CHEMUNG CANAL TRUST COMPANY

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

[X] ANNUAL REPORT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - No Fee Required

For the Fiscal Year Ended: December 31, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - No Fee Required
For the transition period from _____to_____

Commission File Number: 0-13888

CHEMUNG CANAL TRUST COMPANY PROFIT SHARING, SAVINGS & INVESTMENT PLAN
(Full title of Plan)

CHEMUNG FINANCIAL CORPORATION
(Name of issuer of the securities held pursuant to the plan)

One Chemung Canal Plaza, P.O. Box 1522
Elmira, New York 14902
(607) 737-3711
(Address of principal executive offices)

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

ELMIRA, NEW YORK

AUDITED FINANCIAL STATEMENTS

SUPPLEMENTAL SCHEDULE

AND

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2007 AND 2006

 

 

 

 

 

 

 

 

 

CONTENTS

AUDITED FINANCIAL STATEMENTS

 

PAGE

     

Report of Independent Registered Public Accounting Firm

 

3

     

Statements of Net Assets Available for Benefits

 

4

     

Statements of Changes in Net Assets Available for Benefits

 

5

     

Notes to Financial Statements

 

6

     

SUPPLEMENTAL SCHEDULE

   
     

Form 5500 Schedule H Part IV:

   
     

Item 4i - Schedule of Assets Held for Investment Purposes

at End of Year - December 31, 2007

 

10

     
     

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Pension and Profit Sharing Committee
Chemung Canal Trust Company
Profit Sharing, Savings and Investment Plan

We have audited the accompanying statements of net assets available for benefits of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006 , and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes At End of Year, December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.

Elmira, New York
June 13, 2008

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2007

2006

ASSETS

Investments, at fair value:

Chemung Financial Corporation common stock

$ 4,578,436

$ 5,362,667

Chemung Canal Trust Company common trust funds:

Short-Term Bond Fund

619,195

972,027

Core Bond Fund

1,418,480

1,451,730

Core Growth Fund

1,872,882

1,812,276

Growth and Income Fund

1,333,160

1,276,518

Mutual funds:

AIM Small Cap Growth Fund

482,894

530,082

Artisan International Fund

700,300

698,501

Dodge & Cox International Stock Fund

733,156

-

Dodge & Cox Stock Fund

4,975,119

4,754,983

Federated Automated Cash Management

550,272

528,889

Federated Prime Obligations Fund

155,630

190,629

Federated Stock Trust Fund

241,136

248,296

Loomis Sayles Bond Fund

577,183

-

Nicholas Applegate International Growth Opportunities Fund

1,404,033

1,081,161

Vanguard Index Trust 500 Fund

1,026,535

888,467

Westport Select Cap Fund

777,548

657,937

TOTAL INVESTMENTS

21,445,959

20,454,163

Cash and cash equivalents

1,594

1,579

Accrued income receivable

42,613

40,008

Employer contribution receivable

255,468

223,041

NET ASSETS AVAILABLE

FOR BENEFITS

$21,745,634

$20,718,791

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31,

2007

2006

ADDITIONS

Additions to net assets attributed to:

Investment income:

Interest and dividends

$ 1,503,647

$ 686,303

Net (depreciation) appreciation in fair value of investments

(1,223,866)

1,793,592

279,781

2,479,895

Contributions:

Employer

255,468

223,041

Participant

992,677

807,534

Rollover

1,127,149

87,272

2,375,294

1,117,847

Other income

-

113

TOTAL ADDITIONS

2,655,075

3,597,855

DEDUCTIONS

Deductions from net assets attributed to:

Benefits paid to participants

1,628,232

1,427,371

TOTAL DEDUCTIONS

1,628,232

1,427,371

NET INCREASE

1,026,843

2,170,484

Net assets available for benefits

at beginning of year

20,718,791

18,548,307

NET ASSETS AVAILABLE FOR BENEFITS

AT END OF YEAR

$21,745,634

$20,718,791

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

NOTE A: DESCRIPTION OF PLAN

The following description of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a defined contribution plan which was restated in 1985 to incorporate 401(k) savings and investment provisions. Under the restated plan, investment accounts attributable to employer contributions made for plan years ended before January 1, 1985 were maintained. Withdrawal privileges continue on these assets with certain limitations on frequency and amount. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility
Participants are immediately eligible to make voluntary contributions. A participant is eligible for discretionary employer contributions after attainment of age 21 and completion of one year of eligibility service.

Vesting
Participants are immediately vested in all contributions and earnings thereon.

Contributions
Participants may contribute up to 70% of their current compensation, as defined, for investment in one or all of the available investment alternatives. Contributions are subject to certain Internal Revenue Service limitations in each year.

The Plan sponsor may match a percentage of the voluntary contributions made by an eligible participant up to 6% of the participant's current compensation, as defined. Prior to January 1, 2001, these matching contributions were invested in Chemung Financial Corporation common stock, except for participants age 50 or greater, for which these matching contributions were participant-directed. Subsequent to January 1, 2001, these matching contributions are completely participant-directed. Subsequent to January 1, 2004, employer matching contributions are discretionary and contributed annually as directed by the Board of Directors.

