UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[Ö]

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2008

OR

[  ]

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from__________ to__________

Commission File Number: 2-94863

CANANDAIGUA NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)

16-1234823
(IRS Employer Identification Number)

72 South Main Street
Canandaigua, New York
(Address of principal executive offices)

14424
(Zip code)

(585) 394-4260
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

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

Yes  [Ö]

No  [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [ ]           Accelerated filer [Ö]            Non-accelerated filer [ ]         Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨    No [Ö]

    The number of shares outstanding of each of the issuer's classes of common stock was 473,388 shares of common stock, par value $20.00, outstanding at April 25, 2008.

Forward-Looking Statements

This report, including information incorporated by reference, contains, and future filings by Canandaigua National Corporation on Form 10-K, 10-Q and 8-K and future oral and written statements, press releases, and letters to shareholders by Canandaigua National Corporation and its management may contain, certain "forward-looking statements" intended to qualify for the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. When used or incorporated by reference in the Company's disclosures and documents, the words "anticipate," "believe," "contemplate," "estimate," "expect," "foresee," "project," "target," "goal," "budget" and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act. Such forward-looking statements are subject to certain risks discussed within this document. These forward-looking statements are based on currently available financial, economic, and competitive data and management's views and assumptions regarding future events. These forward-looking statements are inherently uncertain, so should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, targeted, or budgeted. These forward-looking statements speak only as of the date of the document. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein.  We must caution readers not to place undue reliance on any of these forward-looking statements.

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
March 31, 2008

PART I -- FINANCIAL INFORMATION

PAGE

Item 1.  Financial Statements (Unaudited)

  Condensed consolidated balance sheets at March 31, 2008 and December 31, 2007

4

  Condensed consolidated statements of income for the three-month periods ended    

    March 31, 2008 and 2007.

5

  Condensed consolidated statements of stockholders' equity for the three-month periods ended

    March 31, 2008 and 2007

6

  Condensed consolidated statements of cash flows for the three-month periods ended

    March 31, 2008 and 2007

7

  Notes to condensed consolidated financial statements

8

Item 2.  Management's Discussion and Analysis of Financial

                Condition and Results of Operations  

11

Item 3. Quantitative and Qualitative Disclosures about Market Risk

16

Item 4. Controls and Procedures

16

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

17

Item 1A.  Risk Factors

17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.  Defaults Upon Senior Securities

17

Item 4.  Submission of Matters to a Vote of Security Holders

17

Item 5.  Other Information

17

Item 6.  Exhibits

18

SIGNATURES

19

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2008 and December 31, 2007 (Unaudited)
(dollars in thousands, except per share data)

March 31,

December 31,

2008

2007

Assets

Cash and due from banks

$

39,710 

38,360 

Interest-bearing deposits with other financial institutions

4,061 

2,532 

Federal funds sold

45,004 

- 

Securities:

  - Available for sale, at fair value

83,422 

110,814 

  - Held-to-maturity (fair value of $160,059 in 2008 and $156,609 in 2007)

156,707 

155,411 

Loans:

  Commercial, financial and agricultural

192,812 

194,395 

  Commercial mortgage

365,528 

349,430 

  Residential mortgage - first lien

162,642 

158,655 

  Residential mortgage - junior lien

69,176 

69,407 

  Consumer-automobile indirect

115,167 

119,775 

  Consumer-other

21,731 

21,767 

  Other

- 

1,263 

  Loans held for sale

1,578 

1,810 

    Total gross loans

928,634 

916,502 

  Plus:  Net deferred loan costs

3,958 

4,047 

  Less:  Allowance for loan losses

(9,862)

(9,679)

    Loans - net

922,730 

910,870 

Premises and equipment - net

13,675 

13,477 

Accrued interest receivable

7,305 

6,803 

Federal Home Loan Bank stock and Federal Reserve Bank stock

1,898 

3,765 

Goodwill and intangible assets

16,578 

1,201 

Other assets

13,945 

13,116 

        Total Assets

$

1,305,035 

1,256,349 

Liabilities and Stockholders' Equity

Deposits:

  Demand

    Non-interest-bearing

$

165,925 

156,223 

    Interest-bearing

110,089 

102,949 

  Savings and money market

472,757 

383,001 

  Time

393,731 

418,360 

        Total deposits

1,142,502 

1,060,533 

Borrowings

5,895 

42,362 

Junior subordinated debentures

51,547 

51,547 

Accrued interest payable and other liabilities

11,882 

9,699 

        Total Liabilities

1,211,826 

1,164,141 

Stockholders' Equity:

  Common stock, $20 par value; 2,000,000 shares authorized;

