8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2022-04-18 For: 2022-04-18
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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) April 18, 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 April 18, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2022. 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 April 18, 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: April 18, 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 FIRST QUARTER EARNINGS

Honesdale, Pennsylvania—April 18, 2022

Lewis J. Critelli, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary, Wayne Bank, announced record earnings of $7,128,000 for the three months ended March 31, 2022, an increase of 28.6% from the $5,542,000 earned during the corresponding period of 2021. The increase includes a $1,200,000 decrease in the provision for loan losses and a $1,349,000 increase in other income. Earnings per share on a fully diluted basis were $0.87 for the three-month period ended March 31, 2022, compared to $0.67 in the three-month period ended March 31, 2021. The annualized return on average assets was 1.39% in the first quarter of 2022 and the annualized return on average equity was 14.22%, compared to 1.18% and 11.39%, respectively, in the first quarter of 2021.

Total assets were $2.078 billion as of March 31, 2022, an increase of $67.9 million compared to March 31, 2021. As of March 31, 2022, loans totaled $1.372 billion, with deposits of $1.782 billion and stockholders’ equity of $186.8 million.

Net interest income on a fully taxable equivalent basis (fte), was $16,283,000 during the three months ended March 31, 2022, which is $302,000 higher than the comparable three-month period of 2021. A $193.4 million increase in average securities available for sale over the corresponding period in 2021 contributed to the increased interest income. During the three-months ended March 31, 2022, the fte yield on interest-earning assets decreased thirty-six basis points compared to the three months ended March 31, 2021, while the cost of funds decreased twelve basis points. As a result, the annualized net interest spread (fte) decreased to 3.22% from 3.46% in the quarter ended March 31, 2022 compared to the corresponding three-month period in 2021. A $378,000 reduction in loan origination fees recognized on Paycheck Protection Program (“PPP”) loans compared to the three months ended March 31, 2021, contributed to the reduced net interest spread (fte).

Other income totaled $3,338,000 for the three months ended March 31, 2022, compared to $1,992,000 during the corresponding period of last year. The increase is due primarily to $875,000 of income recognized on previously acquired purchased impaired loans that were carried at a discount, and a $427,000 gain on the sale of a property carried in Foreclosed Real Estate Owned. All other categories of other income increased $44,000, net.

Operating expenses totaled $10,157,000 in the three months ended March 31, 2022, and were $705,000, or 7.5%, higher than the $9,452,000 recorded in the same period of last year.

Mr. Critelli stated, “Our first quarter results provide a good start for 2022 and exceed our budget level. Total loans increased 7.7% annually during the quarter after excluding the impact of loan forgiveness related to PPP loans. Our total deposits increased 5.7% annually during the quarter, our core operating expenses remain well-controlled, and our capital base remains above “Well-Capitalized” targets. Additionally, our credit quality metrics continued to improve during the first quarter, which we believe should benefit future results. 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 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 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 taxable 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 taxable equivalent basis:

(dollars in thousands) Three months ended March 31,
2022 2021
Net interest income $ 16,101 $ 15,776
Tax equivalent basis adjustment using 21% marginal tax rate 182 205
Net interest income on a fully taxable equivalent basis $ 16,283 $ 15,981

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:

(dollars in thousands) Three months ended March 31,
2022 2021
Average equity $ 203,260 $ 197,243
Average goodwill and other intangibles (29,656 ) (29,798 )
Average tangible equity $ 173,604 $ 167,445

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)

2021
ASSETS
Cash and due from banks 22,394 **** $ 20,364
Interest-bearing deposits with banks 143,632 **** 190,135
Cash and cash equivalents 166,026 210,499
Securities available for sale 434,924 **** 275,224
Loans receivable 1,371,645 **** 1,421,568
Less: Allowance for loan losses 16,660 **** 14,509
Net loans receivable 1,354,985 **** 1,407,059
Regulatory stock, at cost 3,423 **** 4,043
Bank premises and equipment, net 17,022 **** 17,648
Bank owned life insurance 40,215 **** 39,471
Foreclosed real estate owned 590 **** 844
Accrued interest receivable 5,876 **** 6,317
Goodwill 29,266 **** 29,290
Other intangible assets 380 **** 495
Other assets 24,991 **** 18,946
TOTAL ASSETS 2,077,698 **** $ 2,009,836
LIABILITIES
Deposits:
Non-interest bearing demand 438,979 **** $ 415,395
Interest-bearing 1,342,798 **** 1,269,793
Total deposits 1,781,777 **** 1,685,188
Short-term borrowings 63,622 **** 72,917
Other borrowings 26,844 **** 39,366
Accrued interest payable 1,160 **** 1,370
Other liabilities 17,489 **** 15,888
TOTAL LIABILITIES 1,890,892 **** 1,814,729
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: 2022: 8,268,401<br>shares, 2021: 8,240,081 shares 827 **** 824
Surplus 96,619 **** 95,717
Retained earnings 114,845 **** 97,201
Treasury stock, at cost: 2022: 65,089 shares, 2021: 21,568 shares (1,760 ) (656 )
Accumulated other comprehensive (loss) income (23,725 ) 2,021
TOTAL STOCKHOLDERS’ EQUITY 186,806 **** 195,107
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,077,698 **** $ 2,009,836

