SYRACUSE, N.Y., Oct. 29, 2012 /PRNewswire/ -- Alliance Financial Corporation ("Alliance" or the "Company") (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income for the quarter ended September 30, 2012 of $2.3 million or $0.48 per diluted common share, compared with $3.7 million or $0.77 per diluted common share in the year-ago quarter and $2.9 million or $0.61 per diluted common share in the second quarter of 2012. Securities gains in the third quarter of 2011, when netted against a fixed asset write-down, totaled $472,000 after tax or $0.10 per share. Third quarter results for 2012 included costs associated with the recently announced acquisition of the Company by NBT Bancorp Inc. ("NBT") of $598,000 after tax or $0.13 per share.

Net income for the nine months ended September 30, 2012 was $7.8 million or $1.64 per diluted share, compared with $10.5 million or $2.20 per diluted share in the first nine months of 2011.

On October 8, NBT and Alliance announced that they entered into a definitive agreement under which Alliance will merge with and into NBT. The merger is valued at approximately $233.4 million and is expected to close in early 2013 subject to customary closing conditions, including receipt of regulatory approvals and approvals by NBT and Alliance stockholders. Under the terms of the merger agreement, each outstanding share of Alliance common stock will be converted into the right to receive 2.1779 shares of NBT common stock upon completion of the merger. The transaction is valued at $48.00 per Alliance share based on NBT's average closing stock price of $22.04 for the five-day trading period ending on October 5, 2012.

Jack H. Webb, President and CEO of Alliance said, "Throughout the first nine months of this year, our core business units have effectively executed our organic growth strategy resulting in increased originations in all of our business lines in 2012."

Net interest income decreased $1.0 million and $3.5 million in the three and nine month periods ended September 30, 2012, respectively, compared with the year-ago periods due to the continuing pressure on our net interest margin caused by the exceptionally low interest rate environment, which was partially mitigated by strong loan growth.

Balance Sheet Highlights
Total assets were $1.4 billion at September 30, 2012, which was an increase of $23.2 million from June 30, 2012. Total loans and leases (net of unearned income) increased $7.9 million from the previous quarter to $906.4 million at September 30, 2012.

Loan origination volumes in the third quarter increased $27.0 million, or 45%, to $86.5 million, compared with $59.5 million in the year-ago quarter on increased demand in each of our commercial, residential mortgage and indirect lending businesses.

Commercial loans and mortgages decreased $8.6 million in the third quarter and totaled $274.5 million at September 30, 2012, as a $4.9 million decrease in existing lines of credit offset a solid quarter of new loan production. Originations of commercial loans and mortgages in the third quarter (excluding lines of credit) totaled $12.5 million, compared with $10.3 million in the year-ago quarter.

Residential mortgages outstanding increased $6.6 million in the third quarter to $327.5 million. Originations of residential mortgages totaled $38.9 million in the third quarter of 2012, compared with $30.5 million in the year-ago quarter. Alliance retained in portfolio approximately $17.7 million of the third quarter originations that were bi-weekly payment mortgages or monthly payment mortgages with maturities of 15 years or less.

Indirect auto loan balances were $199.4 million at the end of the third quarter, which was an increase of $10.7 million from the end of the second quarter of 2012. Alliance originated $33.7 million of indirect auto loans in the third quarter, compared with $17.9 million in the year-ago quarter. The increase in originations this year is attributable to a change in the Company's rate structure designed to increase its market share without lowering its underwriting standards, along with the implementation of an electronic application system. Alliance originates auto loans through a network of reputable, well established automobile dealers located in central and western New York. Applications received through the Company's indirect lending program are subject to the same comprehensive underwriting criteria and procedures as employed in its direct lending programs.

The Company's investment securities portfolio totaled $343.2 million at September 30, 2012 which was unchanged from June 30, 2012. The Company's portfolio is comprised entirely of investment grade securities, the majority of which are rated "AAA" by one or more of the nationally recognized rating agencies. The breakdown of the securities portfolio at September 30, 2012 was 77.1% government-sponsored entity-guaranteed mortgage-backed securities, 21.5% municipal securities and 0.4% obligations of U.S. government-sponsored corporations. Mortgage-backed securities, which totaled $264.6 million at September 30, 2012, are comprised primarily of pass-through securities backed by conventional residential mortgages and guaranteed by Fannie-Mae, Freddie-Mac or Ginnie Mae, which in turn are backed by the U.S. government. The Company's municipal securities portfolio, which totaled $74.0 million at the end of the third quarter, is primarily comprised of highly rated general obligation bonds issued by local municipalities in New York State. Net unrealized gains on our securities portfolio totaled $12.4 million at the end of the third quarter.

Deposits increased $19.8 million in the third quarter, and were $1.1 billion at September 30, 2012. Low-cost transaction accounts comprised 77.1% of total deposits at the end of the third quarter, compared with 75.7% at June 30, 2012. Alliance's liability mix remained favorably weighted towards transaction accounts in the third quarter as retail and municipal depositors continue to prefer transaction accounts over time accounts in the low interest rate environment, and also because of the buildup of cash on commercial customers' balance sheets.

Shareholders' equity was $148.4 million at September 30, 2012, compared with $146.8 million at the end of the second quarter. Net income for the quarter increased shareholders' equity by $2.3 million and was partially offset by common stock dividends declared of $1.5 million or $0.32 per common share.

The Company's Tier 1 leverage ratio was 9.43% and its total risk-based capital ratio was 15.79% at the end of the third quarter. The Company's tangible common equity capital ratio (a non-GAAP financial measure) was 7.85% at September 30, 2012.