    486,624 shares issued in 2008 and 2007

9,732 

9,732 

  Additional paid-in capital

8,514 

8,443 

  Retained earnings

79,466 

78,100 

  Treasury stock, at cost (13,236 shares at March 31, 2008

    and 12,361 at December 31, 2007)

(4,436)

(4,198)

  Accumulated other comprehensive income (loss), net

(67)

131 

        Total Stockholders' Equity

93,209 

92,208 

        Total Liabilities and Stockholders' Equity

$

1,305,035 

1,256,349 

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three-month periods ended March 31, 2008 and 2007 (Unaudited)
(dollars in thousands, except per share data)

Three months
ended March 31,

2008

2007

Interest income:

  Loans, including fees

$

15,609

15,019

  Securities

2,375

2,533

  Federal funds sold and other

183

567

        Total interest income

18,167

18,119

Interest expense:

  Deposits

6,515

7,432

  Borrowings

165

6

  Junior subordinated debentures

762

1,050

      Total interest expense

7,442

8,488

      Net interest income

10,725

9,631

Provision for loan losses

580

360

      Net interest income after provision for loan losses

10,145

9,271

Other income:

  Service charges on deposit accounts

2,086

1,650

  Trust and investment services income

2,769

1,234

  Net gain on sale of mortgage loans

165

76

  Mortgage servicing income, net

140

149

  Loan-related fees

78

79

  Gain on call of securities, net

2

-

  Other operating income

648

234

      Total other income

5,888

3,422

Operating expenses:

  Salaries and employee benefits

6,094

5,172

  Occupancy

1,441

1,333

  Marketing and public relations

345

428

  Office supplies, printing and postage

381

319

  Professional and other services

987

478

  Technology and data processing

872

787

  Intangible amortization

209

44

  FDIC insurance

68

32

  Other operating expenses

705

565

      Total operating expenses

11,102

9,158

      Income before income taxes

4,931

3,535

Income taxes

1,365

954

      Net income

$

3,566

2,581

Basic earnings per share

$

7.51

5.41

Diluted earnings per share

$

7.37

5.31

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three-month periods ended March 31, 2008 and 2007 (Unaudited)
(dollars in thousands, except share data)

Accumulated

Number of 

Additional 

Other 

Shares 

Common 

Paid-in 

Retained 

Treasury 

Comprehensive 

Outstanding 

Stock 

Capital 

Earnings 

Stock 

Income (Loss) 

Total 

 Balance at December 31, 2007 

474,263 

$ 

9,732 

8,443

78,100 

(4,198)

131 

92,208 

  Comprehensive income: 

    Change in fair value of  

      Interest rate swap, 

      net of taxes of ($407) 

- 

- 

- 

- 

(794)

(794)

    Change in unrealized gain on 

      securities available for sale, 

      net of taxes of $410 

- 

- 

- 

- 

596 

596 

    Net income 

- 

- 

3,566 

- 

- 

3,566 

  Total comprehensive income 

3,368 

   Recognition of stock option 

     expense 

- 

10 

- 

- 

- 

10 

   Purchase of treasury stock 

(1,880)

-

-

-

(592)

- 

(592)

   Exercise of stock options, 

     including tax benefit of $61 

1,005 

- 

61

(181)

354 

- 

234 

   Cash dividend - $4.25 per share 

- 

- 

(2,019)

- 

- 

(2,019)

 Balance at March 31, 2008 

473,388 

$ 

9,732 

8,514

79,466 

(4,436)

(67)

93,209 

 Balance at December 31, 2006

476,600 

$ 

9,732 

8,107 

70,184 

(3,541)

(923)

83,559 

  Comprehensive income:

    Change in unrealized loss on

      securities available for sale,

      net of taxes of $144

- 

- 

- 

- 

217 

217 

    Net income

- 

- 

2,581 

- 

- 

2,581 

  Total comprehensive income

2,798 

   Recognition of stock option

     expense

- 

23 

- 

- 

- 

23 

   Purchase of treasury stock

(2,236)

- 

- 

- 

(755)

- 

(755)

   Exercise of stock options,

     including tax benefit of $170

2,441 

- 

170

(508)

906 

- 

568 

   Cash dividend - $3.90 per share

- 

- 

(1,859)

- 

- 

(1,859)

 Balance at March 31, 2007

476,805 

$ 

9,732 

8,300

70,398 

(3,390)

(706)

84,334 

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended March 31, 2008 and 2007 (Unaudited)
(dollars in thousands)

2008 

2007 

Cash flow from operating activities:

  Net income

$ 

3,566 

2,581 

  Adjustments to reconcile net income to

    net cash provided by operating activities:

