UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code (
N/A
Former name, former address and former fiscal year, if changed since last report.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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| Name of each exchange on which registered |
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| The |
Indicate by check (x) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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| Accelerated filer |
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| Smaller reporting company |
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| Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
| Outstanding as of August 1, 2022 |
Common stock, par value $0.10 per share |
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NORWOOD FINANCIAL CORP
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2022
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PART I - | CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD FINANCIAL CORP | 3 |
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Item 1. | 3 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
Item 3. | 44 | |
Item 4. | 46 | |
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PART II - | 47 | |
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Item 1. | 47 | |
Item 1A. | 47 | |
Item 2. | 47 | |
Item 3. | 47 | |
Item 4. | 47 | |
Item 5. | 47 | |
Item 6. | 48 | |
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| 49 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NORWOOD FINANCIAL CORP
Consolidated Balance Sheets (unaudited)
(dollars in thousands, except share and per share data)
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| June 30, |
| December 31, | ||
| 2022 |
| 2021 | ||
ASSETS |
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Cash and due from banks | $ | |
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Interest-bearing deposits with banks |
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Cash and cash equivalents |
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Securities available for sale, at fair value |
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Loans receivable |
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Less: Allowance for loan losses |
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Net loans receivable |
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Regulatory stock, at cost |
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Bank premises and equipment, net |
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Bank owned life insurance |
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Accrued interest receivable |
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Foreclosed real estate owned |
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Goodwill |
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Other intangibles |
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Other assets |
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TOTAL ASSETS | $ | |
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LIABILITIES |
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Deposits: |
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Non-interest bearing demand | $ | |
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Interest-bearing |
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Total deposits |
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Short-term borrowings |
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Other borrowings |
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Accrued interest payable |
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Other liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, par value per share, |
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authorized: |
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Common stock, $ |
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authorized: |
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issued: 2022: |
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Surplus |
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Retained earnings |
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Treasury stock at cost: 2022: |
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Accumulated other comprehensive loss |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | |
| $ | |
See accompanying notes to the unaudited consolidated financial statements.
NORWOOD FINANCIAL CORP
Consolidated Statements of Income (unaudited)
(dollars in thousan ds, except per share data)
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| Three Months Ended |
| Six Months Ended | ||||||||
| June 30, |
| June 30, | ||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
INTEREST INCOME |
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Loans receivable, including fees | $ | |
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Securities |
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Other |
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Total interest income |
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INTEREST EXPENSE |
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Deposits |
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Short-term borrowings |
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Other borrowings |
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Total interest expense |
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NET INTEREST INCOME |
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PROVISION FOR LOAN LOSSES |
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NET INTEREST INCOME AFTER |
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PROVISION FOR LOAN LOSSES |
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OTHER INCOME |
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Service charges and fees |
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Income from fiduciary activities |
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Net realized gains on sales of securities |
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Gain on sale of loans, net |
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Gain on sales of foreclosed real estate owned |
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Earnings and proceeds on bank owned life insurance |
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Other |
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Total other income |
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OTHER EXPENSES |
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Salaries and employee benefits |
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Occupancy, furniture & equipment, net |
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Data processing and related operations |
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Taxes, other than income |
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Professional fees |
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Federal Deposit Insurance Corporation insurance |
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Foreclosed real estate |
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Amortization of intangibles |
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Other |
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Total other expenses |
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INCOME BEFORE INCOME TAXES |
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INCOME TAX EXPENSE |
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NET INCOME | $ | |
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BASIC EARNINGS PER SHARE | $ | |
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| $ | |
| $ | |
DILUTED EARNINGS PER SHARE | $ | |
| $ | |
| $ | |
| $ | |
See accompanying notes to the unaudited consolidated financial statements.
NORWOOD FINANCIAL CORP
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(dollars in thousands)
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| Three Months Ended | ||||
| June 30, | ||||
| 2022 |
| 2021 | ||
Net income | $ | |
| $ | |
Other comprehensive income (loss) |
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Investment securities available for sale: |
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Unrealized holding loss |
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Tax effect |
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Reclassification of investment securities gains |
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recognized in net income |
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Tax effect |
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Other comprehensive (loss) income |
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Comprehensive Income (Loss) | $ | ( |
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| Six Months Ended | ||||
| June 30, | ||||
| 2022 |
| 2021 | ||
Net income | $ | |
| $ | |
Other comprehensive income (loss) |
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Investment securities available for sale: |
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Unrealized holding (loss) gain |
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Tax effect |
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Reclassification of investment securities gains |
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recognized in net income |
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Tax effect |
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Other comprehensive (loss) |
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Comprehensive Income (Loss) | $ | ( |
| $ | |
See accompanying notes to the unaudited consolidated financial statements.
NORWOOD FINANCIAL CORP
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Six Months Ended June 30, 2022 and 2021
(dollars in thousands, except share and per share data)
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| Accumulated |
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