All values are in US Dollars.

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended March 31,
2022 2021
INTEREST INCOME
Loans receivable, including fees $ 15,375 $ 16,146
Securities **** 1,894 1,112
Other **** 78 43
Total Interest income **** 17,347 17,301
INTEREST EXPENSE
Deposits **** 1,059 1,255
Short-term borrowings **** 48 69
Other borrowings **** 139 201
Total Interest expense **** 1,246 1,525
NET INTEREST INCOME **** 16,101 15,776
PROVISION FOR LOAN LOSSES **** 300 1,500
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 15,801 14,276
OTHER INCOME
Service charges and fees **** 1,470 1,247
Income from fiduciary activities **** 202 160
Net realized gains on sales of securities **** 21
Gains on sales of loans, net **** 29
Gains on sales of foreclosed real estate owned **** 427 3
Earnings and proceeds on life insurance policies **** 176 374
Other **** 1,063 158
Total other income **** 3,338 1,992
OTHER EXPENSES
Salaries and employee benefits **** 5,431 4,953
Occupancy, furniture and equipment **** 1,307 1,220
Data processing and related operations **** 628 603
Taxes, other than income **** 294 305
Professional fees **** 575 540
FDIC Insurance assessment **** 183 181
Foreclosed real estate **** 53 33
Amortization of intangibles **** 27 35
Other **** 1,659 1,585
Total other expenses **** 10,157 9,455
INCOME BEFORE TAX **** 8,982 6,813
INCOME TAX EXPENSE **** 1,854 1,271
NET INCOME $ 7,128 $ 5,542
Basic earnings per share $ 0.87 $ 0.68
Diluted earnings per share $ 0.87 $ 0.67

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended March 31 2022 2021
Net interest income $ 16,101 **** $ 15,776
Net income **** 7,128 **** 5,542
Net interest spread (fully taxable equivalent) **** 3.22 % 3.46 %
Net interest margin (fully taxable equivalent) **** 3.32 % 3.59 %
Return on average assets **** 1.39 % 1.18 %
Return on average equity **** 14.22 % 11.39 %
Return on average tangible equity **** 16.65 % 13.42 %
Basic earnings per share $ 0.87 **** $ 0.68
Diluted earnings per share $ 0.87 **** $ 0.67
As of March 31 2022 2021
--- --- --- --- --- --- ---
Total assets $ 2,077,698 **** $ 2,009,836
Total loans receivable **** 1,371,645 **** 1,421,568
Allowance for loan losses **** 16,660 **** 14,509
Total deposits **** 1,781,777 **** 1,685,188
Stockholders’ equity **** 186,806 **** 195,107
Trust assets under management **** 190,144 **** 173,263
Book value per share $ 22.99 **** $ 23.82
Tangible book value per share $ 19.37 **** $ 20.20
Equity to total assets **** 8.99 % 9.71 %
Allowance to total loans receivable **** 1.21 % 1.02 %
Nonperforming loans to total loans **** 0.05 % 0.22 %
Nonperforming assets to total assets **** 0.06 % 0.20 %

