8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2023-04-21 For: 2023-04-21
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) April 21, 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)
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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 21, 2023, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 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:
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The following exhibits are being furnished with this report.

No. Description
99.1 Press Release dated April 21, 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: April 21, 2023 By: /s/ James O. Donnelly
James O. Donnelly
President and Chief Executive Officer<br> <br>(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOODFINANCIAL CORP ANNOUNCES FIRST QUARTER 2023 EARNINGS

Honesdale, Pennsylvania - April 21, 2023

James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market – NWFL) and its subsidiary, Wayne Bank, announced net income of $5,782,000 for the three months ended March 31, 2023, a decrease of $1,346,000, from net income of $7,128,000 for the three months ended March 31, 2022. The decrease was due primarily to a $1,426,000 decrease in other income. Earnings per share on a fully diluted basis were $0.71 for the three-month period ended March 31, 2023, compared to $0.87 in the three-month period ended March 31, 2022. The annualized return on average assets was 1.13% in the first quarter of 2023 and the annualized return on average equity was 13.61%, compared to 1.39% and 14.22%, respectively, in the first quarter of 2022.

Total assets were $2.104 billion as of March 31, 2023, an increase of $26.7 million, compared to March 31, 2022. As of March 31, 2023, loans totaled $1.536 billion, with deposits of $1.756 billion and stockholders’ equity of $176.4 million.

Net interest income on a fully taxable equivalent basis (fte), was $16,275,000 during the three months ended March 31, 2023, compared to $16,283,000 in the comparable three-month period of 2022. During the three-months ended March 31, 2023, the fte yield on interest-earning assets increased 80 basis points compared to the three months ended March 31, 2022, while the cost of funds increased 119 basis points. As a result, the annualized net interest spread (fte) decreased to 2.83% from 3.22% in the quarter ended March 31, 2023 compared to the corresponding three-month period in 2022.

Total other income was $1,912,000 for the three months ended March 31, 2023, compared to $3,338,000 during the corresponding period of last year. The decrease in other income includes $875,000 of income recognized in 2022 on previously acquired purchased impaired loans that were carried at a discount, and a $427,000 gain recorded in 2022 on the sale of a property carried in foreclosed real estate owned. All other categories of other income decreased $124,000, net.

Operating expenses totaled $10,436,000 in the three months ended March 31, 2023, and were $279,000, or 2.7%, higher than the $10,157,000 recorded in the same three-month period of last year.

Additionally, effective January 1, 2023, the Company adopted Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, referred to as the current expected credit loss model (“CECL”). This accounting standard requires that credit losses for financial assets and off-balance sheet credit exposures be measured based on expected credit losses, rather than on incurred credit losses as in prior periods. As a result of the adoption of CECL, the allowance for credit losses was increased by $2,216,000, and retained earnings was decreased by $1,751,000, net of tax. The Company also recorded an off-balance sheet reserve for unfunded commitments of $329,000, with a corresponding decrease to retained earnings of $260,000, net of tax.

Mr. Donnelly stated, “Our first quarter income decreased from the 2022 level due to one-time gains recognized in 2022 and the rising cost of deposits and borrowed funds. Loan growth was 16.7% annually during the quarter, while total deposits increased 6.6% annually during the first quarter of 2023. Our core operating expenses remain well-controlled, and our capital base remains above “Well-Capitalized” targets. Additionally, our credit quality metrics remained strong during the first quarter, which we

believe should benefit future performance. 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 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”.

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.

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

Three months ended March 31,
(dollars in thousands) 2023 2022
Net interest income $ 16,093 $ 16,101
Tax equivalent basis adjustment using 21% marginal tax rate 182 182
Net interest income on a fully taxable equivalent basis $ 16,275 $ 16,283

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 March 31,
(dollars in thousands) 2023 2022
Average equity $ 172,334 $ 203,260
Average goodwill and other intangibles (29,559 ) (29,656 )
Average tangible equity $ 142,775 $ 173,604
Contact: William S. Lance
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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)

