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NORWOOD FINANCIAL CORP - Quarter Report: 2007 June (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended June 30, 2007

OR

o

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 0-28366

 

Norwood Financial Corp.

(Exact name of Registrant as specified in its charter)

 

Pennsylvania

 

23-2828306

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

717 Main Street, Honesdale, Pennsylvania

 

18431

 

(Address of principal executive offices)

 

(Zip Code)

 

 

(570) 253-1455

(Registrant’s telephone number, including area code)

 

NA

(Former name, former address and former fiscal year, if changed since last report))

 

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 x       No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer” and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of Exchange Act): Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding as of August 10, 2007

Common stock, par value $0.10 per share

 

2,779,958

 

 

1

 


 

NORWOOD FINANCIAL CORP.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2007

INDEX

 

 

 

 

Page

Number

PART I -

CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD

FINANCIAL CORP.

 

 

 

 

Item 1.

Financial Statements

3    

Item 2.

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

13    

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

29    

Item 4.

Controls and Procedures

30    

Item 4T.

Controls and Procedures

30    

 

 

 

PART II -

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

31    

Item 1A.

Risk Factors

31    

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31    

Item 3.

Defaults upon Senior Securities

31    

Item 4.

Submission of Matters to a Vote of Security Holders

32    

Item 5.

Other Information

32    

Item 6.

Exhibits

32    

 

 

 

Signatures

 

34    

 

 

 

 

 

 

2

 


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

 

(dollars in thousands, except per share data)

 

 

June 30,

 

 

 

December 31,

 

 

 

 

2007

 

 

 

2006

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

$

9,321

 

 

 

$

9,450

 

Interest bearing deposits with banks

 

 

 

3,641

 

 

 

 

67

 

Federal funds sold

 

 

 

5,940

 

 

 

 

 

Cash and cash equivalents

 

 

 

18,902

 

 

 

 

9,517

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

116,299

 

 

 

 

112,912

 

Securities held to maturity, fair value 2007:

$970, 2006: $971

 

 

 

955

 

 

 

 

954

 

Loans receivable (net of unearned income)

 

 

 

321,654

 

 

 

 

315,567

 

Less: Allowance for loan losses

 

 

 

3,900

 

 

 

 

3,828

 

Net loans receivable

 

 

 

317,754

 

 

 

 

311,739

 

Investment in FHLB Stock, at cost

 

 

 

1,933

 

 

 

 

1,687

 

Bank premises and equipment, net

 

 

 

5,853

 

 

 

 

6,020

 

Bank owned life insurance

 

 

 

7,621

 

 

 

 

7,479

 

Accrued interest receivable

 

 

 

2,298

 

 

 

 

2,129

 

Other assets

 

 

 

2,403

 

 

 

 

1,919

 

TOTAL ASSETS

 

 

$

474,018

 

 

 

$

454,356

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

Non-interest bearing demand

 

 

$

60,440

 

 

 

$

53,856

 

Interest bearing

 

 

 

313,304

 

 

 

 

304,247

 

Total deposits

 

 

 

373,744

 

 

 

 

358,103

 

Short-term borrowings

 

 

 

19,147

 

 

 

 

22,736

 

Other borrowings

 

 

 

23,000

 

 

 

 

13,000

 

Accrued interest payable

 

 

 

2,802

 

 

 

 

2,894

 

Other liabilities

 

 

 

2,191

 

 

 

 

5,392

 

TOTAL LIABILITIES

 

 

 

420,884

 

 

 

 

402,125

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Common stock, $.10 par value, authorized 10,000,000

shares, issued: 2,840,872

 

 

 

284

 

 

 

 

284

 

Surplus

 

 

 

10,155

 

 

 

 

10,149

 

Retained earnings

 

 

 

44,877

 

 

 

 

43,125

 

Treasury stock at cost: 2007: 60,914 shares, 2006:

43,721 shares

 

 

 

(1,863

)

 

 

 

(1,283

)

Accumulated other comprehensive loss

 

 

 

(319

)

 

 

 

(44

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

 

53,134

 

 

 

 

52,231

 

TOTAL LIABILITIES AND

STOCKHOLDERS’ EQUITY

 

 

$

474,018

 

 

 

$

454,356

 

 

See accompanying notes to the unaudited consolidated financial statements

 

3

 


NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

 

(dollars in thousands, except per share data)

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

 

$

5,878

 

$

5,201

 

$

11,718

 

$

10,145

 

Securities

 

 

1,278

 

 

1,066

 

 

2,496

 

 

2,116

 

Other

 

 

90

 

 

83

 

 

111

 

 

85

 

Total interest income

 

 

7,246

 

 

6,350

 

 

14,325

 

 

12,346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,474

 

 

1,738

 

 

4,960

 

 

3,328

 

Short-term borrowings

 

 

205

 

 

163

 

 

461

 

 

350

 

Other borrowings

 

 

281

 

 

420

 

 

527

 

 

713

 

Total interest expense

 

 

2,960

 

 

2,321

 

 

5,948

 

 

4,391

 

NET INTEREST INCOME

 

 

4,286

 

 

4,029

 

 

8,377

 

 

7,955

 

PROVISION FOR LOAN LOSSES

 

 

55

 

 

55

 

 

105

 

 

125

 

NET INTEREST INCOME AFTER

PROVSION FOR LOAN LOSSES

 

 

4,231

 

 

3,974

 

 

8,272

 

 

7,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees

 

 

635

 

 

644

 

 

1,241

 

 

1,234

 

Income from fiduciary activities

 

 

93

 

 

95

 

 

218

 

 

172

 

Net realized gains on sales of securities

 

 

15

 

 

14

 

 

15

 

 

21

 

Gain on sale of loans and servicing rights

 

 

1

 

 

107

 

 

8

 

 

107

 

Other

 

 

113

 

 

143

 

 

269

 

 

293

 

Total other income

 

 

857

 

 

1,003

 

 

1,751

 

 

1,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

1,438

 

 

1,456

 

 

2,935

 

 

2,862

 

Occupancy, furniture & equipment, net

 

 

416

 

 

369

 

 

831

 

 

749

 

Data processing related

 

 

168

 

 

170

 

 

342

 

 

326

 

Taxes, other than income

 

 

121

 

 

111

 

 

239

 

 

224

 

Professional fees

 

 

94

 

 

104

 

 

183

 

 

217

 

Other

 

 

610

 

 

631

 

 

1,178

 

 

1,229

 

Total other expenses

 

 

2,847

 

 

2,841

 

 

5,708

 

 

5,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

2,241

 

 

2,136

 

 

4,315

 

 

4,050

 

INCOME TAX EXPENSE

 

 

671

 

 

660

 

 

1,282

 

 

1,241

 

NET INCOME

 

$

1,570

 

$

1,476

 

$

3,033

 

$

2,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER SHARE

 

$

0.56

 

$

0.53

 

$

1.09

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER SHARE

 

$

0.55

 

$

0.52

 

$

1.07

 

$

0.98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements

 

4

 


NORWOOD FINANCIAL CORP.

