f10q_033112.htm
UNITED STATES
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 March 31, 2012
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from  ________ to ________ 

Commission file number   0-28366

Norwood Financial Corp.
(Exact name of Registrant as specified in its charter)

Pennsylvania
 
23-2828306
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. employer identification no.)

717 Main Street, Honesdale, Pennsylvania
 
18431
 
(Address of principal executive offices)
 
(Zip Code)
 

(570) 253-1455
(Registrant’s telephone number, including area code)

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

Indicate by check (x) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [x]  No [ ]

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  [X]  No   [ ]

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
Smaller reporting company  o
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    [ ]  Yes[X]  No

Class
 
Outstanding as of May 1, 2012
 
Common stock, par value $0.10 per share
   3,274,457  




 
1

 



NORWOOD FINANCIAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2012


   
 
 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
29
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
40
Item 4.
Controls and Procedures
41
PART II -
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
42
Item 1A.
Risk Factors
42
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
42
Item 3.
Defaults upon Senior Securities
42
Item 4.
Mine Safety Disclosures
42
Item 5.
Other Information
42
Item 6.
Exhibits
42
     
Signatures
 
44


 
2

 

PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements
NORWOOD FINANCIAL CORP.
Consolidated Balance Sheets  (unaudited)
(dollars in thousands, except share and per share data)
    March 31,     December 31,  
   
2012
   
2011
 
ASSETS
           
Cash and due from banks
  $ 14,250     $ 8,974  
Interest bearing deposits with banks
    5,991       12,449  
          Cash and cash equivalents
    20,241       21,423  
                 
Securities available for sale, at fair value
    148,489       150,263  
Securities held to maturity, fair value 2012:
   $175, 2011: $177
    171       171  
Loans receivable (net of unearned income)
    479,082       457,907  
   Less:  Allowance for loan losses
    5,618       5,458  
Net loans receivable
    473,464       452,449  
Investment in Federal Home Loan Bank Stock, at cost
    3,413       3,593  
Bank premises and equipment, net
    7,468       7,479  
Bank owned life insurance
    12,003       11,887  
Accrued interest receivable
    2,690       2,468  
Foreclosed real estate owned
    1,143       2,910  
Goodwill
    9,715       9,715  
Other intangibles
    760       800  
Other assets
    5,972       5,656  
    TOTAL ASSETS
  $ 685,529     $ 668,814  
                 
LIABILITIES
               
  Deposits:
               
      Non-interest bearing demand
  $ 78,339     $ 71,959  
      Interest-bearing
    467,853       453,808  
        Total deposits
    546,192       525,767  
  Short-term borrowings
    15,854       21,794  
  Other borrowings
    27,625       27,670  
  Accrued interest payable
    1,333       1,321  
  Other liabilities
    5,664       4,201  
    TOTAL LIABILITIES
    596,668       580,753  
                 
STOCKHOLDERS’ EQUITY
               
    Common stock, $.10 par value per share, authorized
    10,000,000; shares issued 2012: 3,371,866 shares,
                                                  2011: 3,371,866 shares
      337         337  
    Surplus
    24,686       24,660  
    Retained  earnings
    63,513       62,308  
    Treasury stock at cost: 2012: 97,392 shares,
                                              2011: 87,370 shares
    (2,831 )     (2,559 )
  Accumulated other comprehensive income
    3,156       3,315  
     TOTAL STOCKHOLDERS’ EQUITY
    88,861       88,061  
     TOTAL LIABILITIES AND
     STOCKHOLDERS’ EQUITY
  $ 685,529     $ 668,814  
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  
    March 31,   
INTEREST INCOME
   2012      2011  
             
  Loans receivable, including fees
  $ 6,373     $ 4,928  
  Securities
    1,026       1,090  
  Other
    4       8  
  Total interest income
    7,403       6,026  
                 
INTEREST EXPENSE
               
  Deposits
    961       885  
  Short-term borrowings
    11       24  
  Other borrowings
    244       336  
  Total interest expense
    1,216       1,245  
NET INTEREST INCOME
    6,187       4,781  
PROVISION FOR LOAN LOSSES
    350       220  
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES
    5,837       4,561  
                 
OTHER INCOME
               
  Service charges and fees
    554       549  
  Income from fiduciary activities
    98       113  
  Net realized gains on sales of securities
    402       212  
  Net gains on sale of loans
    5       143  
  Other
    232       191  
  Total other income
    1,291       1,208  
                 
OTHER EXPENSES
               
  Salaries and employee benefits
    2,151       1,701  
  Occupancy, furniture & equipment, net
    487       398  
  Data processing related
    232       215  
  Taxes, other than income
    152       129  
  Professional fees
    209       134  
  Merger related expenses
    18       267  
  Federal Deposit Insurance Corporation insurance assessment
    99       120  
  Foreclosed real estate owned
    122       19  
  Other
    677       551  
  Total other expenses
    4,147       3,534  
                 
INCOME BEFORE INCOME TAXES
    2,981       2,235  
INCOME TAX EXPENSE
    795       575  
NET INCOME
  $ 2,186     $ 1,660  
                 
BASIC EARNINGS PER SHARE
  $ .67     $ .60  
                 
DILUTED EARNINGS PER SHARE
  $ .67     $ .60  
                 
See accompanying notes to the unaudited consolidated financial statements.

 
4

 
 
NORWOOD FINANCIAL CORP
Consolidated Statement of Comprehensive Income (unaudited)
(dollars in thousands)

   
Three Months Ended
   
Three Months Ended
 
   
March 31, 2012
   
March 31, 2011
 
Net income
  $ 2,186     $ 1,660  
Other Comprehensive income:
               
   Investment securities available for sale:
               
       Unrealized holding gains
    154       466  
             Tax effect
    (48 )     (158 )
   Reclassification of gains recognized in net income
    (402 )     (212 )
             Tax effect
    137       72  
   Net of tax amount
    (159 )     168  
Comprehensive Income
  $ 2,027     $ 1,828  
                 

See accompanying notes to unaudited consolidated financial statements.

 
5

 

NORWOOD FINANCIAL CORP.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Three Months Ended March 31, 2012
(dollars in thousands, except share and per share data)

    
 
Common Stock
         
 
Retained
   
 
Treasury Stock
   
Accumulated
Other
Comprehensive
       
   
Shares
   
Amount
   
Surplus
   
Earnings
   
Shares
   
Amount
   
Income
   
Total
 
Balance December 31, 2011
    3,371,866     $ 337     $ 24,660     $ 62,308       87,370     $ (2,559 )   $ 3,315     $ 88,061  
Net Income
                            2,186                               2,186  
Other comprehensive income
                                                    (159 )     (159 )
Cash dividends declared $.30
    per share
                            (981 )                             (981 )
Acquisition of  treasury  stock
                                    11,647       (320 )             (320 )
Compensation expense related
    to stock options
                    33                                       33  
Stock options exercised
                    (9 )             (1,625 )     48               39  
Tax benefit on stock options
   
 
     
 
      2      
 
     
 
     
 
     
 
      2  
Balance, March 31, 2012
    3,371,866     $ 337     $ 24,686     $ 63,513       97,392     $ (2,831 )   $ 3,156     $ 88,861  

See accompanying notes to the unaudited consolidated financial statements.


