8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2022-10-26 For: 2022-10-26
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 26, 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
--- ---
(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)).
--- ---

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 26, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and nine months ended September 30, 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 October 26, 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: October 26, 2022 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 THIRD QUARTER EARNINGS

October 26, 2022 - 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, 2022 of $8,109,000, which represents an increase of $1,128,000, or 16.2%, over the $6,981,000 earned in the same three-month period of 2021. The increase in earnings was due to a $1.2 million increase in net interest income, and a $750,000 reduction in the provision for loan losses during the three-months ended September 30, 2022. Earnings per share (fully diluted) were $1.00 in the three-months ended September 30, 2022, which represents an increase from the $0.85 earned in the same period of 2021. The annualized returns on average assets and average tangible equity for the current three-month period were 1.57% and 21.48%, respectively, compared to 1.36% and 15.78% for the three-month period ended September 30, 2021. Net income for the nine months ended September 30, 2022, totaled $22,093,000, which is $3,816,000, or 20.9%, higher than the same period of 2021. The increase in net income includes a $2,347,000 increase in net interest income, a $3,150,000 reduction in the provision for loan losses, and a $1,671,000 increase in total other income during the nine months ended September 30, 2022. Earnings per share (fully diluted) for the nine months ended September 30, 2022, totaled $2.71 per share compared to $2.23 per share in the same 2021 period.

Total assets as of September 30, 2022 were $2.019 billion, with loans receivable of $1.432 billion, deposits of $1.769 billion and stockholders’ equity of $158.8 million.

1

For the three months ended September 30, 2022, net interest income, on a fully taxable equivalent basis (fte), totaled $18,369,000, which represents an increase of $1,183,000, compared to the same period in 2021. A $157.7 million increase in average securities contributed to the increased income. Net interest margin (fte) for the 2022 period was 3.74%, compared to 3.61% for the similar period in 2021. Net interest income (fte) for the nine months ended September 30, 2022 totaled $51,734,000, an increase of $2,305,000, compared to the same period in 2021, due primarily to a $174.6 million increase in average securities. The net interest margin (fte) for the nine months ended September 30, 2022 was 3.52%, compared to 3.54% for the same period of 2021.

Total other income for the three months ended September 30, 2022 was $2,178,000, compared to $2,159,000 for the same period in 2021. For the nine months ended September 30, 2022, total other income was $8,006,000, compared to $6,335,000 in the same period of 2021. The increase was due primarily to income recognized on previously acquired purchased impaired loans that were carried at a discount.

Total other expenses were $10,139,000 for the three months ended September 30, 2022, compared to $9,623,000 in the same period of 2021. For the nine months ended September 30, 2022, total other expenses were $30,768,000, compared to $28,567,000 for the same period in 2021. The increase was due primarily to a $1,208,000 increase in salaries and employee benefit costs during the nine months ended September 30, 2022.

Mr. Donnelly commented, “Our results for the first nine months of 2022 reflect increasing net interest spreads due to rising interest rates, the higher level of interest earning assets, and reduced loan loss provisions related to our improved credit quality metrics. Our return on average assets for the nine months ended September 30, 2022 was 1.44%, our fully-diluted earnings per share improved 21.5% compared to the same nine-month period of last year, and our credit quality metrics remain strong, which should bode well for future performance. We appreciate the opportunity to serve our expanded base of stockholders and customers.”

2

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”, 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 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.

3

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:

(dollars in thousands) Three months ended<br>September 30 Nine months ended<br>September 30
2022 2021 2022 2021
Net interest income $ 18,170 $ 16,989 $ 51,164 $ 48,817
Tax equivalent basis adjustment using 21% marginal tax rate 199 197 570 612
Net interest income on a fully taxable equivalent basis $ 18,369 $ 17,186 $ 51,734 $ 49,429

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.

