8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2021-10-26 For: 2021-10-26
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, 2021

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, 2021, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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, 2021
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, 2021 By: /s/ Lewis J. Critelli
Lewis J. Critelli<br> <br>President and Chief Executive Officer<br> <br>(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOOD FINANCIAL CORP

ANNOUNCES THIRD QUARTER EARNINGS

October 26, 2021—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 September 30, 2021 of $6,981,000 which represents an increase of $1,982,000, or 39.6%, over the $4,999,000 earned in the same three-month period of 2020. The increase in earnings was due to a $1.7 million increase in net interest income, including fee income recognized on Paycheck Protection Program (“PPP”) loans forgiven, and a $1.1 million reduction in the provision for loan losses. Earnings per share (fully diluted) were $0.85 in the three-months ended September 30, 2021, which represents an increase from the $0.62 earned in the same period of 2020. The annualized returns on average assets and average tangible equity for the current three-month period were 1.36% and 15.72%, respectively, compared to 1.11% and 11.72% for the three-month period ended September 30, 2020. Net income for the nine months ended September 30, 2021, totaled $18,277,000, which is $8,710,000, or 91.1%, higher than the same period of 2020, primarily due to the benefits derived from the Company’s acquisition of UpState New York Bancorp, Inc. (“UpState”), which closed on July 7, 2020. Earnings per share (fully diluted) for the nine months ended September 30, 2021, totaled $2.23 per share compared to $1.39 per share in the 2020 period.

1

Total assets as of September 30, 2021 were $2.054 billion, with loans receivable of $1.371 billion, deposits of $1.723 billion and stockholders’ equity of $202.6 million. Total assets have increased $211.6 million during the past twelve months while loans have decreased $43.7 million and deposits have increased $206.6 million. The increases in assets and deposits reflect growth due to significant stimulus funds received as a result of PPP loans that have been forgiven and the Coronavirus Aid, Relief, and Economic Security Act, (“CARES Act”), while the decrease in loans includes a $59.2 million reduction in PPP loans due to forgiveness.

For the three months ended September 30, 2021, net interest income, on a fully taxable equivalent basis (fte), totaled $17,186,000, which represents an increase of $1,639,000, compared to the same period in 2020. A $150.5 million increase in average securities contributed to the increased income. Net interest margin (fte) for the 2021 period was 3.61%, compared to 3.73% for the similar period in 2020. Net interest income (fte) for the nine months ended September 30, 2021 totaled $49,429,000, an increase of $13,891,000, compared to the similar period in 2020 due primarily to a higher volume of earning assets. The net interest margin (fte) year-to-date for the 2021 period was 3.54%, which exceeded the 3.51% recorded in the same period of 2020. All increases include the benefits derived from the acquisition of UpState.

Total other income for the three months ended September 30, 2021 was $2,128,000, compared to $2,072,000 for the same period in 2020. The increase in total other income is primarily due to a higher level of service charges and fees. For the nine months ended September 30, 2021, total other income was $6,304,000, compared to $5,119,000 in the same period of 2020.

Total other expenses were $9,592,000 for the three months ended September 30, 2021, compared to $9,380,000 in the same period of 2020. The higher level of expense during the three months ended September 30, 2021, was due primarily to a $679,000 increase in salaries and benefits costs. For the nine months ended September 30, 2021, other expenses totaled $28,536,000, compared to $24,531,000 for the same period in 2020. The increase includes costs related to the operation of four additional community offices acquired from UpState in 2020.

