8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2023-10-24 For: 2023-10-24
View Original
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) October 24, 2023

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)
--- ---
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
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 October 24, 2023, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and nine months ended September 30, 2023. 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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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 October 24, 2023.
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: October 24, 2023 By: /s/ William S. Lance
William S. Lance
Executive Vice President and Chief Financial Officer<br> <br>(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOODFINANCIAL CORP

ANNOUNCES THIRD QUARTER EARNINGS

October 24, 2023 - Honesdale, Pennsylvania

James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp. (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended September 30, 2023 of $4,119,000, which represents a decrease of $3,990,000, from the $8,109,000 earned in the same three-month period of 2022. The decrease in earnings was due to a $3.1 million decrease in net interest income, an $882,000 increase in the provision for credit losses, and a $1.1 million increase in total other expenses during the three-months ended September 30, 2023. For the three months ended September 30, 2023, earnings per share (fully diluted) were $0.51, which represents a decrease from the $1.00 earned in the three months ended September 30, 2022. The annualized returns on average assets and average tangible equity for the three-month period ended September 30, 2023, were 0.76% and 11.22%, respectively, compared to 1.57% and 21.48% for the three-month period ended September 30, 2022. Net income for the nine months ended September 30, 2023, totaled $16,405,000, which is $5,688,000 lower than the same period of 2022. The decrease in net income includes a $4,390,000 decrease in net interest income, a $2.0 million decrease in total other income, and a $1.9 million increase in total other expenses during the nine months ended September 30, 2023. Earnings per share (fully diluted) for the nine months ended September 30, 2023, totaled $2.03 per share compared to $2.71 per share for the nine months ended September 30, 2022.

1

As of September 30, 2023, total assets were $2.179 billion, loans receivable were $1.611 billion, total deposits were $1.747 billion and stockholders’ equity was $164.7 million.

For the three months ended September 30, 2023, net interest income, on a fully taxable equivalent basis (fte), totaled $15,224,000, which represents a decrease of $3,145,000, compared to the three months ended September 30, 2022. Net interest margin (fte) for the three months ended September 30, 2023 was 2.94%, compared to 3.74% for the three months ended September 30, 2022. Net interest income (fte) for the nine months ended September 30, 2023 totaled $47,328,000, a decrease of $4,406,000, compared to the nine months ended September 30,2022, due primarily to the increased cost of interest-bearing liabilities in excess of the increase in the yield earned on interest-earning assets. The net interest margin (fte) for the nine months ended September 30, 2023 was 3.09%, compared to 3.52% for the nine months ended September 30, 2022.

For the three months ended September 30, 2023, the Company recorded a provision for credit losses in the amount of $882,000 compared to $0 in the three-month period ended September 30, 2022. The increase in the provision for credit losses was required to replenish the allowance for credit losses to a level deemed appropriate after recognizing $2.3 million of credit losses during the current period. The current period losses include a $2.0 million charge-off resulting from deterioration in one large commercial relationship. The remaining balance of the relationship was transferred to nonperforming status, resulting in an increase in nonperforming loans and nonperforming assets. For the nine-month period ended September 30, 2023, the Company recorded a release of provision for credit losses in the amount of $568,000, compared to a provision of $600,000 in the nine-month period ended September 30, 2022.

2

Total other income for the three months ended September 30, 2023 was $2,306,000, compared to $2,178,000 for the three months ended September 30, 2022. For the nine months ended September 30, 2023, total other income was $6,001,000, compared to $8,006,000 in the same period of 2022. The decrease was due primarily to income recognized in 2022 on previously acquired purchased impaired loans that were carried at a discount.

Total other expenses were $11,276,000 for the three months ended September 30, 2023, compared to $10,139,000 for the three months ended September 30, 2022. For the nine months ended September 30, 2023, total other expenses were $32,649,000, compared to $30,768,000 for the nine months ended September 30, 2022. The increase was due primarily to a $1,069,000 increase in salaries and employee benefit costs during the nine months ended September 30, 2023.

Mr. Donnelly commented, “Our results for the first nine months of 2023 reflect decreasing net interest spreads due to rising interest rates, which have impacted our cost of interest-bearing liabilities more than the increase in yield earned on interest-earning assets. We continue to compare favorably to peer banks who have also reported a reduction in their financial performance. We will continue to search out opportunities to maintain our position as a premier community bank, and to serve our local communities with their financial needs. We appreciate the opportunity 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 fifteen 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”.

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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”, “bode”, “future performance” 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 continued effect, and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial condition, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, 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 net interest income on a fully taxable-equivalent basis (fte), which is a non-GAAP (Generally Accepted Accounting Principles) financial measure. Fully taxable-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 fully taxable-equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources, and is consistent with industry practice.

4

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

Three months ended<br>September 30 Nine months ended<br>September 30
(dollars in thousands) 2023 2022 2023 2022
Net interest income $ 15,039 $ 18,170 $ 46,774 $ 51,164
Tax equivalent basis adjustment using 21% marginal tax rate 185 199 554 570
Net interest income on a fully taxable equivalent basis $ 15,224 $ 18,369 $ 47,328 $ 51,734

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.

The following table reconciles average equity to average tangible equity:

Three months ended<br>September 30 Nine months ended<br>September 30
(dollars in thousands) 2023 2022 2023 2022
Average equity $ 175,224 $ 179,398 $ 174,944 $ 187,183
Average goodwill and other intangibles (29,514 ) (29,605 ) (29,536 ) (29,630 )
Average tangible equity $ 145,710 $ 149,793 $ 145,408 $ 157,553

Contact: William S. Lance

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

570-253-8505

www.waynebank.com

5

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets

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

(unaudited)

2022
ASSETS
Cash and due from banks 41,141 **** $ 23,092
Interest-bearing deposits with banks 13,005 **** 17,785
Cash and cash equivalents 54,146 **** 40,877
Securities available for sale 380,499 **** 427,287
Loans receivable 1,611,069 **** 1,432,288
Less: Allowance for credit losses 16,086 **** 16,931
Net loans receivable 1,594,983 **** 1,415,357
Regulatory stock, at cost 8,843 **** 2,220
Bank premises and equipment, net 17,254 **** 17,427
Bank owned life insurance 46,197 **** 43,169
Foreclosed real estate owned 290 **** 346
Accrued interest receivable 7,759 **** 6,303
Deferred tax assets, net 25,610 **** 24,405
Goodwill 29,266 **** 29,266
Other intangible assets 240 **** 329
Other assets 14,911 **** 11,884
TOTAL ASSETS 2,179,998 **** $ 2,018,870
LIABILITIES
Deposits:
Non-interest bearing demand 430,242 **** $ 453,560
Interest-bearing 1,316,582 **** 1,315,236
Total deposits 1,746,824 **** 1,768,796
Short-term borrowings 103,881 **** 71,754
Other borrowings 137,447 **** 0
Accrued interest payable 8,605 **** 1,425
Other liabilities 18,539 **** 18,046
TOTAL LIABILITIES 2,015,296 **** 1,860,021
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: 2023: 8,291,401<br>shares, 2022: 8,275,901 shares 829 **** 828
Surplus 97,449 **** 96,785
Retained earnings 137,363 **** 125,243
Treasury stock, at cost: 2023: 222,051 shares, 2022: 130,046 shares (5,957 ) (3,442 )
Accumulated other comprehensive loss (64,982 ) (60,565 )
TOTAL STOCKHOLDERS’ EQUITY 164,702 **** 158,849
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,179,998 **** $ 2,018,870

All values are in US Dollars.

NORWOOD FINANCIAL CORP

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2023 2022 2023 2022
INTEREST INCOME
Loans receivable, including fees $ 22,021 $ 17,114 $ 61,881 **** $ 48,203
Securities **** 2,433 2,473 **** 7,418 **** 6,564
Other **** 54 245 **** 156 **** 504
Total Interest income **** 24,508 19,832 **** 69,455 **** 55,271
INTEREST EXPENSE
Deposits **** 7,017 1,557 **** 17,119 **** 3,699
Short-term borrowings **** 1,126 88 **** 2,702 **** 196
Other borrowings **** 1,326 17 **** 2,860 **** 212
Total Interest expense **** 9,469 1,662 **** 22,681 **** 4,107
NET INTEREST INCOME **** 15,039 18,170 **** 46,774 **** 51,164
(RELEASE OF) PROVISION FOR CREDIT LOSSES $ 882 0 $ (568 ) 600
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES **** 14,157 18,170 **** 47,342 **** 50,564
OTHER INCOME
Service charges and fees **** 1,527 1,346 **** 4,192 **** 4,292
Income from fiduciary activities **** 246 219 **** 688 **** 634
Net realized gains on sales of securities **** **** (209 )
Gains on sales of loans, net **** 18 1 **** 27 **** 1
Gains on sales of foreclosed real estate owned **** 13 **** 13 **** 427
Earnings and proceeds on life insurance policies **** 328 267 **** 770 **** 892
Other **** 174 345 **** 520 **** 1,760
Total other income **** 2,306 2,178 **** 6,001 **** 8,006
OTHER EXPENSES
Salaries and employee benefits **** 6,083 5,553 **** 17,893 **** 16,824
Occupancy, furniture and equipment **** 1,242 1,191 **** 3,818 **** 3,704
Data processing and related operations **** 876 736 **** 2,465 **** 2,031
Taxes, other than income **** 167 240 **** 490 **** 773
Professional fees **** 524 354 **** 1,132 **** 1,336
FDIC Insurance assessment **** 254 143 **** 699 **** 468
Foreclosed real estate **** 9 4 **** 112 **** 66
Amortization of intangibles **** 20 24 **** 66 **** 78
Other **** 2,101 1,894 **** 5,974 **** 5,488
Total other expenses **** 11,276 10,139 **** 32,649 **** 30,768
INCOME BEFORE TAX **** 5,187 **** 10,209 **** 20,694 **** **** 27,802
INCOME TAX EXPENSE **** 1,068 2,100 **** 4,289 **** 5,709
NET INCOME $ 4,119 $ 8,109 $ 16,405 **** $ 22,093
Basic earnings per share $ 0.51 $ 1.00 $ 2.03 **** $ 2.71
Diluted earnings per share $ 0.51 $ 1.00 $ 2.03 **** $ 2.71

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended September 30 2023 2022
Net interest income $ 15,039 **** $ 18,170
Net income **** 4,119 **** 8,109
Net interest spread (fully taxable equivalent) **** 2.28 % 3.61 %
Net interest margin (fully taxable equivalent) **** 2.94 % 3.74 %
Return on average assets **** 0.76 % 1.57 %
Return on average equity **** 9.33 % 17.93 %
Return on average tangible equity **** 11.22 % 21.48 %
Basic earnings per share $ 0.51 **** $ 1.00
Diluted earnings per share $ 0.51 **** $ 1.00
For the Nine Months Ended September 30 2023 2022
Net interest income $ 46,774 **** $ 51,164
Net income **** 16,405 **** 22,093
Net interest spread (fully taxable equivalent) **** 2.55 % 3.41 %
Net interest margin (fully taxable equivalent) **** 3.09 % 3.52 %
Return on average assets **** 1.04 % 1.44 %
Return on average equity **** 12.54 % 15.73 %
Return on average tangible equity **** 15.08 % 18.67 %
Basic earnings per share $ 2.03 **** $ 2.71
Diluted earnings per share $ 2.03 **** $ 2.71
As of September 30 2023 2022
Total assets $ 2,179,998 **** $ 2,018,870
Total loans receivable **** 1,611,069 **** 1,432,288
Allowance for credit losses **** 16,086 **** 16,931
Total deposits **** 1,746,824 **** 1,768,796
Stockholders’ equity **** 164,702 **** 158,849
Trust assets under management **** 185,913 **** 172,037
Book value per share $ 21.15 **** $ 19.92
Tangible book value per share $ 17.49 **** $ 16.29
Equity to total assets **** 7.56 % 7.87 %
Allowance to total loans receivable **** 1.00 % 1.18 %
Nonperforming loans to total loans **** 0.65 % 0.04 %
Nonperforming assets to total assets **** 0.50 % 0.05 %

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

September 30<br>2023 June 30<br>2023 March 31<br>2023 December 31<br>2022 September 30<br>2022
ASSETS
Cash and due from banks $ 41,141 $ 30,053 $ 25,701 $ 28,847 $ 23,092
Interest-bearing deposits with banks 13,005 3,036 3,314 3,019 17,785
Cash and cash equivalents 54,146 33,089 29,015 31,866 40,877
Securities available for sale 380,499 403,621 418,245 418,927 427,287
Loans receivable 1,611,069 1,577,699 1,535,643 1,473,945 1,432,288
Less: Allowance for credit losses 16,086 17,483 19,445 16,999 16,931
Net loans receivable 1,594,983 1,560,216 1,516,198 1,456,946 1,415,357
Regulatory stock, at cost 8,843 7,924 5,963 5,418 2,220
Bank owned life insurance 46,197 45,806 45,577 43,364 43,169
Bank premises and equipment, net 17,254 17,363 17,660 17,924 17,427
Foreclosed real estate owned 290 387 346 346 346
Goodwill and other intangibles 29,506 29,526 29,549 29,572 29,595
Other assets 48,280 43,833 41,810 42,707 42,592
TOTAL ASSETS $ 2,179,998 $ 2,141,765 $ 2,104,363 $ 2,047,070 $ 2,018,870
LIABILITIES
Deposits:
Non-interest bearing demand $ 430,242 $ 425,757 $ 419,615 $ 434,529 $ 453,560
Interest-bearing deposits 1,316,582 1,306,240 1,336,320 1,293,198 1,315,236
Total deposits 1,746,824 1,731,997 1,755,935 1,727,727 1,768,796
Borrowings 241,328 211,978 148,744 133,215 71,754
Other liabilities 27,144 24,366 23,269 19,043 19,471
TOTAL LIABILITIES 2,015,296 1,968,341 1,927,948 1,879,985 1,860,021
STOCKHOLDERS’ EQUITY 164,702 173,424 176,415 167,085 158,849
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,179,998 $ 2,141,765 $ 2,104,363 $ 2,047,070 $ 2,018,870

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended September 30<br>2023 June 30<br>2023 March 31<br>2023 December 31<br>2022 September 30<br>2022
INTEREST INCOME
Loans receivable, including fees $ 22,021 $ 20,702 $ 19,158 $ 17,810 $ 17,114
Securities 2,433 2,481 2,505 2,487 2,473
Other 54 53 48 98 245
Total interest income 24,508 23,236 21,711 20,395 19,832
INTEREST EXPENSE
Deposits 7,017 5,740 4,362 2,772 1,557
Borrowings 2,452 1,854 1,256 391 105
Total interest expense 9,469 7,594 5,618 3,163 1,662
NET INTEREST INCOME 15,039 15,642 16,093 17,232 18,170
(RELEASE OF) PROVISION FOR CREDIT LOSSES 882 (1,750 ) 300 300
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES 14,157 17,392 15,793 16,932 18,170
OTHER INCOME
Service charges and fees 1,527 1,353 1,313 1,370 1,346
Income from fiduciary activities 246 229 212 210 219
Net realized (losses) gains on sales of securities (212 ) 2 3
Gains on sales of loans, net 18 10 1 1
Gains on sales of foreclosed real estate owned 13
Earnings and proceeds on life insurance policies 328 229 213 195 267
Other 174 174 172 147 345
Total other income 2,306 1,783 1,912 1,926 2,178
OTHER EXPENSES
Salaries and employee benefits 6,083 5,842 5,969 5,246 5,553
Occupancy, furniture and equipment, net 1,242 1,314 1,262 1,263 1,191
Foreclosed real estate 9 74 29 7 4
FDIC insurance assessment 254 244 200 144 143
Other 3,688 3,464 2,976 3,615 3,248
Total other expenses 11,276 10,938 10,436 10,275 10,139
INCOME BEFORE TAX 5,187 8,237 7,269 8,583 10,209
INCOME TAX EXPENSE 1,068 1,734 1,487 1,443 2,100
NET INCOME $ 4,119 $ 6,503 $ 5,782 $ 7,140 $ 8,109
Basic earnings per share $ 0.51 $ 0.81 $ 0.71 $ 0.88 $ 1.00
Diluted earnings per share $ 0.51 $ 0.81 $ 0.71 $ 0.88 $ 1.00
Book Value per share $ 21.15 $ 22.24 $ 21.92 $ 20.86 $ 19.92
Tangible Book Value per share 17.49 18.58 18.31 17.24 16.29
Return on average assets (annualized) 0.76 % 1.23 % 1.13 % 1.40 % 1.57 %
Return on average equity (annualized) 9.33 % 14.72 % 13.61 % 17.40 % 17.93 %
Return on average tangible equity (annualized) 11.22 % 17.66 % 16.42 % 21.27 % 21.48 %
Net interest spread (fte) 2.28 % 2.56 % 2.83 % 3.30 % 3.61 %
Net interest margin (fte) 2.94 % 3.09 % 3.25 % 3.55 % 3.74 %
Allowance for credit losses to total loans 1.00 % 1.11 % 1.27 % 1.15 % 1.18 %
Net charge-offs to average loans (annualized) 0.59 % 0.06 % 0.08 % 0.06 % 0.02 %
Nonperforming loans to total loans 0.65 % 0.20 % 0.18 % 0.08 % 0.04 %
Nonperforming assets to total assets 0.50 % 0.17 % 0.15 % 0.07 % 0.05 %