8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2022-07-22 For: 2022-07-22
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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) July 22, 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 July 22, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the three and six months ended June 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 July 22, 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: July 22, 2022 By: /s/ James O. Donnelly
James O. Donnelly
President and Chief Executive Officer
(Duly Authorized Representative)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOODFINANCIAL CORP

ANNOUNCES SECOND QUARTER EARNINGS

Honesdale, Pennsylvania - July 22, 2022

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 June 30, 2022 of $6,855,000, which was $1,100,000, or 19.1%, higher than the same three-month period of last year. The increase includes an $841,000 increase in net interest income, a $1,200,000 decrease in the provision for loan losses, and a $302,000 increase in total other income. Earnings per share (fully diluted) were $0.84 in the three months ended June 30, 2022, compared to $0.70 in the same period of last year. The annualized return on average assets for the three months ended June 30, 2022, was 1.35%, while the annualized return on average tangible equity was 18.16%. Net income for the six months ended June 30, 2022, was $13,983,000, which is $2,687,000 higher than the same six-month period of 2021, due to increases in net interest income and total other income, and a decrease in the provision for loan losses of $2,400,000. Earnings per share (fully diluted) for the six months ended June 30, 2022 were $1.71, compared to $1.38 for the six months ended June 30, 2021. The annualized return on average assets for the six months ended June 30, 2022 was 1.37%. The annualized return on average tangible equity for the six months ended June 30, 2022 was 17.36%.

Total assets as of June 30, 2022 were $2.066 billion, with loans receivable of $1.404 billion, deposits of $1.800 billion and stockholders’ equity of $173.8 million.

For the three months ended June 30, 2022, net interest income, on a fully-taxable equivalent basis (fte), totaled $17,082,000, an increase of $819,000 compared to the same period in 2021. A $173.1 million increase in average securities available for sale contributed to the increased net interest income. Net interest margin (fte) for the three months ended June 30, 2022 was 3.49%, compared to 3.44% in the same period of 2021. The tax-equivalent yield on interest-earning assets decreased one basis point to 3.74% during the three months ended June 30, 2022, compared to the same prior year period, while the cost of interest-bearing liabilities decreased nine basis points to 0.34%. Net interest income (fte) for the six months ended June 30, 2022 totaled $33,365,000, which was $1,121,000 higher than the same period in 2021, due to a $183.2 million increase in average securities available for sale. The net interest margin (fte) was 3.41% in the six months ended June 30, 2022, as compared to 3.51% during the six months ended June 30, 2021. The decrease in the net interest margin (fte) was due to a $39.6 million decrease in average loans outstanding related to Paycheck Protection Program (“PPP”) loans forgiven during the period.

Other income for the three months ended June 30, 2022, totaled $2,489,000, compared to $2,187,000 for the same period in 2021. The increase is due primarily to a $255,000 increase in earnings and proceeds on bank-owned life insurance policies.    For the six months ended June 30, 2022, other income totaled $5,828,000, compared to $4,176,000 for the six months ended June 30, 2021. The increase was due primarily to income recognized on previously acquired purchased impaired loans that were carried at a discount.

Other expenses totaled $10,472,000 for the three months ended June 30, 2022, an increase of $980,000, compared to the $9,492,000 for the same period of 2021. For the six months ended June 30, 2022, other expenses totaled $20,630,000, compared to $18,944,000 for the same period in 2021, due primarily to a $1,146,000 increase in salaries and employee benefits costs.

Mr. Donnelly commented, “Our results for the first half of 2022 reflect 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 six months ended June 30, 2022 was 1.37%, our earnings per share improved 23.9% compared to the same six-month period of last year, and our credit quality metrics remain strong which should bode well for future performance. We look forward to continuing 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 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.

