UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
The Securities Exchange Act of 1934
For the Fiscal Year Ended December 31 , 2020
of The Securities Exchange Act of 1934
Commission File Number: 0-12507
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
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 every Interactive Data File required to be submitted 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 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 | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
| Indicate by a check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7562(b)) by the registered public accounting firm that prepared or issued its audit report. | |||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | |||||||||||
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $447,236,731
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding as of February 26, 2021 | |||||||
| Common Stock, par value $1.00 per share | ||||||||
DOCUMENTS INCORPORATED BY REFERENCE
ARROW FINANCIAL CORPORATION
FORM 10-K
TABLE OF CONTENTS
| Page | |||||
| Note on Terminology | 3 | ||||
| The Company and Its Subsidiaries | 3 | ||||
| Forward-Looking Statements | 3 | ||||
| Use of Non-GAAP Financial Measures | 4 | ||||
| PART I | |||||
| PART II | |||||
| PART III | |||||
| PART IV | |||||
*These items are incorporated by reference to the Corporation’s Proxy Statement for the Annual Meeting of Stockholders to be held May 5, 2021.
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NOTE ON TERMINOLOGY
In this Annual Report on Form 10-K, the terms “Arrow,” “the registrant,” “the Company,” “we,” “us,” and “our,” generally refer to Arrow Financial Corporation and subsidiaries as a group, except where the context indicates otherwise. 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 142 domestic (U.S.-based) bank holding companies with $3 to $10 billion in total consolidated assets as identified in the Federal Reserve Board’s most recent “Bank Holding Company Performance Report” (which is the Performance Report for the most recently available period ending September 30, 2020), and peer group data has been derived from such Report. This peer group is not, however, identical to either of the peer groups comprising the two bank indices included in the stock performance graphs on pages 20 and 21 of this Report.
THE COMPANY AND ITS SUBSIDIARIES
Arrow is a two-bank holding company headquartered in Glens Falls, New York. The banking subsidiaries are Glens Falls National Bank and Trust Company (Glens Falls National or GFNB) whose main office is located in Glens Falls, New York, and Saratoga National Bank and Trust Company (Saratoga National or SNB) whose main office is located in Saratoga Springs, New York. Active subsidiaries of Glens Falls National include Upstate Agency, LLC (an insurance agency that sells property and casualty insurance and also specializes in selling and servicing group health care policies and life insurance), North Country Investment Advisers, Inc. (a registered investment adviser that provides investment advice to Arrow's proprietary mutual funds) and Arrow Properties, Inc. (a real estate investment trust, or REIT). Arrow also owns directly two subsidiary business trusts, organized in 2003 and 2004 to issue trust preferred securities (TRUPs), which are still outstanding.
FORWARD-LOOKING STATEMENTS
The information contained in this Annual Report on Form 10-K 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 (the "Exchange Act"), and involve a degree of uncertainty and attendant risk. Words such as “expects,” “believes,” “anticipates,” “estimates” and variations of such words and similar expressions often identify such forward-looking statements. Some of these statements, such as those included in the interest rate sensitivity analysis in Item 7A of this Report, 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 activity, both locally and nationally, as well as current management strategies for future operations and development.
These forward-looking statements may not be exhaustive, are not guarantees of future performance and involve certain risks and uncertainties that are difficult to quantify or, in some cases, to identify. You should not place undue reliance on any such forward-looking statements. In the case of all 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 the following, which are or may be amplified by the novel coronavirus (COVID-19) pandemic:
•the current and rapidly evolving COVID-19 pandemic and its impact on economic, market and social conditions;
•other rapid and dramatic changes in economic and market conditions;
•sharp fluctuations in interest rates, economic activity, or consumer spending patterns;
•sudden changes in the market for products the Company provides, such as real estate loans;
•significant changes in banking or other laws and regulations, including both enactment of new legal or regulatory measures (e.g., the Economic Growth, Regulatory Relief, and Consumer Protection Act ("Economic Growth Act"), the Tax Cuts and Jobs Act of 2017 ("Tax Act") and the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank")) or the modification or elimination of pre-existing measures;
•significant changes in U.S. monetary or fiscal policy, including new or revised monetary programs or targets adopted or announced by the Federal Reserve ("monetary tightening or easing") or significant new federal legislation materially affecting the federal budget ("fiscal tightening or expansion");
•competition from other sources (e.g., non-bank entities);
•similar uncertainties inherent in banking operations or business generally, including technological developments and changes; and
•other risks detailed from time to time within our filings with the Securities and Exchange Commission ("SEC").
The Company is under no duty to update any of the forward-looking statements after the date of this Annual Report on Form 10-K to conform such statements to actual results. All forward-looking statements, express or implied, included in this Report and the documents incorporated by reference and that are attributable to the Company are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or any persons acting on our behalf may issue.
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USE OF NON-GAAP FINANCIAL MEASURES
The SEC has adopted Regulation G, which applies to all public disclosures, 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 and a statement of the Company’s 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. The following measures used in this Report, which are commonly utilized by financial institutions, have not been specifically exempted by the SEC and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules, although the Company is unable to state with certainty that the SEC would so regard them.
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 institution’s 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 from the fact 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 institution’s performance over time. The Company follows 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, many 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 (which is included in noninterest expense under GAAP but may not be included therein for purposes of calculating the efficiency ratio) and securities gains or losses (which are reflected in the calculation of noninterest income under GAAP but may be ignored for purposes of calculating the efficiency ratio). The Company makes these adjustments.
Tangible Book Value per Share: Tangible equity 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 include many items, but in our case, essentially represents goodwill.
Adjustments for Certain Items of Income or Expense: In addition to our regular utilization in our public filings and disclosures of the various non-GAAP measures commonly utilized by financial institutions discussed above, we also may elect from time to time, in connection with our presentation of various financial measures prepared in accordance with GAAP, such as net income, earnings per share (i.e., EPS), return on average assets (i.e., ROA), and return on average equity (i.e., ROE), to provide as well certain comparative disclosures that adjust these GAAP financial measures, typically by removing therefrom the impact of certain transactions or other material items of income or expense that are unusual or unlikely to be repeated. The Company does so only if it believes that inclusion of the resulting non-GAAP financial measures may improve the average investor's understanding of Arrow's results of operations by separating out items that have a disproportional positive or negative impact on the particular period in question or by otherwise permitting a better comparison from period-to-period in the results of operations with respect to the Company's fundamental lines of business, including the commercial banking business.
The Company believes that the non-GAAP financial measures disclosed from time-to-time are useful in evaluating Arrow's performance and that such 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. Arrow's non-GAAP financial measures may differ from similar measures presented by other companies.
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PART I
Item 1. Business
A. GENERAL
The holding company, Arrow Financial Corporation, a New York corporation, was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. Arrow owns two nationally-chartered banks in New York (Glens Falls National and Saratoga National), and through such banks indirectly owns various non-bank subsidiaries, including an insurance agency, a registered investment adviser and a REIT. See "The Company and Its Subsidiaries," above.
Subsidiary Banks (dollars in thousands) | |||||||||||
| Glens Falls National | Saratoga National | ||||||||||
| Total Assets at Year-End | $ | 2,869,840 | $ | 815,782 | |||||||
| Trust Assets Under Administration and Investment Management at Year-End (Not Included in Total Assets) | $ | 1,532,835 | $ | 126,194 | |||||||
| Date Organized | 1851 | 1988 | |||||||||
| Employees (full-time equivalent) | 459 | 58 | |||||||||
| Offices | 28 | 12 | |||||||||
| Counties of Operation | Warren, Washington, Saratoga, Essex & Clinton | Saratoga, Albany, Rensselaer, & Schenectady | |||||||||
| Main Office | 250 Glen Street Glens Falls, NY | 171 So. Broadway Saratoga Springs, NY | |||||||||
The holding company’s business consists primarily of the ownership, supervision and control of Arrow's two banks, including the banks' subsidiaries. The holding company provides various advisory and administrative services and coordinates the general policies and operation of the banks. There were 517 full-time equivalent employees, including 42 employees within Arrow's insurance agency affiliate, at December 31, 2020. See the discussion of our human capital resources in Section G ("HUMAN CAPITAL") of this Item 1.
The Company offers a broad range of commercial and consumer banking and financial products. The deposit base consists of deposits derived principally from the communities served. The Company targets lending activities to consumers and small- and mid-sized companies in Arrow's regional geographic area. In addition, through an indirect lending program the Company acquires consumer loans from an extensive network of automobile dealers that operate in a larger area of upstate New York, and in central and southern Vermont. Through the banks' trust operations, the Company provides retirement planning, trust and estate administration services for individuals, and pension, profit-sharing and employee benefit plan administration for corporations.
B. LENDING ACTIVITIES
Arrow engages in a wide range of lending activities, including commercial and industrial lending primarily to small and mid-sized companies; mortgage lending for residential and commercial properties; and consumer installment and home equity financing. An active indirect lending program is maintained through Arrow's sponsorship of automobile dealer programs under which consumer auto loans, primarily from dealers that meet pre-established specifications are purchased. From time to time, a portion of the residential real estate loan originations are sold into the secondary market, primarily to the Federal Home Loan Mortgage Corporation ("Freddie Mac") and other governmental agencies. Normally, the Company retains the servicing rights on mortgage loans originated and sold into the secondary markets, subject to periodic determinations on the continuing profitability of such activity.
Generally, Arrow continues to implement lending strategies and policies that are intended to protect the quality of the loan portfolio, including strong underwriting and collateral control procedures and credit review systems. Loans are placed on nonaccrual status either due to the delinquency status of principal and/or interest or a judgment by management that the full repayment of principal and interest is unlikely. Home equity lines of credit, secured by real property, are systematically placed on nonaccrual status when 120 days past due, and residential real estate loans are placed on nonaccrual status when 150 days past due. Commercial and commercial real estate loans are evaluated on a loan-by-loan basis and are placed on nonaccrual status when 90 days past due if the full collection of principal and interest is uncertain. (See Part II, Item 7.C.II.c. "Risk Elements.") Subsequent cash payments on loans classified as nonaccrual may be applied entirely to principal, although income in some cases may be recognized on a cash basis.
Arrow lends almost exclusively to borrowers within the normal retail service area in northeastern New York State, with the exception of the indirect consumer lending line of business, where Arrow acquires retail paper from an extensive network of automobile dealers that operate in a larger area of upstate New York and in Vermont. The loan portfolio does not include any foreign loans or any other significant risk concentrations. Arrow does not generally participate in loan syndications, either as originator or as a participant. However, from time to time, the Company buys participations in individual loans, typically commercial loans, originated by other financial institutions in New York and adjacent states. In recent periods, the total dollar amount of such participations has fluctuated, but generally represents less than 20% of commercial loans outstanding. Much of the portfolio is properly collateralized, and most commercial loans are further supported by personal guarantees. Arrow also
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participates as a lender in the Paycheck Protection Program ("PPP") administered by the Small Business Administration ("SBA") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). In 2020, Arrow originated over $142.7 million in loans under the PPP. See the discussion of the CARES Act in Section D ("RECENT LEGISLATIVE DEVELOPMENTS") of this Item 1.
Arrow does not engage in subprime mortgage lending as a business line and does not extend or purchase so-called "Alt A," "negative amortization," "option ARM's" or "negative equity" mortgage loans.
C. SUPERVISION AND REGULATION
The following generally describes the laws and regulations to which Arrow is subject. Bank holding companies, banks and their affiliates are extensively regulated under both federal and state law. To the extent that the following information summarizes statutory or regulatory law, it is qualified in its entirety by reference to the particular provisions of the various statutes and regulations. Any change in applicable law may have a material effect on business operations, customers, prospects and investors.
Bank Regulatory Authorities with Jurisdiction over Arrow and its Subsidiary Banks
Arrow is a registered bank holding company within the meaning of the Bank Holding Company Act of 1956 ("BHC Act") and as such is subject to regulation by the Board of Governors of the Federal Reserve System ("FRB"). As a "bank holding company" under New York State law, Arrow is also subject to regulation by the New York State Department of Financial Services. Arrow's two subsidiary banks are both national banks and are subject to supervision and examination by the Office of the Comptroller of the Currency ("OCC"). The banks are members of the Federal Reserve System and the deposits of each bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC"). The BHC Act generally prohibits Arrow from engaging, directly or indirectly, in activities other than banking, activities closely related to banking, and certain other financial activities. Under the BHC Act, a bank holding company generally must obtain FRB approval before acquiring, directly or indirectly, voting shares of another bank or bank holding company, if after the acquisition the acquiror would own 5 percent or more of a class of the voting shares of that other bank or bank holding company. Bank holding companies are able to acquire banks or other bank holding companies located in all 50 states, subject to certain limitations. Bank holdings companies that meet certain qualifications may choose to apply to the FRB for designation as “financial holding companies.” Upon receipt of such designation, a financial holding company may engage a broader array of activities, such as insurance underwriting, securities underwriting and merchant banking. Arrow has not attempted to become, and has not been designated as, a financial holding company.
The FRB and the OCC have broad regulatory, examination and enforcement authority. The FRB and the OCC conduct regular examinations of the entities they regulate. In addition, banking organizations are subject to requirements for periodic reporting to the regulatory authorities. The FRB and OCC have the authority to implement various remedies if they determine that the financial condition, capital, asset quality, management, earnings, liquidity or other aspects of a banking organization's operations are unsatisfactory or if they determine the banking organization is violating or has violated any law or regulation. The authority of the federal bank regulators over banking organizations includes, but is not limited to, prohibiting unsafe or unsound practices; requiring affirmative action to correct a violation or unsafe or unsound practice; issuing administrative orders; requiring the organization to increase capital; requiring the organization to sell subsidiaries or other assets; restricting dividends, distributions and repurchases of the organization's stock; restricting the growth of the organization; assessing civil money penalties; removing officers and directors; and terminating deposit insurance. The FDIC may terminate a depository institution's deposit insurance upon a finding that the institution's financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices for certain other reasons.
Regulatory Supervision of Other Arrow Subsidiaries
The insurance agency subsidiary of Glens Falls National is subject to the licensing and other provisions of New York State Insurance Law and is regulated by the New York State Department of Financial Services. Arrow's investment adviser subsidiary is subject to the licensing and other provisions of the federal Investment Advisers Act of 1940 and is regulated by the SEC.
Regulation of Transactions between Banks and their Affiliates
Transactions between banks and their "affiliates" are regulated by Sections 23A and 23B of the Federal Reserve Act (FRA). Each of Arrow's non-bank subsidiaries (other than the business trusts formed to issue the TRUPs) is a subsidiary of one of the subsidiary banks, and also is an "operating subsidiary" under Sections 23A and 23B. This means the non-bank subsidiary is considered to be part of the bank that owns it and thus is not an affiliate of that bank for purposes of Section 23A and 23B. However, each of the two banks is an affiliate of the other bank, under Section 23A, and Arrow, the holding company, is also an affiliate of each bank under both Sections 23A and 23B. Extensions of credit that a bank may make to affiliates, or to third parties secured by securities or obligations of the affiliates, are substantially limited by the FRA and the Federal Deposit Insurance Act (FDIA). Such acts further restrict the range of permissible transactions between a bank and any affiliate, including a bank affiliate. Furthermore, under the FRA, a bank may engage in certain transactions, including loans and purchases of assets, with a non-bank affiliate, only if certain special conditions, including collateral requirements for loans, are met and if the other terms and conditions of the transaction, including interest rates and credit standards, are substantially the same as, or at least as favorable to the bank as, those prevailing at the time for comparable transactions by the bank with non-affiliated companies or, in the absence of comparable transactions, on terms and conditions that would be offered by the bank to non-affiliated companies.
