[LOGO] FIRST NIAGARA FINANCIAL GROUP, INC. FIRST NIAGARA FINANCIAL GROUP, INC. REPORTS A 34% INCREASE IN NET INCOME OVER THE PRIOR YEAR 4TH QUARTER Lockport, N.Y. - January 19, 2005 - First Niagara Financial Group, Inc. (NASDAQ: FNFG), today announced that net income for the quarter ended December 31, 2004 was $13.6 million, or $0.17 per diluted share compared to $10.1 million, or $0.15 per diluted share for the same period of 2003. This represents a 34% increase in net income and a 13% increase in diluted earnings per share over the prior year fourth quarter. In comparison to the third quarter of 2004, net income increased from $13.3 million or $0.17 per diluted share. For the year, net income was $51.8 million, or $0.65 per diluted share compared to 2003 earnings of $36.1 million, or $0.53 per diluted share. That represents a 44% increase in net income and a 23% increase on a per share basis for the year. "We are very pleased with our 2004 results, which is the sixth consecutive year we have achieved double digit earnings per share growth," stated President and CEO, Paul J. Kolkmeyer. "These financial results are even more gratifying given all that we accomplished throughout the year. During 2004 our commercial mortgage and business loan portfolio increased by 18%, while credit quality remained strong. We also furthered our de novo branching strategy, which contributed to an 11% growth in core deposits. This growth, combined with our balance sheet management initiatives resulted in modest margin expansion during a challenging rate environment. Most importantly, we successfully refined our strategic and business plans for the future. All of this was achieved while closing and integrating the Troy Financial acquisition and preparing for the acquisition of Hudson River. Regarding this acquisition, I am pleased to report that through the hard work and dedication of many First Niagara and Hudson River team members, we successfully completed the transaction on January 14th and that all major systems and branch conversions occurred over this past weekend with no significant problems to report." Net interest income increased to $40.9 million during the fourth quarter of 2004 driven by a combination of commercial mortgage and home equity loan growth and a higher level of commercial real estate prepayment fees. Even with these additional prepayments, total commercial loans increased at an annualized rate of 14% from the linked quarter, including a 19% annualized increase in commercial real estate loans. These increases continue to be driven by the Company deepening relationships and being responsive to the financial needs of its customers. The growth in home equity lending reflects the continuing focus on this relationship building product, which increased $10.8 million or 18% on an annualized basis from the third quarter. As of December 31, 2004, non-performing loans decreased to 0.37% of total loans, the Company's lowest level in eight quarters. The allowance for credit losses was 1.27% of total loans and 344% of non-performing loans at December 31, 2004. Total deposits of $3.3 billion at the end of the quarter were up modestly from the September 30, 2004 amount, which reflects the challenge of gathering lower cost core deposits in a low growth market. Core deposits increased $19.8 million, or 4% on an annualized basis, while time deposit balances remained consistent with linked quarter amounts. Our targeted marketing and sales efforts and commercial business development activities that generated the increase in the core account will be continued given the importance of consistently growing lower-cost deposits. The Company's net interest rate spread and margin for the quarter was 3.40% and 3.69%, respectively. However, excluding the benefit of the additional commercial mortgage prepayment fees earned in the fourth quarter, the net interest rate spread and margin were more consistent with the linked quarter amounts of 3.32% and 3.60%, respectively. Noninterest income increased to $13.5 million for the fourth quarter. Increases in core banking fees were supplemented by additional income from the leasing company acquired in September 2004. Noninterest income continues to be a strong source of diversified revenue, amounting to 25% of net revenues for the fourth quarter of 2004. Noninterest expense for the three months