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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-12507

ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 22-2448962
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
250 GLEN STREET, GLENS FALLS, NEW YORK 12801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 745-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding as of April 30, 2003
Common Stock, par value $1.00 per share 7,896,865




ARROW FINANCIAL CORPORATION

FORM 10-Q

March 31, 2003


INDEX


PART I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002
Consolidated Statements of Income for the Three Month Periods Ended March 31, 2003 and 2002
Consolidated Statements of Changes in Shareholders' Equity for the Three Month Periods Ended March 31, 2003 and 2002
Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 2003 and 2002
Notes to Unaudited Consolidated Interim Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
SIGNATURES
CERTIFICATIONS Required Under Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer


ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)(Unaudited)
March 31,

2003

December 31,

2002

ASSETS
Cash and Due from Banks $ 24,423 $ 29,141
Federal Funds Sold 19,500 3,000
Cash and Cash Equivalents 43,923 32,141
Securities Available-for-Sale 331,583 326,661
Securities Held-to-Maturity (Approximate Fair
Value of $78,835 in 2003 and $79,476 in 2002) 75,943 74,505
Loans 841,161 811,292
Allowance for Loan Losses (11,388) (11,193)
Net Loans 829,773 800,099
Premises and Equipment, Net 13,676 13,715
Other Real Estate and Repossessed Assets, Net 231 194
Goodwill 9,297 9,297
Other Intangible Assets, Net 409 418
Other Assets 15,023 14,391
Total Assets $1,319,858 $1,271,421
LIABILITIES
Deposits:
Demand $ 133,519 $ 133,644
Regular Savings, N.O.W. & Money Market Deposit Accounts 602,936 565,545
Time Deposits of $100,000 or More 81,640 60,095
Other Time Deposits 196,628 198,723
Total Deposits 1,014,723 958,007
Short-Term Borrowings:
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 32,235 44,078
Other Short-Term Borrowings 1,044 4,420
Federal Home Loan Bank Advances 145,000 145,000
Guaranteed Preferred Beneficial Interests in

Corporation's Junior Subordinated Debentures

5,000 5,000
Other Liabilities 19,421 13,514
Total Liabilities 1,217,423 1,170,019
SHAREHOLDERS' EQUITY
Preferred Stock, $5 Par Value; 1,000,000 Shares Authorized --- ---
Common Stock, $1 Par Value; 20,000,000 Shares Authorized

(10,468,895 Shares Issued at March 31, 2003 and at December 31, 2002)

10,469 10,469
Surplus 115,365 115,110
Undivided Profits 16,441 13,611
Unallocated ESOP Shares (97,212 Shares at March 31, 2003

and at December 31, 2002)

(1,822) (1,822)
Accumulated Other Comprehensive Income 2,883 3,253
Treasury Stock, at Cost (2,476,751 Shares at March 31,
2003 and 2,440,090 Shares at December 31, 2002) (40,901) (39,219)
Total Shareholders' Equity 102,435 101,402
Total Liabilities and Shareholders' Equity $1,319,858 $1,271,421








See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)(Unaudited)


Three Months
Ended March 31,
2003 2002
INTEREST AND DIVIDEND INCOME
Interest and Fees on Loans $13,921 $14,147
Interest on Federal Funds Sold 29 31
Interest and Dividends on Securities Available-for-Sale 3,312 3,407
Interest on Securities Held-to-Maturity 833 837
Total Interest and Dividend Income 18,095 18,422
INTEREST EXPENSE
Interest on Deposits:
Time Deposits of $100,000 or More 421 663
Other Deposits 3,279 3,742
Interest on Short-Term Borrowings:
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase 100 118
Other Short-Term Borrowings 1 17
Federal Home Loan Bank Advances 1,706 1,492
Guaranteed Preferred Beneficial Interests in

Corporation's Junior Subordinated Debentures



119


119
Total Interest Expense 5,626 6,151
NET INTEREST INCOME 12,469 12,271
Provision for Loan Losses 405 615
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 12,064 11,656
OTHER INCOME
Income from Fiduciary Activities 867 1,063
Fees for Other Services to Customers 1,617 1,345
Net Gains on Securities Transactions 368 20
Other Operating Income 179 221
Total Other Income 3,031 2,649
OTHER EXPENSE
Salaries and Employee Benefits 4,750 4,514
Occupancy Expense of Premises, Net 639 603
Furniture and Equipment Expense 671 612
Other Operating Expense 1,955 2,043
Total Other Expense 8,015 7,772
INCOME BEFORE PROVISION FOR INCOME TAXES 7,080 6,533
Provision for Income Taxes 2,274 2,066
NET INCOME $ 4,806 $ 4,467
Average Basic Shares Outstanding 7,916 8,011
Average Diluted Shares Outstanding 8,087 8,202
Per Common Share:
Basic Earnings $ .61 $ .56
Diluted Earnings .59 .54










See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In Thousands, Except Share and Per Share Amounts) (Unaudited)

Accumulated
Unallo- Other Com-
cated prehensive
Shares Common Undivided ESOP (Loss) Treasury
Issued Stock Surplus Profits Shares Income Stock Total
Balance at December 31, 2002 10,468,895 $10,469 $115,110 $13,611 $(1,822) $ 3,253 $(39,219) $101,402
Comprehensive Income, Net of Tax:
Net Income --- --- --- 4,806 --- --- --- 4,806
Net Unrealized Securities Holding

Losses Arising During the Period,

Net of Tax (Pre-tax $248)

--- --- --- --- --- (149) --- (149)
Reclassification Adjustment for

Net Securities Gains Included in

Net Income, Net of Tax

(Pre-tax $368)

--- --- --- --- --- (221) --- (221)
Other Comprehensive Loss (370)
Comprehensive Income 4,436
Cash Dividends Declared,

$.25 per Share

--- --- --- (1,976) --- --- --- (1,976)
Stock Options Exercised

(22,948 Shares)

--- --- 162 --- --- --- 196 358
Shares Issued Under the Employee

Stock Purchase Plan (5,400 Shares)