Asset Quality and the Provision for Credit Losses
Delinquent loans and leases (including non-performing) totaled $10.1 million at September 30, 2012, compared with $12.6 million at June 30, 2012 and $17.0 million at December 31, 2011. The largest decline in delinquent loans in the third quarter occurred in loans delinquent 90 days or more or on non-accrual status, which declined $2.6 million or 38.4%.

Non-performing assets were $5.1 million or 0.35% of total assets at September 30, 2012, compared with $6.7 million or 0.47% of total assets at June 30, 2012 and $11.7 million or 0.83% of total assets at December 31, 2011. The decline in non-performing assets in the third quarter resulted primarily from non-accrual loans returning to accrual status as a result of satisfactory payment performance, charge-offs and pay-offs of non-performing loans. Included in non-performing assets at the end of the third quarter are non-performing loans and leases totaling $4.1 million, compared with $6.7 million at June 30, 2012 and $11.3 million at December 31, 2011.

Conventional residential mortgages comprised $2.3 million (37 loans) or 56.1% of non-performing loans and leases, and commercial loans and mortgages totaled $1.1 million (17 loans) or 26.4% of non-performing loans and leases at the end of the third quarter.

Net charge-offs were $409,000 and $2.0 million in the three and nine months ended September 30, 2012, respectively, compared with $139,000 and $499,000 in the year-ago periods. Charge-offs for the third quarter included a $365,000 write down of a $1.3 million commercial relationship to the real estate collateral's estimated fair value, which was foreclosed on and transferred to other real estate owned in the third quarter. This commercial relationship was placed on non-performing status in the third quarter of 2011, with a total outstanding balance at that time of $3.6 million. As was previously disclosed in the Company's 2011 Form 10-K and quarterly reports on Form 10-Q, the Company recorded write-downs on this relationship totaling $2.3 million between the fourth quarter of 2011 and the second quarter of 2012. Net charge-offs annualized equaled 0.18% and 0.30%, respectively, of average loans and leases during the three months and nine months ended September 30, 2012, compared with 0.06% and 0.08% in the year-ago periods, respectively. Gross charge-offs were $621,000 and recoveries were $212,000 in the third quarter of 2012.

No provision for credit losses was recorded in the third quarter compared to a negative provision expense of $300,000 in the second quarter, and provision expense of $750,000 in the year-ago quarter. Alliance assesses a number of quantitative and qualitative factors at the individual portfolio level in determining the adequacy of the allowance for credit losses and the required provision expense each quarter. In addition, Alliance analyzes certain broader, non-portfolio specific factors in assessing the adequacy of the allowance for credit losses, such as the allowance as a percentage of total loans and leases, the allowance as a percentage of non-performing loans and leases and the provision expense as a percentage of net charge-offs. In doing so, a portion of the allowance has been considered "unallocated", which means it is not based on either quantitative or qualitative factors, but on the broader, non-portfolio specific factors mentioned above. At September 30, 2012, $698,000 or 8.2% of the allowance for credit losses was considered to be "unallocated," compared to $991,000 or 9% at December 31, 2011. Consistent with the improvement in the Company's asset quality metrics and net charge-off levels in recent quarters (excluding the charge-offs related to the $3.6 million commercial relationship discussed above), the relative level of unallocated allowance to the total allowance has trended downward each quarter in 2012. Absent any material deterioration in credit quality or material growth in the loan and lease portfolio, some portion of this "unallocated" allowance may be reduced by future probable credit losses, which would have the effect of lowering the amount of provision expense relative to net charge-offs compared with past quarters, which was the case in the third quarter of 2012.

The provision for credit losses as a percentage of net charge-offs was 0% in the third quarter compared with 540% in the year-ago quarter. The provision for credit losses as a percentage of net charge-offs was not meaningful in the second quarter of 2012 due to the negative provision that was recorded in that quarter. The high level of provision as a percentage of net charge-offs in the third quarter of 2011 resulted primarily from the establishment of an impairment allowance on the $3.6 million commercial relationship previously discussed.

The allowance for credit losses was $8.5 million at September 30, 2012, compared with $8.9 million at June 30, 2012 and $10.8 million at December 31, 2011. The ratio of the allowance for credit losses to total loans and leases was 0.94% at September 30, 2012, compared with 0.99% at June 30, 2012 and 1.24% at December 31, 2011. The ratio of the allowance for credit losses to non-performing loans and leases was 207% at September 30, 2012, compared with 134% at June 30, 2012 and 96% at December 31, 2011.

Net Interest Income
Net interest income totaled $10.0 million in the three months ended September 30, 2012, compared with $11.0 million in the year-ago quarter, and $10.0 million in the second quarter of 2012. The tax-equivalent net interest margin decreased 25 basis points in the third quarter compared with the year-ago quarter due to the effect of persistently low interest rates on the Company's interest-earning assets. The net interest margin decreased 3 basis points from the second to the third quarter of 2012 with most of the decrease attributable to the net effect of interest income recognition on non-accrual loans.

The net interest margin on a tax-equivalent basis was 3.23% in the third quarter of 2012, compared with 3.48% in the year-ago quarter and 3.26% in the second quarter of 2012. The decrease in the net interest margin compared with the third quarter of 2011 was the result of a decrease in the tax-equivalent earning asset yield of 55 basis points in the third quarter compared with the year-ago quarter, which was partially offset by a decrease in the cost of interest-bearing liabilities of 33 basis points over the same period. On a linked-quarter basis, the decline in our earning-assets yield was 9 basis points in the third quarter, which was offset by a 6 basis point drop in the cost of our interest-bearing liabilities.