ended December 31, 2004 was $32.0 million versus $30.4 million for the three months ended September 30, 2004. Fourth quarter expenses include approximately $800 thousand incurred in preparation for the Hudson River integration, as well as costs associated with the on-going development and implementation of the Company's strategic plan, growth of our lending and leasing businesses and expansion of our branch network. While the integration of the Hudson River franchise and the investment in our strategic initiatives will continue to impact operating expenses in 2005, the current year efficiency ratio of 58% is expected to improve as a result of revenue growth, cost control and the synergies obtained from the acquisition of Hudson River. During the quarter ended December 31, 2004, the Company completed its 2.1 million share repurchase program announced in the third quarter of 2003 and made additional buybacks under its 4.2 million share repurchase program, announced earlier this year. In total, the Company repurchased 1.1 million of its shares during the fourth quarter. Outlook - "Our initiatives for 2005 will be guided by our strategic plan for the future, which will enhance the Company's performance by providing our customers with a higher level of relationship based customer service," stated Executive Vice President and CFO, John R. Koelmel. "While effectively integrating Hudson River, we will continue to focus our growth efforts on our commercial and home equity loan portfolios and core deposits. In addition, our 2005 plan calls for the continuation of our de novo and financial services expansion strategies. With these initiatives in mind, and considering the impact of an estimated $3.0 million of pre-tax Hudson integration expenses which will be incurred during the first two quarters, we are comfortable with the current analyst consensus estimate of $0.82 per diluted share for 2005. That would equate to 26% annualized growth and assumes double digit core growth as well as at least 13% accretion for Hudson River." Profile - As a result of the Hudson River Bancorp acquisition, which closed on January 14, 2005, First Niagara Financial Group, Inc., through its wholly owned subsidiary First Niagara Bank, now has assets of $7.8 billion and deposits of $5.1 billion. First Niagara Bank is a full-service, community-oriented bank that provides financial services to individuals, families and businesses through 116 branches and several financial services subsidiaries across New York State. Conference Call - A conference call will be held at 11:00 a.m. Eastern Time on Wednesday January 19, 2005 to discuss these fourth quarter results, as well as the Company's strategy and future outlook. Those wishing to participate may dial 1-877-709-8150. A replay of the call will be available until January 25, 2005 by dialing 1-877-660-6853, account number 6340, conference number 130201. Forward-Looking Statements - This press release contains forward-looking statements with respect to the financial condition and results of operations of First Niagara Financial Group, Inc. including, without limitations, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including an increase in non-performing loans that could result from an economic downturn; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses; and (7) increased risk associated with an increase in commercial real-estate and business loans and non-performing loans. Officer Contacts Paul J. Kolkmeyer............. President and CEO John R. Koelmel............... Chief Financial Officer Christopher J. Thome.......... Reporting and Investor Relations Manager (716) 625-7645 chris.thome@fnfg.com Leslie G. Garrity............. Public Relations and Corporate Communications Manager (716) 625-7528 leslie.garrity@fnfg.com First Niagara Financial Group, Inc. Summary of Quarterly Financial Data 2004 2003 -------------------------------------------------------------- ------------ December 31, September 30, June 30, March 31, December 31, ------------ ------------- ----------- ----------- ------------ =============================================================================================================================== SELECTED FINANCIAL DATA (Amounts in thousands) =============================================================================================================================== Total