Norwood Financial Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Norwood Financial Corp. has filed its annual 10-K report detailing its financial performance and corporate structure for the fiscal year ending December 31, 2023.</b>

AI Summary

NORWOOD FINANCIAL CORP (NWFL) filed a Annual Report (10-K) with the SEC on March 14, 2024. Norwood Financial Corp. filed its 10-K report for the fiscal year ending December 31, 2023. The company is classified under State Commercial Banks (SIC code 6022). The filing includes data related to common stock, treasury stock, retained earnings, and additional paid-in capital for fiscal years 2021, 2022, and 2023. Information on Federal Home Loan Bank advances from FHLB of Pittsburgh for 2022 and 2023 is provided. The report references the Amended Norwood Financial Corp. 2014 Equity Incentive Plan.

Why It Matters

For investors and stakeholders tracking NORWOOD FINANCIAL CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Norwood Financial Corp.'s financial health, including balance sheet items and equity details, which are crucial for investors to assess the company's stability and growth potential. The inclusion of data related to the Equity Incentive Plan and Federal Home Loan Bank advances offers insights into the company's capital management strategies and employee compensation structures.

Risk Assessment

Risk Level: low — NORWOOD FINANCIAL CORP shows low risk based on this filing. The filing is a standard 10-K report for a publicly traded company, indicating routine disclosure rather than immediate significant risk.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand Norwood Financial Corp.'s operational performance and strategic outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Report period)
• 2024-03-14 — Filing Date (Date of submission)
• 6022 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• NORWOOD FINANCIAL CORP (company) — Filer name
• PA (location) — State of incorporation
• 6022 (industry_code) — Standard Industrial Classification
• 20231231 (date) — Fiscal year end
• 20240314 (date) — Filing date
• FHLB of Pittsburgh (company) — Federal Home Loan Bank advances

FAQ

Industry Context

Norwood Financial Corp. operates within the State Commercial Banks industry, as indicated by its SIC code 6022.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, adhering to SEC regulations for public companies.

What Investors Should Do

1. Analyze the balance sheet details for retained earnings, common stock, and treasury stock across the reported fiscal years.
2. Examine the notes regarding Federal Home Loan Bank advances from FHLB of Pittsburgh.
3. Review any disclosures related to the Amended Norwood Financial Corp. 2014 Equity Incentive Plan.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-14: Filing Date — Date Norwood Financial Corp. submitted its 10-K.

Year-Over-Year Comparison

This is the initial 10-K filing for the period ending December 31, 2023, and comparative data from previous years is included within the report.

Key Financial Figures

• $29.53 — ant's Common Stock as of June 30, 2023, $29.53 per share, was $ 216.1 million based on
• $2.201 b — ompany had total consolidated assets of $2.201 billion, consolidated deposits of $1.795
• $1.795 b — 2.201 billion, consolidated deposits of $1.795 billion, and consolidated stockholders' e
• $181.1 million — nd consolidated stockholders' equity of $181.1 million. The Company's ratio of average equity
• $33.33 — shares of the Company's common stock or $33.33 in cash, or a combination of both. All
• $0.67 — ate shareholders received an additional $0.67 per share in cash for each share of UpS
• $8,845,198 — shareholders consisted of approximately $8,845,198 in cash and 1,86 5,738 shares of the Co
• $375.6 million — acquisition, Delaware had approximately $375.6 million in assets and 12 banking offices in Del
• $16.68 — in the Delaware Agreement, into either $16.68 in cash or 0.6221 of a share of the Com
• $0.10 — f the Company's common stock, par value $0.10 per share (the "Common Stock"). In the
• $3,860,000 — shareholders consisted of approximately $3,860,000 in cash and 431,605 shares of the Commo
• $158.9 million — quisition, North Penn had approximately $158.9 million in assets and four banking offices in L
• $19.12 — th in the Merger Agreement, into either $19.12 in cash or 0.6829 of a share of the Com
• $10,648,000 — shareholders consisted of approximately $10,648,000 in cash and 530,994 shares of the Commo
• $192.4 million — . As of December 31, 2023, the Bank had $192.4 million of assets under management compared to

