SYRACUSE, N.Y., Jan. 28, 2013 /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 December 31, 2012 of $1.3 million or $0.28 per diluted common share, compared with $2.8 million or $0.60 per diluted common share in the year-ago quarter and $2.3 million or $0.48 per diluted common share in the third quarter of 2012. Expenses related to the pending acquisition of the Company by NBT Bancorp Inc. ("NBT") totaled $1.4 million after tax or $0.31 per share.

Net income for the year ended December 31, 2012 was $9.2 million or $1.92 per diluted share, compared with $13.3 million or $2.80 per diluted share in 2011. Expenses related to the Company's pending acquisition totaled $2.0 million after tax or $0.43 per share in 2012.

Jack H. Webb, President and CEO of Alliance said, "Our fourth quarter loan originations increased 6.6% over the fourth quarter of 2011, capping off a strong year of originations in 2012. Our core business units continue to effectively execute our business strategy of growing organically through meeting the credit needs of qualified borrowers in Central New York. In 2012, we supported the Central New York economy by providing approximately $362 million in loans to consumers and businesses in our markets."

Balance Sheet Highlights
Total assets were $1.4 billion at December 31, 2012. Loans and leases (net of unearned income) were $928.1 million at the end of 2012, representing growth of $21.7 million from September 30, 2012 and $55.4 million from the end of 2011. The growth in our loan portfolio was funded primarily through cash generated from amortization and maturities of investment securities.

Loan origination volumes in the fourth quarter increased $6.0 million, or 6.6%, to $97.0 million, compared with $91.0 million in the year-ago quarter on increased demand in each of our commercial and indirect lending businesses. Loan originations in 2012 totaled $361.9 million, compared with $255.3 million in 2011.

Commercial loans and mortgages increased $22.8 million in the fourth quarter and totaled $297.3 million at December 31, 2012. Originations of commercial loans and mortgages in the fourth quarter (excluding lines of credit) totaled $34.7 million, compared with $31.3 million in the year-ago quarter and $12.5 million in the third quarter of 2012. Originations in 2012 totaled $76.5 million compared with $75.9 million in 2011.

Residential mortgages outstanding totaled $329.0 million at December 31, 2012. Originations of residential mortgages totaled $38.2 million in the fourth quarter of 2012, compared with $40.8 million in the year-ago quarter. Originations in 2012 totaled $151.2 million compared with $107.5 million in 2011.

Indirect auto loan balances were $199.3 million at the end of the fourth quarter. Alliance originated $22.9 million of indirect auto loans in the fourth quarter, compared with $17.9 million in the year-ago quarter. Originations in 2012 totaled $129.6 million compared with $68.8 million in 2011. 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 $336.5 million at December 31, 2012. The securities portfolio decreased $37.8 million in 2012 as the Company reinvested cash flows from the portfolio in new loan originations, which provided higher yields than those on securities in which the Company typically invests. Net unrealized gains on our securities portfolio totaled $10.4 million at the end of the fourth quarter.

Deposits totaled $1.1 billion at December 31, 2012 and were relatively unchanged throughout 2012. Low-cost transaction accounts comprised 78.4% of total deposits at the end of the fourth quarter, compared with 77.1% at September 30, 2012 and 71.0% at December 31, 2011. Alliance's liability mix remained favorably weighted toward transaction accounts in the fourth 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 $146.9 million at December 31, 2012, compared with $148.4 million at the end of the third quarter. Net income for the quarter increased shareholders' equity by $1.3 million and was offset by common stock dividends declared of $1.5 million or $0.32 per common share.

The Company's Tier 1 leverage ratio was 9.37% and its total risk-based capital ratio was 15.27% at the end of the fourth quarter. The Company's tangible common equity capital ratio (a non-GAAP financial measure) was 7.98% at December 31, 2012.

Asset Quality and the Provision for Credit Losses
Delinquent loans and leases (including non-performing) totaled $12.2 million at December 31, 2012, compared with $10.1 million at September 30, 2012 and $17.0 million at December 31, 2011.

Non-performing assets were $5.5 million or 0.39% of total assets at December 31, 2012, compared with $5.1 million or 0.35% of total assets at September 30, 2012 and $11.7 million or 0.83% of total assets at December 31, 2011. The decline in non-performing assets in 2012 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 fourth quarter are non-performing loans and leases totaling $4.8 million, compared with $4.1 million at September 30, 2012 and $11.3 million at December 31, 2011.

Conventional residential mortgages comprised $2.5 million (43 loans) or 52.7% of non-performing loans and leases, and commercial loans and mortgages totaled $938,000 (16 loans) or 19.5% of non-performing loans and leases at the end of the fourth quarter.

