-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rd9c7Bb5CYmC6jnQCjniEuqPM+Zv9HQGmgDBslPsX7VJkv8gzLAz6Fq34b1yZAtz aF7AvApF5GDTOpP4GtWi5Q== 0000946275-07-000349.txt : 20070423 0000946275-07-000349.hdr.sgml : 20070423 20070423120126 ACCESSION NUMBER: 0000946275-07-000349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070423 DATE AS OF CHANGE: 20070423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD FINANCIAL CORP CENTRAL INDEX KEY: 0001013272 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232828306 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28364 FILM NUMBER: 07780904 BUSINESS ADDRESS: STREET 1: 717 MAIN ST STREET 2: PO BOX 269 CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172531455 8-K 1 f8k_042307-0160.txt FORM ================================================================================ 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, 2007 -------------- Norwood Financial Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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 (see General Instruction A.2. below) [ ] 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)). ================================================================================ NORWOOD FINANCIAL CORP. INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 2.02. Results of Operations and Financial Condition - --------------------------------------------------------- On April 23, 2007, the Registrant issued a press release announcing its earnings for the quarter ended March 31, 2007. A copy of the press release is furnished with this report as exhibit 99.1. Item 9.01. Financial Statements and Exhibits - --------------------------------------------- (c) Exhibits: 99.1 Press Release, dated April 23, 2007 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, 2007 By: /s/William W. Davis, Jr. ------------------------------------- William W. Davis, Jr. President and Chief Executive Officer (Duly Authorized Representative) EX-99 2 ex99-1.txt PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- NORWOOD FINANCIAL CORP ANNOUNCES 9.8% EARNINGS INCREASE ------------------------------------------------------- April 23, 2007 William W. Davis, Jr., President and Chief Executive Officer of Norwood Financial Corp. (NWFL-Nasdaq) and its subsidiary Wayne Bank today announced earnings for the three months ended March 31, 2007. Net income for the three months ended March 31, 2007 totaled $1,463,000, which represents a 9.8% increase over the $1,333,000 earned for the similar period in 2006. Earnings per share on a fully diluted basis were $.51 per share in 2007, increasing from $.47 per share for the 2006 period. The annualized return on assets for the current quarter was 1.29% with an annualized return on equity of 11.26%. Total assets as of March 31, 2007 were $461.4 million with total loans receivable of $320.7 million, deposits of $360.0 million and stockholders' equity of $53.1 million. Total assets have increased $27.3 million, or 6.3%, when compared to March 31, 2006. Loans receivable have increased $28.9 million, or 9.9% from a year ago. The growth was centered in commercial lending (including real estate) which increased $17.8 million and residential mortgage activity, including home equity lending which reflected growth of $13.7 million. Non-performing loans totaled $407,000 or .13% of total loans as of March 31, 2007 compared to $398,000, or ..14% of total loans, as of March 31, 2006. The total is principally related to one loan relationship secured by real estate for which the Company is actively pursuing a resolution. The Company had net charge-offs of $7,000 for the three months ended March 31, 2007. As a result of the continued low level of charge-offs, the Company was able to reduce its provision for loan losses to $50,000 in the 2007 period from $70,000 in the 2006 period. Notwithstanding the lower provision expense, the allowance for loan losses increased by $128,000 from a year earlier to $3,871,000 and represented 1.21% of total loans as of March 31, 2007. For the three months ended March 31, 2007, net interest income, on a fully taxable equivalent basis (fte) totaled $4,221,000 increasing from $4,076,000 for the similar period in 2006. The increase in net interest income was principally due to loan growth and higher yields on loans and investments which partially offset the higher cost of deposits. The Company is continuing to experience an increase in deposit costs, principally CDs. As a result, the net interest margin declined to 3.85% in the current quarter compared to 3.98% in the similar period in the prior year. Other income for the three months ended March 31, 2007 totaled $894,000 compared to $824,000 for the similar period in 2006. The increase was principally due to a higher level of revenues from the Company's Wealth Management Division, $125,000 in the current quarter compared to $77,000 for the similar period in 2006. Other