Filing Documents

• nwfl-20231231x10k.htm (10-K) — 10881KB
• nwfl-20231231xex3_ii.htm (EX-3.II) — 103KB
• nwfl-20231231xex19.htm (EX-19) — 80KB
• nwfl-20231231xex21.htm (EX-21) — 12KB
• nwfl-20231231xex23.htm (EX-23) — 6KB
• nwfl-20231231xex31_1.htm (EX-31.1) — 15KB
• nwfl-20231231xex31_2.htm (EX-31.2) — 15KB
• nwfl-20231231xex32.htm (EX-32) — 9KB
• nwfl-20231231xex97.htm (EX-97) — 55KB
• nwfl-20231231x10kg001.jpg (GRAPHIC) — 28KB
• nwfl-20231231x10kg002.jpg (GRAPHIC) — 3KB
• nwfl-20231231xex23g001.jpg (GRAPHIC) — 41KB
• nwfl-20231231xex23g002.jpg (GRAPHIC) — 3KB
• 0001562762-24-000057.txt (&nbsp;) — 45712KB
• nwfl-20231231.xsd (EX-101.SCH) — 87KB
• nwfl-20231231_cal.xml (EX-101.CAL) — 162KB
• nwfl-20231231_def.xml (EX-101.DEF) — 443KB
• nwfl-20231231_lab.xml (EX-101.LAB) — 823KB
• nwfl-20231231_pre.xml (EX-101.PRE) — 840KB
• nwfl-20231231x10k_htm.xml (XML) — 14123KB

Selected Financial Data

Selected Financial Data 11 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 12 Item 7A. Quantitative and Qualitative Disclosure about Market Risk. 25 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 27 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 73 Item 9A.

Controls and Procedures

Controls and Procedures. 74 Item 9B. Other Information. 74 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 74 Part III Item 10. Directors, Executive Officers and Corporate Governance. 74 Item 11.

Executive Compensation

Executive Compensation. 74 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 74 Item 13. Certain Relationships and Related Transactions and Director Independence. 75 Item 14. Principal Accountant Fees and Services. 75 Part IV Item 15. Exhibits, Financial Statement Schedules. 75 Item 16. Form 10-K Summary. 77

SIGNATURES

SIGNATURES 78 PART I

Forward Looking Statements

Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and words of similar meaning. These forward-looking statements include, but are not limited to: estimates of our risks and future costs and benefits. These forward -looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward- looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of the Annual Report on Form 10-K. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: general economic conditions, either nationally or in our market areas, that are worse than expected; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; our ability to implement changes in our business strategies; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our m

Business

Item 1. Business . General Norwood Financial Corp (the "Company"), a Pennsylvania corporation, was incorporated in 1995 to become the holding company for Wayne Bank (the "Bank"). The Company is a registered bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System ("Federal Reserve"). As of December 31, 2023, the Company had total consolidated assets of $2.201 billion, consolidated deposits of $1.795 billion, and consolidated stockholders' equity of $181.1 million. The Company's ratio of average equity to average assets was 8.14%, 8.87%, and 10.04% for fiscal years 2023, 2022 and 2021, respectively. The decrease in the 2023 level was due to the impact of rising interest rates and the related decrease in accumulated other comprehensive income (loss). Wayne Bank is a Pennsylvania chartered bank and trust company headquartered in Honesdale, Pennsylvania. The Bank was originally chartered on February 17, 1870, as Wayne County Savings Bank and changed its name to Wayne County Bank and Trust in December 1943. In September 1993, the Bank adopted the name Wayne Bank. The Bank's deposits are currently insured to applicable limits by the Federal Deposit Insurance Corporation ("FDIC") and the Bank is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh. The Bank is regulated and examined by the Pennsylvania Department of Banking and Securities ("Department") and the FDIC. The Bank is an independent community bank with fifteen offices in Northeastern Pennsylvania and fourteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Bank offers a wide variety of personal and business credit services and trust and investment products and real estate settlement services to the consumers, businesses, nonprofit organizations, and municipalities in each of the communities that the Bank serves. The Bank primarily serves the northeastern Pennsylvania counties of Wayne, Pike, Monroe, Lackaw

View Full Filing

View this 10-K filing on SEC EDGAR