2022
ASSETS
Cash and due from banks 25,701 $ 22,394
Interest-bearing deposits with banks 3,314 143,632
Cash and cash equivalents 29,015 166,026
Securities available for sale 418,245 434,924
Loans receivable 1,535,643 1,371,645
Less: Allowance for credit losses 19,445 16,660
Net loans receivable 1,516,198 1,354,985
Regulatory stock, at cost 5,963 3,423
Bank premises and equipment, net 17,660 17,022
Bank owned life insurance 45,577 40,215
Foreclosed real estate owned 346 590
Accrued interest receivable 6,633 5,876
Deferred tax assets, net 22,164 14,771
Goodwill 29,266 29,266
Other intangible assets 283 380
Other assets 13,013 10,220
TOTAL ASSETS 2,104,363 $ 2,077,698
LIABILITIES
Deposits:
Non-interest bearing demand 419,615 $ 438,979
Interest-bearing 1,336,320 1,342,798
Total deposits 1,755,935 1,781,777
Short-term borrowings 108,555 63,622
Other borrowings 40,189 26,844
Accrued interest payable 4,703 1,160
Other liabilities 18,566 17,489
TOTAL LIABILITIES 1,927,948 1,890,892
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: 8,268,401 shares 829 827
Surplus 95,052 96,619
Retained earnings 133,427 114,845
Treasury stock, at cost: 2023: 110,400 shares, 2022: 65,089 shares (2,930 (1,760
Accumulated other comprehensive loss (49,963 (23,725
TOTAL STOCKHOLDERS’ EQUITY 176,415 186,806
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,104,363 2,077,698

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,
2023 2022
INTEREST INCOME
Loans receivable, including fees $ 19,158 $ 15,375
Securities **** 2,505 1,894
Other **** 48 78
Total Interest income **** 21,711 17,347
INTEREST EXPENSE
Deposits **** 4,362 1,059
Short-term borrowings **** 779 48
Other borrowings **** 477 139
Total Interest expense **** 5,618 1,246
NET INTEREST INCOME **** 16,093 16,101
PROVISION FOR CREDIT LOSSES $ 300 300
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES **** 15,793 15,801
OTHER INCOME
Service charges and fees **** 1,313 1,470
Income from fiduciary activities **** 212 202
Net realized gains on sales of securities **** 2
Gains on sales of loans, net ****
Gains on sales of foreclosed real estate owned **** 427
Earnings and proceeds on life insurance policies **** 213 176
Other **** 172 1,063
Total other income **** 1,912 3,338
OTHER EXPENSES
Salaries and employee benefits **** 5,969 5,431
Occupancy, furniture and equipment **** 1,262 1,307
Data processing and related operations **** 768 628
Taxes, other than income **** 161 294
Professional fees **** 285 575
FDIC Insurance assessment **** 200 183
Foreclosed real estate **** 29 53
Amortization of intangibles **** 23 27
Other **** 1,739 1,659
Total other expenses **** 10,436 10,157
INCOME BEFORE TAX **** 7,269 **** 8,982
INCOME TAX EXPENSE **** 1,487 1,854
NET INCOME $ 5,782 $ 7,128
Basic earnings per share $ 0.71 $ 0.87
Diluted earnings per share $ 0.71 $ 0.87

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

2023 2022
For the Three Months Ended March 31
Net interest income $ 16,093 **** $ 16,101
Net income **** 5,782 **** 7,128
Net interest spread (fully taxable equivalent) **** 2.83 % 3.22 %
Net interest margin (fully taxable equivalent) **** 3.25 % 3.32 %
Return on average assets **** 1.13 % 1.39 %
Return on average equity **** 13.61 % 14.22 %
Return on average tangible equity **** 16.42 % 16.65 %
Basic earnings per share $ 0.71 **** $ 0.87
Diluted earnings per share $ 0.71 **** $ 0.87
2023 2022
--- --- --- --- --- --- ---
As of March 31
Total assets $ 2,104,363 **** $ 2,077,698
Total loans receivable **** 1,535,643 **** 1,371,645
Allowance for credit losses **** 19,445 **** 16,660
Total deposits **** 1,755,935 **** 1,781,777
Stockholders’ equity **** 176,415 **** 186,806
Trust assets under management **** 187,345 **** 190,144
Book value per share $ 21.92 **** $ 22.99
Tangible book value per share $ 18.31 **** $ 19.37
Equity to total assets **** 8.38 % 8.99 %
Allowance to total loans receivable **** 1.27 % 1.21 %
Nonperforming loans to total loans **** 0.07 % 0.05 %
Nonperforming assets to total assets **** 0.06 % 0.06 %

