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NORWOOD FINANCIAL CORP - Quarter Report: 2009 September (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 September 30, 2009  

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 xNo o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes o No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act):

 

o Yes

x No

 

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 November 6, 2009

Common stock, par value $0.10 per share

 

2,762,783

 

 

1

 

 


NORWOOD FINANCIAL CORP.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

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

19

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

33

Item 4.

Controls and Procedures

34

 

 

 

PART II -

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

35

Item 1A.

Risk Factors

35

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

35

Item 3.

Defaults upon Senior Securities

35

Item 4.

Submission of Matters to a Vote of Security Holders

35

Item 5.

Other Information

35

Item 6.

Exhibits

35

 

 

 

Signatures

 

37

 

 

 

 

 

 

2

 

 


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars in thousands, except per share data)

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

ASSETS

 

 

 

 

 

 

 

Cash and due from banks

 

$

8,769

 

$

6,463

 

Interest bearing deposits with banks

 

 

280

 

 

17

 

Federal funds sold

 

 

3,000

 

 

 

Cash and cash equivalents

 

 

12,049

 

 

6,480

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

126,349

 

 

130,120

 

Securities held to maturity, fair value 2009:$725, 2008: $720

 

 

708

 

 

707

 

Loans receivable (net of unearned income)

 

 

359,482

 

 

349,404

 

Less: Allowance for loan losses

 

 

4,663

 

 

4,233

 

Net loans receivable

 

 

354,819

 

 

345,171

 

Investment in FHLB Stock, at cost

 

 

3,538

 

 

3,538

 

Bank premises and equipment, net

 

 

5,258

 

 

5,490

 

Bank owned life insurance

 

 

8,329

 

 

8,068

 

Other real estate owned

 

 

562

 

 

660

 

Accrued interest receivable

 

 

2,315

 

 

2,179

 

Other assets

 

 

940

 

 

1,883

 

TOTAL ASSETS

 

$

514,867

 

$

504,296

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Non-interest bearing demand

 

$

63,600

 

$

56,839

 

Interest bearing

 

 

319,263

 

 

302,796

 

Total deposits

 

 

382,863

 

 

359,635

 

Short-term borrowings

 

 

19,553

 

 

38,126

 

Other borrowings

 

 

43,000

 

 

43,000

 

Accrued interest payable

 

 

2,365

 

 

2,247

 

Other liabilities

 

 

3,350

 

 

2,598

 

TOTAL LIABILITIES

 

 

451,131

 

 

445,606

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Common stock, $.10 par value, authorized 10,000,000 shares, issued: 2,840,872

 

 

284

 

 

284

 

Surplus

 

 

9,782

 

 

9,972

 

Retained earnings

 

 

53,430

 

 

50,398

 

Treasury stock at cost: 2009: 78,089 shares, 2008: 104,310 shares

 

 

(2,420

)

 

(3,243

)

Accumulated other comprehensive income

 

 

2,660

 

 

1,279

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

63,736

 

 

58,690

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

514,867

 

$

504,296

 

 

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
September 30,

 

Nine Months Ended

September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

 

$

5,382

 

$

5,509

 

$

16,095

 

$

16,560

 

Securities

 

 

1,297

 

 

1,549

 

 

4,010

 

 

4,575

 

Other

 

 

1

 

 

1

 

 

8

 

 

26

 

Total interest income

 

 

6,680

 

 

7,059

 

 

20,113

 

 

21,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,433

 

 

1,780

 

 

4,354

 

 

6,114

 

Short-term borrowings

 

 

60

 

 

200

 

 

229

 

 

565

 

Other borrowings

 

 

421

 

 

303

 

 

1,248

 

 

808

 

Total interest expense

 

 

1,914

 

 

2,283

 

 

5,831

 

 

7,487

 

NET INTEREST INCOME

 

 

4,766

 

 

4,776

 

 

14,282

 

 

13,674

 

PROVISION FOR LOAN LOSSES

 

 

140

 

 

130

 

 

585

 

 

315

 

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES

 

 

4,626

 

 

4,646

 

 

13,697

 

 

13,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees

 

 

614

 

 

656

 

 

1,854

 

 

1,964

 

Income from fiduciary activities

 

 

99

 

 

91

 

 

263

 

 

293

 

Net realized gains (losses) on sales
of securities

 

 

90

 

 

(27

)

 

423

 

 

(18

)

Gain on sale of loans and servicing rights

 

 

42

 

 

90

 

 

296

 

 

486

 

Gain on sale of deposits

 

 

 

 

 

 

150

 

 

 

Other

 

 

173

 

 

163

 

 

481

 

 

472

 

Total other income

 

 

1,018

 

 

973

 

 

3,467

 

 

3,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

1,611

 

 

1,477

 

 

4,820

 

 

4,521

 

Occupancy, furniture & equipment, net

 

 

367

 

 

403

 

 

1,231

 

 

1,247

 

Data processing related

 

 

194

 

 

183

 

 

593

 

 

551

 

PA shares tax

 

 

139

 

 

130

 

 

414

 

 

387

 

Professional fees

 

 

100

 

 

72

 

 

302

 

 

250

 

FDIC Insurance assessment

 

 

133

 

 

25

 

 

617

 

 

38

 

Other real estate owned

 

 

130

 

 

519

 

 

148

 

 

571

 

Other

 

 

500

 

 

552

 

 

1,644

 

 

1,729

 

Total other expenses

 

 

3,174

 

 

3,361

 

 

9,769

 

 

9,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

2,470

 

 

2,258

 

 

7,395

 

 

7,262

 

INCOME TAX EXPENSE

 

 

695

 

 

666

 

 

2,134

 

 

2,170

 

NET INCOME

 

$

1,775

 

$

1,592

 

$

5,261

 

$

5,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER SHARE

 

$

0.64

 

$

0.58

 

$

1.92

 

$

1.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER SHARE

 

$

0.64

 

$

0.58

 

$

1.90

 

$

1.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements

 

 

4

 

 


NORWOOD FINANCIAL CORP.

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Nine Months Ended September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Common Stock

 

 

 

  Retained

 

Treasury Stock

 

Comprehensive

 

 

 

 

 

Shares

 

Amount

 

 

Surplus

 

 

Earnings

 

Shares

 

Stock

 

Income

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2008

 

2,840,872

 

$

284

 

$

9,972

 

$

50,938

 

104,310

 

($3,243

)

$

1,279

 

$

59,690

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

5,261

 

 

 

 

 

 

 

 

 

5,261

 

  Change in unrealized gains on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        securities available for sale,

net of reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

adjustments and tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,381

 

 

1,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,642

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared $.81 per share

 

 

 

 

 

 

 

 

 

(2,229

)

 

 

 

 

 

 

 

 

(2,229

)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

2,519

 

(68

)

 

 

 

 

(68

)

Stock options exercised

 

 

 

 

 

 

(434

)

 

 

 

(14,163

)

440

 

 

 

 

 

215

 

Tax benefit on stock options exercised

 

 

 

 

 

 

146

 

 

 

 

 

 

 

 

 

 

 

 

67

 

Compensation expense related 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to stock options

 

 

 

 

 

 

98

 

 

 

 

 

 

 

 

 

 

 

 

65

 

Balance, June 30, 2009

 

2,840,872

 

$

284

 

$

9,782

 

$

53,430

 

78,089

 

($2,420

)

$

2,660

 

$

63,736

 

 

 

See accompanying notes to the unaudited consolidated financial statements

 

5

 

 


NORWOOD FINANCIAL CORP.