      Depreciation, amortization and accretion

1,089 

860 

      Provision for loan losses

580 

360 

      Deferred income tax benefit

(171)

(180)

      Gain call of securities, net

(2)

- 

      Loss (Income) from equity-method investments, net

23 

(5)

      Net gain on sale of mortgage loans

(165)

(76)

      Originations of loans held for sale

(18,719)

(17,899)

      Proceeds from sale of loans held for sale

19,116 

18,446 

      Stock option expense

10 

23 

      Increase in other assets

(1,921)

(720)

      Decrease (increase) in accrued interest payable and other liabilities

982 

(1,287)

        Net cash provided by operating activities

4,388 

2,103 

Cash flow from investing activities:

  Securities available-for-sale:

    Proceeds from maturities and calls

44,669 

2,167 

    Purchases

(16,270)

(3,703)

  Securities held to maturity:

    Proceeds from maturities and calls

5,747 

8,409 

    Purchases

(7,212)

(9,049)

  Loan purchases, originations and principal collections -- net

(13,332)

(5,616)

  Fixed asset purchases – net

(527)

(214)

  Purchase of FHLB and FRB stock

(5)

(5)

  Proceeds from call of FHLB stock

1,872 

- 

  Investment in equity-method investments

(48)

(42)

  Acquisition, net of cash acquired

(9,990)

- 

  Proceeds from sale of other real estate

615 

41 

        Net cash provided by (used in) investing activities

5,519 

(8,012)

Cash flow from financing activities:

  Net increase in demand, savings and money market deposits

106,598 

5,628 

  Net (decrease) increase in time deposits

(24,629)

35,528 

  Payments on overnight borrowings

(41,600)

- 

  Principal repayments on borrowings

(16)

(16)

  Payments to acquire treasury stock

(592)

(755)

  Proceeds from issuance of treasury stock under stock option plan

173 

398 

  Tax benefit from stock option exercise

61 

170 

  Dividends paid

(2,019)

(1,859)

        Net cash provided by financing activities

37,976 

39,094 

        Net increase in cash and cash equivalents

47,883 

33,185 

  Cash and cash equivalents - beginning of period

40,892 

73,340 

  Cash and cash equivalents - end of period

$ 

88,775 

106,525 

Supplemental disclosure of cash flow information:

   Interest paid

$ 

7,611 

8,448 

   Income taxes paid

15 

218 

Supplemental schedule of noncash investing and financing activities

  Real estate acquired in settlement of loans

$ 

660 

117 

  Acquisition:

    Fair value of assets acquired (noncash)

15,139 

- 

    Fair value of liabilities assumed

5,149 

- 

CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and applicable regulations of the Securities and Exchange Commission (SEC) and with generally accepted accounting principles for interim financial information. Such principles are applied on a basis consistent with those reflected in the December 31, 2007, Form 10-K Report of the Company filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  Management has prepared the financial information included herein without audit by independent certified public accountants.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month period ended March 31, 2008, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2007.

Amounts in prior periods' condensed consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation.

(2)   Dividend

The Board of Directors declared a semi-annual $4.25 per share dividend on common stock on January 9, 2008, to shareholders of record January 19, 2008, which was paid on February 1, 2008.

(3)   Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares outstanding during the period.  Diluted earnings per share includes the maximum dilutive effect of stock issueable upon conversion of stock options. Calculations for the three-month periods ended March 31, 2008, and 2007 follow (dollars in thousands, except share data):

For the three months ended March 31,

  2008

  2007

Basic Earnings Per Share:

  Net income applicable to common shareholders

$

3,566

2,581

  Weighted average common shares outstanding

474,963

476,696

      Basic earnings per share

$

7.51

5.41

Diluted Earnings Per Share:

  Net income applicable to common shareholders

$

3,566

2,581

  Weighted average common shares outstanding

474,963

476,696

  Effect of assumed exercise of stock options

8,947

9,780

    Total

483,910

486,476

      Diluted earnings per share

$

7.37

5.31

(4)   Segment Information

The Company is organized into three reportable segments: the Company and its banking subsidiaries (Bank), CNB Mortgage Company (CNBM), and Genesee Valley Trust Company (GVT). These have been segmented due to differences in their distribution channels, the volatility of their earnings, and internal and external financial reporting requirements.  The interim period reportable segment information for the three-month periods ended March 31, 2008, and 2007 follows (dollars in thousands).

Three months ended March 31,    

2008

2007

Bank 

CNBM 

GVT 

Bank 

CNBM 

Revenues:

  From external customers

$

14,998 

247 

1,368 

12,922 

131 

  Intersegment

(156)

156 

- 

(208)

208 

      Total segment revenues

$

14,842 

403 

1,368 

12,714 

339 

Net income:

  Bank

$

3,566 

2,581 

  CNBM

40 

7 

  GVT

26 

- 

      Total segment net income

3,632 

2,588 

   Eliminations

(66)

(7)

      Total net income

$

3,566 

2,581 

(5)   Mortgage Servicing Assets

The Company services first-lien, residential loans for the Federal Home Loan Mortgage Company (FHLMC), also known as Freddie Mac, and certain commercial loans as lead participant.  The associated servicing rights (assets) entitle the Company to a future stream of cash flows based on the outstanding principal balance of the loans and contractual servicing fees.  Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees.  

We service all loans for FHLMC on a non-recourse basis; therefore, our credit risk is limited to temporary advances of funds to FHLMC, while FHLMC retains all credit risk associated with the loans.  Commercial loans are serviced on a partial recourse basis, wherein we are subject to credit losses only to the extent of the proportionate share of the loan’s principal balance we own.

Gross servicing fees earned by the Company for the three-month periods ended March 31, 2008 and 2007, respectively, amounted to $234,000 and $237,000, and are included in net mortgage servicing income on the statements of income.  

The following table presents the changes in mortgage servicing assets for the three-month periods ended March 31, 2008 and 2007, respectively as well as the estimated fair value of the assets at the beginning and end of the period (in thousands).

2008

2007

Book 

Estimated

Fair 

Book 

Estimated

Fair 

Value 

Fair Value 

Value 

Fair Value 

Beginning balance

$

1,091 

$ 2,344 

$

1,331 

$ 2,540 

Originations

40 

27 

Amortization

(93)

(89)

Ending balance

$

1,038 

$ 2,288 

$

1,269 

$ 2,370 

Fair value is determined through estimates provided by a third party, using inputs including quoted prices for similar assets in active markets, and inputs that are observable for this asset, either directly or indirectly. The estimated fair value of mortgage servicing rights may vary significantly in subsequent periods due to changing interest rates and the effect thereof on prepayment speeds. Additionally, estimated fair value assumes there are a willing buyer and willing seller in the transaction. Management does not intend to sell these servicing rights. The key economic assumptions used to determine the fair value of mortgage servicing rights at March 31, 2008 and 2007, and the sensitivity of such values to changes in those assumptions are summarized in the 2007 and 2006 Annual Report and are substantially the same.

(6)   Income taxes

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, or FIN 48, on January 1, 2007. We did not have any significant unrecognized tax benefits, and there was no effect on our financial condition or results of operations as a result of implementing FIN 48.

(7) Acquisitions of Trust Company

On January 2, 2008, the Company completed its acquisition of 100% of the voting shares of Genesee Valley Trust Company (GVT), a Rochester-based trust company.  The acquisition of GVT provides the Company with additional trust and investment services income.  The total cash purchase price will approximate $18.3 million to $21.3 million depending upon the achievement of certain operating results over the next three years.  An initial payment of $13.1 million was made at closing. The acquisition resulted in the recording of certain intangible assets, including goodwill totaling $15.6 million, substantially all of which will be deductible for income tax purposes.  Final amounts for these intangible assets will be determined during 2008. Financial results for GVT are included in the consolidated financial statements of the Company beginning with the first quarter of 2008.

(8) Fair Value Measurements

We implemented the provision of Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements, on January 1, 2008. This Statement provides guidance for using fair value to measure assets and liabilities and requires expanded disclosures about the extent to which companies measure assets and liabilities at fair value, and the effect of fair value measurements on earnings.  This standard applies whenever other standards require or permit assets or liabilities to be measured at fair value.  The standard does not expand the use of fair value in any new circumstances.   Implementation of this statement had no practical impact on our financial position or results of operations, because there was no substantive change in our accounting for the financial instruments we report at fair value. The following disclosures are required under this standard.

Determination of fair value: A detailed discussion of our valuation methodologies is disclosed in the footnotes to our 2007 Annual Report.  Such valuation methodologies were applied to all of the assets and liabilities carried at fair value, whether as a result of the adoption of SFAS 157 or previously carried at fair value. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves.

Although we believe our fair value methods are reliable, they may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  Finally, we expect to retain substantially all assets and liabilities measured at fair value to their maturity or call date.  Accordingly, the fair value measurements are unlikely to represent the instruments’ liquidation values.

Valuation Hierarchy: SFAS 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows.

•

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Securities Available-for-Sale

Fair values for securities are determined using an independent pricing service. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models.  Inputs to the pricing models include recent trades, benchmark interest rates, spreads, and actual and projected cash flows.  We are not privy to the pricing methodology used on a security-by-security basis. Accordingly, we have categorized all securities available-for-sale as Level 2.