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Regulatory Capital Standards
An important area of banking regulation is the federal banking system's promulgation and enforcement of minimum capitalization standards for banks and bank holding companies.
Bank Capital Rules. In July 2013, federal bank regulators, including the FRB and the OCC, approved revised bank capital rules aimed at implementing capital requirements pursuant to Dodd-Frank. These rules were also intended to coordinate U.S. bank capital standards with the then-current drafts of the Basel III proposed bank capital standards for all of the developed world's banking organizations. The federal regulators' revised capital rules (the "Capital Rules"), which impose significantly higher minimum capital ratios on U.S. financial institutions than the rules they replaced, became effective for Arrow and its subsidiary banks on January 1, 2015, and were fully phased in by the end of 2019.
The Economic Growth Act was signed into law May 24, 2018. In accordance therewith, federal bank regulators issued a final rule to implement the “community bank leverage ratio”, introducing an optional simplified measure of capital adequacy for qualifying community banking organizations ("CBLR"). To qualify for the CBLR framework, a community banking organization must satisfy certain requirements, including having a leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the CBLR framework will be considered to have met the well-capitalized ratio requirements under the “prompt corrective action” regulations and will not be required to report or calculate risk-based capital ratios. Subsequently, Section 4012 of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act required the federal banking agencies to temporarily lower the threshold for election of the CBLR framework, issuing two interim final rules to set the CLBR at 8% as of the second quarter of 2020 and then gradually re-establish the CBLR at 9%.
Under the final rule, the CBLR threshold remained at 8% through the end of 2020. Community banks that have a leverage ratio of 8% or greater and meet certain other criteria may elect to use the CBLR framework. Beginning in 2021, the CBLR threshold increased to 8.5% for the calendar year. The requirement to use the CBLR framework will return to 9% on January 1, 2022 for community banks.
The final rule also maintains a two-quarter grace period for a qualifying community banking organization whose leverage ratio falls no more than one percentage point below the applicable CBLR requirement.
The CBLR final rule became effective as of January 1, 2020, and Arrow and both subsidiary banks have opted out of utilizing the CBLR framework. Thus, the Capital Rules promulgated under Dodd-Frank will remain applicable to Arrow.
The Capital Rules which remain applicable to Arrow consist of two basic types of capital measures, a leverage ratio and set of risk-based capital measures. Within these two broad types of rules, however, significant changes were made in the revised Capital Rules, as discussed as follows.
Leverage Ratio. The Capital Rules increased the minimum required leverage ratio from 3.0% to 4.0%. The leverage ratio continues to be defined as the ratio of the institution's "Tier 1" capital (as defined under the new leverage rule) to total tangible assets (as defined under the revised leverage rule).
Risk-Based Capital Measures. Current risk-based capital measures assign various risk weightings to all of the institution's assets, by asset type, and to certain off balance sheet items, and then establish minimum levels of capital to the aggregate dollar amount of such risk-weighted assets. Under the risk-based Capital Rules, there are 8 major risk-weighted categories of assets (although there are several additional super-weighted categories for high-risk assets that are generally not held by community banking organizations like Arrow's). The Capital Rules include a measure called the "common equity tier 1 capital ratio" (CET1). For this ratio, only common equity (basically, common stock plus surplus plus retained earnings) qualifies as capital (i.e., CET1). Preferred stock and trust preferred securities, which qualified as Tier 1 capital under the old Tier 1 risk-based capital measure (and continue to qualify as capital under the revised Tier 1 risk-based capital measure), are not included in CET1 capital. Under these rules, CET1 capital also includes most elements of accumulated other comprehensive income (AOCI), including unrealized securities gains and losses, as part of both total regulatory capital (numerator) and total assets (denominator). However, smaller banking organizations like Arrow's were given the opportunity to make a one-time irrevocable election to include or not to include certain elements of AOCI, most notably unrealized securities gains or losses. Arrow made such an election, i.e., not to include unrealized securities gains and losses in calculating the CET1 ratio under the Capital Rules. The minimum CET1 ratio under these rules, effective January 1, 2015, is 4.50%, which remained constant throughout the phase-in period.
Consistent with the general theme of higher capital levels, the Capital Rules also increased the minimum ratio for Tier 1 risk-based capital from 4.0% to 6.0%, effective January 1, 2015. The minimum level for total risk-based capital under the Capital Rules remained at 8.0%.
The Capital Rules incorporate a capital concept, the so-called "capital conservation buffer" (set at 2.5%, after full phase-in), which must be added to each of the minimum required risk-based capital ratios (i.e., the minimum CET1 ratio, the minimum Tier 1 risk-based capital ratio and the minimum total risk-based capital ratio). The capital conservation buffer was phased-in over four years beginning January 1, 2016 (see the table below). When, during economic downturns, an institution's capital begins to erode, the first deductions from a regulatory perspective would be taken against the conservation buffer. To the extent that such deductions should erode the buffer below the required level (2.5% of total risk-based assets after full phase-in), the institution will not necessarily be required to replace the buffer deficit immediately, but will face restrictions on paying dividends and other negative consequences until the buffer is fully replenished.
Also under the Capital Rules, and as required under Dodd-Frank, TRUPs issued by small- to medium-sized banking organizations (such as Arrow) that were outstanding on the Dodd-Frank grandfathering date for TRUPS (May 19, 2010) will continue to qualify as tier 1 capital, up to a limit of 25% of tier 1 capital, until the TRUPs mature or are redeemed, subject to certain limitations. See the discussion of grandfathered TRUPs in Section E ("CAPITAL RESOURCES AND DIVIDENDS") of Item 7.
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The following is a summary of the definitions of capital under the various risk-based measures in the Capital Rules:
Common Equity Tier 1 Capital (CET1): Equals the sum of common stock instruments and related surplus (net of treasury stock), retained earnings, accumulated other comprehensive income (AOCI), and qualifying minority interests, minus applicable regulatory adjustments and deductions. Such deductions will include AOCI, if the organization has exercised its irrevocable option not to include AOCI in capital (Arrow made such an election). Mortgage-servicing assets, deferred tax assets, and investments in financial institutions are limited to 15% of CET1 in the aggregate and 10% of CET1 for each such item individually.
Additional Tier 1 Capital: Equals the sum of noncumulative perpetual preferred stock, tier 1 minority interests, grandfathered TRUPs, and Troubled Asset Relief Program instruments, minus applicable regulatory adjustments and deductions.
Tier 2 Capital: Equals the sum of subordinated debt and preferred stock, total capital minority interests not included in Tier 1, and allowance for loan and lease losses (not exceeding 1.25% of risk-weighted assets) minus applicable regulatory adjustments and deductions.
The following table presents the Capital Rules applicable to Arrow and its subsidiary banks:
| Year, as of January 1 | 2020 | ||||
| Minimum CET1 Ratio | 4.500 | % | |||
| Capital Conservation Buffer ("Buffer") | 2.500 | % | |||
| Minimum CET1 Ratio Plus Buffer | 7.000 | % | |||
| Minimum Tier 1 Risk-Based Capital Ratio | 6.000 | % | |||
| Minimum Tier 1 Risk-Based Capital Ratio Plus Buffer | 8.500 | % | |||
| Minimum Total Risk-Based Capital Ratio | 8.000 | % | |||
| Minimum Total Risk-Based Capital Ratio Plus Buffer | 10.500 | % | |||
| Minimum Leverage Ratio | 4.000 | % | |||
These minimum capital ratios, especially the CET1 ratio (4.5%) and the enhanced Tier 1 risk-based capital ratio (6.0%), which began to apply to the Company on January 1, 2015, represent a heightened and more restrictive capital regime than institutions previously had to meet.
At December 31, 2020, Arrow and its two subsidiary banks exceeded by a substantial amount each of the applicable minimum capital ratios established under the revised Capital Rules, including the minimum CET1 Ratio, the minimum Tier 1 Risk-Based Capital Ratio, the minimum Total Risk-Based Capital Ratio, and the minimum Leverage Ratio, and including in the case of each risk-based ratio, the phased-in portion of the capital buffer. See Note 20, Regulatory Matters, to the notes to the Consolidated Financial Statements for a presentation of Arrow's period-end ratios for 2020 and 2019.
Regulatory Capital Classifications. Under applicable banking law, federal banking regulators are required to take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. The regulators have established five capital classifications for banking institutions, ranging from the highest category of "well-capitalized" to the lowest category of "critically under-capitalized". Under the Capital Rules, a banking institution is considered "well-capitalized" if it meets the following capitalization standards on the date of measurement: a CET1 risk-based capital ratio of 6.50% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater, and a total risk-based capital ratio of 10.00% or greater, provided the institution is not subject to any regulatory order or written directive regarding capital maintenance.
As of December 31, 2020, Arrow and its two subsidiary banks qualified as "well-capitalized" under the revised capital classification scheme.
Dividend Restrictions; Other Regulatory Sanctions
A holding company's ability to pay dividends or repurchase its outstanding stock, as well as its ability to expand its business, including for example, through acquisitions of additional banking organizations or permitted non-bank companies, may be restricted if its capital falls below minimum regulatory capital ratios or fails to meet other informal capital guidelines that the regulators may apply from time to time to specific banking organizations. In addition to these potential regulatory limitations on payment of dividends, the holding company's ability to pay dividends to shareholders, and the subsidiary banks' ability to pay dividends to the holding company are also subject to various restrictions under applicable corporate laws, including banking laws (which affect the subsidiary banks) and the New York Business Corporation Law (which affects the holding company). The ability of the holding company and banks to pay dividends or repurchase shares in the future is, and is expected to continue to be, influenced by regulatory policies, the Capital Rules and other applicable law.
In cases where banking regulators have significant concerns regarding the financial condition, assets or operations of a bank holding company or one of its banks, the regulators may take enforcement action or impose enforcement orders, formal or informal, against the holding company or the particular bank. If the ratio of tangible equity to total assets of a bank falls to 2% or below, the bank will likely be closed and placed in receivership, with the FDIC as receiver.
Cybersecurity
In addition to the provisions in the Gramm-Leach-Bliley Act relating to data security (discussed below), Arrow and its subsidiaries are subject to many federal and state laws, regulations and regulatory interpretations which impose standards and requirements related to cybersecurity.
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In March 2015, federal regulators issued related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. Financial institutions that fail to observe this regulatory guidance on cybersecurity may be subject to various regulatory sanctions, including financial penalties.
In February 2018, the Securities and Exchange Commission (“SEC”) issued the “Commission Statement and Guidance on Public Company Cybersecurity Disclosures” to assist public companies in preparing disclosures about cybersecurity risks and incidents. With the increased frequency and magnitude of cybersecurity incidents, the SEC indicated that it is critical that public companies take all required actions to inform investors about material cybersecurity risks and incidents in a timely fashion. Additionally, in October 2018 the SEC issued the “Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 Regarding Certain Cyber-Related Frauds Perpetrated Against Public Companies and Related Internal Controls Requirements” which cited business email compromises that led to the incidents and that internal accounting controls may need to be reassessed in light of these emerging risks. Certain Arrow subsidiaries are subject to certain New York state cybersecurity regulations.
Privacy and Confidentiality Laws
Arrow and its subsidiaries are subject to a variety of laws that regulate customer privacy and confidentiality. The Gramm-Leach-Bliley Act requires financial institutions to adopt privacy policies, to restrict the sharing of nonpublic customer information with nonaffiliated parties upon the request of the customer, and to implement data security measures to protect customer information. Certain state laws may impose additional privacy and confidentiality restrictions. The Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act of 2003, regulates use of credit reports, providing of information to credit reporting agencies and sharing of customer information with affiliates, and sets identity theft prevention standards.
Anti-Money Laundering, the U.S. Patriot Act and OFAC
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 initially adopted in 2001 and re-adopted by the U.S. Congress in 2006 with certain changes (the “Patriot Act”), imposes substantial record-keeping and due diligence obligations on banks and other financial institutions, with a particular focus on detecting and reporting money-laundering transactions involving domestic or international customers. The U.S. Treasury Department has issued and will continue to issue regulations clarifying the Patriot Act's requirements.
Under the Patriot Act and other federal anti-money laundering laws and regulations, including, but not limited to, the Currency and Foreign Transactions Report Act (collectively, “Anti-Money Laundering Laws”), financial institutions, including banks, must maintain certain anti-money laundering compliance, customer identification and due diligence programs that include established internal policies, procedures, and controls. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report suspicious transactions. Law enforcement authorities have been granted increased access to financial information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution's compliance in connection with the regulatory review of applications, including applications for banking mergers and acquisitions. The U.S. Treasury Department's Financial Crises Enforcement Network (“FinCEN”) issued a final rule in 2016 increasing customer due diligence requirements for banks, including adding a requirement to identify and verify the identity of beneficial owners of customers that are legal entities, subject to certain exclusions and exemptions. The Company has established procedures for compliance with these requirements. Compliance with the provisions of the Patriot Act and other Anti-Money Laundering Laws results in substantial costs on all financial institutions.
The U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”) is responsible for helping to insure that United States persons, including banks, do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes lists of persons, organizations, and countries suspected of aiding, harboring or engaging in terrorist acts, including, but not limited to, Specially Designated Nationals and Blocked Persons. If Arrow finds a name on any transaction, account or wire transfer that is on an OFAC list, Arrow must freeze or block such account or transaction, file a suspicious activity report, if required, notify the appropriate authorities and maintain appropriate records.
Community Reinvestment Act
Arrow's subsidiary banks are subject to the Community Reinvestment Act ("CRA") and implementing regulations. CRA regulations establish the framework and criteria by which the bank regulatory agencies assess an institution's record of helping to meet the credit needs of its community, including low and moderate-income individuals. CRA ratings are taken into account by regulators in reviewing certain applications made by Arrow and its bank subsidiaries.
The Dodd-Frank Act
Dodd-Frank significantly changed the regulatory structure for financial institutions and their holding companies, for example, through provisions requiring the Capital Rules. Among other provisions, Dodd-Frank implemented corporate governance
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revisions that apply to all public companies, not just financial institutions, permanently increased the FDIC’s standard maximum deposit insurance amount to $250,000, changed the FDIC insurance assessment base to assets rather than deposits and increased the reserve ratio for the deposit insurance fund to ensure the future strength of the fund. The federal prohibition on the payment of interest on certain demand deposits was repealed, thereby permitting depository institutions to pay interest on business transaction accounts. Dodd-Frank established a new federal agency, the Consumer Financial Protection Bureau (the “CFPB”), centralizing significant aspects of consumer financial protection under this agency. Limits were imposed for debit card interchange fees for issuers that have assets greater than $10 billion, which also could affect the amount of interchange fees collected by financial institutions with less than $10 billion in assets. Dodd-Frank also imposed new requirements related to mortgage lending, including prohibitions against payment of steering incentives and provisions relating to underwriting standards, disclosures, appraisals and escrows. The Volcker Rule prohibited banks and their affiliates from engaging in proprietary trading and investing in certain unregistered investment companies.
Federal banking regulators and other agencies including, among others, the FRB, the OCC and the CFPB, have been engaged in extensive rule-making efforts under Dodd-Frank, and the Community Bank Leverage Ratio has impacted certain Dodd-Frank requirements, as explained above.
Incentive Compensation
Dodd-Frank required the federal bank regulatory agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Company, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements.
The federal bank regulators issued proposed rules to address incentive-based compensation arrangements in June 2016. Final rules have not yet been issued by the federal bank regulatory agencies under this Dodd-Frank provision.
In 2010, the FRB, OCC and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Management believes the current and past compensation practices of the Company do not encourage excessive risk taking or undermine the safety and soundness of the organization.
The FRB will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
Deposit Insurance Laws and Regulations
In February 2011, the FDIC finalized a new assessment system that took effect in the second quarter of 2011. The final rule changed the assessment base from domestic deposits to average assets minus average tangible equity, adopted a new large-bank pricing assessment scheme, and set a target size for the Deposit Insurance Fund. The rule (as mandated by Dodd-Frank) finalizes a target size for the Deposit Insurance Fund Reserve Ratio at 2.0% of insured deposits. It also implements a lower assessment rate schedule when the ratio reaches 1.15% (so that the average rate over time should be about 8.5 basis points) and, in lieu of dividends, provides for a lower rate schedule when the reserve ratio reaches 2.0% and 2.5%.
In August 2016, the FDIC announced that the reserve ratio reached 1.17% at the end of June 2016. This represents the highest level the ratio has reached in more than eight years. The reduction in assessment rates went into effect in the third quarter of 2016. Arrow is unable to predict whether or to what extent the FDIC may elect to impose additional special assessments on insured institutions in upcoming years, if bank failures should once again become a significant problem.
In January 2019, both of the Company's banking subsidiaries received preliminary notification of eligibility for small bank assessment credits. These credits were related to the Deposit Insurance Recovery Fund Reserve Ratio reaching 1.36% and reduced the banks' future quarterly assessments. In September 2019, both of the Company's banking subsidiaries received notification of the final credits of $687 thousand, which were fully recorded in the third quarter of 2019.
Reserve Requirements
Pursuant to regulations of the FRB, all banking organizations are required to maintain average daily reserves at mandated ratios against their transaction accounts and certain other types of deposit accounts. These reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank.
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D. RECENT LEGISLATIVE DEVELOPMENTS
The CARES Act
In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020. The CARES Act is a $2.2 trillion economic stimulus bill that was enacted to provide relief in the wake of the COVID-19 pandemic. Several provisions within the CARES Act directly impacted financial institutions and led to action from the bank regulatory agencies.
Section 1102 of the CARES Act created the PPP, a program administered by the SBA to provide loans to small businesses for payroll and other basic expenses during the COVID-19 pandemic. Arrow has participated in the PPP as a lender, originating over $142.7 million in loans in 2020. These loans are eligible to be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA. Additionally, loan payments for PPP-generated loans are deferred for the first six months of the loan term and no collateral or personal guarantees were required.
On December 27, 2020, the President signed into law omnibus federal spending and economic stimulus legislation titled the “Consolidated Appropriations Act (the "CAA") that included the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “HHSB”). Among other things, the HHSB Act renewed the PPP, allocating $284.45 billion for both new first time PPP loans under the existing PPP and the expansion of existing PPP loans for certain qualified, existing PPP borrowers. In addition to extending and amending the PPP, the HHSB Act also creates a new grant program for “shuttered venue operators.” As a participating lender in the PPP, Arrow continues to monitor legislative, regulatory, and supervisory developments related thereto, including the most recent changes implemented by the HHSB Act.
On March 22, 2020, a statement was issued by the Board of Governors of the Federal Reserve Bank, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the office of the Comptroller of the Currency and the Consumer Financial Protection Bureau, titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the “Interagency Statement”) that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt from classification as a troubled debt restructuring ("TDR") as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act terminates. Section 541 of the CAA extends this relief to the earlier of January 1, 2022, or 60 days after the national emergency termination date. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the federal banking regulators’ views on consumer protection considerations. In accordance with such guidance, Arrow offered short-term modifications in response to COVID-19 to qualified borrowers. As of December 31, 2020, $15.3 million in eligible loans, or 0.6% of the loan portfolio, continue to be deferred as a result of the COVID-19 pandemic.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 “Financial Instruments – Credit Losses” (“CECL”), which changes the way financial entities measure expected credit losses for financial assets, primarily loans. In 2019, the OCC, FRB and FDIC issued a final rule to address the new CECL standard. The final rule included a three (3) year transition period, within which a banking organization could phase in the CECL impacts upon its capital ratios. Subsequently, with the enactment of the CARES Act, the OCC, FRB and FDIC issued an alterative transition provision to address the impacts of the COVID-19 pandemic (the “Interim CECL Rule”). Under the Interim CECL Rule, financial institutions that were required to adopt CECL in 2020 were permitted to postpone their estimation upon regulatory capital for two (2) years, followed by a three (3) year transition period. Arrow implemented CECL on January 1, 2021.
Economic Growth, Regulatory Relief and Consumer Protection Act (the “Economic Growth Act”)
In May 2018, the Economic Growth Act, was enacted to modify or remove certain legal requirements, including some requirements imposed under Dodd-Frank. While the Economic Growth Act maintains much of the regulatory structure established by Dodd-Frank, it amends certain aspects of that regulatory framework. Many of these changes could result in meaningful regulatory relief for community banking organizations, such as Arrow's.
Health Care Reform
Various proposals have been discussed for consideration that would substantially modify various health care laws. At present, the Company is not able to estimate the likelihood of adoption of any such provisions or the potential impact thereof if adopted.
Other Legislative Initiatives
From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory authorities. These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to change the financial institution regulatory environment. Such legislation could change banking laws and the operating environment of our Company in substantial, but unpredictable ways. Arrow cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on the Company's financial condition or results of operations.
E. STATISTICAL DISCLOSURE – (GUIDE 3)
Set forth below is an index identifying the location in this Report of various items of statistical information required to be included in this Report by the SEC’s industry guide for Bank Holding Companies.
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| Required Information | Location in Report | ||||
| Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential | Part II, Item 7.B.I. | ||||
| Investment Portfolio | Part II, Item 7.C.I. | ||||
| Loan Portfolio | Part II, Item 7.C.II. | ||||
| Summary of Loan Loss Experience | Part II, Item 7.C.III. | ||||
| Deposits | Part II, Item 7.C.IV. | ||||
| Return on Equity and Assets | Part II, Item 6. | ||||
| Short-Term Borrowings | Part II, Item 7.C.V. | ||||
F. COMPETITION
Arrow faces intense competition in all markets served. Competitors include traditional local commercial banks, savings banks and credit unions, non-traditional internet-based lending alternatives, as well as local offices of major regional and money center banks. Like all banks, the Company encounters strong competition in the mortgage lending space from a wide variety of other mortgage originators, all of whom are principally affected in this business by the rate and terms set, and the lending practices established from time-to-time by the very large government sponsored enterprises ("GSEs") engaged in residential mortgage lending, most importantly, “Fannie Mae” and “Freddie Mac.” For many years, these GSEs have purchased and/or guaranteed a very substantial percentage of all newly-originated mortgage loans in the U.S. Additionally, non-banking financial organizations, such as consumer finance companies, insurance companies, securities firms, money market funds, mutual funds, credit card companies and wealth management enterprises offer substantive equivalents of the various other types of loan and financial products and services and transactional accounts that are offered, even though these non-banking organizations are not subject to the same regulatory restrictions and capital requirements that apply to Arrow. Under federal banking laws, such non-banking financial organizations not only may offer products and services comparable to those offered by commercial banks, but also may establish or acquire their own commercial banks.
G. HUMAN CAPITAL
Arrow believes that its employees are among its most important assets. Accordingly, Arrow has prioritized investment in the well-being, performance, engagement and development of Arrow's employees. This includes, but is not limited to, providing access to well-being resources and assistance, offering competitive compensation and benefits to attract and retain top-level talent, empowering team members to take an active role in the formation and execution of the business strategy, and fostering a diverse and inclusive work environment that reflects the many values of the communities Arrow serves. At December 31, 2020, Arrow had 517 full-time equivalent employees. In light of the COVID-19 pandemic, Arrow has taken steps to mitigate the risk of harm to its employees and customers and to its operations from the pandemic. In particular, Arrow, when necessary, has limited access to facilities to appointments only and encouraged customers to use contact-free alternatives like digital banking and ATMs. Arrow has also minimized contact for a large portion of its employee base through remote working, minimal travel and in-person meetings and social distancing.
H. EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the executive officers of Arrow and positions held by each are presented in the following table. Officers are elected annually by the Board of Directors.
| Name | Age | Positions Held and Years from Which Held | ||||||
| Thomas J. Murphy | 62 | President and Chief Executive Officer of Arrow since January 1, 2013. Mr. Murphy has been a Director of Arrow since July 2012. In addition to his executive leadership role at Arrow, he has been the President of GFNB since July 1, 2011 and Chief Executive Officer of GFNB since January 1, 2013. Prior positions in the Company include: Senior Executive Vice President of Arrow (2011-2012), Vice President of Arrow (2009-2011), Senior Trust Officer of GFNB (2010-2011), Corporate Secretary (2009-2012), Assistant Corporate Secretary of Arrow (2008-2009), Senior Vice President of GFNB (2008-2011) and Manager of the Personal Trust Department of GFNB (2004-2011). Mr. Murphy started with the Company in 2004. | ||||||
| Edward J. Campanella | 53 | Senior Vice President, Treasurer and Chief Financial Officer of Arrow since September 5, 2017. Mr. Campanella also serves as Executive Vice President, Treasurer and Chief Financial Officer of GFNB and SNB. Mr. Campanella joined the Company in 2017. Previously, he served as Chief Financial Officer for National Union Bank of Kinderhook in Kinderhook, NY (2016-2017). He was Senior Vice President, Treasurer and Director of Finance at Opus Bank in Irvine, CA (2013-2016). Prior to that he served as First Vice President and Treasurer of Cambridge Savings Bank in Cambridge, MA (2006-2013). | ||||||
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| David S. DeMarco | 59 | Senior Vice President and Chief Banking Officer of Arrow since February 1, 2018. Mr. DeMarco has been a Senior Vice President of Arrow since May 1, 2009. Additionally, Mr. DeMarco has been President and Chief Executive Officer of SNB since January 1, 2013. He is also Executive Vice President and Chief Banking Officer of GFNB. Previously, Mr. DeMarco served as Executive Vice President and Head of the Branch, Corporate Development, Financial Services & Marketing Division of GFNB (2003-2012). Mr. DeMarco started with the Company as a commercial lender in 1987. | ||||||
| David D. Kaiser | 60 | Senior Vice President and Chief Credit Officer of Arrow since February 1, 2015. Mr. Kaiser has also served as Executive Vice President of GFNB since 2012 and as Chief Credit Officer of GFNB since 2011. Previously, he served as the Corporate Banking Manager for GFNB from 2005 to 2011. Mr. Kaiser started with the Company in 2000. | ||||||
| Andrew J. Wise | 54 | Senior Vice President and Chief Operating Officer of Arrow since February 1, 2018. Mr. Wise has also served as Executive Vice President and Chief Operating Officer of GFNB since October 2017. Previously, Mr. Wise served as Chief Administrative Officer of GFNB. He joined GFNB in May 2016 as Senior Vice President of Administration. Prior to that, he worked at Adirondack Trust Company for 12 years where he was Executive Vice President and Chief Operating Officer of the Company’s insurance subsidiary. | ||||||
I. AVAILABLE INFORMATION
Arrow's Internet address is www.arrowfinancial.com. The Company makes available, free of charge on or through Arrow's website, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as practicable after they are filed or furnish them with the SEC pursuant to the Exchange Act. Various other documents related to corporate operations, including Corporate Governance Guidelines, the charters of principal board committees, and codes of ethics are available on the website. The Company has adopted a financial code of ethics that applies to Arrow’s chief executive officer, chief financial officer and principal accounting officer and a business code of ethics that applies to all directors, officers and employees of the holding company and its subsidiaries.
Item 1A. Risk Factors
Arrow's financial results and the market price of its stock are subject to risks arising from many factors, including the risks listed below, as well as other risks and uncertainties, some of which have been, and may continue to be, exacerbated by the COVID-19 pandemic and any adverse impact on Arrow's business or the general economic environment as a result. Any of these risks could materially and adversely affect Arrow's business, financial condition or results of operations. Please note that the discussion below regarding the potential impact on Arrow of certain of these factors that may develop in the future is not meant to provide predictions by Arrow's management that such factors will develop, but to acknowledge the possible negative consequences to the Company and business if certain conditions materialize.
MACROECONOMIC AND INDUSTRY RISKS
Market conditions could present significant challenges to the U.S. commercial banking industry and its core business of making and servicing loans and any substantial downturn in the regional markets in which Arrow operates or in the U.S. economy generally could adversely affect Arrow's ability to maintain steady growth in the loan portfolio and earnings. Arrow's business is highly dependent on the business environment in the markets in which the Company operates as well as the United States as a whole. Arrow's business is dependent upon the financial stability of the Company's borrowers, including their ability to pay interest on and repay the principal amount of, outstanding loans, the value of the collateral securing those loans, and the overall demand for loans and other products and services, all of which impact Arrow's stability and future growth. Although Arrow's market area has experienced a stabilizing of economic conditions in recent years and even periods of modest growth, if unpredictable or unfavorable economic conditions unique to the market area should occur in upcoming periods, these conditions will likely have an adverse effect on the quality of the loan portfolio and financial performance. As a community bank, Arrow is less able than larger regional competitors to spread the risk of unfavorable local economic conditions over a larger market area. Further, if the overall U.S. economy deteriorates, then Arrow's business, results of operations, financial condition and prospects could be adversely affected. In particular, financial performance may be adversely affected by short-term and long-term interest rates, the prevailing yield curve, inflation, monetary supply, fluctuations in the debt and equity capital markets, and the strength of the domestic economy and the local economies in the markets in which Arrow operates, all of which are beyond Arrow's control.
Arrow operates in a highly competitive industry and market areas that could negatively affect growth and profitability. Competition for commercial banking and other financial services is fierce in Arrow's market areas. In one or more aspects of business, Arrow's subsidiaries compete with other commercial banks, savings and loan associations, credit unions, finance companies, Internet-based financial services companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Additionally, due to their size and other factors, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services, as well as better pricing for those products and services, than Arrow can. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. In addition, many of Arrow's competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Failure, by Arrow, to offer competitive services in Arrow's market areas could
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significantly weaken Arrow's market position, adversely affecting growth, which, in turn, could have a material adverse effect on Arrow's financial condition and results of operations.
