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8-K - ARROW FINANCIAL CORPform8kq12012earnings.htm


250 Glen Street
Glens Falls, NY
Contact: Timothy C. Badger
Tel: (518)745-1000
Fax: (518)745-1976

TO: All Media
DATE: Wednesday, April 18, 2012

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

Arrow Financial Corporation (NasdaqGS® – AROW) announced operating results for the three-month period ended March 31, 2012.  Net income for the first quarter of 2012 was $5.3 million, representing diluted earnings per share (EPS) of $0.45, essentially unchanged from net income of $5.3 million and diluted EPS of $.45 for the first quarter of 2011.  The cash dividend paid to shareholders in the first quarter of 2012 was $.25 per share, or 3% higher than the cash dividend paid in the first quarter of 2011. All per share amounts have been adjusted to reflect the effect of the 3% stock dividend distributed on September 29, 2011.

Thomas L. Hoy, Chairman, President and CEO stated, “We are pleased to report solid earnings for the first quarter while continuing to maintain both strong asset quality and capital adequacy ratios. Our 2012 earnings results featured an increase in our noninterest income for the first quarter, reflecting primarily growth in insurance commissions and an increase in fee income from fiduciary activities. The Company again experienced modest growth in several key balance sheet categories, resulting in record levels in period-end amounts for both total assets and deposits, as well as assets under trust administration and investment management. Furthermore, our key asset quality measurements continue to be excellent. We are pleased with these results during this extended period of a challenging low interest rate environment."

Insurance commission income rose from $1.5 million in the first quarter of 2011 to nearly $1.9 million in the comparable 2012 quarter, as a result of 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 were longstanding property and casualty insurance agencies with offices located in our service area.

Assets under trust administration and investment management at March 31, 2012 rose to a record level of $1.038 billion, an increase of $26.6 million, or 2.63%, from the prior year balance of $1.012 billion.  Over sixty percent of these assets are equity investments and the growth in balances was generally attributable to a recovery within the equity markets during the first quarter of 2012. As a result of the growth in this asset base, income from fiduciary activities rose in the first quarter of 2012 by $76 thousand, or 4.9%, above the income from the 2011 comparable first quarter.

The Company's key profitability ratios continue to be strong. Annualized return on average assets (ROA) for the 2012 first quarter was 1.09%, down slightly from our ROA of 1.11% for the comparable 2011 period. Annualized return on average equity (ROE) for the 2012 quarter was 12.67%. Although this was down slightly from a ROE of 13.77% for the comparable 2011 period, the decrease was largely the result of the higher capital ratios maintained during the 2012 three-month period.

Asset quality remained strong at March 31, 2012 as measured by our low level of nonperforming assets and very low level of charge-offs. Nonperforming assets of $6.7 million represented only 0.33% of period-end assets, far below industry averages although up from our 0.24% of assets ratio as of March 31, 2011. Nonperforming assets included $511 thousand in loans that have been recently restructured and are in compliance with modified terms. Net loan losses for the first quarter of 2012, expressed as an annualized percentage of average loans outstanding, were 0.08%, up slightly from 0.06% of average loans for the 2011 comparable period.  These asset quality ratios continue to significantly outperform recently reported industry averages.

1



Overall loan delinquency rates remain very low and unlike many of our peers, we have not and do not expect to incur significant losses in our residential real estate portfolio within the near-term, even though some borrowers may be experiencing stress due to the current economic environment. Our allowance for loan losses amounted to $15.1 million at March 31, 2012, which represented 1.32% of loans outstanding, an increase of 2 basis points from our ratio one year earlier.

