8-K

NORWOOD FINANCIAL CORP (NWFL)

8-K 2023-07-26 For: 2023-07-26
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) July 26, 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>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 26, 2023, Norwood Financial Corp (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 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 July 26, 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: July 26, 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 SECOND QUARTER EARNINGS

Honesdale, Pennsylvania - July 26, 2023

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, 2023 of $6,503,000, which was $352,000 lower than the same three-month period of last year. The decrease includes a $1,252,000 decrease in net interest income, a $706,000 decrease in total other income, and a $466,000 increase in total other expense, which was partially offset by a $2,050,000 decrease in the provision for credit losses. Earnings per share (fully diluted) were $0.81 in the three months ended June 30, 2023, compared to $0.84 in the same period of last year. The annualized return on average assets for the three months ended June 30, 2023, was 1.23%, while the annualized return on average tangible equity was 17.66%. Net income for the six months ended June 30, 2023, was $12,285,000, which is $1,698,000 lower than the same six-month period of 2022, due to decreases in net interest income and total other income, and an increase in operating expenses, partially offset by a decrease in the provision for credit losses of $2,050,000. Earnings per share (fully diluted) for the six months ended June 30, 2023, were $1.51, compared to $1.71 for the six months ended June 30, 2022. The annualized return on average assets for the six months ended June 30, 2023 was 1.18%. The annualized return on average tangible equity for the six months ended June 30, 2023 was 17.06%.

Total assets as of June 30, 2023 were $2.142 billion, compared to $2.066 billion at June 30, 2022. At June 30, 2023, loans receivable were $1.578 billion, total deposits were $1.732 billion and stockholders’ equity was $173.4 million.

For the three months ended June 30, 2023, net interest income, on a fully-taxable equivalent basis (fte), totaled $15,829,000, a decrease of $1,253,000 compared to the same period in 2022. A $122.5 million increase in average time deposits, combined with a 231 basis points increase in the cost of time deposits, contributed to the decreased net interest income. Borrowing costs also increased, offsetting a $5,143,000 increase in total interest income. Net interest margin (fte) for the three months ended June 30, 2023 was 3.09%, compared to 3.49% in the same period of 2022. The tax-equivalent yield on interest-earning assets increased 83 basis points to 4.57% during the three months ended June 30, 2023, compared to the same prior year period, while the cost of interest-bearing liabilities increased 167 basis points to 2.01%. Net interest income (fte) for the six months ended June 30, 2023 totaled $32,104,000, which was $1,261,000 lower than the same period in 2022, due primarily to a $10,767,000 increase in the cost of interest-bearing liabilities. The net interest margin (fte) was 3.17% for the six months ended June 30, 2023, as compared to 3.41% for the six months ended June 30, 2022. The decrease in the net interest margin (fte) was due to a 143 basis points increase in the cost of interest-bearing liabilities, which offset the 82 basis points increase in the yield on interest-earning assets.

Other income for the three months ended June 30, 2023, totaled $1,783,000, compared to $2,489,000 for the same period in 2022. The decrease is due primarily to a $220,000 decrease in earnings and proceeds on bank-owned life insurance policies, and a $212,000 loss on the sale of investment securities. For the six months ended June 30, 2023, other income totaled $3,695,000, compared to $5,828,000 for the six months ended June 30, 2022. The decrease includes the reduced earnings and proceeds on bank-owned life insurance, losses recognized on sales of securities, and income recognized in 2022 on previously acquired purchased impaired loans that were carried at a discount.

Other expenses totaled $10,938,000 for the three months ended June 30, 2023, an increase of $466,000, compared to the $10,472,000 for the same period of 2022. For the six months ended June 30, 2023, other expenses totaled $21,374,000, compared to $20,630,000 for the same period in 2022, due primarily to a $539,000 increase in salaries and employee benefits costs.