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

  Net Income

  Adjustments to reconcile net income to net cash provided by operating activities:

 

$

5,261

 

$

5,092

 

   Provision for loan losses

 

 

585

 

 

315

 

   Depreciation

 

 

422

 

 

430

 

   Amortization of intangible assets

 

 

39

 

 

39

 

   Deferred income taxes

 

 

779

 

 

(268

)

   Net amortization of securities premiums and discounts

 

 

102

 

 

33

 

   Net realized gain (loss) on sales of securities

 

 

(423

)

 

18

 

   Gain on sale of deposits

 

 

(150

)

 

 

   Net increase in investment in life insurance

 

 

(261

)

 

(225

)

   Net gain on sale of mortgage loans and servicing rights

 

 

(296

)

 

(486

)

   Loss on sale of bank premises and equipment and other real estate

 

 

118

 

 

540

 

   Mortgage loans originated for sale

 

 

(21,565

)

 

(866

)

   Proceeds from sale of mortgage loans originated for sale

 

 

21,861

 

 

881

 

   Compensation expense related to stock options

 

 

98

 

 

115

 

   Increase in accrued interest receivable and other assets

 

 

(653

)

 

(68

)

   Increase in accrued interest payable and other liabilities

 

 

862

 

 

(232

)

   Net cash provided by operating activities

 

 

6,779

 

 

5,318

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

Proceeds from sales

 

 

13,586

 

 

68

 

Proceeds from maturities and principal reductions on mortgage-backed securities

 

 

34,456

 

 

31,475

 

Purchases

 

 

(41,854

)

 

(38,102

)

Securities held to maturity, proceeds from maturities

 

 

 

 

 

Increase in investment in FHLB stock

 

 

 

 

(1,473

)

Net increase in loans

 

 

(10,446

)

 

(24,740

)

Proceeds from sale of mortgage loans

 

 

 

 

13,975

 

Purchase of bank premises and equipment

 

 

(193

)

 

(289

)

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

 

 

121

 

 

 

Net cash used in investing activities

 

 

(4,330

)

 

(19,086

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Net increase (decrease) in deposits

 

 

26,984

 

 

(9,443

)

Deposits sold

 

 

(3,606

)

 

 

Net increase (decrease) in short-term borrowings

 

 

(18,573

)

 

6,889

 

Repayments of long- term debt

 

 

 

 

(5,000

)

Proceeds from other borrowings

 

 

 

 

25,000

 

Tax benefit of stock options exercised

 

 

146

 

 

134

 

Stock options exercised

 

 

457

 

 

420

 

Acquisition of treasury stock

 

 

(68

)

 

(1,439

)

Cash dividends paid

 

 

(2,220

)

 

(2,056

)

Net cash provided by financing activities

 

 

3,120

 

 

14,505

 

Increase in cash and cash equivalents

 

 

5,569

 

 

737

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

6,480

 

 

9,064

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

12,049

 

$

9,801

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements

 

6

 

 


Notes to the Unaudited Consolidated Financial Statements

1. Basis of Presentation

 

The unaudited 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 nine month periods ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009 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, 2008.

 

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2009 for items that should potentially be recognized or disclosed in these financial statements. The evaluation was conducted through November 9, 2009, the date these financial statements were issued.

 

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
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Basic EPS weighted average shares outstanding

 

2,757

 

2,738

 

2,745

 

2,742

 

Dilutive effect of stock options

 

20

 

26

 

18

 

32

 

Diluted EPS weighted average shares outstanding

 

2,777

 

2,764

 

2,763

 

2,774

 

 

 

 

 

 

 

 

 

 

 

 

Stock options which had no intrinsic value because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation were 103,000 and 89,150 as of September 30, 2009 and 2008, respectively.

7

 

 


 

3. Stock-Based Compensation

 

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, 22,000 options in 2007, 24,000 options in 2008 and 1,000 options in 2009, all of which have a twelve-month vesting period.  As of

September 30, 2009, there was approximately $33,000 of total unrecognized compensation cost related to nonvested options under the plan, which will be fully amortized by April 2010.

 

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

($00)

 

Outstanding at January 1, 2009

 

176,443

 

$

25.95

 

         6.5 Yrs.

 

$

273

 

Exercised

 

(28,740

)

 

15.87

 

 

 

 

 

 

Granted

 

1,000

 

 

28.90

 

9.5

 

 

 

 

Outstanding at September 30, 2009

 

148,703

 

$

27.92

 

5.8

 

$

592

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2009

 

123,703

 

$

27.99

 

4.4

 

$

385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 stock price was $31.10 and $27.50 as of September 30, 2009 and December 31, 2008, respectively. The intrinsic value of options exercised during the nine months ended September 30, 2009 was $311,000, cash received from such exercises was $457,000 and the tax benefit recognized was $146,000.

 

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.

 

Cash payments for interest for the nine months ended September 30, 2009 and 2008 were $5,713,000 and $8,366,000 respectively. Cash payments for income taxes in 2009 were $1,838,000 compared to $2,236,000 in 2008. Non-cash investing activity for 2009 and 2008 included foreclosed mortgage loans transferred to real estate owned and repossession of other assets of $213,000 and $1,250,000, 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.

 

 

 

8

 

 


 

(in thousands)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Unrealized holding gains (losses) on available for sale securities

 

$

1,989

 

$

(953

)

$

2,522

 

$

(2,225

)

Reclassification adjustment for gains (losses) realized in net income

 

 

(90

)

 

27

 

 

(423

)

 

18

 


Net unrealized gains (losses)

 

 

1,899

 

 

(926

)

 

2,099

 

 

(2,207

)

Income tax (benefit), expense

 

 

646

 

 

(313

)

 

718

 

 

(752

)

Other comprehensive income (loss)

 

$

1,253

 

$

(613

)

$

1,381

 

$

(1,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

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

(in thousands)

 

 

 

 

September 30,

 

 

 

2009

 

2008

 

Commitments to grant loans

 

$

11,686

 

$

19,138

 

Unfunded commitments under lines of credit

 

 

35,117

 

 

35,904

 

Standby letters of credit

 

 

2,060

 

 

2,065

 

 

 

 

 

 

 

 

 

 

 

$

48,863

 

$

57,107

 

 

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

 

9

 

 


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 September 30, 2009 for guarantees under standby letters of credit issued is not material.

 

7. Securities

 

The amortized cost and fair value of securities were as follows:

 

 

 

September 30, 2009

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

 

 

(In Thousands)

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

30,117

 

$

469

 

$

(8

)

$

30,578

 

States and political subdivisions

 

 

31,661

 

 

1,033

 

 

(17

)

 

32,677

 

Corporate obligations

 

 

5,048

 

 

178

 

 

 

 

5,226

 

Mortgage-backed securities

 

 

55,131

 

 

1,933

 

 

(7

)

 

57,057

 

 

 

 

121,957

 

 

3,613

 

 

(32

)

 

125,538

 

Equity securities

 

 

361

 

 

486

 

 

(36

)

 

811

 

 

 

$

122,318

 

$

4,099

 

$

(68

)

$

126,349

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

708

 

$

17

 

$

 

$

725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair

Value

 

 

 

(In Thousands)

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

34,989

 

$

836

 

$

(12

)

$

35,813

 

States and political subdivisions

 

 

25,436

 

 

110

 

 

(337

)

 

25,209

 

Corporate obligations

 

 

6,065

 

 

 

 

(440

)

 

5,625

 

Mortgage-backed securities

 

 

61,198

 

 

1,340

 

 

(220

)

 

62,318

 

 

 

 

127,688

 

 

2,286

 

 

(1,009

)

 

128,965

 

Equity securities

 

 

500

 

 

754

 

 

(99

)

 

1,155

 

 

 

$

128,188

 

$

3,040

 

$

(1,108

)

$

130,120

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

707

 

$

13

 

$

 

$

720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 


The following tables show the Company’s investments’ gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):

 

 

 

September 30, 2009

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

U.S. Government agencies

 

$

1,990

 

$

(8

)

$

 

$

 

$

1,990

 

$

(8

)

States and political subdivisions

 

 

986

 

 

(17

)

 

 

 

 

 

986

 

 

(17

)

Corporate obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

 

1,734

 

 

(7

)

 

 

 

 

 

1,734

 

 

(7

)

Equity securities

 

 

27

 

 

(14

)

 

58

 

 

(22

)

 

85

 

 

(36

)

 

 

$

4,737

 

$

(46

)

$

58

 

$

(22

)

$

4,795

 

$

(68

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company has nine securities in an unrealized loss position in the less than twelve months category and three securities in the twelve months or more category. In Management’s opinion the unrealized losses less than twelve months principally reflect changes in interest rates subsequent to the acquisition of specific securities. The Company holds a small amount of equity securities in other financial institutions. The value of these equity securities has been impacted by the overall weakness in the financial sector, three of which have been in a loss position for greater than one year. Management believes that the unrealized losses represent temporary impairment of the securities as the Company does not have the intent to sell these securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