--- --- 89 --- --- --- 47 136
Tax Benefit for Disposition of

Stock Options

--- --- 4 --- --- --- --- 4
Purchase of Treasury Stock

(65,009 Shares)

--- --- --- --- --- --- (1,925) (1,925)
Balance at March 31, 2003 10,468,895 $10,469 $115,365 $16,441 $(1,822) $ 2,883 $(40,901) $102,435


Balance at December 31, 2001 9,970,376 $9,970 $99,459 $17,268 $(1,941) $ 1,562 $(34,814) $91,504
Comprehensive Income, Net of Tax:
Net Income --- --- --- 4,332 --- --- --- 4,332
Increase in Additional Pension

Liability Over Unrecognized

Prior Service Costs (Pre-tax $147)





---




---




---




---




---




(88)




---




(88)
Net Unrealized Securities Holding

Losses Arising During the Period,

Net of Tax (Pre-tax $1,560)

--- --- --- --- --- (933) --- (933)
Reclassification Adjustment for

Net Securities Gains Included in

Net Income, Net of Tax

(Pre-tax $20)

--- --- --- --- --- (12) --- (12)
Other Comprehensive Loss (1,033)
Comprehensive Income 3,299
Cash Dividends Declared,

$.219 per Share

--- --- --- (1,758) --- --- --- (1,758)
Stock Options Exercised

(17,204 Shares)

--- --- 106 --- --- --- 151 257
Shares Issued Under the Employee

Stock Purchase Plan (5,369 Shares)

--- --- 79 --- --- --- 48 127
Tax Benefit for Disposition of

Stock Options

--- --- 56 --- --- --- --- 56
Purchase of Treasury Stock

(46,161 Shares)

--- --- --- --- --- --- (1,274) (1,274)
Allocation of ESOP Stock

(1,300 Shares)

--- --- 12 --- 27 --- --- 39
Balance at March 31, 2002 9,970,376 $9,970 $99,712 $19,842 $(1,914) $ 529 $(35,889) $92,250


See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)(Unaudited)

Three Months
Ended March 31,
2003 2002
Operating Activities:
Net Income $ 4,806 $ 4,332
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Provision for Loan Losses 405 615
Depreciation and Amortization 1,197 725
Compensation Expense for Allocated ESOP Shares --- 39
Gains on the Sale of Securities Available-for-Sale (368) (20)
Loans Originated and Held for Sale (1,540) (1,204)
Proceeds from the Sale of Loans Held-for-Sale 1,568 1,205
Net Gains on the Sale of Loans, Premises and Equipment, Other Real Estate

Owned and Repossessed Assets

(22) (18)
Tax Benefit from Disposition of Stock Options 4 56
Deferred Income Tax Expense (Benefit) 36 (136)
Increase in Interest Receivable (270) (477)
Decrease in Interest Payable (73) (171)
(Increase) Decrease in Other Assets (189) 301
Increase (Decrease) in Other Liabilities 980 (2,182)
Net Cash Provided By Operating Activities 6,534 3,605
Investing Activities:
Proceeds from the Sale of Securities Available-for-Sale 54,722 520
Proceeds from the Maturities and Calls of Securities Available-for-Sale 36,475 23,117
Purchases of Securities Available-for-Sale (92,227) (36,278)
Proceeds from the Maturities of Securities Held-to-Maturity --- 263
Purchases of Securities Held-to-Maturity (1,437) (742)
Net Increase in Loans (30,348) (3,369)
Proceeds from the Sales of Premises and Equipment, Other Real Estate Owned and

Repossessed Assets

223 317
Purchases of Premises and Equipment (250) (383)
Net Cash Used In Investing Activities (32,842) (16,555)
Financing Activities:
Net Increase in Deposits 56,716 10,072
Net Decrease in Short-Term Borrowings (15,219) (5,383)
Proceeds from Federal Home Loan Bank Advances 10,000 ---
Repayments of Federal Home Loan Bank Advances (10,000) ---
Purchases of Treasury Stock (1,925) (1,274)
Exercise of Stock Options and Shares Issued to Employees' Stock Purchase Plan 494 384
Cash Dividends Paid (1,976) (1,758)
Net Cash Provided By Financing Activities 38,090 2,041
Net Increase (Decrease) in Cash and Cash Equivalents 11,782 (11,449)
Cash and Cash Equivalents at Beginning of Period 32,141 41,944
Cash and Cash Equivalents at End of Period $43,923 $30,495
Supplemental Cash Flow Information:
Interest Paid $ 5,700 $ 6,322
Income Taxes Paid 75 3,959
Transfer of Loans to Other Real Estate Owned and Repossessed Assets 269 295
Purchases of Available-for-Sale Securities to be Settled After Period-End 5,000 ---


See Notes to Unaudited Consolidated Interim Financial Statements.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FORM 10-Q

March 31, 2003




1. Financial Statement Presentation

In the opinion of the management of Arrow Financial Corporation (the "Company"), the accompanying unaudited consolidated interim financial statements contain all of the adjustments necessary to present fairly the financial position as of March 31, 2003 and December 31, 2002; the results of operations for the three month periods ended March 31, 2003 and 2002; the changes in shareholders' equity for the three month periods ended March 31, 2003 and 2002; and the cash flows for the three month periods ended March 31, 2003 and 2002. All such adjustments are of a normal recurring nature. The consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended December 31, 2002, included in the Company's 2002 Form 10-K.



