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Quarterly Highlights:
Successfully closed acquisition of Presence Bancshares.
Completed core system conversion April 13, 2026.
Total assets $2.9 billion.
Record Net Interest Income of $24.6 million.
Tangible Book Value per share $22.43.
HONESDALE, Pa., April 27, 2026 (GLOBE NEWSWIRE) -- Norwood Financial Corp (the “Company”) (Nasdaq Global Market-NWFL) the holding company of Wayne Bank, announced results for the first quarter ended March 31, 2026.
Jim Donnelly, President and Chief Executive Officer, stated, “We are pleased to announce our first quarter results as they reflect the underlying strength of our franchise and the progress we are making in a challenging operating environment. On an adjusted basis, we delivered solid pre-provision net revenue growth, expanded our net interest spread and margin, and improved returns on both assets and tangible equity year over year. While reported results were impacted by merger-related and restructuring expenses this quarter, we remain focused on disciplined execution, expense management, and long-term value creation for our shareholders, especially with the strength of our recently integrated teams.”
(dollars in thousands, except per share data) | Year-Over Year | Linked Quarter | |||||||||||||
3 Months Ended | 3 Months Ended | ||||||||||||||
Mar-26 | Mar-25 | Change | Dec-25 | Change | |||||||||||
Net interest income | $ | 24,554 |
| $ | 17,857 |
| $ | 6,697 |
| $ | 20,944 |
| $ | 3,610 |
|
Net interest spread (fte) 1 |
| 3.04 | % |
| 2.61 | % | 43 bps |
| 2.93 | % | 11 bp | ||||
Net interest margin (fte) 1 |
| 3.68 | % |
| 3.30 | % | 38 bps |
| 3.60 | % | 8 bps | ||||
Pre Provision Net Revenue (PPNR) 1 | $ | 6,279 |
| $ | 8,144 |
| $ | (1,865 | ) | $ | 9,836 |
| $ | (3,557 | ) |
Net income (loss) | $ | 3,730 |
| $ | 5,773 |
| $ | (2,043 | ) | $ | 7,442 |
| $ | (3,712 | ) |
Diluted earnings per share | $ | 0.35 |
| $ | 0.63 |
| $ | (0.28 | ) | $ | 0.81 |
| $ | (0.46 | ) |
Return on average assets |
| 0.53 | % |
| 1.01 | % | -48 bps |
| 1.21 | % | -68 bps | ||||
Return on average tangible equity |
| 6.04 | % |
| 12.40 | % | -636 bps |
| 14.01 | % | -797 bps | ||||
1 - Non GAAP ratio. See Non-GAAP Reconciliation |
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Excluding merger-related expenses and 2026 BOLI Restructuring Fees (see Non-GAAP reconciliations) | |||||||||||||||
(dollars in thousands, except per share data) | Year-Over Year | Linked Quarter | |||||||||||||
3 Months Ended | 3 Months Ended | ||||||||||||||
Mar-26 | Mar-25 | Change | Dec-25 | Change | |||||||||||
Pre Provision Net Revenue (PPNR) | $ | 11,445 |
| $ | 8,144 |
| $ | 3,301 |
| $ | 10,356 |
| $ | 1,089 |
|
Net income (loss) | $ | 7,811 |
| $ | 5,773 |
| $ | 2,038 |
| $ | 7,853 |
| $ | (42 | ) |
Diluted earnings per share | $ | 0.72 |
| $ | 0.63 |
| $ | 0.09 |
| $ | 0.85 |
| $ | (0.13 | ) |
Return on average assets |
| 1.10 | % |
| 1.01 | % | 9 bps |
| 1.28 | % | -18 bps | ||||
Return on average tangible equity |
| 12.65 | % |
| 12.40 | % | 25 bps |
| 14.78 | % | -213 bps | ||||
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Discussion of financial results for the three months ended March 31, 2026 (all comparison year-Q1 2026 to Q1 2025, unless otherwise noted):
Net income of $3.7 million, a decrease of $2.0 million.
