report on Form 10-K as filed on March 13, 2007. SFAS No. 158 also requires companies to measure the funded status of a plan as of the date of the company’s fiscal year-end, with limited exceptions. The Company is required and plans to adopt this provision for the fiscal year ending December 31, 2008 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In September 2006, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements” (“EITF 06-04”). In accordance with EITF 06-04, an agreement by an employer to share a portion of the proceeds of a life insurance policy with an employee during the postretirement period is a postretirement benefit arrangement required to be accounted for in accordance with SFAS No. 106 or Accounting Principles Board Opinion (“APB”) No. 12, “Omnibus Opinion — 1967.” Furthermore, the purchase of a split dollar life insurance policy does not constitute a settlement under SFAS No. 106 and, therefore, a liability for the postretirement obligation must be recognized under SFAS No. 106 if the benefit is offered under an arrangement that constitutes a plan or under APB No. 12 if it is not part of a plan. The provisions of EITF 06-04 are to be applied through either a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption or retrospective application. The Company is required to adopt this statement in its fiscal year beginning after December 15, 2007, with early adoption permitted. The Company plans to adopt this statement on January 1, 2008 and is currently assessing the impact that the adoption will have on its consolidated financial position, consolidated results of operations, or liquidity.

In September 2006, the EITF reached a final consensus on Issue No. 06-05, “Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, “Accounting for Purchases of Life Insurance” (“EITF 06-05”). EITF 06-05 provides clarifying guidance on determining the amount that could be realized from a life insurance contract The provisions of EITF 06-05 are to be applied through either a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption or retrospective application. EITF 06-05 is effective for fiscal years beginning after December 15, 2006. The Company adopted this statement effective January 1, 2007 and adoption did not have an effect on its consolidated financial position, consolidated results of operations, or liquidity.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115.” SFAS No. 159 allows entities to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities that are not otherwise required to be measured at fair value, with changes in fair value recognized in earnings as they occur. SFAS No. 159 also requires entities to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of similar assets and liabilities measured using another measurement attribute on the face of the statement of financial condition. Lastly, SFAS No. 159 establishes presentation and disclosure requirements designed to improve comparability between entities that elect different measurement attributes for similar assets and liabilities. The Company is required to adopt SFAS No. 159 for its fiscal year beginning after November 15, 2007, with early adoption permitted if an entity also early adopts the provisions of SFAS No. 157. The Company plans to adopt this statement on January 1, 2008 and is currently assessing the impact the adoption will have on its consolidated financial position, consolidated results of operations, or liquidity.

(3) Earnings Per Common Share

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

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Dollars and shares in thousands, except per share amounts)		2007				2006				2007				2006
Net income		$	5,254			$	5,245			$	12,311			$	14,358
Less: Preferred stock dividends			371				371				1,113				1,115
Net income available to common shareholders		$	4,883			$	4,874			$	11,198			$	13,243
Weighted average number of common shares outstanding used to calculate basic earnings per common share			11,091				11,327				11,198				11,326
Add: Effect of common stock equivalents			23				45				33				31
Weighted average number of common shares used to calculate diluted earnings per common share		$	11,114			$	11,372			$	11,231			$	11,357
Earnings per common share:
Basic		$	0.44			$	0.43			$	1.00			$	1.17
Diluted		$	0.44			$	0.43			$	1.00			$	1.17

There were approximately 410,000 and 326,000 weighted average common stock equivalents from outstanding stock options for the three and nine months ended September 30, 2007, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive. There were approximately 258,000 and 277,000 weighted average stock options for the three and nine months ended September 30, 2006, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive.

(4) 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 and key employees. 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.

During the nine months ended September 30, 2007, 90,700 stock options (weighted average fair value of $7.09 per share) and 17,100 restricted stock awards (weighted average fair value of $19.41 per share) were granted under the Plans. During the nine months ended September 30, 2006, 97,797 stock options (weighted average fair value of $8.14 per share) and 13,200 restricted stock awards (weighted average fair value of $19.75 per share) were granted under the Plans.