There were $88,000 in net recoveries of loans previously charged-off in the fourth quarter of 2012 and net charge-offs were $1.9 million in the year ended December 31, 2012, compared with net charge-offs of $1.3 million and $1.8 in the year-ago periods, respectively. As was previously disclosed in the Company's 2012 quarterly reports on Form 10-Q, the Company recorded write-downs totaling $2.7 million on one commercial relationship between the fourth quarter of 2011 and the third quarter of 2012. Approximately $1.7 million or 51% of the gross charge-offs recognized in 2012 were on this one relationship, which was transferred to real estate owned at a net amount of $898,000 in the third quarter of 2012. Net charge-offs annualized equaled (0.04)% and 0.21%, respectively, of average loans and leases during the quarter and year ended December 31, 2012, compared with 0.61% and 0.21% in the year-ago periods, respectively.

No provision for credit losses was recorded in the fourth quarter of 2012, compared to provision expense of $800,000 in the year-ago quarter. A negative provision expense of $300,000 was recorded in 2012, compared to provision expense of $1.9 million in 2011. 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 December 31, 2012, $279,000 or 3% of the allowance for credit losses was considered to be "unallocated," compared to $698,000 or 8% at September 30, 2012 and $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 one commercial relationship discussed above), the relative level of unallocated allowance to the total allowance has trended downward 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 fourth quarter of 2012.

The provision for credit losses as a percentage of net charge-offs was 0% in the fourth quarter compared with 60% in the year-ago quarter. The provision for credit losses as a percentage of net charge-offs was not meaningful in the year-ended December 31, 2012 due to the negative provision that was recorded for the year. The provision for credit losses as a percentage of net charge-offs was 105% in 2011.

The allowance for credit losses was $8.6 million at December 31, 2012 compared with $8.5 million at September 30, 2012 and $10.8 million at December 31, 2011. The ratio of the allowance for credit losses to total loans and leases was 0.93% at December 31, 2012, compared with 0.94% at September 30, 2012 and 1.24% at December 31, 2011. The ratio of the allowance for credit losses to non-performing loans and leases was 178% at December 31, 2012, compared with 207% at September 30, 2012 and 96% at December 31, 2011.

Net Interest Income
Net interest income totaled $9.6 million in the three months ended December 30, 2012, compared with $10.0 million in the year-ago quarter and in the third quarter of 2012. The tax-equivalent net interest margin decreased 12 basis points in the fourth quarter compared with the year-ago quarter, and decreased 11 basis points from the third quarter of 2012 due to the effect of persistently low interest rates on the Company's interest-earning assets.

The net interest margin on a tax-equivalent basis was 3.12% in the fourth quarter of 2012, compared with 3.24% in the year-ago quarter and 3.23% in the third quarter of 2012. The decrease in the net interest margin compared with the fourth quarter of 2011 was the result of a decrease in the tax-equivalent earning asset yield of 43 basis points in the fourth quarter compared with the year-ago quarter, which was partially offset by a decrease in the cost of interest-bearing liabilities of 34 basis points over the same period. On a linked-quarter basis, the decline in our earning-assets yield was 14 basis points in the fourth quarter, which was offset by a 3 basis point drop in the cost of our interest-bearing liabilities.

Average interest-earning assets were $1.3 billion in the fourth quarter, which was relatively unchanged from the year-ago quarter and from the third quarter of 2012. The average balance of our securities portfolio decreased $43.4 million compared with the year-ago quarter, and was offset by a $40.5 million increase in the average balance of loans and leases as we reinvested cash flows from our securities portfolio in higher yielding loans. Total average loans and leases were 70.2% of total interest-earning assets in the fourth quarter of 2012, compared with 66.9% in the year-ago quarter and 69.8% in the third quarter of 2012.

Net interest income for the year ended December 31, 2012 totaled $39.4 million, which was down $3.9 million or 8.9% compared with 2011. The tax equivalent net interest margin was 3.21% in 2012, compared with 3.43% in 2011. The tax-equivalent earning asset yield decreased 48 basis points in 2012 compared with 2011, which was partially offset by a decrease of 28 basis points in the cost of interest-bearing liabilities over the same period.

Average interest-earning assets were $1.3 billion in 2012, which was a decrease of 2.6% from 2011. The changes in the average balances of securities and loans in 2012 compared with 2011 were similar to that as discussed above for the fourth quarter. Total average loans and leases were 68.9% of total interest-earning assets in 2012, compared with 66.1% in 2011.

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 $5.3 million in the fourth quarter of 2012, compared with $5.1 million in the fourth quarter of 2011 and $4.6 million in the third quarter of 2012. The increase resulted from proceeds from the settlement of a bank-owned life insurance contract during the fourth quarter of 2012.