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

 

(dollars in thousands, except per share data)

 

 

Number of

Shares

issued

 

Common Stock

 

Surplus

 

Retained

Earnings

 

Treasury

Stock

 

Unearned

ESOP

Shares

 

Accumulated

Other

Comprehensive

Loss

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2005

2,705,715

 

$

270

 

 

$

5,648

 

 

$

43,722

 

 

$

(633

)

 

$

(127

)

 

$

(772

)

 

$

48,108

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

2,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,809

 

Change in unrealized losses
on securities available for sale,
net of reclassification adjustment
and tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(334

)

 

 

(334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared, $.41 per share

 

 

 

 

 

 

 

 

 

 

 

(1,143

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,143

)

5% Stock dividend

135,157

 

 

14

 

 

 

4,121

 

 

 

(4,139

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(584

)

 

 

 

 

 

 

 

 

 

 

(584

)

Stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

12

 

Tax benefit of stock options exercised

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

Compensation expense related to stock options

 

 

 

 

 

 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34

 

Release of earned ESOP shares

 

 

 

 

 

 

 

196

 

 

 

 

 

 

 

 

 

 

 

100

 

 

 

 

 

 

 

296

 

Balance, June 30, 2006

2,840,872

 

$

284

 

 

$

9,997

 

 

$

41,249

 

 

$

(1,205

)

 

$

(27

)

 

$

(1,106

)

 

$

49,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands, except per share

data)

 

 

Number of

shares

issued

 

 

Common

Stock

 

Surplus

 

 

Retained

Earnings

 

Treasury

Stock

 

Accumulated

Other

Comprehensive

Loss

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2006

2,840,872

 

 

$

284

 

 

$

10,149

 

 

 

$

43,125

 

 

$

(1,283

)

 

$

(44

)

 

$

52,231

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

3,033

 

 

 

 

 

 

 

 

 

 

 

2,809

 

Change in unrealized losses
on securities available for sale, net of reclassification adjustment and tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(275

)

 

 

(275

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared, $.46 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,281

)

 

 

 

 

 

 

 

 

 

 

(1,281

)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,011

)

 

 

 

 

 

 

(1,011

)

Stock options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

431

 

 

 

 

 

 

 

431

 

Tax benefit of stock options exercised

 

 

 

 

 

 

 

 

(243

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(243

)

Compensation expense related to stock options

 

 

 

 

 

 

 

 

98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

98

 

Balance, June 30, 2007

2,840,872

 

 

$

284

 

 

$

10,155

 

 

 

$

44,877

 

 

$

(1,863

)

 

$

(319

)

 

$

53,134

 

 

See accompanying notes to the unaudited consolidated financial statements

 

5

 


NORWOOD FINANCIAL CORP.

Consolidated Statements of Cash Flows (unaudited)

 

(dollars in thousands)

 

Six Months Ended June 30,

 

 

2007

 

 

 

2006

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

$

3,033

 

 

 

$

2,809

 

Provision for loan losses

 

 

105

 

 

 

 

125

 

Depreciation

 

 

287

 

 

 

 

249

 

Amortization of intangible assets

 

 

26

 

 

 

 

26

 

Deferred income taxes

 

 

(149

)

 

 

 

(252

)

Net amortization of securities premiums and discounts

 

 

92

 

 

 

 

173

 

Net realized gain on sales of securities

 

 

(15

)

 

 

 

(21

)

Earnings on life insurance policy

 

 

(142

)

 

 

 

(129

)

Net gain on sale of mortgage loans and servicing rights

 

 

(8

)

 

 

 

(107

)

Gain on sale of bank premises and equipment and foreclosed real estate

 

 

 

 

 

 

(12

)

Mortgage loans originated for sale

 

 

(421

)

 

 

 

(426

)

Proceeds from sale of mortgage loans and servicing rights

 

 

429

 

 

 

 

533

 

Release of ESOP shares

 

 

 

 

 

 

296

 

Compensation expense related to stock options

 

 

151

 

 

 

 

34

 

(Increase) decrease in accrued interest receivable and other assets

 

 

(494

)

 

 

 

522

 

Increase (decrease) in accrued interest payable and other liabilities

 

 

(3,145

)

 

 

 

692

 

Net cash (used in) provided by operating activities

 

 

(251

)

 

 

 

4,512

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Proceeds from sales

 

 

74

 

 

 

 

30

 

Proceeds from maturities and principal reductions on mortgage-backed securities

 

 

27,236

 

 

 

 

11,622

 

Purchases

 

 

(31,196

)

 

 

 

(10,960

)

Securities held to maturity- proceeds

 

 

 

 

 

 

505

 

Increase in investment in FHLB stock

 

 

(246

)

 

 

 

(674

)

Net increase in loans

 

 

(6,156

)

 

 

 

(8,541

)

Purchase of bank premises and equipment

 

 

(120

)

 

 

 

(313

)

Proceeds from sale of bank premises and equipment and foreclosed real estate

 

 

 

 

 

 

12

 

Net cash used in investing activities

 

 

(10,408

)

 

 

 

(8,319

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

15,641

 

 

 

 

12,864

 

Net decrease in short-term borrowings

 

 

(3,589

)

 

 

 

(4,877

)

Proceeds from other borrowings

 

 

10,000

 

 

 

 

12,000

 

Tax benefit of stock options exercised

 

 

98

 

 

 

 

(2

)

Stock options exercised

 

 

188

 

 

 

 

12

 

Acquisition of treasury stock

 

 

(1,011

)

 

 

 

(584

)

Cash dividends paid

 

 

(1,283

)

 

 

 

(1,119

)

Net cash provided by financing activities

 

 

20,044

 

 

 

 

18,294

 

Increase in cash and cash equivalents

 

 

9,385

 

 

 

 

14,487

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

9,517

 

 

 

 

9,816

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

18,902

 

 

 

$

24,303

 

 

See accompanying notes to the unaudited consolidated financial statements

6

 


 

Notes to Unaudited Consolidated Financial Statements

1. Basis of Presentation

 

The consolidated financial statements include the accounts of Norwood Financial Corp. (Company) and its wholly-owned subsidiary, Wayne Bank (Bank) and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp. and WTRO Properties. All significant intercompany transactions have been eliminated in consolidation.

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The financial statements reflect, in the opinion of management all normal, recurring adjustments necessary to present fairly the financial position of the Company. The operating results for the three and six month periods ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007 or any other future interim period.

 

These statements should be read in conjunction with the consolidated financial statements and related notes which are incorporated by reference in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006.

 

2. Earnings Per Share

 

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

 

The following table sets forth the weighted average number of common shares used in the computations of basic and diluted earnings per share:

 

(in thousands)

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2007

 

 

2006

 

 

2007

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS weighted average shares outstanding

 

2,786

 

 

2,793

 

 

2,789

 

 

2,796

 

Dilutive effect of stock options

 

55

 

 

58

 

 

55

 

 

57

 

Diluted EPS weighted average shares outstanding

 

2,841

 

 

2,851

 

 

2,844

 

 

2,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 


3. Stock-Based Compensation

 

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123(R), “Share-Based Payment.” Statement No. 123(R) replaces Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Statement No. 123(R) requires that the fair value of share-based payment transactions be recognized as compensation costs in the financial statements over the period that an employee provides service in exchange for the award. The fair value of the share-based payments is estimated using the Black-Scholes option-pricing model. The Company adopted Statement No. 123(R) effective January 1, 2006, using the modified-prospective transition method. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. All outstanding options as of December 31, 2005 were fully vested. The Company’s shareholders approved the Norwood Financial Corp 2006 Stock Option Plan at the annual meeting on April 25, 2006 and the Company awarded 47,700 options in 2006, all of which have a twelve month vesting period. As of June 30, 2007, there was approximately $99,000 of total unrecognized compensation cost related to nonvested options under the plan, which will be fully amortized by December 31, 2007.

 

No stock options were granted during the first six months of 2007. A summary of stock options from all plans, adjusted for stock dividends declared, is shown below.

 

 

Options

 

Weighted Average Exercise Price Per Share

 

Weighted Average Remaining Contractual Term

 

Aggregate Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2007

183,645

 

$

21.81

 

 

6.0

Yrs.

 

$

1,780,000

 

Exercised

(14,384

 

 

12.91

 

 

 

 

 

 

 

 

Outstanding at June 30, 2007

169,261

 

$

22.57

 

 

6.0

 

 

$

1,723,000

 

Exerciseable at June 30, 2007

146,761

 

$

21.19

 

 

6.2

 

 

$

1,697,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option. The intrinsic value of options exercised during the first six months of 2007 was $284,000, cash received from such exercises was $188,000 and the tax benefit recognized was $98,000.

 

4. Cash Flow Information

 

For the purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits with banks and federal funds sold, all of which mature within 90 days.

 

8

 


Cash payments for interest for the six months ended June 30, 2007 and 2006 were $6,040,000 and $4,311,000 respectively. Cash payments for income taxes in 2007 were $1,333,000 compared to $1,244,000 in 2006. Non-cash investing activities for 2007 and 2006 included foreclosed mortgage loans and repossession of other assets of $35,000 and $65,000, respectively.

