8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2021-07-23 For: 2021-07-23
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2021

NORWOOD FINANCIAL CORP

(Exact name of registrant as specified in its charter)

Pennsylvania 0-28364 23-2828306
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
717 Main Street, Honesdale, Pennsylvania 18431
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (570) 253-1455

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>symbol(s) Name of each exchange<br> <br>on which registered
Common Stock, par value $0.10 per share NWFL The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Results of Operations and Financial Condition

On July 23, 2021, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2021. A copy of the press release is furnished with this report as exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits

(d)     Exhibits:

The following exhibits are being furnished with this report.

No. Description
99.1 Press Release dated July 23, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORWOOD FINANCIAL CORP
Date:    July 23, 2021 By: /s/ Lewis J. Critelli
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOODFINANCIAL CORP

ANNOUNCES SECOND QUARTER EARNINGS

Honesdale, Pennsylvania - July 23, 2021

Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced record earnings for the three months ended June 30, 2021 of $5,755,000, which was $4,267,000, or 287%, higher than the similar period of last year. The increase reflects the benefits derived from the Company’s acquisition of UpState New York Bancorp, Inc. (“UpState”), which closed on July 7, 2020, and fee income related to Paycheck Protection Program (“PPP”) loans. Earnings per share (fully diluted) were $0.70 in the 2021 period compared to $0.24 in the same period of last year. The annualized return on average assets for the three months ended June 30, 2021 was 1.15%, while the annualized return on average tangible equity was 13.63%. Net income for the six months ended June 30, 2021 totaled $11,296,000, which is $6,729,000 higher than the same six-month period of 2020 due to the benefits derived from the acquisition of UpState and PPP fees earned. Earnings per share (fully diluted) for the six months ended June 30, 2021 were $1.38 compared to $0.73 for the six months ended June 30, 2021. The annualized return on average assets for the six months ended June 30, 2021 was 1.16%. The annualized return on average tangible equity for the six months ended June 30, 2021 was 13.53%.

Total assets as of June 30, 2021 were $2.026 billion, with loans receivable of $1.387 billion, deposits of $1.689 billion and stockholders’ equity of $200.5 million. Loans receivable increased $398.0 million since June 30, 2020, while total deposits increased

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$602.7 million. The increases reflect the balances acquired from UpState and the impact from economic stimulus, including loans originated through the PPP. During the six months ended June 30, 2021, the Company originated 755 new PPP loans totaling $56.8 million, and had a total of $77.6 million of PPP loans forgiven. As of June 30, 2021, the total of all PPP loans outstanding was $74.2 million.

For the three months ended June 30, 2021, net interest income, on a fully-taxable equivalent basis (fte), totaled $16,263,000, an increase of $6,175,000 compared to the same period in 2020. A $424.5 million increase in average loans outstanding contributed to the increased income. Net interest margin (fte) for the three months ended June 30, 2021 was 3.44%, compared to 3.25% in the same period of 2020. The tax-equivalent yield on interest-earning assets decreased 14 basis points to 3.75% during the three months ended June 30, 2021, compared to the same prior year period, while the cost of interest-bearing liabilities decreased 43 basis points to 0.43%. Net interest income (fte) for the six months ended June 30, 2021 totaled $32,244,000, which was $12,253,000 higher than the same period in 2020, due to the higher volume of interest-earning assets. The net interest margin (fte) was 3.51% in the six months ended June 30, 2021, as compared to 3.36% during the six months ended June 30, 2020. The increase in the net interest margin (fte) reflects the growth in average loans outstanding resulting from the acquisition of UpState.

Other income for the three months ended June 30, 2021, totaled $2,187,000, compared to $1,392,000 for the same period in 2020. The increase is due primarily to a $695,000 increase in service charges and fees related to the acquisition of UpState. For the six months ended June 30, 2021, other income totaled $4,176,000, compared to $3,047,000 in the 2020 period. Service charges on deposits and fees on loans increased $881,000, net, while earnings and proceeds on bank-owned life insurance policies also increased $148,000.

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Other expenses totaled $9,492,000 for the three months ended June 30, 2021, an increase of $1,400,000, compared to the $8,092,000 for the same period of 2020. For the six months ended June 30, 2021, other expenses totaled $18,944,000, compared to $15,152,000 for the same period in 2020. The increases reflect the costs of operations acquired from UpState, including four new Community Offices.

Mr. Critelli commented, “Our results for the first half of 2021 reflect the positive impact of, and earnings accretion resulting from, our acquisition of UpState, as well as the continued impact of economic stimulus on our earnings and balance sheet. We look forward to continuing to serve our expanded base of stockholders and customers.”

