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8-K - ARROW FINANCIAL CORPform8kfy2011.htm
250 Glen Street
Glens Falls, NY
Contact: Timothy C. Badger
Tel: (518)745-1000
Fax: (518)745-1976

TO: All Media
DATE: Tuesday, January 24, 2012

Arrow Reports Solid Fourth Quarter Operating Results and Strong Asset Quality Ratios

Arrow Financial Corporation (NasdaqGS® – AROW) announced operating results for the three and twelve-month periods ended December 31, 2011.  Net income for the fourth quarter of 2011 was $5.4 million, representing diluted earnings per share (EPS) of $.46, as compared to net income of $5.2 million and diluted EPS of $.45 for the fourth quarter of 2010, an increase of $.01 per share, or 2.2%.  For the 2011 year, our net income was $21.93 million, representing diluted EPS of $1.87 as compared to our 2010 net income of $21.89 million which represented diluted EPS of $1.88. The cash dividend paid to shareholders in the fourth quarter of 2011 was $.25 per share, or 3% higher than the cash dividend paid in the fourth quarter of 2010. On September 29, 2011, we distributed a 3% stock dividend. All per share amounts have been adjusted to reflect the effect of the stock dividend.

Thomas L. Hoy, Chairman, President and CEO stated, “We are pleased to report improved earnings for the fourth quarter while continuing to maintain both strong asset quality and capital adequacy ratios. The improved earnings results included a substantial increase in our noninterest income for the fourth quarter, reflecting primarily our strong growth in insurance commissions and an increase in fee income from fiduciary activities. Furthermore, our key asset quality measurements continue to be excellent. We are pleased with these results during this very challenging low interest rate environment."

Insurance commission income rose from $830 thousand in the fourth quarter of 2010 to nearly $2.1 million in the comparable 2011 quarter, resulting from our acquisitions of two strategically located insurance agencies in 2011.  On February 1, 2011, we acquired Upstate Agency and on August 1, 2011, we acquired the McPhillips Insurance Agencies, all of which are longstanding property and casualty insurance agencies with offices located in our service area.

Assets under trust administration and investment management at December 31, 2011 were $973.6 million, down somewhat from the prior year-end balance of $984.4 million.  However, income from fiduciary services in the fourth quarter of 2011 increased by $143 thousand, or 10.6%, above the total for the 2010 fourth quarter.

Our key profitability ratios continue to be strong. Annualized return on average assets (ROA) for the 2011 fourth quarter was 1.10%, up from our ROA of 1.04% for the comparable 2010 period. Annualized return on average equity (ROE) for the 2011 quarter was 12.80% Although this was down slightly from our ROE of 13.31% for the comparable 2010 period, the decrease was largely the result of the higher capital ratios we maintained in the 2011 three-month period.

Our asset quality remained strong at December 31, 2011 as measured by our low level of nonperforming assets and very low level of charge-offs. Nonperforming assets of $8.1 million represented only .41% of period-end assets, up from the .26% of assets as of December 31, 2010. Nonperforming assets included $1.4 million in loans that have been recently restructured and are in compliance with modified terms. Net loan losses for the fourth quarter of 2011, expressed as an annualized percentage of average loans outstanding, were .07%, up from .04% of average loans for the 2010 comparable period.  These asset quality ratios continue to be significantly better than industry averages.

1


As a result of our conservative underwriting standards, within the near-term we do not expect to incur significant losses in our residential real estate portfolio, even though some borrowers may be experiencing stress due to the current economic environment. Our allowance for loan losses amounted to $15.0 million at December 31, 2011, which represented 1.33% of loans outstanding, an increase of 5 basis points from our ratio a year ago.

Total assets at December 31, 2011 were $1.963 billion, an increase of $54 million, or 2.85%, from the $1.908 billion balance at December 31, 2010. Our loan portfolio was $1.131 billion, down $14 million, or 1.2%, from the December 31, 2010 level.  During 2011, we originated over $75 million of residential real estate loans. However, for interest rate risk management purposes we continued during 2011 to follow the practice we adopted in mid-2010 of selling into the secondary market most of the residential real estate loans we originated, primarily to a government sponsored entity, the Federal Home Loan Mortgage Corporation. Therefore, the outstanding balance for our residential real estate loan portfolio at year-end was actually lower than our year-end balance at December 31, 2010.  However, we continued to retain servicing rights on the mortgages that we sold into the secondary market, generating servicing fee income on those loans. We also experienced a decrease in the volume of new automobile loans in the first six months of 2011, which leveled off and more recently increased in the fourth quarter of 2011. Overall, for the 2011 calendar year, the outstanding balances in the consumer automobile loan portfolio declined.  We did, however, experience modest growth in our commercial loan portfolio, which partially offset decreases in the consumer automobile and residential real estate portfolios.
 