Share-based Payments (Incentive Stock Plan)

The liability for the Company’s Incentive Stock Plan is valued on a quarterly basis using the Black-Scholes-Merton model.  The parameters used are based upon observable market inputs and direct inputs, including dividend yield, risk-free interest rate, expected life, and volatility. Therefore, the liability is categorized as Level 2.

Interest Rate Swap Agreement (Swap)

The fair value of the swap was the amount the Company would have expected to pay to terminate the agreement and was based upon  the present value of expected future cash flows using the LIBOR swap curve, the basis for the underlying interest rate.  

The following table presents for each of the fair-value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2008, by caption on the Consolidated Balance Sheet (dollars in thousands).

Internal models 

Internal models 

Quoted market 

with significant 

with significant 

Total carrying 

prices in active 

observable market 

unobservable market 

value in the 

markets 

parameters 

parameters 

Consolidated 

(Level 1)

(Level 2)

(Level 3)

Balance Sheet 

Assets

  Securities available-for-sale

$ -

$ 83,422 

$ - 

$ 83,422 

        Total assets

$ - 

$ 83,422 

$ - 

$ 83,422 

Liabilities

  Interest rate swap agreement

$ - 

$ 1,300 

$ - 

$ 1,300 

  Share-based payments

- 

 493 

- 

 493 

        Total liabilities

$ - 

$ 1,300 

$ - 

$ 1,300 

Certain assets, liabilities and unfunded lending-related commitments are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). For our Company, these include loans held for sale, collateral-dependent impaired loans, other real estate owned, mortgage servicing rights, intangible assets, and commitments.  

At March 31, 2008 and during the three month period ended March 31, 2008, the balance and impact of these items was not material.

Other Fair Value Considerations

The FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115, in February 2007. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.

This Statement was effective for us as of the beginning of 2008. This Statement permits application to eligible items existing at the effective date.  Adoption of the Statement had no impact on our financial position or results of operations as we did not make a fair value election for eligible items. Except for instruments explicitly required to be measured at fair value (discussed above) we do not use fair value to measure our financial instruments, and do not believe, despite FASB’s intention, it is the appropriate measurement for a going concern.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is our discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. This discussion and analysis supplements our Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2007.

Critical Accounting Estimate

We are instructed, pursuant to SEC guidance, to evaluate and disclose those accounting estimates that we judge to be critical - those most important to the portrayal of the Company's financial condition and results, and that require our most difficult, subjective and complex judgments. We consider the Allowance for Loan Losses (Allowance) as critical given the inherent uncertainty in evaluating the levels of the allowance required to reflect credit losses in the portfolio. There has been no change in our methodology for estimating the Allowance, which is fully described within the 2007 Annual Report.

Recent Events

On January 2, 2008, we completed our acquisition of Genesee Valley Trust Company (GVT).  GVT, headquartered in Pittsford, New York, is a trust company which provides money management, retirement services, and estate and financial planning services to local families, individuals, businesses and non-profit organizations.  Under the terms of the agreement, CNC acquired all of the outstanding shares of GVT capital stock for cash.  The transaction is structured with a portion of the purchase price payable at closing, with additional minimum and contingent amounts payable depending on certain operating results of GVT during the three years after closing.  GVT will retain its name and operate as a wholly owned subsidiary of CNC.  

Financial Overview

We are pleased to report net income of $3.6 million for the quarter ended March 31, 2008, an increase of 38.2% over the $2.6 million for the same period in 2007.  Diluted earnings per share were $7.37 and $5.31 for the three-month periods ended March 31, 2008 and 2007, respectively.  Reflecting franchise growth and the GVT acquisition, earnings were positively impacted by a $3.6 million growth in total revenues (net interest income and non-interest income), including a pretax recovery from a lawsuit settlement of $0.3 million. Operating expenses, on the other hand, increased only $1.9 million.  Offsetting these positives was a $0.2 million increase in the provision for loan loss, due to loan portfolio growth and a higher level of net charge-offs than in 2007.

We continued to grow the balance sheet with gross loans increasing 1.3% and total deposits growing 7.7%. Off-balance sheet growth for the quarter was also positive as the market value of assets under management grew 45.2%, reflecting organic growth as well as the GVT acquisition.

Financial Condition (three months ended March 31, 2008)

At March 31, 2008, total assets were $1,305.0 million, up $48.7 million or 3.9% from $1,256.3 million at December 31, 2007. Cash and cash equivalents (cash, balances with other financial institutions, and federal funds sold) grew $47.9 million to $88.8 million, mostly as a result of seasonal inflows of municipal deposits and issuer calls of available for sale securities.