 

5. Comprehensive Income

 

Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. The components of other comprehensive income and related tax effects are as follows.

 

 

(in thousands)

Three Months Ended June 30,

 

Six Months

Ended June 30,

 

2007

 

 

2006

 

2007

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding losses on available for sale securities

$

(702

)

 

 

$

(287

)

 

$

(408

)

 

 

$

(486

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for gains
realized in net income

 

(15

)

 

 

 

(14

)

 

 

(15

)

 

 

 

(21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized losses

 

(717

)

 

 

 

(301

)

 

 

(423

)

 

 

 

(507

)

Income tax (benefit)

 

(246

)

 

 

 

(103

)

 

 

(148

)

 

 

 

(173

)

Other comprehensive income (loss)

$

(471

)

 

 

$

(198

)

 

$

(275

)

 

 

$

(334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6. Off-Balance Sheet Financial Instruments and Guarantees

 

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

 

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

9

 


A summary of the Bank’s financial instrument commitments is as follows:

 

 

(in thousands)

 

June 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Commitments to grant loans

 

$

12,085

 

$

17,328

 

Unfunded commitments under lines of credit

 

 

31,940

 

 

32,547

 

Standby letters of credit

 

 

7,302

 

 

7,137

 

 

 

 

 

 

 

 

 

 

 

$

51,327

 

$

57,012

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

 

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payment required under the corresponding guarantees. The current amount of the liability as of June 30, 2007 for guarantees under standby letters of credit issued is not material.

 

7. New Accounting Pronouncements

 

In April 2007, the FASB directed the FASB Staff to issue FSP No. FIN 39-1, “Amendment of FASB Interpretation No. 39” (“FSP FIN 39-1”). FSP FIN 39-1 modifies FIN No. 39, “Offsetting of Amounts Related to Certain Contracts, “and permits companies to offset cash collateral receivables or payables with net derivative positions under certain circumstances. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. We are evaluating the effect of adopting FSP FIN 39-1 on our Consolidated Financial Statements.

 

In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48” (FSP FIN 48-1). FSP FIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007.

 

10

 


The implementation of this standard did not have a material impact on our consolidated financial position or results of operations.

 

Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 156, “Accounting for Servicing of Financial Assets – An Amendment of FASB Statement No. 140” (SFAS 156”). SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. The adoption of SFAS 156 did not have a significant effect on the consolidated financial statements.

 

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No,. 48, “Accounting for Uncertainty in Income Taxes”. The Interpretation provides clarification on accounting for uncertainty in income taxes recognized in an enterprises’s financial statements in accordance with FASB Statement of Financial Accounting Standard (SFAS) No. 109, “Accounting for Income Taxes”. The Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecogntion, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the Company’s evaluation of the implementation of FIN 48, no significant income tax uncertainties were identified. Therefore, the Company recognized no adjustment for unrecognized income tax benefits during the three months ended March 31, 2007. Our policy is to recognize interest and penalties on unrecognized tax benefits in “Federal income taxes” in the Consolidated Statements of Income. The amount of interest and penalties for the three months ended March 31, 2007 was immaterial. The tax years subject to examination by the taxing authorities are the years ending December 31, 2006, 2005, 2004 and 2003.

 

In March 2007, the FASB ratified EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for nonvested equity-classified employee share-based payment awards as an increase to additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. The Company does not expect EITF 06-11 will have a material impact on its consolidated financial position, results of operations or cash flows.

 

In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 “Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements” (EITF 06-10). EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently assessing the impact of EITF 06-10 on its consolidated financial position and results of operations.

 

11

 


In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. “SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for our Company January 1, 2008. The Company is evaluating the impact that the adoption of SFAS No. 159 will have on our consolidated financial statements.

 

On September 7, 2006, the Task Force reached a conclusion on EITF Issue No. 06-5, “Accounting for Purchases of Life Insurance – Determining the Amount that Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance” (“EITF 06-5”). The Scope of EITF 06-5 consists of six separate issues relating to accounting for life insurance policies purchased by entities protecting against the loss of “key persons.” The six issues are clarifications of previously issued guidance on FASB Technical Bulletin No. 85-4. EITF 06-5 is effective for fiscal years beginning after December 15, 2006. The Company does not expect it to have a material impact on the Company’s consolidated financial statements.

 

In September 2006, the FASB’s Emerging Issues Task Force (EIFT) issued EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements” (“EITF 06-4). EITF 06-4 requires the recognition of a liability related to the postretirement benefits covered by an endorsement split-dollar life insurance arrangement. The consensus highlights that the employer (who is also the policyholder) has a liability for the benefit it is providing to its employee. As such, if the policyholder has agreed to maintain the insurance policy in force for the employee’s benefit during his or her retirement, then the liability recognized during the employee’s active service period should be based on the future cost of insurance to be incurred during the employee’s retirement. Alternatively if the policy holder has agreed to provide the employee with a death benefit, then the liability for the future death benefit should be recognized by following the guidance in SFAS No. 106 or Accounting Principals Board (APB) Opinion No. 12, as appropriate. For transition, an entity can choose to apply the guidance using either of the following approaches: (a) a change in accounting principle through retrospective application to all periods presented or (b) a change in accounting principle through a cumulative-effect adjustment to the balance in retained earnings at the beginning of the year of adoption. The disclosures are required in fiscal years beginning after December 15, 2007, with early adoption permitted. The Company is evaluating the potential impact of this guidance on Company’s consolidated financial statements.

 

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. FASB Statement 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. We are currently evaluating the potential impact, if any, of the adoption of FASB Statement No. 157 on our consolidated financial position, results of operations and cash flows.

 

12

 


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words believes, anticipates, contemplates, expects, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in 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. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Critical Accounting Policies

 

Note 2 to the Company’s consolidated financial statements for the year ended December 31, 2006 (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

 

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, accounting for stock options, the valuation of deferred tax assets and the determination of other-than-temporary impairment losses on securities. Please refer to the discussion of the allowance for loan losses calculation under “Non-performing Assets and Allowance for Loan Losses” in the “Financial Condition” section.

 

The Company adopted SFAS No. 123(R) “Share-Based Payment” as of January 1, 2006, which requires that transactions be recognized as compensation cost in the income statement based on their fair values on the measurement date, which, for the Company is the grant date. The Norwood Financial Corp 2006 Stock Option Plan was approved on April 25, 2006 and the Company granted 47,700 options during 2006. For the three and six months ended June 30, 2007, salaries and employee benefit expense includes $67,000 and $151,000 related to the adoption of Statement No. 123(R) and $34,000 for the three and six months ended June 30, 2006.

 

The deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes. Although realization is not assured, the Company believes that it is more likely than not that all deferred tax assets will be realized.

 

13

 


 

In estimating other-than-temporary impairment losses on securities, the Company considers 1) the length of time and extent to which the fair value has been less than cost 2) the financial condition of the issuer and 3) the intent and ability of the Company to hold the security to allow for a recovery to fair value. The Company believes that the unrealized losses at June 30, 2007 and December 31, 2006 represent temporary impairment of the securities, related to changes in interest rates.

 

Changes in Financial Condition

 

General

 

Total assets as of June 30, 2007 were $474.0 million compared to $454.4 million as of December 31, 2006, an increase of $19.6 million, or 4.3%. The increase reflects a $6.1 million increase in loans receivable and a $9.4 million increase in cash and cash equivalents, funded by a $15.6 million increase in deposits.

 

Securities

 

The fair value of securities available for sale as of June 30, 2007 was $116.3 million compared to $112.9 million as of December 31, 2006. The Company purchased $31.2 million of securities using the proceeds from $27.2 million of securities called, maturities and principal reductions and from deposit growth.