Similar to many institutions within the banking industry, our net interest income and net interest margin declined as a result of operating in this historically low interest rate environment. Our net interest income in the fourth quarter of 2011, as compared to the fourth quarter of 2010, decreased $418 thousand, or 2.8%. Our net interest margin fell from 3.30% in the fourth quarter of 2010, to 3.25% for the fourth quarter of 2011. Both our yield on earning assets and the cost of our interest-bearing liabilities decreased significantly from the fourth quarter of 2010 to the fourth quarter of 2011.  Our cost of interest-bearing deposits and other borrowings in the fourth quarter 2011 fell by 45 basis points, to an average cost of 1.03% compared to 1.48% in the fourth quarter of 2010, while our yield on earning assets in the fourth quarter of 2011 decreased by 43 basis points from 4.54% in the fourth quarter of 2010 to 4.11%.

Total shareholders’ equity reached $166.4 million at period-end, an increase of $14 million, or 9.3%, above the December 31, 2010 balance. Arrow's capital ratios, which were strong to begin 2011, strengthened further during the 2011 calendar year. Our Tier 1 leverage ratio at the holding company level was 8.95% and our total risk-based capital ratio was 15.96%, up from 8.53% and 15.75% respectively at year-end 2010. The capital ratios of the Company and our subsidiary banks continue to significantly exceed the “well capitalized” regulatory standard, which is the highest category.

Many of our key operating ratios have consistently compared very favorably to our peer group, which we define as all U.S. bank holding companies having $1.0 to $3.0 billion in total assets as identified in the Federal Reserve Bank’s “Bank Holding Company Performance Report” (FRB Report). The most current peer data available in the FRB Report is for the nine-month period ended September 30, 2011 in which our return on average equity (ROE) was 13.64%, as compared to 6.37% for our peer group.  Our ratio of nonperforming loans to total loans was .45% as of September 30, 2011 compared to 3.26% for our peer group, while our annualized net loan losses of .04% for the third quarter of 2011 were well below the peer result of .88%.  Our operating results and asset quality ratios have withstood the economic stress of recent years better than most banks in our national peer group.

We continue to believe that our conservative business model which emphasizes a strong capital position, high loan quality, knowledge of our market and responsiveness to our customers has positioned us well for the future. Nonetheless, we, like all banks, face challenges, particularly the threat to earnings posed by the Federal Reserve's determination to maintain interest rates at historically low levels for an extended period of time.


2


Arrow Financial Corporation is a multi-bank holding company headquartered in Glens Falls, NY serving the financial needs of northeastern New York.  The Company is the parent of Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Other subsidiaries include North Country Investment Advisers, Inc., three property and casualty insurance agencies: Loomis & LaPann, Inc., Upstate Agency, LLC, and McPhillips Insurance Agency, a division of Glens Falls National Insurance Agencies, LLC, and Capital Financial Group, Inc., an insurance agency specializing in the sale and servicing of group health plans.

The information contained in this News Release may contain 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 may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk.  In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication.  The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events.  This News Release should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and our other filings with the Securities and Exchange Commission.

3


ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts - Unaudited)


 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2011
 
2010
 
2011
 
2010
INTEREST AND DIVIDEND INCOME
 
 
 
 
 
 
 
Interest and Fees on Loans
$
14,322

 
$
15,737

 
$
58,599

 
$
64,283

Interest on Deposits at Banks
33

 
50

 
99

 
157

Interest and Dividends on Investment Securities:
 
 
 
 
 
 
 
Fully Taxable
2,695

 
3,358

 
12,402

 
14,701

Exempt from Federal Taxes
1,297

 
1,501

 
5,691

 
5,831

Total Interest and Dividend Income
18,347

 
20,646

 
76,791

 
84,972

INTEREST EXPENSE
 
 
 
 
 
 
 
NOW Accounts
1,289

 
1,489

 
5,052

 
5,582

Savings Deposits
409

 
503

 
1,898

 
2,136

Time Deposits of $100,000 or More
643

 
723

 
2,633

 
2,903

Other Time Deposits
1,225

 
1,452

 
5,143

 
5,900

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
9

 
29

 
74

 
124

Federal Home Loan Bank Advances
297

 
1,560

 
3,295

 
6,458

Junior Subordinated Obligations Issued to
  Unconsolidated Subsidiary Trusts
150

 
147

 
584

 
592

Total Interest Expense
4,022

 
5,903

 
18,679

 
23,695

NET INTEREST INCOME
14,325

 
14,743

 
58,112

 
61,277

Provision for Loan Losses
280

 
177

 
845

 
1,302

NET INTEREST INCOME AFTER PROVISION FOR
   LOAN LOSSES
14,045

 
14,566

 
57,267

 
59,975

NONINTEREST INCOME
 
 
 