2. Accumulated Other Comprehensive Income (In Thousands)

The following table presents the components, net of tax, of accumulated other comprehensive income as of March 31, 2003 and December 31, 2002:

2003 2002
Excess of Additional Pension Liability Over Unrecognized Prior Service Cost $ (706) $ (706)
Net Unrealized Holding Gains on Securities Available-for-Sale 3,589 3,959
Total Accumulated Other Comprehensive Income $2,883 $3,253



3. Earnings Per Common Share (Restated for Stock Dividends, In Thousands, Except Per Share Amounts)

The following table presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per common share (EPS) for the three month periods ended March 31, 2003 and 2002:

Income Shares Per Share
(Numerator) (Denominator) Amount
For the Three Months Ended March 31, 2003:
Basic EPS $4,806 7,916 $.61
Dilutive Effect of Stock Options --- 171
Diluted EPS $4,806 8,087 $.59
For the Three Months Ended March 31, 2002:
Basic EPS $4,467 8,011 $.56
Dilutive Effect of Stock Options --- 191
Diluted EPS $4,467 8,202 $.54




4. Goodwill and Other Intangible Assets (In Thousands)

The Company adopted SFAS No. 147, "Acquisitions of Certain Financial Institutions," during the quarter ended September 30, 2002. SFAS No. 147 affects the accounting for an unidentifiable intangible asset acquired in the acquisition of a bank or thrift (including acquisitions of branches), where the fair value of the liabilities assumed exceeded the fair value of the assets acquired. Under SFAS No. 147, if such a transaction met the criteria for a business combination, the carrying amount of the unidentifiable intangible asset is reclassified to goodwill (reclassified goodwill) as of the date SFAS No. 142 was applied in its entirety, which for the Company was January 1, 2002. The carrying amounts of any recognized intangible assets that meet the recognition criteria of SFAS No. 141 that have been included in the amount reported as an unidentifiable intangible asset, and for which separate accounting records have been maintained, should be accounted for apart from the unidentifiable intangible asset and should not be reclassified to goodwill. The reclassified goodwill should be accounted for and reported prospectively as goodwill under SFAS No. 142, for which amortization is not required, but which must be evaluated annually for impairment. Prior to the adoption of SFAS No. 147, effective retroactive to January 1, 2002, the Company's unidentifiable intangible asset was being amortized over 15 years on a straight-line basis.

Management concluded that the acquisition of branches that gave rise to the unidentifiable intangible asset was a business combination under SFAS No. 147, and therefore ceased amortizing the reclassified goodwill retroactive to January 1, 2002. The carrying amount of the unidentifiable intangible asset related to the branch acquisitions and reclassified as goodwill was $9,297 as of January 1, 2002.

The carrying amounts of recognized intangible assets that meet the recognition criteria of SFAS No. 141 and for which separate accounting records have been maintained, primarily core deposit intangibles, have been included in the consolidated balance sheet as Other Intangible Assets, Net. Core deposit intangibles are being amortized on a straight-line basis over a period of 15 years.

The following table presents information on the Company's intangible assets (other than goodwill) as of March 31, 2003 and December 31, 2002:





Depositor

Intangibles

Pension Intangible

Asset





Total
Gross Carrying Amount, March 31, 2003 $560 $322 $ 882
Accumulated Amortization (473) --- (473)
Net Carrying Amount, March 31, 2003 $ 87 $322 $ 409
Gross Carrying Amount, December 31, 2002 $560 $332 $ 882
Accumulated Amortization (464) --- (464)
Net Carrying Amount, December 31, 2002 $ 96 $332 $ 418
2003 Amortization Expense (First Quarter) $ 9 $ --- $ 9
2002 Amortization Expense (First Quarter) 9 $ --- 9
Estimated Annual Amortization Expense:
2003 37 --- 37
2004 37 --- 37
2005 22 --- 22




5. Stock-Based Compensation Plans

The Company accounts for its stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income (other than for certain stock appreciation rights granted in 1992 and earlier, all of which have been exercised as of March 31, 2003), as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of grant. However, options granted do generally impact diluted earnings per share by increasing the weighted average diluted shares outstanding and thereby decreasing diluted earnings per share as compared to basic earnings per share.

There were no options granted in the first quarter of 2003. The weighted-average fair value of options granted during 2002 was $7.61. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2002: dividend yield of 3.24%; expected volatility of 27.5%; risk free interest rate of 3.13%; and expected lives of 7.0 years. The effects of applying SFAS No. 123 on the pro forma net income may not be representative of the effects on pro forma net income for future periods. The Company also sponsors an Employee Stock Purchase Plan (ESPP) with a 15% discount. Under SFAS No. 123, the ESPP is considered compensatory and the entire discount is considered to be compensation expense in the pro forma disclosures.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation plans.

Quarter Ended March 31,
2003 2002
Net Income, as Reported $4,806 $4,467
Deduct: Total stock-based employee compensation expense

determined under fair value based method for all awards, net of

related tax effects

102 84
Pro Forma Net Income $4,704 $4,383
Earnings per Share:
Basic - as Reported $.61 $.56
Basic - Pro Forma .59 .55
Diluted - as Reported .59 .54
Diluted - Pro Forma .58 .53




6. Guarantees

The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. Standby and other letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Typically, these instruments have terms of twelve months or less. Some expire unused, and therefore, the total amounts do not necessarily represent future cash requirements. Some have automatic renewal provisions.

For letters of credit, the amount of the collateral obtained, if any, is based on management's credit evaluation of the counter-party. The Company had approximately $2.3 million of standby letters of credit on March 31, 2003, most expire within one year and many were uncollateralized. At that date, all the letters of credit were for private borrowing arrangements. The fair value of the Company's standby letters of credit at March 31, 2003 was insignificant and there was no liability recognized on the Company's unaudited consolidated balance sheet as of March 31, 2003.

Independent Auditors' Review Report

The Board of Directors and Shareholders

Arrow Financial Corporation

We have reviewed the accompanying consolidated balance sheet of Arrow Financial Corporation and subsidiaries (the "Company") as of March 31, 2003, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the three-month periods ended March 31, 2003 and 2002. These consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Arrow Financial Corporation and subsidiaries as of December 31, 2002, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 21, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



/s/ KPMG LLP









Albany, New York

April 16, 2003









Item 2.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

March 31, 2003


Cautionary Statement under Federal Securities Laws: The information contained in this Quarterly Report on Form 10-Q includes statements that are not historical in nature but rather are based on management's beliefs, assumptions, expectations, estimates and projections about the future. These statements are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a degree of uncertainty and attendant risk. Words such as "expects," "believes," "anticipates," "should," "plans," "will," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. Some of these statements are merely presentations of what future performance or changes in future performance would look like based on hypothetical assumptions and on simulation models. Others are based on management's general perceptions of market conditions and trends in activity, both locally and nationally, as well as current management strategies for future operations and development.