 
6

 
 

NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)  
 
    Three Months Ended
March 31,
 
 
 
2012
   
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Income
  $ 2,186     $ 1,660  
Adjustments to reconcile net income to net cash provided by operating  activities:
               
  Provision for loan losses
    350       220  
  Depreciation
    141       110  
  Amortization of intangible assets
    40       13  
  Deferred income taxes
    52       (84 )
  Net amortization of securities premiums and discounts
    296       179  
  Net realized gain on sales of securities
    (402 )     (212 )
  Net increase in value of life insurance
    (132 )     (84 )
  Loss on sale of bank premises and equipment and foreclosed real estate
    32       -  
  Net gain on sale of mortgage loans
    (5 )     (143 )
  Mortgage loans originated for sale
    (123 )     (4,692 )
  Proceeds from sale of mortgage loans originated for sale
    128       4,835  
  Compensation expense related to stock options
    33       41  
  Increase in accrued interest receivable and other assets
    (495 )     (615 )
  Increase  in accrued interest payable and other liabilities
    (456 )     635  
    Net cash provided by operating activities
    1,645       1,863  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
  Securities available for sale:
               
   Proceeds from sales
    10,633       6,187  
   Proceeds from maturities and principal reductions on mortgage-backed securities
    6,738       7,113  
   Purchases
    (13,804 )     (10,302 )
  Redemption of FHLB stock
    180       168  
  Net (increase) decrease in loans
    (21,692 )     6,467  
  Purchase of bank premises and equipment
    (130 )     (4 )
  Proceeds from sale of bank premises and equipment and foreclosed real estate
     2,071       -  
  Net cash (used in) provided by investing activities
    (16,004 )     9,629  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
  Net increase in deposits
    20,425       3,255  
  Net decrease in short-term borrowings
    (5,940 )     (7,844 )
  Repayments of other borrowings
    (45 )     (3,000 )
  Stock options exercised
    39       -  
  Tax benefit of stock options exercised
    2       -  
  Acquisition of treasury stock
    (320 )     (191 )
  Cash dividends paid
    (984 )     (803 )
   Net cash provided by (used in) financing activities
    13,177       (8,583 )
   Increase (decrease) in cash and cash equivalents
    (1,182 )     2,909  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    21,423       16,625  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 20,241     $ 19,534  
See accompanying notes to the unaudited consolidated financial statements.
 
 
7

 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
 
    Three Months Ended
March 31,
 
 
 
2012
   
2011
 
Supplemental Disclosures of Cash Flow Information
           
Cash payments for:
           
   Interest paid to depositors
  $ 1,204     $ 1,440  
   Income taxes paid, net of refunds
    197       3  
 Supplemental Schedule of Noncash Investing Activities
               
  Investment purchases
    1,934       -  
  Transfers of loans to foreclosed real estate and repossession of other assets
    336       204  
                 
See accompanying notes to the unaudited consolidated financial statements.


 
8

 


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., Norwood Settlement Services, LLC,  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 accounting 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 and results of operations of the Company.  The operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 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, 2011.

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 shares outstanding used in the computations of basic and diluted earnings per share:

(in thousands)
    Three Months Ended  
    March 31,  
 
 
2012
   
2011
 
Basic EPS weighted average shares outstanding
    3,283       2,767  
Dilutive effect of stock options
    2       3  
Diluted EPS weighted average shares outstanding
    3,285       2,770  
                 
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 173,775 and 163,150 as of March 31, 2012 and 2011, respectively, based upon the closing price of Norwood common stock of $26.50 and $27.25 per share on March 31, 2012 and 2011, respectively.
 
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,
 
 
 
9

 
                                                                                                                                                                                                                                                                                                                                  24,000 options in 2008, 27,000 options in 2009, 28,000 options in 2010 and 29,000 in 2011, all of which have a twelve month vesting period. As of March 31, 2012, there was $98,000 of total unrecognized compensation cost related to non-vested options granted in 2011 under the plan, which will be fully amortized by December 31, 2012.

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
($000)
 
                       
Outstanding at January 1, 2012
209,914
 
$
28.43
 
 6.3
 Yrs.
 
$
113
 
Granted
-
   
-
   
-
   
-
 
Exercised
           (1,625
)  
23.95
 
1.7
 Yrs.
   
-
 
Forfeited
(12,225
)  
29.65
 
5.4
 Yrs.
       
Outstanding at March 31, 2012
196,064
 
$
26.39
 
6.1
 Yrs.
 
$
85
 
                       
Exercisable at March 31, 2012
167,064
 
$
28.55
 
4.6
 Yrs.
 
$
85
 
                       

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 $26.50 as of March 31, 2012 and $27.47 as of December 31, 2011.


4.             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)
   
March 31,
 
   
2012
   
2011
 
 
Unfunded availability under loan commitments
  $ 42,538     $ 23,466  
Unfunded commitments under lines of credit
    41,865       29,809  
Standby letters of credit
    11,557       3,636  
                 
    $ 95,960     $ 56,911  
 
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
 
10

 
 
termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  The Bank evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Generally, all letters of credit, when issued, have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Bank, generally, holds collateral and/or personal guarantees supporting these commitments.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.  The current amount of the liability as of March 31, 2012 for guarantees under standby letters of credit issued is not material.
 
11

 


5. Securities

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

   
March 31, 2012
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In Thousands)
 
Available for Sale:
                       
U.S. Government agencies
  $ 9,000     $ 16     $ -     $ 9,016  
States and political subdivisions
    51,667       2,439       (12 )     54,094  
Corporate obligations
    9,150       234       -       9,384  
Mortgage-backed securities-government sponsored entities
    73,700       2,100       (13 )     75,787  
      143,517       4,789       (25 )     148,281  
Equity securities-financial services
    189       20       (1 )     208  
    $ 143,706     $ 4,809     $ (26 )   $ 148,489  
Held to Maturity:
                               
States and political subdivisions
  $ 171     $ 4     $ -     $ 175  
                                 

   
December 31, 2011
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In Thousands)
 
Available for Sale:
                       
U.S. Government agencies
  $ 13,268     $ 130     $ -     $ 13,398  
States and political subdivisions
    54,106       2,640       -       56,746  
Corporate obligations
    8,733       130       (54 )     8,809  
Mortgage-backed securities-government sponsored entities
    68,886       2,081       (2 )     70,965  
      144,993       4,981       (56 )     149,918  
Equity securities-financial services
    239       109       (3 )     345  
    $ 145,232     $ 5,090     $ (59 )   $ 150,263  
Held to Maturity:
                               
States and political subdivisions
  $ 171     $ 6     $ -     $ 177  
                                 


 
12

 
 
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):
 
 
   
March 31, 2012
 
     Less than 12 Months    12 Months or More      Total  
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
 
States and political subdivisions
  $ 1,082     $ (12 )   $ -     $ -     $ 1,082     $ (12 )
Mortgage-backed securities-government sponsored agencies
    6,627       (13 )     -       -       6,627       (13 )
Equity securities-financial services
    -       -       15       (1 )     15       (1 )
    $ 7,709     $ (25 )   $ 15     $ (1 )   $ 7,724     $ (26 )
                                                 


   
December 31, 2011
 
    Less than 12 Months      12 Months or More     Total  
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
 
Corporate obligations
  $ 4,152     $ (54 )   $ -     $ -     $ 4,152     $ (54 )
                                                 
Mortgage-backed securities-government sponsored agencies
      2,495       (2 )       -         -         2,495       (2 )
Equity securities-financial services
     34       (2 )      15       (1 )      49       (3 )
    $ 6,681     $ (58 )   $ 15     $ (1 )   $ 6,696     $ (59 )
                                                 

At March 31, 2012, the Company has 6 debt securities in an unrealized loss position in the less than twelve months category and no debt 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, one of which has been in a loss position for greater than one year.  Management believes that the other unrealized loss represents temporary impairment of the security as the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis.
 