Uncertainty relating to LIBOR and other reference rates and their potential discontinuance may negatively impact our access to funding and the value of our financial instruments and commercial agreements. Due to uncertainty surrounding the suitability and sustainability of the London interbank offered rate (LIBOR), central banks and global regulators have called for financial market participants to prepare for the discontinuance of LIBOR and the establishment of alternative reference rates. ICE Benchmark Administration (IBA), the administrator of LIBOR, announced that it will consult on its intention to cease publication of one-week and two-month U.S. dollar LIBOR at December 31, 2021, and stop the remaining U.S. dollar settings immediately after publication on June 30, 2023. At this time, it is not possible to predict the effect that any discontinuance, modification or other reforms to LIBOR or any other reference rate, the establishment of alternative reference rates, or the impact of any such events on contractual mechanisms may have on the markets, Arrow, or Arrow's financial instruments or commercial agreements that reference LIBOR.
Certain of our financial instruments and commercial agreements contain provisions to replace LIBOR as the benchmark following the occurrence of specified transition events. Such provisions may not be sufficient to trigger a change in the benchmark at all times when LIBOR is no longer representative of market interest rates, or that these events will align with similar events in the market generally or in other parts of the financial markets, such as the derivatives market.
Alternative reference rates are calculated using components different from those used in the calculation of LIBOR and may fluctuate differently than, and not be representative of, LIBOR. In order to compensate for these differences, certain of our financial instruments and commercial agreements allow for a benchmark replacement adjustment. However, there is no assurance that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of LIBOR, either at the benchmark replacement date or over the life of such instruments and agreements.
Uncertainty as to the nature and timing of the potential discontinuance or modification of LIBOR, the replacement of LIBOR with one or more alternative reference rates or other reforms may negatively impact market liquidity, Arrow's access to funding required to operate Arrow's business and/or the trading market for financial instruments. Furthermore, the timing of implementation and use of alternative reference rates and corresponding adjustments or other reforms could be subject to disputes, could cause the interest payable on Arrow's outstanding financial instruments and commercial agreements to be materially different than expected and may impact the value of financial instruments and commercial agreements.
The financial services industry is faced with technological advances and changes on a continuing basis, and failure to adapt to these advances and changes could have a material adverse impact on Arrow's business. Technological advances and changes in the financial services industry are pervasive and constant. The retail financial services sector, like many other retail goods and services sectors, is constantly evolving, involving new delivery and communications systems and technologies that are extraordinarily far-reaching and impactful. For Arrow to remain competitive, Arrow must comprehend and adapt to these systems and technologies. Proper implementation of new technologies can increase efficiency, decrease costs and help to meet customer demand. However, many competitors have greater resources to invest in technological advances and changes. Arrow may not always be successful in utilizing the latest technological advances in offering its products and services or in otherwise conducting its business. Failure to identify, consider, adapt to and implement technological advances and changes could have a material adverse effect on business.
Problems encountered by other financial institutions could adversely affect the Company. Arrow's ability to engage in routine funding transactions could be adversely affected by financial or commercial problems confronting other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. Arrow has exposure to many different counterparties in the normal course of business, and routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, other commercial banks, investment banks, mutual and hedge funds, and other financial institutions. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by Arrow or by other financial institutions on whom Arrow relies or with whom Arrow interacts. Some of these transactions expose Arrow to credit and other potential risks in the event of default of Arrow's counterparty or client. In addition, credit risk may be exacerbated when the collateral held by Arrow cannot be liquidated or only may be liquidated at prices not sufficient to recover the full amount due Arrow under the underlying financial instrument, held by Arrow. There is no assurance that any such losses would not materially and adversely affect results of operations.
OPERATIONAL RISKS
Any future economic or financial downturn, including any significant correction in the equity markets, may negatively affect the volume of income attributable to, and demand for, fee-based services of banks such as Arrow, including the Company's fiduciary business, which could negatively impact Arrow's financial condition and results of operation. Revenues from trust and wealth management business are dependent on the level of assets under management. Any significant downturn in the equity markets may lead Arrow's trust and wealth management customers to liquidate their investments, or may diminish account values for those customers who elect to leave their portfolios with Arrow, in either case reducing assets under management and thereby decreasing revenues from this important sector of the business. Other fee-based businesses are also susceptible to a sudden economic or financial downturn.
In addition, Arrow's loan quality is affected by the condition of the economy. Like all financial institutions, Arrow maintains an allowance for loan losses to provide for probable loan losses at the balance sheet date. Arrow's allowance for loan losses is based on its historical loss experience as well as an evaluation of the risks associated with its loan portfolio, including the size and composition of the portfolio, current economic conditions and geographic concentrations within the portfolio and other factors. While Arrow has continued to enjoy a very high level of quality in its loan portfolio generally and very low levels of loan charge-offs and non-performing loans, if the economy in Arrow's geographic market area should deteriorate to the point that recessionary conditions return, or if the regional or national economy experiences a protracted period of stagnation, the quality of our loan portfolio may weaken so significantly that its allowance for loan losses may not be adequate to cover actual or expected loan losses. In such events, Arrow may be required to increase its provisions for loan losses and this could materially and
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adversely affect financial results. Moreover, weak or worsening economic conditions often lead to difficulties in other areas of its business, including growth of its business generally, thereby compounding the negative effects on earnings.
Arrow faces continuing and growing security risks to its information base including the information maintained relating to customers, and any breaches in the security systems implemented to protect this information could have a material negative effect on Arrow's business operations and financial condition. In the ordinary course of business, Arrow relies on electronic communications and information systems to conduct its operations and to store sensitive data. Arrow employs an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. Arrow employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Arrow has implemented and regularly review and update extensive systems of internal controls and procedures as well as corporate governance policies and procedures intended to protect its business operations, including the security and privacy of all confidential customer information. In addition, Arrow relies on the services of a variety of vendors to meet data processing and communication needs. No matter how well designed or implemented its controls are, Arrow cannot provide an absolute guarantee to protect its business operations from every type of cybersecurity or other security problem in every situation, whether as a result of systems failures, human error or negligence, cyberattacks, security breaches, fraud or misappropriation. Any failure or circumvention of these controls could have a material adverse effect on Arrow's business operations and financial condition. Notwithstanding the strength of defensive measures, the threat from cyberattacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, Arrow has not experienced a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks or other security problems, Arrow's systems and those of its customers and third-party service providers are under constant threat. Risks and exposures related to cybersecurity attacks or other security problems are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats and issues, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by Arrow and customers.
The computer systems and network infrastructure that Arrow uses are always vulnerable to unforeseen disruptions, including theft of confidential customer information (“identity theft”) and interruption of service as a result of fire, natural disasters, explosion, general infrastructure failure, cyberattacks or other security problems. These disruptions may arise in Arrow's internally developed systems, or the systems of our third-party service providers or may originate from the actions of our consumer and business customers who access our systems from their own networks or digital devices to process transactions. Information security and cyber security risks have increased significantly in recent years because of consumer demand to use the Internet and other electronic delivery channels to conduct financial transactions. Cybersecurity risk and other security problems are a major concern to financial services regulators and all financial service providers, including Arrow. These risks are further exacerbated due to the increased sophistication and activities of organized crime, hackers, terrorists and other disreputable parties. Arrow regularly assesses and tests security systems and disaster preparedness, including back-up systems, but the risks are substantially escalating. As a result, cybersecurity and the continued enhancement of Arrow's controls and processes to protect its systems, data and networks from attacks or unauthorized access remain a priority. Accordingly, Arrow may be required to expend additional resources to enhance its protective measures or to investigate and remediate any information security vulnerabilities or exposures. Any breach of Arrow's system security could result in disruption of its operations, unauthorized access to confidential customer information, significant regulatory costs, litigation exposure and other possible damages, loss or liability. Such costs or losses could exceed the amount of available insurance coverage, if any, and would adversely affect Arrow's earnings. Also, any failure to prevent a security breach or to quickly and effectively deal with such a breach could negatively impact customer confidence, damaging Arrow's reputation and undermining its ability to attract and keep customers. In addition, if Arrow fails to observe any of the cybersecurity requirements in federal or state laws, regulations or regulatory guidance, Arrow could be subject to various sanctions, including financial penalties.
Business could suffer if Arrow loses key personnel unexpectedly or if employee wages increase significantly. Arrow's success depends, in large part, on Arrow's ability to retain key personnel for the duration of their expected terms of service. On an ongoing basis, Arrow prepares and reviews back-up plans, in the event key personnel are unexpectedly rendered incapable of performing or depart or resign from their positions. However, any sudden unexpected change at the senior management level may adversely affect business. In addition, should Arrow's industry begin to experience a shortage of qualified employees, Arrow, like other financial institutions, may have difficulty attracting and retaining entry level or higher bracket personnel and also may experience, as a result of such shortages or the enactment of higher minimum wage laws locally or nationwide, increased salary expense, which would likely negatively impact results of operations.
The outbreak of the novel coronavirus, COVID-19, may adversely affect Arrow’s business activities, financial condition and results of operations. The business of Arrow and its subsidiary banks depends on the willingness and ability of its customers to conduct financial transactions. The spread of COVID-19 and the resulting “shelter in place” and “stay at home” orders, travel restrictions and other precautions have caused significant disruptions in the United States economy, which could in turn disrupt the business, activities, and operations of Arrow’s customers, as well as Arrow's business and operations. The pandemic has also caused significant disruption in the financial markets both globally and in the United States. The spread of COVID-19 may result in a significant decrease in business and/or cause Arrow’s customers to be unable to meet existing obligations to the Company, particularly in the event of another significant outbreak in the Upstate New York region. The virus’s spread could also interfere with the availability of key personnel or third party service providers necessary to conduct business activities.
Arrow has taken steps to mitigate the risk of harm to its employees and customers and to its operations from the pandemic. In particular, Arrow, when necessary, has limited access to facilities to appointments only and encouraged customers to use contact-free alternatives like digital banking and ATMs. Arrow has also minimized contact for a large portion of its employee base through remote working, minimal travel and in-person meetings and social distancing. Nevertheless, there are a number of uncertainties related to the potential effects of the pandemic that may not be able to be addressed by these efforts. If the spread of COVID-19 has an adverse effect on (i) customer deposits, (ii) the ability of borrowers to satisfy their obligations, (iii) the demand for loans or other financial products and services, (iv) the ability of Arrow’s personnel and third party service providers to perform effectively, (v) financial markets, real estate markets, or economic growth, or (vi) other aspects of operations, then Arrow’s liquidity, financial condition and/or results of operations may be materially and adversely affected.
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FINANCIAL RISKS
Arrow is subject to interest rate risk, which could adversely affect profitability. Profitability, like that of most financial institutions, depends to a large extent on Arrow's net interest income, which is the difference between interest income on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Changes in monetary policy, including changes in interest rates, could influence not only the interest received on loans and securities and the amount of interest paid on deposits and borrowings, but also (1) Arrow's ability to originate loans and obtain deposits, (2) the fair value of financial assets and liabilities, and (3) the average duration of mortgage-backed securities portfolio. If the interest rates Arrow pays on deposits and other borrowings increase at a faster rate than the interest rates received on loans, securities and other interest-earning investments, net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Changes in interest rates, whether they are increases or decreases, can also trigger repricing and changes in the pace of payments for both assets and liabilities.
In addition, an increase in interest rates could have a negative impact on results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for loan losses which may materially and adversely affect Arrow's business, results of operations, financial condition and prospects.
The Company's allowance for possible loan and lease losses may be insufficient, and an increase in the allowance would reduce earnings. The allowance is established through a provision for loan and lease losses based on management’s evaluation of the risks inherent in the loan portfolio and the general economy. The allowance is based upon a number of factors, including the size of the loan and lease portfolio, asset classifications, economic trends, industry experience and trends, industry and geographic concentrations, estimated collateral values, management’s assessment of the credit risk inherent in the portfolio, historical loan and lease loss experience and loan underwriting policies. In addition, Arrow evaluates all loans and leases identified as problem loans and augments the allowance based upon an estimation of the potential loss associated with those problem loans and leases. Additions to the allowance for loan and lease losses decrease net income through provisions for loan and lease losses. If the evaluation performed in connection with establishing loan and lease loss reserves is wrong, the allowance for loan and lease losses may not be sufficient to cover Arrow's losses, which would have an adverse effect on operating results. Arrow's regulators, in reviewing the loan and lease portfolio as part of a regulatory examination, may from time to time require Arrow to increase the allowance for loan and lease losses, thereby negatively affecting earnings, financial condition and capital ratios at that time. Moreover, additions to the allowance may be necessary based on changes in economic and real estate market conditions, new information regarding existing loans and leases, identification of additional problem loans and leases and other factors, both within and outside of Arrow's control. Additions to the allowance could have a negative impact on Arrow's results of operations. Although asset quality remained strong as of December 31, 2020, as a result of the uncertainty created by the COVID-19 pandemic, Arrow increased its loan loss reserves based on management's assessment of the related risks. As of January 1, 2021, Arrow implemented a new accounting standard to estimate the Company's allowance for credit losses. For more information, see Part II, Item 7.H. “Recently Issued Accounting Standards.” Although Arrow believes that the allowance for credit losses is in compliance with the new accounting standard at January 1, 2021, there is no guarantee that it will be sufficient to address credit losses, particularly if economic conditions deteriorate quickly and/or significantly. In such an event, the Company may increase the size of the allowance for loan and lease losses which would reduce Arrow's earnings.
The increasing complexity of Arrow's operations presents varied risks that could affect earnings and financial condition. Arrow processes a large volume of transactions on a daily basis and is exposed to numerous types of risks related to internal processes, people and systems. These risks include, but are not limited to, the risk of fraud by persons inside or outside the Company, the execution of unauthorized transactions by employees, errors relating to transaction processing and systems, breaches of data security, human error or negligence, and Arrow's internal control system and compliance with a complex array of consumer and safety and soundness regulations. Arrow could also experience additional loss as a result of potential legal actions that could arise as a result of operational deficiencies or as a result of noncompliance with applicable laws and regulations.
Arrow has established and maintained a system of internal controls that provides management with information on a timely basis and allows for the monitoring of compliance with operational standards. These systems have been designed to manage operational risks at an appropriate, cost effective level. Procedures exist that are designed to ensure that policies relating to conduct, ethics, and business practices are followed. Losses from operational risks may still occur, however, including losses from the effects of operational errors.
RISKS RELATED TO OWNING OUR COMMON STOCK
The Company relies on the operations of its banking subsidiaries to provide liquidity, which, if limited, could impact Arrow's ability to pay dividends to its shareholders or to repurchase its common stock. Arrow is a bank holding company, a separate legal entity from its subsidiaries. The bank holding company does not have significant operations of its own. The ability of the subsidiaries, including bank and insurance subsidiaries, to pay dividends is limited by various statutes and regulations. It is possible, depending upon the financial condition of Arrow's subsidiaries and other factors, that the subsidiaries might be restricted at some point in the ability to pay dividends to the holding company, including by a bank regulator asserting that the payment of such dividends or other payments would constitute an unsafe or unsound practice. In addition, under federal banking law, Arrow is subject to consolidated capital requirements at the holding company level. If the holding company or the bank subsidiaries are required to retain or increase capital, Arrow may not be able to maintain the cash dividends or pay dividends at all, or to repurchase shares of Arrow's common stock.