expenses totaled $2,861,000 in the 2007 period compared to $2,766,000 in the similar period in 2006. The increase was principally due to staffing and occupancy expenses related to the Tannersville Branch which opened in December 2006. Mr. Davis commented, "We are pleased with our good start to 2007. Despite slightly shrinking margins, our overall earnings continue to improve. The official grand opening of our Tannersville Office was held on March 28th. This office serves as an excellent compliment to our other two Monroe County locations, in Marshalls Creek and on Ninth Avenue at the entrance to the Stroud Mall. We think this office will be a great enhancement to our customer base in the county." Norwood Financial Corp., through its subsidiary Wayne Bank, operates eleven offices in Wayne, Pike and Monroe Counties. The Company's stock is traded on the Nasdaq Market, under the symbol, "NWFL". 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 readers should not place undue reliance on any forward looking statements. Those risks and uncertainties include changes in the absolute and relative levels of interest rates, risks associated with the effect of opening a new branch, the ability to control costs and expenses, demand for real estate and general economic conditions. Norwood Financial Corp. does not undertake and specifically disclaims any obligation to publicly releases 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. Contact: Lewis J. Critelli Executive Vice President & Chief Financial Officer NORWOOD FINANCIAL CORP 570-253-1455 www.waynebank.com ----------------- NORWOOD FINANCIAL CORP. Consolidated Balance Sheets (dollars in thousands) (unaudited)
March 31 ---------------------- 2007 2006 --------- --------- ASSETS Cash and due from banks $ 8,604 $ 9,330 Interest bearing deposits with banks 141 22 Federal funds sold 3,130 -- --------- --------- Cash and cash equivalents 11,875 9,352 Securities available for sale 112,597 116,659 Securities held to maturity, fair value 2007: $974 2006: $976 955 953 Loans receivable (net of unearned Income) 320,744 291,840 Less: Allowance for loan losses 3,871 3,743 --------- --------- Net loans receivable 316,873 288,097 Investment in FHLB Stock 1,923 2,073 Bank premises and equipment,net 5,935 5,508 Accrued interest receivable 2,175 1,979 Other assets 9,050 9,509 --------- --------- TOTAL ASSETS $ 461,383 $ 434,130 ========= ========= LIABILITIES Deposits: Non-interest bearing demand $ 54,046 $ 54,505 Interest-bearing 305,988 285,002 --------- --------- Total deposits 360,034 339,507 Short-term borrowings 19,986 19,765 Other borrowings 23,000 23,000 Accrued interest payable 3,402 1,626 Other liabilities 1,902 1,735 --------- --------- TOTAL LIABILITIES 408,324 385,633 STOCKHOLDERS' EQUITY Common Stock, $.10 par value, authorized 10,000,000 shares issued: 2,840,872 284 284 Surplus 10,233 5,730 Retained earnings 43,946 44,497 Treasury stock, at cost: 2007: 53,107 shares, 2006: 35,267 shares (1,556) (1,029) Unearned ESOP Shares -- (77) Accumulated other comprehensive income (loss) 152 (908) --------- --------- TOTAL STOCKHOLDERS' EQUITY 53,059 48,497 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 461,383 $ 434,130 ========= =========
NORWOOD FINANCIAL CORP. Consolidated Statements of Income (dollars in thousands, except per share data) (unaudited) Three Months Ended March 31 --------------------------- 2007 2006 ---------- ---------- INTEREST INCOME Loans receivable, including fees $ 5,840 $ 4,944 Securities 1,218 1,050 Other 21 2 ---------- ---------- Total Interest income 7,079 5,996 INTEREST EXPENSE Deposits 2,486 1,590 Short-term borrowings 256 187 Other borrowings 246 293 ---------- ---------- Total Interest expense 2,988 2,070 ---------- ---------- NET INTEREST INCOME 4,091 3,926 PROVISION FOR LOAN LOSSES 50 70 ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,041 3,856 OTHER INCOME Service charges and fees 606 590 Income from fiduciary activities 125 77 Net realized gains on sales of securities -- 7 Gains on sale of loans 7 -- Other 156 150 ---------- ---------- Total other income 894 824 OTHER EXPENSES Salaries and employee benefits 1,497 1,406 Occupancy, furniture and equipment 415 380 Data processing related 174 156 Taxes, other than income 118 113 Professional Fees 89 113 Other 568 598 ---------- ---------- Total other expenses 2,861 2,766 INCOME BEFORE TAX 2,074 1,914 INCOME TAX EXPENSE 611 581 ---------- ---------- NET INCOME $ 1,463 $ 1,333 ========== ========== Basic earnings per share $ 0.52 $ 0.48 ========== ========== Diluted earnings per share $ 0.51 $ 0.47 ========== ========== NORWOOD FINANCIAL CORP. Financial Highlights (Unaudited) (dollars in thousands, except per share data) - --------------------------- Three Months Ended March 31 2007 2006 --------- --------- Net interest income $ 4,091 $ 3,926 Net income 1,463 1,333 Net interest spread (fully taxable equivalent) 3.16% 3.49% Net interest margin (fully taxable equivalent) 3.85% 3.98% Return on average assets 1.29% 1.25% Return on average equity 11.26% 11.14% Basic earnings per share $ 0.52 $ 0.48 Diluted earnings per share 0.51 0.47 - -------------- As of March 31 Total Assets $ 461,383 $ 434,130 Total Loans receivable 320,744 291,840 Allowance for loan losses 3,871 3,743 Total deposits 360,034 339,507 Stockholders' equity 53,059 48,497 Trust Assets under management 99,072 93,105 Book value per share $ 18.96 $ 17.29 Equity to total assets 11.50% 11.17% Allowance to total loans receivable 1.21% 1.28% Nonperforming loans to total loans 0.13% 0.14% NORWOOD FINANCIAL CORP Consolidated Balance Sheets (unaudited) (dollars in thousands)