4

The following reconciles average equity to average tangible equity:

Three months ended<br>September 30 Nine months ended<br>September 30
(dollars in thousands) 2022 2021 2022 2021
Average equity $ 179,398 $ 205,848 $ 187,183 $ 201,102
Average goodwill and other intangibles (29,605 ) (29,712 ) (29,630 ) (29,757 )
Average tangible equity $ 149,793 $ 176,136 $ 157,553 $ 171,345
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)

2021
ASSETS
Cash and due from banks 23,092 **** $ 28,353
Interest-bearing deposits with banks 17,785 **** 191,580
Cash and cash equivalents 40,877 **** 219,933
Securities available for sale 427,287 **** 361,988
Loans receivable 1,432,288 **** 1,371,002
Less: Allowance for loan losses 16,931 **** 16,103
Net loans receivable 1,415,357 **** 1,354,899
Regulatory stock, at cost 2,220 **** 3,898
Bank premises and equipment, net 17,427 **** 17,364
Bank owned life insurance 43,169 **** 39,864
Foreclosed real estate owned 346 **** 1,876
Accrued interest receivable 6,303 **** 6,049
Goodwill 29,266 **** 29,266
Other intangible assets 329 **** 434
Other assets 36,289 **** 18,120
TOTAL ASSETS 2,018,870 **** $ 2,053,691
LIABILITIES
Deposits:
Non-interest bearing demand 453,560 **** $ 442,534
Interest-bearing 1,315,236 **** 1,279,988
Total deposits 1,768,796 **** 1,722,522
Short-term borrowings 71,754 **** 78,246
Other borrowings **** 33,136
Accrued interest payable 1,425 **** 1,341
Other liabilities 18,046 **** 15,838
TOTAL LIABILITIES 1,860,021 **** 1,851,083
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:<br>8,275,901 shares, 2021: 8,245,951 shares 828 **** 825
Surplus 96,785 **** 96,100
Retained earnings 125,243 **** 105,668
Treasury stock, at cost: 2022: 130,046 shares, 2021: 51,568 shares (3,442 ) (1,423 )
Accumulated other comprehensive (loss) income (60,565 ) 1,438
TOTAL STOCKHOLDERS’ EQUITY 158,849 **** 202,608
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,018,870 **** $ 2,053,691

All values are in US Dollars.

6

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
INTEREST INCOME
Loans receivable, including fees $ 17,114 $ 16,859 $ 48,203 $ 49,107
Securities **** 2,473 1,468 **** 6,564 3,936
Other **** 245 72 **** 504 174
Total Interest income **** 19,832 18,399 **** 55,271 53,217
INTEREST EXPENSE
Deposits **** 1,557 1,167 **** 3,699 3,627
Short-term borrowings **** 88 71 **** 196 214
Other borrowings **** 17 172 **** 212 559
Total Interest expense **** 1,662 1,410 **** 4,107 4,400
NET INTEREST INCOME **** 18,170 16,989 **** 51,164 48,817
PROVISION FOR LOAN LOSSES $ 750 **** 600 3,750
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 18,170 16,239 **** 50,564 45,067
OTHER INCOME
Service charges and fees **** 1,346 1,485 **** 4,292 4,268
Income from fiduciary activities **** 219 209 **** 634 550
Net realized gains on sales of securities **** 35 **** 56
Gains on sales of loans, net **** 1 39 **** 1 177
Gains on sales of foreclosed real estate owned **** 31 **** 427 31
Earnings and proceeds on life insurance policies **** 267 200 **** 892 767
Other **** 345 160 **** 1,760 486
Total other income **** 2,178 2,159 **** 8,006 6,335
OTHER EXPENSES
Salaries and employee benefits **** 5,553 5,491 **** 16,824 15,616
Occupancy, furniture and equipment **** 1,191 1,163 **** 3,704 3,568
Data processing and related operations **** 736 594 **** 2,031 1,760
Taxes, other than income **** 240 229 **** 773 763
Professional fees **** 354 189 **** 1,336 1,072
FDIC Insurance assessment **** 143 177 **** 468 512
Foreclosed real estate **** 4 16 **** 66 58
Amortization of intangibles **** 24 28 **** 78 96
Other **** 1,894 1,736 **** 5,488 5,122
Total other expenses **** 10,139 9,623 **** 30,768 28,567
INCOME BEFORE TAX **** 10,209 8,775 **** 27,802 22,835
INCOME TAX EXPENSE **** 2,100 1,794 **** 5,709 4,558
NET INCOME $ 8,109 $ 6,981 $ 22,093 $ 18,277
Basic earnings per share $ 1.00 $ 0.85 $ 2.71 $ 2.23
Diluted earnings per share $ 1.00 $ 0.85 $ 2.71 $ 2.23

