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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 23, 2024
NORWOOD FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-28364 | 23-2828306 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 symbol(s) |
Name of each exchange 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 7.01 Regulation FD Disclosure.
On April 23, 2024, Norwood Financial Corp (the “Company”) will utilize a slide presentation at its 2024 Annual Meeting of Stockholders.
A copy of the slide presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included in this Current Report pursuant to this Item 7.01 is being furnished to, and not filed with, the Securities and Exchange Commission.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
The following exhibits are being furnished with this report.
| No. | Description |
|
| 99.1 | Norwood Financial Corp Annual Meeting Presentation dated April 23, 2024. | |
| 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 23, 2024 | By: | /s/ William S. Lance |
||||
| William S. Lance Executive Vice President and Chief Financial Officer (Duly Authorized Representative) |
||||||
Exhibit 99.1
2023 Results First Quarter 2024 Looking Forward DISCUSSION
The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially, and therefore, you should not place undue reliance on any forward-looking statements. Norwood Financial Corp does not undertake and specifically disclaims any obligation to publically release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Loan yield increased 73 basis points to 5.46% Yield on total interest-earning assets increased 78 basis points to 4.68% Total interest-bearing liabilities increased 169 basis points to 2.21% Including 147 basis point increase in cost of deposits Cost of certificates of deposit increased 228 basis points to 3.25% $26 million increase in cost of funds
NWFL yield on loans increased 73 basis points National Peer Banks yield on loans increased 99 basis points NWFL yield cost of deposits increased 147 basis points National Peer Banks cost of deposits increased 158 basis points
Total Assets Increased $154 million to $2.2 billion Total Loans Increased $130 million in 2023 $85 million Increase in Retail Loans $45 million Increase in Commercial Loans Deposits Increased $67 million $205 million increase in time deposits $140 million decrease in non-maturing deposits
Yield on interest earning assets increased 78 basis points to 4.68% Cost of total interest bearing liabilities increased 169 basis points to 2.21%
In 2021, Program Announced to Buy Back up to 5% of Outstanding Shares In 2023, Over 108,000 Shares of Stock were Repurchased.
Grew Loans By 8.8%, Exceeding State Average of 7.1% Maintained Healthy Allowance for Credit Losses Maintained Capital Levels in Excess of Regulatory Requirements Received Recognition by Bank Director Magazine in their Best U.S. Banks Rankings Increased Cash Dividend by 3.5% in Q4, 32 Consecutive Years of Increases
Earnings of $4,433,000 EPS of $0.55 ROA = 0.80% ROAE = 9.79%
Total Assets of $2.3 billion Total Loans of $1.6 billion Total Deposits of $1.8 billion Stockholder’s Equity of $181.2 million
Net Interest Income: $14.9 million Net Interest Spread: 2.07% Other Income: $2.0 million Operating Expenses: $11.7 million
4.5% Annual Loan Increase 9.8% Annual Deposit Increase Well-Controlled Operating Expenses Well-Capitalized
COVID Spending Concluded 11 Fed Rate Hikes From March 2022 – July 2023 Pandemic, High-Inflation, Economic Uncertainty Wayne Bank Remains Strong & Resilient
Over $162 million Commercial Loans Over 1,000 Retail Loans for Over $69 million
Build Lasting Relationships with Customers Help Local Businesses Grow and Thrive Reinvest in Communities we Serve Expand into New Markets Reward Shareholders
