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ALNC > SEC Filings for ALNC > Form 10-Q on 9-Aug-2012All Recent SEC Filings

Show all filings for ALLIANCE FINANCIAL CORP /NY/ | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for ALLIANCE FINANCIAL CORP /NY/


9-Aug-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Highlights and Overview

Our results of operations are dependent primarily on net interest income, which is the difference between the income earned on our loans and leases and securities and our cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by the provision for credit losses, securities and loan sale activities, loan servicing activities, service charges and fees collected on our deposit accounts, income collected from trust and investment advisory services and the income earned on our investment in bank-owned life insurance. Our expenses primarily consist of salaries and employee benefits, occupancy and equipment expense, marketing expense, professional services, technology expense, amortization of intangible assets, other expense and income tax expense. Results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, inflation, government policies and the actions of regulatory authorities.

The following is a summary of key financial results for the quarter ended June 30, 2012:

• Total assets were $1.4 billion and total deposits were $1.1 billion at June 30, 2012, compared with $1.4 billion and $1.1 billion at December 31, 2011, respectively.

• Net income was $2.9 million for the three months ended June 30, 2012, compared with $3.5 million for the same period in 2011. For the six months ended June 30, 2012, net income was $5.6 million, compared with $6.8 million for the first half of 2011.

• Net income per diluted share was $0.61 and $0.73 for the three months ending June 30, 2012 and 2011, respectively. Net income per diluted share was $1.16 for the six months ending June 30, 2012 compared with $1.43 per share for the same period in 2011.

• The tax-equivalent net interest margin was 3.26% in the second quarter of 2012 compared with 3.53% in the second quarter of 2011.

• There was a negative provision for credit losses of $300,000 in the quarter and six months ended June 30, 2012, compared with provision expense of $160,000 and $360,000 in the year ago periods, respectively.

• Total non-performing assets were $6.7 million or 0.47% of total assets at June 30, 2012 compared with $9.3 million, or 0.63% at June 30, 2011 and $11.7 million or 0.83% at December 31, 2011.

• Non-interest income was 31.2% of total revenue in the first half of 2012 compared with 28.8% in the year ago period.

• Our efficiency ratio was 75.9% in the six months ended June 30, 2012 compared with 69.6% for the same period in 2011.

The following discussion is intended to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes contained elsewhere in this report.

Recent Legislative Updates

In June 2012, the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation issued three proposals that would amend the existing regulatory risk-based capital adequacy requirements of banks and bank holding companies. The proposed rules implement the "Basel III" regulatory capital reforms and changes required by the Dodd-Frank Act. The Basel III proposal would increase the minimum levels of required capital, narrow the definition of capital, and places much greater emphasis on common equity. The proposed rules will be subject to a comment period through September 7, 2012.

The proposed rules include new risk-based capital and leverage ratios, which would be phased in from 2013 to 2019, and would refine the definition of what constitutes "capital" for purposes of calculating those ratios. The proposed new minimum capital level requirements applicable to us and the Bank under the proposals would be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The proposed rules would also establish a "capital conservation buffer" of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.

The proposed rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that will no longer qualify as Tier 1 capital, such as trust preferred securities, which would be phased out over time. Although the Dodd-Frank Act only required the phase out of such instruments for institutions with total consolidated assets of $15 billion or more, the proposed rules would require almost all institutions to phase out instruments that will no longer qualify as Tier 1 capital, albeit on a longer time frame than for institutions with total consolidated assets of $15 billion or more.

The federal bank regulatory agencies also proposed revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions would take effect January 1, 2015. We are still in the process of assessing the impacts of these complex proposals.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2012 and 2011

General

Net income for the quarter ended June 30, 2012 was $2.9 million or $0.61 per diluted share compared to $3.5 million or $0.73 per diluted share in the year-ago quarter. The return on average assets and return on average shareholders' equity were 0.82% and 8.21%, respectively, for the second quarter of 2012, compared to 0.95% and 10.45%, respectively, for the second quarter of 2011.

Net income for the six months ended June 30, 2012 was $5.6 million or $1.16 per diluted share compared with $6.8 million or $1.43 per diluted share in the year ago period. The return on average assets and return on average shareholders' equity were 0.78% and 7.86%, respectively, for the first half of 2012, compared with 0.93% and $10.36%, respectively, for the first half of 2011.

Net interest income decreased $1.3 million and $2.4 million in the three and six month periods ended June 30, 2012, respectively, compared with the year-ago periods due to the continuing pressure on our net interest margin caused by the exceptionally low interest rate environment, which was partially mitigated by higher loan balances.