Non-interest income totaled $18.9 million in 2012, compared with $20.0 million in 2011. The $1.2 million decrease from the prior year period resulted largely from $1.3 million in gains on sales of securities recognized in 2011, which were partly offset by a $526,000 increase in gains on the sale of loans during 2012.

Non-interest income (excluding gains on securities sales) accounted for 35.3% of total revenue in the fourth quarter of 2012, compared with 33.6% in the year-ago quarter. Non-interest income (excluding gains on securities sales) accounted for 32.3% of total revenue in 2012, compared with 30.1% in the year-ago period.

Non-interest expenses were $12.8 million in the fourth quarter of 2012, compared with $10.6 million in the year-ago quarter and $11.7 million in the third quarter of 2012. Merger related expenses (pre-tax) of $2.4 million and $991,000 were accrued in the fourth and third quarters of 2012, respectively. Non-interest expenses were $46.4 million in 2012, compared with $43.6 million in 2011. Merger related expenses totaled $3.4 million in 2012, and included $2.7 million for professional fees and $676,000 for employee related accruals for estimated severance payments, retention awards and merger related bonuses.

The Company's efficiency ratio was 86.0% in the fourth quarter of 2012, compared with 70.6% in the year-ago quarter. The Company's efficiency ratio was 79.7% in 2012, compared with 70.4% in 2011. Excluding merger related expenses and other non-recurring items, the efficiency ratio was 70.1% and 73.9%, respectively, for the quarter and year ended December 31, 2012.

The Company's effective tax rate was 35.5% and 24.4% for the quarter and year ended December 31, 2012, respectively, compared with 21.7% and 25.3% 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                   Twelve months ended
                                                                                                           December 31,                         December 31,
                                                                                                           ------------                         ------------
                                                                                                             2012                  2011                  2012         2011
                                                                                                             ----                  ----                  ----         ----
                                                                                                           (Dollars in thousands, except share and per share
                                                                                                                                 data)
    Interest income:
    Loans, including fees                                                                                  $9,501               $10,144               $38,772      $41,877
    Federal funds sold and interest bearing deposits                                                           33                    18                   136           22
    Securities                                                                                              2,058                 2,780                 9,343       13,860
                                                                                                            -----                 -----                 -----       ------
    Total interest income                                                                                  11,592                12,942                48,251       55,759

    Interest expense:
    Deposits:
      Savings accounts                                                                                         38                    43                   123          210
      Money market accounts                                                                                   260                   338                 1,038        1,609
      Time accounts                                                                                           720                 1,335                 3,564        5,673
      NOW accounts                                                                                             31                    49                   127          225
                                                                                                              ---                   ---                   ---          ---
    Total                                                                                                   1,049                 1,765                 4,852        7,717

    Borrowings:
      Repurchase agreements                                                                                   210                   206                   831          825
      FHLB advances                                                                                           523                   791                 2,445        3,279
      Junior subordinated obligations                                                                         164                   166                   677          638
                                                                                                              ---                   ---                   ---          ---
    Total interest expense                                                                                  1,946                 2,928                 8,805       12,459

    Net interest income                                                                                     9,646                10,014                39,446       43,300
    Provision for credit losses                                                                                 -                   800                  (300)       1,910
                                                                                                              ---                   ---                  ----        -----
    Net interest income after provision for credit losses                                                   9,646                 9,214                39,746       41,390

    Non-interest income:
    Investment management income                                                                            1,967                 1,895                 7,603        7,746
    Service charges on deposit accounts                                                                     1,110                 1,164                 4,277        4,463
    Card-related fees                                                                                         713                   664                 2,772        2,701
    Income from bank-owned life insurance                                                                     515                   250                 1,258        1,018
    Gain on the sale of loans                                                                                 595                   661                 1,809        1,283
    Gain on the sale of securities                                                                              -                     -                     -        1,325
    Other non-interest income                                                                                 367                   428                 1,132        1,466
                                                                                                              ---                   ---                 -----        -----
    Total non-interest income                                                                               5,267                 5,062                18,851       20,002

    Non-interest expense:
    Salaries and employee benefits                                                                          6,528                 5,494                23,631       21,902
    Occupancy and equipment expense                                                                         1,701                 1,804                 7,066        7,283
    Communication expense                                                                                     154                   151                   623          599
    Office  supplies and postage expense                                                                      277                   275                 1,182        1,142
    Marketing expense                                                                                         121                   225                   772          898
    Amortization of intangible asset                                                                          203                   222                   867          944
    Professional fees                                                                                       2,152                   667                 5,372        3,087
    FDIC insurance premium                                                                                    224                   217                   866        1,061
    Other operating expense                                                                                 1,465                 1,585                 6,063        6,665
                                                                                                            -----                 -----                 -----        -----
    Total non-interest expense                                                                             12,825                10,640                46,442       43,581