Effective January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payments”, requiring the Company to recognize expense related to the fair value of the stock-based compensation awards. The following table presents the expense associated with the amortization of unvested stock compensation included in the consolidated statements of income for the periods indicated.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Dollars and shares in thousands, except per share amounts)		2007				2006				2007				2006
Stock options:
Management Stock Incentive Plan (1)		$	286			$	230			$	457			$	428
Director Stock Incentive Plan (2)			10				29				210				273
Total amortization of unvested stock options			296				259				667				701
Restricted stock awards:
Management Stock Incentive Plan (1)			68				18				118				18
Total amortization of unvested restricted stock awards			68				18				118				18
Total amortization of unvested stock compensation		$	364			$	277			$	785			$	719

(5) Loans

Loans outstanding, including net unearned income and net deferred fees and costs of $5.5 million and $4.5 million at September 30, 2007 and December 31, 2006, respectively, are summarized as follows:

		September 30,				December 31,
(Dollars in thousands)		2007				2006
Commercial		$	123,226			$	105,806
Commercial real estate			241,981				243,966
Agricultural			53,877				56,808
Residential real estate			167,771				163,243
Consumer indirect			128,016				106,391
Consumer direct and home equity			234,800				250,268
Total loans			949,671				926,482
Allowance for loan losses			(15,611	)			(17,048	)
Loans, net		$	934,060			$	909,434

The Company’s significant concentrations of credit risk in the loan portfolio relate to a geographic concentration in the communities that the Company serves.

(6) Retirement and Postretirement Benefit Plans

The Company adopted SFAS No. 158 effective December 31, 2006, which required the over-funded or under-funded status of its defined benefit pension and postretirement benefit plans to be recognized as an asset or liability in the consolidated statements of financial condition. Future changes in the funded status of the defined benefit and postretirement plans will be recognized in the year in which the changes occur, net of taxes, through comprehensive income or loss.

Defined Benefit Pension Plan

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 defined benefit pension plan was closed to new participants effective December 31, 2006. Only employees hired on or before December 31, 2006 and who meet participation requirements on or before January 1, 2008 shall be eligible to receive benefits.

Net periodic pension cost consists of the following components:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Dollars in thousands)		2007				2006				2007				2006
Service cost		$	374			$	431			$	1,123			$	1,294
Interest cost on projected benefit obligation			369				335				1,105				1,006
Expected return on plan assets			(476	)			(467	)			(1,430	)			(1,400	)
Amortization of net transition asset			—				(6	)			—				(20	)
Amortization of unrecognized loss			7				56				23				167
Amortization of unrecognized prior service cost			3				4				9				11
Net periodic pension cost		$	277			$	353			$	830			$	1,058

The Company’s funding policy is to contribute, at a minimum, an actuarially determined amount that will satisfy the minimum funding requirements determined under the appropriate sections of Internal Revenue Code. The minimum required contribution is zero for the year ended December 31, 2007; however, the Company is considering making a discretionary contribution to the defined benefit pension plan during the fourth quarter of 2007.

Postretirement Benefit Plan

Prior to December 31, 2001, an entity acquired by the Company provided health and dental care benefits to certain retired employees who met specified age and service requirements through a postretirement health and dental care plan in which both the acquired entity 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.

(7) Commitments and Contingencies

In the normal course of business there are outstanding commitments to extend credit not reflected in the accompanying consolidated financial statements. These 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 $273.0 million and $258.6 million were contractually available at September 30, 2007 and December 31, 2006, respectively, and are not reflected in the consolidated statements of financial condition. 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 $6.1 million and $5.8 million at September 30, 2007 and December 31, 2006, respectively. As of September 30, 2007, the fair value of the stand-by letters of credit was not material to the Company’s consolidated financial statements.

From time to time, the Company is a party to or otherwise involved in legal proceedings arising in the normal course of business. Management does not believe that there is any pending or threatened proceeding against the Company, which, if determined adversely, would have a material adverse effect on the Company’s business, results of operations or financial condition.

(8) 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. In addition, payments of dividends by FSB to FII are limited or restricted in certain circumstances under banking 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 September 30, 2007 and December 31, 2006, the Company and FSB met all capital adequacy requirements to which they are subject.

(9) Income Taxes

The Company adopted the provisions FIN 48 effective January 1, 2007. There was no cumulative effect adjustment related to the adoption of FIN 48. As of January 1, 2007, the Company’s unrecognized tax benefits totaled $50,000, of which $32,000 would impact the Company’s effective tax rate, if recognized or reversed. The Company is currently under exam by New York State and upon conclusion of the examination the uncertain tax position is expected to be resolved.

The tax years that remain subject to examination by major tax jurisdictions are as follows:

Federal			2003 - 2006
New York			2002 - 2006

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. As of January 1, 2007, the Company had accrued $17,000 of interest related to uncertain tax positions. As of September 30, 2007, the total amount of accrued interest was $21,000.