Mr. Donnelly stated, “Our second quarter income decreased from the 2022 level due to one-time gains recognized in 2022 and the rising cost of deposits and borrowed funds. These decreases were partially offset by a $2,050,000 reduction in our provision for credit losses as a result of our June 30, 2023 current expected credit losses (“CECL”) methodology, due to a reduce level of credit losses within the measurement period. Loan growth was 10.9% annually during the quarter, while total deposits decreased $27.2 million during the second quarter of 2023 due primarily to significant decreases in municipal account balances. 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 second 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<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2023 2022 2023 2022
Net Interest Income $ 15,642 $ 16,894 $ 31,735 $ 32,995
Taxable equivalent basis adjustment using 21% marginal tax rate 187 188 369 370
Net interest income on a fully taxable equivalent basis $ 15,829 $ 17,082 $ 32,104 $ 33,365

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<br>June 30 Six months ended<br>June 30
(dollars in thousands) 2023 2022 2023 2022
Average equity $ 186,111 $ 181,044 $ 180,952 $ 192,090
Average goodwill and other intangibles (29,536 ) (29,629 ) (29,547 ) (29,643 )
Average tangible equity $ 156,575 $ 151,415 $ 151,405 $ 162,447

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)

2022
ASSETS
Cash and due from banks 30,053 $ 29,931
Interest-bearing deposits with banks 3,036 79,735
Cash and cash equivalents 33,089 109,666
Securities available for sale 403,621 440,877
Loans receivable 1,577,699 1,404,317
Less: Allowance for credit losses 17,483 17,017
Net loans receivable 1,560,216 1,387,300
Regulatory stock, at cost 7,924 2,396
Bank premises and equipment, net 17,363 17,032
Bank owned life insurance 45,806 43,167
Foreclosed real estate owned 387 346
Accrued interest receivable 7,276 6,085
Deferred tax assets, net 23,301 19,134
Goodwill 29,266 29,266
Other intangible assets 260 353
Other assets 13,256 10,762
TOTAL ASSETS 2,141,765 $ 2,066,384
LIABILITIES
Deposits:
Non-interest bearing demand 425,757 $ 442,991
Interest-bearing 1,306,240 1,356,839
Total deposits 1,731,997 1,799,830
Short-term borrowings 112,290 70,427
Other borrowings 99,687 4,412
Accrued interest payable 7,101 1,138
Other liabilities 17,266 16,746
TOTAL LIABILITIES 1,968,341 1,892,553
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: 8,275,901 shares 829 828
Surplus 97,268 96,752
Retained earnings 135,583 119,414
Treasury stock, at cost: 2023: 223,926 shares, 2022: 110,084 shares (6,007 (2,933
Accumulated other comprehensive loss (54,249 (40,230
TOTAL STOCKHOLDERS’ EQUITY 173,424 173,831
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,141,765 2,066,384

All values are in US Dollars.

NORWOOD FINANCIAL CORP

Consolidated Statements of Income

(dollars inthousands, except per share data)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
INTEREST INCOME
Loans receivable, including fees $ 20,702 **** $ 15,714 $ 39,860 **** $ 31,089
Securities **** 2,481 **** 2,197 **** 4,986 **** 4,091
Other **** 53 **** 182 **** 101 **** 260
Total Interest income **** 23,236 **** 18,093 **** 44,947 **** 35,440
INTEREST EXPENSE
Deposits **** 5,740 **** 1,083 **** 10,102 **** 2,142
Short-term borrowings **** 943 **** 60 **** 1,722 **** 108
Other borrowings **** 911 **** 56 **** 1,388 **** 195
Total Interest expense **** 7,594 **** 1,199 **** 13,212 **** 2,445
NET INTEREST INCOME **** 15,642 **** 16,894 **** 31,735 **** 32,995
(RELEASE OF) PROVISION FOR CREDIT LOSSES $ (1,750 ) 300 $ (1,450 ) 600
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES **** 17,392 **** 16,594 **** 33,185 **** 32,395
OTHER INCOME
Service charges and fees **** 1,353 **** 1,475 **** 2,665 **** 2,946
Income from fiduciary activities **** 229 **** 214 **** 441 **** 416
Net realized gains on sales of securities **** (212 ) **** (209 )
Gains on sales of loans, net **** 10 **** **** 10 ****
Gains on sales of foreclosed real estate owned **** **** **** **** 427
Earnings and proceeds on life insurance policies **** 229 **** 449 **** 442 **** 625
Other **** 174 351 **** 346 1,414
--- --- --- --- --- --- --- --- ---
Total other income **** 1,783 2,489 **** 3,695 5,828
OTHER EXPENSES
Salaries and employee benefits **** 5,842 5,840 **** 11,810 11,271
Occupancy, furniture and equipment **** 1,314 1,206 **** 2,576 2,513
Data processing and related operations **** 822 666 **** 1,590 1,295
Taxes, other than income **** 162 240 **** 323 533
Professional fees **** 323 406 **** 608 981
FDIC Insurance assessment **** 244 142 **** 445 326
Foreclosed real estate **** 74 10 **** 103 63
Amortization of intangibles **** 23 27 **** 46 54
Other **** 2,134 1,935 **** 3,873 3,594
Total other expenses **** 10,938 10,472 **** 21,374 20,630
INCOME BEFORE TAX **** 8,237 **** 8,611 **** 15,506 **** 17,593
INCOME TAX EXPENSE **** 1,734 1,756 **** 3,221 3,610
NET INCOME $ 6,503 $ 6,855 $ 12,285 $ 13,983
Basic earnings per share $ 0.81 $ 0.84 $ 1.52 $ 1.71
Diluted earnings per share $ 0.81 $ 0.84 $ 1.51 $ 1.71