 
13

 
 
The amortized cost and fair value of debt securities as of March 31, 2012 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.

     Available for Sale       Held to Maturity  
   
Amortized Cost
   
Fair Value
   
Amortized Cost
   
Fair Value
 
   
(In Thousands)
 
                         
Due in one year or less
  $ 1,471     $ 1,474     $ -     $ -  
Due after one year through five years
    17,753       18,028       171       175  
Due after five years through ten years
    18,944       19,873       -       -  
Due after ten years
    31,649       33,119       -       -  
                                 
Mortgage-backed securities-government sponsored agencies
    73,700       75,787       -       -  
    $ 143,517     $ 148,281     $ 171     $ 175  


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

   
Three Months
 
   
Ended March 31,
 
   
2012
   
2011
 
Gross realized gains
  $ 402     $ 212  
Gross realized losses
 
___-
   
___-
 
Net realized gain
  $ 402     $ 212  
Proceeds from sales of securities
  $ 10,633     $ 6,187  


6.   Loans Receivable and Allowance for Loan Losses

        Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated:
 
Types of loans
(dollars in thousands)
 
    March 31, 2012     December 31, 2011  
                         
Real Estate-Residential
  $ 148,983       31.1 %   $ 148,148       32.3 %
                Commercial
    273,922       57.1       262,476       57.3  
                Construction
    14,562       3.0       11,087       2.4  
Commercial, financial and agricultural
    28,506       5.9       22,684       5.0  
Consumer loans to individuals
    13,669       2.9       13,934       3.0  
  Total loans
    479,642       100.0 %     458,329       100.0 %
                                 
  Deferred fees (net)
    (560 )             (422 )        
 
                               
  Allowance for loan losses
    (5,618 )             (5,458 )        
  Net loans receivable
  $ 473,464             $ 452,449          


 
14

 

        Changes in the accretable yield for purchased credit-impaired loans were as follows for the three months ended March 31, 2012 (in thousands):

Balance at beginning of period
  $ 171  
Accretion
    (24 )
Reclassification and other
    -  
Balance at end of period
  $ 147  
         

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

   
March 31, 2012
   
December 31, 2011
 
   
Acquired Loans with Specific
Evidence of Deterioration in Credit Quality
   
Acquired Loans with Specific
Evidence of Deterioration in Credit Quality
 
Outstanding Balance
  $ 1,392     $ 1,412  
Carrying Amount
    1,244       1,246  

There were no material increases or decreases in the expected cash flows of these loans between May 31, 2011 (the “acquisition date”) and March 31, 2012.  There has been no allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of May 31, 2011 as well as those acquired without specific evidence of deterioration in credit quality as of March 31, 2012.  In addition, there has been no allowance for loan losses reversed.

The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans.  Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers.  Specific loan loss allowances are established for identified losses based on a review of such information.  A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probably that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated independently.  We do not aggregate such loans for evaluation purposes.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider.  Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.  TDR loans that are in compliance with their modified terms and that yield a market rate may be removed from the TDR status after a period of performance.
 
 
15

 
 
        The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:

   
Real Estate Loans
     
   
Residential
   
Commercial
   
Construction
      Commercial
Loans
   
Consumer
Loans
    Total  
March 31, 2012
    (In thousands)
                               
                               
  Individually evaluated for impairment
  $ -     $ 12,655     $ -     $ 385     $ -     $ 13,040  
  Loans acquired with deteriorated 
      credit quality
  $ 278     $ 966     $ -     $ -     $ -     $ 1,244  
  Collectively evaluated for impairment
  $ 148,705     $ 260,301     $ 14,562     $ 28,121     $ 13,669     $ 465,358  
Total Loans
  $ 148,983     $ 273,922     $ 14,562     $ 28,506     $ 13,669     $ 479,642  

 
   
Real Estate Loans
     
   
Residential
   
Commercial
   
Construction
      Commercial
Loans
   
Consumer
Loans
   
 Total
 
December 31, 2011
    (In thousands)  
                               
  Individually evaluated for impairment
  $ -     $ 11,786     $ -     $ 598     $ -     $ 12,384  
  Loans acquired with deteriorated
      credit quality
  $ 343     $ 903     $ -     $ -     $ -     $ 1,246  
  Collectively evaluated for impairment
  $ 147,805     $ 249,787     $ 11,087     $ 22,086     $ 13,934     $ 444,699  
Total Loans
  $ 148,148     $ 262,476     $ 11,087     $ 22,684     $ 13,934     $ 458,329  

 
16

 


The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.  Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired.

   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Associated
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
March 31, 2012
With no related allowance recorded:
    (In thousands)  
Real Estate Loans
                             
    Residential
  $ 278     $ 306     $ -     $ 296     $ 1  
    Commercial
    6,427       6,546       -       6,353       22  
Commercial Loans
    385       385       -       385       -  
          Total
    7,090       7,237       -       7,034       23  
With an allowance recorded:
                                       
Real Estate Loans
                                       
    Commercial
    7,194       7,194       1,073       6,844       53  
          Total
    7,194       7,194       1,073       6,844       53  
Total:
                                       
Real Estate loans
                                       
    Residential
    278       306       -       296       1  
    Commercial
    13,621       13,740       1,073       13,197       75  
Commercial Loans
    385       385       -       385       -  
          Total Impaired Loans
  $ 14,284     $ 14,431     $ 1,073     $ 13,878     $ 76  


 
17

 


   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Associated
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
December 31, 2011
With no related allowance recorded:
    (In thousands)  
Real Estate Loans
                             
    Residential
  $ 343     $ 385     $ -     $ 245     $ 7  
    Commercial
    5,866       5,995       -       5,372       340  
Commercial Loans
    598       598       -       496       10  
          Total
    6,807       6,978       -       6,113       357  
With an allowance recorded:
                                       
Real Estate Loans
                                       
    Commercial
    6,823       6,823       1,231       9,670       204  
          Total
    6,823       6,823       1,231       9,670       204  
Total:
                                       
Real Estate loans
                                       
    Residential
    343       385       -       245       7  
    Commercial
    12,689       12,818       1,231       15,042       544  
Commercial Loans
    598       598       -       496       10  
          Total Impaired Loans
  $ 13,630     $ 13,801     $ 1,231     $ 15,783     $ 561  

       Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.  As of March 31, 2012, troubled debt restructured loans totaled $7.2 million and resulted in specific reserves of $1.1 million. There were no defaults on restructured loans during the past twelve months.  During 2012, there were no new loans identified as troubled debt restructurings.  As of December 31, 2011, troubled debt restructured loans totaled $7.2 million and resulted in specific reserves of $1.2 million.

Management uses a seven point internal risk rating system to monitor the credit quality of the overall loan portfolio.  The first three categories are considered not criticized, and are aggregated as “Pass” rated.  The criticized rating categories utilized by management generally follow bank regulatory definitions.  The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.  Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event.  The Bank’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis.  Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration.  Loan Review also annually reviews relationships of $500,000 and over to assign or re-affirm risk ratings.  Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.
 
