10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2015

or
[ ] 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 incorporation or organization)
 
(I.R.S. Employer
Identification No.)
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 such 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          No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes          No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer     
Accelerated filer   x 
Non-accelerated filer     
Smaller reporting company     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      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 October 30, 2015
Common Stock, par value $1.00 per share
 
12,907,654
 







ARROW FINANCIAL CORPORATION
FORM 10-Q
TABLE OF CONTENTS
 
Page
 
 
 
 
 
 
 
 







# 2



PART I - Financial Information



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
 
September 30, 2015
 
December 31, 2014
 
September 30, 2014
ASSETS
 
 
 
 
 
Cash and Due From Banks
$
43,870

 
$
35,081

 
$
46,771

Interest-Bearing Deposits at Banks
25,821

 
11,214

 
17,893

Investment Securities:
 
 
 
 
 
Available-for-Sale
397,559

 
366,139

 
374,335

Held-to-Maturity (Approximate Fair Value of $324,009 at September 30, 2015; $308,566 at December 31, 2014; and $302,567 at September 30, 2014)
317,480

 
302,024

 
296,522

Federal Home Loan Bank and Federal Reserve Bank Stock
5,143

 
4,851

 
3,001

Loans
1,536,925

 
1,413,268

 
1,381,440

Allowance for Loan Losses
(15,774
)
 
(15,570
)
 
(15,293
)
Net Loans
1,521,151

 
1,397,698

 
1,366,147

Premises and Equipment, Net
28,186

 
28,488

 
28,206

Goodwill
22,003

 
22,003

 
22,003

Other Intangible Assets, Net
3,263

 
3,625

 
3,744

Other Assets
55,075

 
46,297

 
50,123

Total Assets
$
2,419,551

 
$
2,217,420

 
$
2,208,745

LIABILITIES
 
 
 
 
 
Noninterest-Bearing Deposits
$
347,963

 
$
300,786

 
$
296,384

NOW Accounts
971,252

 
871,671

 
887,865

Savings Deposits
568,022

 
524,648

 
524,906

Time Deposits of $100,000 or More
60,978

 
61,797

 
69,797

Other Time Deposits
133,836

 
144,046

 
156,404

Total Deposits
2,082,051

 
1,902,948

 
1,935,356

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
24,414

 
19,421

 
19,654

Federal Home Loan Bank Overnight Advances

 
41,000

 

Federal Home Loan Bank Term Advances
55,000

 
10,000

 
10,000

Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts
20,000

 
20,000

 
20,000

Other Liabilities
26,944

 
23,125

 
23,646

Total Liabilities
2,208,409

 
2,016,494

 
2,008,656

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


 


 


Common Stock, $1 Par Value; 20,000,000 Shares Authorized (17,420,776 Shares Issued at September 30, 2015, and 17,079,376 Shares Issued at December 31, 2014 and September 30, 2014)
17,421

 
17,079

 
17,079

Additional Paid-in Capital
249,931

 
239,721

 
239,247

Retained Earnings
28,791

 
29,458

 
26,240

Unallocated ESOP Shares (55,185 Shares at September 30, 2015; 71,748 Shares at December 31, 2014; and 71,740 Shares at September 30, 2014)
(1,100
)
 
(1,450
)
 
(1,450
)
Accumulated Other Comprehensive Loss
(6,520
)
 
(7,166
)
 
(4,284
)
Treasury Stock, at Cost (4,460,654 Shares at September 30, 2015; 4,386,001 Shares at December 31, 2014; and 4,402,932 Shares at September 30, 2014)
(77,381
)
 
(76,716
)
 
(76,743
)
Total Stockholders’ Equity
211,142

 
200,926

 
200,089

Total Liabilities and Stockholders’ Equity
$
2,419,551

 
$
2,217,420

 
$
2,208,745

See Notes to Unaudited Interim Consolidated Financial Statements.

# 3



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
INTEREST AND DIVIDEND INCOME
 
 
 
 
 
 
 
Interest and Fees on Loans
$
14,364

 
$
13,460

 
$
41,953

 
$
39,436

Interest on Deposits at Banks
13

 
12

 
60

 
41

Interest and Dividends on Investment Securities:
 
 
 
 
 
 
 
Fully Taxable
1,979

 
1,919

 
5,936

 
5,968

Exempt from Federal Taxes
1,475

 
1,369

 
4,279

 
4,276

Total Interest and Dividend Income
17,831

 
16,760

 
52,228

 
49,721

INTEREST EXPENSE
 
 
 
 
 
 
 
NOW Accounts
292

 
386

 
960

 
1,345

Savings Deposits
189

 
218

 
538

 
663

Time Deposits of $100,000 or More
89

 
195

 
267

 
626

Other Time Deposits
179

 
335

 
566

 
1,085

Federal Funds Purchased and
  Securities Sold Under Agreements to Repurchase
5

 
6

 
15

 
15

Federal Home Loan Bank Advances
353

 
115

 
804

 
387

Junior Subordinated Obligations Issued to
  Unconsolidated Subsidiary Trusts
146

 
144

 
432

 
427

Total Interest Expense
1,253

 
1,399

 
3,582

 
4,548

NET INTEREST INCOME
16,578

 
15,361

 
48,646

 
45,173

Provision for Loan Losses
537

 
444

 
882

 
1,407

NET INTEREST INCOME AFTER PROVISION FOR
   LOAN LOSSES
16,041

 
14,917

 
47,764

 
43,766

NONINTEREST INCOME
 
 
 
 
 
 
 
Income From Fiduciary Activities
1,923

 
1,861

 
5,907

 
5,640

Fees for Other Services to Customers
2,331

 
2,353

 
6,904

 
6,924

Insurance Commissions
2,343

 
2,451

 
6,849

 
7,188

Net Gain on Securities Transactions

 
137

 
106

 
110

Net Gain on Sales of Loans
236

 
213

 
488

 
502

Other Operating Income
304

 
336

 
1,183

 
892

Total Noninterest Income
7,137

 
7,351

 
21,437

 
21,256

NONINTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and Employee Benefits
8,699

 
7,781

 
24,577

 
23,303

Occupancy Expenses, Net
2,275

 
2,266

 
7,106

 
6,923

FDIC Assessments
297

 
273

 
873

 
828

Other Operating Expense
3,579

 
3,206

 
10,632

 
9,675

Total Noninterest Expense
14,850

 
13,526

 
43,188

 
40,729

INCOME BEFORE PROVISION FOR INCOME TAXES
8,328

 
8,742

 
26,013

 
24,293

Provision for Income Taxes
2,395

 
2,595

 
7,920

 
7,302

NET INCOME
$
5,933


$
6,147


$
18,093


$
16,991

Average Shares Outstanding:
 
 
 
 
 
 

Basic
12,888

 
12,858

 
12,886

 
12,853

Diluted
12,929

 
12,874

 
12,926

 
12,865

Per Common Share:
 
 
 
 
 
 
 
Basic Earnings
$
0.46

 
$
0.48

 
$
1.40

 
$
1.32

Diluted Earnings
0.46

 
0.48

 
1.40

 
1.32


Share and Per Share Amounts have been restated for the September 2015 2% stock dividend.
See Notes to Unaudited Interim Consolidated Financial Statements.

# 4



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net Income
$
5,933

 
$
6,147

 
$
18,093

 
$
16,991

Other Comprehensive Income, Net of Tax:
 
 
 
 
 
 
 
  Net Unrealized Securities Holding Gains (Losses)
     Arising During the Period
543

 
(770
)
 
384

 
(15
)
Reclassification Adjustments for Securities (Gains) Losses Included in Net Income
          

 
(82
)
 
(65
)
 
(66
)
  Amortization of Net Retirement Plan Actuarial Loss
117

 
70

 
352

 
209

  Accretion of Net Retirement Plan Prior
     Service Credit
(9
)
 
(13
)
 
(25
)
 
(39
)
Other Comprehensive Income Gain (Loss)
651

 
(795
)
 
646

 
89

  Comprehensive Income
$
6,584

 
$
5,352

 
$
18,739

 
$
17,080

 
 
 
 
 
 
 
 

See Notes to Unaudited Interim Consolidated Financial Statements.


# 5



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)

 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Unallo-cated ESOP
Shares
 
Accumu-lated
Other Com-
prehensive
Loss
 
Treasury
Stock
 
Total
Balance at December 31, 2014
$
17,079

 
$
239,721

 
$
29,458

 
$
(1,450
)
 
$
(7,166
)
 
$
(76,716
)
 
$
200,926

Net Income

 

 
18,093

 

 

 

 
18,093

Other Comprehensive Income

 

 

 

 
646

 

 
646

2% Stock Dividend (341,400 Shares)
342

 
8,939

 
(9,281
)
 

 

 

 

Cash Dividends Paid, $.735 per Share 1

 

 
(9,479
)
 

 

 

 
(9,479
)
Stock Options Exercised, Net  (24,554 Shares)

 
289

 

 

 

 
242

 
531

Shares Issued Under the Directors’ Stock
  Plan  (4,579 Shares)

 
73

 

 

 

 
45

 
118

Shares Issued Under the Employee Stock
  Purchase Plan  (13,990 Shares)

 
222

 

 

 

 
137

 
359

Shares Issued for Dividend
  Reinvestment Plans (16,112 Shares)

 
281

 

 

 

 
158

 
439

Stock-Based Compensation Expense

 
233

 

 

 

 

 
233

Tax Benefit for Disposition of Stock Options

 
31

 

 

 

 

 
31

Purchase of Treasury Stock
  (46,403 Shares)

 

 

 

 

 
(1,247
)
 
(1,247
)
Allocation of ESOP Stock  (17,645 Shares)

 
142

 

 
350

 

 

 
492

Balance at September 30, 2015
$
17,421

 
$
249,931

 
$
28,791

 
$
(1,100
)
 
$
(6,520
)
 
$
(77,381
)
 
$
211,142

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
$
16,744

 
$
229,290

 
$
27,457

 
$
(1,800
)
 
$
(4,373
)
 
$
(75,164
)
 
$
192,154

Net Income

 

 
16,991

 

 

 

 
16,991

Other Comprehensive Income

 

 

 

 
89

 

 
89

2% Stock Dividend (334,890 Shares)
335

 
8,617

 
(8,952
)
 

 

 

 

Cash Dividends Paid, $.721 per Share 1

 

 
(9,256
)
 

 

 

 
(9,256
)
Stock Options Exercised, Net  (45,194 Shares)

 
619

 

 

 

 
444

 
1,063

Shares Issued Under the Directors’ Stock
  Plan  (3,872 Shares)

 
63

 

 

 

 
38

 
101

Shares Issued Under the Employee Stock
  Purchase Plan  (14,172 Shares)

 
212

 

 

 

 
139

 
351

Stock-Based Compensation Expense

 
270

 

 

 

 

 
270

Tax Benefit for Disposition of Stock Options

 
22

 

 

 

 

 
22

Purchase of Treasury Stock
 (86,710 Shares)

 

 

 

 

 
(2,235
)
 
(2,235
)
Acquisition of Subsidiaries  (3,595 Shares)

 
56

 

 

 

 
35

 
91

Allocation of ESOP Stock  (17,308 Shares)

 
98

 

 
350

 

 

 
448

Balance at September 30, 2014
$
17,079

 
$
239,247

 
$
26,240

 
$
(1,450
)
 
$
(4,284
)
 
$
(76,743
)
 
$
200,089


1 Cash dividends paid per share have been adjusted for the September 2015 2% stock dividend.
See Notes to Unaudited Interim Consolidated Financial Statements.




# 6



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
 
Nine Months Ended September 30,
Cash Flows from Operating Activities:
2015
 
2014
Net Income
$
18,093

 
$
16,991

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 
 
 
Provision for Loan Losses
882

 
1,407

Depreciation and Amortization
4,844

 
5,622

Allocation of ESOP Stock
492

 
448

Gains on the Sale of Securities Available-for-Sale
(106
)
 
(137
)
Losses on the Sale of Securities Available-for-Sale

 
27

Loans Originated and Held-for-Sale
(15,733
)
 
(16,462
)
Proceeds from the Sale of Loans Held-for-Sale
15,615

 
15,879

Net Gains on the Sale of Loans
(488
)
 
(502
)
Net Losses on the Sale of Premises and Equipment, Other Real Estate Owned and Repossessed Assets
136

 
52

Contributions to Retirement Benefit Plans
(574
)
 
(656
)
Deferred Income Tax Expense (Benefit)
1,242

 
(418
)
Shares Issued Under the Directors’ Stock Plan
118

 
101

Stock-Based Compensation Expense
233

 
270

Net Increase in Other Assets
(9,134
)
 
(1,146
)
Net Increase in Other Liabilities
4,393

 
31

Net Cash Provided By Operating Activities
20,013

 
21,507

Cash Flows from Investing Activities:
 
 
 
Proceeds from the Sale of Securities Available-for-Sale
21,449

 
49,917

Proceeds from the Maturities and Calls of Securities Available-for-Sale
70,971

 
131,861

Purchases of Securities Available-for-Sale
(124,906
)
 
(100,684
)
Proceeds from the Maturities and Calls of Securities Held-to-Maturity
38,403

 
45,602

Purchases of Securities Held-to-Maturity
(54,796
)
 
(43,967
)
Net Increase in Loans
(125,942
)
 
(115,568
)
Proceeds from the Sales of Premises and Equipment, Other Real Estate Owned and Repossessed Assets
997

 
1,093

Purchase of Premises and Equipment
(1,231
)
 
(885
)
Cash Paid for Subsidiaries, Net

 
(75
)
Net (Increase) Decrease in Other Investments
(292
)
 
3,280

Purchase of Bank Owned Life Insurance

 
(5,245
)
Net Cash Used In By Investing Activities
(175,347
)
 
(34,671
)
Cash Flows from Financing Activities:
 
 
 
Net Increase in Deposits
179,103

 
93,026

Net Decrease in Short-Term Borrowings
(36,007
)
 
(45,123
)
Federal Home Loan Bank Advances
45,000

 

Repayments of Federal Home Loan Bank Term Advances

 
(10,000
)
Purchase of Treasury Stock
(1,247
)
 
(2,235
)
Stock Options Exercised, Net
531

 
1,063

Shares Issued Under the Employee Stock Purchase Plan
359

 
351

Tax Benefit from Exercise of Stock Options
31

 
22

Shares Issued for Dividend Reinvestment Plans
439

 

Cash Dividends Paid
(9,479
)
 
(9,256
)
Net Cash Provided By Financing Activities
178,730

 
27,848

Net Increase in Cash and Cash Equivalents
23,396

 
14,684

Cash and Cash Equivalents at Beginning of Period
46,295

 
49,980

Cash and Cash Equivalents at End of Period
$
69,691

 
$
64,664

 
 
 
 
Supplemental Disclosures to Statements of Cash Flow Information:
 
 
 
Interest on Deposits and Borrowings
$
3,548

 
$
4,629

Income Taxes
8,257

 
7,035

Non-cash Investing and Financing Activity:
 
 
 
Transfer of Loans to Other Real Estate Owned and Repossessed Assets
2,213

 
1,137

Acquisition of Subsidiaries

 
91


See Notes to Unaudited Interim Consolidated Financial Statements.

# 7



NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.     ACCOUNTING POLICIES

In the opinion of the management of Arrow Financial Corporation (Arrow), the accompanying unaudited consolidated interim financial statements contain all of the adjustments necessary to present fairly the financial position as of September 30, 2015, December 31, 2014 and September 30, 2014; the results of operations for the three-month and nine-month periods ended September 30, 2015 and 2014; the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2015 and 2014; the changes in stockholders' equity for the nine-month periods ended September 30, 2015 and 2014; and the cash flows for the nine-month periods ended September 30, 2015 and 2014. All such adjustments are of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current presentation. The preparation of financial statements requires the use of management estimates. The unaudited consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements of Arrow for the year ended December 31, 2014, included in Arrow's 2014 Form 10-K.

New Accounting Standards Updates (ASU): During 2015, through the date of this report, the FASB issued 16 accounting standards updates, The standards listed below did not have had an immediate impact on Arrow, but could in the future.
ASU 2015-01 "Income Statement - Extraordinary and Unusual Items" eliminated the concept of extraordinary items. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-02 "Consolidation" changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-03 and ASU 2015-15 "Interest - Imputation of Interest" required debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. There were no changes to the recognition and measurement of debt issuance costs. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-04 "Compensation-Retirement Benefits" provides several practical expedients for the measurement or, in certain circumstances, the remeasurement of defined benefit plan assets and obligations. Most of the practical expedients will not apply to Arrow, however, if used, an entity must disclose the accounting policy election and the date used to measure defined benefit plan assets and obligations. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-05 "Intangibles - Goodwill and Other - Internal use Software" provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-06 "Earnings Per Share" contains guidance that addresses master limited partnerships. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-07 "Fair Value Measurement" permits a reporting entity to measure the fair value of certain investments using the net asset value per share of the investment. For Arrow, the standard is effective for the first quarter of 2016.
ASU 2015-08 "Business Combinations" amended various SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 115.
    

Note 2.    INVESTMENT SECURITIES (In Thousands)

The following table is the schedule of Available-For-Sale Securities at September 30, 2015, December 31, 2014 and September 30, 2014:
Available-For-Sale Securities
 
 
U.S. Agency
Obligations
 
State and
Municipal
Obligations
 
Mortgage-
Backed
Securities -
Residential
 
Corporate
and Other
Debt
Securities
 
Mutual Funds
and Equity
Securities
 
Total
Available-
For-Sale
Securities
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Available-For-Sale Securities,
  at Amortized Cost
 
$
161,253

 
$
55,263

 
$
158,351

 
$
16,871

 
$
1,120

 
$
392,858

Available-For-Sale Securities,
  at Fair Value
 
162,518

 
55,486

 
161,637

 
16,672

 
1,246

 
397,559

Gross Unrealized Gains
 
1,269

 
223

 
3,292

 
12

 
125

 
4,921

Gross Unrealized Losses
 
4

 

 
6

 
211

 

 
221

Available-For-Sale Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
 
 
 
 
348,115

 
 
 
 
 
 
 
 
 
 
 
 
 
Maturities of Debt Securities,
  at Amortized Cost:
 
 
 
 
 
 
 
 
 
 
 
 
Within One Year
 

 
22,968

 
16,168

 
5,420

 
 
 
44,556

From 1 - 5 Years
 
161,253

 
30,696

 
136,752

 
10,451

 
 
 
339,152

From 5 - 10 Years
 

 
999

 
5,431

 

 
 
 
6,430

Over 10 Years
 

 
600

 

 
1,000

 
 
 
1,600


# 8



Available-For-Sale Securities
 
 
U.S. Agency
Obligations
 
State and
Municipal
Obligations
 
Mortgage-
Backed
Securities -
Residential
 
Corporate
and Other
Debt
Securities
 
Mutual Funds
and Equity
Securities
 
Total
Available-
For-Sale
Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Maturities of Debt Securities,
  at Fair Value:
 
 
 
 
 
 
 
 
 
 
 
 
Within One Year
 

 
23,019

 
16,504

 
5,420

 
 
 
44,943

From 1 - 5 Years
 
162,518

 
30,868

 
139,201

 
10,452

 
 
 
343,039

From 5 - 10 Years
 

 
999

 
5,932

 

 
 
 
6,931

Over 10 Years
 

 
600

 

 
800

 
 
 
1,400

 
 
 
 
 
 
 
 
 
 
 
 
 
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$

 
$

 
$

 
$

 
$

 
$

12 Months or Longer
 
12,996

 
406

 
4,775

 
7,162

 

 
25,339

Total
 
$
12,996

 
$
406

 
$
4,775

 
$
7,162

 
$

 
$
25,339

Number of Securities in a
  Continuous Loss Position
 
3

 
1

 
1

 
11

 

 
16

 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$

 
$

 
$

 
$

 
$

 
$

12 Months or Longer
 
4

 

 
6

 
211

 

 
221

Total
 
$
4

 
$

 
$
6

 
$
211

 
$

 
$
221

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Available-For-Sale Securities,
  at Amortized Cost
 
$
137,540

 
$
81,582

 
$
124,732

 
$
16,988

 
$
1,120

 
$
361,962

Available-For-Sale Securities,
  at Fair Value
 
137,603

 
81,730

 
128,827

 
16,725

 
1,254

 
366,139

Gross Unrealized Gains
 
208

 
187

 
4,100

 
7

 
134

 
4,636

Gross Unrealized Losses
 
145

 
39

 
5

 
270

 

 
459

Available-For-Sale Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
 
 
 
 
267,384

 
 
 
 
 
 
 
 
 
 
 
 
 
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
39,631

 
$
3,309

 
$
82

 
$

 
$

 
$
43,022

12 Months or Longer
 
28,020

 
14,035

 
1,546

 
10,738

 

 
54,339

Total
 
$
67,651

 
$
17,344

 
$
1,628

 
$
10,738

 
$

 
$
97,361

Number of Securities in a
  Continuous Loss Position
 
22

 
65

 
3

 
15

 

 
105

 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
48

 
$

 
$

 
$

 
$

 
$
48

12 Months or Longer
 
97

 
39

 
5

 
270

 

 
411

Total
 
$
145

 
$
39

 
$
5

 
$
270

 
$

 
$
459

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Available-For-Sale Securities,
  at Amortized Cost
 
$
134,485

 
$
91,799

 
$
126,108

 
$
17,027

 
$
1,120

 
$
370,539

Available-For-Sale Securities,
  at Fair Value
 
134,051

 
92,150

 
130,101

 
16,756

 
1,277

 
374,335

Gross Unrealized Gains
 
1

 
355

 
4,046

 
9

 
157

 
4,568

Gross Unrealized Losses
 
435

 
4

 
53

 
280

 

 
772

Available-For-Sale Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
 
 
 
 
292,850

 
 
 
 
 
 
 
 
 
 
 
 
 

# 9



Available-For-Sale Securities
 
 
U.S. Agency
Obligations
 
State and
Municipal
Obligations
 
Mortgage-
Backed
Securities -
Residential
 
Corporate
and Other
Debt
Securities
 
Mutual Funds
and Equity
Securities
 
Total
Available-
For-Sale
Securities
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
90,968

 
$
450

 
$
5,528

 
$

 
$

 
$
96,946

12 Months or Longer
 
27,994

 
2,665

 
4,515

 
10,752

 

 
45,926

Total
 
$
118,962

 
$
3,115

 
$
10,043

 
$
10,752

 
$

 
$
142,872

Number of Securities in a
  Continuous Loss Position
 
35

 
18

 
7

 
15

 

 
75

 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
296

 
$

 
$
18

 
$

 
$

 
$
314

12 Months or Longer
 
139

 
4

 
35

 
280

 

 
458

Total
 
$
435

 
$
4

 
$
53

 
$
280

 
$

 
$
772



The following table is the schedule of Held-To-Maturity Securities at September 30, 2015, December 31, 2014 and September 30, 2014:
Held-To-Maturity Securities
 
 
State and
Municipal
Obligations
 
Mortgage-
Backed
Securities -
Residential
 
Corporate
and Other
Debt
Securities
 
Total
Held-To
Maturity
Securities
September 30, 2015
 
 
 
 
 
 
 
 
Held-To-Maturity Securities,
  at Amortized Cost
 
$
218,502

 
$
97,978

 
$
1,000

 
$
317,480

Held-To-Maturity Securities,
  at Fair Value
 
223,050

 
99,959

 
1,000

 
324,009

Gross Unrealized Gains
 
4,633

 
1,981

 

 
6,614

Gross Unrealized Losses
 
85

 

 

 
85

Held-To-Maturity Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
296,921

 
 
 
 
 
 
 
 
 
Maturities of Debt Securities,
  at Amortized Cost:
 
 
 
 
 
 
 
 
Within One Year
 
37,916

 

 

 
37,916

From 1 - 5 Years
 
88,502

 
72,904

 

 
161,406

From 5 - 10 Years
 
87,529

 
25,074

 