LEGAL, TAX, REGULATORY AND COMPLIANCE RISKS
Capital and liquidity standards require banks and bank holding companies to maintain more and higher quality capital and greater liquidity than has historically been the case. Capital standards, particularly those adopted as a result of Dodd-Frank, continue to have a significant effect on banks and bank holding companies, including Arrow. The need to maintain
16
more and higher quality capital, as well as greater liquidity, and generally increased regulatory scrutiny with respect to capital levels, may at some point limit business activities, including lending, and its ability to expand. It could also result in Arrow being required to take steps to increase regulatory capital and may dilute shareholder value or limit the ability to pay dividends or otherwise return capital to investors through stock repurchases. The Capital Rules promulgated under Dodd-Frank will remain applicable to Arrow.
Federal banking statutes and regulations could change in the future, which may adversely affect Arrow. Arrow is subject to extensive federal and state banking regulations and supervision. Banking laws and regulations are intended primarily to protect bank depositors’ funds (and indirectly the Federal Deposit Insurance Fund) as well as bank retail customers, who may lack the sophistication to understand or appreciate bank products and services. These laws and regulations generally are not, however, aimed at protecting or enhancing the returns on investment enjoyed by bank shareholders.
Arrow's depositor/customer awareness of the changing regulatory environment is particularly true of the set of laws and regulations under Dodd-Frank, which were passed in the aftermath of the 2008-09 financial crisis and in large part were intended to better protect bank customers (and to some degree, banks) against a wide variety of lending products and aggressive lending practices that pre-dated the crisis and are seen as having contributed to its severity. Although not all banks offered such products or engaged in such practices, all banks are affected by these laws and regulations to some degree.
Dodd-Frank restricts Arrow's lending practices, requires us to expend substantial additional resources to safeguard customers, significantly increases its regulatory burden, and subjects Arrow to significantly higher minimum capital requirements which, in the long run, may serve as a drag on its earnings, growth and ultimately on its dividends and stock price (the Dodd-Frank capital standards are separately addressed in a previous risk factor).
Although the Economic Growth Act and similar initiatives may mitigate the impact of Dodd-Frank, other statutory and regulatory changes could add to the existing regulatory burden imposed on banking organizations like Arrow, resulting in a potential material adverse effect on Arrow's financial condition and results of operations.
Non-compliance with the Patriot Act, Bank Secrecy Act, or other anti-money laundering laws and regulations could result in fines or sanctions and restrictions on conducting acquisitions or establishing new branches. The Patriot Act and Bank Secrecy Act require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with FinCEN. Federal anti-money laundering rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, and restrictions on conducting acquisitions or establishing new branches. During the last few years, several banking institutions have received large fines for non-compliance with these laws and regulations. The policies and procedures Arrow adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations.
The Company, through its banking subsidiaries, is subject to the Community Reinvestment Act ("CRA") and fair lending laws, and failure to comply with these laws could lead to material penalties. CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on Arrow's business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments - None
Item 2. Properties
Arrow's main office is at 250 Glen Street, Glens Falls, New York. The building is owned by the Company and serves as the main office for Arrow and Glens Falls National, the principal subsidiary bank. Arrow is in the midst of a multi-year renovation project to enhance and improve the downtown Glens Falls Main Campus. The project began in 2012 with the construction of our 20 South Street Building. Once this multi-year, multi-building project is complete, Arrow will have renovated and improved the entire Main Campus. The main office of the other banking subsidiary, Saratoga National, is in Saratoga Springs, New York. Arrow owns twenty-seven branch banking offices, leases thirteen branch banking offices, leases two residential loan origination offices and a business development office, all at market rates. Arrow's insurance agency is co-located in seven bank-owned branches, as well as three leased insurance offices. Arrow also leases office space in buildings and parking lots near the main office in Glens Falls as well as a back-up site for business continuity purposes.
In the opinion of management, the physical properties of the holding company and the various subsidiaries are suitable and adequate. For more information on Arrow's properties, see Notes 2, Summary of Significant Accounting Policies, 6, Premises and Equipment, and 18, Leases, in the notes to the Consolidated Financial Statements contained in Part II, Item 8 of this Report.
Item 3. Legal Proceedings
Except as noted below, the Company, including its subsidiary banks, is not currently the subject of any material pending legal proceedings, other than ordinary routine litigation occurring in the normal course of their business. On an ongoing basis, the Company is often the subject of, or a party to, various legal claims by other parties against the Company, by the Company against other parties, or involving the Company, which arise in the normal course of business. Except as noted below, the various pending legal claims against the Company will not, in the opinion of management based upon consultation with counsel, result in any material liability.
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On July 1, 2020, Daphne Richard, a customer of GFNB filed a putative class action complaint against GFNB in the United States District Court for the Northern District of New York. The complaint alleges that GFNB assessed overdraft fees on certain transactions drawn on her checking account without having sufficiently disclosed its overdraft-fee practices in its account agreement. Ms. Richard, on behalf of two purported classes, seeks compensatory damages, disgorgement of profits, statutory damages, treble damages, enjoinment of the conduct complained of, and costs and fees. The complaint is similar to complaints filed against other financial institutions pertaining to overdraft fees. The Company denies any wrongdoing and the case is being vigorously defended.
Item 4. Mine Safety Disclosures - None
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PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Arrow's common stock is traded on the Global Select Market of the National Association of Securities Dealers, Inc. ("NASDAQ®") Stock Market under the symbol AROW.
Based on information received from Arrow's transfer agent and various brokers, custodians and agents, Arrow estimates there were approximately 7,600 beneficial owners of Arrow’s common stock at December 31, 2020. Arrow has no other class of stock outstanding.
Equity Compensation Plan Information
The following table sets forth certain information regarding Arrow's equity compensation plans as of December 31, 2020. These equity compensation plans were (i) the 2013 Long-Term Incentive Plan ("LTIP") and its predecessor, Arrow's 2008 Long-Term Incentive Plan; (ii) the 2014 Employee Stock Purchase Plan ("ESPP"); and (iii) the 2020 Directors' Stock Plan ("DSP"). All of these plans have been approved by Arrow's shareholders.
| Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Restricted Stock Units, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||||||||
Equity Compensation Plans Approved by Security Holders (1)(2) | 275,753 | $ | 27.62 | 287,868 | |||||||||||||
| Equity Compensation Plans Not Approved by Security Holders | — | — | |||||||||||||||
| Total | 275,753 | 287,868 | |||||||||||||||
(1)The total of 275,753 shares listed in column (a) includes 264,090 which are issuable pursuant to outstanding stock options and 11,663 which are issuable pursuant to restricted stock units all granted under the LTIP or its predecessor plans.
(2)The total of 287,868 shares listed in column (c) includes (i) 178,391 shares of common stock available for future award grants under the LTIP, (ii) 62,349 shares of common stock available for future issuance under the ESPP, and (iii) 47,128 shares of common stock available for future issuance under the DSP.
STOCK PERFORMANCE GRAPHS
The following two graphs provide a comparison of the total cumulative return (assuming reinvestment of dividends) for the common stock of Arrow as compared to the Russell 2000 Index, the NASDAQ Banks Index and the Zacks $1B-$5B Bank Assets Index.
The first graph presents comparative stock performance for the five-year period from December 31, 2015 to December 31, 2020 and the second graph presents comparative stock performance for the fifteen-year period from December 31, 2005 to December 31, 2020.
The historical information in the graphs and accompanying tables may not be indicative of future performance of Arrow stock on the various stock indices.
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| TOTAL RETURN PERFORMANCE Period Ending | |||||||||||||||||||||||||||||||||||
| Index | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||||||||||||
| Arrow Financial Corporation | 100.00 | 158.47 | 140.88 | 140.81 | 176.56 | 148.98 | |||||||||||||||||||||||||||||
| Russell 2000 Index | 100.00 | 121.31 | 139.08 | 123.76 | 155.35 | 186.36 | |||||||||||||||||||||||||||||
| NASDAQ Banks Index | 100.00 | 135.40 | 144.24 | 119.76 | 150.57 | 141.32 | |||||||||||||||||||||||||||||
| Zacks $1B - $5B Bank Assets Index | 100.00 | 135.72 | 148.54 | 135.24 | 156.49 | 133.30 | |||||||||||||||||||||||||||||
Source: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2021.
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| TOTAL RETURN PERFORMANCE Period Ending | |||||||||||||||||||||||||||||||||||||||||||||||
| Index | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | |||||||||||||||||||||||||||||||||||||||
| Arrow Financial Corporation | 100.00 | 101.53 | 95.03 | 116.30 | 124.14 | 146.78 | 134.55 | 152.12 | |||||||||||||||||||||||||||||||||||||||
| Russell 2000 Index | 100.00 | 118.37 | 116.51 | 77.14 | 98.10 | 124.44 | 119.24 | 138.74 | |||||||||||||||||||||||||||||||||||||||
| NASDAQ Banks Index | 100.00 | 112.29 | 88.87 | 64.79 | 53.91 | 64.11 | 57.34 | 68.60 | |||||||||||||||||||||||||||||||||||||||
| Zacks $1B - $5B Bank Assets Index | 100.00 | 111.25 | 96.06 | 73.51 | 63.62 | 69.27 | 66.86 | 78.77 | |||||||||||||||||||||||||||||||||||||||
| TOTAL RETURN PERFORMANCE (Cont'd.) Period Ending | |||||||||||||||||||||||||||||||||||||||||||||||
| Index | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||||||||||||||||||||||
| Arrow Financial Corporation | 171.64 | 188.10 | 196.65 | 311.63 | 277.05 | 276.90 | 347.21 | 292.97 | |||||||||||||||||||||||||||||||||||||||
| Russell 2000 Index | 192.59 | 202.01 | 193.10 | 234.25 | 268.57 | 239.00 | 300.01 | 359.89 | |||||||||||||||||||||||||||||||||||||||
| NASDAQ Banks Index | 98.18 | 103.17 | 112.37 | 152.14 | 162.08 | 134.57 | 169.18 | 158.79 | |||||||||||||||||||||||||||||||||||||||
| Zacks $1B - $5B Bank Assets Index | 99.79 | 111.03 | 120.98 | 164.19 | 179.70 | 163.61 | 189.32 | 161.27 | |||||||||||||||||||||||||||||||||||||||
Source: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2021.
The preceding stock performance graphs and tables shall not be deemed incorporated by reference, by virtue of any general statement contained herein or in any other filing incorporated by reference herein, into any other SEC filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this information by reference into such filing, and shall not otherwise be deemed filed as part of any such other filing.
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Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
The following table presents information about repurchases by Arrow during the three months ended December 31, 2020 of Arrow's common stock (the only class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934):
| Fourth Quarter 2020 Calendar Month | (a) Total Number of Shares Purchased1 | (b) Average Price Paid Per Share1 | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2 | (d) Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs2 | |||||||||||||||||||
| October | 1,091 | $ | 27.60 | — | $ | 3,493,345 | |||||||||||||||||
| November | 1,973 | 28.53 | — | 3,493,345 | |||||||||||||||||||
| December | 15,843 | 30.77 | — | 3,493,345 | |||||||||||||||||||
| Total | 18,907 | 30.35 | — | ||||||||||||||||||||
1 The total number of shares purchased and the average price paid per share listed in columns (a) and (b) consist of (i) any shares purchased in such periods in open market or private transactions under the Arrow Financial Corporation Automatic Dividend Reinvestment Plan (the "DRIP") by the administrator of the DRIP, and (ii) shares surrendered or deemed surrendered to Arrow in such periods by holders of options to acquire Arrow common stock received by them under Arrow's long-term incentive plans ("LTIPs") in connection with their stock-for-stock exercise of such options, and shares repurchased by Arrow pursuant to its publicly-announced stock repurchase program. In the months indicated, the listed number of shares purchased included the following numbers of shares purchased by Arrow through such methods: October - DRIP purchases (1,091 shares); November - DRIP purchases (1,973 shares), and December - DRIP purchases (15,843 shares).
2 Includes only those shares acquired by Arrow pursuant to its publicly-announced stock repurchase programs. Arrow's only publicly announced stock repurchase program in effect for 2020 was the 2020 Repurchase Program approved by the Board of Directors and announced in October 2019, under which the Board authorized management, in its discretion, to repurchase from time to time during calendar year 2020, in the open market or in privately negotiated transactions, up to $5 million of Arrow common stock subject to certain exceptions. Arrow had no repurchases of its shares in the fourth quarter of 2020 under the 2020 Program.
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Item 6. Selected Financial Data
FIVE YEAR SUMMARY OF SELECTED DATA
Arrow Financial Corporation and Subsidiaries
(Dollars In Thousands, Except Per Share Data)
| Consolidated Statements of Income Data: | 2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||||||||||
| Interest and Dividend Income | $ | 111,896 | $ | 109,759 | $ | 96,503 | $ | 84,657 | $ | 76,915 | |||||||||||||||||||
| Interest Expense | 12,694 | 21,710 | 12,485 | 7,006 | 5,356 | ||||||||||||||||||||||||
| Net Interest Income | 99,202 | 88,049 | 84,018 | 77,651 | 71,559 | ||||||||||||||||||||||||
| Provision for Loan Losses | 9,319 | 2,079 | 2,607 | 2,736 | 2,033 | ||||||||||||||||||||||||
| Net Interest Income After Provision for Loan Losses | 89,883 | 85,970 | 81,411 | 74,915 | 69,526 | ||||||||||||||||||||||||
| Noninterest Income | 33,122 | 28,266 | 28,736 | 28,093 | 27,854 | ||||||||||||||||||||||||
| Net Gains (Losses) on Securities Transactions | (464) | 289 | 213 | (448) | (22) | ||||||||||||||||||||||||
| Noninterest Expense | (70,678) | (67,450) | (65,055) | (62,705) | (59,609) | ||||||||||||||||||||||||
| Income Before Provision for Income Taxes | 51,863 | 47,075 | 45,305 | 39,855 | 37,749 | ||||||||||||||||||||||||
| Provision for Income Taxes | 11,036 | 9,600 | 9,026 | 10,529 | 11,215 | ||||||||||||||||||||||||
| Net Income | $ | 40,827 | $ | 37,475 | $ | 36,279 | $ | 29,326 | $ | 26,534 | |||||||||||||||||||
Per Common Share: 1 | |||||||||||||||||||||||||||||
| Basic Earnings | $ | 2.64 | $ | 2.44 | $ | 2.37 | $ | 1.93 | $ | 1.76 | |||||||||||||||||||
| Diluted Earnings | 2.64 | 2.43 | 2.36 | 1.92 | 1.75 | ||||||||||||||||||||||||
Per Common Share: 1 | |||||||||||||||||||||||||||||
| Cash Dividends | $ | 1.02 | $ | 0.99 | $ | 0.94 | $ | 0.89 | $ | 0.86 | |||||||||||||||||||
| Book Value | 21.55 | 19.53 | 17.55 | 16.40 | 15.35 | ||||||||||||||||||||||||
Tangible Book Value 2 | 20.02 | 18.01 | 16.01 | 14.82 | 13.73 | ||||||||||||||||||||||||
| Consolidated Year-End Balance Sheet Data: | |||||||||||||||||||||||||||||
| Total Assets | $ | 3,688,636 | $ | 3,184,275 | $ | 2,988,334 | $ | 2,760,465 | $ | 2,605,242 | |||||||||||||||||||
| Securities Available-for-Sale | 365,287 | 357,334 | 317,535 | 300,200 | 346,996 | ||||||||||||||||||||||||
| Securities Held-to-Maturity | 218,405 | 245,065 | 283,476 | 335,907 | 345,427 | ||||||||||||||||||||||||
| Loans | 2,595,030 | 2,386,120 | 2,196,215 | 1,950,770 | 1,753,268 | ||||||||||||||||||||||||
Nonperforming Assets 3 | 6,561 | 5,662 | 6,782 | 7,797 | 7,186 | ||||||||||||||||||||||||
| Deposits | 3,234,726 | 2,616,054 | 2,345,584 | 2,245,116 | 2,116,546 | ||||||||||||||||||||||||
| Federal Home Loan Bank Advances | 45,000 | 160,000 | 279,000 | 160,000 | 178,000 | ||||||||||||||||||||||||
| Other Borrowed Funds | 42,703 | 76,353 | 74,659 | 84,966 | 55,836 | ||||||||||||||||||||||||
| Stockholders’ Equity | 334,392 | 301,728 | 269,584 | 249,603 | 232,852 | ||||||||||||||||||||||||
| Selected Key Ratios: | |||||||||||||||||||||||||||||
| Return on Average Assets | 1.17 | % | 1.24 | % | 1.27 | % | 1.09 | % | 1.06 | % | |||||||||||||||||||
| Return on Average Equity | 12.77 | 13.17 | 13.96 | 12.14 | 11.79 | ||||||||||||||||||||||||
Dividend Payout Ratio 4 | 38.64 | 40.74 | 39.83 | 46.35 | 49.14 | ||||||||||||||||||||||||
| Average Equity to Average Assets | 9.19 | 9.40 | 9.10 | 8.96 | 8.95 | ||||||||||||||||||||||||
1 Share and per share amounts have been adjusted for subsequent stock splits and dividends, including the most recent September 25, 2020 3% stock dividend.