    Income before income tax expense                                                                        2,088                 3,636                12,155       17,811
    Income tax expense                                                                                        742                   791                 2,967        4,514
                                                                                                              ---                   ---                 -----        -----
    Net income                                                                                             $1,346                $2,845                $9,188      $13,297
                                                                                                           ======                ======                ======      =======

    Share and Per Share Data
    Basic average common shares outstanding                                                             4,704,855             4,687,802             4,701,687    4,670,052
    Diluted average common shares outstanding                                                           4,704,855             4,689,427             4,701,687    4,675,212
    Basic earnings per common share                                                                         $0.28                 $0.60                 $1.92        $2.80
    Diluted earnings per common share                                                                       $0.28                 $0.60                 $1.92        $2.80
    Cash dividends declared                                                                                 $0.32                 $0.31                 $1.26        $1.22



                                  Alliance Financial Corporation
                             Consolidated Balance Sheets (Unaudited)

                                            December 31, 2012        December 31, 2011
                                            -----------------        -----------------
                                          (Dollars in thousands,
                                        except share and per share
                                                  data)
    Assets
    Cash and due from banks                                 $33,673                  $52,802
    Securities available-
     for-sale                                               336,493                  374,306
    Federal Home Loan Bank
     of NY ("FHLB") Stock
     and                                                      7,987                    8,478
      Federal Reserve Bank
       ("FRB") Stock
    Loans and leases held
     for sale                                                 2,133                    1,217
    Total loans and leases,
     net of unearned income                                 928,094                  872,721
    Less allowance for
     credit losses                                           (8,571)                 (10,769)
                                                             ------                  -------
    Net loans and leases                                    919,523                  861,952

    Premises and equipment,
     net                                                     16,438                   17,541
    Accrued interest
     receivable                                               3,467                    3,960
    Bank-owned life
     insurance                                               30,175                   29,430
    Goodwill                                                 30,844                   30,844
    Intangible assets, net                                    6,827                    7,694
    Other assets                                             18,797                   20,866
                                                             ------                   ------
    Total assets                                         $1,406,357               $1,409,090
                                                         ==========               ==========

    Liabilities and
     shareholders' equity
    Liabilities:
    Deposits:
        Non-interest bearing                               $230,555                 $185,736
        Interest bearing                                    864,438                  897,329
                                                            -------                  -------
    Total deposits                                        1,094,993                1,083,065

    Borrowings                                              121,169                  136,310
    Accrued interest payable                                    754                    1,578
    Other liabilities                                        16,722                   18,366
    Junior subordinated
     obligations issued to                                   25,774                   25,774
       unconsolidated
        subsidiary trusts

    Total liabilities                                     1,259,412                1,265,093

    Shareholders' equity:
    Common stock                                              5,104                    5,092
    Surplus                                                  47,932                   47,147
    Undivided profits                                       103,041                   99,879
    Accumulated other
     comprehensive income                                     3,418                    3,951
    Directors' stock-based
     deferred compensation
     plan                                                    (3,894)                  (3,416)
    Treasury stock                                           (8,656)                  (8,656)
                                                             ------                   ------
    Total shareholders'
     equity                                                 146,945                  143,997
                                                            -------                  -------
    Total liabilities and
     shareholders' equity                                $1,406,357               $1,409,090
                                                         ==========               ==========


    Common shares
     outstanding                                          4,782,185                4,769,241
    Book value per common
     share                                                   $30.73                   $30.19
    Tangible book value per
     common share                                            $22.85                   $22.11


                                  Alliance Financial Corporation
                            Consolidated Average Balances (Unaudited)

                                          Three months ended                      Twelve months ended
                                                                                   December 31,
                                             December 31,
                                             ------------
                                               2012                 2011                 2012               2011
                                               ----                 ----                 ----               ----
                                                             (Dollars in thousands)
    Earning assets:
    Federal funds sold
     and interest bearing
     deposits                               $38,882              $38,935              $53,325            $15,890
    Securities(1)                           345,828              389,248              346,706            431,407
    Loans and leases
     receivable:
       Residential real
        estate loans(2)                     330,385              323,976              322,438            329,773
       Commercial loans                     146,448              142,923              146,107            133,662
       Commercial real
        estate loans                        131,068              121,757              128,274            119,407
       Leases, net of
        unearned income(2)                   11,017               26,863               15,387             33,140
       Indirect loans                       200,366              160,633              184,511            165,880
       Other consumer loans                  88,139               90,696               88,490             90,621
                                             ------               ------               ------             ------
    Loans and leases
     receivable, net of
     unearned income                        907,423              866,848              885,207            872,483
                                            -------              -------              -------            -------
    Total earning assets                  1,292,133            1,295,031            1,285,238          1,319,780

