Arrow Financial (AROW) - 2023 Q4 - Annual Report

PART I Item 1. Business Arrow Financial Corporation is a two-bank holding company providing diverse banking, lending, trust, and insurance services in upstate New York, subject to extensive federal and state regulations - Arrow Financial Corporation is a two-bank holding company with subsidiaries Glens Falls National Bank and Trust Company (GFNB) and Saratoga National Bank and Trust Company (SNB)[7] Subsidiary Bank Overview (as of Dec 31, 2023) | Metric | Glens Falls National | Saratoga National | | :--- | :--- | :--- | | Total Assets | $3,274,507 thousand | $1,062,118 thousand | | Trust Assets Under Administration | $1,625,139 thousand | $138,055 thousand | | Date Organized | 1851 | 1988 | | Employees (FTE) | 480 | 57 | | Offices | 26 | 11 | - The company's lending activities include commercial and industrial loans, residential and commercial mortgages, and consumer financing, with a significant indirect auto lending program in upstate New York and Vermont[19] - Arrow and its subsidiary banks are subject to extensive regulation by the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), and the New York State Department of Financial Services[22] - The company has opted out of the Community Bank Leverage Ratio (CBLR) framework, remaining subject to the more stringent Capital Rules under Dodd-Frank. As of December 31, 2023, Arrow and its banks exceeded all minimum capital ratios and were classified as 'well-capitalized'[25][28][29] - Arrow emphasizes its commitment to Environmental, Social, and Governance (ESG) principles, detailing initiatives for employees, customers, communities, and shareholders, including diversity efforts, energy-saving renovations, and significant community donations and volunteer hours[46][47][49][51] Item 1A. Risk Factors The company faces significant risks from macroeconomic conditions, intense competition, operational challenges, financial volatility, and material weaknesses in internal controls - Macroeconomic risks include sensitivity to downturns in regional or the U.S. economy, the adverse impact of high inflation on operational costs and customer loan repayment ability, and intense competition from traditional and non-bank financial institutions[59][60][61] - Operational risks are significant, including potential ongoing complications from the September 2022 core banking system implementation, growing cybersecurity threats to sensitive customer data, and the potential loss of key personnel[65][66][69] - Financial risks include exposure to interest rate fluctuations affecting net interest income, potential losses on the securities portfolio if rates rise or economic conditions worsen, and the risk that the allowance for credit losses may be insufficient[71][72][73] - The company has identified material weaknesses in its internal control over financial reporting, which, if not fully remediated, could result in a material misstatement of financial statements and adversely affect its reputation and stock price[78] - Legal and regulatory risks stem from extensive banking regulations, including Dodd-Frank's capital and liquidity standards, and the need for compliance with anti-money laundering laws like the Patriot Act and the Bank Secrecy Act[80][81][83] Item 1B. Unresolved Staff Comments The company reports that there are no unresolved staff comments from the SEC - There are no unresolved staff comments[85] Item 1C. Cybersecurity Arrow employs a layered, defensive cybersecurity approach overseen by the Board and management, and has not experienced or anticipates a material incident - Arrow utilizes a layered defensive approach for cybersecurity risk management, including preventative and detective tools, regular reviews of internal controls, and periodic business continuity plan testing[85] - Cybersecurity governance involves the Board of Directors, Chief Information Officer, Director of IT, and the enterprise risk management group[86] - The company states it has not experienced a material cybersecurity incident and does not believe it is reasonably likely to experience one that would materially affect its business, operations, or financial condition[85] Item 2. Properties Arrow owns its main Glens Falls office and 26 branch offices, while leasing 11, with all properties deemed suitable and adequate - The company's main office is at 250 Glen Street, Glens Falls, NY, which is owned by its subsidiary Glens Falls National[87] - Arrow owns 26 branch banking offices and leases 11 branch offices, in addition to other leased administrative and loan origination spaces[88] Item 3. Legal Proceedings Arrow faces a putative class action and a shareholder derivative lawsuit alleging false statements and control weaknesses, which the company intends to vigorously defend - A putative class action lawsuit was filed on June 23, 2023, alleging materially false and misleading statements between March 12, 2022, and May 12, 2023. The company filed a motion to dismiss this action on February 9, 2024[89] - A shareholder derivative complaint was filed on December 12, 2023, against individual defendants and board members, based on similar allegations as the class action lawsuit. This case is stayed pending the motion to dismiss the class action[89] - The company believes both lawsuits are without merit and intends to defend against the claims vigorously[89] Item 4. Mine Safety Disclosures This item is not applicable to the company - None[89] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Arrow's common stock trades on NASDAQ, underperformed the Russell 2000 Index over five years, and the company repurchased shares in Q4 2023 - Arrow's common stock is traded on the NASDAQ Global Select Market under the symbol AROW, with approximately 12,000 beneficial owners as of December 31, 2023[91] Stock Performance Comparison (5-Year Total