Examples of forward-looking statements in this report are (i) the statements in the last paragraph under the interest rate table set forth in the section entitled: "Key Interest Rate Changes 1999-2003" regarding the anticipated impact on the Company's cost of deposits, net interest margin and net interest income of possible future Federal Reserve interest rate cuts, and (ii) the statements in the first paragraph under the caption "Quarterly Taxable Equivalent Yield on Loans" regarding loan yields in upcoming periods. Forward-looking statements in this Report are not guarantees of future performance and involve certain risks and uncertainties that are difficult to quantify or, in some cases, to identify. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast. Factors that could cause or contribute to such differences include, but are not limited to, unexpected changes in economic and market conditions, including unanticipated fluctuations in interest rates, new developments in state and federal regulation, enhanced competition from unforeseen sources, new emerging technologies, sharp fluctuations in capital markets and similar risks inherent in banking operations. Significant geopolitical developments, whether or not anticipated, also may cause differences between expected future outcomes as expressed in forward-looking statements and actual outcomes. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as expressly required under applicable laws and regulations, the Company undertakes no obligation to revise or update forward-looking statements contained in this report to reflect the occurrence of unanticipated events. This quarterly report should be read in conjunction with the Company's Annual Report on Form 10-K for December 31, 2002.

Arrow Financial Corporation (the "Company") is a two bank holding company headquartered in Glens Falls, New York. Its banking subsidiaries are Glens Falls National Bank and Trust Company ("GFNB") whose main office is located in Glens Falls, New York, and Saratoga National Bank and Trust Company ("SNB") whose main office is located in Saratoga Springs, New York.

Peer Group Comparisons: At certain points in the ensuing discussion and analysis, the Company's performance is compared with that of its peer group of financial institutions. Unless otherwise specifically stated, this peer group is the group of 169 domestic bank holding companies with $1 to $3 billion in total consolidated assets identified in the Federal Reserve Board's "Bank Holding Company Performance Report" dated December 31, 2002. Peer group data presented in this report was obtained from the Federal Reserve's Bank Holding Company Performance Report.

Use of Non-GAAP Financial Measures: The Securities and Exchange Commission (SEC) recently adopted Regulation G, which applies to all public disclosures, including earnings releases, made by registered companies after March 28, 2003, that contain "non-GAAP financial measures." Under Regulation G, companies making such disclosures must also disclose, along with the non-GAAP financial measures, certain additional information, including a reconciliation of the non-GAAP financial measures to the closest comparable GAAP financial measures and a statement of management's reasons for utilizing the non-GAAP financial measures as part of the Company's financial disclosures. At the same time that the SEC issued Regulation G, it also made amendments to Item 10 of Regulation S-K, requiring companies to make the same sorts of supplemental disclosures whenever they include non-GAAP financial measures in filings with the SEC. Under these new rules, certain specific types of commonly used financial measures that are not based on GAAP have nevertheless been exempted by the SEC from the definition of "non-GAAP financial measures," such that supplemental information is not required when companies include these exempted measures in their public disclosures or SEC filings. GAAP is generally accepted accounting principles in the United States of America.

Tax Equivalent Net Interest Income and Net Interest Margin: Net interest income, as a component of the tabular presentation by financial institutions of Selected Financial Information regarding their recently completed operations, typically is presented on a tax-equivalent basis. That is, to the extent that some component of the issuer's net interest income will be exempt from taxation (e.g., was received by the issuer as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. This adjustment is considered helpful in the comparison of one financial institution's net interest income to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios. Moreover, net interest income is a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, tax-equivalent net interest income is generally used by institutions, again to provide a better basis of comparison from institution to institution.

-

The Efficiency Ratio: Financial institutions often use an "efficiency ratio" as a measure of expense control. The efficiency ratio typically is defined as the ratio of noninterest expense to net interest income and other income. As in the case of net interest income generally, net interest income as utilized in calculating the efficiency ratio is typically expressed on a tax-equivalent basis. Moreover, most issuers also adjust both noninterest expense and other income to exclude therefrom certain component elements, such as intangible asset amortization (deducted from noninterest expense) and securities gains or losses (deducted from other income), in calculating the efficiency ratio.



Management is unable to predict whether the SEC will regard, or continue to regard, these or certain other financial measures used by the Company in its normal presentation of financial information as "non-GAAP financial measures" within the meaning of the SEC's new rules.

OVERVIEW

Selected Quarterly Information:

(Dollars In Thousands, Except Per Share Amounts)

Per share amounts have been restated for the November 2002 5% stock dividend.
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Net Income $4,806 $4,776 $4,874 $4,777 $4,467
Transactions Recorded in Net Income (Net of Tax):
Net Securities Gains (Losses) 221 (43) --- 92 12
Demutualization Benefit from an Employee Group

