Form 8-K - Current report
08 November 2024 - 1:31AM
Edgar (US Regulatory)
false 0001013272 0001013272 2024-11-07 2024-11-07
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) November 7, 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 |
(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 November 7, 2024, Norwood Financial Corp (the “Company”) will post an updated investor presentation, which will include September 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: November 7, 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 Hovde Financial
Services Conference November 6-8 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
Strength. Security. Stability. Norwood
Financial Corp is the holding company for Wayne Bank. Founded in 1871, the Bank has 29 Community Offices throughout Pennsylvania and New York, including those offices operating under the Bank of Cooperstown and Bank of the Finger Lakes brands.
Employing more than 300 local people, Wayne Bank offers a full line of products and services to meet the financial needs of consumers and businesses. As a community bank, Wayne Bank is an integral part of both the local community and economy. Each
year, the Bank contributes to hundreds of organizations and employees are passionate about helping their communities through event participation and service to local charities. By supporting residents, businesses, schools, and charitable
organizations, Wayne Bank is dedicated to reinvesting in the community and encouraging economic growth. $2.3B in assets September 30, 2024 $1.6B in loa0s September 30, 2024 $1.8B in deposits September 30, 2024 153 Years in Business Rewarding
Shareholders Performance & Profitability Growth & Expansion Committed to the same mission and core values instated upon our founding in 1871 3 successful acquisitions from 2011 to 2020 Loan/Deposit Ratio - 89% CRE Concentration – 135%
Net Interest Margin - 2.99% Efficiency ratio - 65% Op EX/Average Assets – 2.11% 32 consecutive years of increasing cash dividends – a truly impressive record
Growth & Expansion A history of de
novo growth and successful acquisitions. 1871 1924 1931 1954 1980 1985 1993 1996 1999 2004 2006 2011 2016 2020 2024 Wayne County Savings Bank opened on November 4, 1871, with the modest capital of $25,000 Existing Corporate Office Built and Opened
Acquired Waymart State Bank Opened Waymart Community Office Opened Willow Avenue Community Office Opened Hawley Community Office Opened Milford Community Office Opened Shohola & Lakewood Community Offices Opened Stroud Mall Community Office
Opened Marshalls Creek Community Office Opened Tannersville Community Office Acquired North Penn Bank and Central Scranton, Clarks Sumit, and Effort Community Offices Acquired National Bank of Delaware County (NBDC) and Walton, Andes, Roxbury,
Stamford, Franklin, Roscoe, Liberty, Monticello, Wurtsboro, and Callicoon Community Offices Acquired USNY and Bank of Cooperstown and Bank of Finger Lakes brands with Geneva, Penn Yan, Cooperstown, and Oneonta Community Offices Renovating new
location in Forty Fort, PA scheduled to open in Q1 2025
Financial Highlights dollars in
thousands
Interest Rate Risk Lowering Exposure
to Interest Rates
Investment Portfolio
Loan Portfolio Diversification As of
Sept. 30, 2024
As of Sept. 30, 2024
As of Sept. 30, 2024
Loan Portfolio by Industry
Credit Performance
Credit Metrics
Deposits by Type and Channel
– As of 9/30/2024* *Note: Non-Maturity Deposits include $52 million in customer Repo accounts that are classified as borrowings on the balance sheet.
Deposit Growth Total deposits in
the banking industry increased by 2.63% in the past twelve months Wayne Bank grew deposits by 3.83% in the past twelve months Public funds increased by 12.63% Business deposits increased by 2.57% Consumer deposits increased by 2.39% Banking Industry
Source: Board of Governors of the federal Reserve System (US) via fred.stlouisfed.org
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