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:

Three months ended<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2022 2021 2022 2021
Net Interest Income $ 16,894 $ 16,053 $ 32,995 $ 31,829
Taxable equivalent basis adjustment using 21% marginal tax rate 188 210 370 415
Net interest income on a fully taxable equivalent basis $ 17,082 $ 16,263 $ 33,365 $ 32,244

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<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2022 2021 2022 2021
Average equity $ 181,044 $ 199,777 $ 192,090 $ 198,689
Average goodwill and other intangibles (29,629 ) (29,762 ) (29,643 ) (29,780 )
Average tangible equity $ 151,415 $ 170,015 $ 162,447 $ 168,909
Contact: William S. Lance
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Executive Vice President &
Chief Financial Officer
NORWOOD FINANCIAL CORP<br> <br>570-253-8505<br> <br>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 29,931 **** $ 34,831
Interest-bearing deposits with banks 79,735 **** 170,342
Cash and cash equivalents 109,666 **** 205,173
Securities available for sale 440,877 **** 333,636
Loans receivable 1,404,317 **** 1,386,654
Less: Allowance for loan losses 17,017 **** 15,340
Net loans receivable 1,387,300 **** 1,371,314
Regulatory stock, at cost 2,396 **** 4,084
Bank premises and equipment, net 17,032 **** 17,298
Bank owned life insurance 43,167 **** 39,665
Foreclosed real estate owned 346 **** 844
Accrued interest receivable 6,085 **** 6,190
Goodwill 29,266 **** 29,266
Other intangible assets 353 **** 461
Other assets 29,896 **** 17,633
TOTAL ASSETS 2,066,384 **** $ 2,025,564
LIABILITIES
Deposits:
Non-interest bearing demand 442,991 **** $ 435,824
Interest-bearing 1,356,839 **** 1,253,117
Total deposits 1,799,830 **** 1,688,941
Short-term borrowings 70,427 **** 83,599
Other borrowings 4,412 **** 36,259
Accrued interest payable 1,138 **** 1,462
Other liabilities 16,746 **** 14,804
TOTAL LIABILITIES 1,892,553 **** 1,825,065
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: 8,275,901<br>shares, 2021: 8,243,556 shares 828 **** 825
Surplus 96,752 **** 95,951
Retained earnings 119,414 **** 100,818
Treasury stock, at cost: 2022: 110,084 shares, 2021: 21,568 shares (2,933 ) (656 )
Accumulated other comprehensive (loss) income (40,230 ) 3,561
TOTAL STOCKHOLDERS’ EQUITY 173,831 **** 200,499
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,066,384 **** $ 2,025,564

All values are in US Dollars.

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
INTEREST INCOME
Loans receivable, including fees $ 15,714 $ 16,102 $ 31,089 $ 32,248
Securities **** 2,197 1,356 **** 4,091 2,468
Other **** 182 59 **** 260 102
Total Interest income **** 18,093 17,517 **** 35,440 34,818
INTEREST EXPENSE
Deposits **** 1,083 1,205 **** 2,142 2,459
Short-term borrowings **** 60 73 **** 108 142
Other borrowings **** 56 186 **** 195 388
Total Interest expense **** 1,199 1,464 **** 2,445 2,989
NET INTEREST INCOME **** 16,894 16,053 **** 32,995 31,829
PROVISION FOR LOAN LOSSES **** 300 1,500 **** 600 3,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES **** 16,594 14,553 **** 32,395 28,829
OTHER INCOME
Service charges and fees **** 1,475 1,532 **** 2,946 2,782
Income from fiduciary activities **** 214 181 **** 416 341
Net realized gains on sales of securities **** **** 21
Gains on sales of loans, net **** 109 **** 138
Earnings and proceeds on life insurance policies **** 449 194 **** 625 568
Other **** 351 171 **** 1,841 326
Total other income **** 2,489 2,187 **** 5,828 4,176
OTHER EXPENSES
Salaries and employee benefits **** 5,840 5,171 **** 11,271 10,125
Occupancy, furniture and equipment **** 1,206 1,186 **** 2,513 2,406
Data processing and related operations **** 666 562 **** 1,295 1,166
Taxes, other than income **** 240 229 **** 533 534
Professional fees **** 406 343 **** 981 883
FDIC Insurance assessment **** 142 154 **** 326 335
Foreclosed real estate **** 10 13 **** 63 42
Amortization of intangibles **** 27 34 **** 54 68
Other **** 1,935 1,800 **** 3,594 3,385
Total other expenses **** 10,472 9,492 **** 20,630 18,944
INCOME BEFORE TAX **** 8,611 7,248 **** 17,593 14,061
INCOME TAX EXPENSE **** 1,756 1,493 **** 3,610 2,765
NET INCOME $ 6,855 $ 5,755 $ 13,983 $ 11,296
Basic earnings per share $ 0.84 $ 0.70 $ 1.71 $ 1.38
Diluted earnings per share $ 0.84 $ 0.70 $ 1.71 $ 1.38

