Norwood Financial Corp. · NASDAQ:NWFL
Norwood Financial — IPO Roadshow (December 2024)
31 slides from Norwood Financial's IPO roadshow presentation, Dec 17, 2024
Slide 1: Investor Presentation: Follow-On Common Equity Offering
Dated December 17, 2024 Filed Pursuant to Rule 433 Registration No. 333-279619 Supplementing the Preliminary Prospectus Supplement dated December 17, 2024 (to Prospectus dated July 11, 2024) Investor Presentation Follow-On Common Equity Offering December 2024 | 1
Slide 2: Forward-Looking Statements & Disclaimers
Forward-Looking Statements & Disclaimers Forward-Looking Statements The information disclosed in this document includes various forward-looking statements that are made by Norwood Financial Corp (the “Company”) in reliance upon the safe harbor provisions of the Private Securities Litigation Reform A
Slide 3: Additional Information
Additional Information No Offer or Solicitation This presentation is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to regi
Slide 4: Summary of the Proposed Transaction
Summary of the Proposed Transaction Overallotment Issuer Norwood Financial Corp. Up to 15% (100% Primary) Option For general corporate purposes, including NASDAQ Symbol NWFL Use of Proceeds repositioning of a portion of our fixed income securities portfolio Offering Type Follow-On (100% Primary) Loc
Slide 5: Franchise Overview
Franchise Overview | Norwood Financial Corp. Branch Footprint Franchise Highlights Cooperstown NASDAQ: NWFL Oneonta $2.3B Total Assets Headquarters: Honesdale, PA Founded: 1871 NWFL (29) Honesdale Employees: 264 $1.7B Total Gross Loans Milford Scranton Dividend Yield: 4.0% Stroudsburg NY $1.9B 29 2
Slide 6: Strength. Security. Stability. Key Tenets for Success
Strength. Security. Stability. Key Tenets for Success Customers Employees Community Shareholders • Operates under three brands: Wayne Bank, the Bank of Cooperstown and Bank of the Finger Lakes 150 Years in Business • Committed to the same community banking mission and core values instated upon our f
Slide 7: Today's Presenters
Today’s Presenters Jim Donnelly, President, Chief Executive Officer, and Director Mr. Donnelly became President, Chief Executive Officer, and Director of the Company in 2022. Mr. Donnelly joined the Company with over 30 years of banking experience, most recently with Bangor Savings Bank where he ser
Slide 8: Historical Growth and Expansion
Historical Growth and Expansion A History of De Novo Growth and Successful Acquisitions 2024: Renovating new location in Forty Fort, PA scheduled to open in Acquired Branches Q1 2025 2020: Acquired USNY and Bank NY of Cooperstown and Bank of Finger Lakes brands $2.3B $2.2B $2.1B $2.0B $1.9B PA 2016:
Slide 9: Loan Portfolio Overview
Loan Portfolio Overview Small Business Lending, Granular Relationships and Limited Industry Concentration Loan Portfolio by Category Historical Asset Yields 1-4 Family C&I 15% 14% Const & Land 6.16% 6.02% 5.95% 3% 5.90% 5.84% 5.52% Consumer 5.33% 5.31% 5.20% 1% 5.14% 5.11% 5.08% 5.01% Indirect 4.94%
Slide 10: Strong Historical Credit Quality
Strong Historical Credit Quality Recent Loan Growth Has Not Compromised Our Disciplined Credit Culture 1,700 1.00% 1,680 0.80% 1,660 0.60% 1,640 1,620 0.40% 1,600 0.20% 1,580 1,560 0.00% 2023 Q3 2023 Q4 2024 Q1 2024 Q2 2024 Q3 Loans ($M) NPAs / Assets For the Calendar Year Ended YTD 2019Y 2020Y 2021
Slide 11: Deposit Portfolio Overview
Deposit Portfolio Overview Attractive Retail Franchise Bolstered by Commercial and Municipal Relationships Deposit Portfolio by Category Historical Funding Costs Time Deposits NIB Demand 40% 23% 2.50% 2.49% 2.47% 2.43% 2.19% 1.94% 2.34% 1.58% 2.32% 2.30% 2.25% 2.00% Total 1.19% 1.64% 1.32% $1.9B 0.6
Slide 12: Key Performance Indicators
Key Performance Indicators Earnings Commentary Return on Average Assets Return on Average Tangible Common Equity¹ PPNR ROAA¹ 1.75% • Net income for the most recent ROAA 1.46% quarter was $3.8M and for the 1.26% 1.21% 1.13% 1.11% first nine months of the year 1.01% 0.94% 0.90% was $12.5M 1.39% 21.3%
Slide 13: Contemplated Securities Repositioning
Contemplated Securities Repositioning Overview of the Contemplated Securities Investment Portfolio¹ Securities Restructuring ● Following closing of the capital offering, Agency Other Agency Multifamily 2% Norwood plans to execute a repositioning of Debt 2% 6% ~$165M of lower-yielding Available-for-S
Slide 14: Financial Impact of the Offering and Repositioning
Financial Impact of the Offering and Repositioning MRQ Return on Average Assets² MRQ Net Interest Margin (FTE)² MRQ Earnings per Share² $0.55 0.91% 3.33% 0.68% $0.48 2.99% 3Q 2024 Illustrative for 3Q 2024 Illustrative for 3Q 2024 Illustrative for Capital & Capital & Capital & Repositioning¹ Repositi
Slide 15: Investment Proposition