A continued decline in market interest rates during the quarter led a number of debt issuers to call their securities.  We were particularly impacted with the call of Federal Home Loan Bank (FHLB), Federal National Mortgage Agency (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) securities held in the available-for-sale portfolio.  Proceeds from these calls were used to purchase new available-for-sale and held to maturity securities.  However, these purchases did not equal the amount of calls, thus the total investment portfolio declined $26.1 million from December 31, 2007.  We do anticipate purchasing debt securities during the remainder of the year in both portfolios, expecting maturities to be relatively short (under five years) in anticipation of eventual market rate increases.

This declining market rate environment had a positive impact on the fair value of our securities portfolio. Changes in long-term treasury rates tend to impact our securities portfolio more than changes in short-term rates, because of the longer maturity of our portfolio. At March 31, 2008, the total market value of the securities portfolios exceeded their amortized cost. We hold some securities with market values below their amortized cost and concluded there are none considered to be other than temporarily impaired, requiring a write-down of carrying value in the income statement.  

Net loans increased $11.9 million to $922.7 million. The commercial portfolio increased $14.5 million on strong originations, particularly real-estate secured loans, partially offset by payoffs and line paydowns during the quarter.  The residential loan portfolios grew $3.8 million with our 3- and 10-year callable products accounting for most of the increase. The consumer loan portfolios declined $4.6 million for the quarter particularly due to continued runoff in the indirect automobile loan portfolio.  Fewer loans were originated than in prior periods in connection with our decision to improve the portfolio's net yield in exchange for lower origination volume. For the remainder of 2008, we expect total loans to continue increasing with most of the growth in the commercial and residential mortgage portfolios.  Please see the section entitled “Impaired Loans and Non-Performing Assets” for a discussion of credit quality.

Total deposits at March 31, 2008, were $1,142.5 million and were up $82.0 million from December 31, 2007.  As discussed in our Annual Report, we experienced a large outflow of municipal deposits in December 2007, driven by multi-national and regional bank’s needs for term deposits to create balance sheet liquidity.  The deposits returned to our Bank by the end of January (at a lower cost). A more useful measure, given this fluctuation would be to look at the change in average deposits, which was minimal.

Growth in deposits occurred in all categories.  Consumer deposits grew $9.9 million from December 31, 2007, commercial deposits grew $33.1 million, and municipal deposits grew $39.0 million.  This growth rate is consistent with the same period in 2007. As for deposit types, most of the quarter’s increase occurred in relatively lower interest earning accounts (demand, savings, and money market). With market rates falling, consumers tend to shift to lower interest earning, non-maturity accounts, awaiting a rise in rates before renewing time deposits.  We expect this trend of shifting deposit types to continue during the year.  We also expect this shift to be accompanied by moderate growth in the consumer and commercial categories and little growth in municipal deposits.

Total borrowings decreased $36.5 million for the quarter as a result of our $41.6 million repayment of overnight borrowings, offset by our recognition of a $5.1 million discounted note arising from our acquisition of GVT.  This non-interest bearing discounted note reflects our estimate of the present value of future minimum payments to be made to former shareholders of GVT.

Results of Operations (three months ended March 31, 2008)

Net interest income increased $1.1 million or 11.4% for the quarter over the same quarter in 2007, reflecting the positive impact of the balance sheet's year-over-year growth and improved margins. During the first quarter of 2008, market interest rates continued to fall, coupled by a steepening of the yield curve.  This combination, along with our liability-sensitive balance sheet, allowed us to reduce rates paid on liabilities faster than the impact of declining yields on assets.

On a tax-equivalent basis, compared to the same quarter in 2007, the overall growth in interest-earning assets and interest-bearing liabilities had a $0.7 million positive impact on net interest income, while the change in rates had a $0.5 million positive impact. For the last four quarters we have experienced ever-improving margins due to our close management of interest rate risk within the context of a volatile interest rate environment.  For the remainder of the year, we anticipate our net interest margin and spread will be higher than 2007, but will likely decline from their current level as rates on assets reset lower. Summary tax-equivalent net interest income information for the three-month periods ended March 31, 2008 and 2007 follows (dollars in thousands).