 
 
18

 
 
The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of  March 31, 2012 and December 31, 2011 (in thousands):

   
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
March 31, 2012
                                   
 
 
Commercial real estate loans
  $ 248,086     $ 10,960     $ 14,876     $ -     $ -     $ 273,922  
Commercial loans
    27,651       409       446       -       -       28,506  
          Total
  $ 275,737     $ 11,369     $ 15,322     $ -     $ -     $ 302,428  
                                                 
 

   
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
December 31, 2011
                                   
 
 
Commercial real estate loans
  $ 237,407     $ 11,009     $ 14,060     $ -     $ -     $ 262,476  
Commercial loans
    21,598       427       659       -       -       22,684  
          Total
  $ 259,005     $ 11,436     $ 14,719     $ -     $ -     $ 285,160  
                                                 
 
 

For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits.  The following table presents the recorded investment in the loan classes based on payment activity as of March 31, 2012 and December 31, 2011 (in thousands):

March 31, 2012
 
Performing
   
Nonperforming
   
Total
 
Residential real estate loans
  $ 146,530     $ 2,453     $ 148,983  
Construction
    14,562       -       14,562  
Consumer loans
    13,669       -       13,669  
     Total
  $ 174,761     $ 2,453     $ 177,214  
                         

December 31, 2011
 
Performing
   
Nonperforming
   
Total
 
Residential real estate loans
  $ 145,061     $ 3,087     $ 148,148  
Construction
    11,087       -       11,087  
Consumer loans
    13,934       -       13,934  
     Total
  $ 170,082     $ 3,087     $ 173,169  
                         


 
19

 




Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2012 and December 31, 2011 (in thousands):
 
   
 
 
 
 
Current
   
 
 
31-60 Days
Past Due
   
 
 
61-90 Days
Past Due
   
 
Greater than
90 Days
Past Due and
still accruing
   
 
 
 
Non-Accrual
   
 
Total
Past Due and Non-Accrual
   
 
 
 
Total Loans
 
 
March 31, 2012
                                         
Real Estate loans
                                         
  Residential
  $ 145,821     $ 178     $ 531     $ -     $ 2,453     $ 3,162     $ 148,983  
  Construction
    14,556       6       -       -       -       6       14,562  
  Commercial
    266,660       1,115       -       418       5,729       7,262       273,922  
Commercial  loans
    28,121       -       -       -       385       385       28,506  
Consumer  loans
    13,620       48       1       -       -       49       13,669  
    Total
  $ 468,778     $ 1,347     $ 532     $ 418     $ 8,567     $ 10,864     $ 479,642  
                                                         
   
 
 
 
 
Current
   
 
 
31-60 Days
Past Due
   
 
 
61-90 Days
Past Due
   
 
Greater than
90 Days
Past Due and
still accruing
   
 
 
 
Non-Accrual
   
 
Total
Past Due and Non-Accrual
   
 
 
 
Total Loans
 
 
December 31, 2011
                                                       
Real Estate loans
                                                       
  Residential
  $ 143,550     $ 160     $ 1,351     $ -     $ 3,087     $ 4,598     $ 148,148  
  Construction
    10,532       -       555       -       -       555       11,087  
  Commercial
    255,613       1,015       1,524       -       4,324       6,863       262,476  
Commercial  loans
    22,086       194       -       -       404       598       22,684  
Consumer  loans
    13,835       89       10       -       -       99       13,934  
    Total
  $ 445,616     $ 1,458     $ 3,440     $ -     $ 7,815     $ 12,713     $ 458,329  
                                                         
 
 
    The following table presents the allowance for loan losses by the classes of the loan portfolio:
 
(In thousands)
 
Residential
Real Estate
   
Commercial
Real Estate
   
 
Construction
   
 
 Commercial
   
 
Consumer
   
 
Total
 
Beginning balance, December 31, 2011
  $ 1,257     $ 3,838     $ 72     $ 147     $ 144     $ 5,458  
Charge Offs
    (61 )     (103 )     -               (32 )     (196 )
Recoveries
    1       -       -       -       5       6  
Provision Expense
     2       272       3       44       29       350  
Ending balance,    March 31, 2012
  $ 1,199       4,007       75       191       146       5,618  
Ending balance individually
  evaluated for impairment
  $ -           1,073           -           -           -           1,073  
Ending balance collectively
  evaluated for impairment
  $ 1,199           2,934           75           191           146           4,545  
 
 
20

 
(In thousands)
 
Residential
Real Estate
   
Commercial
Real Estate
   
 
Construction
   
 
 Commercial
   
 
Consumer
   
 
Total
 
Beginning balance, December 31, 2010
  $ 1,167     $ 3,976     $ 110     $ 171     $ 192     $ 5,616  
Charge Offs
    (37 )     (14 )     -       (2 )     (22 )     (75 )
Recoveries
    2       -       -       5       12       19  
Provision Expense
    (14 )     124       1       139       (30 )     220  
Ending balance,    March 31, 2011
  $ 1,118       4,086       111       313       152       5,780  
Ending balance individually
  evaluated for impairment
  $ -           2,153           -           -           -           2,153  
Ending balance collectively
  evaluated for impairment
  $ 1,118           1,933           111           313           152           3,627  
                                                 
The Company’s primary business activity is with customers located in northeastern Pennsylvania. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy.

As of March 31, 2012, the Company considered its concentration of credit risk to be acceptable.  The highest concentrations are in the hospitality lodging industry and builders/contractors with loans outstanding of $46.6 million, or 53.5% of capital, to the hospitality lodging industry and $13.3 million, or 18.7% of capital, to builders/contractors. There were no losses recognized on loans to the hospitality industry or to builders/contractors during the current period.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $5,000 and $0 respectively, in the first three months of 2012 compared to $96,000 and $0, respectively, in the same period in 2011.  The proceeds from the sales of residential mortgage loans totaled $129,000 and $4.7 million for the three months ended March 31, 2012 and 2011, respectively.


 
7.             Fair Value Measurements

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques.  These valuations are significantly affected by discount rates, cash flow assumptions and risk assumptions used.  Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

Fair value is determined at one point in time and is not representative of future value.  These amounts do not reflect the total value of a going concern organization.  Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.
 
 
21

 
The following is a discussion of assets and liabilities measured at fair value on a recurring basis and valuation techniques applied:
 
Securities:

The fair value of securities available for sale (carried at fair value) 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 2).  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.

We may be required from time to time to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP.  These adjustments to fair value usually result from application of lower-of-cost-or market accounting or write-downs of individual assets.

Impaired loans (generally carried at fair value):

The Company measured 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 properties, 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.

Foreclosed real estate owned (carried at fair value):

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.
 
 
22

 

 
For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2012 and December 31, 2011 are as follows:

 
Fair Value Measurement Using
 
Description
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
   (In thousands)  
March 31, 2012
                       
Available for Sale:
                       
US Government agencies
  $ 9,016     $ -     $ 9,016     $ -  
States and political subdivisions
    54,094       -       54,094       -  
Corporate obligations
    9,384       -       9,384       -  
Mortgage-backed securities-government sponsored agencies
    75,787       -       75,787       -  
Equity securities-financial services
    208       208       -      
­ -
 
Total
  $ 148,489     $ 208     $ 148,281     $ -  
                                 
December 31, 2011
                               
Available for Sale:
                               
US Government agencies
  $ 13,398     $ -     $ 13,398     $ -  
States and political subdivisions
    56,746       -       56,746       -  
Corporate obligations
    8,809       -       8,809       -  
Mortgage-backed securities-government sponsored agencies
    70,965       -       70,965       -  
Equity securities-financial services
    345       345       -       -  
Total
  $ 150,263     $ 345     $ 149,918     $ -  

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2012 and December 31, 2011 are as follows:

         
Fair Value Measurement using
 
                         
(In thousands)
                       
                         
                         
Description
 
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
March 31, 2012
     
Impaired Loans
  $ 13,211     $ -     $ -     $ 13,211  
Foreclosed Real Estate Owned
    1,143       -       -       1,143  
    $ 14,354     $ -     $ -     $ 14,354  
                                 
December 31, 2011
                               
Impaired Loans
  $ 12,399     $ -     $ -     $ 12,399  
Foreclosed Real Estate Owned
    2,910       -       -       2,910  
    $ 15,309     $ -     $ -     $ 15,309  

There were no assets measured at fair value on a recurring basis for which Norwood has utilized Level 3 inputs to determine fair value at March 31, 2012.