 
112,603

Over 10 Years
 
4,556

 

 
1,000

 
5,556

 
 
 
 
 
 
 
 
 
Maturities of Debt Securities,
  at Fair Value:
 
 
 
 
 
 
 
 
Within One Year
 
38,028

 

 

 
38,028

From 1 - 5 Years
 
91,022

 
74,407

 

 
165,429

From 5 - 10 Years
 
89,370

 
25,552

 

 
114,922

Over 10 Years
 
4,630

 

 
1,000

 
5,630

 
 
 
 
 
 
 
 
 
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$

 
$

 
$

 
$

12 Months or Longer
 
14,896

 

 

 
14,896

Total
 
$
14,896

 
$

 
$

 
$
14,896

Number of Securities in a
  Continuous Loss Position
 
51

 

 

 
51

 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$

 
$

 
$

 
$


# 10



Held-To-Maturity Securities
 
 
State and
Municipal
Obligations
 
Mortgage-
Backed
Securities -
Residential
 
Corporate
and Other
Debt
Securities
 
Total
Held-To
Maturity
Securities
12 Months or Longer
 
85

 

 

 
85

Total
 
$
85

 
$

 
$

 
$
85

 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
Held-To-Maturity Securities,
  at Amortized Cost
 
$
188,472

 
$
112,552

 
$
1,000

 
$
302,024

Held-To-Maturity Securities,
  at Fair Value
 
193,252

 
114,314

 
1,000

 
308,566

Gross Unrealized Gains
 
4,935

 
1,770

 

 
6,705

Gross Unrealized Losses
 
155

 
8

 

 
163

Held-To-Maturity Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
282,640

 
 
 
 
 
 
 
 
 
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
2,143

 
$
4,581

 
$

 
$
6,724

12 Months or Longer
 
16,033

 

 

 
16,033

Total
 
$
18,176

 
$
4,581

 
$

 
$
22,757

Number of Securities in a
  Continuous Loss Position
 
74

 
1

 

 
75

 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
17

 
$
8

 
$

 
$
25

12 Months or Longer
 
138

 

 

 
138

Total
 
$
155

 
$
8

 
$

 
$
163

 
 
 
 
 
 
 
 

September 30, 2014
 
 
 
 
 
 
 
 
Held-To-Maturity Securities,
  at Amortized Cost
 
$
178,699

 
$
116,823

 
$
1,000

 
$
296,522

Held-To-Maturity Securities,
  at Fair Value
 
184,116

 
117,451

 
1,000

 
302,567

Gross Unrealized Gains
 
5,535

 
672

 

 
6,207

Gross Unrealized Losses
 
118

 
44

 

 
162

Held-To-Maturity Securities,
  Pledged as Collateral
 
 
 
 
 
 
 
277,636

 
 
 
 
 
 
 
 
 
Securities in a Continuous
  Loss Position, at Fair Value:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
2,289

 
$
9,221

 
$

 
$
11,510

12 Months or Longer
 
13,058

 
4,366

 

 
17,424

Total
 
$
15,347

 
$
13,587

 
$

 
$
28,934

Number of Securities in a
  Continuous Loss Position
 
58

 
5

 

 
63

 
 
 
 
 
 
 
 
 
Unrealized Losses on
  Securities in a Continuous
  Loss Position:
 
 
 
 
 
 
 
 
Less than 12 Months
 
$
15

 
$
32

 
$

 
$
47

12 Months or Longer
 
103

 
12

 

 
115

Total
 
$
118

 
$
44

 
$

 
$
162

 
 
 
 
 
 
 
 



# 11



In the tables above, maturities of mortgage-backed-securities - residential are included based on their expected average lives.  Actual maturities will differ from the table below because issuers may have the right to call or prepay obligations with, or without, prepayment penalties.
In the available-for-sale category at September 30, 2015, U.S. agency obligations consisted solely of U.S. Government Agency securities with an amortized cost of $161.3 million and a fair value of $162.5 million. Mortgage-backed securities - residential consisted of U.S. Government Agency securities with an amortized cost of $27.5 million and a fair value of $28.1 million and government sponsored entity (GSE) securities with an amortized cost of $130.8 million and a fair value of $133.5 million. In the held-to-maturity category at September 30, 2015, mortgage-backed securities-residential consisted of U.S Government Agency securities with an amortized cost of $27.8 million and a fair value of $28.4 million and GSE securities with an amortized cost of $70.2 million and a fair value of $71.5 million.
In the available-for-sale category at December 31, 2014, U.S. agency obligations consisted solely of U.S. Government Agency securities with an amortized cost of $137.5 million and a fair value of $137.6 million. Mortgage-backed securities-residential consisted of U.S. Government Agency securities with an amortized cost of $23.0 million and a fair value of $23.6 million and GSE securities with an amortized cost of $101.7 million and a fair value of $105.2 million. In the held-to-maturity category at December 31, 2014, mortgage-backed securities-residential consisted of U.S. Government Agency securities with an amortized cost of $4.4 million and a fair value of $4.5 million and GSE securities with an amortized cost of $108.1 million and a fair value of $109.8 million.
In the available-for-sale category at September 30, 2014, U.S. agency obligations consisted solely of U.S. Government Agency securities with an amortized cost of $134.5 million and a fair value of $134.1 million. Mortgage-backed securities-residential consisted of US Government Agency securities with an amortized cost of $26.0 million and a fair value of $26.6 million and GSE securities with an amortized cost of $100.1 million and a fair value of $103.5 million. In the held-to-maturity category at September 30, 2014, mortgage-backed securities-residential consisted of U.S. Government Agency securities with an amortized cost of $4.5 million and a fair value of $4.6 million and GSE securities with an amortized cost of $112.3 million and a fair value of $112.9 million.
Securities in a continuous loss position, in the tables above for September 30, 2015, December 31, 2014 and September 30, 2014, do not reflect any deterioration of the credit worthiness of the issuing entities.  U.S. Agency issues, including agency-backed collateralized mortgage obligations and mortgage-backed securities, are all rated at least Aaa by Moody's or AA+ by Standard and Poor's.  The state and municipal obligations are general obligations supported by the general taxing authority of the issuer, and in some cases are insured. Obligations issued by school districts are supported by state aid.  For any non-rated municipal securities, credit analysis is performed in-house based upon data that has been submitted by the issuers to the NY State Comptroller. That analysis reflects satisfactory credit worthiness of the municipalities.  Corporate and other debt securities continue to be rated above investment grade according to Moody's and Standard and Poor's. Subsequent to September 30, 2015, and through the date of filing this report, there were no securities downgraded below investment grade.  
The unrealized losses on these temporarily impaired securities are primarily the result of changes in interest rates for fixed rate securities where the interest rate received is less than the current rate available for new offerings of similar securities, changes in market spreads as a result of shifts in supply and demand, and/or changes in the level of prepayments for mortgage related securities.   Because we do not currently intend to sell any of our temporarily impaired securities, and because it is not more likely-than-not that we would be required to sell the securities prior to recovery, the impairment is considered temporary.



# 12



Note 3.    LOANS (In Thousands)

Loan Categories and Past Due Loans

The following table presents loan balances outstanding as of September 30, 2015, December 31, 2014 and September 30, 2014 and an analysis of the recorded investment in loans that are past due at these dates.  Generally, Arrow considers a loan past due 30 or more days if the borrower is two or more payments past due.   Loans held-for-sale of $1,004, $398 and $1,149 as of September 30, 2015, December 31, 2014 and September 30, 2014, respectively, are included in the residential real estate balances for current loans.
 
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Total
September 30, 2015
 
 
 
 
 
 
 
 
 
Loans Past Due 30-59 Days
$
47

 
$

 
$
4,258

 
$
427

 
$
4,732

Loans Past Due 60-89 Days
68

 

 
1,234

 
658

 
1,960

Loans Past Due 90 or more Days
371

 
1,817

 
350

 
2,909

 
5,447

Total Loans Past Due
486

 
1,817

 
5,842

 
3,994

 
12,139

Current Loans
102,403

 
371,855

 
453,078

 
597,450

 
1,524,786

Total Loans
$
102,889

 
$
373,672

 
$
458,920

 
$
601,444

 
$
1,536,925

 
 
 
 
 
 
 
 
 
 
Loans 90 or More Days Past Due
  and Still Accruing Interest
$

 
$

 
$
1

 
$
962

 
$
963

Nonaccrual Loans
$
466

 
$
2,752

 
$
439

 
$
4,134

 
$
7,791

 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
Loans Past Due 30-59 Days
$
124

 
$
432

 
$
4,167

 
$
482

 
$
5,205

Loans Past Due 60-89 Days
154

 
7

 
1,225

 
1,495

 
2,881

Loans Past Due 90 or more Days
345

 
1,832

 
206

 
2,999

 
5,382

Total Loans Past Due
623

 
2,271

 
5,598

 
4,976

 
13,468

Current Loans
98,888

 
337,841

 
431,443

 
531,628

 
1,399,800

Total Loans
$
99,511

 
$
340,112

 
$
437,041

 
$
536,604

 
$
1,413,268

 
 
 
 
 
 
 
 
 
 
Loans 90 or More Days Past Due
  and Still Accruing Interest
$

 
$

 
$

 
$
537

 
$
537

Nonaccrual Loans
$
473

 
$
2,071

 
$
415

 
$
3,940

 
$
6,899

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Loans Past Due 30-59 Days
$
109

 
$

 
$
2,962

 
$
389

 
$
3,460

Loans Past Due 60-89 Days
210

 
232

 
1,066

 
1,379

 
2,887

Loans Past Due 90 or more Days
485

 
1,832

 
266

 
3,064

 
5,647

Total Loans Past Due
804

 
2,064

 
4,294

 
4,832

 
11,994

Current Loans
96,042

 
338,544

 
422,672

 
512,188

 
1,369,446

Total Loans
$
96,846

 
$
340,608

 
$
426,966

 
$
517,020

 
$
1,381,440

 
 
 
 
 
 
 
 
 
 
Loans 90 or More Days Past Due
  and Still Accruing Interest
$
328

 
$

 
$

 
$
243

 
$
571

Nonaccrual Loans
$
241

 
$
2,073

 
$
438

 
$
4,296

 
$
7,048

    

The Company disaggregates its loan portfolio into the following four categories:

Commercial - The Company offers a variety of loan options to meet the specific needs of our commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion and equipment purchases. Generally, a collateral lien is placed on equipment or other assets owned by the borrower. These loans carry a higher risk than commercial real estate loans due to the nature of the underlying collateral, which can be business assets such as equipment and accounts receivable and generally have a lower liquidation value than real estate. In the event of default by the borrower, the Company may be required to liquidate collateral at deeply discounted values. To reduce the risk, management usually obtains personal guarantees of the borrowers.


# 13



Commercial Real Estate - The Company offers commercial real estate loans to finance real estate purchases, refinancings, expansions and improvements to commercial properties. Commercial real estate loans are made to finance the purchases of real property which generally consists of real estate with completed structures. These commercial real estate loans are secured by first liens on the real estate, which may include apartments, commercial structures, housing businesses, healthcare facilities, and both owner and non owner-occupied facilities. These loans are typically less risky than commercial loans, since they are secured by real estate and buildings, and are generally originated in amounts of no more than 80% of the appraised value of the property. However, the Company also offers commercial construction and land development loans to finance projects, primarily within the communities that we serve. Many projects will ultimately be used by the borrowers' businesses, while others are developed for resale. These real estate loans are also secured by first liens on the real estate, which may include apartments, commercial structures, housing business, healthcare facilities and both owner-occupied and non-owner-occupied facilities. There is enhanced risk during the construction period, since the loan is secured by an incomplete project.

Consumer Loans - The Company offers a variety of consumer installment loans to finance personal expenditures. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from one to five years, based upon the nature of the collateral and the size of the loan. In addition to installment loans, the Company also offers personal lines of credit and overdraft protection. Several loans are unsecured, which carry a higher risk of loss. Also included in this category are automobile loans. The Company primarily finances the purchases of automobiles indirectly through dealer relationships located throughout upstate New York and Vermont. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from three to seven years. Indirect consumer loans are underwritten on a secured basis using the underlying collateral being financed.

Residential Real Estate Mortgages - Residential real estate loans consist primarily of loans secured by first or second mortgages on primary residences. We originate adjustable-rate and fixed-rate one-to-four-family residential real estate loans for the construction, purchase or refinancing of an existing mortgage. These loans are collateralized primarily by owner-occupied properties generally located in the Company’s market area. Loans on one-to-four-family residential real estate are generally originated in amounts of no more than 85% of the purchase price or appraised value (whichever is lower), or have private mortgage insurance. The Company’s underwriting analysis for residential mortgage loans typically includes credit verification, independent appraisals, and a review of the borrower’s financial condition. Mortgage title insurance and hazard insurance are normally required. It is our general practice to underwrite our residential real estate loans to secondary market standards. Construction loans have a unique risk, because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period. In addition, the Company offers fixed home equity loans as well as home equity lines of credit to consumers to finance home improvements, debt consolidation, education and other uses.  Our policy allows for a maximum loan to value ratio of 80%, although periodically higher advances are allowed.  The Company originates home equity lines of credit and second mortgage loans (loans secured by a second junior lien position on one-to-four-family residential real estate).  Risk is generally reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows.  A security interest, with title insurance when necessary, is taken in the underlying real estate.

Allowance for Loan Losses

The following table presents a roll-forward of the allowance for loan losses and other information pertaining to the allowance for loan losses:
Allowance for Loan Losses
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Unallocated
 
Total
Roll-forward of the Allowance for Loan Losses for the Quarterly Periods:
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
$
1,815

 
$
3,932

 
$
5,416

 
$
3,699

 
$
712

 
$
15,574

Charge-offs
(15
)
 

 
(150
)
 
(215
)
 

 
(380
)
Recoveries
5

 

 
38

 

 

 
43

Provision
16

 
100

 
225

 
311

 
(115
)
 
537

September 30, 2015
$
1,821

 
$
4,032

 
$
5,529

 
$
3,795

 
$
597

 
$
15,774

 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2014
$
2,055

 
$
4,215

 
$
4,680

 
$
3,133

 
$
953

 
$
15,036

Charge-offs
(26
)
 

 
(193
)
 
(46
)
 

 
(265
)
Recoveries
24

 

 
54

 

 

 
78

Provision
90

 
(64
)
 
249

 
187

 
(18
)
 
444

September 30, 2014
$
2,143

 
$
4,151

 
$
4,790

 
$
3,274

 
$
935

 
$
15,293

 
 
 
 
 
 
 
 
 
 
 
 

# 14



Allowance for Loan Losses
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Unallocated
 
Total
Roll-forward of the Allowance for Loan Losses for the Year-to-Date Periods:
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
$
2,100

 
$
4,128

 
$
5,210

 
$
3,369

 
$
763

 
$
15,570

Charge-offs
(46
)
 

 
(483
)
 
(306
)
 

 
(835
)
Recoveries
23

 

 
134

 

 

 
157

Provision
(256
)
 
(96
)
 
668

 
732

 
(166
)
 
882

September 30, 2015
$
1,821

 
$
4,032

 
$
5,529

 
$
3,795

 
$
597

 
$
15,774

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
$
1,886

 
$
3,962

 
$
4,478

 
$
3,026

 
$
1,082

 
$
14,434

Charge-offs
(192
)
 

 
(486
)
 
(91
)
 

 
(769
)
Recoveries
49

 

 
172

 

 

 
221

Provision
400

 
189

 
626

 
339

 
(147
)
 
1,407

September 30, 2014
$
2,143

 
$
4,151

 
$
4,790

 
$
3,274

 
$
935

 
$
15,293

 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses - Loans Individually Evaluated for Impairment
$

 
$

 
$

 
$
135

 
$

 
$
135

Allowance for loan losses - Loans Collectively Evaluated for Impairment
$
1,821

 
$
4,032

 
$
5,529

 
$
3,660

 
$
597

 
$
15,639

Ending Loan Balance - Individually Evaluated for Impairment
$
164

 
$
2,371

 
$
130

 
$
1,511

 
$

 
$
4,176

Ending Loan Balance - Collectively Evaluated for Impairment
$
102,725

 
$
371,301

 
$
458,790

 
$
599,933

 
$

 
$
1,532,749

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses - Loans Individually Evaluated for Impairment
$

 
$

 
$

 
$
109

 
$

 
$
109

Allowance for loan losses - Loans Collectively Evaluated for Impairment
$
2,100

 
$
4,128

 
$
5,210

 
$
3,260

 
$
763

 
$
15,461

Ending Loan Balance - Individually Evaluated for Impairment
$
494

 
$
1,492

 
$
118

 
$
2,237

 
$

 
$
4,341

Ending Loan Balance - Collectively Evaluated for Impairment
$
99,017

 
$
338,620

 
$
436,923

 
$
534,367

 
$

 
$
1,408,927

 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses - Loans Individually Evaluated for Impairment
$

 
$

 
$

 
$
82

 
$

 
$
82

Allowance for loan losses - Loans Collectively Evaluated for Impairment
$
2,143

 
$
4,151

 
$
4,790

 
$
3,192

 
$
935

 
$
15,211

Ending Loan Balance - Individually Evaluated for Impairment
$
201

 
$
1,493

 
$
123

 
$
2,200

 
$

 
$
4,017

Ending Loan Balance - Collectively Evaluated for Impairment
$
96,645

 
$
339,115

 
$
426,843

 
$
514,820

 
$

 
$
1,377,423


# 15



    
Through the provision for loan losses, an allowance for loan losses is maintained that reflects our best estimate of the inherent risk of loss in the Company’s loan portfolio as of the balance sheet date. Additions are made to the allowance for loan losses through a periodic provision for loan losses. Actual loan losses are charged against the allowance for loan losses when loans are deemed uncollectible and recoveries of amounts previously charged off are recorded as credits to the allowance for loan losses.
Our loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with certain criticized and classified commercial-related relationships. In addition, our independent internal loan review department performs periodic reviews of the risk ratings on individual loans in our commercial loan portfolio.
We use a two-step process to determine the provision for loan losses and the amount of the allowance for loan losses. We measure impairment on our impaired loans on a quarterly basis. Our impaired loans are generally nonaccrual loans over $250 thousand and all troubled debt restructured loans. Our impaired loans are generally considered to be collateral dependent with the specific reserve, if any, determined based on the value of the collateral less estimated costs to sell.
The remainder of the portfolio is evaluated on a pooled basis. For each homogeneous loan pool, we estimate a total loss factor based on the historical net loss rates adjusted for applicable qualitative factors. We update the total loss factors assigned to each loan category on a quarterly basis. For the commercial and commercial real estate categories, we further segregate the loan categories by credit risk profile (pools of loans graded satisfactory, special mention and substandard). Additional description of the credit risk classifications is detailed in the Credit Quality Indicators section of this note.
We determine the annualized historical net loss rate for each loan category using a trailing three-year net charge-off average. While historical net loss experience provides a reasonable starting point for our analysis, historical net losses, or even recent trends in net losses, do not by themselves form a sufficient basis to determine the appropriate level of the allowance for loan losses. Therefore, we also consider and adjust historical net loss factors for qualitative factors that impact the inherent risk of loss associated with our loan categories within our total loan portfolio. These include:
Changes in the volume and severity of past due, nonaccrual and adversely classified loans
Changes in the nature and volume of the portfolio and in the terms of loans
Changes in the value of the underlying collateral for collateral dependent loans
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses
Changes in the quality of the loan review system
Changes in the experience, ability, and depth of lending management and other relevant staff
Changes in international, national, regional, and local economic and business conditions and developments that affect the collectibility of the portfolio
The existence and effect of any concentrations of credit, and changes in the level of such concentrations
The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the  existing portfolio or pool
Further, due to the imprecise nature of the loan loss estimation process, the risk attributes of our loan portfolio may not be fully captured in data related to the determination of loss factors used to determine our analysis of the adequacy of the allowance for loan losses. Management, therefore, has established an unallocated portion within the allowance for loan losses reflecting the imprecision that naturally exists in the allowance for loan loss estimation process. The unallocated allowance for loan losses is not considered a significant component of the overall allowance for loan loss estimation process.

























# 16




Credit Quality Indicators

The following table presents the credit quality indicators by loan category at September 30, 2015, December 31, 2014 and September 30, 2014:
Loan Credit Quality Indicators
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Total
September 30, 2015
 
 
 
 
 
 
 
 
 
Credit Risk Profile by Creditworthiness Category:
 
 
 
 
 
 
 
 
 
Satisfactory
$
92,896

 
$
350,070

 
 
 
 
 
$
442,966

Special Mention
1,157

 
5,170

 
 
 
 
 
6,327

Substandard
8,836

 
18,432

 
 
 
 
 
27,268

Doubtful

 

 
 
 
 
 

Credit Risk Profile Based on Payment Activity:
 
 
 
 
 
 
 
 
 
Performing
 
 
 
 
$
458,479

 
$
596,348

 
1,054,827

Nonperforming
 
 
 
 
441

 
5,096

 
5,537

 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
Credit Risk Profile by Creditworthiness Category:
 
 
 
 
 
 
 
 
 
Satisfactory
85,949

 
317,747

 
 
 
 
 
403,696

Special Mention
2,442

 
3,718

 
 
 
 
 
6,160

Substandard
11,120

 
18,647

 
 
 
 
 
29,767

Doubtful

 

 
 
 
 
 

Credit Risk Profile Based on Payment Activity:
 
 
 
 
 
 
 
 
 
Performing
 
 
 
 
436,626

 
532,127

 
968,753

Nonperforming
 
 
 
 
415

 
4,477

 
4,892

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Credit Risk Profile by Creditworthiness Category:
 
 
 
 
 
 
 
 
 
Satisfactory
82,232

 
316,395

 
 
 
 
 
398,627

Special Mention
4,969

 
7,032

 
 
 
 
 
12,001

Substandard
9,645

 
17,181

 
 
 
 
 
26,826

Doubtful

 

 
 
 
 
 

Credit Risk Profile Based on Payment Activity:
 
 
 
 
 
 
 
 
 
Performing
 
 
 
 
426,528

 
512,481

 
939,009

Nonperforming
 
 
 
 
438

 
4,539

 
4,977


We use an internally developed system of five credit quality indicators to rate the credit worthiness of each commercial loan defined as follows: 1) Satisfactory - "Satisfactory" borrowers have acceptable financial condition with satisfactory record of earnings and sufficient historical and projected cash flow to service the debt.  Borrowers have satisfactory repayment histories and primary and secondary sources of repayment can be clearly identified; 2) Special Mention - Loans in this category have potential weaknesses that deserve managements close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date.  "Special mention" assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.  Loans which might be assigned this risk rating include loans to borrowers with deteriorating financial strength and/or earnings record and loans with potential for problems due to weakening economic or market conditions; 3) Substandard - Loans classified as substandard are inadequately protected by the current sound net worth or paying capacity of the borrower or the collateral pledged, if any.  Loans in this category have well defined weaknesses that jeopardize the repayment.  They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.  Substandard loans may include loans which are likely to require liquidation of collateral to effect repayment, and other loans where character or ability to repay has become suspect. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard; 4) Doubtful - Loans classified as doubtful have all of the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values highly questionable and improbable.  Although possibility of loss is extremely high, classification of these loans as loss has been deferred due to specific pending factors or events which may strengthen the value (i.e. possibility of additional collateral, injection of capital, collateral liquidation, debt restructure, economic recovery, etc).  Loans classified as doubtful need to be placed on

# 17



non-accrual; and 5) Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.  As of the date of the balance sheet, all loans in this category have been charged-off to the allowance for loan losses.  Large commercial loans are evaluated on an annual basis, unless the credit quality indicator falls to a level of "special mention" or below, when the loan is evaluated quarterly.  The credit quality indicator is one of the factors used to determine any loss, as further described in this footnote.
For the purposes of the table above, nonperforming consumer loans are those loans on nonaccrual status or are 90 days or more past due and still accruing interest.