Net interest income increased mostly due to the addition of the Presence Bancshares balance sheet on January 5, 2026.
Net interest margin (NIM) was 3.68% compared to 3.30%. On a linked quarter basis the NIM increased 8 basis points from 3.60%.
Non-interest income increased $204 thousand on a linked quarter basis.
Total assets were $2.917 billion, compared to $2.376 billion, an increase of 22.8%.
Loans receivable were $2.238 billion, compared to $1.771 billion, an increase of 26.4%.
Total deposits were $2.507 billion, compared to $2.004 billion, an increase of 25.1%.
Tangible Common Equity as a percent of Tangible Assets was 8.49%, versus 8.15%.
Tangible Book Value (TBV) per share was $22.43 compared to $20.66 an increase of $1.77. TBV per share decreased $0.47 or 2.1% on a linked quarter basis due to the acquisition of PB Bancshares (see below), payment of our common dividend, and a decrease in the value of our available-for-sale portfolio as reflected in Other Comprehensive Income (OCI).
Discussion of Merger and Purchase Accounting Impacts
The acquisition of PB Bancshares closed on January 5, 2026 (the “Closing Date”). The following are some relevant statistics regarding the impact of Purchase Accounting adjustments as well as Merger Related Charges that were calculated as of the Closing Date.
At closing, but before any merger adjustments, PB Bancshares had:
Loans - $356 million
Investments – $20.8 million
Deposits - $358 million
Borrowings - $42 million
Tangible Book Value (TBV) per share as of the Closing Date was calculated to be $22.38/share. At December 31, 2025 the TBV/share for Norwood was $22.90/share. This implies a TBV/share dilution of $0.52 or 2.24%. The estimated TBV/share dilution at announcement was $0.92 or 4.20%.
Subsequent declines in TBV/Share through March 31, 2026 were due to negative AOCI marks on the investment portfolio and common dividends declared.
The Core Deposit Intangible (CDI) was calculated to be $3.3 million at closing. At announcement the estimated CDI was $4.9 million.
The estimate for merger related expenses was $7.1 million versus $6.1 million incurred to date.
The net Goodwill created as a result of the transaction was $7.1 million.
The Pre-Tax impact of purchase accounting accretion during the quarter was a positive $435 thousand.
About Norwood Financial Corp
Norwood Financial Corp, through its subsidiary, Wayne Bank operates 33 Community Offices serving Wayne, Pike, Monroe, Lackawanna, Luzerne, Chester, Cumberland, and Lancaster Counties in Pennsylvania, along with Delaware, Sullivan, Otsego, Ontario, and Yates Counties in New York. The Company has total assets of $2.9 billion. The Company’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”. For more information, visit wayne.bank.
Forward-Looking Statements
In addition to historical information, this earnings release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describes the future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Non-GAAP Measures
In addition to presenting information in conformity with accounting principles generally accepted in the United States of America (GAAP), this news release contains financial information determined by methods other than GAAP (non-GAAP). The following measures used in this release, which are commonly utilized by financial institutions, have not been specifically exempted by the Securities and Exchange Commission ("SEC") and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules.
The Company has provided in this news release supplemental disclosures for the calculation of Return on Average Assets, Return on Average Tangible Shareholders’ Equity, Basic Earnings per Share, Diluted Earnings per Share, Tangible Book Value and Pre Provision Net Revenue. Management believes that the non-GAAP financial measures disclosed by the Company from time to time are useful in evaluating the Company’s performance and that such information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Our non-GAAP financial measures may differ from similar measures presented by other companies.