2008 

2007 

Annualized

Annualized 

Average 

Average 

Average 

Average 

Balance 

Interest 

Rate 

Balance 

Interest 

Rate 

Total interest-earning

        assets

$ 

1,187,161 

18,962 

6.39 

%

1,137,312 

18,761 

6.60 

%

Total interest-bearing

        liabilities

$ 

1,016,005 

7,442 

2.93 

%

963,159 

8,488 

3.53 

%

Interest rate spread

3.46 

%

3.07 

%

Net interest margin

$ 

11,520 

3.88 

%

10,273 

3.61 

%

The provision for loan losses increased $0.2 million (61.1%) for the quarter over the same quarter of last year.  About half of the increase was a result of portfolio growth and half due to changes in asset quality. A summary of the allowance for loan losses and net charge-offs for the year to date is presented in the following section.

Other income for the quarter ended March 31, 2008, increased 72.1% to $5.9 million from $3.4 million in 2007 with all major categories showing improvement. Service charges on deposit accounts increased 26.4% on a combination of fee increases and growth in electronic banking services, mostly debit card transactions.  

Trust and investment services income increased 124.4% from 2007 due to assets acquired through GVT, organic growth in assets under management, and adjustments in account fee structures implemented in mid-2007.  At March 31, 2008, the market value of assets under management was $1,732.0 million compared to $1,095.1 million at March 31, 2007.  Since the beginning of 2008, the equity markets have declined from where they closed in 2007.  This decline, if continued, will have a negative effect on trust and investment income, since this income is tied to the market value of assets managed.

Total mortgage originations declined slightly in 2008 when compared to 2007, but the net gain on the sale of mortgage loans increased from 2007, caused by an increase in the volume of loans sold to third parties and a decrease in the percentage of loans retained in portfolio. (See table below). Despite the continued negative national housing news, housing prices and sales in our market area remain strong, and we have a positive outlook for the remainder of the year.  We expect originations to be at least as high as last year, though weighted towards refinance mortgages, due to the lower rate environment.  As a result, we also expect to sell more mortgages in the secondary market, resulting in higher gains.

CNB Mortgage Closed Loans by Type
For the three-month periods ended March 31,
(dollars in thousands)

  2008 

  2007 

Purchase money mortgages

$ 

13,730 

13,825 

Refinance mortgages

12,433 

12,867 

      Total mortgage originations

$ 

26,163 

26,692 

Percentage of loans retained in portfolio

28.5 

%

32.9 

%

Other operating income rose $0.4 million over the same quarter in 2007 and was almost entirely due to the settlement of a lawsuit.  In 2001 we reserved an amount for probable loss based upon an adverse decision at the trial court level in a lawsuit.  Subsequently, our insurance company extended coverage for the claim forming the basis of the lawsuit.  In the first quarter of 2008, all appeals were concluded with an adverse result; however, our insurer covered our loss thereby resulting in a reversal of the previously reserved amount.

Operating expenses increased fairly substantially (21.2% or $1.9 million) for the quarter ended March 31, 2008, over the same three-month period in 2007.  GVT accounted for $1.2 million of the increase.  Excluding the effect of GVT, operating expenses increased by 7.6%, with increases occurring in almost all categories associated with franchise growth.  Over half of the non-GVT expense growth came from salary and employee benefits cost increases.  These were higher due to a higher headcount, incumbent salary increases averaging 3.0%, and higher benefit costs.  Dollar changes for all other operating expense categories were modest, generally reflecting overall franchise growth.  For the remainder of the year, we expect growth in non-GVT operating expenses to be in the 3%-5% range, again reflective of franchise growth.

The quarterly effective tax rate was 27.6% in 2008 and 26.9% in 2007.  The change in the effective rate is attributable to the ratio of tax-exempt income to total income.

Allowance for Loan Losses and Net Charge-offs

Changes in the allowance for loan losses for the three-month periods ended March 31, 2008, and 2007 follow (dollars in thousands):

March 31,

2008 

2007 

Balance at beginning of period

$ 

9,679 

9,041 

  Provision for loan losses

580 

360 

  Loans charged off

(568)

(419)

  Recoveries on loans previously charged off

171 

147 

Balance at end of period

$ 

9,862 

9,129 

Allowance as a percentage of total period end loans

1.06 

%

1.07 

%

Allowance as a percentage of non-performing loans

170.2 

%

134.5 

%

The provision for loan losses for the three-month period ended March 31, 2008 was higher than the same period in 2007, with half of the increase driven by higher net charge-offs and the other half driven by overall growth in the loan portfolio.  The balance in the allowance, funded by the provision for loan losses, has increased with growth in the total loan portfolio from 2007. As discussed more fully in the Annual Report, we determine the amount necessary in the allowance for loan losses based upon a number of factors.  Based on our current assessment of the loan portfolio, we believe the amount of the allowance for loan losses at March 31, 2008, is adequate at $9.9 million.