Average interest-earning assets were $1.3 billion in the third quarter, which was a decrease of 2.6% from the year-ago quarter and equaled the second quarter of 2012. Most of the decline from the year-ago quarter occurred in our securities portfolio, with the average balance down 24% due to our decision to temporarily shrink the portfolio in the second half of 2011 due to the very low yields available on the types of securities in which we invest. Average loans and leases increased $25.2 million or 2.9% in the third quarter compared with the year-ago quarter as growth in our average commercial loan and consumer loan portfolios offset lower average lease balances. Total average loans and leases were 69.8% of total interest-earning assets in the third quarter of 2012, compared with 66.1% in the year-ago quarter and 68.4% in the second quarter of 2012.

Net interest income for the nine months ended September 30, 2012 totaled $29.8 million, which was down $3.5 million or 10.5% compared with the year-ago period. The tax equivalent net interest margin was 3.24% for the nine months ended September 30, 2012, compared with 3.49% for the first nine months of 2011. The tax-equivalent earning asset yield decreased 49 basis points in the first nine months of 2012 compared with the year-ago period, which was partially offset by a decrease of 26 basis points in the cost of interest-bearing liabilities over the same period.

Average interest-earning assets were $1.3 billion in the first nine months of 2012, which was a decrease of 3.5% from the first nine months of 2011. The changes in the average balances of securities and loans for the first nine months of 2012 compared with the year-ago period were similar to that as discussed above for the third quarter. Total average loans and leases were 68.4% of total interest-earning assets in the first nine months of 2012, compared with 65.8% in the year-ago period.

Net interest margin is expected to remain under pressure in coming quarters as the persistently low interest rate environment continues to negatively affect the return on loan and investment portfolios, while the ability to further reduce funding costs is limited.

Non-Interest Income and Non-Interest Expenses
Non-interest income was $4.6 million in the third quarter of 2012, compared with $5.9 million in the third quarter of 2011 and $4.5 million in the second quarter of 2012. The Company did not sell securities in the third quarter of 2012 and therefore gains on sales of investment securities decreased $1.3 million compared with the third quarter of 2011. Gains on the sale of loans were $263,000 higher than the third quarter of 2011 due to higher volumes of mortgages originated and sold in 2012.

Non-interest income totaled $13.6 million in the first nine months of 2012, compared with $14.9 million for the same period in the prior year. The $1.4 million decrease from the prior year period resulted from the decrease in gains on sales of securities and other non-interest income partly offset by a $593,000 increase in gains on the sale of loans.

Non-interest income (excluding gains on securities sales) accounted for 31.5% of total revenue in the third quarter of 2012, compared with 29.5% in the year-ago quarter. Non-interest income (excluding gains on securities sales) accounted for 31.3% of total revenue in the first nine months of 2012, compared with 29.0% in the year-ago period.

Non-interest expenses were $11.7 million in the quarter ended September 30, 2012, compared with $11.1 million in the year-ago quarter and $11.0 million in the second quarter of 2012. Merger related costs (pre-tax) of $991,000 were accrued in the third quarter and are included in professional fees. Other operating expenses in the third quarter of 2011 included a $555,000 write-down of a vacant bank-owned building to its estimated fair value. Non-interest expenses were $33.6 million in the nine months ended September 30, 2012, compared with $32.9 million in the first nine months of 2011.

The Company's efficiency ratio was 80.6% in the third quarter of 2012, compared with 71.5% in the year-ago quarter. The Company's efficiency ratio was 77.5% in the nine months ended September 30, 2012, compared with 70.2% in the year-ago period. Excluding the merger related costs, the efficiency ratio was 73.8% and 75.2%, respectively, for the three and nine month period ending September 30, 2012. Excluding the fixed asset write-down, the efficiency ratio was 67.9% and 69.1%, respectively, for the three and nine month period ending September 30, 2011.

The Company's effective tax rate was 19.1% and 22.1% for the three and nine months ended September 30, 2012, respectively, compared with 27.1% and 26.3% in the year-ago periods, respectively. The decrease in our effective tax rate from 2011 was due to a higher level of tax-exempt income as a percentage to total taxable income.

About Alliance Financial Corporation
Alliance Financial Corporation is a financial holding company with Alliance Bank, N.A. as its principal subsidiary that provides retail, commercial and municipal banking, and trust and investment services through 29 offices in Cortland, Madison, Oneida, Onondaga and Oswego counties. Alliance also operates an investment management administration center in Buffalo, N.Y. and an equipment lease financing company, Alliance Leasing, Inc.

Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of Alliance Financial Corporation. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: an increase in competitive pressure in the banking industry; changes in the interest rate environment which may affect the net interest margin; changes in the regulatory environment; general economic conditions, either nationally or regionally, resulting, among other things, in a deterioration in credit quality; changes in business conditions and inflation; changes in the securities markets; changes in technology used in the banking business; our ability to maintain and increase market share and control expenses; increases in FDIC insurance premiums may cause earnings to decrease; and other risks set forth under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and in subsequent filings with the Securities and Exchange Commission.