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 inability to re-price existing loans or to replace older, lower-rate loans with newer, higher-rate loans, the impact of the yield curve, 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, 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 revenues are dependent primarily on net interest income, which is the difference between the income earned on loans and securities and the interest paid on deposits and borrowings. Revenues are also affected by service charges on deposits, ATM and debit card income, broker-dealer fees and commissions, loan servicing

income, gain or loss on the sale of securities, gain or loss on sale of loans held for sale, gain or loss on the sale and disposal of other assets and other miscellaneous noninterest income.

The Company’s expenses primarily consist of the provision (credit) for loan losses, salaries and employee benefits, occupancy and equipment, supplies and postage, amortization of other intangible assets, computer and data processing, professional fees and services, other miscellaneous noninterest expense and income tax expense (benefit).

Results of operations are also affected by the general economic and competitive conditions, particularly changes in interest rates, government policies and the actions of regulatory authorities.

OVERVIEW

Net income for the third quarter of 2007 was $5.3 million, or $0.44 per diluted share, compared with $5.2 million, or $0.43 per diluted share, for the third quarter of 2006. For the first nine months of 2007, net income was $12.3 million, or $1.00 per diluted share, compared with $14.4 million, or $1.17 per diluted share, for the first nine months of 2006.

Net interest income was $14.9 million for the third quarter of 2007, up $179,000 versus the third quarter of 2006. Net interest margin improved 7 basis points, to 3.63%, for the third quarter of 2007, compared with 3.56% in the same quarter last year. On a quarter-to-date basis, the improvement in net interest margin from prior year resulted principally from growth in earning asset yields, due in part to a more positively sloped yield curve, which outpaced the rise in cost of funds. Net interest income was $42.9 million for the nine months ended September 30, 2007, down $2.3 million in comparison to the same period in the prior year. On a year-to-date basis, net interest margin was down 14 basis points to 3.45% versus 3.59% in the prior year. The flat-to-inverted interest rate yield curve, which prevailed throughout the first half of 2007, contributed to a reduced spread on asset transactions and caused nonpublic deposits to shift into higher cost certificates of deposits from lower cost deposit products in comparison to the prior year.

Noninterest income for the third quarter of 2007 included $1.1 million (pre and post-tax) in proceeds from corporate owned life insurance and the third quarter of 2006 included a $1.4 million (pre-tax) net gain from the sale of trust relationships.

The Company experienced an increase of $23.2 million in loans to $949.7 million at September 30, 2007, compared with $926.5 million at December 31, 2006. The increase reflects execution of the Company’s business plan to rebuild, in a disciplined manner, the commercial loan portfolio and grow its portfolio of consumer indirect auto loans.

Asset quality showed continued improvement as nonperforming assets totaled $9.9 million at September 30, 2007, down $7.1 million, or 42%, from December 31, 2006. However, net loan charge-offs increased to $829,000, or 0.35% of average loans (annualized) in the third quarter of 2007, compared with $418,000 or 0.18% of average loans (annualized) for the third quarter of 2006. Net loan charge-offs for the first nine months of 2007 were $1.2 million, or 0.17% of average loans (annualized), compared with $708,000, or 0.10% of average loans (annualized), for the same period in the prior year.

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, which are 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 consolidated financial statements. Future changes in information may affect these estimates, assumptions and judgments, which, in turn, may affect amounts reported in the consolidated 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, 2006, dated March 13, 2007, 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 consolidated 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, goodwill and defined benefit pension plan require particularly subjective or complex judgments important to the Company’s consolidated financial statements, results of operations, and, as such, are 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 the loan 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 nonaccruing 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 nonaccruing if repayment in full of principal and/or interest is uncertain.

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 are reasonably possible and may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity. During the fourth quarter of 2006, the Company evaluated goodwill for impairment using a discounted cash flow analysis and determined no impairment existed. There were no material events or transactions that occurred subsequent to that evaluation that indicates any impairment at the current period end.

Defined Benefit Pension Plan: Management is required to make various assumptions in valuing its defined benefit pension plan assets and liabilities. These assumptions include, but are not limited to, the expected long-term rate of return on plan assets, the weighted average discount rate used to value certain liabilities and the rate of compensation increase. The Company uses a third-party specialist to assist in making these estimates and assumptions. 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.

