| | |
|---|
| | Page |
|---|
| PART I | |
|---|
| | |
|---|
| Item 1. Business | 5 |
|---|
| | |
|---|
| Item 1A. Risk Factors | 21 |
|---|
| | |
|---|
| Item 1B. Unresolved Staff Comments | 58 |
|---|
| | |
|---|
| Item 1C. Cybersecurity | 58 |
|---|
| | |
|---|
| Item 2. Properties | 60 |
|---|
| | |
|---|
| Item 3. Legal Proceedings | 60 |
|---|
| | |
|---|
| Item 4. Mine Safety Disclosures | 60 |
|---|
| | |
|---|
| PART II | |
|---|
| | |
|---|
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 60 |
|---|
| | |
|---|
| Item 6. [Reserved] | 63 |
|---|
| | |
|---|
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 63 |
|---|
| | |
|---|
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 94 |
|---|
| | |
|---|
| Item 8. Financial Statements and Supplementary Data | 97 |
|---|
| | |
|---|
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 163 |
|---|
| | |
|---|
| Item 9A. Controls and Procedures | 163 |
|---|
| | |
|---|
| Item 9B. Other Information | 164 |
|---|
| | |
|---|
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 164 |
|---|
| | |
|---|
| PART III | |
|---|
| | |
|---|
| Item 10. Directors, Executive Officers and Corporate Governance | 164 |
|---|
| | |
|---|
| Item 11. Executive Compensation | 164 |
|---|
| | |
|---|
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 164 |
|---|
| | |
|---|
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 165 |
|---|
| | |
|---|
| Item 14. Principal Accounting Fees and Services | 165 |
|---|
| | |
|---|
| PART IV | |
|---|
| | |
|---|
| Item 15. Exhibits and Financial Statement Schedules | 166 |
|---|
| | |
|---|
| | |
|---|
| Signatures | 171 |
|---|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation, or the Company. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements the Company makes regarding projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | interest rate risk, including the effects of recent rate increases by the Federal Reserve; |
| ● | the Company’s ability to successfully manage credit risk, including in the commercial real estate portfolio, and maintain an adequate level of allowance for credit losses; |
| ● | new or revised accounting standards; |
| ● | business and economic conditions generally and in the financial services industry, nationally and within the Company’s market areas, including inflation rates and possible recession; |
| ● | the effects of recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short-period of time at Silicon Valley Bank, Signature Bank and First Republic Bank that resulted in the failure of those institutions; |
| ● | the overall health of the local and national real estate market; |
| ● | concentrations within the Company’s loan portfolio; |
| ● | the level of nonperforming assets on the Company’s balance sheet; |
| ● | the Company’s ability to implement organic and acquisition growth strategies; |
| ● | the impact of economic or market conditions on the Company’s fee-based services; |
| ● | the Company’s ability to continue to grow the retirement and benefit services business; |
| ● | the Company’s ability to continue to originate a sufficient volume of residential mortgages for the mortgage division to be profitable; |
| ● | the occurrence of fraudulent activity, breaches or failures of the Company’s or the Company’s third party vendors’ information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools; |
| ● | interruptions involving the Company’s information technology and telecommunications systems or third-party servicers; |
| ● | potential losses incurred in connection with mortgage loan repurchases; |
| ● | the composition of the Company’s executive management team and the Company’s ability to attract and retain key personnel; |
| ● | rapid and expensive technological change in the financial services industry; |
| ● | increased competition in the financial services industry from non-banks such as credit unions and Fintech companies, including non-bank lending companies; |
| ● | the Company’s ability to successfully manage liquidity risk, including the Company’s need to access higher cost sources of funds such as fed funds purchased and short-term borrowings; |
| ● | the concentration of large deposits from certain clients, who have balances above current Federal Deposit Insurance Corporation (“FDIC”) insurance limits; |
| ● | the effectiveness of the Company’s risk management framework; |
| ● | the commencement and outcome of litigation and other legal proceedings and regulatory actions against the Company or to which the Company may become subject; |
| ● | potential impairment to the goodwill the Company recorded in connection with the Company’s past acquisitions; |
| ● | the extensive regulatory framework that applies to the Company; |
| ● | the impact of recent and future legislative and regulatory changes, including in response to the recent bank failures; |
| ● | fluctuations in the values of the securities held in the Company’s securities portfolio, including as a result of changes in interest rates; |
| ● | governmental monetary, trade and fiscal policies; |
| ● | risks related to climate change and the negative impact it may have on the Company’s customers and their businesses; |
| ● | severe weather, natural disasters, widespread disease or pandemics; |
| ● | acts of war or terrorism, including the ongoing Israeli-Palestinian conflict and the Russian invasion of Ukraine, or other adverse external events; |
| ● | any material weaknesses in the Company’s internal control over financial reporting; |
| ● | changes to U.S. or state tax laws, regulations and guidance, including the 1.0% excise tax on stock buybacks by publicly traded companies; |
| ● | potential changes in federal policy and at regulatory agencies as a result of the upcoming 2024 presidential election; |
| ● | talent and labor shortages and employee turnover; |
| ● | the Company’s success at managing the risks involved with the foregoing items; and |
| ● | any other risks described in the “Risk Factors” section of this report and in other reports filed by Alerus Financial Corporation with the Securities and Exchange Commission. |
Any forward-looking statement made by the Company in this report is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