    Non-earning assets                      140,242              134,597              137,717            132,415
                                            -------              -------              -------            -------
    Total assets                         $1,432,375           $1,429,628           $1,422,955         $1,452,195
                                         ==========           ==========           ==========         ==========

    Interest bearing
     liabilities:
    Interest bearing
     checking accounts                     $157,830             $143,643             $153,960           $147,236
    Savings accounts                        116,006              105,545              113,961            106,279
    Money market accounts                   375,637              353,317              366,292            364,800
    Time deposits                           247,604              320,256              269,363            333,138
    Borrowings                              125,328              136,151              127,941            143,439
    Junior subordinated
     obligations issued
     to unconsolidated                       25,774               25,774               25,774             25,774
      trusts

    Total interest
     bearing liabilities                  1,048,179            1,084,686            1,057,291          1,120,666

    Non-interest bearing
     deposits                               220,820              189,685              205,532            181,039
    Other non-interest
     bearing liabilities                     16,435               16,225               16,517             15,917
                                             ------               ------               ------             ------
    Total liabilities                     1,285,434            1,290,596            1,279,340          1,317,622
    Shareholders' equity                    146,941              139,032              143,615            134,573
                                            -------              -------              -------            -------
    Total liabilities and
     shareholders' equity                $1,432,375           $1,429,628           $1,422,955         $1,452,195
                                         ==========           ==========           ==========         ==========




    (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:

                                                                                           December 31, 2012                    September 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- sponsored corporations                                                 $15,147                            $15,148                                  $1,489         $1,499             $3,134         $3,190
    Obligations of states and political subdivisions                                                        66,479                             71,230                                  68,900         73,959             77,541         82,299
    Mortgage-backed securities(1)                                                                          241,482                            246,982                                 257,435        264,583            279,393        285,706
                                                                                                           -------                            -------                                 -------        -------            -------        -------
    Total debt securities                                                                                  323,108                            333,360                                 327,824        340,041            360,068        371,195

    Stock investments:
    Mutual funds                                                                                             3,000                              3,133                                   3,000          3,170              3,000          3,111
                                                                                                             -----                              -----                                   -----          -----              -----          -----
    Total stock investments                                                                                  3,000                              3,133                                   3,000          3,170              3,000          3,111

    Total available-for-sale                                                                              $326,108                           $336,493                                $330,824       $343,211           $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:

                                                                                              December 31, 2012                       September 30, 2012     December 31, 2011
                                                                                              -----------------                       ------------------     -----------------
                                                                                                   Amount                                   Percent               Amount               Percent        Amount             Percent
                                                                                                   ------                                   -------               ------               -------        ------             -------
    Loan portfolio composition                                                                                      (Dollars in thousands)
    Residential real estate loans                                                                             $329,009                                 35.6%                 $327,454           36.3%          $316,823           36.4%
    Commercial loans                                                                                           155,512                                 16.8%                  147,677           16.4%           151,420           17.4%
    Commercial real estate                                                                                     141,760                                 15.4%                  126,783           14.1%           126,863           14.6%
    Leases, net of unearned income                                                                              10,247                                  1.1%                   11,811            1.3%            25,636            3.0%
    Indirect loans                                                                                             199,284                                 21.6%                  199,419           22.1%           158,813           18.3%
    Other consumer loans                                                                                        87,572                                  9.5%                   88,739            9.8%            89,776           10.3%
                                                                                                                ------                                  ---                    ------            ---             ------           ----
    Total loans and leases                                                                                     923,384                                100.0%                  901,883          100.0%           869,331          100.0%
                                                                                                                                                      =====                                    =====                             =====

    Net deferred loan costs                                                                                      4,710                                                          4,500                             3,390
    Allowance for credit losses                                                                                 (8,571)                                                        (8,483)                          (10,769)
                                                                                                                ------                                                         ------                           -------
    Net loans and leases                                                                                      $919,523                                                       $897,900                          $861,952
                                                                                                              ========                                                       ========                          ========



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

                                                                                              December 31, 2012                       September 30, 2012     December 31, 2011
                                                                                              -----------------                       ------------------     -----------------
                                                                                                   Amount                                   Percent               Amount               Percent        Amount             Percent
                                                                                                   ------                                   -------               ------               -------        ------             -------
    Deposit composition                                                                                           (Dollars in thousands)
    Non-interest bearing checking                                                                             $230,555                                 21.1%                 $212,437           18.9%          $185,736           17.1%
    Interest bearing checking                                                                                  157,903                                 14.4%                  159,680           14.2%           145,885           13.5%
                                                                                                               -------                                 ----                   -------           ----            -------           ----
    Total checking                                                                                             388,458                                 35.5%                  372,117           33.1%           331,621           30.6%

