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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) August 8, 2024
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 |
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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
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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 8, 2024, Norwood Financial Corp (the “Company”) will post an updated investor presentation, which will include June 30, 2024, financial highlights (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 8, 2024 |
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By: |
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/s/ John M. McCaffery |
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John M. McCaffery Executive Vice President and Chief Financial Officer (Duly Authorized Representative) |
Norwood Financial Corp Investor
Presentation June 30, 2024 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. 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, June 30, 2024
Total Assets of $2.3 billion Increase of $35 million, or 3.18% annualized, in 2024 Increase of $94 million, or 4.39%, over the last twelve months Total Loans of $1.6 billion Increase of $37 million, or 4.6% annualized, in 2024 Increase of $63
million, or 4.0%, over the last twelve months Total Deposits of $1.8 billion Increase of $17 million, or 1.9% annualized, in 2024 Increase of $81 million, or 4.7%, over the last twelve months Balance Sheet
Financial Highlights, June 30, 2024
Commercial Loans Increase of 27 million, or 15.8% annualized, in 2024 Consumer Loans Increase of $7 million, or 1.4% annualized, in 2024 Residential Mortgages Increase of $3 million, or 2.4% annualized, in 2024 Loan Portfolio
Financial Highlights, June 30, 2024
Non-Interest Bearing Demand Deposits Decrease of $21 million in 2024 Non-Maturity, Interest-Bearing Deposits Increase of $11 million, or 3.3% annualized, in 2024 Time Deposits Increase of $41 million, or 11.7% annualized, in 2024 Deposits
Financial Highlights, June 30, 2024
$29,233 $16,759 $17,292 Net Income As of June 30, 2024, our Allowance for Credit Losses represented 1.08% of total loans outstanding and was 233% of total nonperforming loans. *6 months Annualized
A Well Diversified Loan Portfolio Loan
Portfolio Categories *7 individual Office Loans for $5MM representing .3% of total loans
A Well Diversified Loan Portfolio CRE
Concentration vs Office CRE Exposure
A Well Diversified Loan Portfolio Loan
Portfolio By Industry This chart shows the breakdown of Wayne Bank’s concentration of credit for those industries that make up over 10% of its capital. The “All Others” category includes 37.92% Retail Loans and 21.60% other
Commercial Loan industries. The 37.92% Retail Loans includes 15.54% Residential Mortgages, 16.77% Indirect Loans, and 5.61% Direct Installment Loans.
Credit Performance Total Loans Vs.
Percentage of Past Dues (> 30 days)
Deposit Mix Deposit Growth Total
deposits in the banking industry increased by 1.53% in the past twelve months Wayne Bank grew deposits by 5.20% in the past twelve months Banking Industry Source: Board of Governors of the federal Reserve System (US) via
fred.stlouisfed.org
Deposit Mix Deposit Growth
Comparison Business and Public Funds Deposits were maintained while Consumer Deposits grew 4.28% in the past twelve months.
A Legacy of Creating Shareholder
Value 32 consecutive years of increases in cash dividends per share Most recent quarterly dividend of $.30/share paid on May 1, 2024 Market valuation metrics: Price/LTM EPS: 14.4X Price/book: 123% Price/tangible book: 147% Average daily trading
volume of nearly 11,000 shares Index membership: Nasdaq Bank Index Russell 2000® Index The Facts
A Legacy of Creating Shareholder
Value NWFL reentered the Russell 2000® Index in 2023. NWFL is expected to remain in the Russell 2000® Index in 2024. The Russell 2000® Index encompasses and tracks the performance of the 2,000 largest traded U.S. stocks, based on
market capitalization. In the Russell 2000® Index
A Legacy of Creating Shareholder
Value Pillar of the Community Awards are the Federal Home Loan Banks highest honor. They are presented to member FI’s who have demonstrated an outstanding commitment to community development as well as effective use of FHLBank’s
community products. By utilizing the First Front Door program, Wayne Bank funded households and provided down payment and closing cost assistance to first-time homebuyers. By partnering with the Home4Good program, Wayne Bank supported over 20
projects and helped the homeless or people at risk of homelessness by providing grants to fund the initiative of securing homes for those in need. Wayne Bank supported small businesses in their market through Banking on Business, the Banking on
Business Inclusion and Equity Fund, and the Community Lending Program to finance the startup, maintenance, and expansion of businesses. FHLB Pillars of the Community Award Winner
A Legacy of Creating Shareholder
Value Featured in Forbes and Fortune
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