assets $ 5,078,374 5,065,135 5,025,940 4,979,890 3,589,507 Total interest-earning assets $ 4,444,934 4,410,707 4,384,094 4,335,885 3,261,953 Money market investments $ 3,300 12,862 3,230 32,373 124,255 Securities, at amortized cost $ 1,177,835 1,177,043 1,214,248 1,232,352 846,450 Loans: Real estate: Residential $ 1,132,471 1,150,032 1,162,544 1,154,084 948,877 Home equity $ 247,190 236,357 227,544 221,486 179,282 Commercial and multi-family $ 1,081,709 1,052,875 1,014,178 970,516 653,976 Commercial construction $ 187,149 159,670 135,359 107,323 86,154 ----------- ----------- ----------- ----------- ----------- Total real estate loans $ 2,648,519 2,598,934 2,539,625 2,453,409 1,868,289 ----------- ----------- ----------- ----------- ----------- Commercial business $ 424,878 422,656 417,027 402,261 215,000 Consumer $ 174,309 185,518 193,608 207,834 202,630 Net deferred costs and discounts $ 8,971 9,113 9,761 10,394 8,704 ----------- ----------- ----------- ----------- ----------- Total loans $ 3,256,677 3,216,221 3,160,021 3,073,898 2,294,623 Allowance for credit losses $ 41,422 41,273 41,434 40,766 25,420 ----------- ----------- ----------- ----------- ----------- Loans, net $ 3,215,255 3,174,948 3,118,587 3,033,132 2,269,203 Goodwill and other intangibles $ 345,660 347,865 347,936 348,980 114,698 Total interest-bearing liabilities $ 3,796,877 3,756,581 3,741,917 3,711,906 2,642,798 Deposits: Interest-bearing: Savings $ 1,086,769 1,066,321 1,063,799 1,049,151 654,320 Checking $ 912,598 919,378 908,309 869,556 538,967 Certificates of deposit $ 1,046,824 1,045,604 1,055,993 1,131,373 991,545 Noninterest-bearing $ 291,491 285,322 290,926 248,970 170,384 ----------- ----------- ----------- ----------- ----------- Total deposits $ 3,337,682 3,316,625 3,319,027 3,299,050 2,355,216 Short-term borrowings $ 209,236 192,282 196,006 154,383 87,148 Long-term borrowings $ 541,450 532,996 517,810 507,443 370,818 Stockholders' equity $ 928,162 937,307 925,750 938,023 728,174 Tangible equity (1) $ 582,502 589,442 577,814 589,043 613,476 Fair value adjustment included in stockholders' equity $ (5,106) (3,625) (9,298) 4,011 (341) Common shares outstanding (2) 78,277 79,246 79,332 79,712 66,326 Total loans serviced for others $ 325,125 326,936 331,927 347,291 246,078 =============================================================================================================================== CAPITAL =============================================================================================================================== Tier 1 risk based capital 16.40% 16.43% 16.66% 16.94% 17.94% Total risk based capital 17.65% 17.68% 17.91% 18.19% 19.04% Tier 1 (core) capital 11.40% 11.31% 11.37% 11.53% 11.92% Tangible capital 11.40% 11.31% 11.37% 11.53% 11.87% Equity to assets 18.28% 18.51% 18.42% 18.84% 20.29% Book value per share (2) $ 11.86 11.83 11.67 11.77 10.98 Tangible book value per share (1)(2) $ 7.44 7.44 7.28 7.39 9.25 =============================================================================================================================== ASSET QUALITY DATA (Amounts in thousands) =============================================================================================================================== Non-performing loans: Residential $ 4,276 4,536 4,685 4,410 3,905 Home equity $ 519 390 484 440 401 Commercial real-estate and multi-family $ 3,416 5,414 4,612 7,057 3,878 Consumer $ 801 677 830 594 538 Commercial business $ 3,016 3,922 2,712 3,771 3,583 ----------- ----------- ----------- ----------- ----------- Total non-performing loans $ 12,028 14,939 13,323 16,272 12,305 Other non-performing assets $ 740 691 400 563 543 ----------- ----------- ----------- ----------- ----------- Total non-performing assets $ 12,768 15,630 13,723 16,835 12,848 Provision for credit losses $ 1,846 1,742 3,104 1,750 2,007 Net loan charge-offs $ 1,696 1,903 2,436 1,054 1,806 Net charge-offs to average loans (annualized) 0.21% 0.24% 0.32% 0.14% 0.31% Provision for credit losses as a percentage of net loan charge-offs 108.84% 91.54% 127.42% 166.03% 111.13% Total non-performing loans to total loans 0.37% 0.46% 0.42% 0.53% 0.54% Total non-performing assets as a percentage of total assets 0.25% 0.31% 0.27% 0.34% 0.36% Allowance for credit losses to total loans 1.27% 1.28% 1.31% 1.33% 1.11% Allowance for credit losses to non-performing