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended June 30 2022 2021
Net interest income $ 16,894 **** $ 16,053
Net income **** 6,855 **** 5,755
Net interest spread (fully taxable equivalent) **** 3.40 % 3.32 %
Net interest margin (fully taxable equivalent) **** 3.49 % 3.44 %
Return on average assets **** 1.35 % 1.15 %
Return on average equity **** 15.19 % 11.59 %
Return on average tangible equity **** 18.16 % 13.63 %
Basic earnings per share $ 0.84 **** $ 0.70
Diluted earnings per share $ 0.84 **** $ 0.70
For the Six Months Ended June 30 2022 2021
--- --- --- --- --- --- ---
Net interest income $ 32,995 **** $ 31,829
Net income **** 13,983 **** 11,296
Net interest spread (fully taxable equivalent) **** 3.30 % 3.39 %
Net interest margin (fully taxable equivalent) **** 3.41 % 3.51 %
Return on average assets **** 1.37 % 1.16 %
Return on average equity **** 14.68 % 11.49 %
Return on average tangible equity **** 17.36 % 13.53 %
Basic earnings per share $ 1.71 **** $ 1.38
Diluted earnings per share $ 1.71 **** $ 1.35
As of June 30 2022 2021
--- --- --- --- --- --- ---
Total assets $ 2,066,384 **** $ 2,025,564
Total loans receivable **** 1,404,317 **** 1,386,654
Allowance for loan losses **** 17,017 **** 15,340
Total deposits **** 1,799,830 **** 1,688,941
Stockholders’ equity **** 173,831 **** 200,499
Trust assets under management **** 174,193 **** 180,602
Book value per share $ 21.65 **** $ 24.47
Tangible book value per share $ 18.02 **** $ 20.85
Equity to total assets **** 8.41 % 9.90 %
Allowance to total loans receivable **** 1.21 % 1.11 %
Nonperforming loans to total loans **** 0.04 % 0.28 %
Nonperforming assets to total assets **** 0.05 % 0.24 %

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

June 30<br>2022 March 31<br>2022 December 31<br>2021 September 30<br>2021 June 30<br>2021
ASSETS
Cash and due from banks $ 29,931 $ 22,394 $ 21,073 $ 28,353 $ 34,831
Interest-bearing deposits with banks 79,735 143,632 185,608 191,580 170,342
Cash and cash equivalents 109,666 166,026 206,681 219,933 205,173
Securities available for sale 440,877 434,924 406,782 361,988 333,636
Loans receivable 1,404,317 1,371,645 1,354,931 1,371,002 1,386,654
Less: Allowance for loan losses 17,017 16,660 16,442 16,103 15,340
Net loans receivable 1,387,300 1,354,985 1,338,489 1,354,899 1,371,314
Regulatory stock, at cost 2,396 3,423 3,927 3,898 4,084
Bank owned life insurance 43,167 40,215 40,038 39,864 39,665
Bank premises and equipment, net 17,032 17,022 17,289 17,364 17,298
Foreclosed real estate owned 346 590 1,742 1,876 844
Goodwill and other intangibles 29,619 29,646 29,673 29,700 29,727
Other assets 35,981 30,867 23,883 24,169 23,823
TOTAL ASSETS $ 2,066,384 $ 2,077,698 $ 2,068,504 $ 2,053,691 $ 2,025,564
LIABILITIES
Deposits:
Non-interest bearing demand $ 442,991 $ 438,979 $ 440,652 $ 442,534 $ 435,824
Interest-bearing deposits 1,356,839 1,342,798 1,316,141 1,279,988 1,253,117
Total deposits 1,799,830 1,781,777 1,756,793 1,722,522 1,688,941
Borrowings 74,839 90,466 90,820 111,382 119,858
Other liabilities 17,884 18,649 15,629 17,179 16,266
TOTAL LIABILITIES 1,892,553 1,890,892 1,863,242 1,851,083 1,825,065
STOCKHOLDERS’ EQUITY 173,831 186,806 205,262 202,608 200,499
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY $ 2,066,384 $ 2,077,698 $ 2,068,504 $ 2,053,691 $ 2,025,564