    Contact:                 Alliance Financial Corporation
                             J. Daniel Mohr, Executive Vice President and CFO
                             (315) 475-4478


                                                                 Alliance Financial Corporation
                                                          Consolidated Statements of Income (Unaudited)

                                                                                                         Three months ended                    Nine months ended
                                                                                                           September 30,                         September 30,
                                                                                                           -------------                         -------------
                                                                                                             2012                   2011                   2012       2011
                                                                                                             ----                   ----                   ----       ----
                                                                                                            (Dollars in thousands, except share and per share
                                                                                                                                  data)
    Interest income:
    Loans, including fees                                                                                  $9,727                $10,448                $29,270    $31,731
    Federal funds sold and interest bearing deposits                                                           28                      -                    103          5
    Securities                                                                                              2,224                  3,613                  7,286     11,081
                                                                                                            -----                  -----                  -----     ------
    Total interest income                                                                                  11,979                 14,061                 36,659     42,817

    Interest expense:
    Deposits:
      Savings accounts                                                                                         30                     54                     85        166
      Money market accounts                                                                                   249                    377                    779      1,271
      Time accounts                                                                                           812                  1,404                  2,843      4,337
      NOW accounts                                                                                             30                     49                     96        179
                                                                                                              ---                    ---                    ---        ---
    Total                                                                                                   1,121                  1,884                  3,803      5,953

    Borrowings:
      Repurchase agreements                                                                                   210                    206                    622        619
      FHLB advances                                                                                           524                    816                  1,920      2,486
      Junior subordinated obligations                                                                         170                    158                    514        473
                                                                                                              ---                    ---                    ---        ---
    Total interest expense                                                                                  2,025                  3,064                  6,859      9,531

    Net interest income                                                                                     9,954                 10,997                 29,800     33,286
    Provision for credit losses                                                                                 -                    750                   (300)     1,110
                                                                                                              ---                    ---                   ----      -----
    Net interest income after provision for credit losses                                                   9,954                 10,247                 30,100     32,176

    Non-interest income:
    Investment management income                                                                            1,831                  1,948                  5,636      5,850
    Service charges on deposit accounts                                                                     1,074                  1,194                  3,167      3,299
    Card-related fees                                                                                         688                    687                  2,059      2,039
    Income from bank-owned life insurance                                                                     250                    258                    742        769
    Gain on the sale of loans                                                                                 508                    245                  1,214        621
    Gain on the sale of securities                                                                              -                  1,325                      -      1,325
    Other non-interest income                                                                                 233                    262                    767      1,037
                                                                                                              ---                    ---                    ---      -----
    Total non-interest income                                                                               4,584                  5,919                 13,585     14,940

    Non-interest expense:
    Salaries and employee benefits                                                                          5,761                  5,573                 17,103     16,407
    Occupancy and equipment expense                                                                         1,770                  1,833                  5,365      5,479
    Communication expense                                                                                     153                    124                    469        448
    Office  supplies and postage expense                                                                      298                    283                    905        868
    Marketing expense                                                                                         152                    193                    651        673
    Amortization of intangible asset                                                                          222                    241                    665        722
    Professional fees                                                                                       1,615                    736                  3,220      2,420
    FDIC insurance premium                                                                                    216                     49                    642        844
    Other operating expense                                                                                 1,526                  2,107                  4,598      5,080
                                                                                                            -----                  -----                  -----      -----
    Total non-interest expense                                                                             11,713                 11,139                 33,618     32,941

    Income before income tax expense                                                                        2,825                  5,027                 10,067     14,175
    Income tax expense                                                                                        540                  1,360                  2,224      3,723
                                                                                                              ---                  -----                  -----      -----
    Net income                                                                                             $2,285                 $3,667                 $7,843    $10,452
                                                                                                           ======                 ======                 ======    =======

    Share and Per Share Data
    Basic average common shares outstanding                                                             4,702,294              4,667,355              4,700,624  4,664,070
    Diluted average common shares outstanding                                                           4,702,294              4,673,908              4,700,624  4,671,688
    Basic earnings per common share                                                                         $0.48                  $0.77                  $1.64      $2.20
    Diluted earnings per common share                                                                       $0.48                  $0.77                  $1.64      $2.20
    Cash dividends declared                                                                                 $0.32                  $0.31                  $0.94      $0.91


                                  Alliance Financial Corporation
                             Consolidated Balance Sheets (Unaudited)

                                           September 30, 2012         December 31, 2011
                                           ------------------         -----------------
                                          (Dollars in thousands,
                                        except share and per share
                                                  data)
    Assets
    Cash and due from banks                                  $88,703                  $52,802
    Securities available-
     for-sale                                                343,211                  374,306
    Federal Home Loan Bank
     of NY ("FHLB") Stock
     and                                                       7,983                    8,478
      Federal Reserve Bank
       ("FRB") Stock
    Loans and leases held
     for sale                                                    359                    1,217
    Total loans and leases,
     net of unearned income                                  906,383                  872,721
    Less allowance for
     credit losses                                            (8,483)                 (10,769)
                                                              ------                  -------
    Net loans and leases                                     897,900                  861,952

    Premises and equipment,
     net                                                      16,879                   17,541
    Accrued interest
     receivable                                                4,134                    3,960
    Bank-owned life
     insurance                                                30,172                   29,430
    Goodwill                                                  30,844                   30,844
    Intangible assets, net                                     7,029                    7,694
    Other assets                                              18,826                   20,866
                                                              ------                   ------
    Total assets                                          $1,446,040               $1,409,090
                                                          ==========               ==========

    Liabilities and
     shareholders' equity
    Liabilities:
    Deposits:
        Non-interest bearing                                $212,437                 $185,736
        Interest bearing                                     913,966                  897,329
                                                             -------                  -------
    Total deposits                                         1,126,403                1,083,065

    Borrowings                                               127,134                  136,310
    Accrued interest payable                                     723                    1,578
    Other liabilities                                         17,628                   18,366
    Junior subordinated
     obligations issued to                                    25,774                   25,774
       unconsolidated
        subsidiary trusts

    Total liabilities                                      1,297,662                1,265,093