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fourteen offices throughout Northeastern Pennsylvania and sixteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in federal and state laws, changes in interest rates, the risks and uncertainty posed by, and the effect and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial

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condition, the ability to control costs and expenses, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Non-GAAP Financial Measures

This release references tax-equivalent net interest income, which is a non-GAAP (Generally Accepted Accounting Principles) financial measure. Tax-equivalent net interest income was derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of net interest income on a tax-equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

The following reconciles net interest income to net interest income on a fully taxable-equivalent basis:

Three months ended<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2021 2020 2021 2020
Net Interest Income $ 16,053 $ 9,867 $ 31,829 $ 19,532
Taxable equivalent basis adjustment using 21% marginal tax rate 210 221 415 459
Net interest income on a fully taxable equivalent basis $ 16,263 $ 10,088 $ 32,244 $ 19,991

This release also references average tangible equity, which is also a non-GAAP financial measure. Average tangible equity is calculated by deducting average goodwill and other intangible assets from average stockholders’ equity. The Company believes that disclosure of tangible equity ratios enhances investor understanding of our financial position and improves the comparability of our financial data.

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The following reconciles average equity to average tangible equity:

Three months ended<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2021 2020 2021 2020
Average equity $ 199,777 $ 143,472 $ 198,689 $ 142,217
Average goodwill and other intangibles (29,762 ) (11,530 ) (29,780 ) (11,541 )
Average tangible equity $ 170,015 $ 131,942 $ 168,909 $ 130,676

Contact:   William S. Lance

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

570-253-8505

www.waynebank.com

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NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets

(dollars in thousands,except share and per share data)

(unaudited)

2020
ASSETS
Cash and due from banks 34,831 **** $ 15,387
Interest-bearing deposits with banks 170,342 **** 67,989
Cash and cash equivalents 205,173 **** 83,376
Securities available for sale 333,636 **** 196,735
Loans receivable 1,386,654 **** 988,679
Less: Allowance for loan losses 15,340 **** 10,312
Net loans receivable 1,371,314 **** 978,367
Regulatory stock, at cost 4,084 **** 3,677
Bank premises and equipment, net 17,298 **** 14,040
Bank owned life insurance 39,665 **** 39,183
Foreclosed real estate owned 844 **** 965
Accrued interest receivable 6,190 **** 4,383
Goodwill 29,266 **** 11,331
Other intangible assets 461 **** 191
Other assets 17,633 **** 22,293
TOTAL ASSETS 2,025,564 **** $ 1,354,541
LIABILITIES
Deposits:
Non-interest bearing demand 435,824 **** $ 284,754
Interest-bearing 1,253,117 **** 801,484
Total deposits 1,688,941 **** 1,086,238
Short-term borrowings 83,599 **** 55,204
Other borrowings 36,259 **** 50,823
Accrued interest payable 1,462 **** 2,826
Other liabilities 14,804 **** 16,786
TOTAL LIABILITIES 1,825,065 **** 1,211,877
STOCKHOLDERS’ EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares ****
Common Stock, .10 par value per share, authorized: 20,000,000 shares, issued: 2021: 8,243,556<br>shares, 2020: 6,342,568 shares 825 **** 634
Surplus 95,951 **** 49,778
Retained earnings 100,818 **** 87,939
Treasury stock, at cost: 2021: 21,568 shares, 2020: 13,778 shares (656 ) (469 )
Accumulated other comprehensive income 3,561 **** 4,782
TOTAL STOCKHOLDERS’ EQUITY 200,499 142,664
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,025,564 **** $ 1,354,541

All values are in US Dollars.