 

 

 

 

December 31, 2008

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized
Losses

 

Fair
Value

 

Unrealized

Losses

 


U.S. Government agencies

 

$

988

 

$

(12

)

$

 

$

 

$

988

 

$

(12

)

States and political subdivisions

 

 

13,653

 

 

(337

)

 

 

 

 

 

13,653

 

 

(337

)

Corporate obligations

 

 

3,886

 

 

(180

)

 

1,739

 

 

(260

)

 

5,625

 

 

(440

)

Mortgage-backed securities

 

 

13,610

 

 

(220

)

 

 

 

 

 

13,610

 

 

(220

)

Equity securities

 

 

20

 

 

(3

)

 

69

 

 

(96

)

 

89

 

 

(99

)

 

 

$

32,157

 

$

(752

)

$

1,808

 

$

(356

)

$

33,965

 

$

(1,108

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The amortized cost and fair value of debt securities as of September 30, 2009 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

 

11

 

 


 

 

Available for Sale

 

Held to Maturity

 

 

 

Amortized Cost

 

Fair Value

 

Amortized Cost

 

Fair Value

 

Due in one year or less

 

$

2,566

 

$

2,573

 

$

 

$

 

Due after one year through five years

 

 

28,050

 

 

28,605

 

 

168

 

 

 

Due after five years through ten years

 

 

21,476

 

 

22,047

 

 

540

 

 

725

 

Due after ten years

 

 

14,734

 

 

15,256

 

 

 

 

 

 

 

 

66,826

 

 

68,481

 

 

708

 

 

725

 

Mortgage-backed securities

 

 

55,131

 

 

57,057

 

 

 

 

 

 

 

$

121,957

 

$

125,538

 

$

708

 

$

725

 

 

 

 

Gross realized gains and gross realized losses on sales of securities available for sale were as follows (in thousands):

 

 

 

 

Three months

 

Nine Months

 

 

 

Ended September 30

 

Ended September 30

 

 

 

2009

 

2008

 

2009

 

2008

 

Gross realized gains

 

$

90

 

$

 

$

526

 

$

44

 

Gross realized losses

 

 

 

 

27

 

 

103

 

 

62

 

Net realized gain/(loss) 

 

$

90

 

$

(27

)

$

423

 

$

(18

)

Proceeds from sales of securities

 

$

2,445

 

$

9

 

$

13,586

 

$

68

 

 

 

8. Fair Value Measurements

 

Generally accepted accounting principles in the United States of America established a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

 

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,

 

unrestricted assets or liabilities.

 

 

Level 2:

Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly,

 

for substantially the full term of the asset or liability.

 

 

Level 3:

Prices or valuation techniques that require inputs that are both significant to the fair value

 

measurement and are unobservable (i.e. supported with little or no market activity).

 

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2009 and December 31, 2008 are as follows:

 

12

 

 


 

 

 

Fair Value Measurement Reporting Date Using

 

Description

 

Total

 

(Level 1)
Quoted Prices in
Active Markets
For Identical
Assets

 

(Level 2)
Significant
Other
Observable
Inputs

 

(Level 3)
Significant
Unobservable
Inputs

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

US Government agencies

 

$

30,578

 

$

 

$

30,578

 

$

 

States and political subdivisions

 

 

32,677

 

 

 

 

32,677

 

 

 

Corporate securities

 

 

5,226

 

 

 

 

5,226

 

 

 

Mortgage-backed securities

 

 

57,057

 

 

 

 

57,057

 

 

 

Equity securities

 

 

811

 

 

811

 

 

 

 

 

Total

 

$

126,349

 

$

811

 

$

125,538

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

US Government agencies

 

$

35,813

 

$

 

$

35,813

 

$

 

States and political subdivisions

 

 

25,209

 

 

 

 

25,209

 

 

 

Corporate securities

 

 

5,625

 

 

 

 

5,625

 

 

 

Mortgage-backed securities

 

 

62,318

 

 

 

 

62,318

 

 

 

Equity securities

 

 

1,155

 

 

1,155

 

 

 

 

 

Total

 

$

130,120

 

$

1,155

 

$

128,965

 

$

 

 

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2009 and December 31, 2008 are as follows:

 

 

 

Fair Value Measurement Reporting Date Using

 

(In thousands)

 

Description

 

Total

 

(Level 1)
Quoted Prices in

Active Markets

For Identical
Assets

 

(Level 2)

Significant
Other
Observable
Inputs

 

(Level 3)
Significant

Unobservable
Inputs

 

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired Loans

 

$

4,326

 

$

 

$

 

$

4,326

 

Other real estate owned

 

 

562

 

 

 

 

 

 

562

 

 

 

$

4,888

 

$

 

$

 

$

4,888

 

December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired Loans

 

$

2,976

 

$

 

$

 

$

2,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2009 and December 31, 2008.

 

13

 

 


Cash and cash equivalents (carried at cost):

 

The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets’ fair values.

 

Securities:

 

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

 

Loans receivable (carried at cost):

 

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

 

Impaired loans (generally carried at fair value):

 

The Bank measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the property or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value investment in impaired loans requiring an allowance for loan losses was $1,185,000, which is net of a valuation allowance of $50,000 and $3,141,000 not requiring an allowance for loan losses as of September 30, 2009. The fair value investment in impaired loans not requiring an allowance for loan losses was $2,976,000, net of a charge-off against the allowance for loan losses of $380,000 at December 31, 2008.

 

Other real estate owned:

 

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. For the nine months ended September 30, 2009, a property consisting of a single residential building lot was acquired through foreclosure and is carried at its net realizable value of $30,000, based on a current appraisal. At September 30, 2009 the Company was also carrying a property it acquired in the previous year with a net realizable value of $532,000 based on a current listing agreement.

 

14

 

 


Restricted investment in Federal Home Loan Bank stock (carried at cost):

 

Restricted stock which represents required investment in the common stock of correspondent banks is carried at cost and as of September 30, 2009 and December 31, 2008, consists of the common stock of Federal Home Loan Bank of Pittsburgh. In December 2008, the FHLB of Pittsburgh notified member banks that it was suspending dividend payments and the repurchase of excess capital stock.

 

Management evaluates the restricted stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. Management believes no impairment charge is necessary related to FHLB stock as of September 30, 2009.

 

Accrued interest receivable and payable (carried at cost):

 

 

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

 

Deposit liabilities (carried at cost):

 

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 

Short-term borrowings (carried at cost):

 

 

The carrying amounts of short-term borrowings approximate their fair values.

 

Other borrowings (carried at cost):

 

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

 

Off-balance sheet financial instruments (disclosed at cost):

 

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

 

15

 

 


The estimated fair values of the Bank’s financial instruments were as follows at September 30, 2009 and December 31, 2008.

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

 

 

(In Thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks, interest-bearing
deposits with banks and federal funds sold

 

$

12,049

 

$

12,049

 

$

6,480

 

$

6,480

 

Securities

 

 

127,057

 

 

127,074

 

 

130,827

 

 

130,840

 

Loans receivable, net

 

 

354,819

 

 

370,189

 

 

345,171

 

 

363,219

 

Investment in FHLB stock

 

 

3,538

 

 

3,538

 

 

3,538

 

 

3,538

 

Accrued interest receivable

 

 

2,315

 

 

2,315

 

 

2,179

 

 

2,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

382,863

 

 

384,096

 

 

359,635

 

 

361,223

 

Short-term borrowings

 

 

19,553

 

 

19,553

 

 

38,126

 

 

38,126

 

Other borrowings

 

 

43,000

 

 

45,791

 

 

43,000

 

 

46,281

 

Accrued interest payable

 

 

2,365

 

 

2,365

 

 

2,247

 

 

2,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Off-balance sheet financial instruments:
Commitments to extend credit and outstanding letters of credit

 

 

 

 

 

 

 

 

 

 

9. New Accounting Pronouncements  

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 - Generally Accepted Accounting Principles - FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles. The Codification is the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular topic in one place. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. The Company adopted this standard for the interim reporting period ending September 30, 2009. The adoption of this standard did not have a material impact on the Company’s results of operations or financial position.