 

The carrying value of the Company’s securities portfolio (Available-For-Sale and Held-to-Maturity) consisted of the following:

 

 

 

June 30, 2007

 

December 31, 2006

(dollars in thousands)

 

Amount

 

% of portfolio

 

Amount

 

% of portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

US Government agencies

 

$

46,014

 

39.2

%

 

$

47,581

 

41.8

%

States and political subdivisions

 

 

20,583

 

17.6

 

 

 

17,419

 

15.3

 

Corporate securities

 

 

3,968

 

3.4

 

 

 

8,439

 

7.4

 

Mortgage-backed securities

 

 

45,082

 

38.4

 

 

 

38,652

 

33.9

 

Equity securities

 

 

1,607

 

1.4

 

 

 

1,775

 

1.6

 

Total

 

$

117,254

 

100.0

%

 

$

113,866

 

100.0

%

 

 

The Company has securities in an unrealized loss position. In Management’s opinion, the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. The Company’s available-for-sale portfolio has an average repricing term of 3.1 years. Interest rates in the 2-4 year section of the treasury yield curve increased during the six months ended June 30, 2007 unfavorably impacting the fair value of individual securities. Management believes that the unrealized losses represent temporary impairment of the securities and are the result of changes in interest rates. The Company has the intent and ability to hold these investments until maturity or market price recovery.

 

14

 


Loans Receivable

 

Loans receivable totaled $321.7 million compared to $315.6 million as of December 31, 2006. Commercial real estate loans increased $2.8 million. The growth in residential real estate loans of $9.2 million has principally been in fixed rate first lien residential mortgages and home equity loans. The Company does not originate any non-traditional mortgage products such as interest-only loans or option adjustable-rate mortgages, does not participate in the sub-prime mortgage lending market, nor offer any terms over 30 years.

 

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated:

 

Types of loans

June 30, 2007

 

December 31, 2006

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate-Residential

$

122,945

 

 

38.2

%

 

$

113,783

 

 

36.0

%

Commercial

 

130,471

 

 

40.5

 

 

 

127,640

 

 

40.4

 

Construction

 

17,933

 

 

5.6

 

 

 

18,955

 

 

6.0

 

Commercial, financial and agricultural

 

31,187

 

 

9.7

 

 

 

34,019

 

 

10.8

 

Consumer loans to individuals

 

19,421

 

 

6.0

 

 

 

21,520

 

 

6.8

 

Total loans

 

321,957

 

 

100.0

%

 

 

315,917

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred fees (net)

 

(303

)

 

 

 

 

 

(350

)

 

 

 

 

 

321,654

 

 

 

 

 

 

315,567

 

 

 

 

Allowance for loan losses

 

(3,900

)

 

 

 

 

 

(3,828

)

 

 

 

Net loans receivable

$

317,754

 

 

 

 

 

$

311,739

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 


Allowance for Loan Losses and Non-performing Assets

 

Following is a summary of changes in the allowance for loan losses for the periods indicated:

 

 

Three Months Ended

 

 

Six Months Ended

 

June 30,

 

 

June 30,

(dollars in thousands)

2007

 

2006

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning

$

3,871

 

 

$

3,743

 

 

 

$

3,828

 

 

$

3,669

 

Provision for loan losses

 

55

 

 

 

55

 

 

 

 

105

 

 

 

125

 

Charge-offs

 

(39

)

 

 

(23

)

 

 

 

(67

)

 

 

(50

)

Recoveries

 

13

 

 

 

19

 

 

 

 

34

 

 

 

50

 

Net charge-offs

 

(26

)

 

 

(4

)

 

 

 

(33

)

 

 

 

Balance, ending

$

3,900

 

 

$

3,794

 

 

 

$

3,900

 

 

$

3,794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance to total loans

 

1.21

%

 

 

1.27

%

 

 

 

1.21

%

 

 

1.27

%

Net charge-offs to average loans
(annualized)

 

.03

%

 

 

.01

%

 

 

 

.02

%

 

 

 

 

 

The allowance for loan losses totaled $3,900,000 as of June 30, 2007 and represented 1.21% of total loans compared to $3,828,000 and 1.21% as of December 31, 2006. The Company had net charge-offs of $33,000 for the six months ended June 30, 2007 compared to -0- for the similar period in 2006. The charge-offs in 2007 were principally due to losses on repossessed automobiles. The provision for loan losses for the six months ended June 30, 2007, was $105,000, compared to $125,000 for the similar period in 2006.

 

The Company assesses the adequacy of the allowance for loan losses on a quarterly basis. The process includes an analysis of the risks inherent in the loan portfolio. It includes an analysis of impaired loans and a historical review of credit losses by loan type. Other factors considered include: concentration of credit in specific industries; economic and industry conditions; trends in delinquencies and loan risk-rated classifications, large dollar exposures and loan growth. Management considers the allowance adequate at June 30, 2007 based on the Company’s criteria. However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, if any that might be incurred in the future.

 

16

 


As of June 30, 2007, non-performing loans totaled $477,000, which is .15% of total loans compared to $409,000, or .13% of total loans at December 31, 2006. The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:

 

 

 

June 30, 2007

 

December 31, 2006

(dollars in thousands)

 

 

 

 

 

 

 

 

 

Loans accounted for on a non accrual basis:

 

 

 

 

 

 

 

 

 

Commercial and all other

 

$

 

 

 

$

 

Real Estate

 

 

450

 

 

 

 

392

 

Consumer

 

 

11

 

 

 

 

17

 

Total

 

 

461

 

 

 

 

409

 

 

 

 

 

 

 

 

 

 

 

Accruing loans which are contractually

 

 

 

 

 

 

 

 

 

past due 90 days or more

 

 

16

 

 

 

 

 

Total non-performing loans

 

 

477

 

 

 

 

409

 

Foreclosed real estate

 

 

 

 

 

 

 

Total non-performing assets

 

$

477

 

 

 

$

409

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

$

3,900

 

 

 

$

3,828

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses coverage of non-performing loans

 

 

8.2

x

 

 

 

9.4

x

Non-performing loans to total loans

 

 

.15

%

 

 

 

.13

%

Non-performing assets to total assets

 

 

.10

%

 

 

 

.09

%

 

Deposits  

 

Total deposits as of June 30, 2007 were $373.7 million increasing from $358.1 million as of December 31, 2006. The increase of $15.6 million was used to fund loan growth of $6.1 million, and an increase in investment securities available for sale of $3.4 million with the remainder invested in Federal Funds Sold. The increase in non-interest bearing demand deposits of $6.6 million and money market accounts of $5.1 million is due in part to new commercial accounts and seasonality of certain corporate and municipal accounts. Savings increased $4.0 million principally due to one significant short-term deposit from a commercial customer.

 

17

 


The following table sets forth deposit balances as of the dates indicated.

 

(dollars in thousands)

June 30, 2007

 

December 31, 2006

 

 

 

 

 

 

 

 

Non-interest bearing demand

$

60,440

 

$

53,856

 

Interest bearing demand

 

38,487

 

 

36,600

 

Money Market

 

55,176

 

 

50,048

 

Savings

 

49,165

 

 

45,144

 

Time deposits <$100,000

 

115,445

 

 

115,719

 

Time deposits >$100,000

 

55,031

 

 

56,736

 

 

 

 

 

 

 

 

Total

$

373,744

 

$

358,103

 

 

 

 

 

 

 

 

 

Short-term Borrowings

 

Short-term borrowings as of June 30, 2007 were $19.1 million compared to $22.7 million as of December 31, 2006.

 

Short-term borrowings consist of the following:

 

 

(dollars in thousands)

 

June 30, 2007

 

 

December 31, 2006

 

 

 

 

 

 

 

 

 

 

Securities sold under agreements to repurchase

 

$

18,147

 

 

$

21,736

 

U.S. Treasury demand notes

 

 

1,000

 

 

 

1,000

 

 

 

$

19,147

 

 

$

22,736

 

 

 

Other Borrowings

 

Other borrowings consist of notes from the Federal Home Loan Bank of Pittsburgh as detailed in the following: (dollars in thousands)

 

 

 

June 30, 2007

 

December 31, 2006

 

Fixed rate note due April 2008 at 4.17%

 

$

5,000

 

$

5,000

 

Convertible note due April 2009 at 5.53%

 

 

5,000

 

 

5,000

 

Convertible note due January 2011 at 5.24%

 

 

3,000

 

 

3,000

 

Convertible note due January 2017 at 4.71%

 

 

10,000

 

 

 

 

 

$

23,000

 

$

13,000

 

 

 

18

 


The convertible notes contain an option that allows the FHLB, at quarterly intervals to change the note to an adjustable-rate advance at three-month LIBOR plus 11 to 16 basis points. If the notes are converted, the option allows the Bank to put the funds back to the FHLB without penalty.

