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Norwood Financial Corp Announces Receipt of Regulatory Approvals for Acquisition of PB Bankshares, Inc.
Globenewswire· 2025-12-12 13:15
Core Viewpoint - Norwood Financial Corp has received final regulatory approvals for the acquisition of PB Bankshares, with the transaction expected to close around January 5, 2026 [1][2]. Group 1: Company Overview - Norwood Financial Corp is the parent company of Wayne Bank, operating 15 offices in Northeastern Pennsylvania and 12 in the Southern Tier of New York, with its stock traded on the Nasdaq Global Market under the symbol "NWFL" [3]. - PB Bankshares is the parent company of Presence Bank, which operates four offices and two loan production offices in Chester, Lancaster, and Dauphin Counties, Pennsylvania, with its common stock traded on the NASDAQ Capital Market under the symbol "PBBK" [4]. Group 2: Merger Details - The merger was approved by PB Bankshares' shareholders on December 11, 2025, and is subject to customary closing conditions [1]. - The merger aims to expand products and services offered to the communities served by both banks, enhancing value for customers and shareholders [2].
PB Bankshares(PBBK) - 2025 Q3 - Quarterly Report
2025-11-14 18:32
Financial Performance - For the three months ended September 30, 2025, the company reported net income of $519,000, an increase of $115,000 compared to $404,000 for the same period in 2024, driven by higher net interest income and a decrease in provision for credit losses [112]. - For the nine months ended September 30, 2025, net income reached $1.6 million, up from $1.1 million in the same period of 2024, reflecting an increase of $541,000 attributed to higher net interest income and noninterest income [113]. - Net income for the three months ended September 30, 2025, increased by $115,000, or 28.5%, to $519,000 compared to $404,000 for the same period in 2024 [133]. - Net income increased by $541,000, or 49.6%, to $1.6 million for the nine months ended September 30, 2025, compared to $1.1 million for the same period in 2024 [159]. Assets and Liabilities - Consolidated assets increased by $5.1 million, or 1.1%, from $451.3 million at December 31, 2024, to $456.4 million at September 30, 2025 [110]. - Total assets increased by $5.1 million, or 1.1%, to $456.4 million at September 30, 2025, from $451.3 million at December 31, 2024 [124]. - Total liabilities increased to $409.58 million at September 30, 2025, from $400.60 million at December 31, 2024 [188]. - The average balance of interest-bearing liabilities increased by $6.0 million to $378.2 million for the nine months ended September 30, 2025, from $372.2 million for the same period in 2024 [166]. Deposits - Deposits rose by $849,000, or 0.2%, from $354.2 million at December 31, 2024, to $355.0 million at September 30, 2025 [110]. - Total deposits increased by $849,000, or 0.2%, to $355.0 million at September 30, 2025, reflecting a rise in money market and interest-bearing demand deposit accounts [130]. - Certificates of deposit due within one year totaled $115.0 million, representing 67.2% of total certificates of deposit and 32.4% of total deposits [198]. Credit Losses and Allowance - The allowance for credit losses at September 30, 2025, reflects the company's estimate of lifetime credit losses expected from its loan portfolio, with potential adjustments based on economic conditions and loan performance [118]. - The allowance for credit losses on loans was $4.5 million, or 1.26%, of loans outstanding at September 30, 2025, compared to $4.4 million, or 1.25%, at December 31, 2024 [145]. - The provision for credit losses on loans increased to $90,000 for the nine months ended September 30, 2025, from $25,000 in the same period of 2024, marking a 260% increase [192]. Income and Expenses - Total interest and dividend income rose by $266,000, or 4.4%, to $6.3 million for the three months ended September 30, 2025, driven by an increase in average interest-earning assets [134]. - Total interest and dividend income increased by $946,000, or 5.4%, to $18.5 million for the nine months ended September 30, 2025, from $17.6 million for the same period in 2024 [160]. - Noninterest expenses increased due to various factors, including salaries, marketing, and merger-related costs, impacting overall profitability [111]. - Total noninterest expenses increased by $722,000, or 9.6%, to $8.3 million for the nine months ended September 30, 2025, from $7.5 million for the same period in 2024 [177]. Interest Income and Margin - Net interest income increased by $551,000, or 19.5%, to $3.4 million for the three months ended September 30, 2025, compared to $2.8 million for the same period in 2024 [143]. - Net interest income increased by $1.5 million, or 17.9%, to $9.7 million for the nine months ended September 30, 2025, compared to $8.2 million for the same period in 2024 [170]. - The net interest margin increased by 40 basis points to 2.97% for the three months ended September 30, 2025, from 2.57% for the same period in 2024 [143]. - The net interest margin improved to 2.90% for the nine months ended September 30, 2025, compared to 2.54% in 2024 [181]. Strategic Initiatives - The company has emphasized expanding its commercial lending infrastructure, particularly in commercial real estate and industrial loan portfolios, to diversify its balance sheet and improve interest income [110]. - The company aims to attract more commercial deposit accounts as part of its growth strategy in the primary market area of Chester and Lancaster Counties [110]. - The company is currently pursuing a merger with Norwood, which may involve significant transaction costs and regulatory approvals that could affect future operations [114]. Liquidity and Capital - As of September 30, 2025, the company's liquidity ratio averaged 14.9%, exceeding the target of 5.0% [195]. - The company monitors its liquidity position daily to ensure it can meet both short and long-term liquidity needs [198]. - The company exceeded all regulatory capital requirements and was considered "well capitalized" as of September 30, 2025 [199]. - The company anticipates sufficient funds to meet current funding commitments, with expectations that a substantial portion of maturing certificates of deposit will be renewed [202].
