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

(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:

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company 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 AS OF JULY 31, 2008
Common Stock, $0.01 par value		10,807,977 shares

 

 

FINANCIAL INSTITUTIONS, INC.
Form 10-Q
For the Quarterly Period Ended June 30, 2008

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Financial Condition (Unaudited) - at June 30, 2008 and December 31, 2007			3
Consolidated Statements of Income (Unaudited) - Three and six months ended June 30, 2008 and 2007			4
Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income (Unaudited) - Six months ended June 30, 2008			5
Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2008 and 2007			6
Notes to Consolidated Financial Statements (Unaudited)			7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			34
ITEM 4. Controls and Procedures			34
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			35
ITEM 1A. Risk Factors			35
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
ITEM 4. Submission of Matters to a Vote of Security Holders			36
ITEM 6. Exhibits			37
Signatures			39
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		June 30,				December 31,
(Dollars in thousands, except share and per share data)		2008				2007
ASSETS
Cash and cash equivalents:
Cash and due from banks		$	60,640			$	45,165
Federal funds sold and interest-bearing deposits in other banks			2,409				1,508
Total cash and cash equivalents			63,049				46,673
Securities available for sale, at fair value			669,752				695,241
Securities held to maturity, at amortized cost (fair value of $56,609 and $59,902, respectively)			56,508				59,479
Loans held for sale			926				906
Loans			1,010,749				964,173
Less: Allowance for loan losses			16,038				15,521
Loans, net			994,711				948,652
Premises and equipment, net			33,893				34,157
Goodwill			37,369				37,369
Other assets			39,240				35,399
Total assets		$	1,895,448			$	1,857,876
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand		$	288,258			$	286,362
Interest-bearing demand, savings and money market			710,607				681,953
Certificates of deposit			596,890				607,656
Total deposits			1,595,755				1,575,971
Short-term borrowings			51,977				25,643
Long-term borrowings			20,786				25,865
Junior subordinated debentures issued to unconsolidated subsidiary trust			16,702				16,702
Other liabilities			21,230				18,373
Total liabilities			1,706,450				1,662,554
Shareholders’ equity:
3% cumulative preferred stock, $100 par value, 10,000 authorized shares, 1,586 shares issued and outstanding			159				159
8.48% cumulative preferred stock, $100 par value, 200,000 authorized shares, 174,223 shares issued and outstanding			17,422				17,422
Common stock, $0.01 par value, 50,000,000 authorized shares, 11,348,122 shares issued and outstanding			113				113
Additional paid-in capital			24,320				24,778
Retained earnings			159,946				158,744
Accumulated other comprehensive (loss) income			(4,650	)			667
Treasury stock, at cost - 435,510 and 336,971 shares, respectively			(8,312	)			(6,561	)
Total shareholders’ equity			188,998				195,322
Total liabilities and shareholders’ equity		$	1,895,448			$	1,857,876

See accompanying notes to the consolidated financial statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		Three months ended								Six months ended
		June 30,								June 30,
(Dollars in thousands, except per share amounts)		2008				2007				2008				2007
Interest income:
Interest and fees on loans		$	16,400			$	16,932			$	33,128			$	33,559
Interest and dividends on investment securities			7,942				8,952				16,176				17,379
Other interest income			194				574				504				1,326
Total interest income			24,536				26,458				49,808				52,264
Interest expense:
Deposits			7,419				11,338				16,655				22,101
Short-term borrowings			132				153				284				322
Long-term borrowings			366				483				733				969
Junior subordinated debentures			432				432				864				864
Total interest expense			8,349				12,406				18,536				24,256
Net interest income			16,187				14,052				31,272				28,008
Provision (credit) for loan losses			1,358				(153	)			2,074				(153	)
Net interest income after provision (credit) for loan losses			14,829				14,205				29,198				28,161
Noninterest income:
Service charges on deposits			2,518				2,767				5,018				5,336
ATM and debit card			856				724				1,608				1,344
Broker-dealer fees and commissions			401				347				860				730
Loan servicing			232				243				418				449
Net gain on sale of loans held for sale			92				116				256				276
Net gain (loss) on investment securities			(3,744	)			51				(3,571	)			51
Net gain on sale of other assets			115				31				152				101
Corporate owned life insurance			27				29				46				49
Other			435				298				889				1,008
Total noninterest income			932				4,606				5,676				9,344
Noninterest expense:
Salaries and employee benefits			8,169				8,008				16,605				16,362
Occupancy and equipment			2,567				2,450				5,147				4,898
Computer and data processing			580				589				1,161				1,046
Professional fees and services			480				577				1,037				1,072
Supplies and postage			437				402				878				840
Advertising and promotions			283				464				433				684
Amortization of other intangible assets			76				76				153				153
Other			1,793				1,782				3,244				3,221
Total noninterest expense			14,385				14,348				28,658				28,276
Income before income taxes			1,376				4,463				6,216				9,229
Income tax expense (benefit)			(255	)			1,020				806				2,171
Net income		$	1,631			$	3,443			$	5,410			$	7,058
Earnings per common share (note 3):
Basic		$	0.12			$	0.27			$	0.43			$	0.56
Diluted		$	0.12			$	0.27			$	0.43			$	0.56