 
 
 
 
Income From Fiduciary Activities
1,491

 
1,348

 
6,113

 
5,391

Fees for Other Services to Customers
1,969

 
1,990

 
8,034

 
7,864

Insurance Commissions
2,099

 
830

 
7,374

 
2,987

Net Gain on Securities Transactions

 
11

 
2,795

 
1,507

Net Gain on Sales of Loans
429

 
497

 
866

 
1,024

Other Operating Income
211

 
62

 
746

 
316

Total Noninterest Income
6,199

 
4,738

 
25,928

 
19,089

NONINTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and Employee Benefits
7,843

 
6,777

 
30,205

 
27,552

Occupancy Expenses, Net
1,698

 
1,513

 
7,369

 
6,849

FDIC Assessments
252

 
510

 
1,292

 
1,982

Prepayment Penalty on FHLB Advances

 

 
1,638

 

Other Operating Expense
2,662

 
2,970

 
11,044

 
11,035

Total Noninterest Expense
12,455

 
11,770

 
51,548

 
47,418

INCOME BEFORE PROVISION FOR INCOME TAXES
7,789

 
7,534

 
31,647

 
31,646

Provision for Income Taxes
2,358

 
2,346

 
9,714

 
9,754

NET INCOME
$
5,431

 
$
5,188

 
$
21,933

 
$
21,892

Average Shares Outstanding:
 
 
 
 
 
 
 
Basic
11,782

 
11,576

 
11,735

 
11,604

Diluted
11,788

 
11,630

 
11,747

 
11,639

Per Common Share:
 
 
 
 
 
 
 
Basic Earnings
$
0.46

 
$
0.45

 
$
1.87

 
$
1.89

Diluted Earnings
0.46

 
0.45

 
1.87

 
1.88



4


ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts - Unaudited)
 
December 31, 2011
 
December 31, 2010
ASSETS
 
 
 
Cash and Due From Banks
$
29,598

 
$
25,961

Interest-Bearing Deposits at Banks
14,138

 
5,118

Investment Securities:
 
 
 
Available-for-Sale
556,538

 
517,364

Held-to-Maturity (Approximate Fair Value of $159,059 at
  December 31, 2011 and $162,713 at December 31, 2010)
150,688

 
159,938

Other Investments
6,722

 
8,602

Loans
1,131,457

 
1,145,508

Allowance for Loan Losses
(15,003
)
 
(14,689
)
Net Loans
1,116,454

 
1,130,819

Premises and Equipment, Net
22,629

 
18,836

Other Real Estate and Repossessed Assets, Net
516

 
58

Goodwill
22,003

 
15,783

Other Intangible Assets, Net
4,749

 
1,458

Accrued Interest Receivable
6,082

 
6,512

Other Assets
32,567

 
17,887

Total Assets
$
1,962,684

 
$
1,908,336

LIABILITIES
 
 
 
Noninterest-Bearing Deposits
$
232,038

 
$
214,393

NOW Accounts
642,521

 
569,076

Savings Deposits
416,829

 
382,130

Time Deposits of $100,000 or More
123,668

 
120,330

Other Time Deposits
228,990

 
248,075

Total Deposits
1,644,046

 
1,534,004

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
26,293

 
51,581

Other Short-Term Borrowings

 
1,633

Federal Home Loan Bank Overnight Advances
42,000

 

Federal Home Loan Bank Term Advances
40,000

 
130,000

Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts
20,000

 
20,000

Accrued Interest Payable
1,147

 
1,957

Other Liabilities
22,813

 
16,902

Total Liabilities
1,796,299

 
1,756,077

STOCKHOLDERS’ EQUITY
 
 
 
Preferred Stock, $5 Par Value; 1,000,000 Shares Authorized

 

Common Stock, $1 Par Value; 20,000,000 Shares Authorized
   (16,094,277 Shares Issued at December 31, 2011 and
   15,625,512 Shares Issued at December 31, 2010)
16,094

 
15,626

Additional Paid-in Capital
207,600

 
191,068

Retained Earnings
23,947

 
24,577

Unallocated ESOP Shares (117,502 Shares at December 31, 2011 and
  132,296 Shares at December 31, 2010)
(2,500
)
 
(2,876
)
Accumulated Other Comprehensive Loss
(6,695
)
 
