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Item 5. Market for Registrant’s Common Equity

2023-03-08 compared with 2022-03-08 · 1 added, 151 removed, 20 unchanged (88% of the section changed)

1 unchanged sentence

The Company’s Common Stock has traded on the NASDAQ Global Market under the Symbol “BWFG” since the completion of its initial public offering on May 15, 2014.

There were approximately 258 shareholders of record of BWFG Common Stock as of December 31, 2021.

There were approximate ly 263 sh areholders of record of BWFG Common Stock as of December 31, 2022.

This number does not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms or other nominees.

16 unchanged sentences

On October 27, 2021, the Company's Board of Directors authorized the repurchase of an additional 200,000 shares under its existing share repurchase program.

Selected Financial Data

The following table sets forth selected consolidated financial data as of the dates and for the periods presented.

The selected consolidated balance sheet data as of December 31, 2021 and 2020 and the selected consolidated statement of income data for the years ended December 31, 2021 and 2020 have been derived mainly from our audited consolidated financial statements and related notes that we have included elsewhere in this Annual Report.

The selected consolidated balance sheet data as of December 31, 2019, 2018 and 2017 and the selected consolidated statement of income data for the years ended December 31, 2019, 2018 and 2017 has been derived mainly from audited consolidated financial statements that are not presented in this Annual Report.

The selected historical consolidated financial data as of any date and for any period are not necessarily indicative of the results that may be achieved as of any future date or for any future period.

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.

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,

2021 2020 2019 2018 2017

(Dollars in thousands, except per share data)

Statements of Income:

Interest income $ 81,376 $ 77,487 $ 82,948 $ 80,064 $ 71,201

Interest expense 13,490 22,652 29,187 23,738 16,837

Net interest income 67,886 54,835 53,761 56,326 54,364

(Credit) provision for loan losses (57) 7,605 437 3,440 1,341

Net interest income after provision for loan losses 67,943 47,230 53,324 52,886 53,023

Noninterest income 5,657 2,884 5,244 3,900 4,629

Noninterest expense 39,739 42,813 35,626 35,633 32,523

Income before income tax 33,861 7,301 22,942 21,153 25,129

Income tax expense 7,275 1,397 4,726 3,720 11,299

Net income 26,586 5,904 18,216 17,433 13,830

Per Share Data:

Basic earnings per share $ 3.38 $ 0.75 $ 2.32 $ 2.23 $ 1.80

Diluted earnings per share $ 3.36 $ 0.75 $ 2.31 $ 2.21 $ 1.78

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

26.53 22.77 23.51 22.43 20.98

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

26.19 22.43 23.15 22.06 20.59

Dividend payout ratio (f)

19.05 % 74.67 % 22.51 % 21.72 % 15.73 %

Shares outstanding (end of period) (a)

7,612,807 7,755,909 7,757,828 7,764,647 7,676,238

Weighted average shares outstanding–basic 7,706,407 7,728,328 7,757,355 7,722,175 7,572,409

Weighted average shares outstanding–diluted 7,761,811 7,748,453 7,784,631 7,775,480 7,670,413

Performance Ratios:

Return on average assets (c)

1.17 % 0.28 % 0.97 % 0.94 % 0.80 %

Return on average common shareholders’ equity (b)

13.86 % 3.35 % 10.20 % 10.19 % 8.93 %

Average shareholders’ equity to average assets 8.46 % 8.36 % 9.53 % 9.24 % 8.97 %

Net interest margin 3.17 % 2.77 % 3.03 % 3.18 % 3.30 %

Efficiency ratio (b)

53.9 % 73.9 % 60.2 % 59.2 % 54.9 %

Asset Quality Ratios:

Total past due loans to total loans (d)

1.72 % 0.93 % 0.77 % 0.78 % 1.67 %

Nonperforming loans to total loans (d)

0.88 % 2.06 % 0.66 % 0.88 % 0.36 %

Nonperforming assets to total assets (e)

0.68 % 1.48 % 0.56 % 0.75 % 0.31 %

Allowance for loan losses to nonperforming loans 101.90 % 62.87 % 127.59 % 109.80 % 344.90 %

Allowance for loan losses to total loans (d)

0.89 % 1.29 % 0.84 % 0.96 % 1.23 %

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

0.23 % 0.01 % 0.15 % 0.44 % 0.03 %

Statements of Financial Condition:

Total assets $ 2,456,264 $ 2,253,747 $ 1,882,182 $ 1,873,665 $ 1,796,607

Gross portfolio loans (d)

1,894,881 1,625,627 1,604,484 1,604,726 1,543,016

Investment securities 108,409 106,890 100,865 116,584 113,767

Deposits 2,123,998 1,827,316 1,491,903 1,502,244 1,398,405

FHLB borrowings 50,000 175,000 150,000 160,000 199,000

Subordinated debt 34,441 25,258 25,207 25,155 25,103

Total equity 201,987 176,602 182,397 174,196 161,027

Capital Ratios:

Tier 1 capital to average assets

Bankwell Bank 9.94 % 8.44 % 10.99 % 10.14 % 9.61 %

Tier 1 capital to risk-weighted assets

Bankwell Bank 11.18 % 11.06 % 12.53 % 11.56 % 10.99 %

Total capital to risk-weighted assets

Bankwell Bank 12.00 % 12.28 % 13.35 % 12.50 % 12.19 %

Total shareholders’ equity to total assets 8.22 % 7.84 % 9.69 % 9.30 % 8.96 %

Tangible common equity ratio (b)

8.13 % 7.73 % 9.56 % 9.16 % 8.81 %

(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.