    Shareholders' equity:
    Common stock                                               5,104                    5,092
    Surplus                                                   47,651                   47,147
    Undivided profits                                        103,225                   99,879
    Accumulated other
     comprehensive income                                      4,808                    3,951
    Directors' stock-based
     deferred compensation
     plan                                                     (3,754)                  (3,416)
    Treasury stock                                            (8,656)                  (8,656)
                                                              ------                   ------
    Total shareholders'
     equity                                                  148,378                  143,997
                                                             -------                  -------
    Total liabilities and
     shareholders' equity                                 $1,446,040               $1,409,090
                                                          ==========               ==========


    Common shares
     outstanding                                           4,782,185                4,769,241
    Book value per common
     share                                                    $31.03                   $30.19
    Tangible book value per
     common share                                             $23.11                   $22.11


                                                                  Alliance Financial Corporation
                                                             Consolidated Average Balances (Unaudited)

                                                                                                        Three months ended                    Nine months ended
                                                                                                                                              September 30,
                                                                                                           September 30,
                                                                                                           -------------
                                                                                                             2012                  2011                  2012         2011
                                                                                                             ----                  ----                  ----         ----
                                                                                                                        (Dollars in thousands)
    Earning assets:
    Federal funds sold and interest bearing deposits                                                      $50,376                $3,311               $58,175       $8,124
    Securities(1)                                                                                         338,102               444,208               347,000      447,467
    Loans and leases receivable:
       Residential real estate loans(2)                                                                   325,720               331,977               319,769      331,727
       Commercial loans                                                                                   146,208               134,508               145,993      130,540
       Commercial real estate loans                                                                       128,719               120,059               127,336      118,615
       Leases, net of unearned income(2)                                                                   12,391                30,990                16,854       35,255
       Indirect loans                                                                                     194,717               162,439               179,188      167,649
       Other consumer loans                                                                                88,522                91,087                88,608       90,596
                                                                                                           ------                ------                ------       ------
    Loans and leases receivable, net of unearned income                                                   896,277               871,060               877,748      874,382
                                                                                                          -------               -------               -------      -------
    Total earning assets                                                                                1,284,755             1,318,579             1,282,923    1,329,973

    Non-earning assets                                                                                    138,176               132,081               136,870      129,827
                                                                                                          -------               -------               -------      -------
    Total assets                                                                                       $1,422,931            $1,450,660            $1,419,793   $1,459,800
                                                                                                       ==========            ==========            ==========   ==========

    Interest bearing liabilities:
    Interest bearing checking accounts                                                                   $155,062              $139,035              $152,660     $148,445
    Savings accounts                                                                                      117,732               108,969               113,275      106,527
    Money market accounts                                                                                 358,951               346,779               363,154      368,670
    Time deposits                                                                                         263,632               332,054               276,668      337,480
    Borrowings                                                                                            127,210               160,943               128,820      145,895
    Junior subordinated obligations issued to unconsolidated                                               25,774                25,774                25,774       25,774
      trusts

    Total interest bearing liabilities                                                                  1,048,361             1,113,554             1,060,351    1,132,791

    Non-interest bearing deposits                                                                         213,883               183,920               200,399      178,124
    Other non-interest bearing liabilities                                                                 16,083                15,957                16,545       15,814
                                                                                                           ------                ------                ------       ------
    Total liabilities                                                                                   1,278,327             1,313,431             1,277,295    1,326,729
    Shareholders' equity                                                                                  144,604               137,229               142,498      133,071
                                                                                                          -------               -------               -------      -------
    Total liabilities and shareholders' equity                                                         $1,422,931            $1,450,660            $1,419,793   $1,459,800
                                                                                                       ==========            ==========            ==========   ==========

                         (1)  The amounts shown are
                              amortized cost and
                              include FHLB and FRB
                              stock
                         (2)  Includes loans and leases
                              held for sale


                                                                                                                                            Alliance Financial Corporation
                                                                                                                               Investments, Loans and Leases, and Deposits (Unaudited)

    The following table sets forth the amortized cost and fair value of the Company's available-for-sale securities portfolio:

                                                                                         September 30, 2012                       June 30, 2012                        December 31, 2011
                                                                                         ------------------                       -------------                        -----------------
                                                                                           Amortized Cost                           Fair Value                             Amortized            Fair          Amortized           Fair
                                                                                                                                                                             Cost              Value            Cost             Value
                                                                                                                                                                             ----              -----            ----             -----
    Securities available-for-sale                                                                              (Dollars in thousands)
    Debt securities:
    Obligations of U.S. government-                                                                        $1,489                              $1,499                                   $1,614         $1,636             $3,134         $3,190
    sponsored corporations
    Obligations of states and                                                                              68,900                              73,959                                   69,067         73,692             77,541         82,299
    political subdivisions
    Mortgage-backed securities(1)                                                                         257,435                             264,583                                  256,882        263,376            279,393        285,706
                                                                                                          -------                             -------                                  -------        -------            -------        -------
    Total debt securities                                                                                 327,824                             340,041                                  327,563        338,704            360,068        371,195

    Stock investments:
    Mutual funds                                                                                            3,000                               3,170                                    3,000          3,145              3,000          3,111
                                                                                                            -----                               -----                                    -----          -----              -----          -----
    Total stock investments                                                                                                                                                              3,000          3,145              3,000          3,111

    Total available-for-sale                                                                             $330,824                            $343,211                                 $330,563       $341,849           $363,068       $374,306
                                                                                                         ========                            ========                                 ========       ========           ========       ========

     (1) Comprised of pass-through debt securities collateralized by conventional residential mortgages and guaranteed by either Fannie Mae, Freddie
         Mac or Ginnie Mae, which are, in turn, backed by the United States government.