Additionally, the Plan sponsor may contribute amounts annually at the discretion of the Board of Directors. Prior to July 1, 2002, these discretionary contributions were invested in Chemung Financial Corporation common stock, except for participants age 50 or greater, for which these contributions were participant-directed. Subsequent to July 1, 2002, these contributions are completely participant-directed. The Plan sponsor has the right to discontinue such discretionary contributions at any time.

Payment of benefits
Upon termination of service, the participant's account is either maintained in the Plan, transferred to an individual retirement account in the participan's name, directly rolled over into a qualified retirement plan or paid to the participant in a lump sum.

NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting
The financial statements of the Plan are prepared under the accrual method of accounting.

Investment valuation and income recognition
The Trustee holds the Plan's investments and executes transactions therein. Investments in equity or debt securities, or mutual funds that are traded on national securities exchanges are valued at quoted market prices. Chemung Financial Corporation's common stock is inactively traded in the over-the-counter market. Its market price is determined by the Trustee based upon actual transactions reported by a brokerage firm that maintains a market in the stock. Units of participation in the Chemung Canal Trust Company common trust funds are valued based on the underlying quoted market value of the securities held by each fund. Purchases and sales of securities are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded as earned on the accrual basis.

Administrative expenses
The Plan sponsor has elected to pay certain administrative expenses of the Plan.

Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.

Payment of benefits
Benefits are recorded when paid.

 

NOTE C: INVESTMENTS

The following presents the fair value of investments and the net appreciation (depreciation) in fair value. Investments that represent 5% or more of the Plan's net assets are separately identified:

December 31, 2007

December 31, 2006

Net

appreciation

Net

(depreciation)

appreciation

in fair value

in fair value

during

Fair value

during

Fair value

the year

at end of year

the year

at end of year

Chemung Financial Corporation

common stock

$ (891,359)

$ 4,578,436

$ 461,469

$ 5,362,667

Chemung Canal Trust Company

common trust funds:

Short-Term Bond Fund

41,444

619,195

48,446

972,027

Core Bond Fund

73,033

1,418,480

65,977

1,451,730

Core Growth Fund

217,343

1,872,882

210,243

1,812,276

Growth and Income Fund

131,764

1,333,160

158,024

1,276,518

Mutual funds:

Dodge & Cox Stock Fund

(513,375)

4,975,119

450,478

4,754,983

Nicholas Applegate Intern'l Stock Fund

(242,496)

1,404,033

186,104

1,081,161

Other

(40,220)

5,244,654

212,851

3,742,801

$ (1,223,866)

$ 21,445,959

$ 1,793,592

$ 20,454,163

NOTE D: TAX STATUS

The Internal Revenue Service has determined and informed the Bank by a letter dated March 4, 2002, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE E: PLAN TERMINATION

Although it has not expressed any intent to do so, the Plan sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants have a fully vested interest in their accounts and their accounts will be paid to them as provided by the plan document.

NOTE F: TRANSACTIONS WITH PARTIES-IN-INTEREST

Chemung Canal Trust Company (the Bank), a wholly owned subsidiary of Chemung Financial Corporation, is the Plan sponsor and acts as trustee for the Plan's assets. In addition, the Plan invests in common trust funds managed by the Bank (representing 24% and 27% of net assets at December 31, 2007 and 2006, respectively) and Chemung Financial Corporation common stock (representing 21% and 26% of net assets at December 31, 2007 and 2006, respectively).

NOTE G: RISKS AND UNCERTAINTIES

The Plan invests in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the accompanying statements of net assets available for benefits.

 

 

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

SUPPLEMENTAL SCHEDULE

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
EIN: 16-0380815
PLAN #: 002

FORM 5500 SCHEDULE H PART IV

ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR - DECEMBER 31, 2007

(a)

(b)

(c)

(e)

Description of investment,

Party

including maturity date, rate of

in

Identity of issue, borrower,

interest, collateral, par or

Current

interest

lessor or similar party

maturity value

value

*

Chemung Financial Corporation

168,016 shares of common stock

$ 4,578,436

*

Chemung Canal Trust Company

common trust funds:

Short-Term Bond Fund

51,607 units

619,195

Core Bond Fund

113,779 units

1,418,480

Core Growth Fund

90,092 units

1,872,882

Growth and Income Fund

58,642 units

1,333,160

Mutual funds:

Federated Prime Obligations Fund

155,630 units

155,630

Federated Automated Cash Management

550,272 units

550,272

Federated Stock Trust Fund

9,172 units

241,136

Artisan International Fund

23,437 units

700,300

Dodge & Cox Stock Fund

35,984 units

4,975,119

Dodge & Cox International Stock Fund

15,931 units

733,156

Nicholas Applegate International

Growth Opportunities Fund

31,975 units

1,404,033

Vanguard Index Trust 500 Fund

7,596 units

1,026,535

Westport Select Cap Fund

33,357 units

777,548

AIM Small Cap Growth Fund

16,652 units

482,894

Loomis Sayles Bond Fund

39,587 units

577,183

TOTAL INVESTMENTS

$ 21,445,959

 

 

 

 

Note:   Certain cost information in column (d) is not required to be disclosed as
         investments are participant directed under an individual account plan.