 
23

 

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Norwood has utilized Level 3 inputs to determine fair value:

   
Quantitative Information about Level 3 Fair Value Measurements
 
 
(In thousands)
 
Fair Value
Estimate
 
Valuation
Techniques
Unobservable
Input
 
Range(Weighted
Average)
 
March 31, 2012
               
 
Impaired loans
  $ 13,211  
Appraisal of
collateral(1)
Appraisal
adjustments(2)
     0-20 %
            Liquidation
expenses(2)
    20
Foreclosed real estate owned
  $ 1,143  
Appraisal of
collateral(1)(3)
         

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which
      generally include various level 3 inputs which are not identifiable, less any associated allowance.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and
      estimated liquidation expenses.  The range and weighted average of liquidation expenses and other
      appraisal adjustments are presented as a percent of the appraisal.
(3) Includes qualitative adjustments by management and estimated liquidation expenses.

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 March 31, 2012 and December 31, 2011.

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.

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.

Mortgage servicing rights (generally carried at cost)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights.  Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

 
24

 

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

The Company as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has no quoted market value and is carried at cost.

Bank Owned Life Insurance (carried at cost):

The fair value is equal to the cash surrender value of the Bank-owned life insurance.

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.
 
 
25

 

The estimated fair values of the Bank’s financial instruments were as follows at March 31, 2012 and December 31, 2011. (In thousands)
 
   
Fair Value Measurements at March 31, 2012
       
   
 
 
Carrying
Amount
   
 
 
Fair Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant
Unobservable Inputs
(Level 3)
 
Financial assets:
                             
Cash and due from banks, interest-  
bearing deposits with banks and federal funds sold
  $ 20,241     $ 20,241     $ 20,241     $ -     $ -  
Securities
    148,660       148,664       208       148,456       -  
Loans receivable, net
    473,464       483,223       -       -       483,223  
Mortgage servicing rights
    291       291       291       -       -  
Investment in FHLB stock
    3,413       3,413       3,413       -       -  
Bank owned life insurance
    12,003       12,003       12,003       -       -  
Accrued interest receivable
    2,690       2,690       2,690       -       -  
                                         
Financial liabilities:
                                       
Deposits
    546,192       547,880       318,937       -       228,943  
Short-term borrowings
    15,854       15,854       15,854       -       -  
Other borrowings
    27,625       30,446       -       -       30,446  
Accrued interest payable
    1,333       1,333       1,333       -       -  
                                         
Off-balance sheet financial instruments:                                         
Commitments to extend credit and outstanding letters of credit
      -         -                          
 

 
 
26

 

   
Fair Value Measurements at
December 31, 2011
 
   
Carrying Amount
   
Fair Value
 
Financial assets:
           
Cash and due from banks, interest-
  bearing deposits with banks and
  federal funds sold
  $ 21,423     $ 21,423  
Securities
    150,434       150,440  
Loans receivable, net
    452,449       463,118  
Mortgage servicing rights
    302       308  
Investment in FHLB stock
    3,593       3,593  
Bank owned life insurance
    11,887       11,887  
Accrued interest receivable
    2,468       2,468  
                 
Financial liabilities:
               
Deposits
    525,767       527,707  
Short-term borrowings
    21,794       21,794  
Other borrowings
    27,670       30,002  
Accrued interest payable
    1,321       1,321  
                 
Off-balance sheet financial instruments:
 Commitments to extend credit and
     outstanding letters of credit
      -         -  



8.         New and Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements:

    In April 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-03, Transfers and Services (Topic 860): Reconsideration of Effective Control for Repurchase Agreements.  The main objective in developing this Update is to improve the accounting for repurchase agreements (repos) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.  The amendments in this Update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.  The amendments in this Update apply to all entities, both public and nonpublic.  The amendments affect all entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity.  The guidance in this Update is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.
 
    In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820):  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.  The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs.  Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value
 
27

 
 
measurements.  The amendments in this Update are to be applied prospectively.  For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company has provided the necessary disclosure in Note 7.
 
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220):  Presentation of Comprehensive Income.  The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income.  To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated.  The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income.  All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update.  For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The amendments in this Update should be applied retrospectively, and early adoption is permitted. The Company has provided the necessary disclosure in the Consolidated Statement of Comprehensive Income.
 
.           In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other Topics (Topic 350), Testing Goodwill for Impairment.  The objective of this update is to simplify how entities, both public and nonpublic, test goodwill for impairment.  The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350.  The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent.  Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.  The amendments in this Update apply to all entities, both public and nonpublic, that have goodwill reported in their financial statements and are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.
 
In September 2011, the FASB issued ASU 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80):Disclosures about an Employer’s Participation in a Multiemployer Plan.  The amendments in this Update will require additional disclosures about an employer’s participation in a multiemployer pension plan to enable users of financial statements to assess the potential cash flow implications relating to an employer’s participation in multiemployer pension plans.  The disclosures also will indicate the financial health of all of the significant plans in which the employer participates and assist a financial statement user to access additional information that is available outside the financial statements.  For public entities, the amendments in this Update are effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. The amendments should be applied retrospectively for all prior periods presented.
 
In December 2011, the FASB issued ASU 2011-10, Property, Plant, and Equipment (Topic 360):  Derecognition of in Substance Real Estate-a Scope Clarification.  The amendments in this Update affect entities that cease to have a  controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary's nonrecourse debt. Under the amendments in this Update, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary's nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20 to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to
 
 
28

 
 
 
the lender and the extinguishment of the related nonrecourse indebtedness.  That is, even if the reporting entity ceases to have a controlling financial interest under Subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary's operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt.  The amendments in this Update should be applied on a prospective basis to deconsolidation events occurring after the effective date.  Prior periods should not be adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities.  For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012.  Early adoption is permitted.  This ASU is not expected to have a significant impact on the Company’s financial statements.
 
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities.  The amendments in this Update affect all entities that have financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement.  The requirements amend the disclosure requirements on offsetting in Section 210-20-50.  This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update.  An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.  This ASU is not expected to have a significant impact on the Company’s financial statements.
 
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220):  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05.  Entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05.  All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company has provided the necessary disclosure in Statement of Comprehensive Income.
 
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 are as follows:

 
our ability to realize the anticipated benefits from our acquisition of North Penn Bancorp, Inc.
 
our ability to effectively manage future growth
 
loan losses in excess of our allowance
 
risks inherent in commercial lending
 
real estate collateral which is subject to declines in value
 
 
 
29

 

 
potential other-than-temporary impairments
 
higher deposit insurance premiums
 
soundness of other financial institutions
 
increased compliance burden under new financial reform legislation
 
risk of failure to stabilize the financial system
 
current market volatility
 
potential liquidity risk
 
availability of capital
 
regional economic factors
 
loss of senior officers
 
comparatively low legal lending limits
 
limited market for the Company’s stock
 
restrictions on ability to pay dividends
 
common stock may lose value
 
competitive environment
 
issuing additional shares may dilute ownership
 
extensive and complex governmental regulation and associated cost
 
interest rate risks
 
 
Norwood Financial Corp. 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, 2011 (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, the fair value of financial instruments, valuation of impaired loans, and the determination of other-than-temporary impairment losses on securities.  Please refer to the discussion of the allowance for loan losses calculation under “Allowance for Loan Losses and Non-performing Assets” in the “Changes in Financial Condition” section.