31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 2007 2006 2006 2006 2006 --------- --------- --------- --------- --------- ASSETS Cash and due from banks $ 8,604 $ 9,450 $ 9,448 $ 10,509 $ 9,330 Interest bearing deposits with banks 141 67 141 179 22 Federal funds sold 3,130 -- 1,525 13,615 -- --------- --------- --------- --------- --------- Cash and cash equivalents 11,875 9,517 11,114 24,303 9,352 Securities available for sale 112,597 112,912 112,402 114,441 116,659 Securities held to maturity 955 954 954 954 953 Loans receivable (net of unearned Income) 320,744 315,567 313,678 299,366 291,840 Less: Allowance for loan losses 3,871 3,828 3,828 3,794 3,743 --------- --------- --------- --------- --------- Net loans receivable 316,873 311,739 309,850 295,572 288,097 Investment in FHLB stock 1,923 1,687 1,634 2,294 2,073 Bank premises and equipment, net 5,935 6,020 5,489 5,457 5,508 Other assets 11,225 11,527 11,727 12,138 11,488 --------- --------- --------- --------- --------- TOTAL ASSETS $ 461,383 $ 454,356 $ 453,170 $ 455,159 $ 434,130 ========= ========= ========= ========= ========= LIABILITIES Deposits: Non-interest bearing demand $ 54,046 $ 53,856 $ 63,331 $ 59,538 $ 54,505 Interest- bearing deposits 305,988 304,247 301,275 293,929 285,002 --------- --------- --------- --------- --------- Total deposits 360,034 358,103 364,606 353,467 339,507 Other borrowings 42,986 35,736 33,086 48,687 42,765 Other liabilities 5,304 8,286 4,419 3,813 3,361 --------- --------- --------- --------- --------- TOTAL LIABILITIES 408,324 402,125 402,111 405,967 385,633 STOCKHOLDERS' EQUITY 53,059 52,231 51,059 49,192 48,497 --------- --------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 461,383 $ 454,356 $ 453,170 $ 455,159 $ 434,130 ========= ========= ========= ========= =========
NORWOOD FINANCIAL CORP Consolidated Statements of Income (unaudited) (dollars in thousands, except per share data)
31-Mar 31-Dec 30-Sep 30-Jun 31-Mar Three months ended 2007 2006 2006 2006 2006 ------- ------- ------- ------- ------- INTEREST INCOME Loans receivable, including fees $ 5,840 $ 5,771 $ 5,506 $ 5,201 $ 4,944 Securities 1,218 1,159 1,105 1,066 1,050 Other 21 26 36 83 2 ------- ------- ------- ------- ------- Total Interest income 7,079 6,956 6,647 6,350 5,996 INTEREST EXPENSE Deposits 2,486 2,358 2,032 1,738 1,590 Borrowings 502 472 513 583 480 ------- ------- ------- ------- ------- Total Interest expense 2,988 2,830 2,545 2,321 2,070 NET INTEREST INCOME 4,091 4,126 4,102 4,029 3,926 PROVISION FOR LOAN LOSSES 50 50 45 55 70 ------- ------- ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,041 4,076 4,057 3,974 3,856 OTHER INCOME Service charges and fees 606 605 616 644 590 Income from fiduciary activities 125 94 89 95 77 Net realized gains on sales of securities -- -- 45 14 7 Gains on sale of loans 7 37 3 107 -- Other 156 126 141 143 150 ------- ------- ------- ------- ------- Total other income 894 862 894 1,003 824 OTHER EXPENSES Salaries and employee benefits 1,497 1,311 1,482 1,456 1,406 Occupancy, furniture and equipment, net 415 368 329 369 380 Other 949 941 919 1,016 980 ------- ------- ------- ------- ------- Total other expenses 2,861 2,620 2,730 2,841 2,766 INCOME BEFORE TAX 2,074 2,318 2,221 2,136 1,914 INCOME TAX EXPENSE 611 739 699 660 581 ------- ------- ------- ------- ------- NET INCOME $ 1,463 $ 1,579 $ 1,522 $ 1,476 $ 1,333 ======= ======= ======= ======= ======= Basic earnings per share $ 0.52 $ 0.56 $ 0.54 $ 0.53 $ 0.48 ======= ======= ======= ======= ======= Diluted earnings per share $ 0.51 $ 0.55 $ 0.53 $ 0.52 $ 0.47 ======= ======= ======= ======= ======= Book Value per share $ 18.96 $ 18.67 $ 18.25 $ 17.57 $ 17.29 Return on average equity 11.26% 12.09% 12.06% 12.06% 11.14% Return on average assets 1.29% 1.38% 1.35% 1.34% 1.25% Net interest spread 3.16% 3.25% 3.34% 3.39% 3.49% Net interest margin 3.85% 3.94% 3.98% 3.95% 3.98% Allowance for loan losses to total loans 1.21% 1.21% 1.22% 1.27% 1.28% Net charge-offs/(recoveries) to average loans (annualized) 0.01% 0.06% 0.01% 0.01% (.01)% Nonperforming loans to total loans 0.13% 0.13% 0.13% 0.10% 0.14% Nonperforming assets to total assets 0.09% 0.09% 0.09% 0.07% 0.10%
-----END PRIVACY-ENHANCED MESSAGE-----