 

In December 2007, the FASB issued an accounting standard related to business combinations which is effective for fiscal years beginning on or after December 15, 2008. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. This accounting standard was subsequently codified into Accounting Standards Codification (ASC) Topic 805, Business Combinations. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

 

16

 

 


In September 2006, the FASB issued an accounting standard related to fair value measurements, which was effective for the Company on January 1, 2008. This standard defined fair value, established a framework for measuring fair value, and expanded disclosure requirements about fair value measurements. On January 1, 2008, the Company adopted this accounting standard related to fair value measurements for the Company’s financial assets and financial liabilities. The Company deferred adoption of this accounting standard related to fair value measurements for the Company’s nonfinancial assets and nonfinancial liabilities, except for those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009. The adoption of this accounting standard related to fair value measurements for the Company’s nonfinancial assets and nonfinancial liabilities had no impact on retained earnings and is not expected to have a material impact on the Company’s statements of income and condition. This accounting standard was subsequently codified into ASC Topic 820, Fair Value Measurements and Disclosures.

 

In December 2007, the FASB issued an accounting standard related to noncontrolling interests in consolidated financial statements, which is effective for fiscal years beginning on or after December 15, 2008. This standard establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. This accounting standard was subsequently codified into ASC 810-10, Consolidation. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

 

In March 2008, the FASB issued an accounting standard related to disclosures about derivatives and hedging activities, which is effective for fiscal years and interim periods beginning after November 15, 2008. This standard requires enhanced disclosures about derivative instruments and hedging activities and therefore should improve the transparency of financial reporting. This accounting standard was subsequently codified into ASC 815-10, Derivatives and Hedging. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In June 2009, the FASB issued an accounting standard related to the accounting for transfers of financial assets, which is effective for fiscal years beginning after November 15, 2009, and interim periods within those fiscal years. This standard enhances reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. This standard eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. This standard also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. This accounting standard was subsequently codified into ASC Topic 860. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In June 2009, the FASB issued FAS No. 167, Amendments to FASB Interpretation No. 46(R). FAS 167, which amends FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable InterestEntities, (FIN 46(R)). Under FASB’s Codification at ASC 105-10-65-1-d, FAS No. 167 will remain authoritative until integrated into the FASB Codification. This statement prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (VIE) and eliminates the quantitative model prescribed by FIN 46(R). The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE. FAS No. 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. This

 

17

 

 


statement is effective for fiscal years beginning after November 15, 2009, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

 

In April 2009, the FASB issued new guidance impacting ASC Topic 820, Fair Value Measurements and Disclosures. This ASC provides additional guidance in determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. The adoption of this new guidance did not have a material effect on the Company’s results of operations or financial position.

 

In April 2009, the FASB issued new guidance impacting ASC 825-10-50, Financial Instruments, which relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. This guidance amended existing GAAP to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance is effective for interim and annual periods ending after June 15, 2009. The Company has presented the necessary disclosures in Note 8 herein.

 

In April 2009, the FASB issued new guidance impacting ASC 320-10, Investments — Debt and Equity Securities, which provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. This guidance is effective for interim and annual periods ending after June 15, 2009. The Company has presented the necessary disclosures in Note 8 herein.

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009. The Company is currently evaluating the impact of this standard on the Company’s financial condition, results of operations, and disclosures.

In June 2008, the FASB issued accounting guidance related to determining whether instruments granted in share-based payment transactions are participating securities, which is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. This guidance clarified that instruments granted in share-based payment transactions can be participating securities prior to the requisite service having been rendered. A basic principle of this guidance is that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of EPS pursuant to the two-class method. All prior-period EPS data presented (including interim financial statements, summaries of earnings, and selected financial data) are required to be adjusted retrospectively to conform with this guidance. This accounting guidance was subsequently codified into ASC Topic 260, Earnings Per Share. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations.

 

10. Branch Closure

 

On December 26, 2008, the Company filed notifications with the Pennsylvania Department of Banking and the FDIC, requesting authorization to discontinue branch operations at its Hamlin Office, as the lease for the location expires in 2009, with no renewal options available. The Company entered into an agreement with NBT Bank to assume the deposits of the Hamlin

 

18

 

 


location and the office was closed on March 31, 2009. The gain on the transaction was $150,000 with expense related to the closing, including final lease payments, of $46,000, included in other expense in the consolidated income statement.

 

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, 2008 (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, potential impairment of restricted stock, accounting for stock options, the valuation of deferred tax assets and the determination of other-than-temporary impairment losses on investments in securities.

 

Refer to the discussion of the allowance for loan losses calculation under “Non-performing Assets and Allowance for Loan Losses” in the “Changes in Financial Condition” section.

 

The Company uses the modified prospective transition method. Under this method companies are required to record compensation expense, based on the fair value of options over the vesting period.

 

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.

 

Restricted stock which represents required investment in the common stock of correspondent banks is carried at cost and as of September 30, 2009 and December 31, 2008, consists of the common stock of Federal Home Loan Bank of Pittsburgh. In December 2008, the FHLB of Pittsburgh notified member banks that it was suspending dividend payments and the repurchase of excess capital stock.

 

Management evaluates the restricted stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary decline in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of

 

19

 

 


such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. Management believes no impairment charge is necessary related to the restricted stock as of September 30, 2009 and December 31, 2008.

 

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 in certain specific securities at September 30, 2009 and December 31, 2008 represent temporary impairment of the securities, related to changes in interest rates.

 

Changes in Financial Condition

 

General

Total assets as of September 30, 2009 were $514.9 million compared to $504.3 million as of December 31, 2008, an increase of $10.6 million. The increase reflects a $14.5 million increase in deposits used to fund $10.1 million growth in loans and pay down short-term borrowings.

 

Securities

The fair value of securities available for sale as of September 30, 2009 was $126.3 million compared to $130.1 million as of December 31, 2008. The Company purchased $41.9 million of securities using the proceeds from $34.5 million of securities called, maturities and principal reductions. The Company sold $13.6 million in securities from the available for sale portfolio.

 

Loans Receivable

Loans receivable totaled $359.5 million compared to $349.4 million as of December 31, 2008. Commercial real estate loans increased $14.0 million during the period, reflecting new activity principally centered in the Monroe County, Pennsylvania market area. Residential real estate loans decreased $5.9 million principally due to pay offs of home equity loans.

 

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

 

Types of loans

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

September 30, 2009

 

December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

Real Estate-Residential

 

$

127,546

 

35.5

%

$

133,417

 

38.1

%

Commercial

 

 

173,449

 

48.2

 

 

159,476

 

45.7

 

Construction and land development

 

 

16,100

 

4.5

 

 

14,856

 

4.2

 

Commercial, financial and agricultural

 

 

27,125

 

7.5

 

 

25,886

 

7.4

 

Consumer loans to individuals

 

 

15,641

 

4.3

 

 

16,087

 

4.6

 

Total loans

 

 

359,861

 

100.0

%

 

349,722

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Deferred fees (net)

 

 

(379

)

 

 

 

(318

)

 

 

 

 

 

359,482

 

 

 

 

349,404

 

 

 

Allowance for loan losses

 

 

(4,663

)

 

 

 

(4,233

)

 

 

Net loans receivable

 

$

354,819

 

 

 

$

345,171

 

 

 

 

 

 

20

 

 

 


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

 

Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Balance, beginning

 

$

4,574

 

$

4,237

 

$

4,233

 

$

4,081

 

Provision for loan losses

 

 

140

 

 

130

 

 

585

 

 

315

 

Charge-offs

 

 

(58

)

 

(45

)

 

(190

)

 

(116

)

Recoveries

 

 

7

 

 

9

 

 

35

 

 

51

 

Net charge-offs

 

 

(51

)

 

(36

)

 

(155

)

 

(65

)

Balance, ending

 

$

4,663

 

$

4,331

 

$

4,663

 

$

4,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance to total loans

 

 

1.30

%

 

1.27

%

 

1.30

%

 

1.27

%

Net charge-offs to average loans
(annualized)

 

 

.06

%

 

.04

%

 

.06

%

 

.03

%

 

 

The allowance for loan losses totaled $4,663,000 as of September 30, 2009 and represented 1.30% of total loans compared to $4,233,000 at the prior year end, and $4,331,000 as of September 30, 2008. The Company had net charge-offs for the nine months of $155,000 compared to $65,000 in the comparable period in 2008. The Company’s loan review process 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 classifications, large dollar exposures and loan growth. Management considers the allowance adequate at September 30, 2009 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.