The Company uses the modified prospective transition method to account for stock based compensation.  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.

Bonds, notes and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the term of the security.
 
 
30

 
 
Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has not quoted market value and is carried at cost.

The FHLB incurred losses in both 2009 and 2010 and had suspended the payment of dividends.  However, the FHLB has shown positive results during 2011 which includes stock redemptions and resumed dividend payments.  The losses were primarily attributable to impairment of investment securities associated with the extreme economic conditions in place during the previous several years.  Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.  More consideration was given to the long-term prospects for the FHLB as opposed to the recent stress caused by the extreme economic conditions the world is facing.  Management also considered that the FHLB’s regulatory capital ratios have increased from the prior year, liquidity appears adequate, and the new shares of FHLB stock continue to change hands at the $100 par value.

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 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 March 31, 2012 and December 31, 2011.

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 loss on all other securities at March 31, 2012 and December 31, 2011 represent temporary impairment of the securities, related to changes in interest rates.

In connection with the acquisition of North Penn, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of net assets of the institutions acquired in purchase transactions, at its fair value at the date of acquisition.  Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.  The value of the goodwill can change in the future.  We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Bank.  If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss.
 
 
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Changes in Financial Condition

General
Total assets as of March 31, 2012 were $685.5 million compared to $668.8 million as of December 31, 2011, an increase of $16.7 million.  The increase includes $21.2 million of loan growth which was funded with a $20.4 million increase in deposits.

Securities
The fair value of securities available for sale as of March 31, 2012 was $148.5 million compared to $150.3 million as of December 31, 2011.  The Company purchased $14.9 million of securities principally using the proceeds from $17.4 million of securities sold, called, maturities and principal reductions.


The carrying value of the Company’s securities portfolio (Available-for Sale and Held-to Maturity) consisted of the following:
 
     March 31, 2012     December 31, 2011   
(dollars in thousands)
 
Amount
   
% of portfolio
   
Amount
   
% of portfolio
 
                         
US Government agencies
  $ 9,016       6.1 %   $ 13,398       8.9 %
States and political subdivisions
    54,265       36.5       56,917       37.8  
Corporate obligations
    9,384       6.3       8,809       5.9  
Mortgage-backed securities-
  government sponsored entities
    75,787        51.0       70,965        47.2  
Equity securities-financial services
    208        0.1        345        0.2  
  Total
  $ 148,660       100.0 %   $ 150,434       100.0 %

The Company has securities in an unrealized loss position.  In management’s opinion, the unrealized losses in state and political subdivisions and mortgage-backed securities 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 which has been impacted by the weakening conditions of the financial markets.  Management believes that the unrealized losses on all other equity holdings represent temporary impairment of the securities, as the Company has the intent and ability to hold these investments until maturity or market price recovery.
 
Loans

Loans receivable totaled $479.1 million at March 31, 2012 compared to $457.9 million as of December 31, 2011.  The majority of the growth recorded in 2012 was centered in commercial loans.  Commercial real  estate loans increased $13.9 million during the period while other commercial loans increased $7.1 million.

The allowance for loan losses totaled $5,618,000 as of March 31, 2012 and represented 1.17% of total loans, compared to $5,458,000 at December 31, 2011, and $5,780,000 as of March 31, 2011.  The Company had net charge-offs for the three months ended March 31, 2012 of $190,000 compared to $56,000 in the comparable period in 2011.  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 March 31, 2012 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.
 
 
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     As of March 31, 2012, non-performing loans totaled $9.0 million, which is 1.88% of total loans compared to $7,815,000, or 1.71% of total loans at December 31, 2011.

    The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:
 
(dollars in thousands)
 
March 31, 2012
   
December 31, 2011
 
  Loans accounted for on a non-accrual basis:
           
   Commercial and all other
  $ 385     $ 404  
   Real Estate
    8,182       7,411  
   Total
    8,567       7,815  
                 
Accruing loans which are contractually
               
  past due 90 days or more
    418        -  
Total non-performing loans
    8,985       7,815  
Foreclosed real estate
    1,143        2,910  
Total non-performing assets
  $ 10,128     $ 10,725  
Allowance for loans losses    5,618     $ 5,458  
Coverage of non-performing loans
  $ .63   $  .70
Non-performing loans to total loans
    1.88 %     1.71 %
Non-performing loans to total assets
    1.31 %     1.17 %
Non-performing assets to total assets
    1.48 %     1.60 %

Deposits
During the period, total deposits increased $20.4 million which includes growth of $6.4 million in non-interest bearing demand deposits, a $6.4 million increase in money market and NOW accounts, and a $2.1 million increase in savings deposits.  Certificates of deposit increased $5.5 million due primarily to promotions during the period.

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

(dollars in thousands)
 
March 31,
2012
   
December 31,
2011
 
             
Non-interest bearing demand
  $ 78,339     $ 71,959  
Interest bearing demand
    56,853       51,161  
Money market deposit accounts
    114,776       114,007  
Savings
    68,970       66,866  
Time deposits <$100,000
    144,895       141,220  
Time deposits >$100,000
    82,359        80,554  
                 
     Total
  $ 546,192     $ 525,767  


 
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Borrowings
Short-term borrowings as of March 31, 2012 totaled $15.9 million compared to $21.8 million as of December 31, 2011.  Securities sold under agreements to repurchase declined $5.9 million principally due to the seasonality of municipal cash management accounts.  Short-term borrowings consist of the following:


   
March 31, 2012
   
December 31, 2011
 
(dollars in thousands)
           
Securities sold under agreements to repurchase
  $ 15,854     $ 21,794  

Other borrowings consisted of the following:

(dollars in thousands)
   
March 31, 2012
   
December 31, 2011
 
Notes with the FHLB:
           
Convertible note due October 2012 at 4.37%
  $ 5,000     $ 5,000  
Convertible note due May 2013 at 3.015%
    5,000       5,000  
Fixed rate note due July 2015 at 4.34%
    7,625       7,670  
Convertible note due January 2017 at 4.71%
    10,000       10,000  
    $ 27,625     $ 27,670  

The convertible notes contain an option which allows the FHLB, at quarterly intervals to change the note to an adjustable-rate advance at three month LIBOR plus 11 to 19 basis points.  If the notes are converted, the option allows the Bank to put the funds back to the FHLB at no charge.  The fixed rate borrowing due July 2015 includes a $625,000 fair value adjustment recorded at the time of the North Penn acquisition.

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

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  Commitments to grant loans totaled $42.5 million as of March 31, 2012 compared to $43.1 million as of December 31, 2011.

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

   
March 31, 2012
   
December 31, 2011
 
   
(in thousands)
 
Unfunded availability under loan commitments
  $ 42,538     $ 43,081  
Unfunded commitments under lines of credit
    41,865       29,255  
Standby letters of credit
    11,557       11,892  
                 
    $ 95,960     $ 84,228  
                 
 
 
34

 

 
Stockholders’ Equity and Capital Ratios
As of March 31, 2012, stockholders’ equity totaled $88.9 million, compared to $88.1 million as of December 31, 2011.   The net change in stockholders’ equity included $2.2 million of net income, that was partially offset by $1.0 million of dividends declared and a $320,000 reduction due to an increase in Treasury Stock.  In addition, accumulated other comprehensive income decreased $159,000 due to a decrease in fair value of securities in the available for sale portfolio, net of tax.  This decrease in fair value is the result of a change in interest rates and spreads, 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:
 
       March 31, 2012   December 31, 2011
 Tier 1 Capital          
         (To average assets)        11.48%    11.29%
 Tier 1 Capital          
         (To risk-weighted assets)      15.36%    15.86%
 Total Capital          
         (To risk-weighted assets)       16.51%    17.04%
           
           
 
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 FRB, FDIC and PDB capital requirements as of March 31, 2012 and December 31, 2011.
 

