SEC Comment Letter for ARROW FINANCIAL CORP (AROW) (CIK 0000717538) (AROW) — Jun 14, 2006
ARROW FINANCIAL CORP (AROW) (CIK 0000717538)
Date: June 14, 2006 · CIK: 0000717538 · Accession: 0000000000-06-028005
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-12507
Letter
Mail Stop 4561 June 14, 2006 By U.S. Mail and Facsimile to (518) 745-5513 Mr. John J. Murphy Chief Financial Officer Arrow Financial Corporation 250 Glen Street Glens Falls, New York 12801
Re: Arrow Financial Corporation Form 10-K for Fiscal Year Ended December 31, 2005 Filed March 14, 2006 File No. 000-12507
Dear Mr. Murphy:
We have limited our review to the issu e addressed in our comment. We have reviewed your filing and have the followi ng comment. Where indicated, we think you should revise your future filings, beginning with your Form 10-Q for the period ended June 30, 2006, in response to this comment. If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary. Please be as detailed as necessary in your explanat ion. After reviewing your response, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Consolidated Statement of Cash Flows, page 55 1. We note that you have presented your cash flows related to your acquisition activity as financing cash flows. In regards to your presentation of the acquisitions, please revise future filings to disclose the following:
• The authoritative basis relied on in determining that these cash flows should be classified as financing activities.
Mr. John J. Murphy Arrow Financial Corporation June 14, 2006 Page 2
• We note that you have presented $47 million as a financing cash inflow from branch acquisitions. Pl ease revise to clarify where the cash outflow for the acquisition is reflected in this statement.
• We note on page 57 of your filing that your 2004 acquisition of CFG was completed through the exchange of shares, which appears to be a non-cash transaction; however, the tr ansaction is presented as a cash inflow on your statement of cash flows. Please disclose how you determined the issuance of shares for your subsidiary represents a financing cash inflow.
* * *
As appropriate, please revise your futu re filings, beginning with the Form 10-Q for the period ending June 30, 2006, and respond to this comment within 10 business days or tell us when you will provide us with a response. Please provide us with your response to our comment along wi th drafts of the revised di sclosures to be included in your future filings. Please furnish a cove r letter with your resp onse that keys your response to our comment and pr ovides any requested informa tion. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your proposed future di sclosures and response to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. John J. Murphy Arrow Financial Corporation June 14, 2006 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Margaret Fitzgerald, Staff Accountant, at (202) 551-3556 or me at (202) 551-3851 if you have questions regard ing this comment and related matters.
Sincerely,
Paul Cline
Senior Accountant
Show Raw Text
Mail Stop 4561
June 14, 2006
By U.S. Mail and Facsimile to (518) 745-5513
Mr. John J. Murphy
Chief Financial Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
Re: Arrow Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 14, 2006
File No. 000-12507
Dear Mr. Murphy:
We have limited our review to the issu e addressed in our comment. We have
reviewed your filing and have the followi ng comment. Where indicated, we think you
should revise your future filings, beginning with your Form 10-Q for the period ended
June 30, 2006, in response to this comment. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary. Please
be as detailed as necessary in your explanat ion. After reviewing your response, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Consolidated Statement of Cash Flows, page 55
1. We note that you have presented your cash flows related to your acquisition activity as financing cash flows. In regards to your presentation of the
acquisitions, please revise future filings to disclose the following:
• The authoritative basis relied on in determining that these cash flows should be classified as financing activities.
Mr. John J. Murphy
Arrow Financial Corporation
June 14, 2006 Page 2
• We note that you have presented $47 million as a financing cash
inflow from branch acquisitions. Pl ease revise to clarify where the
cash outflow for the acquisition is reflected in this statement.
• We note on page 57 of your filing that your 2004 acquisition of CFG
was completed through the exchange of shares, which appears to be a
non-cash transaction; however, the tr ansaction is presented as a cash
inflow on your statement of cash flows. Please disclose how you
determined the issuance of shares for your subsidiary represents a financing cash inflow.
* * *
As appropriate, please revise your futu re filings, beginning with the Form 10-Q
for the period ending June 30, 2006, and respond to this comment within 10 business days or tell us when you will provide us with a response. Please provide us with your
response to our comment along wi th drafts of the revised di sclosures to be included in
your future filings. Please furnish a cove r letter with your resp onse that keys your
response to our comment and pr ovides any requested informa tion. Detailed cover letters
greatly facilitate our review. Please understand that we may have additional comments
after reviewing your proposed future di sclosures and response to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
Mr. John J. Murphy
Arrow Financial Corporation
June 14, 2006 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Margaret Fitzgerald, Staff Accountant, at (202) 551-3556 or me
at (202) 551-3851 if you have questions regard ing this comment and related matters.
Sincerely,
Paul Cline
Senior Accountant