    Savings                                                                                                    117,741                                 10.8%                  115,229           10.2%           107,311            9.9%
    Money market                                                                                               352,320                                 32.1%                  380,623           33.8%           330,000           30.5%
    Time deposits                                                                                              236,474                                 21.6%                  258,434           22.9%           314,133           29.0%
                                                                                                               -------                                 ----                   -------           ----            -------           ----
    Total deposits                                                                                          $1,094,993                                100.0%               $1,126,403          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                                                                 December 31, 2012                 September 30, 2012         December 31, 2011
    ---------------------------                                                                 -----------------                 ------------------         -----------------
                                                                                                                           $%(1)                              $%(1)                    $%(1)
                                                                                                                            ----                               ----                     ----
                                                                                                            (Dollars in thousands)
    30 days past due                                                                                            $6,280      0.68%                     $4,152   0.46%            $5,202  0.60%
    60 days past due                                                                                             1,116      0.12%                      1,812   0.20%               584  0.06%
    90 days past due and still accruing                                                                             35         -                           -      -                  -     -
    Non-accrual                                                                                                  4,769      0.52%                      4,104   0.46%            11,261  1.30%
    Total                                                                                                      $12,200      1.32%                    $10,068   1.12%           $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                                                                                December 31, 2012               September 30, 2012        December 31, 2011
    ---------------------                                                                                -----------------               ------------------        -----------------
                                                                                                           (Dollars in thousands)
    Non-accruing loans and leases
       Residential real estate loans                                                                                              $2,533                    $2,302                    $3,062
       Commercial loans                                                                                                              435                       579                     3,375
       Commercial real estate                                                                                                        503                       505                     4,051
       Leases                                                                                                                        677                        52                       107
       Indirect loans                                                                                                                226                       220                       293
       Other consumer loans                                                                                                          395                       446                       373
    Total non-accruing loans and leases                                                                                            4,769                     4,104                    11,261
    Accruing loans and leases delinquent 90 days or more                                                                              35                         -                         -
                                                                                                                                     ---                       ---                       ---
    Total non-performing loans and leases                                                                                          4,804                     4,104                    11,261
    Other real estate and repossessed assets                                                                                         725                       985                       485
                                                                                                                                     ---                       ---                       ---
    Total non-performing assets                                                                                                   $5,529                    $5,089                   $11,746
                                                                                                                                  ======                    ======                   =======
    Troubled debt restructurings not included in above                                                                            $2,792                    $2,704                    $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              Twelve months ended
    Allowance for credit losses                                                                               December 31,                    December 31,
    ---------------------------                                                                               ------------                    ------------
                                                                                                              2012                2011                2012                2011
                                                                                                              ----                ----                ----                ----
                                                                                                                        (Dollars in thousands)
    Allowance for credit losses, beginning of period                                                        $8,483             $11,294             $10,769             $10,683

    Loans and leases charged-off                                                                              (286)             (1,608)             (3,264)             (3,171)
    Recoveries of loans and leases previously charged-off                                                      374                 283               1,366               1,347
                                                                                                               ---                 ---               -----               -----
    Net loans and leases charged-off                                                                            88              (1,325)             (1,898)             (1,824)

    Provision for credit losses                                                                                  -                 800                (300)              1,910
                                                                                                               ---                 ---                ----               -----
    Allowance for credit losses, end of period                                                              $8,571             $10,769              $8,571             $10,769
                                                                                                            ======             =======              ======             =======


                                                                  Alliance Financial Corporation
                                                                  ------------------------------
                                                          Consolidated Financial Information (Unaudited)
                                                           ---------------------------------------------

                                                                                                   At or for the three months        At or for the twelve months
    Key Ratios                                                                                         ended December 31,                ended December 31,
    ----------                                                                                         ------------------               ------------------
                                                                                                          2012                 2011                  2012         2011
                                                                                                          ----                 ----                  ----         ----
    Return on average assets                                                                              0.38%                0.80%                 0.65%        0.92%
    Return on average equity                                                                              3.66%                8.19%                 6.40%        9.88%
    Return on average tangible equity                                                                     4.93%               11.34%                 8.71%       13.91%
    Yield on earning assets                                                                               3.72%                4.15%                 3.89%        4.37%
    Cost of funds                                                                                         0.74%                1.08%                 0.83%        1.11%
    Net interest margin (tax equivalent) (1)                                                              3.12%                3.24%                 3.21%        3.43%
    Non-interest income to total income (2)                                                              35.32%               33.58%                32.34%       30.10%
    Efficiency ratio (3)                                                                                 86.00%               70.58%                79.66%       70.35%
    Common dividend payout ratio (4)                                                                    114.29%               51.67%                65.63%       43.57%