Insurance Trust

--- --- --- 55 ---
Recovery Related to Former Vermont Operations --- 103 --- --- ---
Net Gains on the Sale of Other Real Estate Owned 7 --- 2 --- 12
Period End Shares Outstanding 7,895 7,932 7,942 7,968 7,992
Basic Average Shares Outstanding 7,916 7,929 7,966 7,990 8,011
Diluted Average Shares Outstanding 8,087 8,118 8,169 8,186 8,202
Basic Earnings Per Share .61 .60 .61 .60 .56
Diluted Earnings Per Share .59 .59 .60 .58 .54
Cash Dividends .25 .25 .24 .24 .22
Stock Dividends --- 5% --- --- ---
Average Assets $1,287,240 $1,287,493 $1,227,012 $1,198,045 $1,151,352
Average Equity 101,943 100,645 99,009 95,054 92,995
Return on Average Assets 1.51% 1.47% 1.58% 1.60% 1.57%
Return on Average Equity 19.12 18.83 19.53 20.16 19.48
Average Earning Assets $1,229,909 $1,228,619 $1,168,305 $1,140,927 $1,094,530
Average Paying Liabilities 1,037,209 1,033,150 972,168 957,477 916,413
Interest Income, Tax-Equivalent 1 18,647 19,465 19,457 19,428 18,935
Interest Expense 5,626 6,270 6,315 6,371 6,151
Net Interest Income, Tax-Equivalent 1 13,021 13,195 13,142 13,057 12,784
Tax-Equivalent Adjustment 552 541 535 550 513
Net Interest Margin 1 4.29% 4.26% 4.46% 4.59% 4.74%
Efficiency Ratio Calculation 1
Noninterest Expense $ 8,015 $ 8,105 $ 7,763 $ 7,757 $ 7,772
Less: Intangible Asset Amortization (9) (10) (9) (9) (9)
Net Noninterest Expense 8,006 8,095 7,754 7,748 7,763
Net Interest Income, Tax-Equivalent 13,021 13,195 13,142 13,057 12,784
Noninterest Income 3,031 2,924 2,843 2,897 2,649
Less: Net Securities (Gains) Losses (368) 73 --- (153) (20)
Net Gross Income 15,684 16,192 15,683 15,683 15,683
Efficiency Ratio 1 51.05% 49.99% 48.51% 49.03% 50.37%


Tier 1 Leverage Ratio
7.44% 7.42% 7.52% 7.50% 7.61%
Total Shareholders' Equity (i.e. Book Value) $102,435 $101,402 $100,009 $96,944 $92,385
Book Value per Share 12.97 12.78 12.59 12.17 11.56
Intangible Assets 9,706 9,715 9,959 9,969 9,978
Tangible Book Value per Share 11.75 11.56 11.34 10.91 10.31
Net Loans Charged-off as a

Percentage of Average Loans, Annualized

.10% .13% .10% .06% .13%
Provision for Loan Losses as a

Percentage of Average Loans, Annualized

.20 .22 .31 .32 .33
Allowance for Loan Losses as a

Percentage of Period-end Loans

1.35 1.38 1.40 1.37 1.33
Allowance for Loan Losses as a

Percentage of Nonperforming Loans

578.95 436.89 324.24 324.60 295.84
Nonperforming Loans as a

Percentage of Period-end Loans

.23 .32 .43 .42 .45
Nonperforming Assets as a

Percentage of Period-end Total Assets

.17 .22 .30 .29 .32


1 See "Use of Non-GAAP Financial Measures" on the preceding page.

Average Consolidated Balance Sheets and Net Interest Income Analysis

(see "Use of Non-GAAP Financial Measures")

(Fully Taxable Basis using a marginal tax rate of 35%)

(Dollars In Thousands)

Quarter Ended March 31, 2003 2002
Interest Rate Interest Rate
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid
Federal Funds Sold $ 9,980 $ 29 1.18% $ 7,946 $ 31 1.58%
Securities Available-for-Sale:
Taxable 302,442 3,218 4.32 245,681 3,335 5.51
Non-Taxable 16,914 183 4.39 9,319 132 5.74
Securities Held-to-Maturity:
Taxable 459 5 4.42 561 7 5.06
Non-Taxable 74,736 1,202 6.52 74,948 1,191 6.44
Loans 825,378 14,010 6.88 756,075 14,239 7.64
Total Earning Assets 1,229,909 18,647 6.15 1,094,530 18,935 7.02
Allowance For Loan Losses (11,311) (9,901)
Cash and Due From Banks 30,980 30,211
Other Assets 37,662 36,512
Total Assets $1,287,240 $1,151,352
Deposits:
Interest-Bearing NOW Deposits $ 321,091 1,146 1.45 $ 254,496 995 1.59
Regular and Money Market Savings 266,416 624 0.95 210,767 764 1.47
Time Deposits of $100,000 or More 65,816 421 2.59 98,382 663 2.73
Other Time Deposits 198,715 1,509 3.08 196,718 1,983 4.09
Total Interest-Bearing 852,038 3,700 1.76 760,363 4,405 2.35
Short-Term Borrowings 38,616 101 1.06 36,050 135 1.52
Long-Term Debt 146,555 1,825 5.05 120,000 1,611 5.44
Total Interest-Bearing Liabilities 1,037,209 5,626 2.20 916,413 6,151 2.72
Demand Deposits 133,446 124,543
Other Liabilities 14,642 17,401
Total Liabilities 1,185,297 1,058,357
Shareholders' Equity 101,943 92,995
Total Liabilities and Shareholders' Equity $1,287,240 $1,151,352
Net Interest Income (Fully Taxable Basis) 13,021 12,784
Net Interest Spread 3.95% 4.30%
Net Interest Margin 4.29% 4.74%
Reversal of Tax-Equivalent Adjustment (552) (.18)% (513) (.19)%
Net Interest Income, As Reported $12,469 $12,271


The Company reported earnings of $4.8 million for the first quarter of 2003, an increase of $339 thousand, or 7.6%, over the first quarter of 2002. Diluted earnings per share were $.59 and $.54 for the two respective periods, an increase of 9.3% from the first quarter of 2002 to the first quarter of 2003. The returns on average assets were 1.51% and 1.57% for the first quarters of 2003 and 2002, respectively. The returns on average equity were 19.12% and 19.48% for the first quarters of 2003 and 2002, respectively.

Total assets were $1.320 billion at March 31, 2003, which represented an increase of $48.4 million, or 3.8%, from December 31, 2002, and an increase of $165.6 million, or 14.4%, above the level at March 31, 2002.

The increase in total assets from December 31, 2002 to March 31, 2003 was driven primarily by an increase in deposits. The Company was able to deploy most of its newly derived deposits into new loan originations, and the remainder was placed in short-term investments, primarily federal funds.

Shareholders' equity increased $1.0 million during the first three months of 2003, reflecting net income of $4.8 million less net unrealized losses on securities available-for-sale (net of tax) of approximately $370 thousand, cash dividends of $2.0 million and stock repurchases (net of new stock issuances) of $1.5 million. The Company's regulatory capital ratios continued to exceed regulatory minimum requirements at period-end and the Company and both Company banks qualified as "well-capitalized" under federal bank regulatory guidelines.