Impaired Loans

The following table presents information on impaired loans based on whether the impaired loan has a recorded related allowance or has no recorded related allowance:
Impaired Loans
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Total
September 30, 2015
 
 

 
 
 
 
 
 
Recorded Investment:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
164

 
$
2,371

 
$
130

 
$
926

 
$
3,591

With a Related Allowance

 

 

 
585

 
585

Unpaid Principal Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
164

 
2,371

 
130

 
926

 
3,591

With a Related Allowance

 

 

 
585

 
585

 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 

 
 
Recorded Investment:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
494

 
$
1,492

 
$
118

 
$
1,678

 
$
3,782

With a Related Allowance

 

 

 
559

 
559

Unpaid Principal Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
494

 
1,492

 
118

 
1,678

 
3,782

With a Related Allowance

 

 

 
559

 
559

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Recorded Investment:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
201

 
$
1,493

 
$
123

 
$
1,667

 
$
3,484

With a Related Allowance

 

 

 
533

 
533

Unpaid Principal Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
201

 
1,493

 
123

 
1,667

 
$
3,484

With a Related Allowance

 

 

 
533

 
533

 
 
 
 
 
 
 
 
 
 
For the Quarter Ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Average Recorded Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
313

 
$
1,931

 
$
112

 
$
1,312

 
$
3,668

With a Related Allowance

 

 

 
590

 
590

Interest Income Recognized:
 
 
 
 
 
 
 
 
 
With No Related Allowance
2

 

 
2

 
1

 
5

With a Related Allowance

 

 

 

 

Cash Basis Income:
 
 
 
 
 
 
 
 
 
With No Related Allowance

 

 

 

 

With a Related Allowance

 

 

 

 

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Average Recorded Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
205

 
$
1,493

 
$
124

 
$
1,394

 
$
3,216

With a Related Allowance

 

 

 
554

 
554

Interest Income Recognized:
 
 
 
 
 
 
 
 
 
With No Related Allowance
2

 

 
2

 

 
4

With a Related Allowance

 

 

 

 

Cash Basis Income:
 
 
 
 
 
 
 
 
 
With No Related Allowance

 

 

 

 

With a Related Allowance

 

 

 

 


# 18



Impaired Loans
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Total
For the Year-To-Date Period Ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Average Recorded Balance:

 
 
 
 
 
 
 
 
With No Related Allowance
$
329

 
$
1,932

 
$
124

 
$
1,302

 
$
3,687

With a Related Allowance

 

 

 
572

 
572

Interest Income Recognized:
 
 
 
 
 
 
 
 
 
With No Related Allowance
6

 

 
4

 
2

 
12

With a Related Allowance

 

 

 

 

Cash Basis Income:
 
 
 
 
 
 
 
 
 
With No Related Allowance

 

 

 

 

With a Related Allowance

 

 

 

 

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Average Recorded Balance:
 
 
 
 
 
 
 
 
 
With No Related Allowance
$
211

 
$
1,639

 
$
149

 
$
1,988

 
$
3,987

With a Related Allowance

 

 

 
267

 
267

Interest Income Recognized:
 
 
 
 
 
 
 
 
 
With No Related Allowance
7

 

 
6

 
1

 
14

With a Related Allowance

 

 

 

 

Cash Basis Income:
 
 
 
 
 
 
 
 
 
With No Related Allowance

 

 

 

 

With a Related Allowance

 

 

 

 


At September 30, 2015, December 31, 2014 and September 30, 2014, all impaired loans were considered to be collateral dependent and were therefore evaluated for impairment based on the fair value of collateral less estimated cost to sell. Interest income recognized in the table above, represents income earned after the loans became impaired and includes restructured loans in compliance with their modified terms and nonaccrual loans where we have recognized interest income on a cash basis.

Loans Modified in Trouble Debt Restructurings

The following table presents information on loans modified in trouble debt restructurings during the periods indicated. All loans were modified under Arrow's own programs. The principal modification, for all the modifications in the table below, involved payment deferrals.

# 19



Loans Modified in Trouble Debt Restructurings During the Period
 
 
 
Commercial
 
 
 
 
 
 
 
Commercial
 
Real Estate
 
Consumer
 
Residential
 
Total
For the Quarter Ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Number of Loans

 
1

 
3

 

 
4

Pre-Modification Outstanding Recorded Investment
$

 
$
883

 
$
49

 
$

 
$
932

Post-Modification Outstanding Recorded Investment
$

 
$
883

 
$
49

 
$

 
$
932

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Number of Loans

 

 
1

 

 
1

Pre-Modification Outstanding Recorded Investment
$

 
$

 
$
12

 
$

 
$
12

Post-Modification Outstanding Recorded Investment
$

 
$

 
$
12

 
$

 
$
12

 
 
 
 
 
 
 
 
 
 
For the Year-To-Date Period Ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Number of Loans

 
1

 
4

 

 
5

Pre-Modification Outstanding Recorded Investment
$

 
$
883

 
$
51

 
$

 
$
934

Post-Modification Outstanding Recorded Investment
$

 
$
883

 
$
51

 
$

 
$
934

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Number of Loans

 

 
2

 
1

 
3

Pre-Modification Outstanding Recorded Investment
$

 
$

 
$
14

 
$
574

 
$
588

Post-Modification Outstanding Recorded Investment
$

 
$

 
$
14

 
$
574

 
$
588


In general, loans requiring modification are restructured to accommodate the projected cashflows of the borrower. No loans modified during the preceding twelve months subsequently defaulted as of September 30, 2015.
    
Note 4.    GUARANTEES (In Thousands)

The following table presents the balance for standby letters of credit for the periods ended September 30, 2015, December 31, 2014 and September 30, 2014:
Loan Commitments and Letters of Credit
 
September 30, 2015
 
December 31, 2014
 
September 30, 2014
Notional Amount:
 
 
 
 
 
Commitments to Extend Credit
$
293,728

 
$
249,803

 
$
255,587

Standby Letters of Credit
3,201

 
3,317

 
3,157

Fair Value:
 
 
 
 
 
Commitments to Extend Credit
$

 
$

 
$

Standby Letters of Credit
10

 
39

 
52


    
Arrow is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and standby letters of credit.  Commitments to extend credit include home equity lines of credit, commitments for residential and commercial construction loans and other personal and commercial lines of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.  The contract or notional amounts of those instruments reflect the extent of the involvement Arrow has in particular classes of financial instruments.

# 20



Arrow's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  Arrow uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  Arrow evaluates each customer's creditworthiness on a case-by-case basis.  Home equity lines of credit are secured by residential real estate.  Construction commitments are secured by underlying real estate.  For other lines of credit, the amount of collateral obtained, if deemed necessary by Arrow upon extension of credit, is based on management's credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.  Most of the commitments are variable rate instruments.
Arrow has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party.  Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit at September 30, 2015, December 31, 2014 and September 30, 2014 represent the maximum potential future payments Arrow could be required to make.  Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements.  Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension.  Loan-to-value ratios generally range from 50% for movable assets, such as inventory, to 100% for liquid assets, such as bank CD's.  Fees for standby letters of credit typically range from 1% to 3% of the notional amount.  Fees are collected upfront and are amortized over the life of the commitment. The fair values of Arrow's standby letters of credit at September 30, 2015, December 31, 2014 and September 30, 2014, in the table above, were the same as the carrying amounts.  The fair value of standby letters of credit is based on the fees currently charged for similar agreements or the cost to terminate the arrangement with the counterparties.
The fair value of commitments to extend credit is determined by estimating the fees to enter into similar agreements, taking into account the remaining terms and present creditworthiness of the counterparties, and for fixed rate loan commitments, the difference between the current and committed interest rates.  Arrow provides several types of commercial lines of credit and standby letters of credit to its commercial customers.  The pricing of these services is not isolated, as Arrow considers the customer's complete deposit and borrowing relationship in pricing individual products and services.  The commitments to extend credit also include commitments under home equity lines of credit, for which Arrow charges no fee.  The carrying value and fair value of commitments to extend credit are not material and Arrow does not expect to incur any material loss as a result of these commitments.


# 21



Note 5.    COMPREHENSIVE INCOME (In Thousands)

The following table presents the components of other comprehensive income for the three and nine months ended September 30, 2015 and 2014:
Schedule of Comprehensive Income
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
Tax
 
 
 
 
 
Tax
 
 
 
 
Before-Tax
 
(Expense)
 
Net-of-Tax
 
Before-Tax
 
(Expense)
 
 
Net-of-Tax
 
Amount
 
Benefit
 
Amount
 
Amount
 
Benefit
 
 
Amount
2015
 
 
 
 
 
 
 
 
 
 
 
 
Net Unrealized Securities Holding Losses Arising During the Period
$
892

 
$
(349
)
 
$
543

 
$
631

 
$
(247
)
 
 
$
384

Reclassification Adjustment for Securities Gains Included in Net Income

 

 

 
(106
)
 
41

 
 
(65
)
Amortization of Net Retirement Plan Actuarial Loss
192

 
(75
)
 
117

 
579

 
(227
)
 
 
352

Accretion of Net Retirement Plan Prior Service Credit
(13
)
 
4

 
(9
)
 
(41
)
 
16

 
 
(25
)
  Other Comprehensive Loss
$
1,071

 
$
(420
)
 
$
651

 
$
1,063

 
$
(417
)
 
 
$
646

 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
Net Unrealized Securities Holding Gains Arising During the Period
$
(1,274
)
 
$
504

 
$
(770
)
 
$
(25
)
 
$
10

 
 
$
(15
)
Reclassification Adjustment for Securities Losses Included in Net Income
(137
)
 
55

 
(82
)
 
(110
)
 
44

 
 
(66
)
Amortization of Net Retirement Plan Actuarial Loss
116

 
(46
)
 
70

 
346

 
(137
)
 
 
209

Accretion of Net Retirement Plan Prior Service Credit
(22
)
 
9

 
(13
)
 
(65
)
 
26

 
 
(39
)
  Other Comprehensive Income
$
(1,317
)
 
$
522

 
$
(795
)
 
$
146

 
$
(57
)
 
 
$
89



# 22



The following table presents the changes in accumulated other comprehensive income by component:
Changes in Accumulated Other Comprehensive Income (Loss) by Component (1)
 
 
 
 
 
 
 
 
 
Unrealized
 
Defined Benefit Plan Items
 
 
 
Gains and
 
 
 
 
 
 
 
Losses on
 
 
 
Net Prior
 
 
 
Available-for-
 
Net Gain
 
Service
 
 
 
Sale Securities
 
(Loss)
 
(Cost ) Credit
 
Total
For the Quarter-To-Date periods ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
$
2,315

 
$
(9,020
)
 
$
(466
)
 
$
(7,171
)
Other comprehensive income or loss before reclassifications
543

 

 

 
543

Amounts reclassified from accumulated other comprehensive income

 
117

 
(9
)
 
108

Net current-period other comprehensive income
543

 
117

 
(9
)
 
651

September 30, 2015
$
2,858

 
$
(8,903
)
 
$
(475
)
 
$
(6,520
)
 
 
 
 
 
 
 
 
June 30, 2014
$
3,145

 
$
(6,558
)
 
$
(76
)
 
$
(3,489
)
Other comprehensive income or loss before reclassifications
(770
)
 

 

 
(770
)
Amounts reclassified from accumulated other comprehensive income
(82
)
 
70

 
(13
)
 
(25
)
Net current-period other comprehensive income
(852
)
 
70

 
(13
)
 
(795
)
September 30, 2014
$
2,293

 
$
(6,488
)
 
$
(89
)
 
$
(4,284
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Year-To-Date periods ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
$
2,539

 
$
(9,255
)
 
$
(450
)
 
$
(7,166
)
Other comprehensive income or loss before reclassifications
384

 

 

 
384

Amounts reclassified from accumulated other comprehensive income
(65
)
 
352

 
(25
)
 
262

Net current-period other comprehensive income
319

 
352

 
(25
)
 
646

September 30, 2015
$
2,858

 
$
(8,903
)
 
$
(475
)
 
$
(6,520
)
 
 
 
 
 
 
 
 
December 31, 2013
$
2,374

 
$
(6,697
)
 
$
(50
)
 
$
(4,373
)
Other comprehensive income or loss before reclassifications
(15
)
 

 

 
(15
)
Amounts reclassified from accumulated other comprehensive income
(66
)
 
209

 
(39
)
 
104

Net current-period other comprehensive income
(81
)
 
209

 
(39
)
 
89

September 30, 2014
$
2,293

 
$
(6,488
)
 
$
(89
)
 
$
(4,284
)
 
 
 
 
 
 
 
 
 

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

# 23



The following table presents the reclassifications out of accumulated other comprehensive income:
Reclassifications Out of Accumulated Other Comprehensive Income (1)
 
 
 
Amounts Reclassified
 
 
Details about Accumulated Other
 
from Accumulated Other
 
Affected Line Item in the Statement
Comprehensive Income (Loss) Components
 
Comprehensive Income
 
Where Net Income Is Presented
 
 
 
 
 
For the Quarter-to-date periods ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
Unrealized gains and losses on available-for-sale securities
 
$

 
Gain on Securities Transactions
 
 

 
Total before Tax
 
 

 
Provision for Income Taxes
 
 
$

 
Net of Tax
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
Prior-service costs
 
$
13

(2) 
Salaries and Employee Benefits
Actuarial gains/(losses)
 
(192
)
(2) 
Salaries and Employee Benefits
 
 
(179
)
 
Total before Tax
 
 
70

 
Provision for Income Taxes
 
 
$
(109
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(109
)
 
Net of Tax
 
 
 
 
 
September 30, 2014
 
 
 
 
Unrealized gains and losses on available-for-sale securities
 
$
137

 
Gain on Securities Transactions
 
 
137

 
Total before Tax
 
 
(55
)
 
Provision for Income Taxes
 
 
$
82

 
Net of Tax
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
Prior-service costs
 
$
22

(2) 
Salaries and Employee Benefits
Actuarial gains/(losses)
 
(116
)
(2) 
Salaries and Employee Benefits
 
 
(94
)
 
Total before Tax
 
 
37

 
Provision for Income Taxes
 
 
$
(57
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
25

 
Net of Tax
 
 
 
 
 
 
 
 
 
 

# 24



Reclassifications Out of Accumulated Other Comprehensive Income (1)
 
 
 
Amounts Reclassified
 
 
Details about Accumulated Other
 
from Accumulated Other
 
Affected Line Item in the Statement
Comprehensive Income (Loss) Components
 
Comprehensive Income
 
Where Net Income Is Presented
 
 
 
 
 
 
 
 
 
 
For the Year-to-date periods ended:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
Unrealized gains and losses on available-for-sale securities
 
$
106

 
Gain on Securities Transactions
 
 
106

 
Total before Tax
 
 
(42
)
 
Provision for Income Taxes
 
 
$
64

 
Net of Tax
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
Prior-service costs
 
$
41

(2) 
Salaries and Employee Benefits
Actuarial gains/(losses)
 
(579
)
(2) 
Salaries and Employee Benefits
 
 
(538
)
 
Total before Tax
 
 
211

 
Provision for Income Taxes
 
 
$
(327
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(263
)
 
Net of Tax
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
Unrealized gains and losses on available-for-sale securities
 
$
110

 
Gain on Securities Transactions
 
 
110

 
Total before Tax
 
 
(44
)
 
Provision for Income Taxes
 
 
$
66

 
Net of Tax
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
Prior-service costs
 
65

(2) 
Salaries and Employee Benefits
Actuarial gains/(losses)
 
$
(346
)
(2) 
Salaries and Employee Benefits
 
 
(281
)
 
Total before Tax
 
 
111

 
Provision for Income Taxes
 
 
$
(170
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(104
)
 
Net of Tax
 
 
 
 
 
 
 
 
 
 
(1) Amounts in parentheses indicate debits to profit/loss.
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

# 25



Note 6.    STOCK BASED COMPENSATION PLANS

Under our 2013 Long-Term Incentive Plan, we granted options in the first quarter of 2015 to purchase shares of our common stock. The fair values of the options were estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of our grants is expensed over the four year vesting period.
The following table presents a roll-forward of our stock option plans and grants issued during 2015:
Schedule of Share-based Compensation Arrangements
 
Stock Option Plans
Roll-Forward of Shares Outstanding:
 
Outstanding at January 1, 2015
409,478

Granted
55,590

Exercised
(25,047
)
Forfeited

Outstanding at September 30, 2015
440,021

Exercisable at Period-End
305,099

Vested and Expected to Vest
134,922

 
 
Roll-Forward of Shares Outstanding - Weighted Average Exercise Price:
 
Outstanding at January 1, 2015
$
22.16

Granted
25.35

Exercised
21.15

Forfeited

Outstanding at September 30, 2015
22.57

Exercisable at Period-End
21.73

Vested and Expected to Vest
24.46

 
 
Grants Issued During 2015 - Weighted Average Information:
 
Fair Value
5.67

Fair Value Assumptions:
 
Dividend Yield
3.90
%
Expected Volatility
33.55
%
Risk Free Interest Rate
1.57
%
Expected Lives (in years)
7.66



The following table presents information on the amounts expensed for the periods ended September 30, 2015 and 2014:
Share-Based Compensation Expense
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Share-Based Compensation Expense
 
$
76

 
$
90

 
$
233

 
$
270


Arrow also sponsors an Employee Stock Purchase Plan under which employees purchase Arrow's common stock at a 5% discount below market price. Under current accounting guidance, a stock purchase plan with a discount of 5% or less is not considered a compensatory plan.

# 26



Note 7.    RETIREMENT PLANS (Dollars in Thousands)

The following tables provide the components of net periodic benefit costs for the three- and nine-month period ended September 30:
 
 
 
 
Select
 
 
 
 
Employees'
 
Executive
 
Postretirement
 
 
Pension
 
Retirement
 
Benefit
 
 
Plan
 
Plan
 
Plans
Net Periodic Benefit Cost
 
 
 
 
 
 
For the Three Months Ended September 30, 2015:
 
 
 
 
 
 
Service Cost
 
$
353

 
$
3

 
$
43

Interest Cost
 
402

 
61

 
144

Expected Return on Plan Assets
 
(808
)
 

 

Amortization of Prior Service (Credit) Cost
 
(21
)
 
15

 
(8
)
Amortization of Net Loss
 
139

 
30

 
24

Net Periodic Benefit Cost
 
$
65

 
$
109

 
$
203

 
 
 
 
 
 
 
Plan Contributions During the Period
 
$
3,000

 
$
70

 
$
106

 
 
 
 
 
 
 
For the Three Months Ended September 30, 2014:
 
 
 
 
 
 
Service Cost
 
$
377

 
$

 
$
52

Interest Cost
 
298

 
55

 
49

Expected Return on Plan Assets
 
(722
)
 

 

Amortization of Prior Service (Credit) Cost
 
(11
)
 
18

 
(29
)
Amortization of Net Loss
 
86

 
23

 
7

Net Periodic Benefit Cost
 
$
28

 
$
96

 
$
79

 
 
 
 
 
 
 
Plan Contributions During the Period
 
$

 
$
119

 
$
72

 
 
 
 
 
 
 
Net Periodic Benefit Cost
 
 
 
 
 
 
For the Nine Months Ended September 30, 2015:
 
 
 
 
 
 
Service Cost
 
$
1,058

 
$
8

 
$
130

Interest Cost
 
1,203

 
182

 
361

Expected Return on Plan Assets
 
(2,423
)
 

 

Amortization of Prior Service Cost (Credit)
 
(62
)
 
44

 
(23
)
Amortization of Net Loss
 
417

 
91

 
71

Net Periodic Benefit Cost
 
$
193

 
$
325

 
$
539

 
 
 
 
 
 
 
Plan Contributions During the Period
 
$
3,000

 
$
344

 
$
231

 
 
 
 
 
 
 
Estimated Future Contributions in the Current Fiscal Year
 
$

 
$
115

 
$
77

 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2014:
 
 
 
 
 
 
Service Cost
 
$
1,130

 
$

 
$
158

Interest Cost
 
896

 
164

 
221

Expected Return on Plan Assets
 
(2,167
)
 

 

Amortization of Prior Service (Credit) Cost
 
(33
)
 
54

 
(86
)
Amortization of Net Loss
 
258

 
68

 
20

Net Periodic Benefit Cost
 
$
84

 
$
286

 
$
313

 
 
 
 
 
 
 
Plan Contributions During the Period
 
$

 
$
356

 
$
300


We were not required to make a contribution to our qualified pension plan in 2015, and currently, we do not expect to make additional contributions in 2015. Arrow makes contributions to its other post-retirement benefit plans in an amount equal to benefit payments for the year.


# 27



Note 8.    EARNINGS PER COMMON SHARE (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 periods ended September 30, 2015 and 2014.  All share and per share amounts have been adjusted for the September 2015 2% stock dividend.
Earnings Per Share
 
Quarterly Period Ended:
 
Year-to-Date Period Ended:
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Earnings Per Share - Basic:
 
 
 
 
 
 
 
Net Income
$
5,933

 
$
6,147

 
$
18,093

 
$
16,991

Weighted Average Shares - Basic
12,888

 
12,858

 
12,886

 
12,853

Earnings Per Share - Basic
$
0.46

 
$
0.48

 
$
1.40

 
$
1.32

 
 
 
 
 
 
 
 
Earnings Per Share - Diluted:
 
 
 
 
 
 
 
Net Income
$
5,933

 
$
6,147

 
$
18,093

 
$
16,991

Weighted Average Shares - Basic
12,888

 
12,858

 
12,886

 
12,853

Dilutive Average Shares Attributable to Stock Options
41

 
16

 
40

 
12

Weighted Average Shares - Diluted
12,929

 
12,874

 
12,926

 
12,865

Earnings Per Share - Diluted
$
0.46

 
$
0.48

 
$
1.40

 
$
1.32

Antidilutive Shares Excluded from the Calculation
of Earnings Per Share

 

 

 


# 28



Note 9.    FAIR VALUE OF FINANCIAL INSTRUMENTS (In Thousands)

FASB ASC Subtopic 820-10 defines fair value, establishes a framework for measuring fair value in Generally Accepted Accounting Principles (GAAP) and requires certain disclosures about fair value measurements. We do not have any nonfinancial assets or liabilities measured at fair value on a recurring basis. The only assets or liabilities that Arrow measured at fair value on a recurring basis at September 30, 2015, December 31, 2014 and September 30, 2014 were securities available-for-sale. Arrow held no securities or liabilities for trading on such dates.
The table below presents the financial instrument's fair value and the amounts within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement:
Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis
 
 
 
Fair Value Measurements at Reporting Date Using:
 
 
 
Fair Value
 
Quoted Prices
In Active Markets for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Gains (Losses)
Fair Value of Assets and Liabilities Measured on a Recurring Basis:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Securities Available-for Sale:
 
 
 
 
 
 
 
 
 
U.S. Agency Obligations
$
162,518

 
$

 
$
162,518

 
$

 
 
State and Municipal Obligations
55,486

 

 
55,486

 

 
 
Mortgage-Backed Securities - Residential
161,637

 

 
161,637

 

 
 
Corporate and Other Debt Securities
16,672

 

 
16,672

 

 
 
Mutual Funds and Equity Securities
1,246

 

 
1,246

 

 
 
  Total Securities Available-for-Sale
$
397,559

 
$

 
$
397,559

 
$

 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
Securities Available-for Sale:
 
 
 
 
 
 
 
 
 
U.S. Agency Obligations
$
137,603

 
$

 
$
137,603

 
$

 
 
State and Municipal Obligations
81,730

 

 
81,730

 

 
 
Mortgage-Backed Securities - Residential
128,827

 

 
128,827

 

 
 
Corporate and Other Debt Securities
16,725

 

 
16,725

 

 
 
Mutual Funds and Equity Securities
1,254

 

 
1,254

 

 
 
Total Securities Available-for Sale
$
366,139

 
$

 
$
366,139

 
$

 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Securities Available-for Sale:
 
 
 
 
 
 
 
 
 
U.S. Agency Obligations
$
134,051

 
$

 
$
134,051

 
$

 
 
State and Municipal Obligations
92,150

 

 
92,150

 

 
 
Mortgage-Backed Securities - Residential
130,101

 

 
130,101

 

 
 
Corporate and Other Debt Securities
16,756

 

 
16,756

 

 
 
Mutual Funds and Equity Securities
1,277

 

 
1,277

 

 
 
Total Securities Available-for Sale
$
374,335

 
$

 
$
374,335

 
$

 
 
 
 
 
 
 
 
 
 
 
 
Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis:
 
 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
Other Real Estate Owned and Repossessed Assets, Net
$
902

 
$

 
$

 
$
902

 
$
(322
)
Collateral Dependent Impaired Loans
585

 

 

 
$
585

 
(135
)
December 31, 2014

 
 
 
 
 
 
 
 
Other Real Estate Owned and Repossessed Assets, Net
$
393

 
$

 
$

 
$
393

 
$
(15
)
Collateral Dependent Impaired Loans
574

 

 

 
$
574

 
(109
)
September 30, 2014

 
 
 
 
 
 
 
 
Other Real Estate Owned and Repossessed Assets, Net
$
392

 
$

 
$

 
$
392

 
$
(139
)
Collateral Dependent Impaired Loans
533

 

 

 
$
533

 
(82
)

# 29




We determine the fair value of financial instruments under the following hierarchy:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Fair Value Methodology for Assets and Liabilities Measured on a Recurring Basis

The fair value of Level 1 securities available-for-sale are based on unadjusted, quoted market prices from exchanges in active markets. The fair value of Level 2 securities available-for-sale are based on an independent bond and equity pricing service for identical assets or significantly similar securities and an independent equity pricing service for equity securities not actively traded.  The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models.  Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.  