loans 344.38% 276.28% 311.00% 250.53% 206.58% - ------------------------------------------------------------------------------------------------------------------------------- Personnel FTE 1,200 1,207 1,196 1,177 944 Number of banking centers 71 71 70 68 47 First Niagara Financial Group, Inc. Summary of Quarterly Financial Data (Cont'd) 2004 2003 ------------------------------------------------------------------ ------------------------ Year Ended Fourth Third Second First Year Ended Fourth December 31, Quarter Quarter Quarter Quarter December 31, Quarter ------------ -------- -------- -------- -------- ------------ -------- =================================================================================================================================== SELECTED OPERATIONS DATA (Amounts in thousands) =================================================================================================================================== Interest income $224,578 58,954 56,818 55,750 53,056 169,959 42,450 Interest expense $ 68,476 18,028 17,180 16,815 16,453 62,544 14,197 -------- -------- -------- -------- -------- -------- -------- Net interest income $156,102 40,926 39,638 38,935 36,603 107,415 28,253 Provision for credit losses $ 8,442 1,846 1,742 3,104 1,750 7,929 2,007 -------- -------- -------- -------- -------- -------- -------- Net interest income after provision for credit losses $147,660 39,080 37,896 35,831 34,853 99,486 26,246 Noninterest income: Banking services $ 19,818 5,378 5,296 4,934 4,210 16,445 4,110 Risk management services $ 17,391 4,193 4,308 4,442 4,448 14,765 4,007 Wealth management services $ 4,764 1,172 1,257 1,261 1,074 3,525 726 Lending and leasing $ 3,918 1,123 943 929 923 3,617 906 Bank-owned life insurance $ 3,761 860 826 1,208 867 3,502 809 Net realized gains on securities available for sale $ 60 -- -- -- 60 9 51 Other $ 2,154 795 477 613 269 1,516 544 -------- -------- -------- -------- -------- -------- -------- Total noninterest income $ 51,866 13,521 13,107 13,387 11,851 43,379 11,153 Noninterest expense: Salaries and benefits $ 65,264 16,676 16,790 15,915 15,883 50,377 12,743 Occupancy and equipment $ 12,513 2,958 3,079 3,120 3,356 9,315 2,331 Technology and communications $ 11,230 3,064 2,828 2,772 2,566 9,647 2,397 Marketing and advertising $ 4,738 1,403 998 1,381 956 3,205 541 Professional services $ 5,117 1,889 1,460 987 781 2,210 977 Amortization of intangibles $ 4,605 1,218 1,182 1,164 1,041 1,384 378 Other $ 17,383 4,836 4,041 4,510 3,996 12,139 3,371 -------- -------- -------- -------- -------- -------- -------- Total noninterest expense $120,850 32,044 30,378 29,849 28,579 88,277 22,738 Income from continuing operations before income taxes $ 78,676 20,557 20,625 19,369 18,125 54,588 14,661 Income taxes from continuing operations $ 26,859 6,998 7,295 6,356 6,210 18,646 4,551 -------- -------- -------- -------- -------- -------- -------- Income from continuing operations $ 51,817 13,559 13,330 13,013 11,915 35,942 10,110 Income (loss) from discontinued operations, net of tax (3) $ -- -- -- -- -- 164 (22) -------- -------- -------- -------- -------- -------- -------- Net income $ 51,817 13,559 13,330 13,013 11,915 36,106 10,088 ======== ======== ======== ======== ======== ======== ======== =================================================================================================================================== STOCK AND RELATED PER SHARE DATA =================================================================================================================================== Net income per share: Basic $ 0.66 0.17 0.17 0.16 0.15 0.55 0.15 Diluted $ 0.65 0.17 0.17 0.16 0.15 0.53 0.15 Cash dividends $ 0.30 0.08 0.08 0.07 0.07 0.22 0.06 Dividend payout ratio 45.45% 47.06% 47.06% 43.75% 46.67% 40.00% 40.00% Dividend yield (annualized) 2.15% 2.28% 2.38% 2.35% 2.06% 1.47% 1.59% Market price (NASDAQ: FNFG): High $ 15.78 14.85 14.00 14.13 15.78 16.55 15.64 Low $ 11.49 13.18 11.84 11.49 13.32 10.11 13.85 Close $ 13.95 13.95 13.38 12.00 13.64 14.97 14.97 =================================================================================================================================== SELECTED RATIOS (Annualized) =================================================================================================================================== Net income: Return on average