PB Bankshares(PBBK) - 2025 Q3 - Quarterly Results
2025-10-23 11:02
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Lindsay S. Bixler Executive Vice President and Chief Financial Officer (610) 215-2327 PB BANKSHARES, INC. ANNOUNCES 2025 THIRD QUARTER FINANCIAL RESULTS The Company recorded a reversal of provision for credit losses of $5,000 for the three months ended September 30, 2025 and a provision for credit losses of $96,000 for the nine months ended September 30, 2025 compared to a provision for credit losses of $34,000 and reversal of provision for credit losses of $33,00 ...
Norwood Financial (NWFL) - 2025 Q3 - Earnings Call Presentation
2025-10-22 13:00
Financial Performance (Q3 2025) - Net interest income reached $20.5 million, with a net interest spread of 2.94%[16] - Adjusted pre-provision net revenue was $10.6 million[16] - Adjusted net income totaled $8.8 million, resulting in adjusted diluted earnings per share of $0.94[16] - Adjusted return on average assets was 1.47%, and adjusted return on tangible equity was 17.66%[16] Merger and Acquisition - The company has filed all required applications with regulatory authorities for approval of the merger with PB Bankshares, Inc ("PBBKˮ)[6, 13] - The proposed merger transaction will be submitted to the shareholders of PBBK for their consideration[13] Balance Sheet and Portfolio - Total assets reached $2.4 billion[19] - Total gross loans amounted to $1.8 billion[19] - Total deposits totaled $2.1 billion[19] Credit Quality - Non-performing loans to total loans was 0.36% YTD[29] - Net charge-offs to total loans was 0.07% YTD[29] Deposit Composition - Non-interest bearing demand deposits account for 21% of the total deposit portfolio[31] - Interest bearing demand deposits account for 17% of the total deposit portfolio[31]
PB Bankshares(PBBK) - 2025 Q2 - Quarterly Report
2025-08-14 17:48
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-40612 (Exact name of registrant as specified in its charter) Maryland 86-3947794 (State or other jurisdiction ...
PB Bankshares(PBBK) - 2025 Q2 - Quarterly Results
2025-07-23 21:04
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Lindsay S. Bixler Executive Vice President and Chief Financial Officer (610) 215-2327 PB BANKSHARES, INC. ANNOUNCES 2025 SECOND QUARTER FINANCIAL RESULTS Coatesville, Pennsylvania, July 23, 2025 — PB Bankshares, Inc. (the "Company") (NASDAQ: PBBK), the holding company for Presence Bank (the "Bank"), reported unaudited net income of $640,000 for the three months ended June 30, 2025 and $1.1 million for the six months ended June 30, 2025 compared to $370,000 and $68 ...
$HAREHOLDER ALERT: Class Action Attorney Juan Monteverde Investigates the Merger of PB Bankshares Inc. (NASDAQ: PBBK)
GlobeNewswire News Room· 2025-07-09 15:58
Core Insights - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, is investigating PB Bankshares Inc. in relation to its proposed sale to Norwood Financial Corp. [1] - The transaction offers PB Bankshares' shareholders the choice of receiving either 0.7850 shares of Norwood common stock or $19.75 in cash for each common share they own, with a proration clause ensuring that 80% of the total consideration is paid in Norwood stock [1] Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1] - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2] Transaction Details - The proposed sale of PB Bankshares to Norwood Financial Corp. includes an option for shareholders to elect their preferred form of compensation, either stock or cash [1] - The proration mechanism is designed to ensure that a significant majority (80%) of the transaction consideration is distributed in the form of Norwood common stock [1]
Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc.