Fair Value Methodology for Assets and Liabilities Measured on a Nonrecurring Basis

The fair value of collateral dependent impaired loans was based on third-party appraisals of the collateral. The fair value of other real estate owned was based on third-party appraisals. Other assets which might have been included in this table include mortgage servicing rights, goodwill and other intangible assets. Arrow evaluates each of these assets for impairment on a quarterly basis, with no impairment recognized for these assets at September 30, 2015, December 31, 2014 and September 30, 2014.




# 30



Fair Value by Balance Sheet Grouping

The following table presents a summary of the carrying amount, the fair value or an amount approximating fair value and the fair value hierarchy of Arrows financial instruments:
Schedule of Fair Values by Balance Sheet Grouping
 
 
 
 
 
Fair Value Hierarchy
 
Carrying
Amount
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
September 30, 2015
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
69,691

 
$
69,691

 
$
69,691

 
$

 
$

Securities Available-for-Sale
397,559

 
397,559

 

 
397,559

 

Securities Held-to-Maturity
317,480

 
324,009

 

 
324,009

 

Federal Home Loan Bank and Federal
  Reserve Bank Stock
5,143

 
5,143

 
5,143

 

 

Net Loans
1,521,151

 
1,530,930

 

 

 
1,530,930

Accrued Interest Receivable
6,949

 
6,949

 
6,949

 

 

Deposits
2,082,051

 
2,076,658

 
1,887,237

 
189,421

 

Federal Funds Purchased and Securities
  Sold Under Agreements to Repurchase
24,414

 
24,414

 
24,414

 

 

Federal Home Loan Bank Term Advances
55,000

 
56,630

 

 
56,630

 

Junior Subordinated Obligations Issued
  to Unconsolidated Subsidiary Trusts
20,000

 
20,000

 

 
20,000

 

Accrued Interest Payable
306

 
306

 
306

 

 

 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
46,295

 
$
46,295

 
$
46,295

 
$

 
$

Securities Available-for-Sale
366,139

 
366,139

 

 
366,139

 

Securities Held-to-Maturity
302,024

 
308,566

 

 
308,566

 

Federal Home Loan Bank and Federal
  Reserve Bank Stock
4,851

 
4,851

 
4,851

 

 

Net Loans
1,397,698

 
1,405,454

 

 

 
1,405,454

Accrued Interest Receivable
5,834

 
5,834

 
5,834

 

 

Deposits
1,902,948

 
1,899,682

 
1,697,105

 
202,577

 

Federal Funds Purchased and Securities
  Sold Under Agreements to Repurchase
19,421

 
19,421

 
19,421

 

 

Federal Home Loan Bank Term Advances
51,000

 
51,258

 
41,000

 
10,258

 

Junior Subordinated Obligations Issued
  to Unconsolidated Subsidiary Trusts
20,000

 
20,000

 

 
20,000

 

Accrued Interest Payable
274

 
274

 
274

 

 

 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
64,664

 
$
64,664

 
$
64,664

 
$

 
$

Securities Available-for-Sale
374,335

 
374,335

 

 
374,335

 

Securities Held-to-Maturity
296,522

 
302,567

 

 
302,567

 

Federal Home Loan Bank and Federal
  Reserve Bank Stock
3,001

 
3,001

 
3,001

 

 

Net Loans
1,366,147

 
1,371,368

 

 

 
1,371,368

Accrued Interest Receivable
6,629

 
6,629

 
6,629

 

 

Deposits
1,935,356

 
1,929,377

 
1,709,155

 
220,222

 

Federal Funds Purchased and Securities
  Sold Under Agreements to Repurchase
19,654

 
19,654

 
19,654

 

 

Federal Home Loan Bank Term Advances
10,000

 
10,340

 
10,340

 

 

Junior Subordinated Obligations Issued
  to Unconsolidated Subsidiary Trusts
20,000

 
20,000

 

 
20,000

 

Accrued Interest Payable
357

 
357

 
357

 

 



# 31



Fair Value Methodology for Financial Instruments Not Measured on a Recurring or Nonrecurring Basis

Securities held-to-maturity are fair valued utilizing an independent bond pricing service for identical assets or significantly similar securities.  The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.
Fair values for loans are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, commercial real estate, residential mortgage, indirect and other consumer loans.  Each loan category is further segmented into fixed and adjustable interest rate terms and by performing and nonperforming categories.  The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions.   Fair value for nonperforming loans is generally based on recent external appraisals.  If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows.  Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market information and specific borrower information.
The fair value of time deposits is based on the discounted value of contractual cash flows, except that the fair value is limited to the extent that the customer could redeem the certificate after imposition of a premature withdrawal penalty.  The discount rates are estimated using the FHLBNY yield curve, which is considered representative of Arrows time deposit rates. The fair value of all other deposits is equal to the carrying value.
The fair value of FHLBNY advances is estimated based on the discounted value of contractual cash flows.  The discount rate is estimated using current rates on FHLBNY advances with similar maturities and call features.
Based on Arrows capital adequacy, the book value of the outstanding trust preferred securities (Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts) are considered to approximate fair value since the interest rates are variable (indexed to LIBOR) and Arrow is well-capitalized.

# 32




Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Arrow Financial Corporation:

We have reviewed the consolidated balance sheets of Arrow Financial Corporation and subsidiaries (the Company) as of September 30, 2015 and 2014, and related consolidated statements of income, comprehensive income for the three-month and nine-month periods ended September 30, 2015 and 2014, and related consolidated statements of changes in stockholders' equity and cash flows for the nine-month periods ended September 30, 2015 and 2014. These consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board (United States), 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 reviews, 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 U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Arrow Financial Corporation and subsidiaries as of December 31, 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated March 13, 2015, 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, 2014, 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
November 6, 2015


# 33



ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2015
Note on Terminology - In this Quarterly Report on Form 10-Q, the terms “Arrow,” “the registrant,” “the company,” “we,” “us,” and “our” generally refer to Arrow Financial Corporation and its subsidiaries as a group, except where the context indicates otherwise.

The Company and Its Subsidiaries - Arrow is a two-bank holding company headquartered in Glens Falls, New York. Our banking subsidiaries are Glens Falls National Bank and Trust Company (Glens Falls National) whose main office is located in Glens Falls, New York, and Saratoga National Bank and Trust Company (Saratoga National) whose main office is located in Saratoga Springs, New York. Our non-bank subsidiaries include Capital Financial Group, Inc. (an insurance agency specializing in selling and servicing group health care policies); two property and casualty insurance agencies: Upstate Agency LLC and McPhillips Agency (which is a division of Glens Falls National Insurance Agencies LLC); North Country Investment Advisers, Inc. (a registered investment adviser that provides investment advice to our proprietary mutual funds); Glens Falls National Community Development Corporation (which invests in qualifying community development projects); and Arrow Properties, Inc. (a real estate investment trust, or REIT). All of these are wholly- owned or majority owned subsidiaries of Glens Falls National.    
    
Our Peer Group - At certain points in this Report, our performance is compared with that of our “peer group” of financial institutions. Unless otherwise specifically stated, this peer group is comprised of the group of 332 domestic bank holding companies with $1 to $3 billion in total consolidated assets as identified in the Federal Reserve Board’s “Bank Holding Company Performance Report” for June 30, 2015 (the most recent such Report currently available), and peer group data contained herein has been derived from such Report.
Forward Looking Statements - This Quarterly Report on Form 10-Q contains statements that are not historical in nature but rather are based on our 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,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Some of these statements, such as those included in the interest rate sensitivity analysis in Part I, Item 3, entitled “Quantitative and Qualitative Disclosures About Market Risk,” are merely presentations of what future performance or changes in future performance would look like based on hypothetical assumptions and on simulation models. Other forward-looking statements are based on our general perceptions of market conditions and trends in business activity, both our own and in the banking industry generally, as well as current management strategies for future operations and development.
Examples of Forward-Looking Statements:
 
 
Topic
Page
Location
Future compliance with regulatory capital standards
40
1st paragraph under "Regulatory Capital and Increase in Stockholders' Equity"
VISA
40
"VISA Class B Common Stock"
Impact of market rate structure on net interest margin, loan yields and deposit rates
45
1st and last paragraphs under "Quarterly Taxable Equivalent Yield on Loans"
 
58
Last paragraph under "Quantitative and Qualitative Disclosures about Market Risk
Future level of residential real estate loans
44
2nd paragraph under "Residential Real Estate Loans"
Future level of indirect consumer loans
45
Last paragraph under "Automobile Loans"
Future level of commercial loans
44
3rd paragraph under "Commercial, Commercial Real Estate and Construction and Land Development Loans"
Impact of changes in mortgage rates
46
Paragraph under "Investment Sales, Purchases and Maturities"
Provision for loan losses
48
1st paragraph in section
Future level of nonperforming assets
49
Last 3 paragraphs under "Risk Elements"
Liquidity
52
2nd full paragraph under "LIQUIDITY"
Fees for other services to customers
53,55
3rd paragraph under "Noninterest Income"
Forward-looking statements contained herein 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 such 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:  
a.
rapid and dramatic changes in economic and market conditions, such as the U.S. economy and financial markets experienced in the early stages of the 2008-2009 "financial crisis;"
b.sharp fluctuations in interest rates, economic activity, and consumer spending patterns;
c.network attacks or unauthorized access to computer systems and network infrastructure, interruptions of service and other
security risks, whether company-specific, industry-specific or regional or nationwide;
d.sudden changes in the market for products we provide, such as real estate loans;

# 34



e.
significant new banking laws and regulations, including rules still to be issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act or Dodd-Frank);
f.
unexpected or enhanced competition from new or unforeseen sources, whether company-specific or industry-specific ; and
g.
similar uncertainties inherent in banking operations such as ours, the financial world, or governmental finance generally, including periodic heightened concerns about U.S. or state governmental budgets, deficits, spending and taxes.
Readers are cautioned not to place undue reliance on forward-looking statements in this Report, which speak only as of the date hereof. We undertake no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events. This Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014.
USE OF NON-GAAP FINANCIAL MEASURES
Regulation G, a rule adopted by the Securities and Exchange Commission (SEC), applies to certain SEC filings, including earnings releases, made by registered companies that contain non-GAAP financial measures.  GAAP is generally accepted accounting principles in the United States of America.  Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure (if a comparable GAAP measure exists) and a statement of the Companys reasons for utilizing the non-GAAP financial measure as part of its financial disclosures.  The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP.  When these exempted measures are included in public disclosures, supplemental information is not required. One such exempt non-GAAP measure is regulatory capital. Financial institutions like the Company and its subsidiary banks must calculate and report their condition under an array of bank regulatory capital measures that are financial in nature but are not based on GAAP and are not easily reconcilable to the closest comparable GAAP financial measures, even in those cases where a comparable measure exists. The Company follows industry practice in disclosing its financial condition under these various regulatory capital measures, including period-end regulatory capital ratios for itself and its subsidiary banks, in its periodic reports filed with the SEC, including this Report, and does so without compliance with Regulation G, on the widely-shared understanding that the SEC regards regulatory capital measures to be exempt from Regulation G.  
In addition, the Company uses in preparing its financial statements several additional non-GAAP financial measures that are commonly utilized by financial institutions but have not been specifically exempted by the SEC from Regulation G and may not be exempt. Some of the more significant non-GAAP measures generally included by the Company in its public filings with the SEC are identified and described below, with a brief explanation for the Company's usage of such measures if and when they are in fact included in filed reports. Some of these non-GAAP measures are included in this Report, including in the tables on pages 36 and 38 and the notes on page 37. Where any such non-GAAP measure is used in this Report, and a comparable GAAP measure exists, a reconciliation of the non-GAAP measure to the GAAP measure is set forth in proximity to, or cross-referenced from, the non-GAAP measure.
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, as well as disclosures based on that tabular presentation, is commonly presented on a tax-equivalent basis.  That is, to the extent that some component of the institution's net interest income, which is presented on a before-tax basis, is exempt from taxation (e.g., is received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added to the actual before-tax net interest income total.  This adjustment is considered helpful in comparing one financial institution's net interest income to that of another institution or in analyzing any institutions net interest income trend line over time, to correct any analytical distortion that might otherwise arise from the fact that financial institutions vary widely in the proportions of their portfolios that are invested in tax-exempt securities, and that even a single institution may significantly alter over time the proportion of its own portfolio that is invested in tax-exempt obligations.  Moreover, net interest income is itself 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 financial institutions, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institutions performance over time. We follow these practices.
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 noninterest income.  Net interest income as utilized in calculating the efficiency ratio is typically the same as the net interest income presented in Selected Financial Information table discussed in the preceding paragraph, i.e., it is expressed on a tax-equivalent basis.  Moreover, most financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under GAAP) certain recurring component elements of income and expense, such as intangible asset amortization (deducted from noninterest expense) and securities gains or losses (excluded from noninterest income).  We follow these practices.
Tangible Book Value per Share:  Tangible equity, a non-GAAP measure, is total stockholders equity less intangible assets.  Tangible book value per share is tangible equity divided by total shares issued and outstanding.  Tangible book value per share is often regarded as a more meaningful comparative ratio than book value per share as calculated under GAAP, that is, total stockholders equity including intangible assets divided by total shares issued and outstanding.  Intangible assets includes many items, but in our case, essentially represents goodwill.
Adjustments for Certain Items of Income or Expense:  In addition to our disclosures of net income, earnings per share (i.e. EPS), return on average assets (i.e. ROA), return on average equity (i.e. ROE) and other financial measures that are prepared in accordance with GAAP, we may also provide comparative disclosures that adjust these GAAP financial measures by removing the impact of certain non recurring transactions or other material items of income or expense.  We believe that the resulting non-GAAP financial measures may improve an understanding of our results of operations by separating out items that have a disproportional positive or negative impact on the particular period in question. Additionally, we believe that the adjustment for certain items allows a better comparison from period-to-period in our results of operations with respect to our fundamental lines of business including the commercial banking business. We believe that such non-GAAP financial measures disclosed by us from time-to-time are useful in evaluating our performance and that such

# 35



information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. 

Selected Quarterly Information - Unaudited (dollars in thousands except per share amounts)
Quarter Ended
9/30/2015

 
6/30/2015

 
3/31/2015

 
12/31/2014

 
9/30/2014

Net Income
$
5,933

 
$
6,305

 
$
5,855

 
$
6,369

 
$
6,147

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

 
10

 
55

 

 
83

 
 
 
 
 
 
 
 
 
 
Share and Per Share Data: 1
 
 
 
 
 
 
 
 
 
Period End Shares Outstanding
12,905

 
12,875

 
12,880

 
12,874

 
12,857

Basic Average Shares Outstanding
12,888

 
12,886

 
12,886

 
12,867

 
12,858

Diluted Average Shares Outstanding
12,929

 
12,922

 
12,924

 
12,908

 
12,874

Basic Earnings Per Share
$
0.46

 
$
0.49

 
$
0.45

 
$
0.49

 
$
0.48

Diluted Earnings Per Share
0.46

 
0.49

 
0.45

 
0.49

 
0.48

Cash Dividend Per Share
0.245

 
0.245

 
0.245

 
0.245

 
0.240

 
 
 
 
 
 
 
 
 
 
Selected Quarterly Average Balances:
 
 
 
 
 
 
 
 
 
  Interest-Bearing Deposits at Banks
17,788

 
37,303

 
30,562

 
58,048

 
15,041

  Investment Securities
711,830

 
701,329

 
673,753

 
664,334

 
653,702

  Loans
1,502,620

 
1,456,534

 
1,422,005

 
1,401,601

 
1,361,347

  Deposits
1,970,738

 
1,983,647

 
1,949,776

 
1,962,698

 
1,861,115

  Other Borrowed Funds
148,887

 
99,994

 
69,034

 
56,185

 
67,291

  Shareholders’ Equity
209,334

 
206,831

 
202,552

 
202,603

 
199,518

  Total Assets
2,356,121

 
2,316,427

 
2,248,054

 
2,247,576

 
2,154,307

Return on Average Assets, annualized
1.00
%
 
1.09
%
 
1.06
%
 
1.12
%
 
1.13
%
Return on Average Equity, annualized
11.24
%
 
12.23
%
 
11.72
%
 
12.47
%
 
12.22
%
Return on Tangible Equity, annualized 2
12.79
%
 
13.94
%
 
13.42
%
 
14.28
%
 
14.04
%
Average Earning Assets
$
2,232,238

 
$
2,195,166

 
$
2,126,320

 
$
2,123,983

 
$
2,030,090

Average Paying Liabilities
1,772,156

 
1,770,023

 
1,713,253

 
1,716,699

 
1,626,327

Interest Income, Tax-Equivalent3
18,924

 
18,501

 
18,073

 
18,213

 
17,834

Interest Expense
1,253

 
1,243

 
1,086

 
1,219

 
1,399

Net Interest Income, Tax-Equivalent3
17,671

 
17,258

 
16,987

 
16,994

 
16,435

Tax-Equivalent Adjustment3
1,093

 
1,094

 
1,083

 
1,073

 
1,074

Net Interest Margin, annualized 3
3.14
%
 
3.15
%
 
3.24
%
 
3.17
%
 
3.21
%
 
 
 
 
 
 
 
 
 
 
Efficiency Ratio Calculation: 4
 
 
 
 
 
 
 
 
 
Noninterest Expense
$
14,850

 
$
14,383

 
$
13,955

 
$
13,299

 
$
13,526

Less: Intangible Asset Amortization
(79
)
 
(80
)
 
(91
)
 
(94
)
 
(94
)
Net Noninterest Expense
$
14,771

 
$
14,303

 
$
13,864

 
$
13,205

 
$
13,432

Net Interest Income, Tax-Equivalent
$
17,671

 
$
17,258

 
$
16,987

 
$
16,994

 
$
16,435

Noninterest Income
7,137

 
7,444

 
6,856

 
7,060

 
7,351

Less: Net Securities (Gain) Loss

 
(16
)
 
(90
)
 

 
(137
)
Net Gross Income
$
24,808

 
$
24,686

 
$
23,753

 
$
24,054

 
$
23,649

Efficiency Ratio
59.54
%
 
57.94
%
 
58.37
%
 
54.90
%
 
56.80
%
 
 
 
 
 
 
 
 
 
 
Period-End Capital Information:
 
 
 
 
 
 
 
 
 
Total Stockholders’ Equity (i.e. Book Value)
$
211,142

 
$
206,947

 
$
204,965

 
$
200,926

 
$
200,089

Book Value per Share
16.36

 
16.07

 
15.91

 
15.61

 
15.56

Goodwill and Other Intangible Assets, net
25,266

 
25,372

 
25,492

 
25,628

 
25,747

Tangible Book Value per Share 2
14.40

 
14.10

 
13.93

 
13.62

 
13.56

 
 
 
 
 
 
 
 
 
 
Bank Regulatory Capital Ratios:5
 
 
 
 
 
 
 
 
 
Tier 1 Leverage Ratio
9.40
%
 
9.41
%
 
9.57
%
 
9.44
%
 
9.68
%
Common Equity Tier 1 Capital Ratio
12.66
%
 
12.92
%
 
13.27
%
 
N/A

 
N/A

Tier 1 Risk-Based Capital Ratio
13.93
%
 
14.24
%
 
14.65
%
 
14.47
%
 
14.41
%
Total Risk-Based Capital Ratio
14.94
%
 
15.28
%
 
15.73
%
 
15.54
%
 
15.48
%
 
 
 
 
 
 
 
 
 
 
Assets Under Trust Administration
  and Investment Management
$
1,195,629

 
$
1,246,849

 
$
1,254,823

 
$
1,227,179

 
$
1,199,930

______________________________
See Footnotes on page 37

# 36



Arrow Financial Corporation
Selected Quarterly Information - Continued
(Dollars In Thousands, Except Per Share Amounts - Unaudited)

Footnotes:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.
Share and Per Share Data have been restated for the September 28, 2015, 2% stock dividend.
 
 
2.
Tangible Book Value and Tangible Equity exclude goodwill and other intangible assets, net from total equity.  These are non-GAAP financial measures which we believe provide investors with information that is useful in understanding our financial performance.
 
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
 
Total Stockholders' Equity (GAAP)
$
211,142

 
$
206,947

 
$
204,965

 
$
200,926

 
$
200,089

 
Less: Goodwill and Other Intangible assets, net
25,266

 
25,372

 
25,492

 
25,628

 
25,747

 
Tangible Equity (Non-GAAP)
$
185,876

 
$
181,575

 
$
179,473

 
$
175,298

 
$
174,342

 
 
 
 
 
 
 
 
 
 
 
 
Period End Shares Outstanding
12,905

 
12,875

 
12,880

 
12,874

 
12,857

 
Tangible Book Value per Share (Non-GAAP)
$
14.40

 
$
14.10

 
$
13.93

 
$
13.62

 
$
13.56

 
 
 
 
 
 
 
 
 
 
 
3.
Tax-equivalent Net Interest Income is a non-GAAP measure equal to Net Interest Income plus an adjustment amount equal to the “tax benefit” in the asset portfolio, i.e., the additional net interest income that would have been reported had all interest on interest-bearing assets received during the period been fully taxable instead of a portion thereof having been exempt from taxation. Net Interest Margin, which is the ratio of our annualized tax-equivalent net interest income to average earning assets, is also a non-GAAP financial measure. We believe both measures provide investors with information that is useful in understanding our financial performance.

 
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
 
Net Interest Income (GAAP)
$
16,578


$
16,164


$
15,904


$
15,921


$
15,361

 
Add: Tax-Equivalent adjustment (Non-GAAP)
1,093

 
1,094

 
1,083

 
1,073

 
1,074

 
Net Interest Income - Tax Equivalent (Non-GAAP)
$
17,671

 
$
17,258

 
$
16,987

 
$
16,994

 
$
16,435

 
Average Earning Assets
2,232,238

 
2,195,166

 
2,126,320

 
2,123,983

 
2,030,090

 
Net Interest Margin (Non-GAAP)*
3.14
%
 
3.15
%
 
3.24
%
 
3.17
%
 
3.21
%
 
 
 
 
 
 
 
 
 
 
 
4.
Financial Institutions often use the "efficiency ratio", a non-GAAP ratio, as a measure of expense control. We believe the efficiency ratio provides investors with information that is useful in understanding our financial performance. We define our efficiency ratio as the ratio of our noninterest expense to our net gross income (which equals our tax-equivalent net interest income plus noninterest income, as adjusted). There is no comparable GAAP financial measure to which the efficiency ratio can be reconciled.