2 Tangible book value excludes goodwill and other intangible assets from total equity.
3 Nonperforming assets consist of nonaccrual loans, loans past due 90 or more days but still accruing interest, repossessed assets, restructured loans, other real estate owned and nonaccrual investments.
4 Dividend Payout Ratio – cash dividends per share to fully diluted earnings per share.
23
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Selected Quarterly Information
Dollars in thousands, except per share amounts
Share and per share amounts have been restated for the September 2020 3% stock dividend
| Quarter Ended | 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | ||||||||||||||||||||||||
| Net Income | $ | 12,495 | $ | 11,046 | $ | 9,159 | $ | 8,127 | $ | 9,740 | |||||||||||||||||||
| Transactions Recorded in Net Income (Net of Tax): | |||||||||||||||||||||||||||||
| Net Changes in Fair Value of Equity Investments | 66 | (53) | (80) | (279) | 50 | ||||||||||||||||||||||||
Share and Per Share Data: 1 | |||||||||||||||||||||||||||||
| Period End Shares Outstanding | 15,516 | 15,489 | 15,461 | 15,432 | 15,448 | ||||||||||||||||||||||||
| Basic Average Shares Outstanding | 15,499 | 15,472 | 15,441 | 15,446 | 15,427 | ||||||||||||||||||||||||
| Diluted Average Shares Outstanding | 15,515 | 15,481 | 15,448 | 15,476 | 15,476 | ||||||||||||||||||||||||
| Basic Earnings Per Share | $ | 0.81 | $ | 0.71 | $ | 0.59 | $ | 0.53 | $ | 0.63 | |||||||||||||||||||
| Diluted Earnings Per Share | 0.81 | 0.71 | 0.59 | 0.53 | 0.63 | ||||||||||||||||||||||||
| Cash Dividend Per Share | 0.260 | 0.252 | 0.252 | 0.252 | 0.252 | ||||||||||||||||||||||||
| Selected Quarterly Average Balances: | |||||||||||||||||||||||||||||
| Interest-Bearing Deposits at Banks | $ | 349,430 | $ | 242,928 | $ | 155,931 | $ | 32,787 | $ | 28,880 | |||||||||||||||||||
| Investment Securities | 590,151 | 592,457 | 607,094 | 603,748 | 582,982 | ||||||||||||||||||||||||
| Loans | 2,610,834 | 2,582,253 | 2,518,198 | 2,394,346 | 2,358,110 | ||||||||||||||||||||||||
| Deposits | 3,256,238 | 3,082,499 | 2,952,432 | 2,670,009 | 2,607,421 | ||||||||||||||||||||||||
| Other Borrowed Funds | 95,047 | 136,117 | 129,383 | 170,987 | 177,877 | ||||||||||||||||||||||||
| Shareholders’ Equity | 331,899 | 324,269 | 316,380 | 306,527 | 296,124 | ||||||||||||||||||||||||
| Total Assets | 3,721,954 | 3,583,322 | 3,437,155 | 3,180,857 | 3,113,114 | ||||||||||||||||||||||||
| Return on Average Assets, annualized | 1.34 | % | 1.23 | % | 1.07 | % | 1.03 | % | 1.24 | % | |||||||||||||||||||
| Return on Average Equity, annualized | 14.98 | % | 13.55 | % | 11.64 | % | 10.66% | 13.05 | % | ||||||||||||||||||||
Return on Average Tangible Equity, annualized 2 | 16.13 | % | 14.61 | % | 12.58 | % | 11.55 | % | 14.18 | % | |||||||||||||||||||
| Average Earning Assets | $ | 3,550,415 | $ | 3,417,638 | $ | 3,281,223 | $ | 3,030,881 | $ | 2,969,972 | |||||||||||||||||||
| Average Paying Liabilities | 2,674,795 | 2,545,435 | 2,457,690 | 2,362,515 | 2,293,804 | ||||||||||||||||||||||||
| Interest Income | 28,372 | 27,296 | 28,002 | 28,226 | 28,367 | ||||||||||||||||||||||||
Tax-Equivalent Adjustment 3 | 251 | 284 | 281 | 288 | 321 | ||||||||||||||||||||||||
Interest Income, Tax-Equivalent 3 | 28,623 | 27,580 | 28,283 | 28,514 | 28,688 | ||||||||||||||||||||||||
| Interest Expense | 1,918 | 2,396 | 3,160 | 5,220 | 5,449 | ||||||||||||||||||||||||
| Net Interest Income | 26,454 | 24,900 | 24,842 | 23,006 | 22,918 | ||||||||||||||||||||||||
Net Interest Income, Tax-Equivalent 3 | 26,705 | 25,184 | 25,123 | 23,294 | 23,239 | ||||||||||||||||||||||||
| Net Interest Margin, annualized | 2.96 | % | 2.90 | % | 3.05 | % | 3.05 | % | 3.06 | % | |||||||||||||||||||
Net Interest Margin, Tax-Equivalent, annualized 3 | 2.99 | % | 2.93 | % | 3.08 | % | 3.09 | % | 3.10 | % | |||||||||||||||||||
Efficiency Ratio Calculation: 4 | |||||||||||||||||||||||||||||
| Noninterest Expense | $ | 18,192 | $ | 17,487 | $ | 17,245 | $ | 17,754 | $ | 17,099 | |||||||||||||||||||
| Less: Intangible Asset Amortization | 56 | 56 | 57 | 58 | 60 | ||||||||||||||||||||||||
| Net Noninterest Expense | 18,136 | 17,431 | 17,188 | 17,696 | 17,039 | ||||||||||||||||||||||||
| Net Interest Income, Tax-Equivalent | 26,705 | 25,184 | 25,123 | 23,294 | 23,239 | ||||||||||||||||||||||||
| Noninterest Income | 9,103 | 8,697 | 7,164 | 7,694 | 7,081 | ||||||||||||||||||||||||
| Less: Net Changes in Fair Value of Equity Investments | 88 | (72) | (106) | (374) | 67 | ||||||||||||||||||||||||
| Net Gross Income | $ | 35,720 | $ | 33,953 | $ | 32,393 | $ | 31,362 | $ | 30,253 | |||||||||||||||||||
| Efficiency Ratio | 50.77 | % | 51.34 | % | 53.06 | % | 56.42 | % | 56.32 | % | |||||||||||||||||||
Period-End Capital Information: 5 | |||||||||||||||||||||||||||||
| Total Stockholders’ Equity (i.e. Book Value) | $ | 334,392 | $ | 325,660 | $ | 317,687 | $ | 309,398 | $ | 301,728 | |||||||||||||||||||
Book Value per Share 1 | 21.55 | 21.02 | 20.55 | 20.05 | 19.53 | ||||||||||||||||||||||||
| Goodwill and Other Intangible Assets, net | 23,823 | 23,662 | 23,535 | 23,513 | 23,534 | ||||||||||||||||||||||||
Tangible Book Value per Share 1,2 | 20.02 | 19.50 | 19.03 | 18.53 | 18.01 | ||||||||||||||||||||||||
Capital Ratios: 5 | |||||||||||||||||||||||||||||
| Tier 1 Leverage Ratio | 9.07 | % | 9.17 | % | 9.32 | % | 9.87 | % | 9.98 | % | |||||||||||||||||||
Common Equity Tier 1 Capital Ratio | 13.39 | % | 13.20 | % | 13.07 | % | 12.84 | % | 12.94 | % | |||||||||||||||||||
| Tier 1 Risk-Based Capital Ratio | 14.24 | % | 14.06 | % | 13.94 | % | 13.72 | % | 13.83 | % | |||||||||||||||||||
| Total Risk-Based Capital Ratio | 15.48 | % | 15.28 | % | 15.10 | % | 14.76 | % | 14.78 | % | |||||||||||||||||||
| Assets Under Trust Administration & Investment Mgmt | $ | 1,659,029 | $ | 1,537,128 | $ | 1,502,866 | $ | 1,342,531 | $ | 1,543,653 | |||||||||||||||||||
24
Selected Twelve-Month Information
Dollars in thousands, except per share amounts
Share and per share amounts have been restated for the September 2020 3% stock dividend
| 2020 | 2019 | 2018 | |||||||||||||||
| Net Income | $ | 40,827 | $ | 37,475 | $ | 36,279 | |||||||||||
| Transactions Recorded in Net Income (Net of Tax): | |||||||||||||||||
| Net (Loss) Gain on Securities | (346) | 214 | 158 | ||||||||||||||
Period End Shares Outstanding1 | 15,516 | 15,448 | 15,354 | ||||||||||||||
Basic Average Shares Outstanding1 | 15,465 | 15,388 | 15,285 | ||||||||||||||
Diluted Average Shares Outstanding1 | 15,479 | 15,433 | 15,370 | ||||||||||||||
Basic Earnings Per Share1 | $ | 2.64 | $ | 2.44 | $ | 2.37 | |||||||||||
Diluted Earnings Per Share1 | 2.64 | 2.43 | 2.36 | ||||||||||||||
Cash Dividends Per Share1 | 1.02 | 0.99 | 0.92 | ||||||||||||||
| Average Assets | 3,481,761 | 3,028,028 | 2,855,753 | ||||||||||||||
| Average Equity | 319,814 | 284,640 | 259,835 | ||||||||||||||
| Return on Average Assets | 1.17 | % | 1.24 | % | 1.27 | % | |||||||||||
| Return on Average Equity | 12.77 | % | 13.17 | % | 13.96 | % | |||||||||||
| Average Earning Assets | $ | 3,320,937 | $ | 2,891,322 | $ | 2,734,160 | |||||||||||
| Average Interest-Bearing Liabilities | 2,510,655 | 2,241,942 | 2,113,102 | ||||||||||||||
| Interest Income | 111,896 | 109,759 | 96,503 | ||||||||||||||
| Interest Income, Tax-Equivalent* | 113,000 | 111,173 | 98,214 | ||||||||||||||
| Interest Expense | 12,694 | 21,710 | 12,485 | ||||||||||||||
| Net Interest Income | 99,202 | 88,049 | 84,018 | ||||||||||||||
| Net Interest Income, Tax-Equivalent* | 100,306 | 89,463 | 85,729 | ||||||||||||||
| Net Interest Margin | 2.99 | % | 3.05 | % | 3.07 | % | |||||||||||
| Net Interest Margin, Tax-Equivalent* | 3.02 | % | 3.09 | % | 3.14 | % | |||||||||||
Efficiency Ratio Calculation*4 | |||||||||||||||||
| Noninterest Expense | $ | 70,678 | $ | 67,450 | $ | 65,055 | |||||||||||
| Less: Intangible Asset Amortization | 227 | 245 | 263 | ||||||||||||||
| Net Noninterest Expense | 70,451 | 67,205 | 64,792 | ||||||||||||||
| Net Interest Income, Tax-Equivalent | 100,306 | 89,463 | 85,729 | ||||||||||||||
| Noninterest Income | 32,658 | 28,555 | 28,949 | ||||||||||||||
| Less: Net (Loss) Gain on Securities | (464) | 289 | 213 | ||||||||||||||
| Net Gross Income, Adjusted | $ | 133,428 | $ | 117,729 | $ | 114,465 | |||||||||||
| Efficiency Ratio* | 55.69 | % | 57.08 | % | 56.60 | % | |||||||||||
Period-End Capital Information: | |||||||||||||||||
| Tier 1 Leverage Ratio | 9.07 | % | 9.98 | % | 9.61 | % | |||||||||||
| Total Stockholders’ Equity (i.e. Book Value) | $ | 334,392 | $ | 301,728 | $ | 269,584 | |||||||||||
| Book Value per Share | 21.55 | 19.53 | 17.56 | ||||||||||||||
| Intangible Assets | 23,823 | 23,534 | 23,725 | ||||||||||||||
Tangible Book Value per Share 2 | 20.02 | 18.01 | 16.01 | ||||||||||||||
| Asset Quality Information: | |||||||||||||||||
| Net Loans Charged-off as a Percentage of Average Loans | 0.05 | % | 0.05 | % | 0.05 | % | |||||||||||
| Provision for Loan Losses as a Percentage of Average Loans | 0.37 | % | 0.09 | % | 0.13 | % | |||||||||||
| Allowance for Loan Losses as a Percentage of Period-End Loans | 1.13 | % | 0.89 | % | 0.92 | % | |||||||||||
| Allowance for Loan Losses as a Percentage of Nonperforming Loans | 456.32 | % | 481.41 | % | 365.74 | % | |||||||||||
| Nonperforming Loans as a Percentage of Period-End Loans | 0.25 | % | 0.18 | % | 0.25 | % | |||||||||||
| Nonperforming Assets as a Percentage of Total Assets | 0.18 | % | 0.18 | % | 0.23 | % | |||||||||||
*See "Use of Non-GAAP Financial Measures" on page 4.