CHANGE IN FINANCIAL CONDITION

Summary of Consolidated Balance Sheet Data

(Dollars in Thousands) (at Period-End)

$ Change $ Change % Change % Change
Mar 2003 Dec 2002 Mar 2002 From Dec From Mar From Dec From Mar
Federal Funds Sold $ 19,500 $ 3,000 $ 5,000 $ 16,500 $ 14,500 550.0 290.0
Securities Available for Sale 331,583 326,661 262,615 4,922 68,968 1.5 26.3
Securities Held to Maturity 75,943 74,505 75,415 1,438 528 1.9 0.7
Loans, Net of Unearned Income (1) 841,161 811,292 758,258 29,869 82,903 3.7 10.9
Allowance for Loan Losses 11,388 11,193 10,100 195 1,288 1.7 12.8
Earning Assets (1) 1,268,187 1,215,458 1,101,288 52,729 166,899 4.3 15.2
Total Assets 1,319,858 1,271,421 1,154,224 48,437 165,634 3.8 14.4
Demand Deposits $ 133,519 $133,644 $125,702 $ (125) $ 7,817 (0.1) 6.2
NOW, Regular Savings &
Money Market Deposit Accounts 602,936 565,545 487,383 37,391 115,553 6.6 23.7
Time Deposits of $100,000 or More 81,640 60,095 85,104 21,545 (3,464) 35.9 (4.1)
Other Time Deposits 196,628 198,723 197,381 (2,095) (753) (1.1) (0.4)
Total Deposits $1,014,723 $958,007 $895,570 $ 56,716 $119,153 5.9 13.3
Short-Term Borrowings $ 33,279 $ 48,498 $ 32,262 $ (15,219) $ 1,017 (31.4) 3.2
Federal Home Loan Bank Advances 145,000 145,000 115,000 --- 30,000 0.0 26.1
Shareholders' Equity 102,435 101,402 92,385 1,033 10,050 1.0 10.9


1 Includes Nonaccrual Loans

Increases in Sources of Funds: Increases in internally generated deposit balances (a net increase of $56.7 million, or 5.9%, from December 31, 2002 to March 31, 2003) accounted for all of the increase in the Company's sources of funds. There was no increase in long-term borrowings, and short-term borrowings decreased by $15.2 million, or 31.4%, from year-end balances. The Company experienced moderate growth in money market savings accounts attributable to consumer deposits. Demand deposits and other time deposits remained essentially unchanged over the period.

Deployment of Funds into Earning Assets: Total loans at March 31, 2003 amounted to $841.2 million, an increase of $29.9 million, or 3.7%, from December 31, 2002, and an increase of $82.9 million, or 10.9%, from March 31, 2002. The area of the loan portfolio experiencing the greatest increase over the twelve month period was residential real estate loans, followed by commercial and commercial real estate loans. Indirect consumer loans increased by 6.0% over the period, and continued to represent the largest single category of loans within the portfolio. The increase in indirect loans came at the end of the twelve-month period. From September 30, 2001, to September 30, 2002, indirect loan balances remained essentially unchanged in absolute terms, and declined slightly as a percentage of the overall portfolio, in the face of manufacturers' heavily subsidized vehicle financing programs. During the last two quarters, however, the Company became more aggressive in its competition for pricing these loans and balances have begun to grow again.

While it is the intention of the Company that the greatest portion of its earning assets will consist of high quality loans, much of the asset growth occurring in the first quarter of 2003 took place in the investment securities portfolio and federal funds, as cash flows from deposits and maturing investments and loans exceeded loan originations. On a long-term basis, however, our loan growth generally has matched our deposit growth in percentage terms and we expect this trend to continue in forthcoming periods. As reported in the Consolidated Statement of Cash Flows, the cash flow received from the maturities and calls of securities in the available-for-sale portfolio amounted to $36.5 million for the first three months of 2003. Most of these cash flows resulted from the monthly amortization of mortgage-backed securities. Among other needs, this cash flow is available to fund loan growth or for redeployment in the available-for-sale portfolio.

Deposit Trends

The following two tables provide information on trends in the balance and mix of the Company's deposit portfolio by presenting, for each of the last five quarters, the quarterly average balances by deposit type and the percentage of total deposits represented by each deposit type.

Quarterly Average Deposit Balances

(Dollars in Thousands)

Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Demand Deposits $133,446 $135,915 $138,336 $129,844 $124,543
Interest-Bearing Demand Deposits 321,091 313,517 273,069 287,832 254,496
Regular and Money Market Savings 266,416 254,415 236,890 217,526 210,767
Time Deposits of $100,000 or More 65,816 64,158 71,257 93,760 98,382
Other Time Deposits 198,715 203,139 206,136 198,910 196,718
Total Deposits $985,484 $971,144 $925,688 $927,872 $884,906


Percentage of Average Quarterly Deposits
Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Demand Deposits 13.5% 14.0% 14.9% 14.0% 14.1%
Interest-Bearing Demand Deposits 32.6 32.3 29.5 31.1 28.8
Regular and Money Market Savings 27.0 26.2 25.6 23.4 23.8
Time Deposits of $100,000 or More 6.7 6.6 7.7 10.1 11.1
Other Time Deposits 20.2 20.9 22.3 21.4 22.2
Total Deposits 100.0% 100.0% 100.0% 100.0% 100.0%


For a variety of reasons, the Company typically experiences little net deposit growth in the first quarter of the year. However, total deposits at March 31, 2003 increased over year-end balances by 6.9%. This increase was artificially enhanced by an atypical increase in municipal deposits at period-end, resulting from an automatic deposit of New York State funds into certain municipal accounts (approximately $20 million) on March 31, rather than on April 1, as usual. Over the last twelve months, the Company experienced growth in all categories of non-maturity deposits, except for other time deposits and time deposits of $100,000 or more, which remained essentially flat. The Company experienced modest growth in demand and NOW accounts, and significant growth in money market savings accounts, which increased $53.0 million, or 49.1% from March 31, 2002 to March 31, 2003. Early in 2002, the Company opened a new branch in Saratoga Springs, New York, but otherwise the increase in deposits was achieved through the Company's existing base of branches.