 

As of September 30, 2009, non-performing loans totaled $3,177,000, which is .88% of total loans compared to $2,087,000, or 0.60% of total loans at December 31, 2008. The increase was principally related to one home equity loan in which the Company is in first lien position and two loans to a land developer. The recorded investment for impaired loans requiring a specific allowance for loan losses was $1,235,000 of which $50,000 was specifically reserved due to a shortfall in the collateral based upon a sales agreement for the property. Impaired loans not requiring a specific allowance for loan losses totaled $3,141,000 as of September 30, 2009 and $2,976,000 as of December 31, 2008. Other real estate totals $562,000 as of September 30, 2009 compared to $660,000 as of year-end. The balance principally consists of undeveloped residential building lots in Monroe County, PA.

 

21

 

 

 

 


The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:

 

 

 

 

September 30, 2009

 

December 31, 2008

 

(dollars in thousands)

 

 

 

 

 

Loans accounted for on a non-accrual basis:

 

 

 

 

 

 

 

Commercial and all other

 

$

 

$

 

Real Estate

 

 

2,646

 

 

2,087

 

Consumer

 

 

 

 

 

Total

 

 

2,646

 

 

2,087

 

 

 

 

 

 

 

 

 

Accruing loans which are contractually

 

 

 

 

 

 

 

past due 90 days or more

 

 

531

 

 

 

Total non-performing loans

 

 

3,177

 

 

2,087

 

Other real estate

 

 

562

 

 

660

 

Total non-performing assets

 

$

3,739

 

$

2,747

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

$

4,663

 

$

4,233

 

 

 

 

 

 

 

 

 

Coverage of non-performing loans

 

 

1.47

x

 

2.03

x

Non-performing loans to total loans

 

 

.88

%

 

.60

%

Non-performing assets to total assets

 

 

.73

%

 

.54

%

 

 

Deposits  

Total deposits as of September 30, 2009 were $382.9 million increasing from $359.6 million as of December 31, 2008, an increase of $23.3 million. The growth in deposits is net of the sale of $3.6 million in deposits related to a branch closure as described in Note 10. Non-interest bearing demand deposits increased $6.8 million to $63.6 million reflecting seasonal growth in certain commercial and municipal accounts. Time deposits less than $100,000 totaled $126.1 million as of September 30, 2009, an increase of $8.9 million. The increase was principally due to the results of a 13 month CD product. The growth in deposits was used to fund loan growth and pay down short-term borrowings.

 

22


 

 

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

 

 

(dollars in thousands)

 

September 30, 2009

 

December 31, 2008

 

 

 

 

 

 

 

Non-interest bearing demand

 

$

63,600

 

$

56,839

 

Interest bearing demand

 

 

37,107

 

 

35,322

 

Money Market Deposit Accounts

 

 

62,921

 

 

60,623

 

Savings

 

 

43,564

 

 

44,577

 

Time deposits <$100,000

 

 

126,120

 

 

117,179

 

Time deposits >$100,000

 

 

49,551

 

 

45,095

 

 

 

 

 

 

 

 

 

Total

 

$

382,863

 

$

359,635

 

 

Borrowings

Short-term borrowings as of September 30, 2009 totaled $19.6 million compared to $38.1 million as of December 31, 2008. Securities sold under agreements to repurchase declined $4.0 million principally due to the seasonality of school district cash management accounts. The Company utilized short-term deposits to replace the short term FHLB advances which declined by $11 million. Short-term borrowings consist of the following:

 

(dollars in thousands)

 

 

 

September 30, 2009

 

December 31, 2008

 

Securities sold under agreements to repurchase

 

$

19,387

 

$

23,404

 

Federal funds purchased

 

 

 

 

3,600

 

Short-term FHLB advances

 

 

 

 

11,000

 

U.S. Treasury demand notes

 

 

166

 

 

122

 

 

 

$

19,553

 

$

38,126

 

 

 

Other borrowings consisted of the following:

 

(dollars in thousands)

 

September 30, 2009

 

December 31, 2008

 

Notes with the FHLB:

 

 

 

 

 

 

 

Fixed rate note due September 2010 at 3.53%

 

$

5,000

 

$

5,000

 

Convertible note due January 2011 at 5.24%

 

 

3,000

 

 

3,000

 

Convertible note due August 2011 at 2.69%

 

 

10,000

 

 

10,000

 

Fixed rate note due September 2011 at 4.06%

 

 

5,000

 

 

5,000

 

Convertible note due October 2012 at 4.37%

 

 

5,000

 

 

5,000

 

Convertible note due May 2013 at 3.015%

 

 

5,000

 

 

5,000

 

Convertible note due January 2017 at 4.71%

 

 

10,000

 

 

10,000

 

 

 

$

43,000

 

$

43,000

 

 

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 17 basis points. If the notes are converted, the option allows the Bank to put the funds back to the FHLB at no charge.

 

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

 

23

 


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. Commitments to grant loans totaled $11.7 million as of September 30, 2009 compared to $19.3 million as of December 31, 2008. The decrease is related to a slow down in new commercial and residential construction financing.

 

 

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

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

(in thousands)

 

Commitments to grant loans

 

$

11,686

 

$

19,254

 

Unfunded commitments under lines of credit

 

 

35,117

 

 

36,980

 

Standby letters of credit

 

 

2,060

 

 

1,897

 

 

 

 

 

 

 

 

 

 

 

$

48,863

 

$

58,131

 

 

In order to increase the funds available to the Deposit Insurance Fund, the Federal Deposit Insurance Corporation has proposed that all insured depository institutions prepay their federal deposit insurance assessments through 2012. If the proposal is made final in its current form, the prepayment would be due December 31, 2009 and would be based on the institution’s assessment base and assessment rate as of September 30, 2009 assuming a three basis point increase in the assessment rate and 5% annual growth in deposits during years 2011 and 2012. Based on our deposits and assessment rate at September 30, 2009, we estimate that our prepayment amount will be approximately $1,651,000. We expect that we will be able to make the prepayment from available cash on hand.

 

Stockholders’ Equity and Capital Ratios

At September 30, 2009, total stockholders’ equity totaled $63.7 million, compared to $58.7 million as of December 31, 2008. The net change in stockholders’ equity included $5,261,000 in net income, that was partially offset by $2,229,000 of dividends declared. In addition, accumulated other comprehensive income increased $1,381,000 due to an increase in fair value of securities in the available for sale portfolio, net of tax. This increase in fair value is the result of a change in interest rates, which may impact the value of the securities. Because of interest rate volatility, the Company’s accumulated other comprehensive income could materially fluctuate for each interim and year-end period.                               

 

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

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

(in thousands)

 

Tier 1 Capital

 

 

 

 

 

 

 

(To average assets)

 

12.05

%

 

11.45

%

 

Tier 1 Capital

 

 

 

 

 

 

 

(To risk-weighted assets)

 

16.90

%

 

16.22

%

 

Total Capital

 

 

 

 

 

 

 

(To risk-weighted assets)

 

18.20

%

 

17.50

%

 

 

24

 


              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 September 30, 2009 and December 31, 2008.

 

Liquidity

As of September 30, 2009, the Company had cash and cash equivalents of $12.0 million in the form of cash, federal funds sold and due from banks, and short-term deposits with other institutions. In addition, the Company had total securities available for sale of $126.3 million which could be used for liquidity needs. This totals $138.3 million and represents 26.9% of total assets compared to $136.6 million and 27.1% of total assets as of December 31, 2008. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of September 30, 2009 and December 31, 2008. 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 September 30, 2009 and December 31, 2008.