25
Arrow Financial Corporation
Reconciliation of Non-GAAP Financial Information
(Dollars In Thousands, Except Per Share Amounts)
| Footnotes: | ||||||||||||||||||||||||||||||||
| 1. | Share and per share data have been restated for the September 25, 2020, 3% stock dividend. | |||||||||||||||||||||||||||||||
| 2. | Non-GAAP Financial Measure Reconciliation: Tangible Book Value, Tangible Equity, and Return on Tangible Equity exclude goodwill and other intangible assets, net from total equity. These are non-GAAP financial measures which Arrow believes provides investors with information that is useful in understanding its financial performance. | |||||||||||||||||||||||||||||||
| 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | ||||||||||||||||||||||||||||
| Total Stockholders' Equity (GAAP) | $ | 334,392 | $ | 325,660 | $ | 317,687 | $ | 309,398 | $ | 301,728 | ||||||||||||||||||||||
| Less: Goodwill and Other Intangible assets, net | 23,823 | 23,662 | 23,535 | 23,513 | 23,534 | |||||||||||||||||||||||||||
| Tangible Equity (Non-GAAP) | $ | 310,569 | $ | 301,998 | $ | 294,152 | $ | 285,885 | $ | 278,194 | ||||||||||||||||||||||
| Period End Shares Outstanding | 15,516 | 15,489 | 15,461 | 15,432 | 15,448 | |||||||||||||||||||||||||||
| Tangible Book Value per Share (Non-GAAP) | $ | 20.02 | $ | 19.50 | $ | 19.03 | $ | 18.53 | $ | 18.01 | ||||||||||||||||||||||
| Net Income | 12,495 | 11,046 | 9,159 | 8,127 | 9,740 | |||||||||||||||||||||||||||
| Return on Tangible Equity (Net Income/Tangible Equity - Annualized) | 16.13 | % | 14.61 | % | 12.58 | % | 11.55 | % | 14.18 | % | ||||||||||||||||||||||
| 3. | Non-GAAP Financial Measure Reconciliation: Net Interest Margin is the ratio of annualized tax-equivalent net interest income to average earning assets. This is also a non-GAAP financial measure which Arrow believes provides investors with information that is useful in understanding its financial performance. | |||||||||||||||||||||||||||||||
| 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | ||||||||||||||||||||||||||||
| Interest Income (GAAP) | $ | 28,372 | $ | 27,296 | $ | 28,002 | $ | 28,226 | $ | 28,367 | ||||||||||||||||||||||
| Add: Tax Equivalent Adjustment (Non-GAAP) | 251 | 284 | 281 | 288 | 321 | |||||||||||||||||||||||||||
| Interest Income - Tax Equivalent (Non-GAAP) | $ | 28,623 | $ | 27,580 | $ | 28,283 | $ | 28,514 | $ | 28,688 | ||||||||||||||||||||||
| Net Interest Income (GAAP) | $ | 26,454 | $ | 24,900 | $ | 24,842 | $ | 23,006 | $ | 22,918 | ||||||||||||||||||||||
| Add: Tax-Equivalent adjustment (Non-GAAP) | 251 | 284 | 281 | 288 | 321 | |||||||||||||||||||||||||||
| Net Interest Income - Tax Equivalent (Non-GAAP) | $ | 26,705 | $ | 25,184 | $ | 25,123 | $ | 23,294 | $ | 23,239 | ||||||||||||||||||||||
| Average Earning Assets | $ | 3,550,415 | $ | 3,417,638 | $ | 3,281,223 | $ | 3,030,881 | $ | 2,969,972 | ||||||||||||||||||||||
| Net Interest Margin (Non-GAAP) | 2.99 | % | 2.93 | % | 3.08 | % | 3.09 | % | 3.10 | % | ||||||||||||||||||||||
| 4. | Non-GAAP Financial Measure Reconciliation: Financial Institutions often use the "efficiency ratio", a non-GAAP ratio, as a measure of expense control. Arrow believes the efficiency ratio provides investors with information that is useful in understanding its financial performance. Arrow defines efficiency ratio as the ratio of noninterest expense to net gross income (which equals tax-equivalent net interest income plus noninterest income, as adjusted). | |||||||||||||||||||||||||||||||
| 5. | For the current quarter, all of the regulatory capital ratios in the table above, as well as the Total Risk-Weighted Assets and Common Equity Tier 1 Capital amounts listed in the table below, are estimates based on, and calculated in accordance with bank regulatory capital rules. All prior quarters reflect actual results. The December 31, 2020 CET1 ratio listed in the tables (i.e., 13.39%) exceeds the sum of the required minimum CET1 ratio plus the fully phased-in Capital Conservation Buffer (i.e., 7.00%). | |||||||||||||||||||||||||||||||
| 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | ||||||||||||||||||||||||||||
| Total Risk Weighted Assets | $ | 2,357,094 | $ | 2,321,637 | $ | 2,283,430 | $ | 2,275,902 | $ | 2,237,127 | ||||||||||||||||||||||
| Common Equity Tier 1 Capital | 315,696 | 306,356 | 298,362 | 292,165 | 289,409 | |||||||||||||||||||||||||||
| Common Equity Tier 1 Ratio | 13.39 | % | 13.20 | % | 13.07 | % | 12.84 | % | 12.94 | % | ||||||||||||||||||||||
26
CRITICAL ACCOUNTING ESTIMATES
The significant accounting policies, as described in Note 2 - Summary of Significant Accounting Policies to the notes to the Consolidated Financial Statements are essential in understanding the Management Discussion and Analysis. Many of the significant accounting policies require complex judgments to estimate the values of assets and liabilities. Arrow has procedures and processes in place to facilitate making these judgments. The more judgmental estimates are summarized in the following discussion. In many cases, there are numerous alternative judgments that could be used in the process of determining the inputs to the models. Where alternatives exist, Arrow has used the factors that are believed to represent the most reasonable value in developing the inputs. Actual performance that differs from estimates of the key variables could impact the results of operations.
Allowance for loan losses: The allowance for loan losses represents management’s estimate of probable losses inherent in Arrow's loan portfolio. The process for determining the allowance for loan losses is discussed in Note 2, Summary of Significant Accounting Policies and Note 5, Loans, to the notes to the Consolidated Financial Statements. Arrow evaluates the allowance at the portfolio segment level and the portfolio segments are commercial, commercial real estate, consumer loans and residential real estate. Due to the variability in the drivers of the assumptions used in this process, estimates of the portfolio’s inherent risks and overall collectability change with changes in the economy, individual industries, and borrowers’ ability and willingness to repay their obligations. The degree to which any particular assumption affects the allowance for loan losses depends on the severity of the change and its relationship to the other assumptions. Key judgments used in determining the allowance for loan losses for individual commercial loans include credit quality indicators, collateral values and estimated cash flows for impaired loans. For pools of loans, Arrow considers the historical net loss experience, and as necessary, adjustments to address current events and conditions, considerations regarding economic uncertainty, and overall credit conditions. The historical net loss factors incorporate a rolling average annual twelve quarter look-back period of the respective segment that have occurred within each pool of loans over the loss emergence period (LEP), adjusted as necessary based upon consideration of qualitative considerations impacting the inherent risk of loss in the respective loan portfolios. The LEP is an estimate of the average amount of time from the point at which a loss is incurred on a loan to the point at which the loss is recognized in the financial statements. Since the LEP may change under various economic environments, the LEP calculation is updated on an annual basis. The process of determining the level of the allowance for loan losses requires a high degree of judgment. Any downward trend in the economy, regional or national, may require Arrow to increase the allowance for loan losses resulting in a negative impact on the results of operations and financial condition.
27
A. OVERVIEW
The following discussion and analysis focuses on and reviews Arrow's results of operations for each of the years in the three-year period ended December 31, 2020 and the financial condition as of December 31, 2020 and 2019. The discussion below should be read in conjunction with the selected quarterly and annual information set forth above and the Consolidated Financial Statements and other financial data presented elsewhere in this Report. When necessary, prior-year financial information has been reclassified to conform to the current-year presentation.
COVID-19 Pandemic:
In March 2020, the World Health Organization recognized COVID-19 as a pandemic. In response, the United States federal government and various state and local governments have, among other actions, imposed travel and business restrictions and required or advised communities in which we do business to adopt stay-at-home orders and social distancing guidelines, causing some businesses to adjust, reduce or suspend operating activities. Like many businesses, Arrow expects the operations and financial results to continue to be adversely impacted by the COVID-19 pandemic. The severity, magnitude and duration of the current pandemic are still uncertain, rapidly changing and hard to predict.
Arrow continues to manage its COVID-19 response with health and safety concerns as a top priority. Throughout 2020, the Business Continuity Task Force, representing leadership from across the organization, focused on maintaining protocols that have allowed Arrow to continue operations. Arrow actively monitors developments, and if future restrictions are imposed, is confident in its ability to continue to provide essential banking services and meet customer needs.
Arrow provided full access at its facilities or appointment-only access depending on conditions present at that time. Drive-ins and ATMs are open, and Arrow continues to promote digital banking alternatives. Inside Arrow's facilities, safety measures continue to be followed, including required face coverings, social distancing and personal protective equipment such as shields and hand sanitizing stations, along with frequent cleanings. Remote work is encouraged whenever feasible for employees. In addition, work-related travel remains paused and in-person meetings have been minimized. Arrow remains committed to delivering essential financial services to its communities.
Requests for financial hardship assistance were reduced from early pandemic levels. Loans being deferred as a result of the COVID-19 pandemic were $15.3 million, or 0.6% of loans outstanding, as of December 31, 2020. Arrow worked closely with small business borrowers from the initial round of PPP loans on the forgiveness process. Arrow is currently helping customers obtain funding through an additional round of PPP support. As of year-end, Arrow had assisted more than 1,400 small businesses, with more than $142.7 million in aggregate PPP loans.
While COVID-19 did not have a material adverse effect on 2020 financial results, Arrow is actively monitoring the impact of the pandemic on the business and results of operations.
As Arrow cannot predict the duration or scope of the pandemic or its impact on economic and financial markets or its impact on the business, Arrow is unable to reasonably estimate the overall impact on the Company. For further discussion of the impact COVID-19 has had and may in the future have on Arrow and its financial results and operations, please refer to the Risk Factors included in Part I, Item 1A, beginning on page 13 of this Report.
Summary of 2020 Financial Results: For the year ended December 31, 2020, net income was a record $40.8 million, up 8.9% over net income of $37.5 million for 2019. Diluted EPS was $2.64 for 2020, up 8.5% from $2.43 in 2019.
Arrow's profitability ratios remained solid in 2020, as return on average equity and return on average assets were 12.77% and 1.17%, respectively, for the year, as compared to 13.17% and 1.24%, respectively, for 2019.
At December 31, 2020, total loan balances reached $2.6 billion, up $209 million, or 8.8%, from the prior-year level. The consumer loan portfolio grew by $48.6 million, or 6.0%, over the balance at December 31, 2019, primarily as a result of continued strength in the indirect automobile lending program. The residential real estate loan portfolio increased $9.2 million, or 1.0%. The increase in the real estate loan portfolio is net of approximately $83.9 million of loans sold in 2020. Commercial loans, including commercial real estate, increased $151.1 million, or 22.9%, over the balances at December 31, 2019. The increase in commercial loans includes $110.4 million in remaining PPP loans.
At December 31, 2020, total deposit balances reached $3.2 billion, up by $618.7 million, or 23.6%, from the prior-year level. Noninterest-bearing deposits grew by $216.4 million, or 44.6%, during 2020, and represented 21.7% of total deposits at year-end as compared to the prior-year level of 18.5%. At December 31, 2020, total time deposits decreased $117.7 million from the prior-year level, including a reduction of $80.6 million in brokered time deposits.
Net interest income for the year ending December 31, 2020 was $99.2 million, an increase of $11.2 million, or 12.7%, from the prior year. Loan growth generated $100.5 million in interest and fees on loans, an increase of 5.3% from the $95.5 million in interest and fees on loans for the year ending December 31, 2019. Interest expense for the year ending December 31, 2020 was $12.7 million. This is a decrease of $9.0 million, or 41.5%, from the $21.7 million in expense for the year ending December 31, 2019. The net interest margin was 2.99% for the year ending December 31, 2020, as compared to 3.05% for the year ended December 31, 2019. The change in net interest margin from the prior year was due to a variety of factors, including lower interest rates, increased cash balances and the impact of participating in the PPP.
Noninterest income was $32.7 million for the year ending December 31, 2020, an increase of 14.4% as compared to $28.6 million for the year ending December 31, 2019. Gain on sale of loans increased $3.3 million due to a variety of factors, including strong demand for residential mortgages in our operating markets, favorable market conditions for mortgage sales and strategic balance sheet and interest-rate risk management decisions. Income generated from fiduciary activities as well as fees for other services from customers were flat compared to the prior year. Insurance revenue decreased by $306 thousand from the prior year. Noninterest income represented 24.8% of total revenues in 2020 as compared to 24.5% for the year ending December 31, 2019. Other operating income increased in 2020 as compared to 2019 as a result of several factors, including gain on sale of
28
fixed assets and other real estate owned, as well as increased income related to interest rate swap agreements and bank owned life insurance.
Noninterest expense for the year ending December 31, 2020 increased by $3.2 million, or 4.8%, to $70.7 million compared to $67.5 million in 2019. The largest component of noninterest expense is salaries and benefits paid to our employees, which totaled $42.1 million in 2020, as compared to $38.4 million in 2019.
In 2020, Arrow opened a 12th Saratoga National Bank Branch, as well as a Capital Region Business Development Office in Latham, New York. Additionally, Glens Falls National Bank consolidated Branches in Queensbury and Greenwich into nearby locations.
Asset quality remained strong in 2020, as evidenced by low levels of nonperforming assets and charge-offs. Net loan losses for the full year 2020 were 0.05% of average loans outstanding, consistent with the 2019 ratio. Nonperforming assets of $6.6 million at December 31, 2020, represented 0.18% of period-end assets, consistent with December 31, 2019.
Arrow's allowance for loan losses was $29.2 million at December 31, 2020, which represented 1.13% of loans outstanding, an increase from 0.89% at year-end 2019. Although credit quality remains strong, the increase in the allowance reflects the uncertainty related to the COVID-19 pandemic. When expressed as a percentage of nonperforming loans, the allowance for loan loss coverage ratio was 456.3% at year-end 2020. Arrow adopted the Current Expected Credit Losses (CECL) accounting standard as of January 1, 2021.
At December 31, 2020, Arrow’s liquidity position was strong. Interest-bearing cash balances at December 31, 2020 were $338.9 million. Arrow continues to be well-prepared to address any unexpected volatility due to the COVID-19 pandemic, which may affect cash flow and deposit balances. At December 31, 2020, contingent collateralized lines of credit available through the Federal Home Loan Bank of New York and Federal Reserve Bank, totaled $1.5 billion. Arrow also has additional liquidity options currently available, including unsecured Fed Funds lines of credit and brokered deposit markets.
The changes in net income, net interest income and net interest margin between the current and prior year are discussed in detail under the heading "RESULTS OF OPERATIONS," beginning on page 32.
Regulatory Capital and Increase in Stockholders' Equity: As of December 31, 2020, Arrow continued to exceed all required minimum capital ratios under the current bank regulatory capital rules as implemented under Dodd-Frank (the "Capital Rules") at both the holding company and bank levels. At that date, both subsidiary banks, as well as the holding company, continued to qualify as "well-capitalized" under the capital classification guidelines as defined by the Capital Rules. Because of continued profitability and strong asset quality, the regulatory capital levels throughout recent years have consistently remained well in excess of the various required regulatory minimums in effect from time to time, as they do at present. Pursuant to the Capital Rules, required minimum regulatory capital levels for insured banks and their parent holding companies increased in 2019.