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars inthousands, except per share data)

For the Three Months Ended June 30 2023 2022
Net interest income $ 15,642 **** $ 16,894
Net income **** 6,503 **** 6,855
Net interest spread (fully taxable equivalent) **** 2.56 % 3.40 %
Net interest margin (fully taxable equivalent) **** 3.09 % 3.49 %
Return on average assets **** 1.23 % 1.35 %
Return on average equity **** 14.72 % 15.19 %
Return on average tangible equity **** 17.66 % 18.16 %
Basic earnings per share $ 0.81 **** $ 0.84
Diluted earnings per share $ 0.81 **** $ 0.84
For the Six Months Ended June 30 2023 2022
Net interest income $ 31,735 **** $ 32,995
Net income **** 12,285 **** 13,983
Net interest spread (fully taxable equivalent) **** 2.69 % 3.30 %
Net interest margin (fully taxable equivalent) **** 3.17 % 3.41 %
Return on average assets **** 1.18 % 1.37 %
Return on average equity **** 14.17 % 14.68 %
Return on average tangible equity **** 17.06 % 17.36 %
Basic earnings per share $ 1.52 **** $ 1.71
Diluted earnings per share $ 1.51 **** $ 1.71
As of June 30 2023 2022
Total assets $ 2,141,765 **** $ 2,066,384
Total loans receivable **** 1,577,699 **** 1,404,317
Allowance for credit losses **** 17,483 **** 17,017
Total deposits **** 1,731,997 **** 1,799,830
Stockholders’ equity **** 173,424 **** 173,831
Trust assets under management **** 193,392 **** 174,193
Book value per share $ 22.24 **** $ 21.65
Tangible book value per share $ 18.58 **** $ 18.02
Equity to total assets **** 8.10 % 8.41 %
Allowance to total loans receivable **** 1.11 % 1.21 %
Nonperforming loans to total loans **** 0.20 % 0.04 %
Nonperforming assets to total assets **** 0.17 % 0.05 %

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars inthousands)

June 30<br>2023 March 31<br>2023 December 31<br>2022 September 30<br>2022 June 30<br>2022
ASSETS
Cash and due from banks $ 30,053 $ 25,701 $ 28,847 $ 23,092 $ 29,931
Interest-bearing deposits with banks 3,036 3,314 3,019 17,785 79,735
Cash and cash equivalents 33,089 29,015 31,866 40,877 109,666
Securities available for sale 403,621 418,245 418,927 427,287 440,877
Loans receivable 1,577,699 1,535,643 1,473,945 1,432,288 1,404,317
Less: Allowance for credit losses 17,483 19,445 16,999 16,931 17,017
Net loans receivable 1,560,216 1,516,198 1,456,946 1,415,357 1,387,300
Regulatory stock, at cost 7,924 5,963 5,418 2,220 2,396
Bank owned life insurance 45,806 45,577 43,364 43,169 43,167
Bank premises and equipment, net 17,363 17,660 17,924 17,427 17,032
Foreclosed real estate owned 387 346 346 346 346
Goodwill and other intangibles 29,526 29,549 29,572 29,595 29,619
Other assets 43,833 41,810 42,707 42,592 35,981
TOTAL ASSETS $ 2,141,765 $ 2,104,363 $ 2,047,070 $ 2,018,870 $ 2,066,384
LIABILITIES
Deposits:
Non-interest bearing demand $ 425,757 $ 419,615 $ 434,529 $ 453,560 $ 442,991
Interest-bearing deposits 1,306,240 1,336,320 1,293,198 1,315,236 1,356,839
Total deposits 1,731,997 1,755,935 1,727,727 1,768,796 1,799,830
Borrowings 211,978 148,744 133,215 71,754 74,839
Other liabilities 24,366 23,269 19,043 19,471 17,884
TOTAL LIABILITIES 1,968,341 1,927,948 1,879,985 1,860,021 1,892,553
STOCKHOLDERS’ EQUITY 173,424 176,415 167,085 158,849 173,831
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,141,765 $ 2,104,363 $ 2,047,070 $ 2,018,870 $ 2,066,384