 

The Company has a line of credit commitment from Atlantic Central Bankers Bank for $7,000,000 which expires in May 2010. There were no borrowings under these lines as of September 30, 2009 and December 31, 2008. The Company has a line of credit commitment available which has no stated expiration date from PNC for $12,000,000. Borrowings under this line were $-0- as of September 30, 2009 and $3,600,000 as of December 31, 2008. The Bank has access to the Federal Reserve Discount Window with total availability of $8,000,000 based upon qualifying collateral held by the Federal Reserve Bank. Borrowings from the discount window were $-0- as of September 30, 2009 and December 31, 2008.

 

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was approximately $168,000,000 of which $43,000,000 was outstanding at September 30, 2009 and $54,000,000 at December 31, 2008. Advances from the Federal Home Loan Bank are secured by qualifying assets of the Bank.

 

Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures. Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 34%. We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Net interest income (fte) is reconciled to GAAP net interest income on page 26 and page 30. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.

 

25

 


Results of Operations

NORWOOD FINANCIAL CORP.

Consolidated Average Balance Sheets with Resultant Interest and Rates

 

(Tax-Equivalent Basis, dollars in thousands)

 

Three Months Ended September 30,

 

 

 

2009

 

2008

 

 

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

 

 

(2)

 

(1)

 

(3)

 

(2)

 

(1)

 

(3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

1,052

 

$

1

 

0.38

%

$

180

 

$

1

 

2.22

%

Interest bearing deposits with banks

 

 

185

 

 

 

 

 

65

 

 

 

 

Securities held-to-maturity(1)

 

 

708

 

 

15

 

8.47

 

 

706

 

 

16

 

9.07

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

97,696

 

 

990

 

4.05

 

 

110,684

 

 

1,333

 

4.82

 

Tax-exempt (1)

 

 

30,775

 

 

450

 

5.85

 

 

21,550

 

 

312

 

5.79

 

Total securities available for sale (1)

 

 

128,471

 

 

1,440

 

4.48

 

 

132,234

 

 

1,645

 

4.98

 

Loans receivable (4) (5) (1)

 

 

358,644

 

 

5,431

 

6.06

 

 

335,859

 

 

5,553

 

6.61

 

Total interest earning assets

 

 

489,060

 

 

6,887

 

5.63

 

 

469,044

 

 

7,215

 

6.15

 

Non-interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

7,664

 

 

 

 

 

 

 

8,358

 

 

 

 

 

 

Allowance for loan losses

 

 

(4,626

)

 

 

 

 

 

 

(4,282

)

 

 

 

 

 

Other assets

 

 

17,352

 

 

 

 

 

 

 

18,962

 

 

 

 

 

 

Total non-interest earning assets

 

 

20,390

 

 

 

 

 

 

 

23,038

 

 

 

 

 

 

Total Assets

 

$

509,450

 

 

 

 

 

 

$

492,082

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand and money market

 

$

99,990

 

 

188

 

0.75

 

$

107,663

 

 

355

 

1.32

 

Savings

 

 

44,709

 

 

42

 

0.38

 

 

46,196

 

 

54

 

0.47

 

Time

 

 

172,787

 

 

1,203

 

2.78

 

 

149,204

 

 

1,371

 

3.68

 

Total interest bearing deposits

 

 

317,486

 

 

1,433

 

1.81

 

 

303,063

 

 

1,780

 

2.35

 

Short-term borrowings

 

 

19,437

 

 

60

 

1.23

 

 

36,803

 

 

200

 

2.17

 

Other borrowings

 

 

43,000

 

 

421

 

3.92

 

 

27,783

 

 

303

 

4.36

 

Total interest bearing liabilities

 

 

379,923

 

 

1,914

 

2.02

 

 

367,649

 

 

2,283

 

2.48

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

61,551

 

 

 

 

 

 

 

62,667

 

 

 

 

 

 

Other liabilities

 

 

5,382

 

 

 

 

 

 

 

5,107

 

 

 

 

 

 

Total non-interest bearing liabilities

 

 

66,933

 

 

 

 

 

 

 

67,774

 

 

 

 

 

 

Stockholders’ equity

 

 

62,594

 

 

 

 

 

 

 

56,659

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

509,450

 

 

 

 

 

 

$

492,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent basis)

 

 

 

 

 

4,973

 

3.62

%

 

 

 

 

4,932

 

3.67

%

Tax-equivalent basis adjustment

 

 

 

 

 

(207

)

 

 

 

 

 

 

(156

)

 

 

Net interest income(GAAP basis)

 

 

 

 

$

4,766

 

 

 

 

 

 

$

4,776

 

 

 

Net interest margin (tax equivalent basis)

 

 

 

 

 

 

 

4.07

%

 

 

 

 

 

 

4.21

%

 

(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.

 

26

 


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 September 30, 2009 Compared to

Three Months Ended September 30, 2008

Variance due to

 

 

 

 

Volume

 

Rate

 

Net

 

 

 

(dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

6

 

$

(6

)

$

 

Securities held to maturity

 

 

 

 

(1

)

 

(1

)

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

(146

)

 

(197

)

 

(343

)

Tax-exempt securities

 

 

135

 

 

3

 

 

138

 

Total securities

 

 

(11

)

 

(194

)

 

(205

)

Loans receivable

 

 

1,614

 

 

(1,736

)

 

(122

)

Total interest earning assets

 

 

1,609

 

 

(1,937

)

 

(328

)

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand and money market

 

 

(24

)

 

(143

)

 

(167

)

Savings

 

 

(2

)

 

(10

)

 

(12

)

Time

 

 

983

 

 

(1,151

)

 

(168

)

Total interest bearing deposits

 

 

957

 

 

(1,304

)

 

(347

)

Short-term borrowings

 

 

(73

)

 

(67

)

 

(140

)

Other borrowings

 

 

308

 

 

(190

 

 

118

 

Total interest bearing liabilities

 

 

1,192

 

 

(1,561

)

 

(369

)

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent basis)

 

$

417

 

 

($376

)

$

41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27

 


Comparison of Operating Results for Three Months Ended September 30, 2009 and September 30, 2008

 

General

 

For the three months ended September 30, 2009, net income totaled $1,775,000 which represents an increase of $183,000 or 11.5% over the $1,592,000 earned in the similar period of 2008. The increase was principally due to a lower level of foreclosed real estate costs which totaled $130,000 in the 2009 period and $519,000 for the 2008 period. Earnings per share for the current period were $.64 per share compared to $.58 per share for the similar period in 2008, for both a basic and fully diluted basis. The resulting annualized return on average assets and annualized return on average equity for the three months ended September 30, 2009 were 1.40% and 11.25%, respectively, compared to 1.28% and 11.15%, respectively, for the similar period in 2008.

 

 

The following table sets forth changes in net income:

 

 

(dollars in thousands)

 

Three Months Ended

 

 

 

September 30, 2009 to September 30, 2008

 

Net income three months ended September 30, 2008

 

 

 

$

1,592

 

 

 

 

 

 

 

 

 

 

 

 

Change due to:

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

(10

)

 

 

Provision for loan losses

 

 

 

 

(10

)

 

 

Gain on sales of loans and securities

 

 

 

 

69

 

 

 

Other income

 

 

 

 

(24

)

 

 

Salaries and employee benefits

 

 

 

 

(134

)

 

 

FDIC insurance assessment

 

 

 

 

(108

)

 

 

Foreclosed real estate

 

 

 

 

389

 

 

 

All other expenses

 

 

 

 

40

 

 

 

Income tax expense

 

 

 

 

(29

)

 

 

 

 

 

 

 

 

 

 

 

Net income three months ended September 30, 2009

 

 

 

$

1,775

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

Net interest income on a fully taxable equivalent basis (fte) for the three months ended September 30, 2009 totaled $4,973,000 compared to $4,932,000 in the similar period in 2008. The fte net interest spread and net interest margin were 3.62% and 4.07%, respectively for the three months ended September 30, 2009 compared to 3.67% and 4.21% respectively for the similar period in 2008.