7

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended September 30 2022 2021
Net interest income $ 18,170 **** $ 16,989
Net income **** 8,109 **** 6,981
Net interest spread (fully taxable equivalent) **** 3.61 % 3.49 %
Net interest margin (fully taxable equivalent) **** 3.74 % 3.61 %
Return on average assets **** 1.57 % 1.36 %
Return on average equity **** 17.93 % 13.50 %
Return on average tangible equity **** 21.48 % 15.78 %
Basic earnings per share $ 1.00 **** $ 0.85
Diluted earnings per share $ 1.00 **** $ 0.85
For the Nine Months Ended September 30 2022 2021
Net interest income $ 51,164 **** $ 48,817
Net income **** 22,093 **** 18,277
Net interest spread (fully taxable equivalent) **** 3.41 % 3.43 %
Net interest margin (fully taxable equivalent) **** 3.52 % 3.54 %
Return on average assets **** 1.44 % 1.23 %
Return on average equity **** 15.73 % 12.19 %
Return on average tangible equity **** 18.67 % 14.31 %
Basic earnings per share $ 2.71 **** $ 2.23
Diluted earnings per share $ 2.71 **** $ 2.23
As of September 30 2022 2021
Total assets $ 2,018,870 **** $ 2,053,691
Total loans receivable **** 1,432,288 **** 1,371,002
Allowance for loan losses **** 16,931 **** 16,103
Total deposits **** 1,768,796 **** 1,722,522
Stockholders’ equity **** 158,849 **** 202,608
Trust assets under management **** 172,037 **** 187,689
Book value per share $ 19.92 **** $ 24.90
Tangible book value per share $ 16.29 **** $ 21.27
Equity to total assets **** 7.87 % 9.87 %
Allowance to total loans receivable **** 1.18 % 1.17 %
Nonperforming loans to total loans **** 0.04 % 0.14 %
Nonperforming assets to total assets **** 0.05 % 0.18 %

8

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

September 30 June 30 March 31 December 31 September 30
2022 2022 2022 2021 2021
ASSETS
Cash and due from banks $ 23,092 $ 29,931 $ 22,394 $ 21,073 $ 28,353
Interest-bearing deposits with banks 17,785 79,735 143,632 185,608 191,580
Cash and cash equivalents 40,877 109,666 166,026 206,681 219,933
Securities available for sale 427,287 440,877 434,924 406,782 361,988
Loans receivable 1,432,288 1,404,317 1,371,645 1,354,931 1,371,002
Less: Allowance for loan losses 16,931 17,017 16,660 16,442 16,103
Net loans receivable 1,415,357 1,387,300 1,354,985 1,338,489 1,354,899
Regulatory stock, at cost 2,220 2,396 3,423 3,927 3,898
Bank owned life insurance 43,169 43,167 40,215 40,038 39,864
Bank premises and equipment, net 17,427 17,032 17,022 17,289 17,364
Foreclosed real estate owned 346 346 590 1,742 1,876
Goodwill and other intangibles 29,595 29,619 29,646 29,673 29,700
Other assets 42,592 35,981 30,867 23,883 24,169
TOTAL ASSETS $ 2,018,870 $ 2,066,384 $ 2,077,698 $ 2,068,504 $ 2,053,691
LIABILITIES
Deposits:
Non-interest bearing demand $ 453,560 $ 442,991 $ 438,979 $ 440,652 $ 442,534
Interest-bearing deposits 1,315,236 1,356,839 1,342,798 1,316,141 1,279,988
Total deposits 1,768,796 1,799,830 1,781,777 1,756,793 1,722,522
Borrowings 71,754 74,839 90,466 90,820 111,382
Other liabilities 19,471 17,884 18,649 15,629 17,179
TOTAL LIABILITIES 1,860,021 1,892,553 1,890,892 1,863,242 1,851,083
STOCKHOLDERS’ EQUITY 158,849 173,831 186,806 205,262 202,608
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,018,870 $ 2,066,384 $ 2,077,698 $ 2,068,504 $ 2,053,691