Quarterly Average Rate Paid on Deposits
Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Demand Deposits ---% ---% ---% ---% ---%
Interest-Bearing Demand Deposits 1.45 1.54 1.49 1.66 1.59
Regular and Money Market Savings 0.95 1.24 1.38 1.45 1.47
Time Deposits of $100,000 or More 2.59 2.75 2.87 2.76 2.73
Other Time Deposits 3.08 3.38 3.67 3.88 4.09
Total Deposits 1.52 1.71 1.83 1.97 2.02


Key Interest Rate Changes 1999 - 2003

Federal
Date Discount Rate Funds Rate Prime Rate
November 6, 2002 .75% 1.25% 4.25%
December 11, 2001 1.25 1.75 4.75
November 6, 2001 1.50 2.00 5.00
October 2, 2001 2.00 2.50 5.50
September 17, 2001 2.50 3.00 6.00
August 21, 2001 3.00 3.50 6.50
June 27, 2001 3.25 3.75 6.75
May 15, 2001 3.50 4.00 7.00
April 18, 2001 4.00 4.50 7.50
March 20, 2001 4.50 5.00 8.00
January 31, 2001 5.00 5.50 8.50
January 3, 2001 5.50 6.00 9.00
May 16, 2000 6.00 6.50 9.50
March 21, 2000 5.50 6.00 9.00
February 2, 2000 5.25 5.75 8.75
November 16, 1999 5.00 5.50 8.50
August 25, 1999 4.75 5.25 8.25
June 30, 1999 4.50 5.00 8.00


The Company's net interest income for the past several years has been sensitive to and impacted by changes in prevailing market interest rates. Generally, there has been a negative correlation between changes in interest rates and net interest income in ensuing periods. As indicated in the table above, prevailing interest rates economy-wide increased in the second half of 1999 and throughout 2000, following a long period of flat or slowly-declining prevailing interest rates. The 1999 rate hikes had a moderately negative impact on financial results for 1999, as the Company experienced decreases in the average rate earned on earning assets and the average rate paid on earning liabilities in the second half of that year, and more importantly, experienced decreases in net interest spread and net interest margin. However, the full negative impact of rising rates was felt more sharply in 2000, when the decrease in net interest margin due to rising rates was significant.

In the first quarter of 2001, the Federal Reserve Board reversed direction and began decreasing short-term interest rates rapidly and significantly in response to perceived weakening in the economy. By December 2001, the total decrease in prevailing short-term interest rates for the year was 475 basis points. In the first ten months of 2002, there were no further rate changes, but the Federal Reserve Board resumed its rate cutting in November 2002 by decreasing rates another 50 basis points. Throughout all of 2001 and most of 2002, we experienced positive developments in our net interest margin and net interest spread, and as a consequence in our net interest income. These positive developments were at least in part a reflection of differing repricing sensitivities of our asset and liability portfolios, as our interest-bearing liabilities (chiefly, deposits) repriced downward more rapidly than our earning assets (primarily loans). While our cost of deposits decreased in all quarters of 2001 and 2002, we did not experience a decrease in the average yield in our loan portfolio until the second quarter of 2001, and such decreases as we then experienced in successive quarters of 2001 and into 2002 were initially not as significant as the decreases we continued to experience in our average cost of deposits. See the discussion under "Loan Trends" later in this report for a more complete analysis of yield trends in the loan portfolio.

The Federal Reserve Board's decrease in short-term interest rates in November 2002 had a more limited impact on our cost of deposits, because at the time rates on several of our deposit products, such as savings and NOW accounts, were already priced at such low levels that a matching 50 basis point decrease in rates was not practical or sustainable. The Company did lower rates to a lesser extent on all major categories of non-maturity deposit products, resulting in a small increase in the net interest margin from the last quarter of 2002 to the first quarter of 2003. Net interest margin was 4.29% for the first quarter of 2003, an improvement of 3 basis points from 4.26% for the fourth quarter of 2002. See the discussion of net interest income and net interest margin in the section of this report entitled "Use of Non-GAAP Financial Measures," at the beginning of Management's Discussion and Analysis.

During periods of falling interest rates, we typically experience a pattern where customers reinvest maturing time deposits in non-maturity deposit products, pending a turn around in rates. At December 31, 2000, before interest rates began their two-year decline, the Company's time deposits represented approximately 42% of all deposits. At March 31, 2003, after the steep decline in interest rates, time deposits constituted only 27% of our total deposits. This shift away from time deposits to no- or low-interest demand deposits, savings and money market savings accounts contributed to the widening of our net interest margins over the period of falling rates.

Management is unable to predict whether prevailing interest rates will rise, fall or remain stable in upcoming periods, although further substantial decreases in prevailing rates are viewed as unlikely. Management also is not able to predict what effect rising or falling rates may have on net interest margin and net interest income in upcoming periods, although generally it is expected that rising rates will put significant pressure on our net interest margin, and consequently on net interest income.

In both rising and falling rate environments, we face significant competitive pricing pressures in its marketplace for both deposits and loans, and thus ultimately both assets and liabilities may be expected to reprice proportionately in response to changes in market rates.

Non-Deposit Sources of Funds

The Company has borrowed funds from the Federal Home Loan Bank ("FHLB") under a variety of programs, including fixed and variable rate short-term borrowings and borrowings in the form of "convertible advances." These convertible advances have maturities of 2 - 10 years and are callable by the FHLB at certain dates beginning no earlier than one year from the issuance date. If the advances are called, the Company may elect to have the funds replaced by the FHLB at the then prevailing market rate of interest.