 
 
 
 
 
 
 
 
 
 
 
5.
Common Equity Tier 1 Capital Ratio (CET1) is a new regulatory capital measure applicable to financial institutions, effective January 1, 2015. All of the regulatory capital ratios for the just completed quarter listed in the table on the prior page, as well as the Total Risk-Weighted Assets and Common Equity Tier 1 Capital amounts and regulatory capital ratio for the just completed quarter listed in the table below, are based on the new bank regulatory capital rules. The September 30, 2015 CET1 ratio listed in the tables (i.e., 12.66%) exceeds the sum of the required minimum CET1 ratio on such date plus the fully phased-in Capital Conservation Buffer (i.e., 7.00%).

 
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
 
Total Risk Weighted Assets
$
1,574,704

 
$
1,515,416

 
$
1,452,975

 
N/A

 
N/A

 
Common Equity Tier 1 Capital
$
199,377

 
$
195,800

 
$
192,865

 
N/A

 
N/A

 
Common Equity Tier 1 Ratio
12.66
%
 
12.92
%
 
13.27
%
 
N/A

 
N/A









# 37





 

Average Consolidated Balance Sheets and Net Interest Income Analysis
(see “Use of Non-GAAP Financial Measures” on page 35)
(Fully Taxable Basis using a marginal tax rate of 35%)
(Dollars In Thousands)
Quarter Ended September 30:
2015
 
2014
 
 
 
Interest
 
Rate
 
 
 
Interest
 
Rate
 
Average
 
Income/
 
Earned/
 
Average
 
Income/
 
Earned/
 
Balance
 
Expense
 
Paid
 
Balance
 
Expense
 
Paid
Interest-Bearing Deposits at Banks
$
17,788

 
$
13

 
0.29
%
 
$
15,041

 
$
12

 
0.32
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Fully Taxable
438,651

 
1,984

 
1.79

 
383,827

 
1,924

 
1.99

Exempt from Federal Taxes
273,179

 
2,460

 
3.57

 
269,875

 
2,347

 
3.45

Loans
1,502,620

 
14,467

 
3.82

 
1,361,347

 
13,551

 
3.95

Total Earning Assets
2,232,238

 
18,924

 
3.36

 
2,030,090

 
17,834

 
3.49

Allowance for Loan Losses
(15,513
)
 
 
 
 
 
(14,961
)
 
 
 
 
Cash and Due From Banks
31,827

 
 
 
 
 
31,485

 
 
 
 
Other Assets
107,569

 
 
 
 
 
107,693

 
 
 
 
Total Assets
$
2,356,121

 
 
 
 
 
$
2,154,307

 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
NOW Accounts
$
871,839

 
292

 
0.13

 
$
801,998

 
386

 
0.19

Savings Deposits
556,144

 
189

 
0.13

 
530,057

 
218

 
0.16

Time Deposits of $100,000 or More
59,639

 
89

 
0.59

 
69,351

 
195

 
1.12

Other Time Deposits
135,647

 
179

 
0.52

 
157,630

 
335

 
0.84

Total Interest-Bearing Deposits
1,623,269

 
749

 
0.18

 
1,559,036

 
1,134

 
0.29

Short-Term Borrowings
73,887

 
55

 
0.30

 
37,291

 
23

 
0.24

FHLBNY Term Advances and Other Long-Term Debt
75,000

 
449

 
2.38

 
30,000

 
242

 
3.20

Total Interest-Bearing Liabilities
1,772,156

 
1,253

 
0.28

 
1,626,327

 
1,399

 
0.34

Demand Deposits
347,469

 
 
 
 
 
302,079

 
 
 
 
Other Liabilities
27,162

 
 
 
 
 
26,383

 
 
 
 
Total Liabilities
2,146,787

 
 
 
 
 
1,954,789

 
 
 
 
Stockholders’ Equity
209,334

 
 
 
 
 
199,518

 
 
 
 
Total Liabilities and Stockholders’ Equity
$
2,356,121

 
 
 
 
 
$
2,154,307

 
 
 
 
Net Interest Income (Tax-equivalent Basis)
 
 
17,671

 
 
 
 
 
16,435

 
 
Reversal of Tax Equivalent Adjustment
 
 
(1,093
)
 
0.19
%
 
 
 
(1,074
)
 
0.21
%
Net Interest Income
 
 
$
16,578

 
 
 
 
 
$
15,361

 
 
Net Interest Spread (Non-GAAP)
 
 
 
 
3.08
%
 
 
 
 
 
3.15
%
Net Interest Margin (Non-GAAP)
 
 
 
 
3.14
%
 
 
 
 
 
3.21
%

# 38




Average Consolidated Balance Sheets and Net Interest Income Analysis
(see “Use of Non-GAAP Financial Measures” on page 35)
(Fully Taxable Basis using a marginal tax rate of 35%)
(Dollars In Thousands)
Nine-Month Period Ended September 30:
2015
 
2014
 
 
 
Interest
 
Rate
 
 
 
Interest
 
Rate
 
Average
 
Income/
 
Earned/
 
Average
 
Income/
 
Earned/
 
Balance
 
Expense
 
Paid
 
Balance
 
Expense
 
Paid
Interest-Bearing Deposits at Banks
$
28,504

 
$
60

 
0.28
%
 
$
18,229

 
$
41

 
0.30
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Fully Taxable
426,148

 
5,949

 
1.87

 
411,730

 
5,981

 
1.94

Exempt from Federal Taxes
269,629

 
7,240

 
3.59

 
294,831

 
7,401

 
3.36

Loans
1,460,681

 
42,249

 
3.87

 
1,325,159

 
39,687

 
4.00

Total Earning Assets
2,184,962

 
55,498

 
3.40

 
2,049,949

 
53,110

 
3.46

Allowance for Loan Losses
(15,548
)
 
 
 
 
 
(14,650
)
 
 
 
 
Cash and Due From Banks
31,234

 
 
 
 
 
30,167

 
 
 
 
Other Assets
106,615

 
 
 
 
 
105,773

 
 
 
 
Total Assets
$
2,307,263

 
 
 
 
 
$
2,171,239

 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
NOW Accounts
$
902,745

 
960

 
0.14

 
$
841,529

 
1,345

 
0.21

Savings Deposits
544,959

 
538

 
0.13

 
520,243

 
663

 
0.17

Time Deposits of $100,000 or More
59,857

 
267

 
0.60

 
72,251

 
626

 
1.16

Other Time Deposits
138,203

 
566

 
0.55

 
161,788

 
1,085

 
0.90

Total Interest-Bearing Deposits
1,645,764

 
2,331

 
0.19

 
1,595,811

 
3,719

 
0.31

Short-Term Borrowings
43,169

 
80

 
0.25

 
30,170

 
54

 
0.24

FHLBNY Term Advances and Other Long-Term Debt
63,095

 
1,171

 
2.48

 
35,348

 
775

 
2.93

Total Interest-Bearing Liabilities
1,752,028

 
3,582

 
0.27

 
1,661,329

 
4,548

 
0.37

Demand Deposits
322,368

 
 
 
 
 
287,126

 
 
 
 
Other Liabilities
26,604

 
 
 
 
 
26,056

 
 
 
 
Total Liabilities
2,101,000

 
 
 
 
 
1,974,511

 
 
 
 
Stockholders’ Equity
206,263

 
 
 
 
 
196,728

 
 
 
 
Total Liabilities and Stockholders’ Equity
$
2,307,263

 
 
 
 
 
$
2,171,239

 
 
 
 
Net Interest Income (Tax-equivalent Basis)
 
 
51,916

 
 
 
 
 
48,562

 
 
Reversal of Tax Equivalent Adjustment
 
 
(3,270
)
 
0.20
%
 
 
 
(3,389
)
 
0.22
%
Net Interest Income
 
 
$
48,646

 
 
 
 
 
$
45,173

 
 
Net Interest Spread (Non-GAAP)
 
 
 
 
3.13
%
 
 
 
 
 
3.09
%
Net Interest Margin (Non-GAAP)
 
 
 
 
3.18
%
 
 
 
 
 
3.17
%

OVERVIEW
We reported net income for the third quarter of 2015 of $5.9 million, representing diluted earnings per share (EPS) of $0.46. This EPS result was a decrease of two cents, or 4.2%, from the EPS of $0.48 reported for the third quarter of 2014. Return on average equity (ROE) for the 2015 quarter continued to be strong at 11.24%, although down from an ROE of 12.22% for the quarter ended September 30, 2014. Return on average assets (ROA) for the 2015 third quarter was 1.00%, also down from an ROA of 1.13% for the quarter ended September 30, 2014. One of the reasons for the decline in net income between the respective periods was a continuing reduction in our net interest margin, which was 3.14% for the 2015 quarter , a decrease of 7 basis points from the year earlier quarter's result of 3.21%. Tax-equivalent net interest income increased between the two quarters, by approximately 7.5%, but would have increased by a greater amount, more in line with the percentage increases in total assets and total loans, had the net interest margin not decreased. In addition, we have expanded our franchise south into Rensselaer County. Salaries and employee benefits expenses increase 11.8% in the third quarter of 2015 over the 2014 quarter, reflecting the combined increase of 19 full-time equivalent employees. Total assets were $2.420 billion at September 30, 2015, which represented an increase of $202.1 million, or 9.1%, from the level at December 31, 2014, and an increase of $210.8 million, or 9.5%, from the September 30, 2014 level.
The changes in net income, net interest income and net interest margin between the three- and nine-month periods are more fully described under the heading "RESULTS OF OPERATIONS," beginning on page 53.
Stockholders’ equity was $211.1 million at September 30, 2015, an increase of $11.1 million, or 5.5%, from the year earlier level. Stockholders' equity was also up $10.2 million, or 5.1%, from the December 31, 2014 level of $200.9 million. The components of the change in stockholders’ equity since year-end 2014 are presented in the Consolidated Statement of Changes in Stockholders’ Equity on page 6, and are discussed in more detail in the next section.

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Regulatory Capital and Increase in Stockholders' Equity: The new regulatory capital requirements, as approved by the federal bank regulatory authorities in July 2013 (the "New Capital Rules"), went into effect for the Company on January 1, 2015. At September 30, 2015, we exceeded by a substantial amount all regulatory minimum capital requirements under the New Capital Rules (including the new Common Equity Tier 1 Capital ratio) at both the holding company and bank levels. At that date, both of our banks, as well as our holding company, continued to qualify as "well-capitalized" under the recently modified federal bank regulatory guidelines that became effective contemporaneously with the New Capital Rules. Because of our continued profitability and strong asset quality, our regulatory capital levels in recent years have consistently remained well in excess of the various required regulatory minimums in effect from time to time, and are well in excess of the currently required minimum levels under the New Capital Rules.
At September 30, 2015, our tangible book value per share (calculated based on stockholders' equity reduced by goodwill and other intangible assets) amounted to $14.40, an increase of $0.51, or 3.7%, from the December 31, 2014 level and an increase of $0.84, or 6.2%, from the level as of September 30, 2014. See the disclosure on pages 35 through 37 related to our use of non-GAAP financial measures generally, and to our use and calculation of one such measure, tangible book value, specifically. Our total stockholders' equity at September 30, 2015 was 5.5% higher than the year-earlier level, and our total book value per share was up by 5.1% over the year earlier level. In the past nine months, total shareholders' equity increased 5.1% and our total book value per share increased by 2.8%. The increase in stockholders' equity over the first nine months of 2015 principally reflected the following factors: (i) $18.1 million net income for the period and (ii) issuance of $1.0 million of common stock through our employee benefit and dividend reinvestment plans; offset in part by (iii) cash dividends of $9.5 million; and (iv) repurchases of our own common stock of $1.2 million. As of September 30, 2015, our closing stock price was $26.70, representing a trading multiple of 1.85 to our tangible book value. As adjusted for a 2% stock dividend distributed September 28, 2015, the Company paid a quarterly cash dividend of $.240 per share for each of the first three quarters of 2014, and a cash dividend of $.245 per share for the last quarter of 2014 and the first three quarters of 2015.

Loan Quality: Our net charge-offs for the third quarter of 2015 were $337 thousand as compared to $187 thousand for the comparable 2014 quarter. Our ratio of net charge-offs to average loans (annualized) was 0.09% for the third quarter of 2015 compared to 0.05% for the third quarter of 2014. Our year-to-date annualized ratio at quarter-end was 0.06% while our peer group's weighted average ratio of net charge-offs to average loans was 0.08% through June 30, 2015. At September 30, 2015, our allowance for loan losses was $15.8 million representing 1.03% of total loans, down five basis points from the December 31, 2014 ratio, reflecting the continuing strong credit quality in the loan portfolio.
Nonperforming loans were $9.1 million at September 30, 2015, representing 0.59% of period-end loans, unchanged from our year-earlier ratio. By way of comparison, the weighted average ratio for our peer group was 0.92% at June 30, 2015, considerably lower (stronger) than the peer group's ratios of earlier years but still considerably higher (weaker) than ours on such date. Our ratio has remained quite low and stable from 2008 through the date of this Report.
Loan Growth: During the first nine months of 2015, we experienced increases in outstanding balances in each of the three largest segments of our loan portfolio, without any significant deterioration in our credit quality:
Residential Real Estate Loans: These loans, including home equity loans, made up approximately 39% of our portfolio at period-end. The residential real estate market in our service area has been stable in recent periods. During the worst of the financial crisis, we did not experience a notable increase in our foreclosure or loss rates on our residential real estate loans, nor have we in ensuing periods, primarily due to the fact that we never have originated or participated in underwriting high-risk mortgage loans. We originated all of the residential real estate loans currently held in our portfolio and apply conservative underwriting standards to our originations.
Commercial and Commercial Real Estate Loans: These loans comprised approximately 31% of our loan portfolio at period-end. Current unemployment rates in our region remain slightly elevated from pre-crisis levels, although the local economy continues to be stable and in some areas recovering. Similarly, commercial property values in our region remain stable, and did not show significant deterioration even in the worst phases of the financial crisis. We update the appraisals on our nonperforming and watched commercial loan properties as deemed necessary, usually when the loan is downgraded or when we perceive significant market deterioration since our last appraisal.
Automobile (Primarily Through Indirect Lending) and Other Consumer Loans: These loans (primarily automobile) comprised approximately 30% of our loan portfolio. In the first nine months of 2015, we did not experience any significant increase in our delinquency rate or in the percentage of nonperforming loans in this segment.
 
Liquidity and Access to Credit Markets: We have not experienced any liquidity problems or special concerns during 2015 to date, nor did we during 2014 or 2013. The terms of our lines of credit with our correspondent banks, the FHLBNY and the Federal Reserve Bank have not changed. In general, we rely on asset-based liquidity (i.e., funds in overnight investments and cash flow from maturing investments and loans) with liability-based liquidity as a secondary source. Our main liability-based sources are overnight borrowing arrangements with our correspondent banks, term credit arrangement advances from the FHLBNY and the Federal Reserve Bank discount window. During the extended financial crisis, many financial institutions, small and large, relied extensively on the Fed's discount window to support their liquidity positions, but we had no such need. We regularly perform a liquidity stress test and periodically test our contingent liquidity plan to ensure that we can generate an adequate amount of available funds to meet a wide variety of potential liquidity crises, including a severe crisis. See our additional discussion regarding liquidity, on page 52.

Visa Class B Common Stock: Our banks, as former member banks of Visa, continue to bear some indirect contingent liability to various third parties who may have certain claims against Visa, including class action claims, to the extent that Visa's direct liabilities resulting from such claims ultimately may exceed the amounts held in a litigation escrow account set up by Visa to defray such liabilities, using funds which would otherwise be owed by it to its member banks in redemption of their Class B Visa shares. In July 2012, Visa and MasterCard entered into a Memorandum of Understanding ("MOU") with a class of plaintiffs to settle certain covered antitrust claims against the two card companies involving merchant discounts. In December 2013, a federal judge gave final approval to the class settlement agreement in this litigation. The total cash settlement payment was set at approximately $6.05 billion, of which Visa’s share represented

# 40



approximately $4.4 billion. Visa has paid its portion of this settlement from the litigation escrow account.  However, approximately one hundred merchants have filed a challenge to the settlement based on claims of attorney misconduct  causing some uncertainty with respect to the finalization of the settlement.  In the second quarter 2012, in light of the state of covered litigation at Visa at the time, which was then winding down (as it continues to do), as well as the substantial remaining dollar amount in the litigation escrow fund, we determined to reverse the entire amount of our 2008 VISA litigation-related accrual, which was then $294 thousand pre-tax. This reversal reduced our other operating expenses for the year ending December 31, 2012. We believed then, and continue to believe, that the balance that Visa currently maintains in its litigation escrow account is sufficient to satisfy Visa's remaining direct liability to such claims, if any, without further resort to the contingent liability of the former Visa member banks. At September 30, 2015, the Company held 27,771 shares of Visa Class B common stock and we continue not to recognize any economic value for these shares.

Sale of Loomis & LaPann, Inc.: Effective October 30, 2015, the Company sold 100% of the stock of one of its wholly-owned subsidiary insurance agencies, Loomis & LaPann, Inc. (“Loomis”), to a local insurance agency headquartered in Glens Falls, NY. Historically, Loomis sold property and casualty insurance as well as sports insurance, but prior to the sale of the Loomis stock, the Company transferred the property and casualty business to another of the Company’s wholly-owned subsidiary insurance agencies, such that the Loomis sports insurance business was the primary business line transferred to the buyer at closing.  The right to use the Loomis name was also transferred to the buyer.  The Loomis sports insurance business is very specialized and the vast majority of the revenue is generated from customers located outside of New York State. Three Loomis employees who were principally involved in the sports insurance business remained with Loomis as part of the sale.  The Company estimates a net gain of approximately $206 thousand, net of tax, resulting from the sale, which will be recognized in our fourth-quarter operating results.

CHANGE IN FINANCIAL CONDITION
Summary of Selected Consolidated Balance Sheet Data
(Dollars in Thousands)
 
At Period-End
 
$ Change
 
$ Change
 
% Change
 
% Change
 
September 30, 2015
 
December 31, 2014
 
September 30, 2014
 
From December
 
From September
 
From December
 
From September
Interest-Bearing Bank Balances
$
25,821

 
$
11,214

 
$
17,893

 
$
14,607

 
$
7,928

 
130.3
 %
 
44.3
 %
Securities Available-for-Sale
397,559

 
366,139

 
374,335

 
31,420

 
23,224

 
8.6
 %
 
6.2
 %
Securities Held-to-Maturity
317,480

 
302,024

 
296,522

 
15,456

 
20,958

 
5.1
 %
 
7.1
 %
Loans (1)
1,536,925

 
1,413,268

 
1,381,440

 
123,657

 
155,485

 
8.7
 %
 
11.3
 %
Allowance for Loan Losses
15,774

 
15,570

 
15,293

 
204

 
481

 
1.3
 %
 
3.1
 %
Earning Assets (1)
2,282,928

 
2,097,496

 
2,073,191

 
185,432

 
209,737

 
8.8
 %
 
10.1
 %
Total Assets
2,419,551

 
2,217,420

 
2,208,745

 
202,131

 
210,806

 
9.1
 %
 
9.5
 %
Demand Deposits
347,963

 
300,786

 
296,384

 
47,177

 
51,579

 
15.7
 %
 
17.4
 %
NOW Accounts
971,252

 
871,671

 
887,865

 
99,581

 
83,387

 
11.4
 %
 
9.4
 %
Savings Deposits
568,022

 
524,648

 
524,906

 
43,374

 
43,116

 
8.3
 %
 
8.2
 %
Time Deposits of $100,000 or More
60,978

 
61,797

 
69,797

 
(819
)
 
(8,819
)
 
(1.3
)%
 
(12.6
)%
Other Time Deposits
133,836

 
144,046

 
156,404

 
(10,210
)
 
(22,568
)
 
(7.1
)%
 
(14.4
)%
Total Deposits
$
2,082,051

 
$
1,902,948

 
$
1,935,356

 
$
179,103

 
$
146,695

 
9.4
 %
 
7.6
 %
Federal Funds Purchased and
  Securities Sold Under Agreements
  to Repurchase
$
24,414

 
$
19,421

 
$
19,654

 
$
4,993

 
$
4,760

 
25.7
 %
 
24.2
 %
FHLB Advances - Overnight

 
41,000

 

 
(41,000
)
 

 
(100.0
)%
 
 %
FHLB Advances - Term
55,000

 
10,000

 
10,000

 
45,000

 
45,000

 
450.0
 %
 
450.0
 %
Stockholders' Equity
211,142

 
200,926

 
200,089

 
10,216

 
11,053

 
5.1
 %
 
5.5
 %
(1) Includes Nonaccrual Loans
Municipal Deposits: Fluctuations in balances of our NOW accounts and time deposits of $100,000 or more are largely the result of municipal deposit seasonality factors. Over the past twelve months, municipal deposits on average have ranged from 29% to over 34% of our total deposits. As of September 30, 2015, municipal deposits represented 33.9% of total deposits. Municipal deposits normally are invested in NOW accounts and time deposits of short duration. Many of our municipal deposit relationships are subject to annual renewal, by formal or informal agreement.
In general, there is a seasonal pattern to municipal deposits starting with a low point during July and August. Account balances tend to increase throughout the fall and remain elevated during the winter months, due to tax deposits, and generally receive an additional boost at the end of March from the electronic deposit of state aid to school districts. In addition to these seasonal fluctuations within accounts, the overall level of municipal deposit balances fluctuates from year-to-year as some municipalities move their accounts in or out of our banks due to competitive factors. Often, the balances of municipal deposits at the end of a quarter are not representative of the average balances for that quarter.
The extended financial crisis had a significant negative impact on municipal tax revenues in many regions, and consequently on municipal funds available for deposit. To date, this has not resulted in either a sustained decrease in municipal deposit levels at our banks, adjusted for seasonal fluctuations, or an overall increase in the average rate we pay on such deposits (despite the continuing strong competition for such deposits). However, if in the future interest rates begin to rise significantly or the competition for municipal deposits

# 41



otherwise becomes more intense, we may experience either or both of these adverse developments, i.e., a sustained decrease in municipal deposit levels and/or an overall increase in the average rate we pay on such deposits.
Changes in Sources of Funds: Our total deposits increased $179.1 million, or 9.4%, from December 31, 2014 to September 30, 2015, mainly due to a 15.4% increase in our municipal deposits and a 6.7% increase in our consumer and business deposit balances. We continue to experience a general shift in balances from time deposits to savings and NOW accounts, a long-running trend matching the continuing decline in recent years in prevailing deposit rates and interest rates generally. At September 30, 2015 and 2014, we sold overnight funds to the FRB of New York, while at December 31, 2014 we borrowed $41.0 million from the FHLB of New York. At September 30, 2015, our term advances from the FHLB were $55.0 million, as we added $45 million in medium term advances during the first nine months of 2015 in order to extend the average maturity of our interest-bearing liabilities.
Changes in Earning Assets: Our loan portfolio at September 30, 2015, was up by $123.7 million, or 8.7%, from the December 31, 2014 level and up by $155.5 million or 11.3%, from the September 30, 2014 level. We experienced the following trends in our three largest segments:
1.
Commercial and commercial real estate loans. Our September 30, 2015 balance for this segment increased $37.9 million, or 8.4% from the December 31, 2014 total, representing the impact of continued strong loan demand offset in part by a few of large payoffs during the nine-month period.
2.
Residential real estate loans. The period-end balance increased by $64.8 million, or 12.1%, from December 31, 2014. We continued to sell some of our residential mortgage originations during the nine-month period to Freddie Mac, although a smaller percentage than we sold in the same period the prior year. Demand for new mortgage loans was strong throughout the period.
3.
Consumer loans (primarily automobile loans through indirect lending). The balance of these loans at September 30, 2015, increased by $21.9 million, or 5.0%, from the December 31, 2014 balance, reflecting a continuation of strong automobile sales region-wide and an expansion of our dealer network for indirect lending, as dealer sales in the region rebounded from a slow start to the year due to the effects of a cold and snowy winter in the northeast.