 

Off- Balance Sheet Arrangements

 

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.

 

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

A summary of the contractual amount of the Company’s financial instrument commitments is as follows:

 

 

 

 

June 30,

2007

 

December  31,

2006

 

 

 

(in thousands)

 

Commitments to grant loans

 

$

12,085

 

$

12,611

 

Unfunded commitments under lines of credit

 

 

31,940

 

 

34,152

 

Standby letters of credit

 

 

7,302

 

 

7,215

 

 

 

 

 

 

 

 

 

 

 

$

51,327

 

$

53,978

 

 

 

Stockholders’ Equity and Capital Ratios

 

At June 30, 2007, total stockholders’ equity totaled $53.1 million, compared to $52.2 million as of December 31, 2006. The net change in stockholders’ equity was primarily due to $3,033,000 in net income, that was partially offset by $1,281,000 of cash dividends declared. In addition, accumulated other comprehensive loss increased $275,000 due to a decrease in fair value of securities in the available for sale portfolio. This decrease in fair value is the result of a change in interest rates, which may impact the fair value of the securities. Because of interest rate volatility, the Company’s accumulated other comprehensive loss could materially fluctuate for each interim and year-end period.       

 

19

 


A comparison of the Company’s regulatory capital ratios is as follows:

 

 

 

June 30, 2007

 

December 31, 2006

 

Tier 1 Capital

 

 

 

 

 

(To average assets)

 

11.43

%

11.43

%

Tier 1 Capital

 

 

 

 

 

(To risk-weighted assets)

 

16.04

%

15.67

%

Total Capital

 

 

 

 

 

(To risk-weighted assets)

 

17.35

%

16.99

%

 

The minimum capital requirements imposed by the FDIC on the Bank for leverage, Tier 1 and Total Capital are 4%, 4% and 8%, respectively. The Company has similar capital requirements imposed by the Board of Governors of the Federal Reserve System (FRB). The Bank is also subject to more stringent Pennsylvania Department of Banking (PDB) guidelines. The Bank’s capital ratios do not differ significantly from the Company’s ratios. Although not adopted in regulation form, the PDB utilizes capital standards requiring a minimum of 6.5% leverage capital and 10% total capital. The Company and the Bank were in compliance with the FRB, FDIC and PDB capital requirements as of June 30, 2007 and December 31, 2006.

 

Liquidity

 

As of June 30, 2007, the Company had cash and cash equivalents of $18.9 million in the form of cash, due from banks, federal funds sold and short-term deposits with other institutions. In addition, the Company had total securities available for sale of $116.3 million which could be used for liquidity needs. This totals $135.2 million and represents 28.5% of total assets compared to $122.4 million and 26.9% of total assets as of December 31, 2006. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of June 30, 2007 and December 31, 2006. Based upon these measures, the Company believes its liquidity is adequate.

 

Capital Resources

 

The Company has a line of credit commitment available from the Federal Home Loan Bank (FHLB) of Pittsburgh for borrowings of up to $20,000,000 which expires in December 2011. There were no borrowings under this line at June 30, 2007 and December 31, 2006. The Company has line of credit commitments available from PNC Bank for $12,000,000, Atlantic Central Bankers Bank for $7,000,000 and Wachovia Bank for $2,000,000. There were no borrowings under these lines of credit at June 30, 2007 or December 31, 2006.

 

The Bank’s maximum borrowing capacity with the FHLB totals approximately $224 million of which $23 million was outstanding at June 30, 2007 and $13 million at December 31, 2006. Advances from the FHLB are secured by qualifying assets of the Bank.         

 

20

 


Results of Operations

NORWOOD FINANCIAL CORP.

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax Equivalent Basis, dollars in thousands)

 

 

 

Three Months Ended June 30,

 

 

 

2007

 

 

2006

 

 

 

Average Balance

(2)

 

Interest (1)

 

Average Rate

(3)

 

 

Average Balance (2)

 

Interest (1)

 

Average Rate

(3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

5,997

 

$

78

 

5.20

%

 

$

6,468

 

$

82

 

5.07

%

Interest bearing deposits with banks

 

 

909

 

 

12

 

5.28

 

 

 

97

 

 

1

 

4.12

 

Securities held-to-maturity(1)

 

 

955

 

 

20

 

8.38

 

 

 

954

 

 

21

 

8.81

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

97,606

 

 

1,095

 

4.49

 

 

 

98,966

 

 

901

 

3.64

 

Tax-exempt

 

 

18,903

 

 

287

 

6.07

 

 

 

16,953

 

 

227

 

5.36

 

Total securities available for sale (1)

 

 

116,509

 

 

1,382

 

4.74

 

 

 

115,919

 

 

1,128

 

3.89

 

Loans receivable (4) (5)

 

 

320,091

 

 

5,918

 

7.40

 

 

 

295,870

 

 

5,232

 

7.07

 

Total interest earning assets

 

 

444,461

 

 

7,410

 

6.67

 

 

 

419,308

 

 

6,464

 

6.17

 

Non-interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

8,409

 

 

 

 

 

 

 

 

8,799

 

 

 

 

 

 

Allowance for loan losses

 

 

(3,889

)

 

 

 

 

 

 

 

(3,776

)

 

 

 

 

 

Other assets

 

 

17,412

 

 

 

 

 

 

 

 

17,159

 

 

 

 

 

 

Total non-interest earning assets

 

 

21,932

 

 

 

 

 

 

 

 

22,182

 

 

 

 

 

 

Total Assets

 

$

466,393

 

 

 

 

 

 

 

$

441,490

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand and money market

 

$

91,807

 

 

463

 

2.02

 

 

$

101,235

 

 

450

 

1.78

 

Savings

 

 

47,384

 

 

56

 

0.47

 

 

 

51,581

 

 

59

 

0.46

 

Time

 

 

171,043

 

 

1,955

 

4.57

 

 

 

133,001

 

 

1,229

 

3.70

 

Total interest bearing deposits

 

 

310,234

 

 

2,474

 

3.19

 

 

 

285,817

 

 

1,738

 

2.43

 

Short-term borrowings

 

 

19,625

 

 

205

 

4.18

 

 

 

16,380

 

 

163

 

3.98

 

Other borrowings

 

 

23,000

 

 

281

 

4.89

 

 

 

32,626

 

 

420

 

5.15

 

Total interest bearing liabilities

 

 

352,859

 

 

2,960

 

3.36

 

 

 

334,823

 

 

2,321

 

2.77

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

55,694

 

 

 

 

 

 

 

 

54,508

 

 

 

 

 

 

Other liabilities

 

 

4,335

 

 

 

 

 

 

 

 

3,068

 

 

 

 

 

 

Total non-interest bearing liabilities

 

 

60,029

 

 

 

 

 

 

 

 

57,576

 

 

 

 

 

 

Stockholders’ equity

 

 

53,505

 

 

 

 

 

 

 

 

49,091

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

466,393

 

 

 

 

 

 

 

$

441,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent basis)

 

 

 

 

 

4,450

 

3.31

%

 

 

 

 

 

4,143

 

3.39

%

Tax-equivalent basis adjustment

 

 

 

 

 

(164

)

 

 

 

 

 

 

 

(114

)

 

 

Net interest income

 

 

 

 

$

4,286

 

 

 

 

 

 

 

$

4,029

 

 

 

Net interest margin (tax equivalent basis)

 

 

 

 

 

 

 

4.00

%

 

 

 

 

 

 

 

3.95

%

 

(1)

Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.

(2)

Average balances have been calculated based on daily balances.

(3)

Annualized

(4)

Loan balances include non-accrual loans and are net of unearned income.

(5)

Loan yields include the effect of amortization of deferred fees, net of costs.