Management continues to explore and evaluate new non-deposit sources of funds. In 1999, the Company established a financing vehicle, Arrow Capital Trust I (the "Trust"). The Trust issued 30 year guaranteed preferred beneficial interests in junior subordinated debentures of the Company ("capital securities") in the aggregate amount of $5.0 million at a fixed rate of 9.5%, and then used the proceeds from the sale of the capital securities to acquire the junior subordinated debentures issued by the Company, bearing the same interest rate (9.5%) and similar amount ($5.0 million) The debentures and capital securities are redeemable (subject to any required regulatory approval) at the option of the Company beginning December 31, 2004. The capital securities, with associated expense that is tax deductible, qualify as Tier I capital of the Company under regulatory definitions. Under appropriate circumstances, the Company would be able to access additional funding using similar financial vehicles, with the proceeds qualifying as regulatory capital.

Loan Trends

The following two tables present, for each of the last five quarters, the quarterly average balances by loan type and the percentage of total loans represented by each loan type.

Quarterly Average Loan Balances

(Dollars in Thousands)
Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Commercial and Commercial Real Estate $174,745 $170,465 $168,204 $162,611 $154,732
Residential Real Estate 259,959 247,642 235,248 227,530 219,264
Home Equity 30,468 30,379 29,468 28,701 28,709
Indirect Consumer Loans 323,762 314,655 308,681 307,486 312,912
Direct Consumer Loans 36,444 37,287 37,441 38,781 40,458
Total Loans $825,378 $800,428 $779,042 $765,109 $756,075




Percentage of Quarterly Average Loans
Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Commercial and Commercial Real Estate 21.2% 21.3% 21.6% 21.3% 20.4%
Residential Real Estate 31.5 30.9 30.2 29.7 29.0
Home Equity 3.7 3.8 3.8 3.8 3.8
Indirect Consumer Loans 39.2 39.3 39.6 40.1 41.4
Direct Consumer Loans 4.4 4.7 4.8 5.1 5.4
Total Loans 100.0% 100.0% 100.0% 100.0% 100.0%


Indirect Loans: In the several years preceding the third quarter of 2001, the indirect consumer loan portfolio (consisting principally of auto loans financed through local dealerships where the Company acquires the dealer paper) was the fastest growing segment of the Company's loan portfolio, both in terms of absolute dollar amount and as a percentage of the overall portfolio. In the last five quarters, this segment of the portfolio has ceased to grow in absolute terms and has decreased as a percentage of the overall portfolio. This flattening out of indirect loans was largely the result of an aggressive campaign of zero rate and other subsidized financing commenced by the auto manufacturers in fall 2001. Indirect loans still represent the largest category of loans (39.2%) in the portfolio, and any developments threatening the indirect loan business generally may impact the Company due to our reliance on such loans. If auto manufacturers continue to offer heavily subsidized financing programs, our indirect loan portfolio is likely to continue to experience pressure and limited, if any, overall growth.

Residential Real Estate Loans: Residential real estate loans represented the second largest segment of the portfolio at March 31, 2003, at 31.5% of average loans for the quarter. Residential real estate loans increased $10.7 million during the period as originations of $29 million were offset by normal amortization, refinancings and prepayments. Residential real estate loans represented the fastest growing segment in the Company's loan portfolio for the first quarter of 2003.

Commercial and Commercial Real Estate Loans: Commercial and commercial real estate loans represented the second fastest growing segment of the Company's loan portfolio for the first quarter of 2003. These loan balances increased over $11 million since year-end 2002.

Quarterly Taxable Equivalent Yield on Loans

Quarter Ending
Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Commercial and Commercial Real Estate 6.86% 7.21% 7.24% 7.26% 7.42%
Residential Real Estate 6.93 7.04 7.16 7.29 7.46
Home Equity 5.27 5.76 6.02 6.19 6.43
Indirect Consumer Loans 6.82 7.20 7.48 7.70 7.81
Direct Consumer Loans 8.56 8.69 8.99 8.88 8.92
Total Loans 6.88 7.16 7.35 7.49 7.64


In general, the yield on the Company's loan portfolio and other earning assets has been impacted by changes in prevailing interest rates, as discussed above under the heading "Key Interest Rate Changes 1999 - 2003." Management expects that such will continue to be the case; that is, that loan yields will continue to rise and fall with changes in prevailing market rates, although the timing and degree of responsiveness will continue to be influenced by a variety of other factors, including the makeup of the loan portfolio, consumer expectations and preferences and the rate at which the portfolio expands. Many of the loans in the commercial portfolio have variable rates tied to prime, FHLB or U.S. Treasury indices. Additionally, there is a significant amount of cash flow from normal amortization and prepayments in all loan categories, and this cash flow reprices at current rates as new loans are generated at the lower current yields. As noted in the earlier discussion, during the recent period of declining rates (mid-2001 through 2002), we experienced a time lag between the impact of declining rates on our deposit portfolio and the impact on our loan portfolio, which positively affected the net interest margin during this period. Net interest margin expanded during 2001 and the first quarter of 2002. As prevailing rates and the Company's deposit rates began to flatten out in mid-2002, however, loan yields began to decline and further declines in loan yields may be expected, reinforced by the Federal Reserve's actions in November 2002 to decrease prevailing rates by 50 basis points. As a result, the net interest margin began to contract in the second quarter of 2002 and for the following two quarters. Net interest margin increased by 3 basis points in the first quarter of 2003 but management is unable to forecast significant margin expansion, if any, in upcoming periods.

Asset Quality

The following table presents information related to the Company's allowance and provision for loan losses for the past five quarters.

Summary of the Allowance and Provision for Loan Losses

(Dollars in Thousands)(Loans Stated Net of Unearned Income)

Mar 2003 Dec 2002 Sep 2002 Jun 2002 Mar 2002
Loan Balances:
Period-End Loans $841,161 $811,292 $ 785,941 $ 775,436 $758,258
Average Loans, Year-to-Date 825,378 775,296 766,826 760,617 756,075
Average Loans, Quarter-to-Date 825,378 800,428 779,042 765,109 756,075
Period-End Assets 1,319,858 1,271,421 1,262,965 1,193,702 1,154,089
Allowance for Loan Losses, Year-to-Date:
Allowance for Loan Losses, Beginning of Period $11,193 $ 9,720 $ 9,720 $ 9,720 $ 9,720
Provision for Loan Losses, Y-T-D 405 2,288 1,845 1,230 615