2

Mr. Critelli commented, “Our results for the first nine months of 2021 reflect the positive impact of, and earnings accretion resulting from, our acquisition of UpState, as well as the continued impact of economic stimulus on our earnings and balance sheet. We recently broke ground on our new facility in Penn Yan, New York, and we look forward to serving the community from our new location. 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 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 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 fully taxable equivalent net interest income, 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 reconciles net interest income to net interest income on a taxable equivalent basis:

(dollars in thousands) Three months ended<br>September 30 Nine months ended<br>September 30
2021 2020 2021 2020
Net interest income $ 16,989 $ 15,330 $ 48,817 $ 34,862
Tax equivalent basis adjustment using 21% marginal tax rate 197 217 612 676
Net interest income on a fully taxable equivalent basis $ 17,186 $ 15,547 $ 49,429 $ 35,538

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) 2021 2020 2021 2020
Average equity $ 205,848 $ 187,478 $ 201,102 $ 157,695
Average goodwill and other intangibles (29,712 ) (17,800 ) (29,757 ) (13,643 )
Average tangible equity $ 176,136 $ 169,678 $ 171,345 $ 144,052
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)

2020
ASSETS
Cash and due from banks 28,353 $ 23,874
Interest-bearing deposits with banks 191,580 100,566
Cash and cash equivalents 219,933 124,440
Securities available for sale 361,988 197,436
Loans receivable 1,371,002 1,414,662
Less: Allowance for loan losses 16,103 11,674
Net loans receivable 1,354,899 1,402,988
Regulatory stock, at cost 3,898 3,876
Bank premises and equipment, net 17,364 18,124
Bank owned life insurance 39,864 39,400
Foreclosed real estate owned 1,876 965
Accrued interest receivable 6,049 6,104
Goodwill 29,266 30,213
Other intangible assets 434 565
Other assets 18,120 17,996
TOTAL ASSETS 2,053,691 $ 1,842,107
LIABILITIES
Deposits:
Non-interest bearing demand 442,534 $ 372,237
Interest-bearing 1,279,988 1,143,685
Total deposits 1,722,522 1,515,922
Short-term borrowings 78,246 69,294
Other borrowings 33,136 46,438
Accrued interest payable 1,341 2,194
Other liabilities 15,838 17,712
TOTAL LIABILITIES 1,851,083 1,651,560
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:<br>8,245,951 shares, 2020: 8,210,982 shares 825 821
Surplus 96,100 95,108
Retained earnings 105,668 90,422
Treasury stock, at cost: 2021: 51,568 shares, 2020: 13,778 shares (1,423 (469
Accumulated other comprehensive income 1,438 4,665
TOTAL STOCKHOLDERS’ EQUITY 202,608 190,547
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,053,691 1,842,107

All values are in US Dollars.

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
INTEREST INCOME
Loans receivable, including fees $ 16,859 **** $ 16,260 $ 49,107 $ 37,711
Securities **** 1,468 **** 1,031 **** 3,936 3,272
Other **** 72 **** 18 **** 174 43
Total Interest income **** 18,399 **** 17,309 **** 53,217 41,026
INTEREST EXPENSE
Deposits **** 1,167 **** 1,676 **** 3,627 5,096
Short-term borrowings **** 71 **** 61 **** 214 244
Other borrowings **** 172 **** 242 **** 559 824
Total Interest expense **** 1,410 **** 1,979 **** 4,400 6,164
NET INTEREST INCOME **** 16,989 **** 15,330 **** 48,817 34,862
PROVISION FOR LOAN LOSSES **** 750 **** 1,850 **** 3,750 3,850
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 16,239 **** 13,480 **** 45,067 31,012
OTHER INCOME
Service charges and fees **** 1,485 **** 1,301 **** 4,268 3,201
Income from fiduciary activities **** 209 **** 205 **** 550 533
Net realized gains on sales of securities **** 35 **** 33 **** 56 71
Gains on sales of loans, net **** 39 **** 164 **** 177 285
Earnings and proceeds on life insurance policies **** 200 **** 217 **** 767 638
Other **** 160 **** 152 **** 486 391
Total other income 2,128 2,072 6,304 5,119
OTHER EXPENSES
Salaries and employee benefits **** 5,491 **** 4,812 **** 15,616 11,878
Occupancy, furniture and equipment **** 1,163 **** 1,109 **** 3,568 2,983
Data processing and related operations **** 594 **** 746 **** 1,760 1,649
Taxes, other than income **** 229 **** 214 **** 763 641
Professional fees **** 189 **** 292 **** 1,072 735
FDIC Insurance assessment **** 177 **** 144 **** 512 186
Foreclosed real estate **** (15 ) 31 **** 27 44
Amortization of intangibles **** 28 **** 35 **** 96 79
Merger related **** **** 386 **** 0 1,983
Other **** 1,736 **** 1,611 **** 5,122 4,353
Total other expenses 9,592 9,380 28,536 24,531
INCOME BEFORE TAX **** 8,775 **** 6,172 **** 22,835 11,600
INCOME TAX EXPENSE **** 1,794 **** 1,173 **** 4,558 2,033
NET INCOME $ 6,981 **** $ 4,999 $ 18,277 $ 9,567
Basic earnings per share $ 0.85 **** $ 0.62 $ 2.23 $ 1.39
Diluted earnings per share $ 0.85 **** $ 0.62 $ 2.23 $ 1.39