(6,423
)
Treasury Stock, at Cost (4,213,470 Shares at December 31, 2011 and
  4,237,435 shares at December 31, 2010)
(72,061
)
 
(69,713
)
Total Stockholders’ Equity
166,385

 
152,259

Total Liabilities and Stockholders’ Equity
$
1,962,684

 
$
1,908,336


5


Arrow Financial Corporation
Selected Quarterly Information
(Dollars In Thousands, Except Per Share Amounts - Unaudited)
Quarter Ended
12/31/2011

 
9/30/2011

 
6/30/2011

 
3/31/2011

 
12/31/2010

Net Income
$
5,431

 
$
5,372

 
$
5,849

 
$
5,281

 
$
5,188

Transactions Recorded in Net Income (Net of Tax):
 
 
 
 
 
 
 
 
 
Net Gain on Securities Transactions

 
1,069

 
291

 
327

 
7

Net Gain on Sales of Loans
259

 
132

 
101

 
31

 
299

Prepayment Penalty on FHLB Advances

 
(989
)
 

 

 

Share and Per Share Data:1
 
 
 
 
 
 
 
 
 
Period End Shares Outstanding
11,763

 
11,796

 
11,696

 
11,745

 
11,593

Basic Average Shares Outstanding
11,782

 
11,754

 
11,729

 
11,675

 
11,576

Diluted Average Shares Outstanding
11,788

 
11,776

 
11,741

 
11,698

 
11,630

Basic Earnings Per Share
$
0.46

 
$
0.46

 
$
0.50

 
$
0.45

 
$
0.45

Diluted Earnings Per Share
0.46

 
0.46

 
0.50

 
0.45

 
0.45

Cash Dividend Per Share
0.25

 
0.24

 
0.24

 
0.24

 
0.24

Selected Quarterly Average Balances:
 
 
 
 
 
 
 
 
 
Interest-Bearing Deposits at Banks
$
49,101

 
$
32,855

 
$
31,937

 
$
35,772

 
$
76,263

Investment Securities
674,338

 
646,542

 
697,796

 
683,839

 
672,071

Loans
1,126,452

 
1,119,384

 
1,128,006

 
1,130,539

 
1,147,889

Deposits
1,668,062

 
1,554,349

 
1,596,876

 
1,564,677

 
1,568,466

Other Borrowed Funds
101,997

 
164,850

 
179,989

 
193,960

 
223,425

Shareholders’ Equity
168,293

 
166,514

 
161,680

 
155,588

 
154,677

Total Assets
1,963,915

 
1,911,853

 
1,961,908

 
1,935,409

 
1,970,085

Return on Average Assets
1.10
%
 
1.11
%
 
1.20
%
 
1.11
%
 
1.04
%
Return on Average Equity
12.80
%
 
12.80
%
 
14.51
%
 
13.77
%
 
13.31
%
Return on Tangible Equity2
15.22
%
 
15.19
%
 
17.16
%
 
16.07
%
 
14.97
%
Average Earning Assets
$
1,849,891

 
$
1,798,781

 
$
1,857,739

 
$
1,850,150

 
$
1,884,402

Average Paying Liabilities
1,547,071

 
1,487,923

 
1,559,014

 
1,546,849

 
1,579,765

Interest Income, Tax-Equivalent
19,179

 
19,884

 
20,500

 
20,821

 
21,554

Interest Expense
4,022

 
4,345

 
4,975

 
5,336

 
5,903

Net Interest Income, Tax-Equivalent
15,157

 
15,539

 
15,525

 
15,485

 
15,651

Tax-Equivalent Adjustment
832

 
887

 
944

 
931

 
908

Net Interest Margin 3
3.25
%
 
3.43
%
 
3.35
%
 
3.39
%
 
3.30
%
Efficiency Ratio Calculation:
 
 
 
 
 
 
 
 
 
Noninterest Expense
$
12,455

 
$
14,603

 
$
12,171

 
$
12,319

 
$
11,770

Less: Intangible Asset Amortization
(141
)
 
(136
)
 
(134
)
 
(100
)
 
(66
)
Prepayment Penalty on FHLB Advances

 
(1,638
)
 

 

 

Net Noninterest Expense
$
12,314

 
$
12,829

 
$
12,037

 
$
12,219

 
$
11,704

Net Interest Income, Tax-Equivalent
$
15,157

 
$
15,539

 
$
15,525

 
$
15,485

 
$
15,651

Noninterest Income
6,199

 
7,881

 
6,228

 
5,620

 
4,738

Less: Net Securities Gains

 
(1,771
)
 
(482
)
 