Total assets at March 31, 2012 reached a record high of $2.020 billion, an increase of $42.0 million, or 2.12%, from the $1.978 billion balance at March 31, 2011. Our loan portfolio was $1.138 billion, up $1.8 million, or 0.2%, from the March 31, 2011 level, and $6.1 million, or 0.5%, above the level at December 31, 2011. During the first quarter of 2012, we originated over $20.1 million of residential real estate loans. However, for interest rate risk management purposes we continued during the quarter to follow the practice we adopted in recent years 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 quarter-end 2012 was actually lower than our balance at March 31, 2011. We continue, however, to retain servicing rights on the mortgages that we sell into the secondary market, generating servicing fee income on these loans. We experienced an increase in the volume of new automobile loans in the first three months of 2012, reflecting an improvement in region-wide automobile sales.  We also experienced modest growth in our commercial loan portfolio, which, combined with the increase in automobile loans, more than offset the decrease in our residential real estate loan portfolio.
 
Similar to many institutions within the banking industry, the Company's net interest income and net interest margin declined as a result of operating in this historically low interest rate environment. On a tax-equivalent ("TE") basis, our net interest income in the first quarter of 2012, as compared to the first quarter of 2011, decreased 207 thousand, or 1.3%. Our TE net interest margin fell from 3.39% in the first quarter of 2011, to 3.33% for the first quarter of 2012, but increased over the fourth quarter level of 3.25%. Both our yield on earning assets and the cost of our interest-bearing liabilities decreased significantly from the first quarter of 2011 to the first quarter of 2012.  Our cost of interest-bearing deposits and other borrowings in the first quarter 2012 fell by 48 basis points, to an average cost of 0.92% compared to 1.40% in the first quarter of 2011, while our yield on earning assets in the first quarter of 2012 decreased by 46 basis points from 4.56% in the first quarter of 2011 to 4.10%.

Total shareholders’ equity reached $168.5 million at period-end, an increase of $9.3 million, or 5.8%, above the March 31, 2011 balance. Arrow's capital ratios, which were strong to begin 2011, strengthened further during 2011 and through March 31, 2012. At quarter-end the Tier 1 leverage ratio at the holding company level was 9.10% and total risk-based capital ratio was 16.10%, up from 8.66% and 15.63% respectively at March 31, 2011. The capital ratios of the Company and it's 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 twelve-month period ended December 31, 2011 in which our return on average equity (ROE) was 13.45%, as compared to 6.16% for our peer group.  Our ratio of loans 90 days past due and accruing plus nonaccrual loans to total loans was 0.55% as of December 31, 2011 compared to 2.94% for our peer group, while our annualized net loan losses of 0.05% for 2011 were well below the peer result of 0.93%.  Our operating results and asset quality ratios have withstood the economic stress of recent years better than most banks in our national peer group.

Mr. Hoy further added, "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, 2011 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
 
March 31,
 
2012
 
2011
INTEREST AND DIVIDEND INCOME
 
 
 
Interest and Fees on Loans
$
13,958

 
$
15,015

Interest on Deposits at Banks
21

 
22

Interest and Dividends on Investment Securities:
 
 
 
Fully Taxable
2,638

 
3,350

Exempt from Federal Taxes
1,321

 
1,504

Total Interest and Dividend Income
17,938

 
19,891

INTEREST EXPENSE
 
 
 
NOW Accounts
1,059

 
1,331

Savings Deposits
357

 
503

Time Deposits of $100,000 or More
608

 
667

Other Time Deposits
1,146

 
1,352

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
6

 
24

Federal Home Loan Bank Advances
197

 
1,316

Junior Subordinated Obligations Issued to
  Unconsolidated Subsidiary Trusts
159

 
144

Total Interest Expense
3,532

 
5,337

NET INTEREST INCOME
14,406

 
14,554

Provision for Loan Losses
280

 
220

NET INTEREST INCOME AFTER PROVISION FOR
   LOAN LOSSES
14,126

 
14,334

NONINTEREST INCOME
 
 
 
Income From Fiduciary Activities
1,622

 
1,546

Fees for Other Services to Customers
1,960

 
1,915

Insurance Commissions
1,889

 
1,466

Net Gain on Securities Transactions
502

 
542

Net Gain on Sales of Loans
357

 
51

Other Operating Income
229

 
100

Total Noninterest Income
6,559

 
5,620

NONINTEREST EXPENSE
 
 
 