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

March 31 December 31 September 30 June 30 March 31
2023 2022 2022 2022 2022
ASSETS
Cash and due from banks $ 25,701 $ 28,847 $ 23,092 $ 29,931 $ 22,394
Interest-bearing deposits with banks 3,314 3,019 17,785 79,735 143,632
Cash and cash equivalents 29,015 31,866 40,877 109,666 166,026
Securities available for sale 418,245 418,927 427,287 440,877 434,924
Loans receivable 1,535,643 1,473,945 1,432,288 1,404,317 1,371,645
Less: Allowance for credit losses 19,445 16,999 16,931 17,017 16,660
Net loans receivable 1,516,198 1,456,946 1,415,357 1,387,300 1,354,985
Regulatory stock, at cost 5,963 5,418 2,220 2,396 3,423
Bank owned life insurance 45,577 43,364 43,169 43,167 40,215
Bank premises and equipment, net 17,660 17,924 17,427 17,032 17,022
Foreclosed real estate owned 346 346 346 346 590
Goodwill and other intangibles 29,549 29,572 29,595 29,619 29,646
Other assets 41,810 42,707 42,592 35,981 30,867
TOTAL ASSETS $ 2,104,363 $ 2,047,070 $ 2,018,870 $ 2,066,384 $ 2,077,698
LIABILITIES
Deposits:
Non-interest bearing demand $ 419,615 $ 434,529 $ 453,560 $ 442,991 $ 438,979
Interest-bearing deposits 1,336,320 1,293,198 1,315,236 1,356,839 1,342,798
Total deposits 1,755,935 1,727,727 1,768,796 1,799,830 1,781,777
Borrowings 148,744 133,215 71,754 74,839 90,466
Other liabilities 23,269 19,043 19,471 17,884 18,649
TOTAL LIABILITIES 1,927,948 1,879,985 1,860,021 1,892,553 1,890,892
STOCKHOLDERS’ EQUITY 176,415 167,085 158,849 173,831 186,806
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,104,363 $ 2,047,070 $ 2,018,870 $ 2,066,384 $ 2,077,698

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

March 31 December 31 September 30 June 30 March 31
Three months ended 2023 2022 2022 2022 2022
INTEREST INCOME
Loans receivable, including fees $ 19,158 $ 17,810 $ 17,114 $ 15,714 $ 15,375
Securities 2,505 2,487 2,473 2,197 1,894
Other 48 98 245 182 78
Total interest income 21,711 20,395 19,832 18,093 17,347
INTEREST EXPENSE
Deposits 4,362 2,772 1,557 1,083 1,059
Borrowings 1,256 391 105 116 187
Total interest expense 5,618 3,163 1,662 1,199 1,246
NET INTEREST INCOME 16,093 17,232 18,170 16,894 16,101
PROVISION FOR CREDIT LOSSES 300 300 300 300
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 15,793 16,932 18,170 16,594 15,801
OTHER INCOME
Service charges and fees 1,313 1,370 1,346 1,475 1,470
Income from fiduciary activities 212 210 219 214 202
Net realized gains on sales of securities 2 3
Gains on sales of loans, net 1 1
Gains on sales of foreclosed real estate owned 427
Earnings and proceeds on life insurance policies 213 195 267 449 176
Other 172 147 345 351 1,063
Total other income 1,912 1,926 2,178 2,489 3,338
OTHER EXPENSES
Salaries and employee benefits 5,969 5,246 5,553 5,840 5,431
Occupancy, furniture and equipment, net 1,262 1,263 1,191 1,206 1,307
Foreclosed real estate 29 7 4 10 53
FDIC insurance assessment 200 144 143 142 183
Other 2,976 3,615 3,248 3,274 3,183
Total other expenses 10,436 10,275 10,139 10,472 10,157
INCOME BEFORE TAX 7,269 8,583 10,209 8,611 8,982
INCOME TAX EXPENSE 1,487 1,443 2,100 1,756 1,854
NET INCOME $ 5,782 $ 7,140 $ 8,109 $ 6,855 $ 7,128
Basic earnings per share $ 0.71 $ 0.88 $ 1.00 $ 0.84 $ 0.87
Diluted earnings per share $ 0.71 $ 0.88 $ 1.00 $ 0.84 $ 0.87
Book Value per share $ 21.92 $ 20.86 $ 19.92 $ 21.65 $ 22.99
Tangible Book Value per share 18.31 17.24 16.29 18.02 19.37
Return on average assets (annualized) 1.13 % 1.40 % 1.57 % 1.35 % 1.39 %
Return on average equity (annualized) 13.61 % 17.40 % 17.93 % 15.19 % 14.22 %
Return on average tangible equity (annualized) 16.42 % 21.27 % 21.48 % 18.16 % 16.65 %
Net interest spread (fte) 2.83 % 3.30 % 3.61 % 3.40 % 3.22 %
Net interest margin (fte) 3.25 % 3.55 % 3.74 % 3.49 % 3.32 %
Allowance for credit losses to total loans 1.27 % 1.15 % 1.18 % 1.21 % 1.21 %
Net charge-offs to average loans (annualized) 0.08 % 0.06 % 0.02 % -0.02 % 0.02 %
Nonperforming loans to total loans 0.07 % 0.08 % 0.04 % 0.04 % 0.05 %
Nonperforming assets to total assets 0.06 % 0.07 % 0.05 % 0.05 % 0.06 %