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

March 31<br>2022 December 31<br>2021 September 30<br>2021 June 30<br>2021 March 31<br>2021
ASSETS
Cash and due from banks $ 22,394 $ 21,073 $ 28,353 $ 34,831 $ 20,364
Interest-bearing deposits with banks 143,632 185,608 191,580 170,342 190,135
Cash and cash equivalents 166,026 206,681 219,933 205,173 210,499
Securities available for sale 434,924 406,782 361,988 333,636 275,224
Loans receivable 1,371,645 1,354,931 1,371,002 1,386,654 1,421,568
Less: Allowance for loan losses 16,660 16,442 16,103 15,340 14,509
Net loans receivable 1,354,985 1,338,489 1,354,899 1,371,314 1,407,059
Regulatory stock, at cost 3,423 3,927 3,898 4,084 4,043
Bank owned life insurance 40,215 40,038 39,864 39,665 39,471
Bank premises and equipment, net 17,022 17,289 17,364 17,298 17,648
Foreclosed real estate owned 590 1,742 1,876 844 844
Goodwill and other intangibles 29,646 29,673 29,700 29,727 29,785
Other assets 30,867 23,883 24,169 23,823 25,263
TOTAL ASSETS $ 2,077,698 $ 2,068,504 $ 2,053,691 $ 2,025,564 $ 2,009,836
LIABILITIES
Deposits:
Non-interest bearing demand $ 438,979 $ 440,652 $ 442,534 $ 435,824 $ 415,395
Interest-bearing deposits 1,342,798 1,316,141 1,279,988 1,253,117 1,269,793
Total deposits 1,781,777 1,756,793 1,722,522 1,688,941 1,685,188
Borrowings 90,466 90,820 111,382 119,858 112,283
Other liabilities 18,649 15,629 17,179 16,266 17,258
TOTAL LIABILITIES 1,890,892 1,863,242 1,851,083 1,825,065 1,814,729
STOCKHOLDERS’ EQUITY 186,806 205,262 202,608 200,499 195,107
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,077,698 $ 2,068,504 $ 2,053,691 $ 2,025,564 $ 2,009,836

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended March 31<br>2022 December 31<br>2021 September 30<br>2021 June 30<br>2021 March 31<br>2021
INTEREST INCOME
Loans receivable, including fees $ 15,375 $ 16,149 $ 16,859 $ 16,102 $ 16,146
Securities 1,894 1,612 1,468 1,356 1,112
Other 78 92 72 59 43
Total interest income 17,347 17,853 18,399 17,517 17,301
INTEREST EXPENSE
Deposits 1,059 1,130 1,167 1,205 1,255
Borrowings 187 227 243 259 270
Total interest expense 1,246 1,357 1,410 1,464 1,525
NET INTEREST INCOME 16,101 16,496 16,989 16,053 15,776
PROVISION FOR LOAN LOSSES 300 450 750 1,500 1,500
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 15,801 16,046 16,239 14,553 14,276
OTHER INCOME
Service charges and fees 1,470 1,425 1,485 1,532 1,247
Income from fiduciary activities 202 198 209 181 160
Net realized gains on sales of securities 36 35 21
Gains on sales of loans, net 39 109 29
Gains on sales of foreclosed real estate owned 427 31 2 3
Earnings and proceeds on life insurance policies 176 174 200 194 374
Other 1,063 188 160 171 158
Total other income 3,338 2,021 2,159 2,189 1,992
OTHER EXPENSES
Salaries and employee benefits 5,431 4,992 5,491 5,171 4,953
Occupancy, furniture and equipment, net 1,307 1,254 1,163 1,186 1,220
Foreclosed real estate 53 88 16 15 33
FDIC insurance assessment 183 169 177 154 181
Other 3,183 3,539 2,776 2,968 3,068
Total other expenses 10,157 10,042 9,623 9,494 9,455
INCOME BEFORE TAX 8,982 8,025 8,775 7,248 6,813
INCOME TAX EXPENSE 1,854 1,387 1,794 1,493 1,271
NET INCOME $ 7,128 $ 6,638 $ 6,981 $ 5,755 $ 5,542
Basic earnings per share $ 0.87 $ 0.81 $ 0.85 $ 0.70 $ 0.68
Diluted earnings per share $ 0.87 $ 0.81 $ 0.85 $ 0.70 $ 0.67
Book Value per share $ 22.99 $ 25.24 $ 24.90 $ 24.47 $ 23.82
Tangible Book Value per share 19.37 21.63 21.27 20.85 20.20
Return on average assets (annualized) 1.39 % 1.26 % 1.36 % 1.15 % 1.18 %
Return on average equity (annualized) 14.22 % 12.84 % 13.50 % 11.59 % 11.39 %
Return on average tangible equity (annualized) 16.65 % 15.02 % 15.78 % 13.63 % 13.42 %
Net interest spread (fte) 3.22 % 3.29 % 3.49 % 3.32 % 3.46 %
Net interest margin (fte) 3.32 % 3.39 % 3.61 % 3.44 % 3.59 %
Allowance for loan losses to total loans 1.21 % 1.21 % 1.17 % 1.11 % 1.02 %
Net charge-offs to average loans (annualized) 0.02 % 0.03 % 0.00 % 0.19 % 0.04 %
Nonperforming loans to total loans 0.05 % 0.05 % 0.20 % 0.28 % 0.22 %
Nonperforming assets to total assets 0.06 % 0.12 % 0.22 % 0.24 % 0.20 %