Salaries and Employee Benefits
7,903

 
7,202

Occupancy Expenses, Net
2,024

 
1,918

FDIC Assessments
255

 
513

Other Operating Expense
2,964

 
2,686

Total Noninterest Expense
13,146

 
12,319

INCOME BEFORE PROVISION FOR INCOME TAXES
7,539

 
7,635

Provision for Income Taxes
2,251

 
2,354

NET INCOME
$
5,288

 
$
5,281

Average Shares Outstanding 1:
 
 
 
Basic
11,770

 
11,675

Diluted
11,794

 
11,698

Per Common Share:
 
 
 
Basic Earnings
$
0.45

 
$
0.45

Diluted Earnings
0.45

 
0.45

1 Share and per share data have been restated for the September 29, 2011 3% stock dividend.


4



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts - Unaudited)
 
March 31, 2012
 
December
31, 2011
 
March 31, 2011
ASSETS
 
 
 
 
 
Cash and Due From Banks
$
31,128

 
$
29,598

 
$
29,798

Interest-Bearing Deposits at Banks
106,380

 
14,138

 
47,205

Investment Securities:
 
 
 
 
 
Available-for-Sale
466,785

 
556,538

 
544,789

Held-to-Maturity (Approximate Fair Value of $207,779 at March 31, 2012, $159,059 at December 31, 2011 and $149,985 at March 31, 2011)
200,607

 
150,688

 
147,217

Other Investments
4,382

 
6,722

 
7,702

Loans
1,137,547

 
1,131,457

 
1,135,743

Allowance for Loan Losses
(15,053
)
 
(15,003
)
 
(14,745
)
Net Loans
1,122,494

 
1,116,454

 
1,120,998

Premises and Equipment, Net
23,217

 
22,629

 
19,256

Other Real Estate and Repossessed Assets, Net
555

 
516

 
60

Goodwill
22,003

 
22,003

 
20,550

Other Intangible Assets, Net
4,650

 
4,749

 
4,350

Accrued Interest Receivable
6,380

 
6,082

 
7,132

Other Assets
31,788

 
32,567

 
29,347

Total Assets
$
2,020,369

 
$
1,962,684

 
$
1,978,404

LIABILITIES
 
 
 
 
 
Noninterest-Bearing Deposits
$
230,289

 
$
232,038

 
$
214,853

NOW Accounts
758,114

 
642,521

 
621,412

Savings Deposits
432,854

 
416,829

 
405,850

Time Deposits of $100,000 or More
115,161

 
123,668

 
122,157

Other Time Deposits
224,460

 
228,990

 
243,847

Total Deposits
1,760,878

 
1,644,046

 
1,608,119

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
16,652

 
26,293

 
57,762

Other Short-Term Borrowings

 

 
1,647

Federal Home Loan Bank Overnight Advances

 
42,000

 

Federal Home Loan Bank Term Advances
30,000

 
40,000

 
110,000

Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts
20,000

 
20,000

 
20,000

Accrued Interest Payable
974

 
1,147

 
1,755

Other Liabilities
23,399

 
22,813

 
19,933

Total Liabilities
1,851,903

 
1,796,299

 
1,819,216

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 March 31, 2012 and at December 31, 2011,
    and 15,625,512 Shares Issued at March 31, 2011)
16,094

 
16,094

 
15,626

Additional Paid-in Capital
208,808

 
207,600

 
193,733

Retained Earnings
26,291

 
23,947

 
27,020

Unallocated ESOP Shares (109,939 Shares at March 31, 2012, 117,502
   shares at December 31, 2011, and 122,882 Shares at March 31, 2011)
(2,350
)
 
(2,500
)
 
(2,700
)
Accumulated Other Comprehensive Loss
(6,872
)
 
(6,695
)
 
(5,439
)
Treasury Stock, at Cost (4,223,687 Shares at March 31, 2012, 4,213,470
   shares at December 31, 2011, and 4,101,039 shares at March 31, 2011)
(73,505
)
 
(72,061
)
 
(69,052
)
Total Stockholders’ Equity
168,466

 
166,385

 
159,188

Total Liabilities and Stockholders’ Equity
$
2,020,369

 
$
1,962,684

 
$
1,978,404


5



Arrow Financial Corporation
Selected Quarterly Information
(Dollars In Thousands, Except Per Share Amounts - Unaudited)
Quarter Ended
3/31/2012

 
12/31/2011

 
9/30/2011

 
6/30/2011

 
3/31/2011

Net Income
$
5,288

 
$
5,431

 
$
5,372

 
$
5,849

 
$
5,281

Transactions Recorded in Net Income (Net of Tax):
 
 
 
 
 
 
 
 
 
Net Gain on Securities Transactions
303

 

 
1,069

 
291

 
327

Net Gain on Sales of Loans
216

 
259

 
132

 
101

 
31

Prepayment Penalty on FHLB Advances

 

 
(989
)
 

 

Share and Per Share Data:1
 
 
 
 
 
 
 
 
 
Period End Shares Outstanding
11,761

 
11,763

 
11,796

 
11,696

 
11,745

Basic Average Shares Outstanding
11,770

 
11,782

 
11,754

 
11,729

 
11,675

Diluted Average Shares Outstanding
11,794

 
11,788

 
11,776

 
11,741

 
11,698

Basic Earnings Per Share
$
0.45

 
$
0.46

 
$
0.46

 
$
0.50

 
$
0.45

Diluted Earnings Per Share
0.45

 
0.46

 
0.46

 
0.50

 
0.45

Cash Dividend Per Share
0.25

 
0.25

 
0.24

 
0.24

 
0.24

Selected Quarterly Average Balances:
 
 
 
 
 
 
 
 
 
Interest-Bearing Deposits at Banks
$
30,780

 
$
49,101

 
$
32,855

 
$
31,937

 
$
35,772

Investment Securities
678,474

 
674,338

 
646,542

 
697,796

 
683,839

Loans
1,136,322

 
1,126,452

 
1,119,384

 
1,128,006

 
1,130,539

Deposits
1,683,781

 
1,668,062

 
1,554,349

 
1,596,876

 
1,564,677

Other Borrowed Funds
83,055

 
101,997

 
164,850

 
179,989

 
193,960

Shareholders’ Equity
167,849

 
168,293

 
166,514

 
161,680

 
155,588

Total Assets
1,959,741

 
1,963,915

 
1,911,853

 
1,961,908

 
1,935,409

Return on Average Assets
1.09
%
 
1.10
%
 
1.11
%
 
1.20
%
 
1.11
%
Return on Average Equity
12.67
%
 
12.80
%
 
12.80
%
 
14.51
%
 
13.77
%
Return on Tangible Equity2
15.07
%
 
15.22
%
 
15.19
%
 
17.16
%
 
16.07
%
Average Earning Assets
$
1,845,576

 
$
1,849,891

 
$
1,798,781

 
$
1,857,739

 
$
1,850,150

Average Paying Liabilities
1,545,098

 
1,547,071

 
1,487,923

 
1,559,014

 
1,546,849

Interest Income, Tax-Equivalent
18,810

 
19,179

 
19,884

 
20,500

 
20,822

Interest Expense
3,532

 
4,022

 
4,345

 
4,975

 
5,336

Net Interest Income, Tax-Equivalent
15,278

 
15,157

 
15,539

 
15,525

 
15,486

Tax-Equivalent Adjustment
872

 
832

 
887

 
944

 
931

Net Interest Margin 3
3.33
%
 
3.25
%
 
3.43
%
 
3.35
%
 
3.39
%
Efficiency Ratio Calculation:
 
 
 
 
 
 
 
 
 
Noninterest Expense
$
13,146

 
$
12,455

 
$
14,603

 
$
12,171

 
$
12,319

Less: Intangible Asset Amortization
(138
)
 
(141
)
 
(136
)
 
(134
)
 
(100
)
Prepayment Penalty on FHLB Advances

 

 
(1,638
)
 

 

Net Noninterest Expense
$
13,008

 
$
12,314

 
$
12,829

 
$
12,037

 
$
12,219

Net Interest Income, Tax-Equivalent
$
15,278

 
$
15,157

 
$
15,539

 
$
15,525

 
$
15,485

Noninterest Income
6,559

 
6,199

 
7,881

 
6,228

 
5,620

Less: Net Securities Gains
(502
)
 

 
(1,771
)
 
(482
)
 
(542
)
Net Gross Income
$
21,335

 
$
21,356

 
$
21,649

 
$
21,271

 
$
20,563

Efficiency Ratio
60.97
%
 
57.66
%
 
59.26
%
 
56.59
%
 
59.42
%
Period-End Capital Information:
 
 
 
 
 
 
 
 
 
Total Stockholders’ Equity (i.e. Book Value)
$
168,466

 
$
166,385

 
$
168,624

 
$
163,589

 
$
159,188

Book Value per Share
14.32

 
14.14

 
14.29

 
13.99

 
13.55

Intangible Assets
26,653

 
26,752

 
26,788

 
25,044

 
24,900

Tangible Book Value per Share 2
12.06

 
11.87

 
12.02

 
11.85

 
11.43

Capital Ratios:
 
 
 
 
 
 
 
 
 
Tier 1 Leverage Ratio
9.10
%
 
8.95
%
 
9.10
%
 
8.67
%
 
8.66
%
Tier 1 Risk-Based Capital Ratio
14.84
%
 
14.71
%
 
15.06
%
 
14.76
%
 
14.37
%
Total Risk-Based Capital Ratio
16.10
%
 
15.96
%
 
16.31
%
 
16.02
%
 
15.63
%
Assets Under Trust Administration
  and Investment Management
$
1,038,186

 
$
973,551

 
$
925,671

 
$
1,017,091

 
$
1,011,618


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:
3/31/2012
 
12/31/2011
 
3/31/2011
Loan Portfolio
 
 
 
 
 
Commercial Loans
$
102,153

 
$
99,791

 
$
97,391

Commercial Construction Loans
10,814

 
11,083

 
7,284

Commercial Real Estate Loans
234,317

 
232,149

 
232,875

Other Consumer Loans
6,470

 
6,318

 
6,156

Consumer Automobile Loans
328,676

 
322,375

 
324,500

Residential Real Estate Loans
455,117

 
459,741

 
467,537

Total Loans
$
1,137,547

 
$
1,131,457

 
$
1,135,743

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

 
$
14,921

 
$
14,689

Loans Charged-off
297

 
251

 
238

Less Recoveries of Loans Previously Charged-off
67

 
53

 
74

Net Loans Charged-off
230

 
198

 
164

Provision for Loan Losses
280

 
280

 
220

Allowance for Loan Losses, End of Quarter
$
15,053

 
$
15,003

 
$
14,745

Nonperforming Assets
 
 
 
 
 
Nonaccrual Loans
$
5,476

 
$
4,528

 
$
4,296

Loans Past Due 90 or More Days and Accruing
121

 
1,662

 
93

Loans Restructured and in Compliance with Modified Terms
511

 
1,422

 
362

Total Nonperforming Loans
6,108

 
7,612

 
4,751

Repossessed Assets
45

 
56

 
60

Other Real Estate Owned
510

 
460

 

Total Nonperforming Assets
$
6,663

 
$
8,128

 
$
4,811

Key Asset Quality Ratios
 
 
 
 
 
Net Loans Charged-off to Average Loans,
   Quarter-to-date Annualized
0.08
%
 
0.07
%
 
0.06
%
Provision for Loan Losses to Average Loans,
  Quarter-to-date Annualized
0.10
%
 
0.10
%
 
0.08
%
Allowance for Loan Losses to Period-End Loans
1.32
%
 
1.33
%
 
1.30
%
Allowance for Loan Losses to Period-End Nonperforming Loans
246.45
%
 
197.10
%
 
310.36
%
Nonperforming Loans to Period-End Loans
0.54
%
 
0.67
%
 
0.42
%
Nonperforming Assets to Period-End Assets
0.33
%
 
0.41
%
 
0.24
%

7