What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-10 compared with 2020-02-28 · 30 added, 28 removed, 139 unchanged (29% of the section changed)

10 unchanged sentences

Issuer Purchases of Equity Securities

Total Number of Shares (or Units) Purchased

Average Price Paid per Share (or Unit)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)

Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)

October 1, 2020 - October 31, 2020 — $ — — 307,333

1 unchanged sentence

December 1, 2020 - December 31, 2020 — — — 307,333

Total — $ — — 307,333

(1) On December 19, 2018, the Company’s Board of Directors authorized a share repurchase program of up to 400,000 shares of the Company’s Common Stock.

2 unchanged sentences

The share repurchase plan does not obligate the Company to acquire any particular amount of Common Stock, and it may be modified or suspended at any time at the Company's discretion.

Common Stock Performance Graph

The performance graph below compares the Company’s cumulative shareholder return on its common stock since May 15, 2014, the IPO date to the cumulative return of the NASDAQ Composite Index and the NASDAQ Bank Index.

Cumulative return assumes the reinvestment of dividends, and is expressed in dollars based on an assumed investment of $100.

There can be no assurance that our stock performance in the future will continue with the same or similar trend depicted in the graph below.

We will not make or endorse any predictions as to future stock performance.

Bankwell Financial Group, Inc.

Nasdaq Composite Index

Nasdaq Bank Index

In accordance with the rules of the SEC, this section captioned “Common Stock Performance Graph”, shall not be incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 or the Securities Act of 1933.

The Common Stock Performance Graph, including its accompanying table and footnotes, is not deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

Selected Financial Data

4 unchanged sentences

You should read the following selected statistical and financial data in conjunction with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes that we have presented elsewhere in this Annual Report.

Net income for the year ended December 31, 2017 was negatively impacted by the Tax Cuts and Jobs Act of 2017 as it relates to legislation that required a re-measurement of our deferred tax asset, which required a $3.3 million write-off recognized as a direct increase to income tax expense.

As a result, the performance metrics presented below have been adversely impacted due to the decline in net income driven by this write-off.

Performance ratios for the year ended December 31, 2020 were negatively impacted by incremental COVID-19 pandemic related loan loss reserves and a $3.9 million one-time charge related to office consolidation, vendor contract termination and employee severance costs recognized in the fourth quarter of 2020.

Selected Financial Data

At or For the Years Ended December 31,

2020 2019 2018 2017 2016

(Dollars in thousands, except per share data)

9 unchanged sentences

Income tax expense 1,397 4,726 3,720 11,299 5,960

Net income attributable to common shareholders

Net income 5,904 18,216 17,433 13,830 12,350

Per Share Data:

2 unchanged sentences

Book value per share (end of period) (a)

22.77 23.51 22.43 20.98 19.39

Tangible book value per share (end of period) (a)(b)

22.43 23.15 22.06 20.59 18.98

Dividend payout ratio (f)

74.67 % 22.51 % 21.72 % 15.73 % 13.58 %

Shares outstanding (end of period) (a)

7,755,909 7,757,828 7,764,647 7,676,238 7,524,069

Weighted average shares outstanding–basic 7,728,328 7,757,355 7,722,175 7,572,409 7,396,019

2 unchanged sentences

Return on average assets (c)

0.28 % 0.97 % 0.94 % 0.80 % 0.85 %

Return on average common shareholders’ equity 3.35 % 10.20 % 10.19 % 8.93 % 8.94 %

Return on average shareholders’ equity (c)

Average shareholders’ equity to average assets 8.36 % 9.53 % 9.24 % 8.97 % 9.47 %

1 unchanged sentence

Efficiency ratio (b)

73.9 % 60.2 % 59.2 % 54.9 % 56.5 %

Asset Quality Ratios:

Total past due loans to total loans (d)

0.93 % 0.77 % 0.78 % 1.67 % 0.47 %

Nonperforming loans to total loans (d)

2.06 % 0.66 % 0.88 % 0.36 % 0.22 %

Nonperforming assets to total assets (e)

1.48 % 0.56 % 0.75 % 0.31 % 0.20 %

Allowance for loan losses to nonperforming loans 62.87 % 127.59 % 109.80 % 344.90 % 612.26 %

Allowance for loan losses to total loans (d)

1.29 % 0.84 % 0.96 % 1.23 % 1.32 %

Net charge-offs (recoveries) to average loans (d)

0.01 % 0.15 % 0.44 % 0.03 % 0.01 %

Statements of Financial Condition:

Total assets $ 2,253,747 $ 1,882,182 $ 1,873,665 $ 1,796,607 $ 1,628,919

Gross portfolio loans (d)

1,625,627 1,604,484 1,604,726 1,543,016 1,365,939

Investment securities 106,890 100,865 116,584 113,767 104,610

Deposits 1,827,316 1,491,903 1,502,244 1,398,405 1,289,037

FHLB borrowings 175,000 150,000 160,000 199,000 160,000

Subordinated debt 25,258 25,207 25,155 25,103 25,051

Total equity 176,602 182,397 174,196 161,027 145,895

Capital Ratios:

7 unchanged sentences

Tangible common equity ratio (b)

Excludes preferred stock and unvested restricted stock awards.

This measure is not a measure recognized under GAAP and is therefore considered to be a non-GAAP financial measure.

7.73 % 9.56 % 9.16 % 8.81 % 8.78 %

(a) Excludes preferred stock and unvested restricted stock awards.

(b) This measure is not a measure recognized under GAAP and is therefore considered to be a non-GAAP financial measure.

See “Non-GAAP Financial Measures” for a description of this measure and a reconciliation of this measure to its most directly comparable GAAP measure.

Calculated based on net income before preferred stock dividend.

Calculated using the principal amounts outstanding on loans.

Nonperforming assets consist of nonperforming loans and other real estate owned.

The Company paid its first quarterly dividend to shareholders in the fourth quarter of 2015.

The dividend payout ratio is calculated as follows:

dividends per share divided by diluted earnings per share.

(d) Calculated using the principal amounts outstanding on loans.

(e) Nonperforming assets consist of nonperforming loans and other real estate owned.

(f) The dividend payout ratio is the dividends per share divided by diluted earnings per share.

NON-GAAP FINANCIAL MEASURES

17 unchanged sentences

Years Ended December 31,

2020 2019 2018 2017 2016

(Dollars in thousands, except per share data)

3 unchanged sentences

Amortization of intangibles 138 75 92 118 151

merger and acquisition expenses

Adjusted noninterest expense (numerator) $ 42,669 $ 35,514 $ 35,541 $ 32,335 $ 29,236

4 unchanged sentences

Adjustments for:

(losses) gains on sale of other real estate owned

gains (losses) on sale of other real estate owned 19 (102) — (78) 128

Adjusted operating revenue (denominator) $ 57,700 $ 59,031 $ 60,004 $ 58,906 $ 51,755

7 unchanged sentences

Tangible Common shareholders’ equity $ 173,937 $ 179,594 $ 171,317 $ 158,056 $ 142,805

Total assets $ 2,253,747 $ 1,882,182 $ 1,873,665 $ 1,796,607 $ 1,628,919

Intangible assets 2,665 2,803 2,879 2,971 3,090

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity