8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2022-01-28 For: 2022-01-28
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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) January 28, 2022

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 January 28, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter and year ended December 31, 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, 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 January 28, 2022.
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: January 28, 2022 By: /s/ Lewis J. Critelli
Lewis J. Critelli
President and Chief Executive Officer<br> <br>(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOODFINANCIAL CORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR

January 28, 2022 – Honesdale, Pennsylvania

Lewis J. Critelli, 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 December 31, 2021 of $6,638,000 compared to $5,513,000 earned in the corresponding period of 2020. The increase in earnings includes a $1,150,000 reduction in the provision for loan losses, and an $882,000 increase in net interest income. For the year ended December 31, 2021, net income totaled $24,915,000, an increase of $9,835,000 from net income of $15,080,000 earned in the prior year. The increase includes the benefits derived from the Company’s acquisition of UpState New York Bancorp, Inc. (“UpState”), which closed on July 7, 2020, and over $4.5 million of earnings recognized from Paycheck Protection Program (“PPP”) loans.

Earnings per share (fully diluted) were $0.81 and $0.67 for the three-month periods ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, earnings per share on a fully diluted basis were $3.04, compared to $2.09 for the year ended December 31, 2020. For the year ended December 31, 2021, the return on average assets was 1.24%, and the return on average equity was 12.35%, compared to 0.97% and 9.06%, respectively, for the year ended December 31, 2020.

Total assets were $2.069 billion as of December 31, 2021. Loans receivable totaled $1.355 billion as of December 31, 2021, with total deposits of $1.757 billion and stockholders’ equity of $205.3 million as of December 31, 2021.

Loans receivable decreased $55.8 million from the year-ended December 31, 2020, due primarily to the $78.8 million decrease in PPP loans resulting from loan forgiveness. For the three months and year ended December 31, 2021, net charge-offs totaled $111,000 and $907,000, respectively, compared to $125,000 and $809,000, respectively, for the corresponding periods in 2020.

Net interest income, on a fully taxable equivalent basis (fte), totaled $16,671,000 for the three months ended December 31, 2021, an increase of $850,000 compared to the same period in 2020. For the year ended December 31, 2021, net interest income (fte) totaled $66,100,000, an increase of $14,741,000 compared to 2020, due primarily to the higher volume of earning assets, including a $209.1 million increase in average loans outstanding. Loan origination fees related to PPP loans increased $3,072,000 compared to the 2020 total.

Other income for the three months ended December 31, 2021 totaled $2,021,000 compared to $2,661,000 for the similar period in 2020. Gains on the sale of loans and securities decreased $205,000, while service charges and fees decreased $488,000. All other items of other income increased $53,000, net. Other income for the year ended December 31, 2021 totaled $8,325,000 compared to $7,780,000 in 2020, an increase of $545,000 due primarily to a $578,000 increase in service charges and fees. Gains on the sale of loans and investment securities decreased $329,000 in the aggregate, while all other items of other income increased $296,000, net.

Other expenses totaled $10,042,000 for the three months ended December 31, 2021, compared to $9,909,000 in the similar period of 2020. For the year ended December 31, 2021, other expenses totaled $38,578,000 compared to $34,440,000 for 2020, an increase of $4,138,000. The increase reflects the costs of operations acquired from UpState, including four new Community Offices.

Mr. Critelli commented, “In 2021, our earnings increased $9.8 million over our previous record year of 2020. Our Return on Average Assets was 1.24%, and our Return on Average Equity was 12.35%. Earnings per share (fully diluted) also improved to $3.04 per share in 2021 from $2.09 per share in 2020. While a portion of this increase reflects earnings and fees collected on PPP loans, we have continued to grow our core business lines, which bodes well for future success. Our results also reflect a full year accretion to earnings from our acquisition of UpState. During the year, we also made significant progress improving our credit quality metrics, which will benefit future results. Our cash dividend of $0.28 per share declared in the fourth quarter of 2021 represents a 7.7% increase over the same period of last year. We appreciate the opportunity to serve our Wayne Bank customers and our customers at the Bank of the Finger Lakes and Bank of Cooperstown locations. We continue to look for opportunities available to us as we service our growing 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 is traded 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 operations and financial condition, the ability to continue to grow our core business, the ability to have success in the future, the ability to improve our credit quality metrics and benefit future results, 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 interest income and net interest income on a fully taxable equivalent basis (fte), which are non-GAAP (Generally Accepted Accounting Principles) financial measures. Fully tax-equivalent net interest income is derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of interest income and net interest income on a fully tax–equivalent basis ensures comparability of interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

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

Three months ended<br>December 31 Year ended<br>December 31
(dollars in thousands) 2021 2020 2021 2020
Net interest income $ 16,496 $ 15,614 $ 65,313 $ 50,476
Tax equivalent basis adjustment using 21% marginal tax rate 175 207 787 883
Net interest income on a fully taxable equivalent basis $ 16,671 $ 15,821 $ 66,100 $ 51,359

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 reconciles average equity to average tangible equity:

Three months ended Year ended
December 31, December 31,
(dollars in thousands) 2021 2020 2021 2020
Average equity $ 205,053 $ 193,740 $ 201,681 $ 166,427
Average goodwill and other Intangibles (29,683 ) (30,747 ) (29,738 ) (17,942 )
Average tangible equity $ 175,370 $ 162,993 $ 171,943 $ 148,485

Contact:     William S. Lance

Executive Vice President & Chief Financial Officer

NORWOOD FINANCIAL CORP

570-253-8505

www.waynebank.com

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets

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

(unaudited)

2020
ASSETS
Cash and due from banks 21,073 **** $ 19,445
Interest-bearing deposits with banks 185,608 **** 92,248
Cash and cash equivalents 206,681 **** 111,693
Securities available for sale 406,782 **** 226,586
Loans receivable 1,354,931 **** 1,410,732
Less: Allowance for loan losses 16,442 **** 13,150
Net loans receivable 1,338,489 **** 1,397,582
Regulatory stock, at cost 3,927 **** 3,981
Bank premises and equipment, net 17,289 **** 17,814
Bank owned life insurance 40,038 **** 39,608
Foreclosed real estate owned 1,742 **** 965
Accrued interest receivable 5,889 **** 6,232
Goodwill 29,266 **** 29,290
Other intangible assets 407 **** 530
Other assets 17,994 **** 17,583
TOTAL ASSETS 2,068,504 **** $ 1,851,864
LIABILITIES
Deposits:
Non-interest bearing demand 440,652 **** $ 359,559
Interest-bearing 1,316,141 **** 1,175,826
Total deposits 1,756,793 **** 1,535,385
Short-term borrowings 60,822 **** 63,303
Other borrowings 29,998 **** 42,459
Accrued interest payable 1,203 **** 1,601
Other liabilities 14,426 **** 14,331
TOTAL LIABILITIES 1,863,242 **** 1,657,079
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: 8,266,751<br>shares, 2020: 8,236,331 shares 827 824
Surplus 96,443 **** 95,388
Retained earnings 110,015 **** 93,796
Treasury stock, at cost: 2021: 65,328 shares, 2020: 10,263 shares (1,767 ) (342 )
Accumulated other comprehensive (loss) income (256 ) 5,119
TOTAL STOCKHOLDERS’ EQUITY 205,262 **** 194,785
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,068,504 **** $ 1,851,864

All values are in US Dollars.

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2021 2020 2021 2020
INTEREST INCOME
Loans receivable, including fees $ 16,149 $ 16,336 $ 65,257 $ 54,046
Securities **** 1,612 1,064 **** 5,547 4,337
Other **** 92 29 **** 266 72
Total Interest income **** 17,853 17,429 **** 71,070 58,455
INTEREST EXPENSE
Deposits **** 1,130 1,514 **** 4,757 6,610
Short-term borrowings **** 71 81 **** 284 325
Other borrowings **** 156 220 **** 716 1,044
Total Interest expense **** 1,357 1,815 **** 5,757 7,979
NET INTEREST INCOME **** 16,496 15,614 **** 65,313 50,476
PROVISION FOR LOAN LOSSES **** 450 1,600 **** 4,200 5,450
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 16,046 14,014 **** 61,113 45,026
OTHER INCOME
Service charges and fees **** 1,425 1,913 **** 5,693 5,115
Income from fiduciary activities **** 198 150 **** 748 682
Net realized gains on sales of securities **** 36 **** 92 71
Gains on sales of loans, net **** 241 **** 177 527
Earnings and proceeds on life insurance policies **** 174 208 **** 941 845
Other **** 188 149 **** 674 540
Total other income **** 2,021 2,661 **** 8,325 7,780
OTHER EXPENSES
Salaries and employee benefits **** 4,992 5,243 **** 20,608 17,121
Occupancy, furniture and equipment **** 1,254 1,165 **** 4,822 4,148
Data processing and related operations **** 655 808 **** 2,415 2,457
Taxes, other than income **** 358 356 **** 1,122 997
Professional fees **** 510 328 **** 1,582 1,062
FDIC Insurance assessment **** 169 213 **** 681 399
Foreclosed real estate **** 88 8 **** 115 53
Amortization of intangibles **** 27 35 **** 123 114
Merger related **** 66 **** 2,049
Other **** 1,989 1,687 **** 7,110 6,040
Total other expenses **** 10,042 9,909 **** 38,578 34,440
INCOME BEFORE TAX **** 8,025 6,766 **** 30,860 18,366
INCOME TAX EXPENSE **** 1,387 1,253 **** 5,945 3,286
NET INCOME $ 6,638 $ 5,513 $ 24,915 $ 15,080
Basic earnings per share $ 0.81 $ 0.67 $ 3.05 $ 2.09
Diluted earnings per share $ 0.81 $ 0.67 $ 3.04 $ 2.09

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended December 31 2021 2020
Net interest income $ 16,496 **** $ 15,614
Net income **** 6,638 **** 5,513
Net interest spread (fully taxable equivalent) **** 3.29 % 3.50 %
Net interest margin (fully taxable equivalent) **** 3.39 % 3.65 %
Return on average assets **** 1.26 % 1.18 %
Return on average equity **** 12.84 % 11.32 %
Return on average tangible equity **** 15.02 % 13.46 %
Basic earnings per share $ 0.81 **** $ 0.67
Diluted earnings per share $ 0.81 **** $ 0.67
For the Twelve Months Ended December 31 2021 2020
--- --- --- --- --- --- ---
Net interest income $ 65,313 **** $ 50,476
Net income **** 24,915 **** 15,080
Net interest spread (fully taxable equivalent) **** 3.39 % 3.36 %
Net interest margin (fully taxable equivalent) **** 3.50 % 3.55 %
Return on average assets **** 1.24 % 0.97 %
Return on average equity **** 12.35 % 9.06 %
Return on average tangible equity **** 14.49 % 10.16 %
Basic earnings per share $ 3.05 **** $ 2.09
Diluted earnings per share $ 3.04 **** $ 2.09
As of December 31 2021 2020
--- --- --- --- --- --- ---
Total assets $ 2,068,504 **** $ 1,851,864
Total loans receivable **** 1,354,931 **** 1,410,732
Allowance for loan losses **** 16,442 **** 13,150
Total deposits **** 1,756,793 **** 1,535,385
Stockholders’ equity **** 205,262 **** 194,785
Trust assets under management **** 195,958 **** 168,085
Book value per share $ 25.24 **** $ 23.72
Tangible book value per share $ 21.63 **** $ 20.10
Equity to total assets **** 9.92 % 10.52 %
Allowance to total loans receivable **** 1.21 % 0.93 %
Nonperforming loans to total loans **** 0.05 % 0.24 %
Nonperforming assets to total assets **** 0.12 % 0.24 %

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

December 31<br>2021 September 30<br>2021 June 30<br>2021 March<br>2021 December 31<br>2020
ASSETS
Cash and due from banks $ 21,073 $ 28,353 $ 34,831 $ 20,364 $ 19,445
Interest-bearing deposits with banks 185,608 191,580 170,342 190,135 92,248
Cash and cash equivalents 206,681 219,933 205,173 210,499 111,693
Securities available for sale 406,782 361,988 333,636 275,224 226,586
Loans receivable 1,354,931 1,371,002 1,386,654 1,421,568 1,410,732
Less: Allowance for loan losses 16,442 16,103 15,340 14,509 13,150
Net loans receivable 1,338,489 1,354,899 1,371,314 1,407,059 1,397,582
Regulatory stock, at cost 3,927 3,898 4,084 4,043 3,981
Bank owned life insurance 40,038 39,864 39,665 39,471 39,608
Bank premises and equipment, net 17,289 17,364 17,298 17,648 17,814
Foreclosed real estate owned 1,742 1,876 844 844 965
Goodwill and other intangibles 29,673 29,700 29,727 29,785 29,820
Other assets 23,883 24,169 23,823 25,263 23,815
TOTAL ASSETS $ 2,068,504 $ 2,053,691 $ 2,025,564 $ 2,009,836 $ 1,851,864
LIABILITIES
Deposits:
Non-interest bearing demand $ 440,652 $ 442,534 $ 435,824 $ 415,395 $ 359,559
Interest-bearing deposits 1,316,141 1,279,988 1,253,117 1,269,793 1,175,826
Total deposits 1,756,793 1,722,522 1,688,941 1,685,188 1,535,385
Borrowings 90,820 111,382 119,858 112,283 105,762
Other liabilities 15,629 17,179 16,266 17,258 15,932
TOTAL LIABILITIES 1,863,242 1,851,083 1,825,065 1,814,729 1,657,079
STOCKHOLDERS’ EQUITY 205,262 202,608 200,499 195,107 194,785
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,068,504 $ 2,053,691 $ 2,025,564 $ 2,009,836 $ 1,851,864

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended December 31<br>2021 September 30<br>2021 June 30<br>2021 March 31<br>2021 December 31<br>2020
INTEREST INCOME
Loans receivable, including fees $ 16,149 $ 16,859 $ 16,102 $ 16,146 $ 16,336
Securities 1,612 1,468 1,356 1,112 1,064
Other 92 72 59 43 29
Total interest income 17,853 18,399 17,517 17,301 17,429
INTEREST EXPENSE
Deposits 1,130 1,167 1,205 1,255 1,514
Borrowings 227 243 259 270 301
Total interest expense 1,357 1,410 1,464 1,525 1,815
NET INTEREST INCOME 16,496 16,989 16,053 15,776 15,614
PROVISION FOR LOAN LOSSES 450 750 1,500 1,500 1,600
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 16,046 16,239 14,553 14,276 14,014
OTHER INCOME
Service charges and fees 1,425 1,485 1,532 1,247 1,913
Income from fiduciary activities 198 209 181 160 150
Net realized gains on sales of securities 36 35 21
Gains on sales of loans, net 39 109 29 241
Earnings and proceeds on life insurance policies 174 200 194 374 208
Other 188 160 171 158 149
Total other income 2,021 2,128 2,187 1,989 2,661
OTHER EXPENSES
Salaries and employee benefits 4,992 5,491 5,171 4,953 5,243
Occupancy, furniture and equipment, net 1,254 1,163 1,186 1,220 1,165
Foreclosed real estate 88 (15 ) 13 30 8
FDIC insurance assessment 169 177 154 181 213
Merger related 66
Other 3,539 2,776 2,968 3,068 3,214
Total other expenses 10,042 9,592 9,492 9,452 9,909
INCOME BEFORE TAX 8,025 8,775 7,248 6,813 6,766
INCOME TAX EXPENSE 1,387 1,794 1,493 1,271 1,253
NET INCOME $ 6,638 $ 6,981 $ 5,755 $ 5,542 $ 5,513
Basic earnings per share $ 0.81 $ 0.85 $ 0.70 $ 0.68 $ 0.67
Diluted earnings per share $ 0.81 $ 0.85 $ 0.70 $ 0.67 $ 0.67
Book Value per share $ 25.24 $ 24.90 $ 24.47 $ 23.82 $ 23.72
Tangible Book Value per share 21.63 21.27 20.85 20.20 20.10
Return on average assets (annualized) 1.26 % 1.36 % 1.15 % 1.18 % 1.18 %
Return on average equity (annualized) 12.84 % 13.50 % 11.59 % 11.39 % 11.32 %
Return on average tangible equity (annualized) 15.02 % 15.78 % 13.63 % 13.42 % 13.46 %
Net interest spread (fte) 3.29 % 3.49 % 3.32 % 3.46 % 3.50 %
Net interest margin (fte) 3.39 % 3.61 % 3.44 % 3.59 % 3.65 %
Allowance for loan losses to total loans 1.21 % 1.17 % 1.11 % 1.02 % 0.93 %
Net charge-offs to average loans (annualized) 0.03 % 0.00 % 0.19 % 0.04 % 0.04 %
Nonperforming loans to total loans 0.05 % 0.20 % 0.28 % 0.22 % 0.24 %
Nonperforming assets to total assets 0.12 % 0.22 % 0.24 % 0.20 % 0.24 %