 

21

 


Rate/Volume Analysis. The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

 

 

Increase/(Decrease)
Three Months Ended June 30, 2007 Compared to
Three Months Ended June 30, 2006
Variance due to

 

 

 

Volume

 

Rate

 

Net

 

 

 

(dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

(15

)

$

11

 

$

(4

)

Interest bearing deposits with banks

 

 

11

 

 

 

 

11

 

Securities held to maturity

 

 

 

 

(1

)

 

(1

)

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

(83

)

 

277

 

 

194

 

Tax-exempt securities

 

 

28

 

 

32

 

 

60

 

Total securities

 

 

(55

)

 

309

 

 

254

 

Loans receivable

 

 

441

 

 

245

 

 

686

 

Total interest earning assets

 

 

382

 

 

564

 

 

946

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand and money market

 

 

(193

)

 

206

 

 

13

 

Savings

 

 

(13

)

 

10

 

 

(3

)

Time

 

 

397

 

 

329

 

 

726

 

Total interest bearing deposits

 

 

191

 

 

545

 

 

736

 

Short-term borrowings

 

 

34

 

 

8

 

 

42

 

Other borrowings

 

 

(119

)

 

(20

)

 

(139

)

Total interest bearing liabilities

 

 

106

 

 

553

 

 

639

 

Net interest income (tax-equivalent basis)

 

$

276

 

$

31

 

$

307

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparison of Operating Results for Three Months Ended June 30, 2007 and June 30, 2006

 

General

 

For the three months ended June 30, 2007, net income totaled $1,570,000, an increase of $94,000, or 6.4% over the $1,476,000 earned in the similar period of 2006. Earnings per share for the current period were $.56 basic and $.55 on a diluted basis compared to $.53 basic and $.52 on a diluted basis for the three months ended June 30, 2006. The resulting annualized return on average assets and return on average equity for the three months ended June 30, 2007 were 1.35% and 11.77%, respectively, compared to 1.34% and 12.06% respectively, for the similar period in 2006.

 

22

 


The following table sets forth changes in net income:

 

 

(dollars in thousands)

 

Three Months Ended
June 30, 2007 to

June 30, 2006

 

 

 

 

 

 

Net income three months ended June 30, 2006

 

$

1,476

 

 

 

 

 

 

Change due to:

 

 

 

 

Net interest income

 

 

257

 

Provision for loan losses

 

 

 

Net realized gains on sales of securities

 

 

1

 

Gains on sale of mortgage loans and servicing rights

 

 

(106

)

All other income

 

 

(41

)

Salaries and employee benefits

 

 

18

 

All other expenses

 

 

(24

)

Income tax effect

 

 

(11

)

 

 

 

 

 

Net income three months ended June 30, 2007

 

$

1,570

 

 

 

 

 

 

 

Net Interest Income

 

Net interest income on a fully taxable equivalent basis (fte) for the three months ended June 30, 2007 totaled $4,450,000, an increase of $307,000 or 7.4% over the similar period in 2006. The fte net interest spread and net interest margin were 3.31% and 4.00%, respectively, compared to 3.39% and 3.95%, respectively for the three months ended June 30, 2006. The increase in the net interest margin was principally due to the increase in the yield on the securities available for sale portfolio, 85 basis points and $24.2 million increase in the loan portfolio with a 33 basis point increase in its yield. This offset the 76 basis point increase in the cost of interest-bearing deposits.

 

Interest income (fte) totaled $7,410,000 with a fte yield of 6.67% for the three months ended June 30, 2007 increasing from $6,464,000 and 6.17% for the similar period in 2006. Average loans increased $24.2 million to $320.1 million and represented 72.0% of average earning assets compared to 70.6% for the 2006 period. The average yield on loans also increased to 7.40% in the current period compared to 7.07% in the 2006 period. The increase is principally due to a higher average prime interest rate of 8.25% for the three months ended June 30, 2007, compared to 7.89% for the similar period in 2006. The yield on the securities available for sale portfolio increased 85 basis points to 4.74% in the current period. The increase is principally due to lower yielding securities maturing with the proceeds reinvested at higher yields.

 

Interest expense for the three months ended June 30, 2007 totaled $2,960,000 at an average cost of 3.36% increasing from $2,321,000 and 2.77% for the similar period in 2006. As a result of the increase in short-term interest rates, the Company has increased rates paid on money market accounts and short-term time deposits. The cost of time deposits averaged 4.57%

 

23

 


for the current period compared to 3.70% for the similar period in 2006. This was partially offset by a decrease in other borrowings which averaged $23 million at a cost of 4.89% for the 2007 period compared to $32.6 million at a cost of 5.15% for the similar period in 2006. Deposits have also shifted to higher costing instruments with average time deposits representing 48.5% of interest-bearing liabilities in 2007 compared to 39.7% in 2006.

 

Other Income

 

Other income for the three months ended June 30, 2007 totaled $857,000 a decrease of $146,000 compared to $1,003,000 for the similar period in 2006. The decrease was principally due to $107,000 of gains on the sale of mortgage loans and servicing rights in 2006 compared to $1,000 in such gains in the 2007 period. Service charges on deposits decreased $19,000 as a result of the growth in checking account products with no monthly service fee.

 

Other Expenses

 

Other expense totaled $2,847,000 for the three months ended June 30, 2007 compared to $2,841,000 for the similar period in 2006. Salaries and employee benefits decreased $18,000 due to lower employee stock ownership plan expense of $150,000 partially offset by higher 401k expense of $40,000 and stock option expense of $34,000. Occupancy and equipment expenses increased $46,000 principally due to the costs associated with the Tannersville branch which opened in December 2006. The Company also recorded a $40,000 loss (included in Other) on a fraudulent check claim from another financial institution in 2006 with no similar expense in 2007.

 

Income Tax Expense

 

Income tax expense totaled $671,000 for the three months ended June 30, 2007, for an effective tax rate of 29.9% compared to $660,000 and an effective tax rate of 30.9% for the similar period in 2006. The decrease in the marginal rate was due in part to a higher level of tax exempt income.

 

24

 


Results of Operations

NORWOOD FINANCIAL CORP.

Consolidated Average Balance Sheets with Resultant Interest and Rates

(Tax Equivalent Basis, dollars in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2007

 

2006

 

 

 

Average Balance
(2)

 


Interest
(1)

 

Average
Rate
(3)

 

Average
Balance
(2)

 


Interest
(1)

 

Average
Rate
(3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

3,734

 

$

97

 

5.20

%

$

3,252

 

$

82

 

5.04

%

Interest bearing deposits with banks

 

 

533

 

 

14

 

5.25

 

 

123

 

 

3

 

4.88

 

Securities held-to-maturity(1)

 

 

955

 

 

42

 

8.80

 

 

1,007

 

 

46

 

9.14

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

97,717

 

 

2,140

 

4.38

 

 

99,096

 

 

1,759

 

3.55

 

Tax-exempt

 

 

18,333

 

 

528

 

5.76

 

 

18,038

 

 

494

 

5.48

 

Total securities available for sale (1)

 

 

116,050

 

 

2,668

 

4.60

 

 

117,134

 

 

2,253

 

3.85

 

Loans receivable (4) (5)

 

 

320,013

 

 

11,797

 

7.37

 

 

293,156

 

 

10,226

 

6.98

 

Total interest earning assets

 

 

441,285

 

 

14,618

 

6.63

 

 

414,672

 

 

12,610

 

6.08

 

Non-interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

8,273

 

 

 

 

 

 

 

8,458

 

 

 

 

 

 

Allowance for loan losses

 

 

(3,873

)

 

 

 

 

 

 

(3,742

)

 

 

 

 

 

Other assets

 

 

17,216

 

 

 

 

 

 

 

16,911

 

 

 

 

 

 

Total non-interest earning assets

 

 

21,616

 

 

 

 

 

 

 

21,627

 

 

 

 

 

 

Total Assets

 

$

462,901

 

 

 

 

 

 

$

436,299

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand and money market

 

$

88,766

 

 

893

 

2.01

 

$

99,113

 

 

809

 

1.63

 

Savings

 

 

46,030

 

 

107

 

0.46

 

 

52,148

 

 

120

 

0.46

 

Time

 

 

173,315

 

 

3,960

 

4.57

 

 

135,595

 

 

2,399

 

3.54

 

Total interest bearing deposits

 