Most of our incoming cash flows for the first nine months of 2015 came from a combination of an increase in deposit balances and from the $45 million in new FHLB term advances, mentioned earlier. We used these cash-flows to fund our loan growth and purchase investment securities.
    
Deposit Trends
The following two tables provide information on trends in the balance and mix of our 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. The principal change in deposit balances over the period was the steady drop-off in time deposits, including time deposits of $100,000 or more, versus the overall increase in lower or no-cost deposits, particularly demand deposits and savings deposits.
Quarterly Average Deposit Balances
(Dollars in Thousands)
 
Quarter Ended
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
Demand Deposits
$
347,469

 
$
313,618

 
$
305,557

 
$
302,184

 
$
302,079

NOW Accounts
871,839

 
922,532

 
914,329

 
920,592

 
801,998

Savings Deposits
556,144

 
550,150

 
528,276

 
525,609

 
530,057

Time Deposits of $100,000 or More
59,639

 
59,569

 
60,370

 
65,202

 
69,351

Other Time Deposits
135,647

 
137,778

 
141,244

 
149,111

 
157,630

Total Deposits
$
1,970,738

 
$
1,983,647

 
$
1,949,776

 
$
1,962,698

 
$
1,861,115


Percentage of Total Quarterly Average Deposits
 
Quarter Ended
 
9/30/2015
 
06/30/2015
 
03/31/2015
 
12/31/2014
 
09/30/2014
Demand Deposits
17.6
%
 
15.8
%
 
15.7
%
 
15.4
%
 
16.2
%
NOW Accounts
44.3

 
46.5

 
46.9

 
46.9

 
43.1

Savings Deposits
28.2

 
27.7

 
27.1

 
26.8

 
28.5

Time Deposits of $100,000 or More
3.0

 
3.0

 
3.1

 
3.3

 
3.7

Other Time Deposits
6.9

 
7.0

 
7.2

 
7.6

 
8.5

Total Deposits
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
For a variety of reasons, we typically experience little growth in average deposit balances in the first quarter of each calendar year (even though municipal balances tend to grow sharply at the very end of the first quarter), little net growth or a small contraction in the second quarter of the year (when municipal deposits normally drop off), and a return to growth in the third and fourth quarters (when municipal deposits tend to increase, sometimes substantially, to and through year-end). This pattern has held true in recent periods. Growth in average deposit balances from the first quarter of 2015 to the second quarter of 2015 came from both municipal and non-municipal deposits.

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Quarterly Cost of Deposits
 
Quarter Ended
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
Demand Deposits
%
 
%
 
%
 
%
 
%
NOW Accounts
0.13

 
0.15

 
0.15

 
0.16

 
0.19

Savings Deposits
0.13

 
0.13

 
0.13

 
0.13

 
0.16

Time Deposits of $100,000 or More
0.59

 
0.59

 
0.60

 
0.88

 
1.12

Other Time Deposits
0.52

 
0.54

 
0.58

 
0.72

 
0.84

Total Deposits
0.15

 
0.16

 
0.16

 
0.20

 
0.24

    
In keeping with industry trend lines, average rates paid by us on deposits continued their multi-year decrease over the five quarters ending September 30, 2015, for deposits generally and all deposit categories individually. Over the same period, our average yield on loans also continued to decrease, for loans generally and across almost all loan categories (see "Quarterly Taxable Equivalent Yield on Loans," page 45). We make no representations that this downward trend in average deposit rates (and average yields on loans) will persist; at some point, prevailing rates, as well as average deposit (and loan) rates across our portfolio, are likely to level off and perhaps move upward. It is widely anticipated that the Federal Reserve will begin to increase short-term rates at some point in the not-too-distant future, although it is also expected that any such tightening, when it occurs, will be effected slowly and in small increments. We are unable to predict when or at what pace prevailing rates will begin to rise meaningfully on a sustained basis, particularly at the long end of the yield curve.

Non-Deposit Sources of Funds
    
We have several sources of funding other than deposits. Historically, we have 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 "structured advances." These structured advances typically have original maturities of 3 to 10 years with some advances being callable by the FHLB at certain dates. If the advances are called, we may elect to receive replacement advances from the FHLB at the then prevailing FHLB rates of interest.
Occasionally in the past (most recently in 2004), we relied on the issuance of trust preferred securities (or TRUPs) to supplement our funding needs. As a result of the Dodd-Frank Act and its denial of Tier 1 regulatory capital treatment for future-issued TRUPs, we are not likely to issue any TRUPs in the future. However, consistent with a grandfathering provision in Dodd-Frank and the New Capital Rules issued by bank regulators pursuant thereto, the $20 million principal amount of Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts (i.e., TRUPs) listed on our consolidated balance sheet as of September 30, 2015, will, subject to certain limits, continue to qualify as Tier 1 regulatory capital for Arrow until such TRUPs mature or are redeemed, as is further discussed under “Capital Resources” beginning on page 49 of this Report. These trust preferred securities are subject to early redemption by us if the proceeds cease to qualify as Tier 1 capital of Arrow for any reason, or if certain other unanticipated but negative events should occur, such as any adverse change in tax laws that denies the Company the ability to deduct interest paid on these obligations for federal income tax purposes.
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. Over the last five quarters, the average balances of all loan types have steadily increased, except for other consumer loans (i.e., non-automobile loans), which have declined slightly but represent only 1.7% of the total portfolio.

# 43



Quarterly Average Loan Balances
(Dollars in Thousands)
 
Quarter Ended
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
Commercial and Commercial Real Estate
$
466,370

 
$
453,168

 
$
445,765

 
$
446,269

 
$
435,729

Residential Real Estate
421,448

 
400,190

 
387,329

 
373,186

 
358,503

Home Equity
123,543

 
120,323

 
117,857

 
116,768

 
112,880

Consumer Loans - Automobile
465,726

 
457,168

 
445,341

 
439,460

 
428,092

Other Consumer Loans (1)
25,533

 
25,685

 
25,713

 
25,918

 
26,143

Total Loans
$
1,502,620

 
$
1,456,534

 
$
1,422,005

 
$
1,401,601

 
$
1,361,347


Percentage of Total Quarterly Average Loans
 
Quarter Ended
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
Commercial and Commercial Real Estate
31.0
%
 
31.1
%
 
31.4
%
 
31.8
%
 
32.0
%
Residential Real Estate
28.1

 
27.5

 
27.2

 
26.6

 
26.3

Home Equity
8.2

 
8.3

 
8.3

 
8.3

 
8.3

Consumer Loans - Automobile
31.0

 
31.4

 
31.3

 
31.4

 
31.5

Other Consumer Loans (1)
1.7

 
1.7

 
1.8

 
1.9

 
1.9

Total Loans
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
(1) The category “Other Consumer Loans”, in the tables above, includes home improvement loans secured by mortgages, which are otherwise reported with residential real estate loans in tables of period-end balances.

Maintenance of High Quality in the Loan Portfolio

For many reasons, including our conservative credit underwriting standards, we largely avoided the deterioration of asset quality that many other banks suffered during the 2008-2009 financial crisis. Throughout the crisis and in the ensuing years, we did not experience any significant weakening in the quality of our loan portfolio or any segment thereof. In general, we have historically underwritten our residential real estate loans to secondary market standards for prime loans and have not engaged in subprime mortgage lending as a business line. Similarly, we have historically applied high underwriting standards in our commercial and commercial real estate lending operations and generally in our indirect lending program as well. We have made loans, including indirect (automobile) loans, to borrowers having FICO scores below the highest credit quality classifications, where special circumstances such as competitive considerations have led us to conclude it was appropriate to do so, with suitable protections against risk. In recent periods we also have had extensions of credit outstanding to borrowers who have developed credit problems after origination resulting in deterioration of their FICO scores.

Residential Real Estate Loans: In recent years, residential real estate and home equity loans have represented the largest single segment of our loan portfolio (comprising approximately 39% of the entire portfolio at September 30, 2015), eclipsing both our commercial and commercial real estate loans (31% of the portfolio) and automobile loans (30% of the portfolio). Our gross originations for residential real estate loans (including refinancings of pre-existing mortgage loans) were $108.3 million and $97.8 million for the first nine months of 2015 and 2014, respectively. These origination totals exceeded the sum of repayments and prepayments in the respective quarters, but in each period we also sold a portion of these originations on or immediately after origination. In the first nine months of 2014, we sold $15.5 million, or 15.8%, of our originations. In the first nine months of 2015, we sold $15.4 million, or 14.2%, of our originations. During 2014, we introduced additional competitive products for variable rate (adjustable) residential real estate and construction loans. None of these variable rate loans were subprime loans. We did not sell any of these variable rate loans to the secondary market.
Even though short-term rates in U.S. financial markets generally have remained very low since the onset of the 2008-2009 financial crisis, rates on conventional real estate mortgages have fluctuated somewhat over the past few years in response to significant monetary steps undertaken by the Federal Reserve to regulate the supply of money, including highly expansionary measures, such as the Fed's so-called "quantitative easing" programs, and subsequent monetary retreats, i.e., the tapering off of such programs. If the current historically unprecedented low-rate environment including for newly originated residential real estate loans persists for an extended additional period of time, we may continue to sell a portion of our loan originations and, as a result, may even experience a decrease in our outstanding balances in this segment of our portfolio. Moreover, if our local economy suffers a major downturn or prevailing long-term interest rates spike upward, the demand for residential real estate loans in our service area may decrease, which also may negatively impact our real estate portfolio and our financial performance.

Commercial and Commercial Real Estate Loans: Over the last decade, we have experienced moderate and occasionally strong demand for commercial and commercial real estate loans. These loan balances have generally increased in dollar amount and have slightly increased as a percentage of the overall loan portfolio. For the first nine months of 2015, loan originations were strong in this category, but net growth was tempered by a few large prepayments.
Substantially all commercial and commercial real estate loans in our portfolio originated or participated in by us were extended to businesses or borrowers located in our regional market. Many of the loans in the commercial portfolio have variable rates tied to prime,

# 44



FHLBNY rates or U.S. Treasury indices. We have not experienced any significant weakening in the quality of our commercial loan portfolio in recent years.
It is entirely possible, for many of the reasons discussed in the preceding section of Residential Real Estate Loans, that we may experience a reduction in the demand for commercial and commercial real estate loans loans and/or a weakening in the quality of this segment of the portfolio in upcoming periods. Generally, however, the business sector, at least in our service area, appeared to be in reasonably good financial condition at period-end.

Automobile Loans (primarily through indirect lending): At September 30, 2015, our automobile loans (primarily loans originated through dealerships located in upstate New York and Vermont) represented the third largest category of loans in our portfolio, and continued to be a significant component of our business comprising almost a third of our loan portfolio.
Beginning in 2012 and continuing to the present, there has been a nation-wide resurgence in automobile sales and financing, due in the view of many to an aging fleet and a modest resurgence in consumer optimism. Our new automobile loan volume for the first nine months of 2015 was strong, at $172.4 million, higher than in the 2014 first nine months ($165.1 million). As a result, our automobile loan portfolio also grew in the first nine months of 2015, by $21.8 million, or 5.1%, over our December 31, 2014 balance.
It has been widely noted that the recent upsurge in auto lending nationwide was accompanied by a general weakening of underwriting standards. To a limited extent this was true for us, as well. For credit quality purposes, we assign our potential automobile loan customers into one of four tiers, and in recent periods have originated a slightly higher ratio of such loans to customers in the lower two tiers. However, in the first nine months of 2015, we experienced no significant increase in our net charge-offs on automobile loans. Our lending staff not only utilizes credit evaluation software tools but also reviews and evaluates each loan individually. We believe our disciplined approach to evaluating risk has contributed to maintaining our strong loan quality in this segment of our portfolio. If weakness in auto demand returns, however, our portfolio is likely to experience limited, if any, overall growth, either in real terms or as a percentage of the total portfolio, regardless of whether the auto company lending affiliates continue to offer highly-subsidized loans. Of course, if the economy in our indirect loan service area should weaken significantly in upcoming periods, we would expect some negative impact on the quality of this segment of our portfolio as well as other segments.
    
The following table indicates the annualized tax-equivalent yield of each loan category for the past five quarters.

Quarterly Taxable Equivalent Yield on Loans
 
Quarter Ended
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
Commercial and Commercial Real Estate
4.33
%
 
4.41
%
 
4.40
%
 
4.40
%
 
4.43
%
Residential Real Estate
4.23

 
4.31

 
4.43

 
4.40

 
4.40

Home Equity
2.94

 
2.96

 
2.94

 
2.97

 
2.93

Automobile
3.09

 
3.09

 
3.18

 
3.20

 
3.26

Other Consumer Loans
5.35

 
5.23

 
5.25

 
5.33

 
5.46

Total Loans
3.82

 
3.87

 
3.92

 
3.92

 
3.95

    
The average yield in our total loan portfolio has steadily declined over the last year, dropping 13 basis points, or 3.3%, from the third quarter of 2014 to the third quarter of 2015. This decrease continued a long-term trend, resulting principally from actions taken by the Federal Reserve to drive prevailing interest rates on both short-term and long-term debt to historically low levels and keep them there, but also reflecting the continuing competition we encounter from other lenders. To the extent that this declining rate environment may be on the verge of "bottoming out," as some believe likely, we ultimately might expect to see some increase in the average yield on our loan portfolio. Of course, any such increase will likely be accompanied by a corresponding increase in our cost of deposits and other funds.
In the third quarter of 2015 alone, the average yield on our loan portfolio decreased by 5 basis points from the second quarter of 2015, reflecting the continued trend of declining yields in on our commercial and commercial real estate and residential real estate loan portfolios, which both declined by 8 basis points from the second quarter to the third quarter. Yields on our home equity and automobile portoflios held steady between the second and third quarters of 2015. While the average yield on our total loan portfolio was decreasing in the just-completed quarter, the average cost of our deposits remained unchanged from the prior quarter, as downward repricing opportunities on deposits are nearly exhausted.
Regardless of the future direction or magnitude of changes in prevailing interest rates, the yield (tax-equivalent interest income divided by average loans) on our loan portfolio will be impacted by such changes. However, the timing and degree of responsiveness, in loans generally and as between various categories of loans, will be influenced by a variety of other factors, including the extent of federal government participation in the home mortgage market, the makeup of our loan portfolio, the shape of the yield curve, consumer expectations and preferences, and the rate at which the portfolio expands. Additionally, there is a significant amount of cash flow from normal amortization and prepayments in all loan categories, and much of this cash flow reprices at current rates for credit, as new loans are generated at current yields. Thus, even if prevailing rates for loans stabilize in upcoming periods, our average rate on our portfolio may continue to decline for some period as older credits in our portfolio bearing generally higher rates continue to mature and either roll over or are redeployed into lower priced loans.

# 45



Investment Portfolio Trends
The following table presents the changes in the period-end balances for the securities available-for-sale and the securities held-to-maturity investment portfolios from December 31, 2014 to September 30, 2015 (in thousands). The principal changes in our securities available-for-sale portfolio over the nine month period were purchases of short-term U.S. Agency Securities and Mortgage-Backed Securities-Residential when yield levels were attractive, and redemptions at maturity of State and Municipal Obligations. The principal change in our held-to-maturity portfolio over the nine-month period was the purchase of State and Municipal Obligations.
 
Fair Value at Period-End
 
Net Unrealized Gains (Losses) For Period Ended
 
09/30/2015
 
12/31/2014
 
Change
 
09/30/2015
 
12/31/2014
 
Change
Securities Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Agency Securities
$
162,518

 
$
137,603

 
$
24,915

 
$
1,265

 
$
63

 
$
1,202

State and Municipal Obligations
55,486

 
81,730

 
(26,244
)
 
223

 
148

 
75

Mortgage-Backed Securities-Residential
161,637

 
128,827

 
32,810

 
3,286

 
4,095

 
(809
)
Corporate and Other Debt Securities
16,672

 
16,725

 
(53
)
 
(199
)
 
(263
)
 
64

Mutual Funds and Equity Securities
1,246

 
1,254

 
(8
)
 
125

 
134

 
(9
)
Total
$
397,559

 
$
366,139

 
$
31,420

 
$
4,700

 
$
4,177

 
$
523

 
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity:
 
 
 
 
 
 
 
 
 
 
 
State and Municipal Obligations
$
223,050

 
$
193,252

 
$
29,798

 
$
4,548

 
$
4,780

 
$
(232
)
Mortgage-Backed Securities-Residential
99,959

 
114,314

 
(14,355
)
 
1,981

 
1,762

 
219

Corporate and Other Debt Securities
1,000

 
1,000

 

 

 

 

Total
$
324,009

 
$
308,566

 
$
15,443

 
$
6,529

 
$
6,542

 
$
(13
)
At September 30, 2015, we held no investment securities in our portfolio that consisted of or included, directly or indirectly, obligations of foreign governments or governmental agencies or foreign issuers of any sort.
As of both period-ends presented in the above table, all listed mortgage-backed securities (which includes interests in pools of mortgage-backed securities, known as collateralized mortgage obligations or CMOs), were guaranteed by U.S. agency or government sponsored enterprises (GSEs), such as Fannie Mae or Freddie Mac. Mortgage-backed securities provide to the investor monthly portions of principal and interest payments pursuant to the contractual obligations of the underlying mortgages. In the case of most CMOs, the principal and interest payments on the pooled mortgages are separated into two or more components (tranches), with each tranche having a separate estimated life, risk profile and yield. Our practice has been to purchase only those CMOs that are guaranteed by GSEs or other federal agencies and only those CMO tranches with shorter maturities and no more than moderate extension risk. Included in corporate and other debt securities are trust preferred securities issued by other financial institutions prior to May 19, 2010, the grandfathering date for TRUPs in Dodd Frank, that were highly rated at the time of purchase.
Other-Than-Temporary Impairment
Each quarter we evaluate all investment securities with a fair value less than amortized cost, both in the available-for-sale portfolio and the held-to-maturity portfolio, to determine if there exists other-than-temporary impairment for any such security as defined under generally accepted accounting principles. There were no other-than-temporary impairment losses in the first nine months of 2015.
Increase in Net Unrealized Securities Gains (Losses): Nearly all of the change in our net unrealized gains or losses during recent periods has been attributable to changes in the prevailing rates during the periods in question, that is, there has been little or no change in the credit-worthiness of the issuers.
Investment Sales, Purchases and Maturities
(In Thousands)
 
Three Months Ended
 
Nine Months Ended
Sales
09/30/2015
 
09/30/2014
 
09/30/2015
 
09/30/2014
Available-For-Sale Portfolio:
 
 
 
 
 
 
 
Mortgage-Backed Securities-Residential
$

 
$
9,044

 
$
2,690

 
$
9,044

U.S. Agency Securities

 

 
18,618

 
40,729

Other
11

 
11

 
35

 
34

  Total
11

 
9,055

 
21,343

 
49,807

Net Gains on Securities Transactions

 
137

 
106

 
110

Proceeds on the Sales of Securities
$
11

 
$
9,192

 
$
21,449

 
$
49,917

Investment yields in the capital markets have been very volatile thus far in 2015. We regularly review our interest rate risk position along with our security holdings to evaluate if market opportunities arise where we can reposition certain securities available-for-sale to enhance portfolio performance. As reflected in the table above, during the first nine months of 2015 we executed transactions to liquidate certain lower yielding U.S. Agency and Mortgage-Backed securities and re-deployed those funds into higher yielding securities to improve the stability of cash flows and enhance portfolio performance.

# 46



The following table summarizes purchases of investment securities within the available-for-sale and held-to-maturity portfolios for the three- and nine-month periods ended September 30, 2015 and 2014; as well as proceeds from the maturity and calls of investment securities within each portfolio for the respective periods presented:
 
Three Months Ended
 
Nine Months Ended
Purchases:
09/30/2015
 
09/30/2014
 
09/30/2015
 
09/30/2014
Available-for-Sale Portfolio
 
 
 
 
 
 
 
U.S. Agency Securities
$
4,999

 
$
43,158

 
$
55,308

 
$
96,343

State and Municipal Obligations

 

 

 
4,308

Mortgage-Backed Securities-Residential
15,396

 

 
69,563

 

Other
11

 
11

 
35

 
33

Total Purchases
$
20,406

 
$
43,169

 
$
124,906

 
$
100,684

 
 
 
 
 
 
 
 
Maturities & Calls
$
14,995

 
$
24,569

 
$
70,971

 
$
131,861



 
Three Months Ended
 
Nine Months Ended
Purchases:
09/30/2015
 
09/30/2014
 
09/30/2015
 
09/30/2014
Held-to-Maturity Portfolio
 
 
 
 
 
 
 
State and Municipal Obligations
$
1,248

 
$
7,587

 
$
54,796

 
$
14,530

Mortgage-Backed Securities-Residential

 

 

 
29,437

Total Purchases
$
1,248

 
$
7,587

 
$
54,796

 
$
43,967

 
 
 
 
 
 
 
 
Maturities & Calls
$
8,319

 
$
8,167

 
$
38,403

 
$
45,602



# 47



Asset Quality
The following table presents information related to our 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)
 
9/30/2015

 
06/30/2015

 
3/31/2015

 
12/31/2014

 
9/30/2014

Loan Balances:
 
 
 
 
 
 
 
 
 
Period-End Loans
$
1,536,925

 
$
1,479,670

 
$
1,434,794

 
$
1,413,268

 
$
1,381,440

Average Loans, Year-to-Date
1,460,681

 
1,439,365

 
1,422,005

 
1,344,427

 
1,325,159

Average Loans, Quarter-to-Date
1,502,620

 
1,456,534

 
1,422,005

 
1,401,601

 
1,361,347

Period-End Assets
2,419,551

 
2,333,371

 
2,335,528

 
2,217,420

 
2,208,745

 
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses, Year-to-Date:
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses, Beginning of Period
$
15,570

 
$
15,570

 
$
15,570

 
$
14,434

 
$
14,434

Provision for Loan Losses, YTD
882

 
345

 
275

 
1,848

 
1,407

Loans Charged-off, YTD
(835
)
 
(455
)
 
(290
)
 
(1,021
)
 
(769
)
Recoveries of Loans Previously Charged-off
157

 
114

 
70

 
309

 
221

Net Charge-offs, YTD
(678
)
 
(341
)
 
(220
)
 
(712
)
 
(548
)
Allowance for Loan Losses, End of Period
$
15,774

 
$
15,574

 
$
15,625

 
$
15,570

 
$
15,293

 
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses, Quarter-to-Date:
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses, Beginning of Period
$
15,574

 
$
15,625

 
$
15,570

 
$
15,293

 
$
15,036

Provision for Loan Losses, QTD
537

 
70

 
275

 
441

 
444

Loans Charged-off, QTD
(380
)
 
(165
)
 
(290
)
 
(251
)
 
(265
)
Recoveries of Loans Previously Charged-off
43

 
44

 
70

 
87

 
78

Net Charge-offs, QTD
(337
)
 
(121
)
 
(220
)
 
(164
)
 
(187
)
Allowance for Loan Losses, End of Period
$
15,774

 
$
15,574

 
$
15,625

 
$
15,570

 
$
15,293

 
 
 
 
 
 
 
 
 
 
Nonperforming Assets, at Period-End:
 
 
 
 
 
 
 
 
 
Nonaccrual Loans
$
7,791

 
$
6,931

 
$
6,998

 
$
6,899

 
$
7,048

Restructured
307

 
283

 
307

 
333

 
346

Loans Past Due 90 or More Days
  and Still Accruing Interest
963

 
1,570

 
580

 
537

 
571

Total Nonperforming Loans
9,061

 
8,784

 
7,885

 
7,769

 
7,965

Repossessed Assets
61

 
75

 
106

 
81

 
66

Other Real Estate Owned
841

 
234

 
423

 
312

 
326

Total Nonperforming Assets
$
9,963

 
$
9,093

 
$
8,414

 
$
8,162

 
$
8,357

 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
Allowance to Nonperforming Loans
174.09
%
 
177.30
%
 
198.16
%
 
200.41
%
 
192.00
%
Allowance to Period-End Loans
1.03

 
1.05

 
1.09

 
1.10

 
1.11

Provision to Average Loans (Quarter) (1)
0.14

 
0.02

 
0.08

 
0.12

 
0.13

Provision to Average Loans (YTD) (1)
0.08

 
0.05

 
0.08

 
0.12

 
0.14

Net Charge-offs to Average Loans (Quarter) (1)
0.09

 
0.03

 
0.06

 
0.05

 
0.05

Net Charge-offs to Average Loans (YTD) (1)
0.06

 
0.05

 
0.06

 
0.05

 
0.06

Nonperforming Loans to Total Loans
0.59

 
0.59

 
0.55

 
0.54

 
0.58

Nonperforming Assets to Total Assets
0.41

 
0.39

 
0.36

 
0.37

 
0.38

  (1) Annualized
 
 
 
 
 
 
 
 
 
Provision for Loan Losses
Through the provision for loan losses, an allowance is maintained that reflects our best estimate of probable incurred loan losses related to specifically identified impaired loans as well as the inherent risk of loss related to the remaining portfolio. Loan charge-offs are recorded to this allowance when loans are deemed uncollectible, in whole or in part.
In the third quarter of 2015, we made a $537 thousand provision for loan losses, compared to a provision of $444 thousand for the third quarter of 2014 and a provision of $70 for the second quarter of 2015. A variety of factors and events during the most recent 2015 quarter dictated the increase in the amount of the provision for the quarter, including an increase in the level of loans outstanding during the quarter, and a small increase in our historical loss factors and the level of net charge-offs during the quarter. These factors dictating an increase in the provision were offset, in part, by a general improvement in the credit quality of our portfolio. Although there was an increase of $1.2 million during the quarter in nonperforming loans, this did not drive an increase in the quarterly provision. See

# 48



Note 3 to our unaudited interim consolidated financial statements for a discussion on how we classify our credit quality indicators as well as the balance in each category.