     The following table sets forth the composition of the Company's loan and lease portfolio at the dates indicated:

                                                                                                 September 30, 2012                           June 30, 2012       December 31, 2011
                                                                                                 ------------------                           -------------       -----------------
                                                                                                       Amount                                    Percent               Amount               Percent        Amount             Percent
                                                                                                       ------                                    -------               ------               -------        ------             -------
     Loan portfolio composition                                                                                          (Dollars in thousands)
     Residential real estate loans                                                                                $327,454                                  36.3%                 $320,899           35.9%          $316,823           36.4%
     Commercial loans                                                                                              147,677                                  16.4%                  153,542           17.2%           151,420           17.4%
     Commercial real estate                                                                                        126,783                                  14.1%                  129,508           14.5%           126,863           14.6%
     Leases, net of unearned income                                                                                 11,811                                   1.3%                   13,563            1.5%            25,636            3.0%
     Indirect loans                                                                                                199,419                                  22.1%                  188,765           21.1%           158,813           18.3%
     Other consumer loans                                                                                           88,739                                   9.8%                   88,092            9.8%            89,776           10.3%
                                                                                                                    ------                                   ---                    ------            ---             ------           ----
     Total loans and leases                                                                                        901,883                                 100.0%                  894,369          100.0%           869,331          100.0%
                                                                                                                                                           =====                                    =====                             =====

     Net deferred loan costs                                                                                         4,500                                                           4,083                             3,390
     Allowance for credit losses                                                                                    (8,483)                                                         (8,892)                          (10,769)
                                                                                                                    ------                                                          ------                           -------
     Net loans and leases                                                                                         $897,900                                                        $889,560                          $861,952
                                                                                                                  ========                                                        ========                          ========



     The following table sets forth the composition of the Company's deposits at the dates indicated:

                                                                                                 September 30, 2012                           June 30, 2012       December 31, 2011
                                                                                                 ------------------                           -------------       -----------------
                                                                                                       Amount                                    Percent               Amount               Percent        Amount             Percent
                                                                                                       ------                                    -------               ------               -------        ------             -------
     Deposit composition                                                                                               (Dollars in thousands)
     Non-interest bearing checking                                                                                $212,437                                  18.9%                 $203,885           18.5%          $185,736           17.1%
     Interest bearing checking                                                                                     159,680                                  14.2%                  158,701           14.3%           145,885           13.5%
                                                                                                                   -------                                  ----                   -------           ----            -------           ----
     Total checking                                                                                                372,117                                  33.1%                  362,586           32.8%           331,621           30.6%

     Savings                                                                                                       115,229                                  10.2%                  116,664           10.5%           107,311            9.9%
     Money market                                                                                                  380,623                                  33.8%                  358,025           32.4%           330,000           30.5%
     Time deposits                                                                                                 258,434                                  22.9%                  269,297           24.3%           314,133           29.0%
                                                                                                                   -------                                  ----                   -------           ----            -------           ----
     Total deposits                                                                                             $1,126,403                                 100.0%               $1,106,572          100.0%        $1,083,065          100.0%
                                                                                                                ==========                                 =====                ==========          =====         ==========          =====


                                                                                                    Alliance Financial Corporation
                                                                                                       Asset Quality (Unaudited)
                                                                                                       ------------------------

    The following table represents a summary of delinquent loans and leases grouped by the number of days delinquent at the dates indicated:
    ----------------------------------------------------------------------------------------------------------------------------------------

    Delinquent loans and leases                                                                    September 30, 2012                 June 30, 2012         December 31, 2011
    ---------------------------                                                                    ------------------                 -------------         -----------------
                                                                                                                               $%(1)                        $%(1)                     $%(1)
                                                                                                                                ----                         ----                      ----
                                                                                                             (Dollars in thousands)
    30 days past due                                                                                                $4,152      0.46%                $5,220  0.58%             $5,202  0.60%
    60 days past due                                                                                                 1,812      0.20%                   732  0.08%                584  0.06%
    90 days past due and still accruing                                                                                  -         -                      -     -                   -     -
    Non-accrual                                                                                                      4,104      0.46%                 6,660  0.75%             11,261  1.30%
    Total                                                                                                          $10,068      1.12%               $12,612  1.41%            $17,047  1.96%
                                                                                                                   =======      ====                =======  ====             =======  ====

    (1)            As a percentage of total
                   loans and leases, excluding
                   deferred costs


    The following table represents information concerning the aggregate amount of non-performing assets:

    Non-performing assets                                                                                September 30, 2012                June 30, 2012        December 31, 2011
    ---------------------                                                                                ------------------                -------------        -----------------
                                                                                                             (Dollars in thousands)
    Non-accruing loans and leases
       Residential real estate loans                                                                                                $2,302               $2,549                    $3,062
       Commercial loans                                                                                                                579                1,464                     3,375
       Commercial real estate                                                                                                          505                1,879                     4,051
       Leases                                                                                                                           52                   74                       107
       Indirect loans                                                                                                                  220                  288                       293
       Other consumer loans                                                                                                            446                  406                       373
    Total non-accruing loans and leases                                                                                              4,104                6,660                    11,261
    Accruing loans and leases delinquent 90 days or more                                                                                 -                    -                         -
                                                                                                                                       ---                  ---                       ---
    Total non-performing loans and leases                                                                                            4,104                6,660                    11,261
    Other real estate and repossessed assets                                                                                           985                   51                       485
                                                                                                                                       ---                  ---                       ---
    Total non-performing assets                                                                                                     $5,089               $6,711                   $11,746
                                                                                                                                    ======               ======                   =======
    Troubled debt restructurings not included in above                                                                              $2,704               $2,133                    $1,653