See accompanying notes to the 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				Income (Loss)				Stock				Equity
Balance at January 1, 2008		$	159			$	17,422			$	113			$	24,778			$	158,744			$	667			$	(6,561	)		$	195,322
Purchase 157,828 shares of common stock			—				—				—				—				—				—				(2,899	)			(2,899	)
Issue 51,500 shares of common stock — restricted stock awards			—				—				—				(998	)			—				—				998				—
Amortization of unvested stock-based compensation			—				—				—				552				—				—				—				552
Issue 1,877 shares of common stock — exercised stock options, net of tax			—				—				—				(10	)			—				—				36				26
Issue 5,912 shares of common stock — directors retainer			—				—				—				(2	)			—				—				114				112
Cumulative effect of adoption of EITF 06-04			—				—				—				—				(284	)			—				—				(284	)
Comprehensive income:
Net income			—				—				—				—				5,410				—				—				5,410
Net unrealized loss on securities available for sale, net of tax			—				—				—				—				—				(3,114	)			—				(3,114	)
Reclassification adjustment for net loss on securities available for sale included in net income, net of tax			—				—				—				—				—				(2,189	)			—				(2,189	)
Defined benefit pension plan, net of tax			—				—				—				—				—				4				—				4
Postretirement benefit plan, net of tax			—				—				—				—				—				(18	)			—				(18	)
Other comprehensive loss																															(5,317	)
Total comprehensive income																															93
Cash dividends declared:
3% Preferred — $1.50 per share			—				—				—				—				(2	)			—				—				(2	)
8.48% Preferred — $4.24 per share			—				—				—				—				(739	)			—				—				(739	)
Common — $0.29 per share			—				—				—				—				(3,183	)			—				—				(3,183	)
Balance at June 30, 2008		$	159			$	17,422			$	113			$	24,320			$	159,946			$	(4,650	)		$	(8,312	)		$	188,998

See accompanying notes to the consolidated financial statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