The ratio of the allowance for loan losses to total loans was 1.03% at September 30, 2015, down 7 basis points from the 1.10% ratio at December 31, 2014 and down 8 basis points from the 1.11% ratio at September 30, 2014.
    We consider our accounting policy relating to the allowance for loan losses to be a critical accounting policy, given the uncertainty involved in evaluating the level of the allowance required to cover credit losses inherent in the loan portfolio, and the material effect that such judgments may have on our results of operations. Our process for determining the provision for loan losses is described in Note 3 to our unaudited interim consolidated financial statements.
Risk Elements
Our nonperforming assets at September 30, 2015 amounted to $10.0 million, an increase of $1.8 million, or 22.1%, from the December 31, 2014 total and an increase of $1.6 million, or 19.2%, from the year earlier total. The increase was primarily attributable to two commercial loans, one of which is being restructured in conjunction with a US government agency that is guaranteeing 80% of the loan balance and the other of which is fully collateralized with no related allowance. Our recent ratios of nonperforming assets to total assets generally remain significantly below the average ratios for our peer group. At September 30, 2015, our ratio of loans past due 90 or more days plus nonaccrual loans plus other real estate owned to total assets was .41%, nearly unchanged from our ratio at September 30, 2014. Both ratios are well below the comparable average ratios of our peer group at June 30, 2015 (the latest date for which peer group information is available).
The following table presents the balance of other non-current loans at period-end as to which interest income was being accrued (i.e. loans 30 to 89 days past due, as defined in bank regulatory guidelines). These non-current loans are not included in our nonperforming assets but entail heightened risk.
Loans Past Due 30-89 Days and Accruing Interest
 
9/30/2015
 
12/31/2014
 
9/30/2014
Commercial Loans
$
76

 
$
150

 
$
235

Commercial Real Estate Loans

 
200

 

Other Consumer Loans
40

 
34

 
32

Automobile Loans
5,427

 
5,322

 
3,974

Residential Real Estate Loans
827

 
1,953

 
1,620

Total Delinquent Loans
$
6,370

 
$
7,659

 
$
5,861

    
At September 30, 2015, our loans in this category totaled $6.4 million, a decrease of $1.3 million, or 16.8%, from the $7.7 million of such loans at December 31, 2014. The September 30, 2015 total of non-current loans equaled 0.41% of loans then outstanding, whereas the year-end 2014 total equaled 0.54% of loans then outstanding. The decrease from December 31, 2014 is primarily attributable to a substantial decrease in delinquent residential real estate loans, which reach a high point at year-end 2014 and then subsided. Our automobile loan delinquencies, which seasonally increased in the fourth quarter of 2014, have since remained largely stable.
The number and dollar amount of our performing loans that demonstrate characteristics of potential weakness from time-to-time (potential problem loans) typically is a very small percentage of our portfolio. See the table of Credit Quality Indicators in Note 3 to our unaudited interim consolidated financial statements. We consider all performing commercial and commercial real estate loans classified as substandard or lower (as reported in Note 3) to be potential problem loans. The dollar amount of such loans at September 30, 2015 ($24.2 million) was down slightly from the dollar amount of such loans at December 31, 2014 ($27.3 million).
The economy in our market area has been relatively strong in recent years, but any general weakening of the U.S. economy in upcoming periods would likely have an adverse effect on the economy in our market area as well, and on our commercial and commercial real estate portfolio.
As of September 30, 2015, we held for sale three residential real estate properties in other real estate owned. We do not expect to acquire a significant number of other real estate properties in the near term as a result of payment defaults or the foreclosure process.
We do not currently anticipate significant increases in our nonperforming assets, other non-current loans as to which interest income is still being accrued or potential problem loans, but can give no assurances in this regard.

CAPITAL RESOURCES

Please see our discussion in our Form 10-K for December 31, 2014 on the impact of the Dodd-Frank Act on regulatory capital standards for U.S. insured depository financial institutions, and specifically, on the new higher minimum capital standards set forth in the New Capital Rules that were approved by bank regulators in July 2013 and initially became effective for the Company on January 1, 2015.
New, More Stringent Capital Rules. In general, the New Capital Rules set higher minimum capital ratios for banks and bank holding companies, expand the risk-weighted categories of assets and add a new capital ratio, a "common equity tier 1 capital ratio" (CET1), which is applicable to our banks and bank holding company. The New Capital Rules as part of their general thrust in requiring enhanced capital for banks introduce another new component of a bank's minimum capital threshold, a so-called "capital conservation buffer" (which will equal at least 2.5% of total risk-based assets when fully phased-in by 2019). This buffer will be added

# 49



to each of the other minimum capital ratios under the New Capital Rules (some of which are higher than the comparable minimum ratios under the old bank regulatory capital rules).
Under the New Capital Rules, outstanding TRUPs issued by small- to medium-sized financial institutions such as Arrow before May 19, 2010, the grandfathering date for TRUPs under Dodd-Frank, will continue to qualify as tier 1 capital, up to a limit of 25% of total tier 1 capital (including such TRUPs and other grandfathered tier 1 capital components), until the TRUPs mature or are redeemed. We have taken the one-time election provided to banks under the New Capital Rules to exclude accumulated other comprehensive income (AOCI) from capital in the calculation of our regulatory capital ratios.
Regulatory capital, although a financial measure that is not provided for or governed by GAAP, nevertheless has been exempted by the SEC from the definition of "non-GAAP financial measures" in the SEC's Regulation G governing disclosure by registered companies of non-GAAP financial measures. Thus, certain information which is generally required to be presented in connection with our disclosure of non-GAAP financial measures need not be provided, and has not been provided, for the regulatory capital measures discussed below.

New Risk-Based and Leverage Capital Standards: Under the New Capital Rules, our holding company and our subsidiary banks are currently subject to both risk-based capital guidelines and a leverage capital ratio test.
The risk-based guidelines assign risk weightings to all assets and certain off-balance sheet items of financial institutions, which generally results in a substantial discounting of low-risk or risk-free assets from their GAAP book values on the balance sheet; that is, a significant dollar amount of such assets "disappears" from the balance sheet in the risk-weighting process. The risk-based guidelines then establish three minimum ratios of capital to total risk-weighted assets, specifically, a minimum "Common Equity Tier 1 Capital" ratio (currently, 4.50%), a minimum "Tier 1 Risk-Based Capital" ratio (currently, 6.00%), and a minimum "Total Risk-Based Capital" ratio (currently, 8.00%). The first of these, the Common Equity Tier 1 Capital ratio, is a new capital measured added under the New Capital Rules. For purposes of this measure, the numerator, Common Equity Tier 1 Capital, includes only common equity items, such as common stock, related surplus and retained earnings, with risk-adjusted assets as the denominator. The other two risk-based measures under the New Capital Rules are the Tier 1 Risk-Based Capital ratio and the Total Risk-Based Capital ratio, both of which also existed under the previous regulatory capital regime but have been modified in significant ways under the New Capital Rules. Most importantly, the minimum Tier 1 Risk-Based Capital ratio has been increased from 4.00% to 6.00%. (The minimum Total Risk-Based Capital ratio is the same under the new rules as under the old, 8.00%.) Tier 1 Risk-Based Capital under the New Capital Rules consists of Common Equity Tier 1 Capital, plus a limited amount of eligible permanent preferred stock and (for small- to medium-sized holding companies), a limited amount of grandfathered trust preferred securities (see the discussion below on Trust Preferred Securities), minus intangible assets, net of associated deferred tax liabilities, and subject to certain other deductions. Total Risk-Based Capital under the New Capital Rules consists of Tier 1 Capital plus Tier 2 Capital, the latter comprising a limited amount of eligible subordinated debt, other eligible preferred stock, certain other qualifying capital instruments, and a limited amount of the allowance for loan losses, subject to deductions. For each of the three risk-based capital ratios, the denominator--total risk-based assets--is defined under the New Capital Rules in a way that is similar to the methodology required under the old capital rules, but with some differences. The weightings of certain asset categories, such as certain residential mortgage and commercial real estate loans, have been adjusted upward under the New Capital Rules and certain other risk-weighting changes have been made in the New Capital Rules, leading to a somewhat higher denominator for many institutions (and hence, lower risk-based ratios) than would have been the case under the old rules. The New Capital Rules also include another layer of required regulatory capital for banks and bank holding companies, a so-called capital conservation buffer, which when fully implemented in 2019, will add 2.50% to each of the three risk-based capital minimum ratios discussed above. This buffer will be phased-in in four annual increments of 0.625% each, beginning January 1, 2016.
The other regulatory capital measure under the New Capital Rules, the leverage ratio test, is also a carryover from the old rules. The leverage ratio is the ratio of Tier 1 capital (as defined under the leverage test) to total consolidated assets, without risk weighting (i.e, discounting) of assets, subject to deductions. The minimum leverage ratio under the New Capital Rules for banks and bank holding companies is 4.00%. Rapidly expanding companies may be required by bank regulators to meet substantially higher minimum leverage ratios.
Federal banking law mandates that certain actions must be taken by banking regulators ("prompt corrective action") for financial institutions that are deemed undercapitalized as measured under any of these regulatory capital guidelines. Federal banking law establishes five categories of capitalization for financial institutions ranging from "well-capitalized” (the highest ranking) to "critically undercapitalized" (the lowest ranking), with any of the lowest three rankings denoting an "undercapitalized" institution. Essentially, federal banking law ties the ability of banking organizations to engage in certain types of non-banking financial activities and to utilize certain procedures to such organizations' continuing to qualify for one of the two highest-ranking of the five capitalization categories, i.e., as "well-capitalized" or "adequately capitalized."

# 50



Our Current Capital Ratios: The table below sets forth the capital ratios of our holding company and our two subsidiary banks, Glens Falls National and Saratoga National, under the New Capital Rules, as of September 30, 2015:
 
Common
 
Tier 1
 
Total
 
 
Equity
 
Risk-Based
 
Risk-Based
Tier 1
 
Tier 1 Capital
 
Capital
 
Capital
Leverage
 
Ratio
 
Ratio
 
Ratio
Ratio
Arrow Financial Corporation
12.66
%
 
13.93
%
 
14.94
%
9.40
%
Glens Falls National Bank & Trust Co.
13.99
%
 
13.99
%
 
15.01
%
9.09
%
Saratoga National Bank & Trust Co.
11.25%

 
11.25%

 
12.22
%
8.91%

 
 
 
 
 
 
 
Current Regulatory Minimum (2015)
4.50

 
6.00

 
8.00

4.00

FDICIA's "Well-Capitalized" Standard (2015)
6.50

 
8.00

 
10.00

5.00

Final Regulatory Minimum (2019) (1)
7.00

 
8.50

 
10.50

4.00

 (1) Including the fully phased-in capital conservation buffer
 
 
 
 
 
 

At September 30, 2015 our holding company and both banks exceeded the minimum capital ratios established under the New Capital Rules and each also qualified as "well-capitalized", the highest category, in the new capital classification scheme established by federal bank regulatory agencies under the "prompt corrective action" standards.
    
Capital Components; Stock Repurchases; Dividends

Stockholders' Equity: Stockholders' equity was $211.1 million at September 30, 2015, an increase of $10.2 million, or 5.1%, from December 31, 2014.  The most significant contributory factors to this increase in stockholders' equity were net income of $18.1 million and equity increases from our various stock-based compensation and dividend reinvestment plans of $1.0 million. These positive factors were offset, in part, by cash dividends of $9.5 million and purchases of our own common stock of $1.2 million.  See the Consolidated Statement of Changes in Stockholders' Equity on page 6 of this report for all of the changes in stockholders' equity between December 31, 2014 and September 30, 2015.

Trust Preferred Securities Under Dodd-Frank: In each of 2003 and 2004, we issued $10 million of trust preferred securities (TRUPs) in a private placement. Under the Federal Reserve Board's historical approach to regulatory capital, prior to the Dodd-Frank Act of 2010, TRUPs typically qualified as Tier 1 capital for all bank holding companies, of any size, but only in amounts up to 25% of the institution's Tier 1 capital, net of goodwill less any associated deferred tax liability. As a result of the Dodd-Frank Act, this possible treatment of TRUPs as Tier 1 regulatory capital continues to apply, for small- and medium-sized banking organizations like ours, only with respect to TRUPs issued before May 19, 2010, the Dodd-Frank Act's grandfathering date for TRUPs (our TRUPs were grandfathered). Any trust preferred securities that might be issued by banking organizations like ours on or after the grandfathering date will not qualify under any circumstances as Tier 1 capital under the new bank regulatory capital guidelines. Thus, our currently outstanding TRUPs will continue to qualify as Tier 1 capital until maturity or redemption, but no additional TRUPs issued by us would so qualify.

Stock Repurchase Program: At its regular meeting in October 2015, the Board of Directors approved a new 12-month stock repurchase program (the "2016 program") authorizing the repurchase, at the discretion of senior management, during calendar year 2016 of up to $5 million of Arrow's common stock in open market or privately negotiated transactions. This program replaces a similar $5 million stock repurchase program which had been approved by the Board in October 2014 for calendar year 2015 (the "2015 program"). Under the 2016 program, management is authorized to effect stock repurchases from time-to-time, to the extent that it believes the Company's stock is reasonably priced and such repurchases are an appropriate use of available capital and in the best interests of stockholders. During the nine-month period ended September 30, 2015, approximately $700 thousand of Arrow's common stock (27,540 shares) were repurchased by the Company under the 2015 program, although no shares were repurchased under the 2015 program during the third quarter of 2015. For more information on repurchases, see the table under Item 2 of Section II of this Report, entitled "Issuer Purchase of Equity Securities."


# 51



Dividends: Our common stock is traded on NasdaqGS® - AROW. The high and low stock prices for the past five quarters listed below represent actual sales transactions, as reported by NASDAQ. On October 28, 2015, our Board of Directors declared a 2015 fourth quarter cash dividend of $.25 payable on December 15, 2015. Per share amounts in the following table have been restated for our September 2015 2% stock dividend.
 
 
 
 
 
Cash
 
Market Price
 
Dividends
 
Low
 
High
 
Declared
2014
 
 
 
 
 
First Quarter
$
23.55

 
$
26.41

 
$
0.240

Second Quarter
23.84

 
25.94

 
0.240

Third Quarter
24.34

 
25.94

 
0.240

Fourth Quarter
24.61

 
27.38

 
0.245

2015
 
 
 
 
 
First Quarter
$
25.05

 
$
26.99

 
$
0.245

Second Quarter
24.78

 
27.45

 
0.245

Third Quarter
26.06

 
28.00

 
0.245

Fourth Quarter (dividend payable December 15, 2015)
 
 
 
 
0.250

 
Quarter Ended September 30,
 
2015
 
2014
Cash Dividends Per Share
0.245

 
0.240

Diluted Earnings Per Share
0.46

 
0.48

Dividend Payout Ratio
53.26
%
 
50.00
%
Total Equity (in thousands)
$
211,142

 
$
200,089

Shares Issued and Outstanding (in thousands)
12,905

 
12,857

Book Value Per Share
$
16.36

 
$
15.56

Intangible Assets (in thousands)
$
25,266

 
$
25,747

Tangible Book Value Per Share
$
14.40

 
$
13.56

LIQUIDITY
The objective of effective liquidity management is to ensure that we have the ability to raise cash when we need it at a reasonable cost.  We must be capable of meeting expected and unexpected obligations to our customers at any time.  Given the uncertain nature of customer demand as well as the need to maximize earnings, we must have available reasonably priced sources of funds, both on- and off-balance sheet, that can be accessed quickly in time of need.
Our primary sources of available liquidity have been and remain overnight borrowing of federal funds (i.e., investments in federal funds sold), available interest bearing balances at the Federal Reserve Bank, and cash flow from maturing investment securities and loans.  In addition, certain investment securities are selected at purchase as available-for-sale based on their marketability and collateral value, as well as their yield and maturity.  Our securities available-for-sale portfolio was $397.6 million at September 30, 2015, an increase of $31.4 million, or 8.6%, from the year-end 2014 level. Due to the potential for volatility in market values, we are not always able to assume that securities may be sold on short notice at their carrying value, even to provide needed liquidity.
In addition to liquidity from federal funds, short-term balances at the Federal Reserve Bank, and maturing or marketable investment securities and loans, we have supplemented available operating liquidity with additional off-balance sheet sources such as federal funds lines of credit and credit lines with the Federal Home Loan Bank of New York ("FHLBNY"). Our federal funds lines of credit are with two correspondent banks totaling $35 million, but we did not draw on these lines during 2014 or the first nine months of 2015.
To support our borrowing capacity with the FHLBNY, we have pledged collateral, including mortgage-backed securities and residential mortgage loans. Our unused borrowing capacity at the FHLBNY was approximately $213.5 million at September 30, 2015, with approximately $105.0 million in encumbered collateral then outstanding. In addition we have identified brokered deposits as an appropriate off-balance sheet source of funding accessible in a relatively short time period. Also, our two bank subsidiaries have each established a borrowing facility with the Federal Reserve Bank of New York, pledging certain consumer loans as collateral for potential "discount window" advances, which we maintain for contingency liquidity purposes. At September 30, 2015, the amount available under this facility was approximately $322.7 million, with no advances then outstanding.    
We measure and monitor our basic liquidity as a ratio of liquid assets to total short-term liabilities, both with and without the availability of borrowing arrangements. Based on the level of overnight funds investments, available liquidity from our investment securities portfolio, cash flows from our loan portfolio, our stable core deposit base and our significant borrowing capacity, we believe that our liquidity is sufficient to meet all funding needs that may arise in connection with any reasonably likely events or occurrences. At September 30, 2015, our basic liquidity ratio, including our FHLB collateralized borrowing capacity, was 9.0% of total assets, or $120 million in excess of our internally-set minimum target ratio of 4% of total assets.


# 52



RESULTS OF OPERATIONS
Three Months Ended September 30, 2015 Compared With
Three Months Ended September 30, 2014

Summary of Earnings Performance
(Dollars in Thousands, Except Per Share Amounts)
 
Quarter Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Net Income
$
5,933

 
$
6,147

 
$
(214
)
 
(3.5
)%
Diluted Earnings Per Share
0.46

 
0.48

 
(0.02
)
 
(4.2
)
Return on Average Assets
1.00
%
 
1.13
%
 
(0.13
)%
 
(11.5
)
Return on Average Equity
11.24
%
 
12.22
%
 
(0.98
)%
 
(8.0
)
    
We reported earnings (net income) of $5.9 million and diluted earnings per share (EPS) of $.46 for the third quarter of 2015, compared to net income of $6.1 million and diluted EPS of $.48 for the third quarter of 2014.
We experienced net gains of $82 thousand, net of tax, on the sale of securities in the 2014 quarter, while there were no securities sales in the third quarter of 2015.
Salaries and employee benefits expense increased 11.8% in the third quarter of 2015 over the 2014 quarter, reflecting the combined effect of a 9.2% increase in salaries and a 19.4% increase in benefits. The increase in salary expenses is primarily attributable to an increase of 19 full-time equivalent employees and to normal merit increases. The increase in our benefit expenses was primarily attributable to higher pension, post-retirement medical and a spike in medical claims incurred under the company's minimum premium health insurance plan during the 2015 period.

    The following narrative discusses the quarter-to-quarter changes in net interest income, noninterest income, noninterest expense and income taxes.
Net Interest Income
Summary of Net Interest Income
(Taxable Equivalent Basis, Dollars in Thousands)
 
Quarter Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Interest and Dividend Income
$
18,924

 
$
17,834

 
$
1,090

 
6.1
 %
Interest Expense
1,253

 
1,399

 
(146
)
 
(10.4
)
Net Interest Income
17,671

 
16,435

 
1,236

 
7.5

Tax-Equivalent Adjustment
1,093

 
1,074

 
19

 
1.8

Average Earning Assets (1)
2,232,238

 
2,030,090

 
202,148

 
10.0

Average Interest-Bearing Liabilities
1,772,156

 
1,626,327

 
145,829

 
9.0

 
 
 
 
 
 
 
 
Yield on Earning Assets (1)
3.36
%
 
3.49
%
 
(0.13
)%
 
(3.7
)
Cost of Interest-Bearing Liabilities
0.28

 
0.34

 
(0.06
)
 
(17.6
)
Net Interest Spread
3.08

 
3.15

 
(0.07
)
 
(2.2
)
Net Interest Margin
3.14

 
3.21

 
(0.07
)
 
(2.2
)
(1) Includes Nonaccrual Loans
Between the third quarter of 2014 and the third quarter of 2015, our net interest margin (net interest income on a tax-equivalent basis divided by average earning assets, annualized) decreased by 7 basis points, from 3.21% to 3.14%, representing a 2.2% decrease in our margin. (See the discussion under “Use of Non-GAAP Financial Measures,” on page 35, and the tabular information and notes on pages 36 and 37, regarding our net interest margin and tax-equivalent net interest income, which are commonly used non-GAAP financial measures.) Among other things, this decrease in net interest margin reflected the offsetting impact of a decrease in average rates paid on all categories of our interest-bearing liabilities and a slightly larger decrease in the average yield on our loan portfolio and other earning assets. Our persistent multi-year experience of margin compression may well continue in upcoming periods, and even if at some point rates do begin to move upward, it is possible that our liabilities initially may reprice upward more rapidly than our assets (which typically would have a negative effect on our margins, at least in the short run). Net interest income for the just completed quarter, on a taxable equivalent basis, increased by $1.24 million, or 7.5%, from the third quarter of 2014, as the decrease in our net interest margin between the periods was more than offset by the positive impact of a 10.0% increase in the level of our average earning assets. The impact of recent interest rate changes on our net interest margin and net interest income are discussed above in this Report under the sections entitled “Deposit Trends” and “Loan Trends.”     
As discussed previously under the heading "Asset Quality" beginning on page 48, the provision for loan losses for the third quarter of 2015 was $537 thousand, compared to a provision of $444 thousand for the 2014 quarter.