7

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended September 30 2021 2020
Net interest income $ 16,989 **** $ 15,330
Net income **** 6,981 **** 4,999
Net interest spread (fully taxable equivalent) **** 3.49 % 3.55 %
Net interest margin (fully taxable equivalent) **** 3.61 % 3.73 %
Return on average assets **** 1.36 % 1.11 %
Return on average equity **** 13.50 % 10.64 %
Return on average tangible equity **** 15.72 % 11.72 %
Basic earnings per share $ 0.85 **** $ 0.62
Diluted earnings per share $ 0.85 **** $ 0.62
For the Nine Months Ended September 30 2021 2020
Net interest income $ 48,817 **** $ 34,862
Net income **** 18,277 **** 9,567
Net interest spread (fully taxable equivalent) **** 3.43 % 3.30 %
Net interest margin (fully taxable equivalent) **** 3.54 % 3.51 %
Return on average assets **** 1.23 % 0.88 %
Return on average equity **** 12.19 % 8.13 %
Return on average tangible equity **** 14.26 % 8.87 %
Basic earnings per share $ 2.23 **** $ 1.39
Diluted earnings per share $ 2.23 **** $ 1.39
As of September 30 2021 2020
Total assets $ 2,053,691 **** $ 1,842,107
Total loans receivable **** 1,371,002 **** 1,414,662
Allowance for loan losses **** 16,103 **** 11,674
Total deposits **** 1,722,522 **** 1,515,922
Stockholders’ equity **** 202,608 **** 190,547
Trust assets under management **** 187,689 **** 155,166
Book value per share $ 24.90 **** $ 23.30
Tangible book value per share $ 21.27 **** $ 19.55
Equity to total assets **** 9.87 % 10.34 %
Allowance to total loans receivable **** 1.17 % 0.83 %
Nonperforming loans to total loans **** 0.14 % 0.29 %
Nonperforming assets to total assets **** 0.18 % 0.27 %

8

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

September 30<br>2021
ASSETS
Cash and due from banks $ 28,353 34,831 20,364 19,445 23,874
Interest-bearing deposits with banks 191,580 170,342 190,135 92,248 100,566
Cash and cash equivalents 219,933 205,173 210,499 111,693 124,440
Securities available for sale 361,988 333,636 275,224 226,586 197,436
Loans receivable 1,371,002 1,386,654 1,421,568 1,410,732 1,414,662
Less: Allowance for loan losses 16,103 15,340 14,509 13,150 11,674
Net loans receivable 1,354,899 1,371,314 1,407,059 1,397,582 1,402,988
Regulatory stock, at cost 3,898 4,084 4,043 3,981 3,876
Bank owned life insurance 39,864 39,665 39,471 39,608 39,400
Bank premises and equipment, net 17,364 17,298 17,648 17,814 18,124
Foreclosed real estate owned 1,876 844 844 965 965
Goodwill and other intangibles 29,700 29,727 29,785 29,820 30,778
Other assets 24,169 23,823 25,263 23,815 24,100
TOTAL ASSETS $ 2,053,691 2,025,564 2,009,836 1,851,864 1,842,107
LIABILITIES
Deposits:
Non-interest bearing demand $ 442,534 435,824 415,395 359,559 372,237
Interest-bearing deposits 1,279,988 1,253,117 1,269,793 1,175,826 1,143,685
Total deposits 1,722,522 1,688,941 1,685,188 1,535,385 1,515,922
Borrowings 111,382 119,858 112,283 105,762 115,732
Other liabilities 17,179 16,266 17,258 15,932 19,906
TOTAL LIABILITIES 1,851,083 1,825,065 1,814,729 1,657,079 1,651,560
STOCKHOLDERS’ EQUITY 202,608 200,499 195,107 194,785 190,547
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,053,691 2,025,564 2,009,836 1,851,864 $1,842,107