    Net loans and leases charged-off to average loans                                                   (0.04)%                0.61%                 0.21%        0.21%
      and leases, annualized
    Provision for credit losses to average loans and                                                        -%                0.37%               (0.03)%        0.22%
      leases, annualized
    Allowance for credit losses to total loans and leases                                                 0.93%                1.24%                 0.93%        1.24%
    Allowance for credit losses to non-performing loans                                                  178.4%                95.6%                178.4%        95.6%
      and leases
    Non-performing loans and leases to total loans and                                                    0.52%                1.30%                 0.52%        1.30%
      leases
    Non-performing assets to total assets                                                                 0.39%                0.83%                 0.39%        0.83%



    (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)
                   Non-interest expense
                   divided by the sum of net
                   interest income and non-
                   interest income (as
    (3)            adjusted)
    (4)            Cash dividends declared per
                   share divided by diluted
                   earnings per share


                                                                                                                                                            Alliance Financial Corporation
                                                                                                                                                    Selected Quarterly Financial Data (Unaudited)
                                                                                                                                                     --------------------------------------------
                                                                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                           2012          2011
                                                                                                                                                                                                                                                                                                                                                           ----          ----
                                                                                                                                                                                                                                                                                                                                                        Fourth        Third         Second        First         Fourth
                                                                                                                                                                                                                                                                                                                                                        ------        -----         ------        -----         ------
                                                                                                                                                                                                                                                                                                                                                                                                                  (Dollars in thousands, except share and per share data)
    Interest income                                                                                                                                                                                                                                                                                                                                     $11,592       $11,979       $12,217       $12,463       $12,942
    Interest expense                                                                                                                                                                                                                                                                                                                                      1,946         2,025         2,212         2,622         2,928
                                                                                                                                                                                                                                                                                                                                                          -----         -----         -----         -----         -----
    Net interest income                                                                                                                                                                                                                                                                                                                                   9,646         9,954        10,005         9,841        10,014
    Provision for credit losses                                                                                                                                                                                                                                                                                                                               -             -          (300)    ?                   800
                                                                                                                                                                                                                                                                                                                                                            ---           ---          ----     ---                 ---
    Net interest income after provision for credit losses                                                                                                                                                                                                                                                                                                 9,646         9,954        10,305         9,841         9,214
    Other non-interest income                                                                                                                                                                                                                                                                                                                             5,267         4,584         4,524         4,476         5,062
    Other non-interest expense                                                                                                                                                                                                                                                                                                                           12,825        11,713        11,016        10,888        10,640
                                                                                                                                                                                                                                                                                                                                                         ------        ------        ------        ------        ------
    Income before income tax expense                                                                                                                                                                                                                                                                                                                      2,088         2,825         3,813         3,429         3,636
    Income tax expense                                                                                                                                                                                                                                                                                                                                      742           540           895           790           791
                                                                                                                                                                                                                                                                                                                                                            ---           ---           ---           ---           ---
    Net income                                                                                                                                                                                                                                                                                                                                           $1,346        $2,285        $2,918        $2,639        $2,845
                                                                                                                                                                                                                                                                                                                                                         ======        ======        ======        ======        ======
                                                                                                                                                                                                                                                                                                                                                                                                                         
    Stock and related per share data
    Basic earnings per common share                                                                                                                                                                                                                                                                                                                       $0.28         $0.48         $0.61         $0.55         $0.60
    Diluted earnings per common share                                                                                                                                                                                                                                                                                                                     $0.28         $0.48         $0.61         $0.55         $0.60
    Basic weighted average common shares outstanding                                                                                                                                                                                                                                                                                                  4,704,855     4,702,294     4,700,992     4,698,567     4,687,802
    Diluted weighted average common shares outstanding                                                                                                                                                                                                                                                                                                4,704,855     4,702,294     4,700,992     4,698,567     4,689,427
    Cash dividends paid per common share                                                                                                                                                                                                                                                                                                                  $0.32         $0.32         $0.31         $0.31         $0.31
    Common dividend payout ratio (1)                                                                                                                                                                                                                                                                                                                     114.29%        66.67%        50.82%        56.36%        51.67%
    Common book value                                                                                                                                                                                                                                                                                                                                    $30.73        $31.03        $30.69        $30.30        $30.19
    Tangible common book value (2)                                                                                                                                                                                                                                                                                                                       $22.85        $23.11        $22.73        $22.30        $22.11
                                                                                                                                                                                                                                                                                                                                                                                                                         