    The following table summarizes changes in the allowance for credit losses arising from loans and leases charged off, recoveries on loans and leases previously charged off and additions to the allowance which have been charged to
     expense:

                                                                                                                                       Three months ended                Nine months ended
    Allowance for credit losses                                                                                                          September 30,                     September 30,
    ---------------------------                                                                                                          -------------                     -------------
                                                                                                                                         2012                  2011                 2012                 2011
                                                                                                                                         ----                  ----                 ----                 ----
                                                                                                                                                     (Dollars in thousands)
    Allowance for credit losses, beginning of period                                                                                   $8,892               $10,683              $10,769              $10,683

    Loans and leases charged-off                                                                                                         (621)                 (511)              (2,978)              (1,564)
    Recoveries of loans and leases previously charged-off                                                                                 212                   372                  992                1,065
                                                                                                                                          ---                   ---                  ---                -----
    Net loans and leases charged-off                                                                                                     (409)                 (139)              (1,986)                (499)

    Provision for credit losses                                                                                                             -                   750                 (300)               1,110
                                                                                                                                          ---                   ---                 ----                -----
    Allowance for credit losses, end of period                                                                                         $8,483               $11,294               $8,483              $11,294
                                                                                                                                       ======               =======               ======              =======


                                                                  Alliance Financial Corporation
                                                          Consolidated Financial Information (Unaudited)

                                                                                                         At or for the three months        At or for the nine months
    Key Ratios                                                                                               ended September 30,              ended September 30,
    ----------                                                                                               -------------------              -------------------
                                                                                                               2012                  2011                  2012       2011
                                                                                                               ----                  ----                  ----       ----
    Return on average assets                                                                                   0.64%                 1.01%                 0.74%      0.95%
    Return on average equity                                                                                   6.32%                10.69%                 7.34%     10.47%
    Return on average tangible equity                                                                          8.57%                14.91%                10.02%     14.83%
    Yield on earning assets                                                                                    3.86%                 4.41%                 3.95%      4.44%
    Cost of funds                                                                                              0.77%                 1.10%                 0.86%      1.12%
    Net interest margin (tax equivalent) (1)                                                                   3.23%                 3.48%                 3.24%      3.49%
    Non-interest income to total income (2)                                                                   31.54%                29.47%                31.31%     29.03%
    Efficiency ratio (3)                                                                                      80.56%                71.45%                77.49%     70.24%
    Common dividend payout ratio (4)                                                                          66.67%                40.26%                57.32%     41.36%

    Net loans and leases charged-off to average loans                                                          0.18%                 0.06%                 0.30%      0.08%
      and leases, annualized
    Provision for credit losses to average loans and                                                             -%                 0.34%               (0.05)%      0.17%
      leases, annualized
    Allowance for credit losses to total loans and leases                                                      0.94%                 1.30%                 0.94%      1.30%
    Allowance for credit losses to non-performing loans                                                       206.7%                 92.6%                206.7%      92.6%
      and leases
    Non-performing loans and leases to total loans and                                                         0.46%                 1.40%                 0.46%      1.40%
      leases
    Non-performing assets to total assets                                                                      0.35%                 0.90%                 0.35%      0.90%

     (1) Tax equivalent net interest income divided by average earning assets
     (2) Non-interest income (excluding net realized gains and losses on securities and other non-recurring gains and losses) divided
         by the sum of net interest income and non-interest income (as adjusted)
     (3) Non-interest expense divided by the sum of net interest income and non-interest income (as adjusted)
     (4) Cash dividends declared per share divided by diluted earnings per share


                                                                     Alliance Financial Corporation
                                                              Selected Quarterly Financial Data (Unaudited)

                                                                                                             2012                                 2011
                                                                                                             ----                                 ----
                                                                                    Third                                      Second                      First            Fourth            Third
                                                                                    -----                                      ------                      -----            ------            -----
                                                                                     (Dollars in thousands, except share and per share data)
    Interest income                                                                           $11,979                                    $12,217                   $12,463           $12,942          $14,061
    Interest expense                                                                            2,025                                      2,212                     2,622             2,928            3,064
                                                                                                -----                                      -----                     -----             -----            -----
    Net interest income                                                                         9,954                                     10,005                     9,841            10,014           10,997
    Provision for credit losses                                                                     -                                       (300)      ?                                 800              750
                                                                                                  ---                                       ----       ---                               ---              ---
    Net interest income after provision for credit losses                                       9,954                                     10,305                     9,841             9,214           10,247
    Other non-interest income                                                                   4,584                                      4,524                     4,476             5,062            5,919
    Other non-interest expense                                                                 11,713                                     11,016                    10,888            10,640           11,139
                                                                                               ------                                     ------                    ------            ------           ------
    Income before income tax expense                                                            2,825                                      3,813                     3,429             3,636            5,027
    Income tax expense                                                                            540                                        895                       790               791            1,360
                                                                                                  ---                                        ---                       ---               ---            -----
    Net income                                                                                 $2,285                                     $2,918                    $2,639            $2,845           $3,667
                                                                                               ======                                     ======                    ======            ======           ======