Liquidity
As of March 31, 2012, the Company had cash and cash equivalents of $20.2 million in the form of cash, due from banks and short-term deposits with other institutions.  In addition, the Company had total securities available for sale of $148.5 million which could be used for liquidity needs.  This totals $168.7 million and represents 24.6% of total assets compared to $171.7 million and 25.7% of total assets as of December 31, 2011.  The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of March 31, 2012 and December 31, 2011.  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 2016.  There were no borrowings under this line at March 31, 2012 and December 31, 2011.

The Company has a line of credit commitment from Atlantic Central Bankers Bank for $7,000,000 which expires June 30, 2012.  There were no borrowings under this line as of March 31, 2012 and December 31, 2011.
 
 
35

 
 
The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $16,000,000.  Borrowings under this line were $-0- as of March 31, 2012 and December 31, 2011.

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was approximately $228,000,000 as of March 31, 2012, of which $27,000,000 was outstanding at March 31, 2012 and December 31, 2011 respectively.  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 37.  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.


 
36

 

Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates
(Tax-Equivalent Basis, dollars in thousands)
       Three Months Ended March 31,  
    2012     2011  
   
Average 
Balance
(2)
   
Interest
(1)
   
Average
 Rate
(3)
   
Average
Balance
(2)
   
Interest
(1)
   
Average
 Rate
(3)
 
Assets
                                   
Interest-earning assets:
                                   
Federal funds sold
  $ -     $ -       0.00 %   $ 167     $ -       0.24 %
  Interest bearing deposits with banks
    5,718       4       0.28       10,564       8       0.30  
   Securities held-to-maturity
    171       2       4.68       170       3       7.06  
   Securities available for sale:
                                               
     Taxable
    92,769       533       2.30       97,489       650       2.67  
     Tax-exempt(1)
    53,735       745       5.55       46,629       664       5.70  
        Total securities available for sale (1)
    146,504       1,278       3.49       144,118       1,314       3.65  
     Loans receivable (1) (4) (5)
    469,937       6,437       5.48       353,118       4,970       5.63  
        Total interest earning assets
    622,330       7,721       4.96       508,137       6,295       4.96  
Non-interest earning assets:
                                               
   Cash and due from banks
    8,299                       6,798                  
   Allowance for loan losses
    (5,543 )                     (5,742 )                
   Other assets
    40,505                       21,619                  
        Total non-interest earning assets
    48,839                       22,675                  
Total Assets
  $ 671,169                     $ 530,812                  
Liabilities and Stockholders' Equity
                                               
Interest bearing liabilities:
                                               
   Interest bearing demand and money
        market
  $ 165,561       139       0.34     $ 108,944       108       0.40  
   Savings
    67,913       25       0.15       51,326       25       0.19  
   Time
    225,959       797       1.41       172,924       752       1.74  
      Total interest bearing deposits
    459,433       961       0.84       333,194       885       1.06  
Short-term borrowings
    18,459       11       0.24       27,819       24       0.35  
Other borrowings
    27,651       244       3.53       35,600       336       3.78  
   Total interest bearing liabilities
    505,543       1,216       0.96       396,613       1,245       1.26  
Non-interest bearing liabilities:
                                               
   Demand deposits
    72,078                       61,858                  
   Other liabilities
    3,969                       3,723                  
      Total non-interest bearing liabilities
    76,047                       65,581                  
   Stockholders' equity
    89,579                       68,618                  
Total Liabilities and Stockholders' Equity
  $ 671,169                     $ 530,812                  
                                                 
Net interest income (tax equivalent basis)
            6,505       4.00 %             5,050       3.70 %
Tax-equivalent basis adjustment
            (318 )                     (269 )        
Net interest income
          $ 6,187                     $ 4,781          
Net interest margin (tax equivalent basis)
                    4.18 %                     3.98 %
(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.


 
37

 


Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.
 
 

   
Increase/(Decrease)
 
 
 
Three months ended March 31, 2012 Compared to
 Three months ended March 31, 2011
 Variance due to
 
     Volume      Rate     Net  
    (dollars in thousands)  
                   
Interest earning assets:
 
 
             
Interest bearing deposits with banks…………..
  $ (3 )   $ (1 )   $ (4 )
Securities held to maturity............................
    -       (1 )     (1 )
Securities available for sale:
                       
Taxable...................................................
    (30 )     (87 )     (117 )
Tax-exempt securities..................................
    189       (108 )     81  
Total securities..........................................
    159       (195 )     (36 )
Loans receivable........................................
    2,342       (875 )     1,467  
Total interest earning assets...........................
    2,498       (1,072 )     1,426  
                         
Interest bearing liabilities:
                       
Interest-bearing demand and money market….
    126       (95 )     31  
Savings................................................
    28       (28 )     -  
Time...................................................
    731       (686 )     45  
Total interest bearing deposits.......................
    885       (809 )     76  
Short-term borrowings................................
    (7 )     (6 )     (13 )
Other borrowings......................................
    (71 )     (21 )     (92 )
Total interest bearing liabilities.....................
    807       (836 )     (29 )
Net interest income (tax-equivalent basis).........
  $ 1,691     $ (236 )   $ 1,455  
                         

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.


 
38

 


Comparison of Operating Results for The Three Months Ended March 31, 2012 to March 31, 2011

General
For the three months ended March 31, 2012, net income totaled $2,186,000 compared to $1,660,000 earned in the similar period in 2011.  The increased net income for the three months ended March 31, 2012 reflects the full impact of the acquisition of North Penn Bancorp, Inc. (“North Penn”), which was completed on May 31, 2011.  Earnings per share for the current period were $.67 for basic and fully diluted compared to $.60 per share for the three months ended March 31, 2011.  The resulting annualized return on average assets and annualized return on average equity for the three months ended March 31, 2012 was 1.31% and 9.81%, respectively, compared to 1.27% and 9.76%, respectively, for the similar period in 2011.
 
 
The following table sets forth changes in net income:

(dollars in thousands)
 
Three months ended
March 31, 2012 to March 31, 2011
 
Net income three months ended March 31, 2011
  $ 1,660  
Change due to:
       
Net interest income
    1,406  
Provision for loan losses
    (130 )
Gain on sales of loans and securities
    52  
Other income
    31  
Salaries and employee benefits
    (450 )
Occupancy, furniture and equipment
    (89 )
Merger related expenses
    249  
Foreclosed real estate expense
    (103 )
All other expenses
    (220 )
Income tax expense
    (220 )
         
Net income three months ended  March 31, 2012
  $ 2,186  
         

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended March 31, 2012 totaled $6,505,000, an increase of $1,455,000 or 28.8% from the similar period in 2011.  The increase in net interest income largely reflects the increase in interest-earning assets from the North Penn acquisition.  The fte net interest spread and net interest margin were 4.00% and 4.18%, respectively, for the three months ended March 31, 2012 compared to 3.70% and 3.98%, respectively, for the similar period in 2011.

Interest income (fte) totaled $7,721,000 with a yield on average earning assets of 4.96% compared to $6,295,000 and 4.96% for the 2011 period. Average loans increased $116.8 million over the comparable period of last year which led to the improved interest income in spite of lower yields on loans and securities due to reinvestment  at today’s lower interest rates.  A decreased level of low yield money market assets also contributed to the improved net interest margin.  Average earning assets totaled $622.3 million for the three months ended March 31, 2012, an increase of $114.2 million over the average for the similar period in 2011.  This increase in average earning assets helped offset the decline in asset yields.

