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Norwood Financial (NWFL) Risk Analysis
Risk Overview Q3, 2020
Source: the company's latest filing for the period ended Sep 30, 2020, filed Nov 06, 2020
Risk Change Over Time
No filing history is available.
- Natural and Human Disruptions - Risk 1The Global Outbreak of the COVID-19 Coronavirus May Pose Risks and Uncertainties to the Company's Results of Operations, Financial Condition and Cash Flows
The outbreak of the COVID-19 pandemic has caused significant disruptions in the U.S. economy and has created disruption within the markets where the Company primarily operates. While there has been no material impact to the Company's operations, the COVID-19 pandemic could potentially create a business continuity issue for the Company. If the global response to contain COVID-19 escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. Congress, the President, and the Federal Reserve have taken actions to help with the economic fallout. The Coronavirus Aid, Relief and Economic Security ("CARES") Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Company's operations. Other than the foregoing, 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 fiscal year ended December 31, 2019. ?
Risk Highlights Q3, 2020
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 26
- Share Price & Shareholder Rights - Risk 1Our common stock is not insured and you could lose the value of your entire investment.
An investment in shares of our common stock is not a deposit and is not insured against loss by the government.
- Share Price & Shareholder Rights - Risk 2Our management controls a substantial percentage of our stock and therefore have the ability to exercise substantial control over our affairs.
As of December 31, 2019, our directors and executive officers beneficially owned approximately 433,569 shares, or approximately 6.7% of our common stock, including options to purchase 73,650 shares, in the aggregate, of our common stock at exercise prices ranging from $16.65 to $36.02 per share (share and per share amounts have been adjusted for the 50% stock dividend declared on August 8, 2017). Because of the large percentage of stock held by our directors and executive officers, these persons could influence the outcome of any matter submitted to a vote of our shareholders.
- Share Price & Shareholder Rights - Risk 3We may issue additional shares of common or preferred stock, which may dilute the ownership and voting power of our shareholders and the book value of our common stock.
We are currently authorized to issue up to 20,000,000 shares of common stock of which 6,328,556 shares are currently outstanding and up to 5,000,000 shares of preferred stock of which no shares are outstanding. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares and to establish the terms of any series of preferred stock. These authorized but unissued shares could be issued on terms or in circumstances that could dilute the interests of other stockholders. In addition, a total of 787,500 shares of common stock have been reserved for issuance under the Norwood Financial Corp 2006 Stock Option Plan and the 2014 Equity Incentive Plan, of which 603,631 were issued as of December 31, 2019. As of December 31, 2019, options to purchase a total of 173,075 shares were exercisable and had exercise prices ranging from $16.65 to $32.81. Any such issuance will dilute the percentage ownership interest of shareholders and may further dilute the book value per share of our common stock.
- Share Price & Shareholder Rights - Risk 4Provisions of our Articles of Incorporation and the Pennsylvania Business Corporation Law could deter takeovers which are opposed by the Board of Directors.
Our articles of incorporation require the approval of 80% of our outstanding shares for any merger or consolidation unless the transaction meets certain fair price criteria or the business combination has been approved or authorized by the Board of Directors. In addition, our articles of incorporation may require the disgorgement of profits realized by any person who attempts to acquire control of the Company. As a Pennsylvania corporation with a class of securities registered with the Securities and Exchange Commission, the Company is governed by certain provisions of the Pennsylvania Business Corporation Law that, inter alia, permit the disparate treatment of certain shareholders; prohibit calls of special meetings by shareholders; require unanimous written consent for shareholder action in lieu of a meeting; require shareholder approval for certain transactions in which a shareholder has an interest; and impose additional requirements on business combinations with persons who are the beneficial owners of more than 20% of the Company's stock.
- Share Price & Shareholder Rights - Risk 5There is a limited trading market for our common stock, which may adversely impact your ability to sell your shares and the price you receive for your shares.
Although our common stock is quoted on the Nasdaq Global Market, there has been limited trading activity in our stock and an active trading market is not expected to develop. This means that there may be limited liquidity for our common stock, which may make it difficult to buy or sell our common stock, may negatively affect the price of our common stock and may cause volatility in the price of our common stock.
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