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 September 30,
(Dollars in thousands, except per share amounts)		2007				2006
Per common share data:
Net income - basic		$	0.44			$	0.43
Net income - diluted		$	0.44			$	0.43
Cash dividends declared		$	0.12			$	0.09
Book value		$	15.41			$	14.49
Tangible book value		$	11.98			$	11.11
Common shares outstanding:
Weighted average shares – basic			11,090,519				11,327,362
Weighted average shares – diluted			11,113,553				11,371,963
Period end			11,081,625				11,347,375
Performance ratios (annualized) and data:
Return on average assets			1.10	%			1.09	%
Return on average common equity			11.60	%			12.17	%
Return on average tangible common equity			15.03	%			16.04	%
Common dividend payout ratio			27.27	%			20.93	%
Net interest margin (tax-equivalent)			3.63	%			3.56	%
Efficiency ratio (1)			67.07	%			67.20	%
Full-time equivalent employees			636				640
Asset quality data:
Loans past due 90 days or more		$	—			$	—
Nonaccruing loans			8,295				12,804
Total nonperforming loans			8,295				12,804
Other real estate owned (ORE) and repossessed assets (repos)			1,625				1,551
Total nonperforming assets		$	9,920			$	14,355
Gross loan charge-offs		$	1,310			$	949
Net loan charge-offs		$	829			$	418
Allowance for loan losses		$	15,611			$	17,681
Asset quality ratios:
Nonperforming loans to total loans			0.87	%			1.36	%
Nonperforming assets to total loans, ORE and repos			1.04	%			1.52	%
Nonperforming assets to total assets			0.52	%			0.74	%
Allowance for loan losses to total loans			1.64	%			1.88	%
Allowance for loan losses to nonperforming loans			188	%			138	%
Net loan charge-offs to average loans (annualized)			0.35	%			0.18	%
Capital ratios:
Period-end common equity to total assets			8.97	%			8.42	%
Period-end tangible common equity to total tangible assets			7.12	%			6.58	%
Leverage ratio			9.23	%			8.87	%
Tier 1 risk-based capital ratio			15.71	%			15.33	%
Total risk-based capital ratio			16.96	%			16.58	%

Noninterest expense		$	14,609			$	14,593
Less: Other real estate expense			(283	)			(58	)
Amortization of other intangible assets			(77	)			(108	)
Net expense (numerator)		$	14,249			$	14,427
Net interest income		$	14,861			$	14,682
Plus: Tax-equivalent adjustment			1,190				1,174
Net interest income (tax-equivalent)			16,051				15,856
Plus: Noninterest income			6,334				6,979
Less: Net gain on sale of securities			(67	)			—
Less: Income from proceeds from corporate owned life insurance			(1,073	)			—
Less: Net gain on sale of trust relationships			—				1,365
Net revenue (denominator)		$	21,245			$	21,470

		At or For the Nine Months Ended September 30,
(Dollars in thousands, except per share amounts)		2007				2006
Per common share data:
Net income - basic		$	1.00			$	1.17
Net income - diluted		$	1.00			$	1.17
Cash dividends declared		$	0.33			$	0.25
Book value		$	15.41			$	14.49
Tangible book value		$	11.98			$	11.11
Common shares outstanding:
Weighted average shares – basic			11,197,895				11,326,482
Weighted average shares – diluted			11,231,347				11,357,678
Period end			11,081,625				11,347,375
Performance ratios (annualized) and data:
Return on average assets			0.86	%			0.99	%
Return on average common equity			9.00	%			11.35	%
Return on average tangible common equity			11.68	%			15.08	%
Common dividend payout ratio			33.00	%			21.37	%
Net interest margin (tax-equivalent)			3.45	%			3.59	%
Efficiency ratio (1)			69.45	%			68.60	%
Full-time equivalent employees			636				640
Asset quality data:
Gross loan charge-offs		$	2,972			$	3,139
Net loan charge-offs		$	1,202			$	708
Asset quality ratio:
Net loan charge-offs to average loans (annualized)			0.17	%			0.10	%
Capital ratios:
Period-end common equity to total assets			8.97	%			8.42	%
Period-end tangible common equity to total tangible assets			7.12	%			6.58	%
Leverage ratio			9.23	%			8.87	%
Tier 1 risk-based capital ratio			15.71	%			15.33	%
Total risk-based capital ratio			16.96	%			16.58	%