All values are in US Dollars.

9

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended September 302021 June 302021 March 312021 December 312020 September 302020
INTEREST INCOME
Loans receivable, including fees $ 16,859 $ 16,102 $ 16,146 $ 16,336 $ 16,260
Securities 1,468 1,356 1,112 1,064 1,031
Other 72 59 43 29 18
Total interest income 18,399 17,517 17,301 17,429 17,309
INTEREST EXPENSE
Deposits 1,167 1,205 1,255 1,514 1,676
Borrowings 243 259 270 301 303
Total interest expense 1,410 1,464 1,525 1,815 1,979
NET INTEREST INCOME 16,989 16,053 15,776 15,614 15,330
PROVISION FOR LOAN LOSSES 750 1,500 1,500 1,600 1,850
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 16,239 14,553 14,276 14,014 13,480
OTHER INCOME
Service charges and fees 1,485 1,532 1,247 1,913 1,301
Income from fiduciary activities 209 181 160 150 205
Net realized gains on sales of securities 35 21 33
Gains on sales of loans, net 39 109 29 241 164
Earnings and proceeds on life insurance policies 200 194 374 208 217
Other 160 171 158 149 152
Total other income 2,128 2,187 1,989 2,661 2,072
OTHER EXPENSES
Salaries and employee benefits 5,491 5,171 4,953 5,243 4,812
Occupancy, furniture and equipment, net 1,163 1,186 1,220 1,165 1,109
Foreclosed real estate (15 ) 13 30 8 31
FDIC insurance assessment 177 154 181 213 144
Merger related 66 386
Other 2,776 2,968 3,068 3,214 2,898
Total other expenses 9,592 9,492 9,452 9,909 9,380
INCOME BEFORE TAX 8,775 7,248 6,813 6,766 6,172
INCOME TAX EXPENSE 1,794 1,493 1,271 1,253 1,173
NET INCOME $ 6,981 $ 5,755 $ 5,542 $ 5,513 $ 4,999
Basic earnings per share $ 0.85 $ 0.70 $ 0.68 $ 0.67 $ 0.62
Diluted earnings per share $ 0.85 $ 0.70 $ 0.67 $ 0.67 $ 0.62
Book Value per share $ 24.90 $ 24.47 $ 23.82 $ 23.72 $ 23.30
Tangible Book Value per share 21.27 20.85 20.20 20.10 19.55
Return on average assets (annualized) 1.36 % 1.15 % 1.18 % 1.18 % 1.11 %
Return on average equity (annualized) 13.50 % 11.59 % 11.39 % 11.32 % 10.64 %
Return on average tangible equity (annualized) 15.78 % 13.63 % 13.42 % 13.46 % 11.75 %
Net interest spread (fte) 3.49 % 3.32 % 3.46 % 3.50 % 3.55 %
Net interest margin (fte) 3.61 % 3.44 % 3.59 % 3.65 % 3.73 %
Allowance for loan losses to total loans 1.17 % 1.11 % 1.02 % 0.93 % 0.83 %
Net charge-offs to average loans (annualized) 0.00 % 0.19 % 0.04 % 0.04 % 0.14 %
Nonperforming loans to total loans 0.20 % 0.28 % 0.22 % 0.24 % 0.29 %
Nonperforming assets to total assets 0.22 % 0.24 % 0.20 % 0.24 % 0.27 %

10