# 53



Noninterest Income
Summary of Noninterest Income
(Dollars in Thousands)
 
Quarter Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Income From Fiduciary Activities
$
1,923

 
$
1,861

 
$
62

 
3.3
 %
Fees for Other Services to Customers
2,331

 
2,353

 
(22
)
 
(0.9
)
Insurance Commissions
2,343

 
2,451

 
(108
)
 
(4.4
)
Net (Loss) Gain on Securities Transactions

 
137

 
(137
)
 
(100.0
)
Net Gain on the Sale of Loans
236

 
213

 
23

 
10.8

Other Operating Income
304

 
336

 
(32
)
 
(9.5
)
Total Noninterest Income
$
7,137

 
$
7,351

 
$
(214
)
 
(2.9
)
    
Total noninterest income in the just completed quarter was $7.1 million, a decrease of $214 thousand, or 2.9%, from total noninterest income of $7.4 million for the third quarter of 2014.
This decrease was attributable in part to the fact that we realized a gain from securities transactions in the 2014 quarter but had no gains (or losses) on securities transactions in the 2015 quarter, and also to a decrease in insurance commission income between the two quarters. The decrease in insurance commissions was primarily attributable to a reduction in the level of annual contingent commission income from certain insurance carriers accrued for 2015 as compared to 2014. Income from fiduciary activities in the 2015 quarter increased by $62 thousand, or 3.3%, from the comparable 2014 quarter. This source of noninterest income typically tracks the dollar value of assets under administration. At quarter-end 2015, the market value of assets under trust administration and investment management amounted to $1.196 billion, an increase of $4.3 million, or 0.4%, from September 30, 2014. The increase was generally attributable to a significant rise in the equity markets between the reporting dates as well as the addition of new accounts.
Fees for other services to customers decreased in the 2015 quarter by $22 thousand, or 0.9%, compared to the prior year quarter, primarily due to a small decrease in service charge fee income on deposit accounts, as customers continued to expand their utilization of electronic delivery of transaction information and thus became more effective in managing their accounts with us (i.e., fewer overdrafts). In addition to service charge income on deposits, this category also includes debit card interchange income (which increased modestly between the two periods), revenues related to the sale of mutual funds to our customers by third party providers (which decreased between the two periods), and servicing income on sold loans (nearly unchanged). Effective October 1, 2011 Visa announced new, reduced debit interchange rates and related modifications to comply with new debit card interchange fee rules promulgated by the Federal Reserve under the Dodd-Frank Act. This reduced rate structure has had, and will continue to have, a slight but noticeable negative impact on our fee income. However, debit card usage by our customers continues to grow which in recent periods has offset, at least in part, the negative effect of reduced debit interchange rates. If this usage continues to grow, it will continue to offset the negative impact of reduced interchange fees. Generally, we do not believe that Visa's new limits on interchange fees resulting from Dodd-Frank will have a material adverse impact on our financial condition or results of operations in future periods. However, there is currently a lawsuit challenging the existing post Dodd-Frank fee structure as too high. At the request of the Federal Reserve Bank, the court has permitted continuation of the current fee structure until the case is settled.
The small decrease in other operating income in the third quarter of 2015 versus the third quarter of 2014 was primarily attributable to a decrease in gains recognized in our investment in limited partnerships, primarily business incubator types of ventures.
Noninterest Expense
Summary of Noninterest Expense
(Dollars in Thousands)
 
Quarter Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Salaries and Employee Benefits
$
8,699

 
$
7,781

 
$
918

 
11.8
 %
Occupancy Expense of Premises, Net
1,212

 
1,176

 
36

 
3.1

Furniture and Equipment Expense
1,063

 
1,090

 
(27
)
 
(2.5
)
FDIC and FICO Assessments
297

 
273

 
24

 
8.8

Amortization
79

 
94

 
(15
)
 
(16.0
)
Other Operating Expense
3,500

 
3,112

 
388

 
12.5

Total Noninterest Expense
$
14,850

 
$
13,526

 
$
1,324

 
9.8

Efficiency Ratio
59.54
%
 
56.80
%
 
2.74
%
 
4.8

    
Noninterest expense for the third quarter of 2015 was $14.9 million, an increase of $1,324 thousand, or 9.8%, from the expense for the third quarter of 2014. For the third quarter of 2015, our efficiency ratio was 59.54%, an increase of 274 basis points from our ratio for the comparable 2014 quarter. This ratio, which is a commonly used non-GAAP financial measure in the banking industry, is a comparative measure of a financial institution's operating efficiency. The efficiency ratio (a ratio where lower is better) is the ratio of noninterest expense (excluding, under our definition, intangible asset amortization) to (i) net interest income (on a tax-equivalent basis) plus (ii) noninterest income (excluding net securities gains or losses). See the discussion on this non-GAAP measure on page 35 of this Report under the heading “Use of Non-GAAP Financial Measures” and the related tabular information and notes on pages 36 and 37 of this Report. The efficiency ratio included by the Federal Reserve Board in its "Peer Holding Company Performance Reports" excludes net securities gains

# 54



or losses from the denominator (as does our calculation), but unlike our ratio does not exclude intangible asset amortization from the numerator. Our efficiency ratios in recent periods have also compared favorably to the ratios of our peer group, even after adjusting for the definitional difference. For the year quarter ended June 30, 2015 (the most recent reporting period for which peer group information is available), the peer group efficiency ratio was 68.98%, and our ratio was 58.50% (not adjusted).
Salaries and employee benefits expense increased 11.8% in the third quarter of 2015 over the 2014 quarter, reflecting the combined effect of a 9.2% increase in salaries and a 19.4% increase in benefits. The increase in salary expenses is primarily attributable to an increase of 19 full-time equivalent employees and to normal merit increases. The increase in our benefit expenses was primarily attributable to higher pension, post-retirement medical and a spike in medical claims incurred under the company's minimum premium health insurance plan during the 2015 period.
The increase in other operating expense between the periods was primarily attributable to an increase in legal and professional fees and third-party computer processing fees.
Income Taxes
Summary of Income Taxes
(Dollars in Thousands)
 
Quarter Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Provision for Income Taxes
$
2,395

 
$
2,595

 
$
(200
)
 
(7.7
)%
Effective Tax Rate
28.8
%
 
29.7
%
 
(0.9
)
 
(3.0
)
The provisions for federal and state income taxes amounted to $2.4 million and $2.6 million for the respective three-month periods of 2015 and 2014. The decrease in the effective tax rate was primarily attributable to the fact that tax-exempt income represented a slightly larger percentage of our total income in the 2015 quarter than in the prior year quarter.

RESULTS OF OPERATIONS
Nine Months Ended September 30, 2015 Compared With
Nine Months Ended September 30, 2014

Summary of Earnings Performance
(Dollars in Thousands, Except Per Share Amounts)
 
Nine Month Period Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Net Income
$
18,093

 
$
16,991

 
$
1,102

 
6.5
%
Diluted Earnings Per Share
1.40

 
1.32

 
0.08

 
6.1

Return on Average Assets
1.05
%
 
1.05
%
 
%
 

Return on Average Equity
11.73
%
 
11.55
%
 
0.18
%
 
1.6

    
We reported earnings (net income) of $18.1 million and diluted earnings per share (EPS) of $1.40 for the nine-month period of 2015, an improvement over net income of $17.0 million and diluted EPS of $1.32 for the 2014 nine-month period.
In the 2015 nine-month period we experienced net gains on the sales of securities of $64 thousand, net of tax, compared to net gains of $66 thousand, net of tax, in the 2014 period. Moreover, our net gains on sales of loans, net of tax, in the 2015 nine-month period were $295 thousand, compared to $303 thousand for the 2014 period.

    The following narrative discusses the changes between the respective nine-month periods in net interest income, noninterest income, noninterest expense and income taxes.
Net Interest Income
Summary of Net Interest Income
(Taxable Equivalent Basis, Dollars in Thousands)
 
Nine Month Period Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Interest and Dividend Income
$
55,498

 
$
53,110

 
$
2,388

 
4.5
 %
Interest Expense
3,582

 
4,548

 
$
(966
)
 
(21.2
)%
Net Interest Income
51,916

 
48,562

 
$
3,354

 
6.9
 %
Tax-Equivalent Adjustment
3,270

 
3,389

 
$
(119
)
 
(3.5
)%
Average Earning Assets (1)
2,184,962

 
2,049,949

 
$
135,013

 
6.6
 %
Average Interest-Bearing Liabilities
1,752,028

 
1,661,329

 
$
90,699

 
5.5
 %
 
 
 
 
 
 
 

Yield on Earning Assets (1)
3.40
%
 
3.46
%
 
(0.06
)%
 
(1.7
)%
Cost of Interest-Bearing Liabilities
0.27

 
0.37

 
(0.10
)
 
(27.0
)%
Net Interest Spread
3.13

 
3.09

 
0.04

 
1.3
 %
Net Interest Margin
3.18

 
3.17

 
0.01

 
0.3
 %

# 55



(1) Includes Nonaccrual Loans
Our net interest margin (net interest income on a tax-equivalent basis divided by average earning assets, annualized) increased by 1 basis point, from 3.17% to 3.18%, between the 2014 nine-month period and the 2015 nine-month period, representing a 0.3% increase in the margin. However, as noted in the preceding section of this Report dealing with quarterly results, our net interest margin in the third quarter of 2015 was 3 basis points lower than our net interest margin for the first nine months of 2015, indicating continued downward pressure on our margin and on our net interest income. (See the discussion regarding tax-equivalent net interest income and net interest margin under “Use of Non-GAAP Financial Measures,” on page 35, as well as the tabular information and notes on such measures on pages 36 and 37.) Net interest income for the just completed nine-month period, on a taxable equivalent basis, increased by $3.4 million, or 6.9%, from the 2014 nine-month period, due principally to the positive impact of a 6.6% increase in the level of our average earning assets. The impact of recent interest rate changes in the U.S. economy generally on our net interest margin and net interest income are discussed above in this Report under the sections entitled “Deposit Trends” and “Loan Trends.”     
As discussed previously under the heading "Asset Quality" beginning on page 48, the provisions for loan losses for the nine-month periods ended September 30, 2015 and 2014 were $882 thousand and $1.4 million, respectively.
Noninterest Income
Summary of Noninterest Income
(Dollars in Thousands)
 
Nine Month Period Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Income From Fiduciary Activities
$
5,907

 
$
5,640

 
$
267

 
4.7
 %
Fees for Other Services to Customers
6,904

 
6,924

 
(20
)
 
(0.3
)%
Insurance Commissions
6,849

 
7,188

 
(339
)
 
(4.7
)%
Net (Loss) Gain on Securities Transactions
106

 
110

 
(4
)
 
(3.6
)%
Net Gain on the Sale of Loans
488

 
502

 
(14
)
 
(2.8
)%
Other Operating Income
1,183

 
892

 
291

 
32.6
 %
Total Noninterest Income
$
21,437

 
$
21,256

 
$
181

 
0.9
 %
    
Total noninterest income in the just completed nine-month period was $21.4 million, an increase of $181 thousand, or 0.9%, from total noninterest income of $21.3 million for the 2014 period. We experienced an increase in only one of our three major categories of noninterest income between the two nine-month periods (that being income from fiduciary activities), with the most notable decrease coming from insurance commissions. The decrease in insurance commissions was primarily attributable to a reduction in the level of annual contingent commission income from certain insurance carriers accrued for 2015 as compared to 2014.
Income from fiduciary activities increased $267 thousand, or 4.7%, from the comparable 2014 period. The principal reason for the increase was a corresponding increase in the market value of assets under trust administration and investment management. See further discussion of the matter in the section above under the heading "RESULTS OF OPERATIONS -- Three Months Ended September 30, 2015 Compared with Three Months Ended September 30, 2014--Summary of Non-Interest Income."
Fees for other services to customers includes service charges on deposit accounts, debit card interchange fees, revenues related to the sale of mutual funds to our customers by third party providers and servicing income on sold loans. Even though the dollar amount of fees for other services to customers between the 2014 nine-month period and the 2015 nine-month period was essentially unchanged, we expect the current trend, whereby customers are progressively reducing their overdraft fees by managing their deposit accounts more effectively (by utilizing electronic delivery of transaction information) will continue in upcoming periods, which will have a modest negative impact on service fee income as occurred in the third quarter of 2015. See the discussion above under the heading "RESULTS OF OPERATIONS -- Three Months Ended September 30, 2015 Compared with Three Months Ended September 30, 2014--Summary of Non-Interest Income."
The increase in other operating income in the 2015 period versus the 2014 period was primarily due to gains recognized in our investment in business incubator types of limited partnerships and an increase in income from our investment in bank-owned life insurance.
Noninterest Expense
Summary of Noninterest Expense
(Dollars in Thousands)
 
Nine Month Period Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Salaries and Employee Benefits
$
24,577

 
$
23,303

 
$
1,274

 
5.5
 %
Occupancy Expense of Premises, Net
3,825

 
3,749

 
76

 
2.0
 %
Furniture and Equipment Expense
3,281

 
3,174

 
107

 
3.4
 %
FDIC and FICO Assessments
873

 
828

 
45

 
5.4
 %
Amortization
250

 
294

 
(44
)
 
(15.0
)%
Other Operating Expense
10,382

 
9,381

 
1,001

 
10.7
 %
Total Noninterest Expense
$
43,188

 
$
40,729

 
$
2,459

 
6.0
 %
Efficiency Ratio
58.62
%
 
58.01
%
 
0.61
%
 
1.1

    

# 56



Noninterest expense for the 2015 nine-month period was $43.2 million, an increase of $2.5 million, or 6.0%, over the total expense for the 2014 nine-month period. For the 2015 nine-month period, our efficiency ratio was 58.62% versus 58.01% in the 2014 period. This ratio, which is a commonly used non-GAAP financial measure in the banking industry, is a comparative measure of a financial institution's operating efficiency. The efficiency ratio (a ratio where lower is better) is the ratio of noninterest expense (excluding, under our definition, intangible asset amortization) to (i) net interest income (on a tax-equivalent basis) plus (ii) noninterest income (excluding net securities gains or losses). See the discussion on this non-GAAP measure on page 35 of this Report under the heading “Use of Non-GAAP Financial Measures,” as well as the related tabular disclosures and notes on pages 36 and 37. The efficiency ratio included by the Federal Reserve Board in its "Peer Holding Company Performance Reports" excludes net securities gains or losses from the denominator (as does our calculation), but unlike our ratio does not exclude intangible asset amortization from the numerator. The small erosion in our efficiency ratio between the periods reflected the fact that our operating expenses grew faster than our core gross income between the two nine-month periods, with much of the rise in operating expenses occurring in the just completed quarter. Our efficiency ratios in recent periods have compared favorably to the ratios of our peer group, even after adjusting for the definitional difference. For the six-month period ended June 30, 2015 (the most recent reporting period for which peer group information is available), the peer group efficiency ratio was 68.98%, versus our ratio for that period of 58.50% (not adjusted).
Salaries and employee benefits expense increased by 5.5% for the 2015 nine-month period, compared to the 2014 period, representing a 5.6% increase in salaries and a 5.2% increase in benefits. The increase in salaries was attributable to an increase in the number of full-time equivalent employees and to normal merit increases. The increase in our benefit expenses was primarily attributable to higher pension, post-retirement medical and a spike in medical claims incurred under the company's minimum premium health insurance plan during the 2015 period.
The increase in furniture and equipment expense was primarily attributable to increases in equipment maintenance contracts.
The subcategory of other operating expense demonstrating the largest increase between the periods was legal and professional expenses and third-party computer processing expenses.

Income Taxes
Summary of Income Taxes
(Dollars in Thousands)
 
Nine Month Period Ended
 
 
 
 
 
09/30/2015
 
09/30/2014
 
Change
 
% Change
Provision for Income Taxes
$
7,920

 
$
7,302

 
$
618

 
8.5
%
Effective Tax Rate
30.4
%
 
30.1
%
 
0.3

 
1.0

The provisions for federal and state income taxes amounted to $7.9 million and $7.3 million for the respective nine-month periods of 2015 and 2014, with only a small change in the effective tax rate.

    
    

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Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to credit risk in our loan portfolio and liquidity risk, discussed on page 52 of this Report, we have market risk in our business activities. Market risk is the possibility that changes in future market rates (interest rates) or prices (fees for products and services) will make our position less valuable. The ongoing monitoring and management of market risk, principally interest rate risk, is an important component of our asset/liability management process, which is governed by policies that are reviewed and approved annually by the Board of Directors. The Board of Directors delegates responsibility for carrying out asset/liability oversight and control to management’s Asset/Liability Committee (“ALCO”). In this capacity ALCO develops guidelines and strategies impacting our asset/liability profile based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. As of the date of this Report, we are not using, and have not in recent periods used, derivatives, such as interest rate swaps, in our risk management process.
Interest rate risk is the exposure of our net interest income to changes in interest rates. Interest rate risk is directly related to the different maturities and repricing characteristics of interest-bearing assets and liabilities, as well as to the risk of prepayment of loans and early withdrawal of time deposits, and the fact that the speed and magnitude of responses to interest rate changes vary by product.
The ALCO utilizes the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While ALCO routinely monitors simulated net interest income sensitivity over a rolling two-year horizon, it also utilizes additional tools to monitor potential longer-term interest rate risk.
Our current simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest rate-sensitive assets and liabilities reflected on our consolidated balance sheet. This sensitivity analysis is compared to pre-established ALCO policy limits which specify a maximum tolerance level for net interest income exposure over a one year horizon. Our current sensitivity analysis model examines both a hypothetical upward shift of interest rates (currently, 200 basis points) and a hypothetical downward shift in interest rates (currently, 100 basis points, subject to certain zero rate limitations), and assumes (i) no subsequent change in the balance sheet following the hypothetical shift and (ii) a repricing of interest-bearing assets and liabilities at their earliest reasonably predictable repricing dates following the shift. For repricing purposes, we normally assume a parallel and pro-rata shift in rates for both assets and liabilities, over a 12 month period.
We occasionally need to make ad hoc adjustments to our model. During recent years, the Federal Reserve's targeted federal funds rate has remained within a range of 0 to .25%. The resulting abnormally low prevailing short-term rates have led us to revise our standard model for the decreasing interest rate simulation for short-term liabilities and assets. Thus, while we have applied our usual 100 basis point downward shift in interest rates for liabilities and assets on the long end of the yield curve, we have assumed, for purposes of modeling our short-term liabilities and assets bearing interest rates of less than 1.00%, a hypothetical downward shift of less that the rate they currently bear (i.e., less than 100 basis points) and in some cases have made no downward shift at all in the actual interest rates if such rates only slightly exceed zero at the measurement date. We also assume that hypothetical interest rate shifts, upward or downward, affect assets and liabilities simultaneously, depending solely upon the contractual maturities of the particular assets and liabilities in question. In practice, however, shifts in prevailing interest rates often affect the rates in our liability portfolios (primarily deposits) more rapidly than the rates in our asset portfolios, irrespective of differences in contractual maturities (which also tend to be of longer duration on the asset side).
Applying the simulation model analysis as of September 30, 2015, a 200 basis point increase in all interest rates demonstrated a 2.99% decrease in net interest income over the ensuing 12 month period, and a 100 basis point decrease in long-term interest rates (with no decrease in short-term rates, or adjusted as discussed above) demonstrated a 1.52% decrease in net interest income, when compared with our base projection. These amounts were well within our ALCO policy limits. The preceding sensitivity analysis does not represent a forecast on our part and should not be relied upon as being indicative of expected operating results in the event of actual rate changes.
The hypothetical estimates underlying the sensitivity analysis are based upon numerous assumptions including: the nature and timing of changes in interest rates including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurance as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity analysis, actual results may differ due to: prepayment/refinancing levels deviating from those assumed, the varying impact of interest rate changes on caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, unanticipated shifts in the yield curve and other internal/external variables. Furthermore, the sensitivity analysis does not reflect balance sheet growth or actions that ALCO might take in responding to or anticipating changes in interest rates.
In general, we expect that our interest-bearing liabilities, which are primarily deposit liabilities, many of them a bearing very low interest rate or no interest at all, may reprice more rapidly in a rising rate environment than our interest-earning assets, which would have a negative short-term impact on our net interest margin and net interest income, beyond that reported in the simulation analysis, above. However, many of our interest-earning assets also have relatively short maturities such that within a relatively few quarters after the first year period following a rise in rates we would expect a corresponding positive impact from a repricing upward of these interest-earning assets.

Item 4.
CONTROLS AND PROCEDURES
Senior management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of Arrow's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2015. Based upon that evaluation, senior management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective. Further, there were no changes made in our internal control over financial reporting that occurred during the most recent fiscal quarter that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
We are not currently the subject of any material pending legal proceedings, other than ordinary routine litigation occurring in the normal course of our business. On an ongoing basis, we are the subject of, or a party to, various legal claims by other parties against us, by us against other parties, or involving us, which arise in the normal course of our business. The various pending legal claims against us will not, in the opinion of management based upon consultation with counsel, result in any material liability.

Item 1.A.
Risk Factors
We believe that the Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2014, continue to represent the most significant risks to our future results of operations and financial conditions, without modification or amendment. Please refer to such Risk Factors as listed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

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

There were no unregistered sales of the Company's equity securities by or on behalf of the Company during the just-completed quarter .
Issuer Purchases of Equity Securities
The following table presents information about purchases by Arrow of its common stock during the quarter ended September 30, 2015:
Third Quarter
2015
Calendar Month
(A)
Total Number of
Shares Purchased 1
 
(B)
Average Price
Paid Per Share 1
 
(C)
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs 2
 
(D)
Maximum
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs 3
July
19,479

 
$
27.40

 

 
$
4,294,710

August
3,067

 
27.24

 

 
4,294,710

September
19,343

 
26.27

 

 
4,294,710

Total
41,889

 
27.07

 

 
 
1 The total number of shares of Common Stock purchased by the Company in each month in the quarter and the average price paid per share are listed in columns A and B, respectively. All shares identified in column A were shares purchased by the Company either (i) in open market transactions under the Arrow Financial Corporation Automatic Dividend Reinvestment Plan (DRIP) by the administrator of the DRIP, or (ii) as shares surrendered (or deemed surrendered) to Arrow by holders of options to acquire Arrow common stock in connection with such holders' exercise of such options. Specifically, in the months indicated, the total number of shares identified in column A included shares purchased under the DRIP by the administrator or in connection with stock option exercises, as follows: in July, DRIP -- 3,067 shares, stock option exercises -- 16,412 shares; in August, DRIP -- 1,850 shares, stock option exercises -- 1,217 shares; and in September, DRIP -- 19,343 shares.
2 No shares were repurchased by the Company during the third quarter under the publicly-announced 2015 Repurchase Program (i.e., the $5 million stock repurchase program authorized by the Board of Directors in October 2014 and effective January 1, 2015).
3 Represents the dollar amount of repurchase authority remaining at each month-end during the quarter under the 2015 Repurchase Program.
Item 3.
Defaults Upon Senior Securities - None
Item 4.
Mine Safety Disclosures - None
Item 5.

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Other Information - None

Item 6.
Exhibits
Exhibit Number
Exhibit
15
Awareness Letter
31.1
Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a)
31.2
Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a)
32
Certification of Chief Executive Officer under 18 U.S.C. Section 1350 and
   Certification of Chief Financial Officer under 18 U.S.C. Section 1350
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
ARROW FINANCIAL CORPORATION
Registrant
 
 
November 6, 2015
/s/Thomas J. Murphy
Date
Thomas J. Murphy, President and
 
Chief Executive Officer
 
 
November 6, 2015
/s/Terry R. Goodemote
Date
Terry R. Goodemote, Executive Vice President,
 
Treasurer and Chief Financial Officer
 
(Principal Financial Officer and
 
Principal Accounting Officer)



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