Interest income (fte) totaled $6,887,000 with a yield on average earning assets of 5.63% compared to $7,215,000 and 6.15% for the 2008 period. The decrease in yield was partially due to a lower prime interest rate which was 3.25% as of September 30, 2009 compared to 5.00% as of September 30, 2008. The Company has $69 million of floating rate loans tied to prime rate which were impacted by this decrease in prime rate. To offset this decline, the Company has established minimum rates or interest rate floors on floating rate lines of credit as they are reviewed. Residential mortgage rates have also declined resulting in a portion of the portfolio refinancing at lower rates. The level of non-accrual loans has also increased which has a negative impact on the yield of the loan portfolio. As a result of these factors, the fte yield on loans declined to 6.06% from 6.61% for the similar period in the prior year.

 

28

 


The yield on the available-for-sale securities taxable portfolio also declined 77 basis points to 4.05% reflecting current lower rates. This was partially offset by a $9.2 million increase in the tax-exempt sector of the portfolio with an average fte yield in that portfolio of 5.85%. Average earning assets totaled $489.1 million for the three months ended September 30, 2009, an increase of $20.0 million over the average for the similar period in 2008. This increase in average earning assets helped offset the decline in asset yields.

Interest expense for the three months ended September 30, 2009 totaled $1,914,000 at an average cost of 2.02% compared to $2,283,000 at an average cost of 2.48% for the similar period in 2008. With the decrease in short-term interest rates, the Company reduced rates on its money market deposit accounts and cash management products which are included in short-term borrowings. The cost of time deposits, which is the most significant component of funding representing 45.4% of average interest-bearing liabilities declined to 2.78% from 3.68%. As time deposits matured, they repriced downward at the current lower rates.

 

Other Income

 

Other income totaled $1,018,000 for the three months ended September 30, 2009 compared to $973,000 for the similar period in 2008. The increase was principally related to a $90,000 gain on the sale of investment securities compared to a $27,000 loss in the 2008 period. Service charges and fees decreased $42,000 to $614,000. The decline was principally due to a lower level of non-sufficient fund fees which was impacted by the closing of the Hamlin branch in March 2009.

 

Other Expenses

 

Other expenses totaled $3,174,000 for the three months ended September 30, 2009 a decrease of $187,000 from $3,361,000 in the similar period of 2008. The decrease was principally due to a lower level of costs associated with other real estate owned which totaled $130,000 in 2009 compared to $519,000 in 2008. The costs were principally related to write-downs of property to net realizable value. The FDIC insurance assessments increased to $133,000 from $25,000 in 2008 due to the general increases in the assessment rates.

 

Income Tax Expense

 

Income tax expense totaled $695,000 for an effective tax rate of 28.1% for the period ending September 30, 2009 compared to $666,000 for an effective tax rate of 29.5% for the similar period in 2008. The decrease in the effective tax rate was principally due to a higher level of tax-exempt income related to the purchase of municipal obligations in the available-for-sale portfolio.

 

29

 

 

 


Results of Operations

NORWOOD FINANCIAL CORP.

Consolidated Average Balance Sheets with Resultant Interest and Rates

 

 

(Tax-Equivalent Basis, dollars in thousands)

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

 

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

 

 

(2)

 

(1)

 

(3)

 

(2)

 

(1)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold     

 

$

1,712

 

$

8

 

0.62

%

$

1,239

 

$

25

 

2.69

%

Interest bearing deposits with banks     

 

 

165

 

 

 

 

 

81

 

 

1

 

1.65

 

Securities held-to-maturity (1)     

 

 

707

 

 

46

 

8.68

 

 

706

 

 

46

 

8.69

 

Securities available for sale:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable      

 

 

99,786

 

 

3,164

 

4.23

 

 

108,849

 

 

3,928

 

4.81

 

Tax-exempt (1)      

 

 

28,298

 

 

1,237

 

5.83

 

 

22,067

 

 

936

 

5.66

 

Total securities available for sale (1)     

 

 

128,084

 

 

4,401

 

4.58

 

 

130,916

 

 

4,864

 

4.95

 

Loans receivable (4) (5) (1)     

 

 

354,775

 

 

16,213

 

6.09

 

 

331,920

 

 

16,700

 

6.71

 

Total interest earning assets     

 

 

485,443

 

 

20,668

 

5.68

 

 

464,862

 

 

21,636

 

6.21

 

Non-interest earning assets:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks      

 

 

9,024

 

 

 

 

 

 

 

7,840

 

 

 

 

 

 

Allowance for loan losses      

 

 

(4,477

)

 

 

 

 

 

 

(4,196

)

 

 

 

 

 

Other assets      

 

 

17,422

 

 

 

 

 

 

 

17,671

 

 

 

 

 

 

Total non-interest earning assets     

 

 

21,969

 

 

 

 

 

 

 

21,315

 

 

 

 

 

 

Total Assets     

 

$

507,412

 

 

 

 

 

 

$

486,177

 

 

 

 

 

 

Liabilities and Stockholders’ Equity     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest bearing demand and money market

$

99,520

571

0.77

$

103,064

1,158

1.50

Savings      

 

 

44,822

 

 

125

 

0.37

 

 

44,163

 

 

155

 

0.47

 

Time      

 

 

169,260

 

 

3,658

 

2.88

 

 

161,842

 

 

4,801

 

3.96

 

Total interest bearing deposits     

 

 

313,602

 

 

4,354

 

1.85

 

 

309,069

 

 

6,114

 

2.64

 

Short-term borrowings     

 

 

26,039

 

 

229

 

1.17

 

 

32,131

 

 

565

 

2.34

 

Other borrowings      

 

 

43,000

 

 

1,248

 

3.87

 

 

23,913

 

 

808

 

4.51

 

Total interest bearing liabilities     

 

 

382,641

 

 

5,831

 

2.03

 

 

365,113

 

 

7,487

 

2.73

 

Non-interest bearing liabilities:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits     

 

 

58,870

 

 

 

 

 

 

 

59,604

 

 

 

 

 

 

Other liabilities     

 

 

4,770

 

 

 

 

 

 

 

4,944

 

 

 

 

 

 

Total non-interest bearing liabilities     

 

 

63,640

 

 

 

 

 

 

 

64,548

 

 

 

 

 

 

Stockholders’ equity     

 

 

61,131

 

 

 

 

 

 

 

56,516

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity     

 

$

507,412

 

 

 

 

 

 

$

486,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent basis)     

 

 

 

 

 

14,837

 

3.64

%

 

 

 

 

14,149

 

3.47

%

Tax-equivalent basis adjustment     

 

 

 

 

 

(555

)

 

 

 

 

 

 

(475

)

 

 

Net interest income(GAAP basis)     

 

 

 

 

$

14,282

 

 

 

 

 

 

$

13,674

 

 

 

Net interest margin (tax equivalent basis)     

 

 

 

 

 

 

 

4.08

%

 

 

 

 

 

 

4.06

%

 

(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.

 

30


 

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)

Nine Months Ended September 30, 2009 Compared to

Nine Months Ended September 30, 2008

Variance due to

 

 

 

Volume

 

Rate

 

Net

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

11

 

$

(28

)

$

(17

)

Interest bearing deposits with banks

 

 

1

 

 

(2

)

 

(1

)

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

(311

)

 

(453

)

 

(764

)

Tax-exempt securities

 

 

272

 

 

29

 

 

301

 

Total securities

 

 

(39

)

 

(424

)

 

(463

)

Loans receivable

 

 

1,543

 

 

(2,030

)

 

(487

)

Total interest earning assets

 

 

1,516

 

 

(2,484

)

 

(968

)

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand and money market

 

 

(39

)

 

(548

)

 

(587

)

Savings

 

 

4

 

 

(34

)

 

(30

)

Time

 

 

337

 

 

(1,480

)

 

(1,143

)

Total interest bearing deposits

 

 

302

 

 

(2,062

)

 

(1,760

)

Short-term borrowings

 

 

(92

)

 

(244

)

 

(336

)

Other borrowings

 

 

632

 

 

(192

)

 

440

 

Total interest bearing liabilities

 

 

842

 

 

(2,498

)

 

(1,656

)

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent basis)

 

$

674

 

$

14

 

$

688

 

 

 

Comparison of Operating Results for Nine Months Ended September 30, 2009 and September 30, 2008

 

General

 

For the nine months ended September 30, 2009, net-income totaled $5,261,000 compared to $5,092,000 earned in the similar period of 2008, an increase of $169,000 or 3.3%. Earnings per share for the current period were $1.92 per share basic and $1.90 per share fully diluted compared to $1.86 per share basic and $1.84 per share diluted for the nine months ended September 30, 2008. The resulting annualized return on average assets and annualized

 

31

 


return on average equity for the nine months ended September 30, 2009 were 1.39% and 11.51% and 1.40% and 12.00%, respectively, for the similar period in 2008.