Return) | Index | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Arrow Financial Corporation | 100.00 | 125.39 | 105.80 | 132.22 | 135.28 | 120.71 | | Russell 2000 Index | 100.00 | 125.52 | 150.58 | 172.90 | 137.56 | 160.85 | | ABA NASDAQ Community Bank TR | 100.00 | 123.30 | 109.05 | 147.76 | 137.43 | 134.58 | Issuer Purchases of Equity Securities (Q4 2023) | Month | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | October | 0 | $ - | $9,152,132 | | November | 99,223 | $24.23 | $6,748,038 | | December | 14,347 | $24.92 | $6,390,538 | | Total | 113,570 | $24.32 | $6,390,538 | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Arrow's 2023 net income declined due to lower net interest income and higher expenses, despite asset and deposit growth, while maintaining solid asset quality and strong capital A. OVERVIEW Arrow's 2023 net income declined due to reduced net interest income and increased non-interest expenses, despite growth in assets and deposits 2023 vs. 2022 Financial Highlights | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net Income | $30.1 million | $48.8 million | -38.4% | | Diluted EPS | $1.77 | $2.86 | -38.1% | | Return on Average Equity (ROE) | 8.29% | 13.55% | -526 bps | | Return on Average Assets (ROA) | 0.74% | 1.21% | -47 bps | | Net Interest Income | $104.8 million | $118.3 million | -11.4% | | Net Interest Margin | 2.65% | 3.03% | -38 bps | - The decrease in net income was primarily caused by a $13.5 million decrease in net interest income and an $11.5 million increase in non-interest expense, partially offset by lower provisions for credit losses and income taxes[114] - Total assets grew by $200.4 million (5.0%) to $4.17 billion, driven by a $230 million (7.7%) increase in total loans, which reached $3.2 billion[114] - Total deposits increased by $189.2 million (5.4%) to $3.7 billion, though noninterest-bearing deposits decreased by 9.4% and represented a smaller portion of total deposits (20.6% vs. 23.9% in 2022)[116] - Asset quality remained solid, with net loan charge-offs at 0.07% of average loans. Nonperforming assets increased to 0.51% of total assets, primarily due to one large, well-collateralized loan relationship[114] - Regulatory capital ratios remained strong and significantly exceeded 'well-capitalized' standards, with a Common Equity Tier 1 Capital Ratio of 13.00% at year-end[116] B. RESULTS OF OPERATIONS Arrow's 2023 results show decreased net interest income, lower provision for credit losses, increased noninterest expense, and a reduced effective tax rate Net Interest Income Analysis (2021-2023) | (In Thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Interest and Dividend Income | $162,564 | $129,651 | $115,550 | | Interest Expense | $57,732 | $11,308 | $5,195 | | Net Interest Income | $104,832 | $118,343 | $110,355 | Net Interest Margin Analysis (2021-2023) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Yield on Earning Assets | 4.12% | 3.32% | 3.11% | | Cost of Interest-Bearing Liabilities | 1.99% | 0.40% | 0.19% | | Net Interest Spread | 2.13% | 2.92% | 2.92% | | Net Interest Margin | 2.65% | 3.03% | 2.97% | - The provision for credit losses was $3.4 million in 2023, a decrease from $4.8 million in 2022. The provision was driven by loan growth and charge-offs, offset by changes in economic forecast factors[133] - Total noninterest income decreased 5.8% to $29.1 million in 2023, primarily due to a net loss on securities of $92 thousand compared to a gain of $427 thousand in 2022, and lower fees for services to customers[141] - Total noninterest expense increased 14.1% to $93.0 million in 2023. The increase was primarily driven by $4.8 million in additional legal and professional fees associated with delayed SEC filings[143][144] - The effective tax rate for 2023 was 19.8%, down from 22.4% in 2022. The reduction was the result of substantially similar permanent favorable tax benefits while pre-tax income decreased[146] C. FINANCIAL CONDITION Arrow's financial condition at year-end 2023 reflects a decreased investment portfolio, loan growth, increased nonperforming assets, and a shift in deposit composition - The investment portfolio totaled $636.1 million at year-end 2023, a decrease of 16.0% from 2022, driven by paydowns, maturities, and a portfolio repositioning. Gross unrealized losses on available-for-sale securities were $42.4 million, primarily attributed to changes in interest rates[149][152] Loan Portfolio Composition (Dec 31, 2023 vs 2022) | Loan Type | 2023 Amount (Thousands) | 2023 % of Total | 2022 Amount (Thousands) | 2022 % of Total | | :--- | :--- | :--- | :--- | :--- | | Commercial | $156,224 | 5% | $140,293 | 5% | | Commercial Real Estate | $745,487 | 23% | $707,022 | 24% | | Consumer | $1,111,667 | 34% | $1,065,135 | 36% | | Residential Real Estate | $1,199,530 | 37% | $1,070,757 | 36% | | Total Loans | $3,212,908 | 100% | $2,983,207 | 100% | Asset Quality Ratios | Ratio | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Net Charge-offs to Average Loans | 0.07% | 0.08% | | Allowance for Credit Losses to Period-end Loans | 0.97% | 1.00% | | Nonperforming Loans to Period-end Loans | 0.66% | 0.40% | | Nonperforming Assets to Period-end Assets | 0.51% | 0.32% | - Average total deposits decreased by 2.4% in 2023, with a notable shift in composition from lower-cost checking and savings accounts to higher-cost time deposits due to competitive rate pressures[176] - Short-term borrowings at year-end 2023 were $20.0 million, down from $27.0 million at year-end 2022[184] D. LIQUIDITY Arrow maintains strong liquidity through diverse sources including investments, loan cash flow, and deposits, supplemented by significant off-balance sheet borrowing capacity - The company's primary liquidity sources are overnight investments, cash flow from securities and loans, and its stable core deposit base. The company did