(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

We identify “efficiency ratio”, “tangible common equity ratio”, “tangible book value per share”, “total revenue” and “return on average common shareholders’ equity” as “non-GAAP financial measures.” In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheet or statements of cash flows.

Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this annual report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP.

Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this annual report may differ from that of other companies reporting measures with similar names.

You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this annual report when comparing such non-GAAP financial measures.

Efficiency ratio is defined as non-interest expenses, less merger and acquisition related expenses, other real estate owned expenses and amortization of intangible assets, divided by our operating revenue, which is equal to net interest income plus non-interest income excluding gains and losses on sales of securities and gains and losses on other real estate owned.

In our judgment, the adjustments made to operating revenue allow investors and analysts to better assess our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.

Tangible common equity is defined as total shareholders’ equity, excluding preferred stock, less goodwill and other intangible assets.

We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in common shareholders’ equity exclusive of changes in intangible assets.

Goodwill, an intangible asset that is recorded in a purchase business combination, has the effect of increasing both common equity and assets while not increasing our tangible common equity or tangible assets.

Tangible common equity ratio is defined as the ratio of tangible common equity divided by total assets less goodwill and other intangible assets.

We believe that this measure is important to many investors in the marketplace who are interested in relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets.

We believe that the most directly comparable GAAP financial measure is total shareholders’ equity to total assets.

Tangible book value per share is defined as book value, excluding the impact of goodwill and other intangible assets, if any, divided by shares of our common stock outstanding.

Total revenue is defined as the sum of net interest income before provision of loan losses and noninterest income.

Return on average common shareholders’ equity is defined as net income attributable to common shareholders divided by total average shareholders’ equity less average preferred stock, if any.

The information provided below presents a reconciliation of each of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

Years Ended December 31,

2021 2020 2019 2018 2017

(Dollars in thousands, except per share data)

Efficiency Ratio

Noninterest expense $ 39,739 $ 42,813 $ 35,626 $ 35,633 $ 32,523

other real estate owned expenses — 6 37 — 70

Amortization of intangibles 76 138 75 92 118

Adjusted noninterest expense (numerator) $ 39,663 $ 42,669 $ 35,514 $ 35,541 $ 32,335

Net interest income $ 67,886 $ 54,835 $ 53,761 $ 56,326 $ 54,364

Noninterest income 5,657 2,884 5,244 3,900 4,629

Adjustments for:

gains/(losses) on sales of securities — — 76 222 165

Adjustments for:

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

Adjusted operating revenue (denominator) $ 73,543 $ 57,700 $ 59,031 $ 60,004 $ 58,906

Efficiency ratio 53.9 % 73.9 % 60.2 % 59.2 % 54.9 %

Tangible Common Equity and

Tangible Common Equity/Tangible Assets

Total shareholders’ equity $ 201,987 $ 176,602 $ 182,397 $ 174,196 $ 161,027

preferred stock — — — — —

Common shareholders’ equity 201,987 176,602 182,397 174,196 161,027

Intangible assets 2,589 2,665 2,803 2,879 2,971

Tangible Common shareholders’ equity $ 199,398 $ 173,937 $ 179,594 $ 171,317 $ 158,056

Total assets $ 2,456,264 $ 2,253,747 $ 1,882,182 $ 1,873,665 $ 1,796,607

Intangible assets 2,589 2,665 2,803 2,879 2,971

Tangible assets $ 2,453,675 $ 2,251,082 $ 1,879,379 $ 1,870,786 $ 1,793,636

Tangible common shareholders’ equity to tangible assets 8.13 % 7.73 % 9.56 % 9.16 % 8.81 %

Tangible Book Value per Share

Total shareholders’ equity $ 201,987 $ 176,602 $ 182,397 $ 174,196 $ 161,027

preferred stock — — — — —

Common shareholders’ equity 201,987 176,602 182,397 174,196 161,027

Intangible assets 2,589 2,665 2,803 2,879 2,971

Tangible common shareholders’ equity $ 199,398 $ 173,937 $ 179,594 $ 171,317 $ 158,056

Common shares issued 7,803,166 7,919,278 7,868,803 7,842,271 7,751,424

shares of unvested restricted stock 190,359 163,369 110,975 77,624 75,186

Common shares outstanding 7,612,807 7,755,909 7,757,828 7,764,647 7,676,238

Book value per share $ 26.53 $ 22.77 $ 23.51 $ 22.43 $ 20.98

effects of intangible assets 0.34 0.34 0.36 0.37 0.39

Tangible Book Value per Common Share $ 26.19 $ 22.43 $ 23.15 $ 22.06 $ 20.59

Total Revenue

Net interest income $ 67,886 $ 54,835 $ 53,761 $ 56,326 $ 54,364

noninterest income 5,657 2,884 5,244 3,900 4,629

Total Revenue $ 73,543 $ 57,719 $ 59,005 $ 60,226 $ 58,993

Noninterest income as a percentage of total revenue 7.69 % 5.00 % 8.89 % 6.48 % 7.85 %

Return on Average Common Shareholders’ Equity

Net Income Attributable to Common Shareholders $ 26,586 $ 5,904 $ 18,216 $ 17,433 $ 13,830

Total average shareholders’ equity $ 191,808 $ 176,489 $ 178,510 $ 171,024 $ 154,929

average preferred stock — — — — —

Average Common Shareholders’ Equity 191,808 176,489 178,510 171,024 154,929

Return on Average Common Shareholders’ Equity 13.86 % 3.35 % 10.20 % 10.19 % 8.93 %

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