Globenewswire· 2025-07-07 20:15
Core Viewpoint - Norwood Financial Corp and PB Bankshares, Inc. have announced a merger agreement, with Presence Bank merging into Wayne Bank, significantly expanding Norwood's geographic footprint and enhancing service capabilities [1][3][4]. Company Overview - Norwood Financial, through Wayne Bank, operates 30 banking offices with consolidated assets of $2.4 billion as of March 31, 2025 [2][10]. - PB Bankshares, the holding company for Presence Bank, operates four banking offices and had assets of $467 million as of March 31, 2025 [2][11]. Merger Details - The merger will create a combined entity with approximately $3.0 billion in assets, positioning it as a premier community bank in Pennsylvania [2][3]. - Under the merger agreement, 80% of Presence's common shares will convert into Norwood Financial common stock, while 20% will be exchanged for cash, with an aggregate transaction value of approximately $54.9 million [4][5]. - The purchase price reflects a multiple of 106.6% of Presence's tangible book value as of March 31, 2025, and a 2.3% core deposit premium [4]. Strategic Benefits - The merger is expected to be approximately 10% accretive to earnings per share in 2026, enhancing market share in Central and Southeastern Pennsylvania [5][8]. - Presence Bank's customers will gain access to a broader product mix and improved services, enhancing the overall customer experience [4][5]. Leadership and Governance - Two non-employee board members from Presence Bank will join the boards of Norwood Financial and Wayne Bank [6]. - Janak M. Amin, President and CEO of Presence, will become Executive Vice President and Chief Operating Officer of Wayne Bank post-merger [4][7]. Regulatory and Closing Conditions - The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval from Presence [8]. - The transaction is expected to close in late Q4 2025 or early Q1 2026 [8].
PB Bankshares(PBBK) - 2025 Q1 - Quarterly Report
2025-05-14 20:41
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 001-40612 (Exact name of registrant as specified in its charter) Non-accelerated filer ☒ Smaller reporting compan ...
PB Bankshares(PBBK) - 2025 Q1 - Quarterly Results
2025-04-23 20:51
Financial Performance - Net income for Q1 2025 was $473,000, a 49.2% increase from $317,000 in Q1 2024[1][3] - Diluted earnings per share rose to $0.20 in Q1 2025 from $0.13 in Q1 2024[1][3] - Noninterest income rose to $254,000 in Q1 2025 from $187,000 in Q1 2024[6][18] Interest Income and Margin - Net interest income increased by 16.6% to $3.1 million in Q1 2025 compared to $2.6 million in Q1 2024[3][4] - Net interest margin improved by 41 basis points to 2.85% in Q1 2025 from 2.44% in Q1 2024[3] - Net interest margin (annualized) increased to 2.85% in March 2025 from 2.59% in December 2024[20] Assets and Equity - Total assets grew by $15.8 million or 3.5% to $467.1 million at March 31, 2025[8][19] - Cash and cash equivalents surged by 66.1% to $62.8 million at March 31, 2025 from $37.8 million at December 31, 2024[8][19] - Stockholders' equity increased by $860,000 to $49.5 million at March 31, 2025[12][19] - Tangible common equity increased to $49,518 million in March 2025 from $48,658 million in December 2024[22] - Tangible book value per common share rose to $19.40 in March 2025 from $19.07 in December 2024[22] - Tangible book value per common share excluding accumulated other comprehensive loss increased to $19.42 in March 2025 from $19.19 in December 2024[22] Deposits and Loans - Deposits increased by $13.4 million or 3.8% to $367.6 million at March 31, 2025[12][19] - The allowance for credit losses was $4.4 million, or 1.26% of loans outstanding at March 31, 2025[5][19] - Total non-performing loans to total loans remained stable at 0.31% in March 2025 compared to 0.32% in December 2024[20] Performance Ratios - Return on average assets (annualized) decreased to 0.43% in March 2025 from 0.61% in December 2024[20] - Return on average equity (annualized) decreased to 3.89% in March 2025 from 5.62% in December 2024[20] - Allowance to non-accrual loans improved to 406.49% in March 2025 from 388.24% in December 2024[20] - Total capital to risk-weighted assets remained stable at 13.48% in March 2025 compared to 13.50% in December 2024[20] Share Information - Common shares outstanding increased slightly to 2,552,315 in March 2025 from 2,552,115 in December 2024[22]