NORWOOD FINANCIAL CORP

Consolidated Statements of Income (unaudited)

(dollarsin thousands, except per share data)

Three months ended June 30<br>2023 March 31<br>2023 December 31<br>2022 September 30<br>2022 June 30<br>2022
INTEREST INCOME
Loans receivable, including fees $ 20,702 $ 19,158 $ 17,810 $ 17,114 $ 15,714
Securities 2,481 2,505 2,487 2,473 2,197
Other 53 48 98 245 182
Total interest income 23,236 21,711 20,395 19,832 18,093
INTEREST EXPENSE
Deposits 5,740 4,362 2,772 1,557 1,083
Borrowings 1,854 1,256 391 105 116
Total interest expense 7,594 5,618 3,163 1,662 1,199
NET INTEREST INCOME 15,642 16,093 17,232 18,170 16,894
(RELEASE OF) PROVISION FOR CREDIT LOSSES (1,750 ) 300 300 300
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES 17,392 15,793 16,932 18,170 16,594
OTHER INCOME
Service charges and fees 1,353 1,313 1,370 1,346 1,475
Income from fiduciary activities 229 212 210 219 214
Net realized (losses) gains on sales of securities (212 ) 2 3
Gains on sales of loans, net 10 1 1
Gains on sales of foreclosed real estate owned
Earnings and proceeds on life insurance policies 229 213 195 267 449
Other 174 172 147 345 351
Total other income 1,783 1,912 1,926 2,178 2,489
OTHER EXPENSES
Salaries and employee benefits 5,842 5,969 5,246 5,553 5,840
Occupancy, furniture and equipment, net 1,314 1,262 1,263 1,191 1,206
Foreclosed real estate 74 29 7 4 10
FDIC insurance assessment 244 200 144 143 142
Other 3,464 2,976 3,615 3,248 3,274
Total other expenses 10,938 10,436 10,275 10,139 10,472
INCOME BEFORE TAX 8,237 7,269 8,583 10,209 8,611
INCOME TAX EXPENSE 1,734 1,487 1,443 2,100 1,756
NET INCOME $ 6,503 $ 5,782 $ 7,140 $ 8,109 $ 6,855
Basic earnings per share $ 0.81 $ 0.71 $ 0.88 $ 1.00 $ 0.84
Diluted earnings per share $ 0.81 $ 0.71 $ 0.88 $ 1.00 $ 0.84
Book Value per share $ 22.24 $ 21.92 $ 20.86 $ 19.92 $ 21.65
Tangible Book Value per share 18.58 18.31 17.24 16.29 18.02
Return on average assets (annualized) 1.23 % 1.13 % 1.40 % 1.57 % 1.35 %
Return on average equity (annualized) 14.72 % 13.61 % 17.40 % 17.93 % 15.19 %
Return on average tangible equity (annualized) 17.66 % 16.42 % 21.27 % 21.48 % 18.16 %
Net interest spread (fte) 2.56 % 2.83 % 3.30 % 3.61 % 3.40 %
Net interest margin (fte) 3.09 % 3.25 % 3.55 % 3.74 % 3.49 %
Allowance for credit losses to total loans 1.11 % 1.27 % 1.15 % 1.18 % 1.21 %
Net charge-offs to average loans (annualized) 0.06 % 0.08 % 0.06 % 0.02 % -0.02 %
Nonperforming loans to total loans 0.20 % 0.18 % 0.08 % 0.04 % 0.04 %
Nonperforming assets to total assets 0.17 % 0.15 % 0.07 % 0.05 % 0.05 %