    Capital Ratios
    Holding Company
    ---------------
    Tier 1 leverage ratio                                                                                                                                                                                                                                                                                                                                  9.37%         9.43%         9.38%         9.26%         9.09%
    Tier 1 risk based capital                                                                                                                                                                                                                                                                                                                             14.32%        14.82%        14.74%        14.99%        14.71%
    Tier 1 risk based common capital (3)                                                                                                                                                                                                                                                                                                                  11.58%        11.98%        11.89%        12.05%        11.81%
    Total risk based capital                                                                                                                                                                                                                                                                                                                              15.27%        15.79%        15.75%        16.09%        15.97%
    Tangible common equity to tangible assets(4)                                                                                                                                                                                                                                                                                                           7.98%         7.85%         7.85%         7.75%         7.69%
                                                                                                                                                                                                                                                                                                                                                                                                                         
    Bank
    ----
    Tier 1 leverage ratio                                                                                                                                                                                                                                                                                                                                  8.91%         8.86%         8.81%         8.68%         8.50%
    Tier 1 risk based capital                                                                                                                                                                                                                                                                                                                             13.65%        13.96%        13.86%        14.10%        13.80%
    Total risk based capital                                                                                                                                                                                                                                                                                                                              14.60%        14.94%        14.89%        15.21%        15.05%
                                                                                                                                                                                                                                                                                                                                                                                                                         
    Selected ratios
    Return on average assets                                                                                                                                                                                                                                                                                                                               0.38%         0.64%         0.82%         0.74%         0.80%
    Return on average equity                                                                                                                                                                                                                                                                                                                               3.66%         6.32%         8.21%         7.51%         8.19%
    Return on average tangible common equity                                                                                                                                                                                                                                                                                                               4.93%         8.57%        11.22%        10.33%        11.34%
    Yield on earning assets                                                                                                                                                                                                                                                                                                                                3.72%         3.86%         3.95%         4.04%         4.15%
    Cost of funds                                                                                                                                                                                                                                                                                                                                          0.74%         0.77%         0.83%         0.98%         1.08%
    Net interest margin (tax equivalent) (5)                                                                                                                                                                                                                                                                                                               3.12%         3.23%         3.26%         3.22%         3.24%
    Non-interest income to total income (6)                                                                                                                                                                                                                                                                                                               35.32%        31.54%        31.14%        31.26%        33.58%
    Efficiency ratio (7)                                                                                                                                                                                                                                                                                                                                  86.00%        80.56%        75.52%        76.05%        70.58%
                                                                                                                                                                                                                                                                                                                                                                                                                         
    Asset quality ratios
    Net loans and leases charged off to average loans                                                                                                                                                                                                                                                                                                    (0.04)%         0.18%         0.08%         0.66%         0.61%
      and leases, annualized
    Provision for credit losses to average loans and                                                                                                                                                                                                                                                                                                          -             -        (0.14)%            -          0.37%
      leases, annualized
    Allowance for credit losses to total loans and leases                                                                                                                                                                                                                                                                                                  0.93%         0.94%         0.99%         1.08%         1.24%
    Allowance for credit losses to non-performing loans                                                                                                                                                                                                                                                                                                   178.4%        206.7%        133.5%        105.0%         95.6%
      and leases
    Non-performing loans and leases to total loans and leases                                                                                                                                                                                                                                                                                              0.52%         0.46%         0.74%         1.03%         1.30%
    Non-performing assets to total assets                                                                                                                                                                                                                                                                                                                  0.39%         0.35%         0.47%         0.65%         0.83%
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



    (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:


                                                        December 31, September 30,  June 30, March 31, December 31,
                                                                           2012          2012       2012       2012       2011
                                                                           ----          ----       ----       ----       ----
                                                        (Dollars in thousands)
    Total assets                                                     $1,406,357    $1,446,040 $1,422,838 $1,415,594 $1,409,090
    Less:  Goodwill and intangible assets, net                           37,671        37,873     38,094     38,317     38,538
                                                                         ------        ------     ------     ------     ------
    Tangible assets (non-GAAP)                                        1,368,686     1,408,167  1,384,744  1,377,277  1,370,552

    Total Common Equity                                                 146,945       148,378    146,844    144,992    143,997
    Less:  Goodwill and intangible assets, net                           37,671        37,873     38,094     38,317     38,538
                                                                         ------        ------     ------     ------     ------
    Tangible Common Equity (non-GAAP)                                   109,274       110,505    108,750    106,675    105,459

    Total Equity/Total Assets                                             10.45%        10.26%     10.32%     10.24%     10.22%
    Tangible Common Equity/Tangible Assets   (non-GAAP)                    7.98%         7.85%      7.85%      7.75%      7.69%


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

SOURCE Alliance Financial Corporation