Glens Falls Chronicle Serving the Glens Falls/Lake George region; Warren, Washington and northern Saratoga counties since 1980
Chronicle Editor Mark Frost writes: “Arrow Financial Corporation Announces Receipt of NASDAQ Noncompliance Notice,” headlined an April 5 press release from the Glens Falls-based parent company of Glens Falls National and Saratoga National Banks.
It said Arrow Financial had failed to file its annual report on time and “If the company remains noncompliant at the end of the 180-day exception period, the Company’s shares of common stock will be subject to delisting from Nasdaq” (which originally stood for National Association of Securities Dealers Automated Quotations).
The press release said questions could be directed to Arrow Financial Chief Financial Officer Penko Ivanov. Last week I did.
Dear Mr. Ivanov –
First, welcome to Glens Falls. I hope you’ve come across our weekly newspaper based in Glens Falls. I founded The Chronicle in 1980 and I am its publisher and editor.
I am writing to follow up on the NASDAQ Noncompliance Notice that Arrow Financial received in April.
I have some questions:
What steps has Arrow Financial taken to come into NASDAQ compliance? Has Arrow submitted a plan?
Why was Arrow Financial “unable to timely file the Untimely Form 10-K without unreasonable effort or expense”?
Is Arrow Financial financially sound?
What if anything would Arrow Financial like to communicate to shareholders, customers, employees and the public about this matter?
What if anything would Arrow Financial like to communicate about the steep decline in its share price?
Is there anything else we should be aware of?
Thank you reaching out to us. I am pleased to answer your questions.
Arrow Financial Corporation filed notices in March with the Securities and Exchange Commission (SEC) to report that we needed more time to submit our 2022 Annual Report on Form 10-K.
The additional time will allow us to complete an assessment of potential deficiencies in our internal controls over financial reporting and will allow our independent external audit firm time to complete its audit and certification of our financial statements, as is required.
We do not expect any changes in our previously reported 2022 financial results nor in our historical financial statements.
The delay in filing our Annual Report with the SEC is not related to our banks’ financial condition, which is strong, nor to our liquidity levels, which are high.
Indeed, on May 3, we announced a quarterly dividend to shareholders that was consistent with prior quarterly dividends.
Our customers’ money is secure, and their loans and deposits are not affected. The credit quality of our loan portfolio remains strong. We continue to provide full service and support to our customers and our community, and we appreciate their support and that of our employees and shareholders.
Arrow expects to fulfill its Nasdaq compliance obligations as required by June 2, 2023. The Nasdaq notice of noncompliance was generated because of the delay in the filing of our Form 10-K. Arrow stock continues to trade on Nasdaq.
Investors may wish to consult with their independent investment advisers and should consider whether they have sufficient information to trade in our securities.
We will announce our first-quarter financial results and the date of our Annual Shareholder Meeting after we meet our Form 10-K filing requirements.
Our stock price has declined, as you note, as have the stock prices of other publicly traded banks. The decline in the Arrow share price appears decline in share prices across the banking sector, which was triggered by the collapse of a few specialized financial institutions in early March.
Separately, Tom Hoy has announced his retirement due to health reasons as Chairman of our Board, a position he has held since 2004.
He will continue to serve as a member of our Board of Directors, and we will continue to benefit from his 40 years of experience with the company and the communities we serve.
Former Congressman Bill Owens, a member of the Board of Directors since 2015, has been elected chair.
Sincerely,
— Penko Ivanov
EVP, Chief Financial Officer & Treasurer
Arrow Financial Corporation
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