		Six months ended June 30,
(Dollars in thousands)		2008				2007
Cash flows from operating activities:
Net income		$	5,410			$	7,058
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,955				1,962
Net amortization (accretion) of premiums and discounts on investment securities			293				(155	)
Provision (credit) for loan losses			2,074				(153	)
Amortization of unvested stock-based compensation			552				421
Deferred income tax (benefit) expense			(1,078	)			332
Proceeds from sale of loans held for sale			21,194				20,170
Originations of loans held for sale			(20,958	)			(20,334	)
Net loss (gain) on investment securities			3,571				(51	)
Net gain on sale of loans held for sale			(256	)			(276	)
Net gain on sale and disposal of other assets			(152	)			(101	)
Decrease in other assets			346				1,586
(Decrease) increase in other liabilities			(1,267	)			357
Net cash provided by operating activities			11,684				10,816
Cash flows from investing activities:
Purchase of investment securities:
Available for sale			(255,479	)			(182,924	)
Held to maturity			(27,823	)			(31,063	)
Proceeds from principal payments, maturities and calls on investment securities:
Available for sale			224,420				144,372
Held to maturity			30,902				19,984
Proceeds from sale of securities available for sale			47,545				14,275
Net loan originations			(48,688	)			(15,843	)
Proceeds from sales of other assets			903				688
Purchase of premises and equipment			(1,650	)			(1,988	)
Net cash used in investing activities			(29,870	)			(52,499	)
Cash flows from financing activities:
Net increase (decrease) in deposits			19,784				(647	)
Net increase (decrease) in short-term borrowings			26,334				(9,789	)
Repayment of long-term borrowings			(5,079	)			(1,028	)
Purchase of preferred and common shares			(2,899	)			(3,986	)
Issuance of common shares			112				105
Stock options exercised			26				174
Excess tax benefit from stock options exercised			—				8
Dividends paid			(3,716	)			(2,897	)
Net cash provided by (used in) financing activities			34,562				(18,060	)
Net increase (decrease) in cash and cash equivalents			16,376				(59,743	)
Cash and cash equivalents, beginning of period			46,673				109,772
Cash and cash equivalents, end of period		$	63,049			$	50,029
Supplemental disclosure of cash flow information:
Cash paid for interest		$	19,422			$	22,124
Cash paid for income taxes			1,755				2,321
Supplemental disclosure of noncash investing and financing activities:
Real estate and other assets acquired in settlement of loans		$	555			$	1,081
Dividends declared and unpaid			2,013				1,600
Net increase in unsettled security purchases			3,618				1,060

See accompanying notes to the consolidated financial statements.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

(1.) BASIS OF PRESENTATION

Financial Institutions, Inc. (“FII”), a financial 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 its New York State-chartered Five Star Bank (100% owned) (“FSB” or the “Bank”). In addition, FII’s business operations include a broker-dealer subsidiary, Five Star Investment Services, Inc. (100% owned) (“FSIS”). During the second quarter of 2008, FII received Federal Reserve Bank (“FRB”) approval for an election to reinstate its status as a financial holding company under the Gramm-Leach-Bliley Act, which permits FII to engage in business activities that are financial in nature or incidental to financial activity.

FII formed the FISI Statutory Trust I (100% owned) (the “Trust”) in February 2001 to facilitate the private placement of $16.2 million in capital securities (“trust preferred securities”). FII capitalized the Trust with a $502 thousand investment in the Trust’s common securities. The Trust is a variable interest entity as defined by Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities,” and, as such, the Trust is accounted for as an unconsolidated subsidiary. Therefore, the Company’s consolidated statements of financial position reflect the $16.7 million in junior subordinated debentures as a liability and the $502 thousand investment in the Trust’s common securities is included in other assets.

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, 2008. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as of December 31, 2007, dated March 11, 2008, as filed with the Securities and Exchange Commission. The consolidated financial information included herein combines the results of operations, the assets, liabilities and shareholders’ equity of FII and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

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. Current market conditions increase the risk and uncertainty associated with these estimates and assumptions and, although management uses its best judgment, actual results could differ from those estimates. Material estimates that are particularly susceptible to near-term change are the allowance for loan losses and the valuation of the investment securities portfolio.

Amounts in the prior periods’ consolidated financial statements are reclassified when necessary to conform to the current period’s presentation.

(2.) RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement of Financial Accounting Standards (“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 adopted this statement on January 1, 2008 and the required disclosures are included in Note 4.

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. 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 of SFAS No. 158 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.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

In September 2006, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue 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 adopted this statement on January 1, 2008 and recorded a liability (included in other liabilities in the consolidated statement of financial position) of $284 thousand and a corresponding cumulative-effect adjustment to retained earnings as disclosed in the consolidated statement of changes in shareholders’ equity and other comprehensive income.