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended June 30<br>2022 March 31<br>2022 December 31<br>2021 September 30<br>2021 June 30<br>2021
INTEREST INCOME
Loans receivable, including fees $ 15,714 $ 15,375 $ 16,149 $ 16,859 $ 16,102
Securities 2,197 1,894 1,612 1,468 1,356
Other 182 78 92 72 59
Total interest income 18,093 17,347 17,853 18,399 17,517
INTEREST EXPENSE
Deposits 1,083 1,059 1,130 1,167 1,205
Borrowings 116 187 227 243 259
Total interest expense 1,199 1,246 1,357 1,410 1,464
NET INTEREST INCOME 16,894 16,101 16,496 16,989 16,053
PROVISION FOR LOAN LOSSES 300 300 450 750 1,500
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 16,594 15,801 16,046 16,239 14,553
OTHER INCOME
Service charges and fees 1,475 1,470 1,425 1,485 1,532
Income from fiduciary activities 214 202 198 209 181
Net realized gains on sales of securities 36 35
Gains on sales of loans, net 39 109
Gains on sales of foreclosed real estate owned 427 31 2
Earnings and proceeds on life insurance policies 449 176 174 200 194
Other 351 1,063 188 160 171
Total other income 2,489 3,338 2,021 2,159 2,189
OTHER EXPENSES
Salaries and employee benefits 5,840 5,431 4,992 5,491 5,171
Occupancy, furniture and equipment, net 1,206 1,307 1,254 1,163 1,186
Foreclosed real estate 10 53 88 16 15
FDIC insurance assessment 142 183 169 177 154
Other 3,274 3,183 3,539 2,776 2,968
Total other expenses 10,472 10,157 10,042 9,623 9,494
INCOME BEFORE TAX 8,611 8,982 8,025 8,775 7,248
INCOME TAX EXPENSE 1,756 1,854 1,387 1,794 1,493
NET INCOME $ 6,855 $ 7,128 $ 6,638 $ 6,981 $ 5,755
Basic earnings per share $ 0.84 $ 0.87 $ 0.81 $ 0.85 $ 0.70
Diluted earnings per share $ 0.84 $ 0.87 $ 0.81 $ 0.85 $ 0.70
Book Value per share $ 21.65 $ 22.99 $ 25.24 $ 24.90 $ 24.47
Tangible Book Value per share 18.02 19.37 21.63 21.27 20.85
Return on average assets (annualized) 1.35 % 1.39 % 1.26 % 1.36 % 1.15 %
Return on average equity (annualized) 15.19 % 14.22 % 12.84 % 13.50 % 11.59 %
Return on average tangible equity (annualized) 18.16 % 16.65 % 15.02 % 15.78 % 13.63 %
Net interest spread (fte) 3.40 % 3.22 % 3.29 % 3.49 % 3.32 %
Net interest margin (fte) 3.49 % 3.32 % 3.39 % 3.61 % 3.44 %
Allowance for loan losses to total loans 1.21 % 1.21 % 1.21 % 1.17 % 1.11 %
Net charge-offs to average loans (annualized) -0.02 % 0.02 % 0.03 % 0.00 % 0.19 %
Nonperforming loans to total loans 0.04 % 0.05 % 0.05 % 0.20 % 0.28 %
Nonperforming assets to total assets 0.05 % 0.06 % 0.12 % 0.22 % 0.24 %