 

The following table sets forth changes in net income:

 

Nine Months Ended

September 30, 2009 to September 30, 2008

 

(dollars in thousands)

 

 

 

 

Net income nine months ended September 30, 2008

 

$

5,092

 

 

 

 

 

 

Change due to:

 

 

 

 

Net interest income

 

 

608

 

Provision for loan losses

 

 

(270

)

Gain on sales of loans, securities & deposits

 

 

401

 

Other income

 

 

(131

)

Salaries and employee benefits

 

 

(299

)

FDIC insurance assessment

 

 

(579

)

Foreclosed real estate owned

 

 

423

 

All other expenses

 

 

(20

)

Income tax expense

 

 

36

 

 

 

 

 

 

Net income nine months ended September 30, 2009

 

$

5,261

 

 

 

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the nine months ended September 30, 2009 totaled $14,837,000, an increase of $688,000, or 4.9% over the similar period in 2008. The fte net interest spread and net interest margin were 3.64% and 4.08%, respectively compared to 3.47% and 4.06%, respectively in 2008.

Interest income (fte) totaled $20,668,000 with a yield on average earning assets of 5.68% compared to $21,636,000 and 6.21% for the similar period in 2008. The decrease in yield was due in part to the lower prime interest rate which was 3.25% as of September 30, 2009 declining from 5.00% as of September 30, 2008. The Company has $69 million of floating rate loans which were impacted by the lower prime rate. The Company has offset a portion of the decrease by establishing interest minimums, or floors, on commercial lines of credit, as they are renewed. Residential mortgage rates have also declined with a portion of the portfolio refinancing at the current lower rates. The yield on the available for sale taxable securities portfolio declined 58 basis points to 4.23% as the reinvestment of cash flows, calls, maturities and proceeds from sales were reinvested at current lower rates. The average balance of the taxable sector of the portfolio declined $9.1 million and the tax-exempt sector increased $6.2 million. Average earning assets totaled $485.4 million for the nine months ended September 30, 2009, an increase of $20.6 million over the similar period in 2008. The growth in average earning asset partially offset the decline in asset yields.

Interest expense for the nine months ended September 30, 2009 totaled $5,831,000 with an average cost of 2.03% compared to $7,487,000 and 2.73% for the similar period in 2008. As short-term rates declined, the Company reduced rates paid on its money market accounts, 83 basis points and short-term borrowings by 79 basis points. The cost of time deposits, which represent 44.2% of average interest bearing liabilities was 2.88% for the 2009 period

 

32

 


declining 108 basis points from 3.96% for the 2008 period. This reflects time deposits maturing and repricing at the current lower rates.

 

Other Income

Other income totaled $3,467,000 for the nine months ended September 30, 2009 compared to $3,197,000 for the similar period in 2008, an increase of $270,000. Gains on the sales of investment securities totaled $423,000 on the sales of $13.6 million compared to $18,000 loss for the similar period in 2008. The Company also had a $150,000 gain on the sale of deposits related to a branch closure in 2009 (see footnote 10). The 2009 period includes $296,000 in gains on the sales of $21.6 million on mortgage loans and servicing rights compared to $486,000 in similar gains on the sales of $14.4 million of mortgage loans and servicing rights in the 2008 period. Service charges and fees declined $110,000 to a $1,854,000 in 2009 principally due to a lower volume of non-sufficient fees related in part to the branch closure.

 

Other Expenses

Other expense totals $9,769,000 for the nine months ended September 30, 2009 compared to $9,294,000 in the similar period of 2008, an increase of $475,000. The increase was partially due to a higher level of FDIC insurance assessments, which totaled $617,000 in 2009 compared to $38,000 in the similar period of 2008. The 2009 period includes $225,000 related to an FDIC special assessment. This was partially offset by a lower level of foreclosed real estate costs which totaled $148,000 in the 2009 period and $571,000 in 2008, as a result of a lower level of write-downs on properties.

 

Income Tax Expense

Income tax expense totaled $2,134,000 for an effective tax rate of 28.9% for the 2009 period compared to $2,170,000 and 29.9% in 2008. The decrease in the effective tax rate was principally due to a higher level of tax-exempt income related to purchases of municipal obligations held in the available-for-sale securities portfolio.

 

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 September 30, 2009, 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 (RSA) and rate-sensitive liabilities (RSL). 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 September 30, 2009, the Bank had a positive 90 day interest sensitivity gap of $54.5 million or 10.6% of total assets, increasing from $20.4 million, 4.0% of total assets as of December 31, 2008. The change was principally due to a decrease in time deposits maturing in 90 days. A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval. This would indicate that in a falling rate environment, the

 

33

 


 

yield on interest-earning assets would decrease faster than the cost of interest-bearing liabilities in the 90 day time frame. The one year gap is neutral as a large amount of time deposits mature in the three to twelve bucket. 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, implementing interest rate floors on loans or fixed rate products and evaluation of loan sales of long-term fixed rate mortgages.

 

September 30, 2009

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

 

$

3,030

 

$

 

$

250

 

$

 

$

3,280

 

Securities

 

 

20,253

 

 

26,722

 

 

23,091

 

 

56,991

 

 

127,057

 

Loans Receivable

 

 

89.308

 

 

51,279

 

 

85,483

 

 

133,412

 

 

359,482

 

Total RSA

 

 

112,591

 

 

78,001

 

 

108,824

 

 

190,403

 

 

489,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-maturity interest-bearing deposits

 

 

23,129

 

 

25,003

 

 

66,609

 

 

28,851

 

 

143,592

 

Time deposits

 

 

30,342

 

 

96,664

 

 

31,131

 

 

17,534

 

 

175,671

 

Other

 

 

4,669

 

 

11,610

 

 

26,274

 

 

20,000

 

 

62,553

 

Total RSL

 

 

58,140

 

 

133,277

 

 

124,014

 

 

66,385

 

 

381,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Sensitivity Gap

 

$

54,451

 

 

($55,276

)

$

(15,190

)

$

124,018

 

$

108,003

 

Cumulative gap

 

 

54,451

 

 

(825

)

 

(16,015

)

 

108,003

 

 

 

 

RSA/RSL-Cumulative

 

 

193.7

%

 

99.6

%

 

94.9

%

 

128.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Sensitivity Gap

 

$

20,390

 

$

(10,272

)

$

(16,051

)

$

102,259

 

$

96,326

 

Cumulative gap

 

 

20,390

 

 

10,118

 

 

(5,933

)

 

96,326

 

 

 

 

RSA/RSL-Cumulative

 

 

123.1

%

 

105.5

%

 

98.1

%

 

125.1

%

 

 

 

 

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.

 

34

 

 


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, 2008.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable

 

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

 

None

 

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******

 

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*******

 

35

 


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)

 

32.1

Section 1350 Certification (Chief Executive Officer)

 

32.2

Section 1350 Certification (Chief Financial 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 by reference to the identically numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the Commission on March 14, 2008.

 

***

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 23, 2000.

 

*****

Incorporated herein by reference to the identically numbered exhibits to Registrant’s Form 10-K filed with the Commission on March 22, 2004.

 

******

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.

 

36


 

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:     

 

November 9, 2009

 

 

 

By:

/s/ William W. Davis, Jr.

 

 

 

 

 

 

 

 

William W. Davis, Jr.

 

 

 

 

 

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:     

 

November 9, 2009

 

 

 

By:

/s/ Lewis J. Critelli

 

 

 

 

 

 

 

 

Lewis J. Critelli

 

 

 

 

 

 

 

 

Executive Vice President and

 

 

 

 

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

(Principal Financial Officer)

 

 

37