Interest expense for the three months ended March 31, 2012 totaled $1,216,000 at an average cost of .96% compared to $1,245,000 and 1.26% for the similar period in 2011.  As a result of the continued low interest rate environment, the Company further reduced rates paid on its money market accounts and cash
 
 
39

 
 
management products, which are included in short-term borrowings.  The cost of time deposits, which is the most significant component of funding, declined to 1.41% from 1.74% for the similar period in the prior year.  As time deposits matured, they repriced at the current lower rates resulting in the decrease.

Provision for Loan Losses

The Company’s provision for loan losses for the three months ended March 31, 2012 was $350,000 compared to $220,000 for the three months ended March 31, 2011.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  The increase in the provision reflects an increase in net charge-offs during the quarter as well as loan growth recorded during the period. Net charge-offs were $190,000 for the quarter ended March 31, 2012 compared to $56,000 for the similar period in 2011.

Other Income

Other income totaled $1,291,000 for the three months ended March 31, 2012 compared to $1,208,000 for the similar period in 2011.  The current period includes a $402,000 gain on the sale of investment securities compared to a $212,000 gain in the first quarter of 2011.  All other service charges and fees increased $31,000 compared to the first quarter of last year.  Gains on the sale of residential mortgage loans decreased $138,000 compared to the first quarter of last year due to minimal sales during the current period.

Other Expense

Other expense for the three months ended March 31, 2012 totaled $4,147,000, or an increase of $613,000 from $3,534,000 for the similar period in 2011.  Expense increases related to the North Penn acquisition including staffing increases and higher occupancy costs on five community offices contributed to the increase. Foreclosed real estate costs also increased $103,000 due to the costs of disposition and maintaining several properties, while merger related expenses decreased $249,000 compared to last year’s comparable period.

Income Tax Expense

Income tax expense totaled $795,000 for an effective tax rate of 26.7% for the period ending March 31, 2012 compared to $575,000 for an effective tax rate of 25.7% for the similar period in 2011.  The increased effective rate reflects a 34% tax rate on $746,000 of additional pre-tax income.

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 March 31, 2012, the level of net interest income at risk in a 200 basis point change in
 
 
40

 
 
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 for a ± 200 basis point shift in interest rates.

Imbalance in repricing opportunities at a given point in time reflects 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 March 31, 2012, the Company had a positive 90 day interest sensitivity gap of $56.7 million or 8.3% of total assets, a decrease from the $76.7 million or 11.5% of total assets as of December 31, 2011.  Rate sensitive assets repricing within 90 days were relatively stable as a $5.6 million increase in loans repricing within the period offset a decline in interest bearing deposits and securities repricing.  Time deposits repricing within 90 days increased $20.7 million, while non-maturity interest bearing balances increased $1.3 million.  Other borrowings decreased $1.5 million due to a net reduction in cash management accounts.  A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval.  This would indicate that in a rising rate environment, the yield on interest-earning assets could increase faster than the cost of interest-bearing liabilities in the 90 day time frame.  The repricing intervals are managed by ALCO strategies, including adjusting the average life of the investment portfolio, pricing of deposit liabilities to attract longer term time deposits, loan pricing to encourage variable rate products and evaluation of loan sales of long-term fixed rate mortgages.

March 31, 2012
Rate Sensitivity Table
(dollars in thousands)
   
3 Months
   
3-12 Months
   
1 to 3 Years
   
Over
3 Years
   
Total
 
Federal funds sold and interest bearing deposits
  $ 5,991     $ -     $ -     $ -     $ 5,991  
Securities
    12,042       27,501       53,058       56,059       148,660  
Loans Receivable
    127,064       98,558       153,049       100,411       479,082  
  Total RSA
    145,097       126,059       206,107       156,470       633,733  
                   
`
                 
Non-maturity interest-bearing deposits
    38,349       43,033       114,040       45,177       240,599  
Time Deposits
    46,367       81,536       69,485       29,866       227,254  
Other
    3,636       10,579       11,639       17,625       43,479  
  Total RSL
    88,352       135,148       195,164       92,668       511,332  
                                         
Interest Sensitivity Gap
  $ 56,745     $ (9,089 )   $ 10,943     $ 63,802     $ 122,401  
Cumulative Gap
    56,745       47,656       58,599       122,401          
RSA/RSL-cumulative
    164.2 %     121.3 %     114.0 %     123.9 %        
                                         
December 31, 2011
                                       
                                         
Interest Sensitivity Gap
  $ 76,745     $ (21,350 )   $ (6,566 )   $ 68,689     $ 117,518  
Cumulative Gap
    76,745       55,395       48,829       117,518          
RSA/RSL-cumulative
    213.2 %     125.2 %     111.8 %     125.3 %        


Item 4.  Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as
 
 
41

 
 
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.

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 1 of the Company’s Form 10-K for the year ended December 31, 2011.

Item 2. Unregistered Sales of Equity Sales and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

Not applicable

Item 4.  Mine Safety Disclsoures

Not applicable

Item 5.  Other Information

None

Item 6.  Exhibits
 

 
No.
Description
   
3(i)
Articles of Incorporation of Norwood Financial Corp.(1)
3(ii)
Bylaws of Norwood Financial Corp. (2)
4.0
Specimen Stock Certificate of Norwood Financial Corp. (1)
10.1
Employment Agreement with Lewis J. Critelli (2)
10.2
Change in Control Severance Agreement with William S. Lance(2)
10.3
Norwood Financial Corp. Stock Option Plan (3)
10.4
Salary Continuation Agreement between the Bank and William W. Davis, Jr. (4)
10.5
Salary Continuation Agreement between the Bank and Lewis J. Critelli (4)
10.7
1999 Directors Stock Compensation Plan (3)
10.8
Salary Continuation Agreement between the Bank and Joseph A. Kneller (5)
10.9
Salary Continuation Agreement between the Bank and John H. Sanders (5)
 
 
42

 

 
10.10
2006 Stock Option Plan (6)
10.11
First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (7)
10.12
First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (7)
10.14
First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller (7)
10.15
First and Second Amendments to Salary Continuation Agreement with John H. Sanders (7)
31
Rule 13a-14(a)/15d-14(a) Certification of CEO and CFO
32
Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101.INS 
XBRL Instance Document * 
 
101.SCH
XBRL Schema Document *
 
101.CAL
XBRL Calculation Linkbase Document *
 
101.LAB
XBRL Labels Linkbase Document *
 
101.PRE
XBRL Presentation Linkbase Document *
 
101.DEF
XBRL Definition Linkbase Document *
 
 
______________________
*
Submitted as Exhibits 101 to this Form 10-Q are documents formatted in XBRL (Extensible Business Reporting Language).  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 


(1)
Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364
 
(2)
Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.
 
(3)
Incorporated herein by reference to the identically numbered exhibits of the Registrant’s Form 10-K filed with the Commission on March 23, 2000.
 
(4)
Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
 
(5)
Incorporated herein by reference to the identically numbered exhibit to the Registrant’s Form 10-K filed with the Commission on March 22, 2004.
 
(6)
Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
 
(7)
Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed on April 4, 2006.

 
43

 

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:  May 10, 2012 By:   /s/ Lewis J. Critelli  
        Lewis J. Critelli  
       
President and Chief Executive Officer
 
        (Principal Executive Officer)  
 

 
Date:  May 10, 2012 By:   /s/ William S. Lance  
        William S. Lance  
       
Executive Vice President and Chief Financial Officer
 
        (Principal Financial Officer)