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
INTEREST INCOME
Loans receivable, including fees $ 16,102 $ 10,767 $ 32,248 $ 21,450
Securities **** 1,356 1,063 **** 2,468 2,242
Other **** 59 19 **** 102 25
Total Interest income **** 17,517 11,849 **** 34,818 23,717
INTEREST EXPENSE
Deposits **** 1,205 1,630 **** 2,459 3,420
Short-term borrowings **** 73 73 **** 142 184
Other borrowings **** 186 279 **** 388 581
Total Interest expense **** 1,464 1,982 **** 2,989 4,185
NET INTEREST INCOME **** 16,053 9,867 **** 31,829 19,532
PROVISION FOR LOAN LOSSES **** 1,500 1,300 **** 3,000 2,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 14,553 8,567 **** 28,829 17,532
OTHER INCOME
Service charges and fees **** 1,532 837 **** 2,782 1,901
Income from fiduciary activities **** 181 175 **** 341 328
Net realized gains on sales of securities **** **** 21 38
Gains on sales of loans, net **** 109 65 **** 138 121
Earnings and proceeds on life insurance policies **** 194 212 **** 568 420
Other **** 171 103 **** 326 239
Total other income **** 2,187 1,392 **** 4,176 3,047
OTHER EXPENSES
Salaries and employee benefits **** 5,171 3,289 **** 10,125 7,065
Occupancy, furniture and equipment **** 1,186 906 **** 2,406 1,875
Data processing and related operations **** 562 466 **** 1,166 903
Taxes, other than income **** 229 214 **** 534 427
Professional fees **** 343 225 **** 883 443
FDIC Insurance assessment **** 154 42 **** 335 42
Foreclosed real estate **** 13 (2 ) **** 42 14
Amortization of intangibles **** 34 21 **** 68 44
Merger related **** 1,597 **** 0 1,597
Other **** 1,800 1,334 **** 3,385 2,742
Total other expenses 9,492 8,092 18,944 15,152
INCOME BEFORE TAX **** 7,248 1,867 **** 14,061 5,427
INCOME TAX EXPENSE **** 1,493 379 **** 2,765 860
NET INCOME $ 5,755 $ 1,488 $ 11,296 $ 4,567
Basic earnings per share $ 0.70 $ 0.24 $ 1.38 $ 0.73
Diluted earnings per share $ 0.70 $ 0.24 $ 1.38 $ 0.73

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars in thousands, except per share data)

For the Three Months Ended June 30 2021 2020
Net interest income $ 16,053 $ 9,867
Net income **** 5,755 **** 1,488
Net interest spread (fully taxable equivalent) **** 3.32 % 3.03 %
Net interest margin (fully taxable equivalent) **** 3.44 % 3.25 %
Return on average assets **** 1.15 % 0.45 %
Return on average equity **** 11.59 % 4.17 %
Return on average tangible equity **** 13.63 % 4.54 %
Basic earnings per share $ 0.70 $ 0.24
Diluted earnings per share $ 0.70 $ 0.24
For the Six Months Ended June 30 2021 2020
Net interest income $ 31,829 $ 19,532
Net income **** 11,296 **** 4,567
Net interest spread (fully taxable equivalent) **** 3.39 % 3.12 %
Net interest margin (fully taxable equivalent) **** 3.51 % 3.36 %
Return on average assets **** 1.16 % 0.72 %
Return on average equity **** 11.49 % 6.46 %
Return on average tangible equity **** 13.53 % 7.03 %
Basic earnings per share $ 1.38 $ 0.73
Diluted earnings per share $ 1.38 $ 0.73
As of June 30 2021 2020
Total assets $ 2,025,564 $ 1,354,541
Total loans receivable **** 1,386,654 **** 988,679
Allowance for loan losses **** 15,340 **** 10,312
Total deposits **** 1,688,941 **** 1,086,238
Stockholders’ equity **** 200,499 **** 142,664
Trust assets under management **** 180,602 **** 149,535
Book value per share $ 24.47 $ 22.62
Tangible book value per share $ 20.85 $ 20.80
Equity to total assets **** 9.90 % 10.53 %
Allowance to total loans receivable **** 1.11 % 1.04 %
Nonperforming loans to total loans **** 0.28 % 0.30 %
Nonperforming assets to total assets **** 0.24 % 0.29 %
NORWOOD FINANCIAL CORP.
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Consolidated Balance Sheets (unaudited)
(dollars in thousands)
June 30 March December 31 September 30 June 30
--- --- --- --- --- --- --- --- --- --- ---
2021 2021 2020 2020 2020
ASSETS
Cash and due from banks $ 34,831 $ 20,364 $ 19,445 $ 23,874 $ 15,387
Interest-bearing deposits with banks 170,342 190,135 92,248 100,566 67,989
Cash and cash equivalents 205,173 210,499 111,693 124,440 83,376
Securities available for sale 333,636 275,224 226,586 197,436 196,735
Loans receivable 1,386,654 1,421,568 1,410,732 1,414,662 988,679
Less: Allowance for loan losses 15,340 14,509 13,150 11,674 10,312
Net loans receivable 1,371,314 1,407,059 1,397,582 1,402,988 978,367
Regulatory stock, at cost 4,084 4,043 3,981 3,876 3,677
Bank owned life insurance 39,665 39,471 39,608 39,400 39,183
Bank premises and equipment, net 17,298 17,648 17,814 18,124 14,040
Foreclosed real estate owned 844 844 965 965 965
Goodwill and other intangibles 29,727 29,785 29,820 30,778 11,522
Other assets 23,823 25,263 23,815 24,100 26,676
TOTAL ASSETS $ 2,025,564 $ 2,009,836 $ 1,851,864 $ 1,842,107 $ 1,354,541
LIABILITIES
Deposits:
Non-interest bearing demand $ 435,824 $ 415,395 $ 359,559 $ 372,237 $ 284,754
Interest-bearing deposits 1,253,117 1,269,793 1,175,826 1,143,685 801,484
Total deposits 1,688,941 1,685,188 1,535,385 1,515,922 1,086,238
Borrowings 119,858 112,283 105,762 115,732 106,027
Other liabilities 16,266 17,258 15,932 19,906 19,612
TOTAL LIABILITIES 1,825,065 1,814,729 1,657,079 1,651,560 1,211,877
STOCKHOLDERS’ EQUITY 200,499 195,107 194,785 190,547 142,664
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,025,564 $ 2,009,836 $ 1,851,864 $ 1,842,107 $ 1,354,541
NORWOOD FINANCIAL CORP.
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Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share data)
June 30 March 31 December 31 September 30 June 30
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Three months ended 2021 2021 2020 2020 2020
INTEREST INCOME
Loans receivable, including fees $ 16,102 $ 16,146 $ 16,336 $ 16,260 $ 10,767
Securities 1,356 1,112 1,064 1,031 1,063
Other 59 43 29 18 19
Total interest income 17,517 17,301 17,429 17,309 11,849
INTEREST EXPENSE
Deposits 1,205 1,255 1,514 1,676 1,630
Borrowings 259 270 301 303 352
Total interest expense 1,464 1,525 1,815 1,979 1,982
NET INTEREST INCOME 16,053 15,776 15,614 15,330 9,867
PROVISION FOR LOAN LOSSES 1,500 1,500 1,600 1,850 1,300
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 14,553 14,276 14,014 13,480 8,567
OTHER INCOME
Service charges and fees 1,532 1,247 1,913 1,301 837
Income from fiduciary activities 181 160 150 205 175
Net realized gains on sales of securities 21 33
Gains on sales of loans, net 109 29 241 164 65
Earnings and proceeds on life insurance policies 194 374 208 217 212
Other 171 158 149 152 103
Total other income 2,187 1,989 2,661 2,072 1,392
OTHER EXPENSES
Salaries and employee benefits 5,171 4,953 5,243 4,812 3,289
Occupancy, furniture and equipment, net 1,186 1,220 1,165 1,109 906
Foreclosed real estate 13 30 8 31 (2 )
FDIC insurance assessment 154 181 213 144 42
Merger related 66 386 1,597
Other 2,968 3,068 3,214 2,898 2,260
Total other expenses 9,492 9,452 9,909 9,380 8,092
INCOME BEFORE TAX 7,248 6,813 6,766 6,172 1,867
INCOME TAX EXPENSE 1,493 1,271 1,253 1,173 379
NET INCOME $ 5,755 $ 5,542 $ 5,513 $ 4,999 $ 1,488
Basic earnings per share $ 0.70 $ 0.68 $ 0.67 $ 0.62 $ 0.24
Diluted earnings per share $ 0.70 $ 0.67 $ 0.67 $ 0.62 $ 0.24
Book Value per share $ 24.47 $ 23.82 $ 23.72 $ 23.30 $ 22.62
Tangible Book Value per share 20.85 20.20 20.10 19.55 20.80
Return on average assets (annualized) 1.15 % 1.18 % 1.18 % 1.11 % 0.45 %
Return on average equity (annualized) 11.59 % 11.39 % 11.32 % 10.64 % 4.17 %
Return on average tangible equity (annualized) 13.63 % 13.42 % 13.46 % 11.75 % 4.54 %
Net interest spread (fte) 3.32 % 3.46 % 3.50 % 3.55 % 3.03 %
Net interest margin (fte) 3.44 % 3.59 % 3.65 % 3.73 % 3.25 %
Allowance for loan losses to total loans 1.11 % 1.02 % 0.93 % 0.83 % 1.04 %
Net charge-offs to average loans (annualized) 0.19 % 0.04 % 0.04 % 0.14 % 0.03 %
Nonperforming loans to total loans 0.28 % 0.22 % 0.24 % 0.29 % 0.30 %
Nonperforming assets to total assets 0.24 % 0.20 % 0.24 % 0.27 % 0.29 %