assets 1.05% 1.06% 1.05% 1.05% 1.02% 1.02% 1.13% Return on average equity 5.59% 5.76% 5.67% 5.60% 5.29% 5.19% 5.50% Return on average tangible equity (1) 8.75% 9.16% 9.04% 8.93% 7.91% 6.15% 6.53% As a percentage of average assets: Noninterest income 1.05% 1.06% 1.04% 1.08% 1.01% 1.23% 1.25% Noninterest expense 2.44% 2.51% 2.40% 2.41% 2.44% 2.50% 2.54% -------- -------- -------- -------- -------- -------- -------- Net overhead 1.39% 1.45% 1.36% 1.33% 1.43% 1.27% 1.29% Efficiency ratio 58.11% 58.85% 57.59% 57.05% 58.98% 58.54% 57.70% First Niagara Financial Group, Inc. Summary of Quarterly Financial Data (Cont'd) 2004 2003 -------------------------------------------------------------------- -------------------------- Year Ended Fourth Third Second First Year Ended Fourth December 31, Quarter Quarter Quarter Quarter December 31, Quarter ------------ ---------- ---------- ---------- ---------- ------------ ---------- =================================================================================================================================== SELECTED AVERAGE BALANCES (Amounts in thousands) =================================================================================================================================== Total assets $4,949,717 5,075,322 5,033,077 4,986,412 4,701,761 3,531,697 3,545,301 Total interest-earning assets $4,332,665 4,439,570 4,408,057 4,361,984 4,117,336 3,226,208 3,228,756 Money market investments $ 28,664 11,519 20,125 24,166 59,130 220,330 137,175 Securities, at amortized cost $1,177,203 1,175,149 1,191,767 1,221,772 1,119,987 737,703 774,734 Loans (4) $3,109,335 3,230,411 3,177,191 3,099,987 2,927,675 2,255,703 2,308,146 Goodwill and other intangibles $ 335,796 347,376 347,715 348,534 299,300 109,207 114,876 Interest-bearing liabilities: Savings accounts $1,033,983 1,075,082 1,074,032 1,056,289 929,639 670,785 646,954 Checking $ 889,372 918,571 928,300 893,854 816,016 525,346 537,431 Certificates of deposit $1,081,034 1,043,603 1,039,097 1,095,011 1,147,295 998,428 992,314 Other borrowed funds $ 677,784 741,044 686,437 672,731 610,134 431,299 426,005 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total interest-bearing liabilities $3,682,173 3,778,300 3,727,866 3,717,885 3,503,084 2,625,858 2,602,704 Interest-bearing deposits $3,004,389 3,037,256 3,041,429 3,045,154 2,892,950 2,194,559 2,176,699 Noninterest-bearing deposits $ 275,227 292,066 303,244 271,090 234,016 155,546 163,960 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total deposits $3,279,616 3,329,322 3,344,673 3,316,244 3,126,966 2,350,105 2,340,659 Stockholders' equity $ 927,757 936,373 934,555 934,769 905,161 695,914 727,413 Tangible equity (1) $ 591,961 588,997 586,840 586,235 605,861 586,707 612,537 Common shares outstanding (2): Basic 78,750 78,735 79,257 79,595 77,407 66,111 66,289 Diluted 79,970 79,882 80,312 80,731 78,917 67,754 67,941 =================================================================================================================================== SELECTED AVERAGE YIELDS/RATES =================================================================================================================================== Investment securities 2.86% 2.97% 2.91% 2.77% 2.78% 2.35% 2.76% Loans 6.14% 6.21% 6.05% 6.12% 6.20% 6.64% 6.37% Total interest-earning assets 5.18% 5.30% 5.15% 5.12% 5.16% 5.27% 5.24% Savings accounts 0.94% 1.01% 0.95% 0.93% 0.88% 1.01% 0.75% Interest-bearing checking 0.93% 1.02% 0.94% 0.89% 0.86% 0.91% 0.83% Certificates of deposit 2.21% 2.24% 2.17% 2.14% 2.29% 2.93% 2.61% Other borrowed funds 3.91% 3.80% 3.90% 3.92% 4.07% 5.04% 4.95% Total interest-bearing liabilities 1.86% 1.90% 1.83% 1.82% 1.89% 2.38% 2.16% Net interest rate spread 3.32% 3.40% 3.32% 3.30% 3.27% 2.89% 3.08% Net interest rate margin 3.60% 3.69% 3.60% 3.57% 3.56% 3.33% 3.50% - ---------- (1) Excludes goodwill and other intangible assets. (2) Excludes unallocated ESOP shares and unvested restricted stock shares. (3) Effective February 19, 2003, First Niagara Bank sold NOVA Healthcare Administrators, Inc., its wholly- owned third-party benefit plan administrator subsidiary. For the periods presented, the Company has reported the results of operations from NOVA as "Discontinued Operations." 2003 Year-End amounts include the net gain realized on the sale of $208,000. (4) Net of deferred costs and unearned discounts.