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 adopted this statement on January 1, 2008 and did not elect the SFAS No. 159 fair value option for any of its financial assets or liabilities, therefore the adoption did not have an impact on its consolidated financial position, consolidated results of operations, or liquidity.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations (revised — 2007).” SFAS No. 141(R) is a revision to previously existing guidance on accounting for business combinations. The statement retains the fundamental concept of the purchase method of accounting and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests. The Company is required to adopt this statement for its fiscal year beginning after December 15, 2008. The Company plans to adopt this statement on January 1, 2009 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity. However, the adoption may have a significant impact if the Company makes future acquisitions.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 160 requires that noncontrolling interests be reported as stockholders equity and establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary as long as that ownership change does not result in deconsolidation. The Company is required to adopt this statement for its fiscal year beginning after December 15, 2008. The Company plans to adopt this statement on January 1, 2009 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133.” The statement requires enhanced disclosures regarding the use of derivative instruments, the accounting for derivative instruments under SFAS No. 133 and related interpretations, and the impact of derivative instruments and related hedged items on financial position, financial performance, and cash flows, particularly from a risk perspective. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company plans to adopt this statement on January 1, 2009 and does not expect adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In April 2008, the FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” was issued, which amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. The Company is required to adopt this statement for its fiscal year beginning after December 15, 2008. The Company plans to adopt this statement on January 1, 2009 and does not expect the adoption to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. SFAS No. 162 is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect adoption of this statement to have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

(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 excluding unvested restricted stock. 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								Six months ended
		June 30,								June 30,
(Dollars and shares in thousands, except per share amounts)		2008				2007				2008				2007
Net income		$	1,631			$	3,443			$	5,410			$	7,058
Less: Preferred stock dividends			370				371				741				742
Net income available to common shareholders		$	1,261			$	3,072			$	4,669			$	6,316
Weighted average number of common shares used to calculate basic earnings per common share			10,879				11,189				10,909				11,252
Add: Effect of common stock equivalents			49				34				42				39
Weighted average number of common shares used to calculate diluted earnings per common share			10,928				11,223				10,951				11,291
Earnings per common share:
Basic		$	0.12			$	0.27			$	0.43			$	0.56
Diluted		$	0.12			$	0.27			$	0.43			$	0.56

There were approximately 392,000 and 386,000 weighted average common stock equivalents from outstanding stock options for the three and six months ended June 30, 2008, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive. There were approximately 296,000 and 283,000 weighted average stock options for the three and six months ended June 30, 2007, respectively, that were not considered in the calculation of diluted earnings per share since their effect would have been anti-dilutive.

(4.) FAIR VALUE ACCOUNTING

Effective January 1, 2008, the Company adopted SFAS No. 157, which defines fair value, establishes a consistent framework for measuring fair value and expands the disclosure requirements related to fair value measurements. SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In accordance with FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” the Company delayed the application of SFAS No. 157 for nonfinancial assets, such as goodwill, and nonfinancial liabilities until January 1, 2009.

Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. SFAS No. 157 requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Accordingly, the Company applied the following fair value hierarchy:

Level 1 Inputs — Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value. An active market is a market in which transactions occur for the item to be fair valued with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Inputs — Level 2 inputs are inputs other than quoted prices included within Level 1 inputs that are observable either directly or indirectly. These inputs include: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, such as when there are few transactions for the asset or liability, the prices are not current, price quotations vary substantially over time or in which little information is released publicly; (c) Inputs other than quoted prices that are observable for the asset or liability; and (d) Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs — Level 3 inputs are unobservable inputs for an asset or liability. These inputs should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

When determining the fair value measurements for assets required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. Nevertheless, certain assets are not actively traded in observable markets and the Company must use alternative valuation techniques to derive a fair value measurement.

The Company measures or monitors certain of its assets on either a recurring or nonrecurring fair value basis. Fair value is used on a recurring basis for securities available for sale, as fair value is the primary basis of accounting for these securities. Additionally, fair value is used on a nonrecurring basis to evaluate certain assets for impairment. Examples of these nonrecurring uses of fair value include: loans held for sale, mortgage servicing assets, collateral dependent impaired loans, other real estate owned (“ORE”) and repossessed assets.

Assets measured and recorded at fair value on a recurring basis as of June 30, 2008 are summarized as follows:

		Assets Measured and Recorded at Fair Value
(Dollars in thousands)		Total				Level 1				Level 2				Level 3
Securities available for sale		$	669,752			$	725			$	638,219			$	30,808

The following table shows a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs for the six months ended June 30, 2008:

		Fair Value Measurements
		Using Significant
(Dollars in thousands)		Unobservable Inputs
Securities available for sale (level 3), beginning of period		$	—
Transfers into level 3			33,850
Sale			(1,000	)
Unrealized losses included in other comprehensive income			(2,042	)
Securities available for sale (level 3), end of period		$	30,808

Assets measured and recorded at fair value on a nonrecurring basis during the six months ended June 30, 2008 are summarized as follows:

		Assets Measured and Recorded at Fair Value
(Dollars in thousands)		Total				Level 1				Level 2				Level 3
Impaired loans (collateral dependent)		$	470			$	—			$	470			$	—
ORE and repossessed assets			953				—				953				—

The amount of total gains or losses included in earnings attributable to assets measured at fair value on a nonrecurring basis during the six months ended June 30, 2008 was not significant.

