Form 8-K - Current report
25 8월 2023 - 9:30PM
Edgar (US Regulatory)
false 0001013272 0001013272 2023-08-25 2023-08-25
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) August 25, 2023
NORWOOD FINANCIAL CORP
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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0-28364 |
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23-2828306 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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717 Main Street, Honesdale, Pennsylvania |
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18431 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)). |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.10 per share |
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NWFL |
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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 August 25, 2023, Norwood Financial Corp (the “Company”) posted a revised and updated investor presentation (the “Investor Presentation”) on the Company’s website, www.waynebank.com. The Investor Presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and 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 (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
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.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Item 9.01. |
Financial Statements and Exhibits. |
The following exhibits are being furnished with this report.
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.
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NORWOOD FINANCIAL CORP |
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Date:August 25, 2023 |
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By: |
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/s/ William S. Lance |
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William S. Lance Executive Vice President and Chief Financial Officer (Duly Authorized Representative) |
Norwood Financial Corp Investor
Presentation Exhibit 99.1
The information disclosed in this
document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words
“anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,” “will,” “should,” “could,”
and other similar expressions are intended to identify such forward-looking statements the Company cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous
assumptions, risks and uncertainties, all of which may change overtime. Actual results could differ materially from such forward-looking statements. Accordingly, you should not place undue reliance on forward-looking statements. The following
factors, among others, could cause actual results to differ materially and adversely from such forward-looking statements: changes in the financial services industry and the U.S. and global capital markets, changes in economic conditions nationally,
regionally and in the company’s markets, the nature and timing of actions of the Federal Reserve Board and other regulators, the nature and timing of legislation and regulation affecting the financial services industry, government intervention
in the U.S. financial system, changes in federal and state tax laws, changes in levels of market interest rates, pricing pressures on loan and deposit products, credit risks of the Company’s lending activities, successful implementation,
deployment and upgrades of new and existing technology, systems, services and products, customers’ acceptance of the Company’s products and services, and competition. Further, given its ongoing and dynamic nature, it is difficult to
predict the continuing effects that the COVID-19 pandemic will have on our business and results of operations. The pandemic and related local and national economic disruption may, among other effects, result in a material adverse change for the
demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch disruptions, unavailability of personnel and increased cybersecurity risks as employees work remotely. Any statements made by the
Company that are not historical facts should be considered to be forward-looking statements. The Company cautions that the foregoing list of important factors is not exhaustive. The Company is not obligated to update and does not undertake to update
any of its forward looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or made herein. Forward Looking Statements & Disclaimers
Financial Highlights, Q2 2023 Total
Assets of $2.1 billion Increase of $75 million over last twelve months Increase of $95 million in 2023 Total Loans of $1.6 billion Increase of $173 million over last twelve months Increase of $104 million in 2023 Total Deposits of $1.7 billion
Decrease of $68 million over last twelve months Increase of $4 million in 2023 Balance Sheet
Financial Highlights, Q2 2023
Commercial Loans Increase of $62 million over last twelve months Increase of $46 million in 2023 Consumer Loans Increase of $96 million over last twelve months Increase of $50 million in 2023 Residential Mortgages Increase of $15 million over last
twelve months Increase of $8 million in 2023 Loan Portfolio
Financial Highlights, Q2 2023 Demand
Deposits Decrease of $18 million over last twelve months Decrease of $9 million in 2023 NOW, Money Market, Savings Decrease of $169 million over last twelve months Decrease of $95 million in 2023 CD’s Increase of $119 million over last twelve
months Increase of $108 million in 2023 Deposits
Financial Highlights, Q2 2023 $24,915
$29,233 $24,570 Net Income *6 months Annualized
Financial Highlights, Q2 2023 WAYNE
BANK NATIONAL PEER Return on Assets 1.09% 1.12% Return on Equity 13.90% 12.97% Dividend Payout Ratio 40.50% 26.58% Net Interest Margin 3.25% 3.48% Loans to Deposits 86.14% 79.80% Efficiency Ratio 57.31% 60.62% Net Income Per Employee (thousands)
$106.36 $118.95 Average Yield on Total Loans 5.11% 5.40% Average Rate Paid on Deposits 1.32% 1.49% Non-Current Assets/Total Assets 0.15% 0.27% Peer Comparison
A Well Diversified Loan Portfolio Loan
Portfolio Categories
A Well Diversified Loan Portfolio Loan
Portfolio By Industry
A Long-Term Focus on Credit Quality
CRE (NOO) Concentration as % of Capital Top 500 – 1000 Banks by Assets PA Industry Average Per Bank Wayne Bank
Credit Performance Total Loans Vs.
Percentage of Past Dues (> 30 days)
Deposit Mix Deposit
Growth
Deposit Mix Deposit Growth
Comparison
A Legacy of Creating Shareholder
Value Total return of 1,171.5% between October 11, 1995, and November 22, 2022 31 consecutive years of increases in cash dividends per share Most recent quarterly dividend of $.29/share payable on August 1, 2023 Market valuation metrics: Price/LTM
EPS: 8.5X Price/book: 134% Price/adjusted* book: 105% Price/tangible book: 163% Price/adjusted* tangible book: 120% Average daily trading volume of nearly 38,000 shares (float of 90.7%) Index membership: Nasdaq Bank Index Russell 3000® Index
Adjusted book value and adjusted tangible book value add back AOCI to the March 31, 2023 common equity and tangible common equity Source: S&P Capital IQ Pro; data for 2022 is for the LTM ended September 30, 2022 The Facts
A Legacy of Creating Shareholder
Value NWFL entered the Russell 3000® Index on 6/23/2023. On 6/23/2023, NWFL had the highest level of stock trades in a single day in its history. The Russell 3000® Index encompasses and tracks the performance of the 3,000 largest traded
U.S. stocks, based on market capitalization. In the Russell 3000® Index
A Legacy of Creating Shareholder
Value Ranked #20 in the Top 25 Banks in the U.S. by Bank Director Magazine. Also ranked #10 out of 122 banks in the 2 billion to $5 billion asset size category, which is up from #71 rank in 2022 Evaluated on profitability, capital adequacy, asset
quality, and total shareholder return. A Top 25 Best U.S. Bank
A Legacy of Creating Shareholder
Value Ranked #84 out of 200 banks in the $2 billion to $10 billion asset size category by American Banker. Evaluated on profitability, efficiency, capital adequacy, and asset quality based on a 3-year average return. A Top 100 Performing U.S.
Bank
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Norwood Financial (NASDAQ:NWFL)
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