Net Interest Income

Net interest income totaled $10.0 million in the three months ended June 30, 2012, compared with $11.3 million in the year-ago quarter, and $9.8 million in the first quarter of 2012. The tax-equivalent net interest margin decreased 27 basis points in


the second quarter compared with the year-ago quarter due to the effect of persistently low interest rates on our interest-earning assets. The rate of margin decline slowed considerably in the first quarter of 2012 in large part due to a slowing in prepayments on our mortgage-backed securities portfolio. The net interest margin increased 4 basis points from the first to the second quarter of 2012 with most of the increase attributable to the accrual of $133,000 of interest on non-accrual commercial loans which were returned to performing status in the second quarter due to satisfactory payment performance of the former non-accrual loans sufficient to restore the loans to contractual terms. Average interest-earning assets decreased 4.0% in the second quarter of 2012 compared with the year-ago quarter.

The net interest margin on a tax-equivalent basis was 3.26% in the second quarter of 2012, compared with 3.53% in the year-ago quarter and 3.22% in the first quarter of 2012. The net interest margin in the second quarter adjusted for the recovery of non-accrual interest was 3.22%. The decrease in the net interest margin compared with the second quarter of 2011 was the result of a decrease in the tax-equivalent earning asset yield of 54 basis points in the second quarter compared with the year-ago quarter, which was partially offset by a decrease in the cost of interest-bearing liabilities of 29 basis points over the same period. On a linked-quarter basis, the decline in our earning-assets yield was 9 basis points in the second quarter, which was offset by a 15 basis-point drop in the cost of our interest-bearing liabilities. Adjusted for the recovery of non-accrual interest in the second quarter, our tax-equivalent earning asset yield declined 58 basis points and 13 basis points, compared with the year-ago quarter and the first quarter of 2012, respectively.

Average interest-earning assets were $1.3 billion in the second quarter, which was a decrease of $53.9 million or 4.0% from the year-ago quarter but was unchanged from the first quarter of 2012. Most of the decline from the year-ago quarter occurred in our securities portfolio, which was partially offset by a $58.0 million increase in federal funds sold and interest earning deposits. The average balance of our securities portfolio decreased 25% due to our decision to temporarily shrink the portfolio in the second half of 2011 due to the very low yields available on the types of securities in which we invest. Average loans and leases was roughly equal in the second quarter compared with the year-ago quarter as growth in our average commercial loan and consumer loan portfolios offset lower average lease balances. Total average loans and leases were 68.4% of total interest-earning assets in the second quarter of 2012, compared with 65.6% in the year-ago quarter and 67.1% in the first quarter of 2012.

Net interest income for the six months ended June 30, 2012 totaled $19.8 million, which was down $2.4 million or 11.0% compared with the year-ago period. The tax equivalent net interest margin was 3.24% for the six months ended June 30, 2012, compared to 3.49% for the first half of 2011. The tax-equivalent earning asset yield decreased 46 basis points in the first half of 2012 compared with the year-ago period, which was partially offset by a decrease of 22 basis points in the cost of interest-bearing liabilities over the same period.

Average interest-earning assets were $1.3 billion in the first half of 2012, which was a decrease of 3.9% from the first half of 2011. The changes in the average balances of securities and loans for the first half of 2012 compared with the year-ago period were similar to that as discussed above for the second quarter. Total average loans and leases were 67.7% of total interest-earning assets in the first half of 2012, compared with 65.7% in the year-ago period.

Since December 2008 the Federal Reserve has maintained its target fed funds rate between zero and 0.25%, and has carried out a number of policy actions designed to lower long-term interest rates. These monetary policy actions, along with volatility in equity markets, economic recession and federal government economic stimulus efforts, among other factors, have caused yields on U.S. Treasury securities to drop to exceptionally low levels throughout much of the past four years. This persistently low interest rate environment has caused an ongoing decline over the past four years in the returns on our interest-earning assets, consistent with much of the financial industry. The tax-equivalent yield on our securities portfolio decreased 50 basis points in the second quarter of 2012 compared to the year-ago quarter. The yield on our commercial loans, residential loans and consumer (including indirect) loans decreased 10 basis points, 33 basis points and 73 basis points, respectively, in the second quarter of 2012 compared to the second quarter of 2011.

The cost of our interest-bearing liabilities decreased in the second quarter of 2012 compared to the year-ago quarter due to a combination of the low interest rate environment, our deposit pricing strategies and a deposit mix that remains heavily weighted in low-cost interest-bearing transaction accounts (demand, savings and money market) whose rates can be immediately changed at our discretion. Average interest-bearing transaction accounts comprised 57.5% of total average interest-bearing deposits in the second quarter, compared to 55.3% in the year-ago period. The average cost of money market and time deposits dropped 20 basis points and 39 basis points, respectively in the second quarter compared to the year-ago quarter. We also reduced our cost of FHLB advances by 25 basis points in the second quarter compared to the second quarter of 2011 primarily through a restructuring of FHLB advances totaling $50.0 million in June 2012. The restructurings resulted in prepayment penalties of $2.1 million which will be amortized as an adjustment to interest expense over the remaining term of the restructured debt in accordance with U.S. generally accepted accounting principles. The restructuring had the effect of extending the maturities of the restructured borrowings by 3.3 years and lowering the annual average effective cost by 148 basis points.