Noninterest expense		$	42,886			$	44,449
Less: Other real estate expense			(417	)			(188	)
Amortization of other intangible assets			(230	)			(323	)
Net expense (numerator)		$	42,239			$	43,938
Net interest income		$	42,869			$	45,173
Plus: Tax-equivalent adjustment			3,480				3,628
Net interest income (tax-equivalent)			46,349				48,801
Plus: Noninterest income			15,678				17,116
Less: Net gain on sale of securities			(118	)			—
Less: Income from proceeds from corporate owned life insurance			(1,073	)			(419	)
Less: Net gain on sale of commercial-related loans held for sale			—				(82	)
Less: Net gain on sale of trust relationships			(13	)			(1,365	)
Net revenue (denominator)		$	60,823			$	64,051

NET INCOME ANALYSIS

The following tables present, for the periods indicated, information regarding: (i) the average balance sheet; (ii) the amount of interest income from interest-earning assets and the resulting annualized yields (tax-exempt yields and tax-preferred yields on securities that qualify for the Federal dividend received deduction (“DRD”) have been adjusted to a tax-equivalent basis using the applicable Federal tax rate in each year); (iii) the amount of interest expense on interest-bearing liabilities and the resulting annualized rates; (iv) net interest income; (v) net interest rate spread; (vi) net interest income as a percentage of average interest-earning assets (“net interest margin”); and (vii) the ratio of average interest-earning assets to average interest-bearing liabilities. Average balances are calculated using daily balances. Investment securities are at amortized cost for both held to maturity and available for sale securities. Loans include net unearned income, net deferred loan fees and costs and nonaccruing loans.

						For the Three Months Ended September 30,
						2007												2006
		Average				Interest				Annualized				Average				Interest				Annualized
		Outstanding				Earned/				Yield/				Outstanding				Earned/				Yield/
(Dollars in thousands)		Balance				Paid				Rate				Balance				Paid				Rate
Interest-earning assets:
Federal funds sold and interest-bearing deposits		$	12,552			$	168				5.32	%		$	39,574			$	518				5.19	%
Commercial paper due in less than 90 days			—				—				—	%			975				13				5.19	%
Investment securities:
Taxable			555,330				6,404				4.61	%			548,166				5,817				4.24	%
Tax-exempt			227,684				3,149				5.53	%			243,477				3,345				5.49	%
Tax-preferred			27,778				451				6.50	%			81				13				66.09	%
Total investment securities			810,792				10,004				4.94	%			791,724				9,175				4.64	%
Loans held for sale			528				9				6.73	%			570				9				6.56	%
Loans:
Commercial and agricultural			418,750				8,351				7.91	%			417,101				8,201				7.80	%
Residential real estate			166,589				2,736				6.57	%			164,272				2,681				6.53	%
Consumer indirect			122,055				2,130				6.92	%			101,252				1,636				6.41	%
Consumer direct and home equity			235,245				4,345				7.33	%			262,051				4,764				7.21	%
Total loans			942,639				17,562				7.40	%			944,676				17,282				7.27	%
Total interest-earning assets			1,766,511			$	27,743				6.25	%			1,777,519			$	26,997				6.05	%
Allowance for loans losses			(16,450	)											(18,653	)
Other noninterest-earning assets			140,608												143,244
Total assets		$	1,890,669											$	1,902,110
Interest-bearing liabilities:
Savings and money market		$	333,895			$	1,349				1.60	%		$	324,571			$	1,108				1.35	%
Interest-bearing demand			325,675				1,339				1.63	%			357,405				1,582				1.76	%
Certificates of deposit			663,845				7,740				4.63	%			650,712				6,801				4.15	%
Short-term borrowings			37,699				360				3.79	%			27,204				166				2.41	%
Long-term borrowings			35,911				472				5.21	%			70,608				1,052				5.91	%
Junior subordinated debentures			16,702				432				10.35	%			16,702				432				10.35	%
Total interest-bearing liabilities			1,413,727			$	11,692				3.28	%			1,447,202			$	11,141				3.06	%
Noninterest-bearing demand deposits			275,228												260,585
Other noninterest-bearing liabilities			17,156												17,750
Total liabilities			1,706,111												1,725,537
Shareholders’ equity			184,558												176,573
Total liabilities and shareholders’ equity		$	1,890,669											$	1,902,110
Net interest income (tax-equivalent)						$	16,051											$	15,856
Less: tax-exempt equivalent adjustment							1,071												1,171
Less: tax-preferred equivalent adjustment							119												3
Net interest income						$	14,861											$	14,682
Net interest rate spread											2.97	%											2.99	%
Net earning assets		$	352,784											$	330,317
Net interest margin (tax-equivalent)											3.63	%											3.56	%
Ratio of average interest-earning assets to average interest-bearing liabilities											124.95	%											122.82	%