| 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 | ||||||
| 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.
| 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.
(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.
| 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.
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.
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 |