The federal bank regulators have issued a final rule to implement the “community bank leverage ratio”, introducing an optional simplified measure of capital adequacy for qualifying community banking organizations ("CBLR"). To qualify for the CBLR framework, a community banking organization must satisfy certain requirements, including having a leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all the requirements under the CBLR framework will be considered to have met the well-capitalized ratio requirements under the “prompt corrective action” regulations and will not be required to report or calculate risk-based capital ratios. Subsequently, Section 4012 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act required the federal banking agencies to temporarily lower the threshold for election of the CBLR framework, issuing two interim final rules to set the CBLR at 8% as of the second quarter of 2020 and then gradually re-establish the CBLR at 9%.
Under the final rule, the CBLR remained at 8% through the end of 2020. Community banks that have a leverage ratio of 8% or greater and meet certain other criteria may elect to use the CBLR framework. Beginning in 2021, the CBLR increased to 8.5% for the calendar year. Community banks will have until January 1, 2022, before the leverage ratio requirement to use the CBLR framework will return to 9%.
The final rule also maintains a two-quarter grace period for a qualifying community banking organization whose leverage ratio falls no more than one percentage point below the applicable CBLR requirement.
The CBLR final rule became effective as of January 1, 2020, and Arrow and both subsidiary banks have opted out of utilizing the CBLR framework. Therefore, the Capital Rules promulgated under Dodd-Frank will remain applicable to Arrow.
Total stockholders' equity was $334.4 million at December 31, 2020, an increase of $32.7 million, or 10.8%, from the year earlier level. The components of the change in stockholders' equity since year-end 2018 are presented in the Consolidated Statement of Changes in Stockholders' Equity on page 62. Total book value per share increased by 10.3% over the prior year level. At December 31, 2020, tangible book value per share, a non-GAAP financial measure calculated based on tangible book value (total stockholders' equity minus intangible assets including goodwill) was $20.02, an increase of $2.01, or 11.2%, over the December 31, 2019 amount. The increase in total stockholders' equity during 2020 principally reflected the following factors: $40.83 million of net income for the year, plus $1.81 million of equity related to various stock-based compensation plans, plus $1.81 million of equity resulting from the dividend reinvestment plan, plus other comprehensive income of $5.54 million reduced by cash dividends of $15.74 million and the repurchases of common stock of $1.58 million. As of December 31, 2020, Arrow's closing stock price was $29.91, resulting in a trading multiple of 1.49 to Arrow's tangible book value. The Board of Directors declared and the Company paid a cash dividend of $0.252 per share for the first three quarters of 2020, as adjusted for a 3% stock dividend distributed September 25, 2020, a cash dividend of $0.26 per share for the fourth quarter of 2020, and has declared a $0.26 per share cash dividend for the first quarter of 2021.
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Loan quality: Nonperforming loans were $6.4 million at December 31, 2020, an increase of $2.0 million, or 45.6%, from year-end 2019. The ratio of nonperforming loans to period-end loans at December 31, 2020 was 0.25%, an increase from 0.18% at December 31, 2019 and less than the Company's peer group ratio of 0.64% at September 30, 2020. Loans charged-off (net of recoveries) against the allowance for loan losses was $1.3 million for 2020, an increase of $186 thousand from 2019. The ratio of net charge-offs to average loans was 0.05% for 2020 and 2019, compared to the peer group ratio of 0.10% for the period ended September 30, 2020. At December 31, 2020, the allowance for loan losses was $29.2 million, representing 1.13% of total loans, an increase of 24 basis points from the December 31, 2019 ratio. Although credit quality remains strong, the increase in loan loss provision expense reflects the uncertainty resulting from the COVID-19 pandemic. Arrow adopted the Current Expected Credit Losses ("CECL") accounting standard as of January 1, 2021.
Loan Segments: As of December 31, 2020, total loans grew $208.9 million, or 8.8%, as compared to the balance at December 31, 2019. The largest increase was in commercial and commercial real estate loans, which increased by $151.1 million or 22.9%, from December 31, 2019. The majority of the increase in commercial loans resulted from the origination of PPP loans, of which $114.6 million remained outstanding at December 31, 2020. The residential real estate loan portfolio increased $9.2 million, or 1.0%. The increase in the real estate loan portfolio is net of approximately $83.9 million of loans sold in 2020. In addition, consumer loans expanded $48.6 million, or 6.0%. The economic factors resulting from the COVID-19 pandemic, including but not limited to restrictions on non-essential businesses, will most likely adversely impact loan growth for all or a portion of 2021.
◦ Commercial and Commercial Real Estate Loans: Combined, these loans comprise 31.3% of the total loan portfolio at period-end. Commercial property values in the Company’s region have largely remained stable in 2020, however, there remains uncertainty surrounding market conditions due to the pandemic. Appraisals on nonperforming and watched CRE loan properties are updated as deemed necessary, usually when the loan is downgraded or when there has been significant market deterioration since the last appraisal. The temporary closure of nonessential business in New York impacted, and may continue to impact, Arrow's customer base. Government intervention, with programs such as the PPP, may mitigate the economic risk to both Arrow and its customers, however the full impact cannot be determined at this time.
◦ Consumer Loans: These loans (primarily automobile loans) comprised approximately 33.1% of the total loan portfolio at period-end. Consumer automobile loans at December 31, 2020, were $854.7 million, or 99.4% of this portfolio segment. In 2020, Arrow did not experience any significant increase in the delinquency rate or in the percentage of nonperforming loans in this segment. The vast majority of automobile loans are initiated through the purchase of vehicles by consumers with automobile dealers. As of December 31, 2020, the physical sale of vehicles through dealerships is occurring, however, it had been curtailed for a portion of 2020 as part of the response to the COVID-19 pandemic in New York and Vermont, our primary dealer network.
◦ Residential Real Estate Loans: These loans, including home equity loans, made up 35.6% of the total loan portfolio at period-end. The residential real estate market in the Company's service area has been stable in recent periods. Arrow originated nearly all of the residential real estate loans currently held in the loan portfolio and applies conservative underwriting standards to loan originations. Arrow typically sells a portion of residential real estate mortgage originations into the secondary market. The ratio of the sales of originations to total originations tends to fluctuate from period to period based on market conditions and other factors. Sales increased in 2020, due to a variety of factors, including strong demand for residential mortgages in our operating markets, favorable market conditions for mortgage sales and strategic balance sheet and interest-rate risk management decisions. The rate at which mortgage loan originations are sold in future periods will depend on various circumstances, including prevailing mortgage rates, other lending opportunities, capital and liquidity needs, and the availability of a market for such transactions. Due to the COVID-19 pandemic, it is not yet possible to determine the long term economic impact on our residential real estate loan portfolio. It should be noted, however, that historically low interest rates led to higher originations in 2020 as compared to 2019.
Liquidity and access to credit markets: Arrow did not experience any liquidity problems or special concerns in recent years or in 2020. Arrow’s liquidity position provides the necessary flexibility to address any unexpected near-term disruptions that may develop as a result of the COVID-19 pandemic such as: reduced cash-flows from the investment and loan portfolios and aggressive funding of programs associated with response efforts. Interest-bearing cash balances at December 31, 2020 were $338.9 million compared to $23.2 million at December 31, 2019. Operating collateralized lines of credit are established and available through the FHLBNY and FRB, totaling $1.5 billion. The terms of Arrow's lines of credit have not changed significantly in recent periods (see the general liquidity discussion on page 48). To address liquidity needs beyond maintaining and growing core deposit balances, Arrow has principally relied 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 of funds (the main liability-based sources are an overnight borrowing arrangement with correspondent banks, an arrangement for overnight borrowing and term credit advances from the FHLBNY, and an additional arrangement for short-term advances at the Federal Reserve Bank discount window). Regular liquidity stress tests and tests of the contingent liquidity plan are performed to ensure that an adequate amount of available funds can be generated to meet a wide variety of potential liquidity crises including the current COVID-19 pandemic.
Visa Class B Common Stock: Arrow's subsidiary bank, Glens Falls National, like other Visa member banks, bears some indirect contingent liability for Visa's direct liability arising out of certain antitrust claims involving merchant discounts to the extent that Visa's liability might exceed the amount funded in its litigation escrow account. On December 13, 2019 the Court granted final approval to a settlement in this class action lawsuit. But, on January 3, 2020 an appeal of the final-approved order was filed
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with the court. It is unknown how long the appeals process will take. When the appeals process is resolved and assuming the balance in the litigation escrow account is sufficient to cover the litigation claims and related expenses, Arrow could potentially realize a gain on the receipt of Visa Class A common stock. At December 31, 2020, Glens Falls National held 27,771 shares of Visa Class B common stock, and utilizing the conversion ratio to Class A common stock at that time, these Class B shares would convert to 45,000 shares of Visa Class A common stock. Since the litigation settlement is not certain, the Company has not recognized any economic value for these shares.
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B. RESULTS OF OPERATIONS
The following analysis of net interest income, the provision for loan losses, noninterest income, noninterest expense and income taxes, highlights the factors that had the greatest impact on the results of operations for December 31, 2020 and the prior two years. For a comparison of the years ended December 31, 2018 and 2019, see Part II. Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2019.
I. NET INTEREST INCOME
Net interest income represents the difference between interest, dividends and fees earned on loans, securities and other earning assets and interest paid on deposits and other sources of funds. Changes in net interest income result from changes in the level and mix of earning assets and sources of funds (volume) and changes in the yields earned and interest rates paid (rate). Net interest margin is the ratio of net interest income to average earning assets. Net interest income may also be described as the product of average earning assets and the net interest margin.
CHANGE IN NET INTEREST INCOME
(Dollars In Thousands) (GAAP Basis)
| Years Ended December 31, | Change From Prior Year | ||||||||||||||||||||||||||||||||||||||||
2019 to 2020 | 2018 to 2019 | ||||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | Amount | % | Amount | % | |||||||||||||||||||||||||||||||||||
| Interest and Dividend Income | $ | 111,896 | $ | 109,759 | $ | 96,503 | $ | 2,137 | 1.9 | % | $ | 13,256 | 13.7 | % | |||||||||||||||||||||||||||
| Interest Expense | 12,694 | 21,710 | 12,485 | (9,016) | (41.5) | % | 9,225 | 73.9 | % | ||||||||||||||||||||||||||||||||
| Net Interest Income | $ | 99,202 | $ | 88,049 | $ | 84,018 | $ | 11,153 | 12.7 | % | $ | 4,031 | 4.8 | % | |||||||||||||||||||||||||||
Net interest income was $99.2 million in 2020, an increase of $11.2 million, or 12.7%, from the $88.0 million in 2019. This compared to an increase of $4.0 million, or 4.8%, from 2018 to 2019. Factors contributing to the year-to-year changes in net interest income over the three-year period are discussed in the following portions of this Section B.I.
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The following tables reflects the components of net interest income, setting forth, for years ended December 31, 2020, 2019 and 2018: (i) average balances of assets, liabilities and stockholders' equity, (ii) interest and dividend income earned on earning assets and interest expense incurred on interest-bearing liabilities, (iii) average yields earned on earning assets and average rates paid on interest-bearing liabilities, (iv) the net interest spread (average yield less average cost) and (v) the net interest margin (yield) on earning assets. The yield on securities available-for-sale is based on the amortized cost of the securities. Nonaccrual loans are included in average loans.
Average Consolidated Balance Sheets and Net Interest Income Analysis
(GAAP basis)
(Dollars in Thousands)
| Years Ended December 31: | 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest | Rate | Interest | Rate | Interest | Rate | ||||||||||||||||||||||||||||||||||||||||||||||||
| Average | Income/ | Earned/ | Average | Income/ | Earned/ | Average | Income/ | Earned/ | |||||||||||||||||||||||||||||||||||||||||||||
| Balance | Expense | Paid | Balance | Expense | Paid | Balance | Expense | Paid | |||||||||||||||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits at Banks | $ | 195,821 | $ | 321 | 0.16 | % | $ | 26,816 | 722 | 2.69 | % | 30,475 | 711 | 2.33 | % | ||||||||||||||||||||||||||||||||||||||
| Investment Securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fully Taxable | 398,915 | 7,131 | 1.79 | % | 357,669 | 8,883 | 2.48 | % | 382,703 | 8,582 | 2.24 | % | |||||||||||||||||||||||||||||||||||||||||
| Exempt from Federal Taxes | 199,410 | 3,952 | 1.98 | % | 223,130 | 4,687 | 2.10 | % | 258,407 | 5,563 | 2.15 | % | |||||||||||||||||||||||||||||||||||||||||
| Loans | 2,526,791 | 100,492 | 3.98 | % | 2,283,707 | 95,467 | 4.18 | % | 2,062,575 | 81,647 | 3.96 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Earning Assets | 3,320,937 | 111,896 | 3.37 | % | 2,891,322 | 109,759 | 3.80 | % | 2,734,160 | 96,503 | 3.53 | % | |||||||||||||||||||||||||||||||||||||||||
| Allowance for Loan Losses | (25,128) | (20,477) | (19,278) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Due From Banks | 35,609 | 34,963 | 36,360 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Assets | 150,343 | 122,220 | 104,511 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | 3,481,761 | $ | 3,028,028 | $ | 2,855,753 | |||||||||||||||||||||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | $ | 772,000 | 1,292 | 0.17 | % | $ | 727,857 | 1,985 | 0.27 | % | 849,626 | 1,618 | 0.19 | % | |||||||||||||||||||||||||||||||||||||||
| Savings Deposits | 1,258,154 | 5,090 | 0.40 | % | 910,840 | 8,399 | 0.92 | % | 753,198 | 3,457 | 0.46 | % | |||||||||||||||||||||||||||||||||||||||||
| Time Deposits of $250,000 Or More | 124,601 | 1,465 | 1.18 | % | 95,932 | 1,932 | 2.01 | % | 78,159 | 1,183 | 1.51 | % | |||||||||||||||||||||||||||||||||||||||||
| Other Time Deposits | 223,111 | 2,782 | 1.25 | % | 259,636 | 4,224 | 1.63 | % | 173,151 | 1,420 | 0.82 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Interest-Bearing Deposits | 2,377,866 | 10,629 | 0.45 | % | 1,994,265 | 16,540 | 0.83 | % | 1,854,134 | 7,678 | 0.41 | % | |||||||||||||||||||||||||||||||||||||||||
| Short-Term Borrowings | 57,929 | 246 | 0.42 | % | 191,258 | 3,437 | 1.80 | % | 192,050 | 2,980 | 1.55 | % | |||||||||||||||||||||||||||||||||||||||||
| FHLBNY Term Advances and Other Long-Term Debt | 69,631 | 1,623 | 2.33 | % | 52,288 | 1,634 | 3.13 | % | 66,918 | 1,827 | 2.73 | % | |||||||||||||||||||||||||||||||||||||||||
| Finance Leases | 5,229 | 196 | 3.75 | % | 4,131 | 99 | 2.40 | % | — | — | — | % | |||||||||||||||||||||||||||||||||||||||||
| Total Interest- Bearing Liabilities | <|||||||||||||||||||||||||||||||||||||||||||||||||||||