 

308,111

 

 

4,960

 

3.22

 

 

286,856

 

 

3,328

 

2.32

 

Short-term borrowings

 

 

21,093

 

 

461

 

4.37

 

 

17,494

 

 

350

 

4.00

 

Other borrowings

 

 

21,619

 

 

527

 

4.88

 

 

27,840

 

 

713

 

5.12

 

Total interest bearing liabilities

 

 

350,823

 

 

5,948

 

3.39

 

 

332,190

 

 

4,391

 

2.64

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

54,542

 

 

 

 

 

 

 

52,373

 

 

 

 

 

 

Other liabilities

 

 

4,432

 

 

 

 

 

 

 

2,912

 

 

 

 

 

 

Total non-interest bearing liabilities

 

 

58,974

 

 

 

 

 

 

 

55,285

 

 

 

 

 

 

Stockholders’ equity

 

 

53,104

 

 

 

 

 

 

 

48,824

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

462,901

 

 

 

 

 

 

$

436,299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent basis)

 

 

 

 

 

8,670

 

3.23

%

 

 

 

 

8,219

 

3.44

%

Tax-equivalent basis adjustment

 

 

 

 

 

(293

)

 

 

 

 

 

 

(264

)

 

 

Net interest income

 

 

 

 

$

8,377

 

 

 

 

 

 

$

7,955

 

 

 

Net interest margin (tax equivalent basis)

 

 

 

 

 

 

 

3.93

%

 

 

 

 

 

 

3.96

%

 

(1)

Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.

(2)

Average balances have been calculated based on daily balances.

(3)

Annualized

(4)

Loan balances include non-accrual loans and are net of unearned income.

(5) Loan yields include the effect of amortization of deferred fees, net of costs.

25

 


 

Rate/Volume Analysis

 

The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

 

 

Increase/(Decrease)
Six Months Ended June 30, 2007 Compared to
Six Months Ended June 30, 2006
Variance due to

 

 

 

Volume

 

Rate

 

Net

 

 

 

(dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

12

 

$

3

 

$

15

 

Interest bearing deposits with banks

 

 

11

 

 

 

 

11

 

Securities held to maturity

 

 

(2

)

 

(2

)

 

(4

)

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

(71

)

 

452

 

 

381

 

Tax-exempt securities

 

 

8

 

 

26

 

 

34

 

Total securities

 

 

(63

)

 

478

 

 

415

 

Loans receivable

 

 

970

 

 

601

 

 

1,571

 

Total interest earning assets

 

 

928

 

 

1,080

 

 

2,008

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand and money market

 

 

(207

)

 

291

 

 

84

 

Savings

 

 

(16

)

 

3

 

 

(13

)

Time

 

 

762

 

 

799

 

 

1,561

 

Total interest bearing deposits

 

 

539

 

 

1,093

 

 

1,632

 

Short-term borrowings

 

 

77

 

 

34

 

 

111

 

Other borrowings

 

 

(153

)

 

(33

)

 

(186

)

Total interest bearing liabilities

 

 

463

 

 

1,098

 

 

1,557

 

Net interest income (tax-equivalent basis)

 

$

465

 

$

(14

)

$

451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparison of Operating Results for Six Months Ended June 30, 2007 and June 30, 2006

 

General

 

Net income for the six months ended June 30, 2007 totaled $3,033,000, increasing $224,000, or 8.0% over the $2,809,000 earned in the similar period in 2006. Basic and diluted earnings per share were $1.09 and $1.07, respectively, in the 2007 period compared to $1.00 and $.98, respectively, for the similar period in 2006. The resulting annualized return on average

 

26

 


assets for the six months ended June 30, 2007 was 1.32%, with an annualized return on average equity of 11.52% as compared to 1.30% and 11.60% for the 2006 period.

 

The following table sets forth changes in net income:

 

 

 

Six Months Ended

 

 

 

June 30, 2007 to

June 30, 2006

 

(dollars in thousands)

 

 

 

Net income six months ended June 30, 2006

 

$

2,809

 

 

 

 

 

 

Change due to:

 

 

 

 

Net interest income

 

 

422

 

Provision for loan losses

 

 

20

 

Net realized gains on sales of securities

 

 

(6

)

Gains on sales of mortgage loans and servicing rights

 

 

(99

)

All other income

 

 

29

 

Salaries and employee benefits

 

 

(73

)

All other expenses

 

 

(28

)

Income tax effect

 

 

(41

)

 

 

 

 

 

Net income six months ended June 30, 2007

 

$

3,033

 

 

 

 

 

 

 

Net Interest Income

 

Net interest income on an fte basis totaled $8,670,000 for the six months ended June 30, 2007, an increase of $451,000 or 5.5% over the similar period in 2006. The fte net interest spread and net interest margin were 3.23% and 3.93%, respectively, compared to 3.44% and 3.96% respectively for the 2006 period.

 

Interest income (fte) totaled $14,618,000 with an average yield of 6.63% for the six months ended June 30, 2007 increasing from $12,610,000 and 6.08% for the similar period in 2006. The increase was principally due to loan growth and the increase in yields on loans and investments. For the 2007 period, average loans totaled $320.0 million and represented 72.5% of average earning assets compared to $293.2 million and 70.7% of total average earning assets for the 2006 period. The average yield on loans also increased to 7.37% for the 2007 period from 6.98% for the similar period in 2006. The increase in yield was principally due to a higher prime rate of interest which averaged 8.25% in 2007 compared to 7.65% for the similar period in 2006. The increase in prime rate increases the yield on the Company’s floating rate commercial loan portfolio and on home equity lines of credit. In addition, the yield on the securities available for sale portfolio increased 75 basis points to 4.60% in the 2007 period. The increase is principally due to lower yielding securities maturing with the proceeds reinvested at higher yields.

 

Interest expense for the six months ended June 30, 2007 totaled $5,948,000 at an average cost of 3.39% increasing from $4,391,000 and 2.64% for the similar period in 2006. As a result of the increase in short-term interest rates, the Company has increased rates paid on money

 

27

 


market accounts and short-term time deposits. The cost of time deposits averaged 4.57% for the current period compared to 3.54% for the similar period in 2006. Deposits have also shifted to higher costing instruments with average time deposits representing 49.4% of interest-bearing liabilities in 2007 compared to 40.8% in 2006.

 

Other Income

 

Other income totaled $1,751,000 for the six months ended June 30, 2007 compared to $1,827,000 for the similar period in 2006. The decrease was principally due to a lower level of gains on mortgage loans and servicing rights, $8,000 in 2007 and $107,000 in 2006. This was partially offset by a $46,000 increase in income from fiduciary activities reflecting higher estate fees.

 

Other Expenses

 

Other expenses for the six months ended June 30, 2007 totaled $5,708,000 an increase of $101,000 or 1.8% over the similar period in 2006. Salaries and employee benefit expense increased $73,000 as lower ESOP expense of $295,000 was offset by higher stock option costs, $116,000, 401k expense, $91,000, and full time salary expense $98,000. The 2007 period includes $183,000 in costs related to the Tannersville Branch which opened in December 2006. The Company incurred a $50,000 robbery loss and $40,000 loss related to a fraudulent check, included in other, in the 2006 period.

 

Effective January 1, 2007, the Federal Deposit Insurance Corporation (FDIC) created a new risk framework of four risk categories and established assessment rates to coincide with each category. Assessment rates for Risk Category I institutions, which includes Wayne Bank, range from 5 to 7 basis points. The FDIC also approved a one-time assessment credit for banks in existence on December 31, 1996, that paid a deposit insurance assessment prior to that date. Management believes that the one-time credit will more than offset the new FDIC assessment cost for 2007. It anticipates that the credit will be depleted in the fourth quarter of 2008. Accordingly, Wayne Bank will begin to recognize the FDIC assessment cost at that time.

 

Income Tax Expense

 

Income tax expense totaled $1,282,000 for an effective tax rate of 29.7% for the six months ended June 30, 2007 compared to $1,241,000 and an effective tax rate of 30.6% for the similar period in 2006. The decrease in the effective tax rate is principally due to higher level of tax exempt income in the 2007 period.