Investment Proposition Strong local ties providing consistent and sound growth opportunities Granular loan and deposit portfolio tied to our community Attractive financial profile enhanced by the proposed offering and repositioning Disciplined underwriting culture Experienced Executive Team, aligned
Slide 16: Appendix
Appendix orwood FINANCIAL CORP
Slide 17: Earnings per Share Non-GAAP Reconciliation
Earnings per Share Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning For the Three Months Ended September 30, 2024 ($M) Shares (M) Per Share Net Income $3.8 8.1 $0.48 After-Tax Adjustments @ 21%: (-) Yield on Securities Sold @ 2.0% (0.7) (+) Funding Savings on the R
Slide 18: Return on Average Assets Non-GAAP Reconciliation
Return on Average Assets Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning Dollars in Millions For the Quarter Ended September 30, 2024 Illustrative Adjusted Net Income for Capital & Repositioning¹ $5.0 A Adjustments to Average Assets: Average Assets 2,236.5 (+) Net
Slide 19: Net Interest Income & Net Interest Margin Non-GAAP Reconciliation
Net Interest Income & Net Interest Margin Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning For the Quarter Ended: Dollars in Millions September 30, 2024 Adjustments to Net Interest Income: Net Interest Income 15.9 FTE Adjustment 0.2 Net Interest Income (FTE) 16.1 (
Slide 20: Historical Financial Highlights
Historical Financial Highlights For the Calendar Year Ended For the Calendar Quarter Ended Balance Sheet ($M) 2020Y 2021Y 2022Y 2023Y 2023Q4 2024Q1 2024Q2 2024Q3 Total Assets $1,852 $2,069 $2,047 $2,201 $2,201 $2,260 $2,235 $2,280 Gross Loans HFI 1,411 1,355 1,474 1,604 1,604 1,621 1,641 1,675 Depos
Slide 21: Historical Balance Sheet
Historical Balance Sheet ($ in Thousands) As of December 31, As of September, 2022 2023 2024 Cash and Cash Equivalents $31,866 $66,120 $82,880 Securities Available for Sale, at Fair Value 418,927 406,259 396,891 Loans Receivable, Net of Allowance for Credit Losses 1,456,946 1,584,650 1,656,440 Bank
Slide 22: Historical Income Statement
Historical Income Statement For the Nine ($ in Thousands, Except Per Share Data) As of December 31, Months Ended 2022 2023 September 30, 2024 Interest and Fees on Loans $66,013 $85,209 $73,266 Interest and Dividends on Securities, Taxable 7,262 8,389 6,514 Interest on Securities, Tax-Exempt 1,789 1,
Slide 23: Interest Rate Sensitivity
Interest Rate Sensitivity First Year Net Interest Income 0.5% 0.8% (0.3%) (1.6%) (3.5%) (5.6%) (-) 300 (-) 200 (-) 100 Base (+) 100 (+) 200 (+) 300 Second Year Net Interest Income (0.6%) (1.1%) (2.7%) (3.6%) (4.7%) (7.1%) (-) 300 (-) 200 (-) 100 Base (+) 100 (+) 200 (+) 300 Note: Impact to net inter
Slide 24: Executive Management
Executive Management Jim Donnelly, President, Chief Executive Officer, and Director See Today’s Presenters Slide. John McCaffery, Executive Vice President and Chief Financial Officer See Today’s Presenters Slide. John F. Carmody, Executive Vice President and Chief Credit Officer John F. Carmody was
Slide 25: Board of Directors
Board of Directors Lewis J. Critelli, Chairman of the Board Lewis J. Critelli was appointed as Chairman of the Board of Directors on April 26, 2022. Mr. Critelli retired as President and Chief Executive Officer of the Company and the Bank on May 9, 2022, after a long and distinguished banking career
Slide 26: Board of Directors (Continued)
Board of Directors (Continued) Jeffrey Gifford, Board Member Jeffrey S. Gifford was appointed to the Board of Directors upon the completion of the Company’s acquisition of UpState New York Bancorp, Inc. on July 7, 2020. Prior to the merger, he served as the Chairman of the Board of UpState New York
Slide 27: Board of Directors (Continued)
Board of Directors (Continued) Alexandra Nolan, Board Member Alexandra K. Nolan was appointed to the Board of Directors upon the completion of the Company’s acquisition of UpState New York Bancorp, Inc. on July 7, 2020. Prior to the merger, she served as a director on the Board of UpState New York B
Slide 28: Non-GAAP Reconciliations
Non-GAAP Reconciliations Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning (Dollars in Thousands) For the Calendar Year Ended Consolidated TCE / TA 2020 2021 2022 2023 2024 YTD Stockholders' Equity $194,785 $205,262 $167,085 $181,070 $195,654 Less: Intangible Assets
Slide 29: Non-GAAP Reconciliations
Non-GAAP Reconciliations Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning (Dollars in Thousands) Potential Pro-Forma For the Calendar Quarter Ended Consolidated TCE / TA 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 Adjustments¹
Slide 30: Non-GAAP Reconciliations (Continued)
Non-GAAP Reconciliations (Continued) Non-GAAP Reconciliation Illustrated for Capital Offering + Securities Repositioning (Dollars in Thousands) For the Calendar Year Ended Consolidated PPNR ROAA 2020 2021 2022 2023 2024 YTD Total Net interest Income $50,476 $65,313 $68,397 $62,067 $45,566 Add: Total
Slide 31: Thank You
Thank You orwood FINANCIAL CORP