Our liability mix remained favorably weighted towards transaction accounts (including non-interest bearing demand deposits) in the second quarter as retail and municipal depositors continue to refrain from investing funds in time accounts at what are very low, yet competitive rates, and also because of the buildup of cash on corporate customers' balance sheets. The aggregate average balance of transaction accounts was $835.7 million or 75.5% of total deposits in the second quarter, compared with $812.8 million or 70.5% in the year-ago quarter. Average time account balances in the second quarter were $271.9 million or 24.5% of total average deposits, compared with $339.6 million or 29.5% in the year-ago quarter. Our ability to gather and retain transaction deposits in recent years has been greatly enhanced by our strong financial position and earnings performance, enhanced product offerings including upgraded treasury management and internet banking platforms, and a high positive awareness of our brand. Environmental factors such as equity market volatility and risk aversion among retail investors have also played a role in the growth in our transaction accounts.

Our tax-equivalent net interest margin declined over the course of 2011 and into the first quarter of 2012 as decreases in the cost of our interest-bearing liabilities did not keep pace with declines in the yield on our interest-earning assets. The declining trend in our net interest margin that we have experienced in recent quarters is likely to continue in coming quarters as the persistently low interest rate environment continues to negatively affect the return on our loan and investment portfolios, while our ability to further reduce our funding costs is limited. The pressure on our net interest margin along with weak economic conditions, uneven loan demand and competition may result in further declines in net interest income in coming quarters.


Average Balance Sheet and Net Interest Analysis

The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated. Interest income and yield information is adjusted for items exempt from federal income taxes ("nontaxable") and assumes a 34% tax rate. Non-accrual loans have been included in the average balances. Securities are shown at average amortized cost.

                                                                     For the three months ended June 30,
                                                               2012                                        2011
                                                               Interest                                    Interest
                                                Average         Earned/       Yield         Average         Earned/       Yield
                                                Balance          Paid          Rate         Balance          Paid          Rate
                                                                            (Dollars in thousands)
Assets:
Interest earning assets:
Federal funds sold and interest bearing
deposits                                      $    60,602      $      41        0.27 %    $     2,590      $       1        0.08 %
Taxable investment securities                     261,524          1,678        2.57 %        366,959          3,015        3.29 %
Nontaxable investment securities                   75,135          1,034        5.50 %         81,453          1,156        5.67 %
FHLB and FRB stock                                  7,949             98        4.91 %          8,664             95        4.41 %
Residential real estate loans(1)                  319,128          3,940        4.94 %        330,713          4,360        5.27 %
Commercial loans and commercial real estate       260,994          3,104        4.76 %        243,601          2,977        4.89 %
Nontaxable commercial loans                        12,106            173        5.71 %          9,349            121        5.17 %
Taxable leases (net of unearned discount)           6,429             96        5.94 %         23,323            342        5.87 %
Nontaxable leases (net of unearned
discount)                                           9,234            147        6.36 %         12,104            192        6.33 %
Indirect auto loans                               181,277          1,547        3.41 %        167,679          1,840        4.39 %
Consumer loans                                     88,124            820        3.72 %         89,923            896        3.98 %

Total interest-earning assets                 $ 1,282,502      $  12,678        3.95 %    $ 1,336,358      $  14,995        4.49 %

Non-interest earning assets:
Other assets                                      134,168                                     132,827
Less: Allowance for credit losses                  (9,342 )                                   (10,759 )
Net unrealized gains on
securities available-for-sale                      11,712                                       8,285

Total assets                                  $ 1,419,040                                 $ 1,466,711

Liabilities and shareholders' equity:
Interest bearing liabilities:
Demand deposits                               $   151,199      $      28        0.08 %    $   148,821      $      61        0.17 %
Savings deposits                                  114,261             24        0.08 %        107,897             55        0.20 %
MMDA deposits                                     371,722            252        0.27 %        380,558            447        0.47 %
Time deposits                                     271,898            891        1.31 %        339,578          1,446        1.70 %
Borrowings                                        127,020            847        2.67 %        139,863          1,021        2.92 %
Junior subordinated obligations issued to
unconsolidated trusts                              25,774            170        2.64 %         25,774            158        2.45 %

Total interest-bearing liabilities            $ 1,061,874      $   2,212        0.83 %    $ 1,142,491      $   3,188        1.12 %

Non-interest bearing liabilities:
Demand deposits                                   198,538                                     175,565
Other liabilities                                  16,393                                      15,490
Shareholders' equity                              142,235                                     133,165

Total liabilities and shareholders' equity    $ 1,419,040                                 $ 1,466,711