not experience any liquidity constraints in 2023[185][187] - As of December 31, 2023, Arrow had significant off-balance sheet liquidity sources, including $550 million in unused borrowing capacity at the FHLBNY and $739 million available at the Federal Reserve Bank discount window[187] - The primary liquidity ratio was 9.5% of total assets at year-end 2023, well above the internal policy limit of 5%[187] E. CAPITAL RESOURCES AND DIVIDENDS Arrow maintains strong regulatory capital ratios exceeding well-capitalized standards, with increased stockholders' equity and an expanded stock repurchase program Regulatory Capital Ratios (as of Dec 31, 2023) | Capital Ratio | Arrow | Required Ratio (Well-Capitalized) | | :--- | :--- | :--- | | Tier 1 Leverage Ratio | 9.8% | > 5.0% | | Common Equity Tier 1 Capital Ratio | 13.0% | > 6.5% | | Tier 1 Risk-Based Capital Ratio | 13.7% | > 8.0% | | Total Risk-Based Capital Ratio | 14.7% | > 10.0% | - Total stockholders' equity increased by $26.2 million (7.4%) to $379.8 million at year-end 2023, driven by net income and other comprehensive income, partially offset by dividends and stock repurchases[190][192] - The Board expanded its stock repurchase program by $5 million in October 2023, bringing the total availability to $9.1 million. As of year-end, $2.8 million had been repurchased under the program[195] Item 7A. Quantitative and Qualitative Disclosures About Market Risk Arrow's primary market risk is interest rate volatility, managed by ALCO, with simulations indicating a near-term liability-sensitive balance sheet within policy limits - The company's primary market risk is interest rate volatility, managed by the Asset/Liability Committee (ALCO) using a detailed simulation model[206] Net Interest Income Sensitivity Analysis (as of Dec 31, 2023) | Change in Interest Rate | Calculated Change in Net Interest Income - Year 1 | Calculated Change in Net Interest Income - Year 2 | | :--- | :--- | :--- | | +200 basis points | (4.2)% | 15.2% | | -100 basis points | 1.3% | 13.5% | - The simulation results suggest the balance sheet is liability-sensitive in the near term, meaning net interest income would initially decrease in a rising rate environment as liability costs reprice faster than asset yields[207] Item 8. Financial Statements and Supplementary Data This section presents Arrow's audited financial statements, with KPMG issuing an unqualified opinion on financials but an adverse opinion on internal controls due to material weaknesses - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements, stating they present fairly, in all material respects, the financial position and results of operations in conformity with U.S. GAAP[211] - KPMG LLP issued an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, due to two material weaknesses related to monitoring controls and risk assessment procedures following a core system conversion[212][220][222] - The critical audit matter identified by KPMG relates to the Allowance for Credit Losses for loans evaluated on a collective basis, citing the high degree of subjective and complex auditor judgment involved in assessing the methodology and models used[215][217] Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None[427] Item 9A. Controls and Procedures Management concluded disclosure controls were ineffective as of December 31, 2023, due to un-remediated material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to ongoing material weaknesses in internal control over financial reporting[429] - The material weaknesses identified relate to: 1) Ineffective monitoring controls involving Internal Audit and the Audit Committee's oversight. 2) Ineffective risk assessment procedures related to the 2022 core banking system conversion[431] - Remediation efforts initiated in 2023 include hiring additional resources, increasing the frequency and depth of Audit Committee meetings and reporting, developing a comprehensive internal audit strategy, and performing a thorough risk assessment of the system conversion[436] - Despite remediation efforts, management concluded the material weaknesses were not fully remediated as of December 31, 2023, as the new measures had not been in place for a sufficient amount of time[435] Item 9B. Other Information During the fourth quarter of 2023, none of Arrow's directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement during Q4 2023[439] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - None[441] PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's Proxy Statement for its Annual Meeting of Shareholders to be held on June 5, 2024 - Information required by this item is incorporated by reference from the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 5, 2024[443] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's Proxy Statement for its upcoming Annual Meeting of Shareholders - Information required by this item is incorporated by reference from the Registrant's Proxy Statement[444] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership and related matters is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference from the Registrant's Proxy Statement[444] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference from the Registrant's Proxy Statement[445] Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference from the Registrant's Proxy Statement[445] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists the financial statements filed in Part II, Item 8, notes that all schedules are omitted as they are not applicable or the information is included elsewhere, and provides an index of all exhibits filed with or incorporated by reference into this Form 10-K - This section contains the list of financial statements filed with the report and an index of all exhibits[446][449] Item 16. Form 10-K Summary This item is not applicable to the company - None[447]