9

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

September 30 June 30 March 31 December 31 September 30
Three months ended 2022 2022 2022 2021 2021
INTEREST INCOME
Loans receivable, including fees $ 17,114 $ 15,714 $ 15,375 $ 16,149 $ 16,859
Securities 2,473 2,197 1,894 1,612 1,468
Other 245 182 78 92 72
Total interest income 19,832 18,093 17,347 17,853 18,399
INTEREST EXPENSE
Deposits 1,557 1,083 1,059 1,130 1,167
Borrowings 105 116 187 227 243
Total interest expense 1,662 1,199 1,246 1,357 1,410
NET INTEREST INCOME 18,170 16,894 16,101 16,496 16,989
PROVISION FOR LOAN LOSSES 300 300 450 750
NET INTEREST INCOME AFTER PROVISION<br>FOR LOAN LOSSES 18,170 16,594 15,801 16,046 16,239
OTHER INCOME
Service charges and fees 1,346 1,475 1,470 1,425 1,485
Income from fiduciary activities 219 214 202 198 209
Net realized gains on sales of securities 36 35
Gains on sales of loans, net 1 39
Gains on sales of foreclosed real estate owned 427 31
Earnings and proceeds on life insurance policies 267 449 176 174 200
Other 345 351 1,063 188 160
Total other income 2,178 2,489 3,338 2,021 2,159
OTHER EXPENSES
Salaries and employee benefits 5,553 5,840 5,431 4,992 5,491
Occupancy, furniture and equipment, net 1,191 1,206 1,307 1,254 1,163
Foreclosed real estate 4 10 53 88 16
FDIC insurance assessment 143 142 183 169 177
Other 3,248 3,274 3,183 3,539 2,776
Total other expenses 10,139 10,472 10,157 10,042 9,623
INCOME BEFORE TAX 10,209 8,611 8,982 8,025 8,775
INCOME TAX EXPENSE 2,100 1,756 1,854 1,387 1,794
NET INCOME $ 8,109 $ 6,855 $ 7,128 $ 6,638 $ 6,981
Basic earnings per share $ 1.00 $ 0.84 $ 0.87 $ 0.81 $ 0.85
Diluted earnings per share $ 1.00 $ 0.84 $ 0.87 $ 0.81 $ 0.85
Book Value per share $ 19.92 $ 21.65 $ 22.99 $ 25.24 $ 24.90
Tangible Book Value per share 16.29 18.02 19.37 21.63 21.27
Return on average assets (annualized) 1.57 % 1.35 % 1.39 % 1.26 % 1.36 %
Return on average equity (annualized) 17.93 % 15.19 % 14.22 % 12.84 % 13.50 %
Return on average tangible equity (annualized) 21.48 % 18.16 % 16.65 % 15.02 % 15.78 %
Net interest spread (fte) 3.61 % 3.40 % 3.22 % 3.29 % 3.49 %
Net interest margin (fte) 3.74 % 3.49 % 3.32 % 3.39 % 3.61 %
Allowance for loan losses to total loans 1.18 % 1.21 % 1.21 % 1.21 % 1.17 %
Net charge-offs to average loans (annualized) 0.02 % -0.02 % 0.02 % 0.03 % 0.00 %
Nonperforming loans to total loans 0.04 % 0.04 % 0.05 % 0.05 % 0.20 %
Nonperforming assets to total assets 0.05 % 0.05 % 0.06 % 0.12 % 0.22 %

10