    Stock and related per share data
    Basic earnings per common share                                                             $0.48                                      $0.61                     $0.55             $0.60            $0.77
    Diluted earnings per common share                                                           $0.48                                      $0.61                     $0.55             $0.60            $0.77
    Basic weighted average common shares outstanding                                        4,702,294                                  4,700,992                 4,698,567         4,687,802        4,667,355
    Diluted weighted average common shares outstanding                                      4,702,294                                  4,700,992                 4,698,567         4,689,427        4,673,908
    Cash dividends paid per common share                                                        $0.32                                      $0.31                     $0.31             $0.31            $0.31
    Common dividend payout ratio (1)                                                            66.67%                                     50.82%                    56.36%            51.67%           40.26%
    Common book value                                                                          $31.03                                     $30.69                    $30.30            $30.19           $30.15
    Tangible common book value (2)                                                             $23.11                                     $22.73                    $22.30            $22.11           $21.99

    Capital Ratios
    Holding Company
    ---------------
    Tier 1 leverage ratio                                                                        9.43%                                      9.38%                     9.26%             9.09%            8.80%
    Tier 1 risk based capital                                                                   14.82%                                     14.74%                    14.99%            14.71%           14.42%
    Tier 1 risk based common capital (3)                                                        11.98%                                     11.89%                    12.05%            11.81%           11.52%
    Total risk based capital                                                                    15.79%                                     15.75%                    16.09%            15.97%           15.68%
    Tangible common equity to tangible assets(4)                                                 7.85%                                      7.85%                     7.75%             7.69%            7.50%

    Bank
    ----
    Tier 1 leverage ratio                                                                        8.86%                                      8.81%                     8.68%             8.50%            8.25%
    Tier 1 risk based capital                                                                   13.96%                                     13.86%                    14.10%            13.80%           13.58%
    Total risk based capital                                                                    14.94%                                     14.89%                    15.21%            15.05%           14.84%

    Selected ratios
    Return on average assets                                                                     0.64%                                      0.82%                     0.74%             0.80%            1.01%
    Return on average equity                                                                     6.32%                                      8.21%                     7.51%             8.19%           10.69%
    Return on average tangible common equity                                                     8.57%                                     11.22%                    10.33%            11.34%           14.91%
    Yield on earning assets                                                                      3.86%                                      3.95%                     4.04%             4.15%            4.41%
    Cost of funds                                                                                0.77%                                      0.83%                     0.98%             1.08%            1.10%
    Net interest margin (tax equivalent) (5)                                                     3.23%                                      3.26%                     3.22%             3.24%            3.48%
    Non-interest income to total income (6)                                                     31.54%                                     31.14%                    31.26%            33.58%           29.47%
    Efficiency ratio (7)                                                                        80.56%                                     75.52%                    76.05%            70.58%           71.45%

    Asset quality ratios
    Net loans and leases charged off to average loans                                            0.18%                                      0.08%                     0.66%             0.61%            0.06%
      and leases, annualized
    Provision for credit losses to average loans and                                                -                                     (0.14)%                        -              0.37%            0.34%
      leases, annualized
    Allowance for credit losses to total loans and leases                                        0.94%                                      0.99%                     1.08%             1.24%            1.30%
    Allowance for credit losses to non-performing loans                                         206.7%                                     133.5%                    105.0%             95.6%            92.6%
      and leases
    Non-performing loans and leases to total loans and leases                                    0.46%                                      0.74%                     1.03%             1.30%            1.40%
    Non-performing assets to total assets                                                        0.35%                                      0.47%                     0.65%             0.83%            0.90%

    (1) Cash dividends declared per common share divided by diluted earnings per common share
    (2) Common shareholders' equity less goodwill and intangible assets divided by common shares outstanding
    (3) Tier 1 capital excluding junior subordinated obligations issued to unconsolidated trusts divided by total risk-adjusted assets
    (4) The Company uses certain non-GAAP financial measures, such as the Tangible Common Equity to Tangible Assets ratio (TCE), to provide information for
        investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector. The
        Company believes TCE is useful because it is a measure utilized by regulators, market analysts and investors in evaluating a company's financial condition
        and capital strength. TCE, as defined by the Company, represents common equity less goodwill and intangible assets. A reconciliation from the Company's
        GAAP Total Equity to Total Assets ratio to the Non-GAAP Tangible Common Equity to Tangible Assets ratio is presented below:


                                    September 30, June 30, March 31, December 31, September 30,
                                                        2012       2012       2012       2011         2011
                                                        ----       ----       ----       ----         ----
                                     (Dollars in thousands)
    Total assets                                  $1,446,040 $1,422,838 $1,415,594 $1,409,090   $1,430,783
    Less:  Goodwill and intangible                    37,873     38,094     38,317     38,538       38,760
    assets, net

    Tangible assets (non-GAAP)                     1,408,167  1,384,744  1,377,277  1,370,552    1,392,023

    Total Common Equity                              148,378    146,844    144,992    143,997      143,137
    Less:  Goodwill and intangible                    37,873     38,094     38,317     38,538       38,760
    assets, net

    Tangible Common Equity (non-                     110,505    108,750    106,675    105,459      104,377
    GAAP)

    Total Equity/Total Assets                          10.26%     10.32%     10.24%     10.22%       10.00%
    Tangible Common Equity/Tangible                     7.85%      7.85%      7.75%      7.69%        7.50%
    Assets   (non-GAAP)

             (5)   Tax equivalent net interest
                   income divided by average
                   earning assets
                   Non-interest income (net
                   of realized gains and
                   losses on securities and
                   other non-recurring
                   items) divided by the sum
             (6)   of net interest
                   income and non-interest
                   income (as adjusted)
                   Non-interest expense
                   divided by the sum of net
                   interest income and non-
                   interest income (as
             (7)   adjusted)

SOURCE Alliance Financial Corporation