Net interest income                                            $  10,466                                   $  11,807

Net interest rate spread                                                        3.12 %                                      3.37 %
Net interest margin                                                             3.26 %                                      3.53 %
Federal tax exemption on non-taxable
investment securities, loans and leases
included in interest income                                         (461 )                                      (501 )

Net interest income                                            $  10,005                                   $  11,306

(1) Includes loans held-for-sale

--------------------------------------------------------------------------------
                                                               For the six months ended June 30,
                                                        2012                                        2011
                                                        Interest                                    Interest
                                         Average         Earned/       Yield         Average         Earned/       Yield
                                         Balance          Paid          Rate         Balance          Paid          Rate
                                                                     (Dollars in thousands)
Assets:
Interest earning assets:
Federal funds sold and interest
bearing deposits                       $    62,117      $      75        0.24 %    $     9,243      $       5        0.09 %
Taxable investment securities              267,229          3,467        2.60 %        360,444          5,746        3.19 %
Nontaxable investment securities            76,118          2,098        5.51 %         80,120          2,269        5.67 %
FHLB and FRB stock                           8,152            210        5.16 %          8,559            224        5.24 %
Residential real estate loans(1)           316,761          7,924        5.00 %        331,601          8,666        5.23 %
Commercial loans and commercial real
estate                                     260,593          6,119        4.70 %        237,151          5,851        4.93 %
Nontaxable commercial loans                 11,928            342        5.73 %          9,253            238        5.15 %
Taxable leases (net of unearned
discount)                                    9,261            266        5.74 %         25,084            737        5.88 %
Nontaxable leases (net of unearned
discount)                                    9,849            316        6.41 %         12,338            395        6.41 %
Indirect auto loans                        171,338          3,122        3.64 %        170,297          3,812        4.48 %
Consumer loans                              88,651          1,679        3.79 %         90,347          1,798        3.98 %

Total interest-earning assets          $ 1,281,997      $  25,618        4.00 %    $ 1,334,437      $  29,741        4.46 %

Non-interest earning assets:
Other assets                               124,611                                     134,256
Less: Allowance for credit losses          (10,049 )                                   (10,868 )
Net unrealized gains on securities
available-for-sale                          11,647                                       6,621

Total assets                           $ 1,418,206                                 $ 1,464,446

Liabilities and shareholders'
equity:
Interest bearing liabilities:
Demand deposits                        $   151,446      $      66        0.09 %    $   153,228      $     129        0.17 %
Savings deposits                           111,022             55        0.10 %        105,286            112        0.21 %
MMDA deposits                              365,279            530        0.29 %        379,797            894        0.47 %
Time deposits                              283,258          2,032        1.43 %        340,238          2,934        1.72 %
Borrowings                                 129,633          1,808        2.79 %        138,246          2,083        3.01 %
Junior subordinated obligations
issued to unconsolidated trusts             25,774            343        2.66 %         25,774            315        2.44 %

Total interest-bearing liabilities     $ 1,066,412      $   4,834        0.91 %    $ 1,142,569      $   6,467        1.13 %

Non-interest bearing liabilities:
Demand deposits                            193,583                                     175,179
Other liabilities                           16,777                                      15,741
Shareholders' equity                       141,434                                     130,957

Total liabilities and shareholders'
equity                                 $ 1,418,206                                 $ 1,464,446

Net interest income (tax-equivalent)                    $  20,784                                   $  23,274

Net interest rate spread                                                 3.09 %                                      3.33 %
Net interest margin (tax-equivalent)                                     3.24 %                                      3.47 %
Federal tax exemption on non-taxable
investment securities, loans and
leases included in interest income                           (938 )                                      (985 )

Net interest income                                     $  19,846                                   $  22,289

(1) Includes loans held-for-sale


Rate/Volume Analysis

The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of earning assets and interest-bearing liabilities, and from changes in rates for the periods indicated. Volume changes are computed by multiplying the volume difference by the prior period's rate. Rate changes are computed by multiplying the rate difference by the prior period's balance. The change in interest income and expense due to both rate and volume has been allocated proportionally between the volume and rate variances (in thousands).

                                           For the three months ended                 For the six months ended
                                                  June 30, 2012                            June 30, 2012
                                                   Compared to                              Compared to
                                                  June 30, 2011                            June 30, 2011
                                           Increase/(Decrease) Due To                Increase/(Decrease) Due To
                                                                    Net                                       Net
                                       Volume         Rate         Change        Volume         Rate         Change
Federal funds sold                     $    36      $      4      $     40      $     54      $     16      $     70
Taxable investment securities             (759 )        (578 )      (1,337 )      (1,329 )        (950 )      (2,279 )
Non-taxable investment securities          (88 )         (34 )        (122 )        (109 )         (62 )        (171 )
. . .
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