Liquidity

There has been no material change from December 31, 2007, in our available sources of wholesale liquidity from either the Federal Home Loan Bank of New York (FHLB) or the Federal Reserve Bank of New York.  

For the three months ended March 31, 2008, cash flows from all activities provided $47.9 million in net cash and cash equivalents versus $33.2 million for the same period in 2007.  In both years’ first quarter, the principal source of cash inflows was deposits.  

Net cash provided by operating activities was $4.4 million in 2008 versus $2.1 million in 2007.  Both the largest source and use of operating cash in 2008 and 2007 were loans held for sale.  Activity in both years was fairly similar. Excluding the effects of loans held for sale, operating activities provided $4.2 million of cash for the three-month period in 2008 and $1.6 million in 2007.

For the first three months of 2008, investing activities provided $5.5 million in cash and equivalents while using $8.0 million in 2007. The largest uses in both years were net loan originations and purchases.  Investing activities provided funds in 2008, because we experienced significant cash inflows following calls of many of our U.S. Agency securities. This did not occur in 2007.

Cash provided by financing activities was $38.0 million in 2008 versus $39.1 million in 2007.  The main contributor in both years was deposit activity, which was significantly higher in 2008 than in 2007. Much of the 2008 increase and the related repayment of overnight borrowings is a result of the return of municipal deposits.

For the remainder of 2008, cash for growth is expected to come primarily from operating activities and customer deposits.  Customer deposit growth is mainly expected to come from Monroe County retail sources and Ontario County municipalities.

Contractual obligations

Less material, but a part of our ongoing operations, and expected to be funded through normal operations, are liquidity uses such as lease obligations, long-term debt repayments, and other funding commitments. There has been no material change from the information we presented in our Annual Report and Form 10-K for the year ended December 31, 2007.

Capital Resources

Under the regulatory framework for prompt corrective action, as of March 31, 2008, the Company and Bank are categorized as "well-capitalized."   This is unchanged from December 31, 2007, and management anticipates no change in this classification for the foreseeable future.

Impaired Loans and Non-Performing Assets

Impaired Loans

Information on impaired loans for the three-month periods ended March 31, 2008, and 2007 and twelve months ended December 31, 2007, follows (dollars in thousands):

Three Months

Twelve Months

Three Months

Ended

Ended

Ended

March 31,

December 31,

March 31,

2008 

2007 

2007 

Recorded investment at period end

$ 

5,706

5,230 

6,561 

Impaired loans as percent of total loans

0.61 

%

0.57 

%

0.77 

%

Impaired loans with related allowance

$ 

617 

868 

507 

Related allowance

$ 

426 

675 

320 

Average investment during period

$ 

5,468 

6,171 

6,503 

Interest income recognized during period

n/m

n/m

n/m

    n/m – not meaningful

During the most recent twelve months, we experienced a general reduction in total impaired and non-performing loans and an improvement in (reduction of) non-accrual loans in particular.  We continue to be successful in collecting amounts owed through third-party refinancing and principal amortization.  Some loans have been liquidated through foreclosure, and been successfully liquidated thereafter.  We believe the overall stabilization of impaired and non-accrual loans reflects our strong credit risk management.  

Should the positive trend of lower non-performing and lower non-accrual loans discontinue or reverse, and we experience declines in customers’ credit quality measured through loan impairment or internal loan classifications, it is likely we would need a higher allowance for loan losses as a percentage of total loans, which would necessitate an increase to the provision for loan losses. Though our local economy remains stable, state and national economic statistics suggest a slow-down, which could ultimately impact the ability of our borrowers to service their indebtedness to us.

Non-Performing Assets

Non-Performing Assets

(Dollars in thousands)

March 31,

December 31,

March 31,

2008 

2007 

2007 

Loans past due 90 days or more and accruing:

   Commercial, financial & agricultural

$ 

- 

36 

29 

   Real estate-commercial

- 

- 

132 

   Real estate-residential

- 

133 

- 

   Consumer and other

88 

86 

63 

       Total past due 90 days or more and accruing

88 

255 

224 

Loans in non-accrual status:

   Commercial, financial & agricultural

2,092 

971 

1,351 

   Real estate-commercial

3,370 

3,703 

4,513 

   Real estate-residential

231 

541 

668 

   Consumer and other

13 

15 

29 

       Total non-accrual loans

5,706 

5,230 

6,561 

          Total non-performing loans

5,794 

5,485 

6,785 

Other real estate owned

   Commercial

434 

459 

242 

   Residential

303 

232 

117 

       Total other real estate owned

737 

691 

359 

       Total non-performing assets

$ 

6,531 

6,176 

7,144 

Non-performing loans to total period-end loans

0.62