(542
)
 
(11
)
Net Gross Income
$
21,356

 
$
21,649

 
$
21,271

 
$
20,563

 
$
20,378

Efficiency Ratio
57.66
%
 
59.26
%
 
56.59
%
 
59.42
%
 
57.43
%
Period-End Capital Information:
 
 
 
 
 
 
 
 
 
Total Stockholders’ Equity (i.e. Book Value)
$
166,385

 
$
168,624

 
$
163,589

 
$
159,188

 
$
152,259

Book Value per Share
14.14

 
14.29

 
13.99

 
13.55

 
13.13

Intangible Assets
26,752

 
26,788

 
25,044

 
24,900

 
17,241

Tangible Book Value per Share 2
11.87

 
12.02

 
11.85

 
11.43

 
11.65

Capital Ratios:
 
 
 
 
 
 
 
 
 
Tier 1 Leverage Ratio
8.95
%
 
9.10
%
 
8.67
%
 
8.66
%
 
8.53
%
Tier 1 Risk-Based Capital Ratio
14.71
%
 
15.06
%
 
14.76
%
 
14.37
%
 
14.50
%
Total Risk-Based Capital Ratio
15.96
%
 
16.31
%
 
16.02
%
 
15.63
%
 
15.75
%
Assets Under Trust Administration
  and Investment Management
$
973,551

 
$
925,671

 
$
1,017,091

 
$
1,011,618

 
$
984,394


1Share and Per Share Data have been restated for the September 29, 2011 3% stock dividend.
2Tangible Book Value and Tangible Equity exclude intangible assets from total equity.  These are non-GAAP financial measures which we believe provide investors with information that is useful in understanding our financial performance.
3Net Interest Margin is the ratio of our annualized tax-equivalent net interest income to average earning assets.  This is also a non-GAAP financial measure which we believe provides investors with information that is useful in understanding our financial performance.

6


Arrow Financial Corporation
Consolidated Financial Information
(Dollars in Thousands - Unaudited)

Quarter Ended:
12/31/2011
 
12/31/2010
Loan Portfolio
 
 
 
Commercial Loans
$
99,791

 
$
97,621

Commercial Construction Loans
11,083

 
7,090

Commercial Real Estate Loans
232,149

 
214,291

Other Consumer Loans
6,318

 
6,482

Consumer Automobile Loans
322,375

 
334,656

Residential Real Estate Loans
459,741

 
485,368

Total Loans
$
1,131,457

 
$
1,145,508

Allowance for Loan Losses
 
 
 
Allowance for Loan Losses, Beginning of Quarter
$
14,921

 
$
14,629

Loans Charged-off
251

 
182

Less Recoveries of Loans Previously Charged-off
53

 
65

Net Loans Charged-off
198

 
117

Provision for Loan Losses
280

 
177

Allowance for Loan Losses, End of Quarter
$
15,003

 
$
14,689

Nonperforming Assets
 
 
 
Nonaccrual Loans
$
4,528

 
$
4,061

Loans Past Due 90 or More Days and Accruing
1,662

 
810

Loans Restructured and in Compliance with Modified Terms
1,422

 
16

Total Nonperforming Loans
7,612

 
4,887

Repossessed Assets
56

 
58

Other Real Estate Owned
460

 

Total Nonperforming Assets
$
8,128

 
$
4,945

Key Asset Quality Ratios
 
 
 
Net Loans Charged-off to Average Loans, Quarter-to-date
  Annualized
0.07
%
 
0.04
%
Provision for Loan Losses to Average Loans, Quarter-to-date
  Annualized
0.10
%
 
0.06
%
Allowance for Loan Losses to Period-End Loans
1.33
%
 
1.28
%
Allowance for Loan Losses to Period-End Nonperforming Loans
197.10
%
 
300.57
%
Nonperforming Loans to Period-End Loans
0.67
%
 
0.43
%
Nonperforming Assets to Period-End Assets
0.41
%
 
0.26
%
Twelve-Month Period Ended:
 
 
 
Allowance for Loan Losses
 
 
 
Allowance for Loan Losses, Beginning of Year
$
14,689

 
$
14,014

Loans Charged-off
774

 
894

Less Recoveries of Loans Previously Charged-off
243

 
267

Net Loans Charged-off
531

 
627

Provision for Loan Losses
845

 
1,302

Allowance for Loan Losses, End of Year
$
15,003

 
$
14,689

Key Asset Quality Ratios
 
 
 
Net Loans Charged-off to Average Loans
0.05
%
 
0.06
%
Provision for Loan Losses to Average Loans
0.08
%
 
0.11
%

7