Contact: | John M. McCaffery |
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NORWOOD FINANCIAL CORP |
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Consolidated Balance Sheets |
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(dollars in thousands, except share and per share data) |
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(unaudited) |
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| March 31 | ||||
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| 2026 |
| 2025 | ||
ASSETS |
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Cash and due from banks | $ | 25,480 |
| $ | 31,729 |
|
Interest-bearing deposits with banks |
| 75,258 |
|
| 43,678 |
|
Fed funds sold |
| 1,835 |
|
| 0 |
|
Cash and cash equivalents |
| 102,573 |
|
| 75,407 |
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Securities available for sale |
| 431,204 |
|
| 408,742 |
|
Loans receivable |
| 2,238,657 |
|
| 1,771,269 |
|
Less: Allowance for credit losses |
| 24,350 |
|
| 20,442 |
|
Net loans receivable |
| 2,214,307 |
|
| 1,750,827 |
|
Regulatory stock, at cost |
| 7,161 |
|
| 7,616 |
|
Bank premises and equipment, net |
| 25,299 |
|
| 20,273 |
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Bank owned life insurance |
| 55,078 |
|
| 46,914 |
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Foreclosed real estate owned |
| 771 |
|
| - |
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Accrued interest receivable |
| 10,815 |
|
| 8,587 |
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Deferred tax assets, net |
| 19,728 |
|
| 17,859 |
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Goodwill |
| 36,375 |
|
| 29,266 |
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Other intangible assets |
| 3,318 |
|
| 136 |
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Other assets |
| 10,625 |
|
| 10,417 |
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TOTAL ASSETS | $ | 2,917,254 |
| $ | 2,376,044 |
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LIABILITIES |
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Deposits: |
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Non-interest bearing demand | $ | 470,706 |
| $ | 391,377 |
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Interest-bearing |
| 2,035,992 |
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| 1,613,071 |
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Total deposits |
| 2,506,698 |
|
| 2,004,448 |
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Other borrowings |
| 88,268 |
|
| 118,590 |
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Accrued interest payable |
| 9,692 |
|
| 13,864 |
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Other liabilities |
| 28,658 |
|
| 18,435 |
|
TOTAL LIABILITIES |
| 2,633,316 |
|
| 2,155,337 |
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STOCKHOLDERS' EQUITY |
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Preferred Stock, no par value per share, authorized 5,000,000 shares |
| - |
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| - |
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Common Stock, $.10 par value per share, authorized: 20,000,000 shares, issued: 2025: 11,181,491 shares, 2024: 9,489,398 shares | 1,118 |
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| 949 |
| |
Surplus |
| 174,078 |
|
| 126,785 |
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Retained earnings |
| 140,843 |
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| 127,865 |
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Treasury stock, at cost: 2025: 291,325 shares, 2024: 229,979 shares |
| (7,970 | ) |
| (6,208 | ) |
Accumulated other comprehensive loss |
| (24,131 | ) |
| (28,684 | ) |
TOTAL STOCKHOLDERS' EQUITY |
| 283,938 |
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| 220,707 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,917,254 |
| $ | 2,376,044 |
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NORWOOD FINANCIAL CORP |
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Consolidated Statements of Income |
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(dollars in thousands, except per share data) |
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(unaudited) |
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| Three Months Ended March 31, | |||||
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| 2026 |
| 2025 | ||
INTEREST INCOME |
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Loans receivable, including fees | $ | 33,873 |
| $ | 25,988 |
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Securities |
| 4,110 |
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| 3,870 |
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Other |
| 400 |
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| 226 |
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Total Interest income |
| 38,383 |
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| 30,084 |
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INTEREST EXPENSE |
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Deposits |
| 12,787 |
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| 10,748 |
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Short-term borrowings |
| 60 |
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| 458 |
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Other borrowings |
| 982 |
|
| 1,021 |
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Total Interest expense |
| 13,829 |
|
| 12,227 |
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NET INTEREST INCOME |
| 24,554 |
|
| 17,857 |
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PROVISION FOR CREDIT LOSSES | $ | 1,459 |
| $ | 857 |
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NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |
| 23,095 |
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| 17,000 |
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OTHER INCOME |
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Service charges and fees |
| 1,755 |
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| 1,513 |
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Income from fiduciary activities |
| 238 |
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| 325 |
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Gains on sales of loans, net |
| 76 |
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| 47 |
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Earnings and proceeds on life insurance policies | 314 |
|
| 286 |
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Other |
| 332 |
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| 180 |
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Total other income |
| 2,715 |
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| 2,351 |