The following summarizes the valuation technique for assets measured and recorded at fair value:

Securities available for sale. Fair value is generally based on quoted market prices or quoted market prices for similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques for which the determination of fair value may require significant judgment or estimation. The securities valued using unobservable inputs were the auction-rate preferred equity securities as the financial and capital markets have experienced significant dislocation and illiquidity in regard to this type of instrument and there is currently no secondary market for this type of security. The Company obtained third-party dealer quotes that were derived by the dealer obtaining price quotes for identical preferred equity securities not held in a trust and adjusting those prices to reflect the rate-capped and leverage components of the trust structure of the instruments owned by the Company.

Impaired loans (collateral dependent). Fair value is determined based upon estimates of the value of the collateral underlying the impaired loans.

ORE and repossessed assets. Fair value is determined based on third party appraisals of comparable property or valuation guides at the time title to the property is obtained.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

(5.) INVESTMENT SECURITIES

The amortized cost and fair value of investment securities are summarized below:

		June 30, 2008
		Amortized				Unrealized				Unrealized				Fair
(Dollars in thousands)		Cost				Gains				Losses				Value
Securities available for sale:
U.S. Government agency and GSE obligations		$	89,200			$	363			$	294			$	89,269
Mortgage-backed securities			384,791				1,285				6,261				379,815
Other asset-backed securities			32,207				21				4,409				27,819
State and municipal obligations			139,773				1,742				199				141,316
Equity securities			33,246				375				2,088				31,533
Total available for sale securities		$	679,217			$	3,786			$	13,251			$	669,752
Securities held to maturity:
State and municipal obligations		$	56,508			$	423			$	322			$	56,609

		December 31, 2007
		Amortized				Unrealized				Unrealized				Fair
(Dollars in thousands)		Cost				Gains				Losses				Value
Securities available for sale:
U.S. Government agency and GSE obligations		$	158,920			$	344			$	324			$	158,940
Mortgage-backed securities			297,798				832				2,758				295,872
Other asset-backed securities			34,115				55				972				33,198
State and municipal obligations			171,294				1,568				261				172,601
Equity securities			33,930				700				—				34,630
Total available for sale securities		$	696,057			$	3,499			$	4,315			$	695,241
Securities held to maturity:
State and municipal obligations		$	59,479			$	431			$	8			$	59,902

Included in mortgage-backed securities are collateralized mortgage obligations with an amortized cost and fair value of $126.2 million and $122.9 million at June 30, 2008, and an amortized cost and fair value of $137.1 million and $135.9 million at December 31, 2007.

For the six months ended June 30, 2008, proceeds from sales of securities available for sale were $47.5 million, gross realized gains were $223 thousand and gross realized losses were $3.8 million. Realized losses included a valuation write-down for impaired securities of $3.8 million recorded in the second quarter of 2008. For the six months ended June 30, 2007, proceeds from sales of securities available for sale were $14.3 million, gross realized gains were $51 thousand with no gross losses.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

The following tables show the investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2008 and December 31, 2007.

		June 30, 2008
		Less than 12 months								12 months or longer								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
(Dollars in thousands)		Value				Losses				Value				Losses				Value				Losses
Securities available for sale:
U.S. Government agency and GSE obligations		$	37,198			$	294			$	—			$	—			$	37,198			$	294
Mortgage-backed securities			198,651				4,835				32,860				1,426				231,511				6,261
Other asset-backed securities			15,133				3,165				9,178				1,244				24,311				4,409
State and municipal obligations			19,594				198				184				1				19,778				199
Equity securities			19,243				2,088				—				—				19,243				2,088
Total available for sale securities			289,819				10,580				42,222				2,671				332,041				13,251
Securities held to maturity:
State and municipal obligations			16,403				322				—				—				16,403				322
Total temporarily impaired securities		$	306,222			$	10,902			$	42,222			$	2,671			$	348,444			$	13,573