 

28

 


Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Market Risk

 

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO). The principal objective of ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy. Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

 

Net interest income, which is the primary source of the Company’s earnings, is impacted by changes in interest rates and the relationship of different interest rates. To manage the impact of the rate changes, the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals. The Company uses net interest simulation to assist in interest rate risk management. The process includes simulating various interest rate environments and their impact on net interest income. As of June 30, 2007, the level of net interest income at risk in a 200 basis points change in interest rates was within the Company’s policy limits. The Company’s policy allows for a decline of no more than 8% of net interest income.

 

Imbalance in repricing opportunities at a given point in time reflect interest-sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities. These are static gap measurements that do not take into account any future activity, and as such are principally used as early indications of potential interest rate exposures over specific intervals.

 

As of June 30, 2007, the Bank had a positive 90 day interest sensitivity gap of $28.1 million or 5.9% of total assets, increasing from $24 million, 5.3% of total assets as of December 31, 2006. The change was principally due to a $5.9 million increase in federal funds sold. A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval. This would indicate that in a rising rate environment, the yield on interest-earning assets would increase faster than the cost of interest-bearing liabilities in the 90 day time frame. The repricing intervals are managed by ALCO strategies, including adjusting the average life of the investment portfolio, pricing of deposit liabilities to attract longer or shorter term time deposits, loan pricing to encourage variable or fixed rate products and evaluation of loan sales of long-term fixed rate mortgages.

 

29

 


 

June 30, 2007

 

 

 

 

 

 

 

 

 

 

 

Rate Sensitivity Table

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

3 Months

 

3-12 Months

 

1 to 3 Years

 

3 Years

 

Total

 

Federal funds sold and interest bearing deposits

 

$

9,581

 

$

 

$

 

$

 

$

9,581

 

Securities

 

 

15,954

 

 

28,553

 

 

31,883

 

 

40,864

 

 

117,254

 

Loans Receivable

 

 

95,920

 

 

51,122

 

 

71,085

 

 

103,527

 

 

321,654

 

Total RSA

 

 

121,455

 

 

79,675

 

 

102,968

 

 

144,391

 

 

448,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-maturity interest-bearing deposits

 

 

22,299

 

 

24,596

 

 

64,520

 

 

31,413

 

 

142,828

 

Time deposits

 

 

57,643

 

 

83,885

 

 

21,191

 

 

7,757

 

 

170,476

 

Other

 

 

13,419

 

 

11,170

 

 

17,558

 

 

 

 

42,147

 

Total RSL

 

 

93,361

 

 

119,651

 

 

103,269

 

 

39,170

 

 

355,451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Sensitivity Gap

 

$

28,094

 

$

(39,976

)

$

(301

)

$

105,221

 

$

93,038

 

Cumulative gap

 

 

28,094

 

 

(11,882

)

 

(12,183

)

 

93,038

 

 

 

 

RSA/RSL-Cumulative

 

 

130.1

%

 

94.4

%

 

96.1

%

 

126.2

%

 

 

 


December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Sensitivity Gap

 

$

23,962

 

$

(34,427

)

$

8,813

 

$

91,169

 

$

89,517

 

Cumulative gap

 

 

23,962

 

 

(10,465

)

 

(1,652

)

 

89,517

 

 

 

 

RSA/RSL-Cumulative

 

 

126.5

%

 

94.9

%

 

99.5

%

 

126.3

%

 

 

 

 

Item 4. Controls and Procedures

 

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 4T. Control Procedures

 

See Item 4 above

 

30

 


PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Not applicable

 

Item 1A. Risk Factors

 

There have been no material changes in the risk factors affecting the Company that were identified in Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2006.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

 

 

 

 

Issuer Purchases of Equity Securities

 

 

 




Total number
of shares
purchased

 




Average price
paid per
share

 


Total number of
shares purchased
as part of publicly
announced plans
or programs(1)(2)

 

Maximum number
of shares (or approximate
dollar value) that may yet
be purchased
under the plans
or programs

 

 

 

 

 

 

 

 

 

 

 

April 1 – April 30, 2007

 

80

 

$

31.50

 

 

 

May 1 – May 31, 2007

 

16,000

 

 

33.00

 

16,000

 

71,863

 

June 1 – June 30, 2007

 

6,300

 

 

33.00

 

6,300

 

65,563

 

 

 

22,380

 

$

32.99

 

22,300

 

65,563

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Purchases related to the Company’s Employee Stock Ownership Plan (ESOP) related to purchase of shares from terminated participants.

 

(2) On June 15, 2005, the Registrant announced its intention to repurchase up to 5% of its outstanding common stock (approximately 140,700 shares) in the open market.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable

 

31

 


Item 4. Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of the Company was held on April 24, 2007. The following incumbent directors were nominated and duly elected to the Board of Directors for a three-year term expiring in 2009.

 

 

 

FOR

 

WITHHELD

 

Richard L. Snyder

 

2,283,600

 

23,081

 

Ralph A. Matergia

 

2,273,308

 

33,643

 

 

There were no abstentions or broker non-votes.

 

Ratify the appointment of Beard Miller Company LLP as independent accountant of the Company for the fiscal year ending December 31, 2007.

 

FOR

 

AGAINST

 

ABSTAIN

 

2,285,165

 

14,447

 

7,068

 

 

There were no broker non-votes.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

(a)

 

3(i)

 

Articles of Incorporation of Norwood Financial Corp.*

 

 

3(ii)

 

Bylaws of Norwood Financial Corp.*

 

 

4.0

 

Specimen Stock Certificate of Norwood Financial Corp.*

 

 

10.1

 

Amended Employment Agreement with William W. Davis, Jr.**

 

 

10.2

 

Amended Employment Agreement with Lewis J. Critelli **

 

 

10.3

 

Form of Change-In-Control Severance Agreement with seven key employees of the Bank*

 

 

10.4

 

Wayne Bank Stock Option Plan*

 

 

10.5

 

Salary Continuation Agreement between the Bank and William W. Davis, Jr.****

 

 

10.6

 

Salary Continuation Agreement between the Bank and Lewis J. Critelli****

 

 

10.7

 

Salary Continuation Agreement between the Bank and Edward C. Kasper****

 

 

10.8

 

1999 Directors Stock Compensation Plan***

 

 

10.9

 

Salary Continuation Agreement between the Bank and Joseph A. Kneller****

 

 

10.10

 

Salary Continuation Agreement between the Bank and John H. Sanders****

 

 

10.11

 

2006 Stock Option Plan*****

 

 

32

 


 

 

 

10.12

 

First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr.******

 

 

10.13

 

First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli******

 

 

10.14

 

First and Second Amendments to Salary Continuation Agreement with Edward C. Kasper******

 

 

10.15

 

First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller******

 

 

10.16

 

First and Second Amendments to Salary Continuation Agreement with John H. Sanders******

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)

 

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)

 

 

32

 

Section 1350 Certification (Chief Executive Officer)

 

___________________________

 

*

Incorporated herein by reference to the identically numbered exhibits of the Registrant’s Form 10 Registration Statement initially filed with the Commission on April 29, 1996.

 

**

Incorporated herein by reference to the identically numbered exhibits of the Registrant’s Form 8-K filed with the Commission on March 6, 2006.

 

***

Incorporated herein by reference to the identically numbered exhibits of the Registrant’s Form 10-K filed with the Commission on March 20, 2000.

 

****

Incorporated herein by reference to the identically numbered exhibits to Registrant’s Form 10-K filed with the Commission on March 2, 2006.

 

*****

Incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on April 25, 2006.

 

******

Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed April 4, 2006.

 

 

33

 


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 thereunto duly authorized.

 

 

 

NORWOOD FINANCIAL CORP.

 

 

Date:  August 14, 2007

 

 

 

By:

 

 

/s/ William W. Davis, Jr.

 

 

 

William W. Davis, Jr.

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Date:  August 14, 2007

 

 

 

By:

 

 

/s/ Lewis J. Critelli

 

 

 

Lewis J. Critelli

Executive Vice President, Chief Operating Officer and Chief Financial Officer

(Principal Financial Officer)

 

 

 

34