		December 31, 2007
		Less than 12 months								12 months or longer								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
(Dollars in thousands)		Value				Losses				Value				Losses				Value				Losses
Securities available for sale:
U.S. Government agency and GSE obligations		$	18,287			$	45			$	64,937			$	279			$	83,224			$	324
Mortgage-backed securities			38,479				398				170,532				2,360				209,011				2,758
Other asset-backed securities			26,418				971				808				1				27,226				972
State and municipal obligations			701				17				45,657				244				46,358				261
Total available for sale securities			83,885				1,431				281,934				2,884				365,819				4,315
Securities held to maturity:
State and municipal obligations			7,153				4				875				4				8,028				8
Total temporarily impaired securities		$	91,038			$	1,435			$	282,809			$	2,888			$	373,847			$	4,323

Securities are evaluated periodically to determine whether a decline in their fair value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable. Once a decline in fair value is determined to be other than temporary the cost basis of the security is reduced through a charge to earnings and included in net gain (loss) on investment securities in the consolidated statement of income.

Based upon an evaluation performed as of June 30, 2008, the Company recorded an impairment charge of $3.8 million ($2.3 million, net of tax) related to four securities in the investment portfolio considered to be other-than-temporarily impaired (“OTTI”) at June 30, 2008. The OTTI determination related to two privately issued whole loan collateralized mortgage obligations with exposure to sub-prime mortgages and two pooled trust preferred securities with exposure to banking institutions impacted by recent disruptions facing the financial industry.

The Company has both the ability and intent to hold debt securities in an unrealized loss position until such time as the value recovers or the securities mature and management believes that the unrealized losses on debt securities at June 30, 2008 represent temporary impairments. Also, at June 30, 2008, the Company’s equity securities were in an unrealized loss position for a short duration and the Company has the ability and intent to hold these securities until market recovery. Therefore, management has determined that the unrealized losses on equity securities at June 30, 2008 are temporary.

Further deterioration in credit quality and/or a continuation of the current imbalances in liquidity that exist in the marketplace might adversely effect the fair values of the Company’s investment portfolio and will increase the potential that certain unrealized losses will be designated as other than temporary in future periods and that the Company will incur additional write-downs in the future.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

(6.) LOANS

Loans outstanding, including net unearned income and net deferred fees and costs of $8.2 million and $5.9 million as of June 30, 2008 and December 31, 2007, respectively, are summarized as follows:

		June 30,				December 31,
(Dollars in thousands)		2008				2007
Commercial		$	140,745			$	136,780
Commercial real estate			250,872				245,797
Agricultural			45,231				47,367
Residential real estate			172,396				166,863
Consumer indirect			177,967				134,977
Consumer direct and home equity			223,538				232,389
Total loans			1,010,749				964,173
Allowance for loan losses			(16,038	)			(15,521	)
Total loans, net		$	994,711			$	948,652

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

Parts of the country have experienced a significant decline in real estate values that has led, in some cases, to the debt on the real estate exceeding the value of the real estate. Generally, the Western and Central New York State markets the Company serves have not experienced, to this point, such conditions. Should deterioration in real estate values in the markets we serve occur, the value and liquidity of real estate securing the Company’s loans could become impaired. While the Company is not engaged in the business of sub-prime lending, a decline in the value of residential or commercial real estate could have a material adverse effect on the value of property used as collateral for our loans.

Adverse changes in the economy may have a negative effect on the ability of borrowers to make timely loan payments, which could have a negative impact on earnings.

(7.) 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 on a net of tax basis through accumulated other 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 plan was closed to new participants effective December 31, 2006. Only employees hired on or before December 31, 2006 and who met the participation requirements on or before January 1, 2008 are eligible to receive benefits.

Net periodic pension cost consists of the following components:

		Three months ended								Six months ended
		June 30,								June 30,
(Dollars in thousands)		2008				2007				2008				2007
Service cost		$	364			$	374			$	728			$	749
Interest cost on projected benefit obligation			390				368				780				736
Expected return on plan assets			(523	)			(477	)			(1,046	)			(954	)
Amortization of unrecognized loss			—				8				—				16
Amortization of unrecognized prior service cost			3				3				6				6
Net periodic pension cost		$	234			$	276			$	468			$	553

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, 2008; however the Company is considering making a discretionary contribution to the pension plan during 2008.

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

Postretirement Benefit Plan

Prior to December 31, 2001, an entity acquired by the Company 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 the acquired entity and the retiree shared the cost. The plan’s eligibility requirements were amended in 2001 to curtail eligible benefit payments to only retired employees and active participants who were fully vested under the Plan.

(8.) 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 $320.6 million and $273.4 million were contractually available as of June 30, 2008 and December 31, 2007, respectively, and are not reflected in the consolidated statements of financial condition (unaudited). 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 $7.2 million and $7.3 million as of June 30, 2008 and December 31, 2007, respectively. As of June 30, 2008, 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.

(9.) 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.

The Company awarded grants of 51,500 restricted shares to eleven key officers during the six months ended June 30, 2008. The market price of the restricted shares on the date of grant was $19.22. Both a performance requirement and a service requirement must be satisfied before the participant becomes vested in the shares. The performance period for the awards is the Company’s fiscal year ending on December 31, 2008. The Company granted 22,000 stock options to directors during the six months ended June 30, 2008, with a weighted average grant date fair value of $6.22.

The following table presents the expense associated with the amortization of unvested stock compensation included in the consolidated statements of income (unaudited) for the periods indicated.

		Three months ended								Six months ended
		June 30,								June 30,
(Dollars in thousands)		2008				2007				2008				2007
Stock options:
Management Stock Incentive Plan (1)		$	80			$	78			$	179			$	171
Director Stock Incentive Plan (2)			9				179				16				200
Total amortization of unvested stock options			89				257				195				371
Restricted stock awards:
Management Stock Incentive Plan (1)			138				26				357				50
Total amortization of unvested restricted stock awards			138				26				357				50
Total amortization of unvested restricted stock compensation		$	227			$	283			$	552			$	421

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

(10.) INCOME TAXES

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) effective January 1, 2007. There was no cumulative effect adjustment related to the adoption of FIN 48. As of December 31, 2007, the Company’s unrecognized tax benefits totaled $50 thousand, of which $32 thousand would impact the Company’s effective tax rate, if recognized or reversed. The unrecognized tax benefit was associated with a New York State (“NYS”) examination of the Company’s 2002 through 2005 tax years that remained in process as of December 31, 2007. During February 2008, the NYS examination was concluded and the taxes and related accrued interest were paid consistent with the amounts accrued as discussed above. As of June 30, 2008, there is no unrecognized tax benefit or corresponding accrued interest and penalties. The 2006 and 2007 tax years remain subject to examination for both the Federal and New York State tax jurisdictions.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, especially in Management’s Discussion and Analysis of Financial Condition and Results of Operation, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions are intended to identify “forward-looking statements” and may include:

	•		Statements regarding our business plans, and prospects;
	•		Statements of our goals, intentions and expectations;
	•		Statements regarding our growth and operating strategies;
	•		Statements regarding the quality of our loan and investment portfolios; and
	•		Estimates of our risks and future costs and benefits.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. Some of the risks and uncertainties that may affect the operations, performance, development and results of the Company’s business, the interest rate sensitivity of its assets and liabilities, and the adequacy of its allowance for loan losses, include but are not limited to those described in Item 1A of the Company’s 2007 Annual Report on Form 10-K and the following:

	•		Significantly increased competition between depository and other financial institutions;
	•		Changes in the interest rate environment or yield curve that reduces our margins or the fair value of financial instruments;
	•		General economic conditions, either nationally or in our market areas, that are worse than expected;
	•		Declines in the value of real estate, equipment, livestock and other assets serving as collateral for our loans outstanding, which could affect our allowance for loan losses;
	•		Legislative or regulatory changes that adversely affect our business;
	•		Adverse conditions in the securities markets, including those related to the financial condition of significant issuers in our investment portfolio;
	•		Changes in consumer spending, borrowing and savings habits;
	•		Changes in accounting policies and practices, as generally accepted in the United States of America; and
	•		Actions taken by regulators with jurisdiction over the Company or its subsidiaries.