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OTHER EXPENSES |
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Salaries and employee benefits |
| 8,549 |
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| 6,472 |
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Occupancy, furniture and equipment |
| 1,725 |
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| 1,378 |
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Data processing and related operations |
| 1,435 |
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| 1,085 |
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Taxes, other than income |
| 202 |
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| 192 |
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Professional fees |
| 826 |
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| 659 |
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FDIC Insurance assessment |
| 507 |
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| 406 |
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Foreclosed real estate |
| 36 |
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| 4 |
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Amortization of intangibles |
| 165 |
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| 15 |
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Merger |
| 4,941 |
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| 0 |
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Other |
| 2,604 |
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| 1,853 |
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Total other expenses |
| 20,990 |
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| 12,064 |
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INCOME BEFORE TAX EXPENSE |
| 4,820 |
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| 7,287 |
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INCOME TAX EXPENSE |
| 1,090 |
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| 1,514 |
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NET INCOME | $ | 3,730 |
| $ | 5,773 |
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Basic earnings per share | $ | 0.35 |
| $ | 0.63 |
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Diluted earnings per share | $ | 0.35 |
| $ | 0.63 |
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NORWOOD FINANCIAL CORP | |||||||||||||||||||||||||||
NET INTEREST MARGIN ANALYSIS | |||||||||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||||||
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| For the Quarter Ended | ||||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||||||||||||||||||||||
| Average |
| Average | Average |
| Average | Average |
| Average | ||||||||||||||||||
| Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | ||||||||||||||||||
| (2) | (1) | (3) | (2) | (1) | (3) | (2) | (1) | (3) | ||||||||||||||||||
Assets |
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Interest-earning assets: |
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Fed funds sold | $ | 933 |
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| 11 |
| 4.78 |
| % | $ |
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| % | $ |
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Interest-bearing deposits with banks |
| 72,896 |
| $ | 389 |
| 2.16 |
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| 46,766 |
| $ | 474 |
| 4.02 |
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| 20,802 |
| $ | 226 |
| 4.41 |
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Securities available for sale: |
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Taxable |
| 415,567 |
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| 3,859 |
| 3.77 |
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| 400,094 |
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| 3,656 |
| 3.63 |
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| 408,427 |
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| 3,623 |
| 3.60 |
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Tax-exempt (1) |
| 44,634 |
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| 318 |
| 2.89 |
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| 44,700 |
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| 316 |
| 2.80 |
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| 44,242 |
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| 312 |
| 2.86 |
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Total securities available for sale (1) |
| 460,201 |
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| 4,177 |
| 3.68 |
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| 444,794 |
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| 3,972 |
| 3.54 |
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| 452,669 |
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| 3,935 |
| 3.53 |
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Loans receivable (1) (4) (5) |
| 2,195,033 |
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| 33,999 |
| 6.28 |
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| 1,835,902 |
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| 28,786 |
| 6.22 |
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| 1,743,572 |
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| 26,120 |
| 6.08 |
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Total interest-earning assets |
| 2,729,063 |
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| 38,576 |
| 5.73 |
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| 2,327,462 |
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| 33,232 |
| 5.66 |
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| 2,217,043 |
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| 30,281 |
| 5.54 |
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Non-interest earning assets: |
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Cash and due from banks |
| 30,663 |
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| 31,388 |
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| 28,705 |
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Allowance for credit losses |
| (23,391 | ) |
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| (20,070 | ) |
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| (20,154 | ) |
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Other assets |
| 131,739 |
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| 102,792 |
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| 93,131 |
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Total non-interest earning assets |
| 139,011 |
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| 114,110 |
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| 101,682 |
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Total Assets | $ | 2,868,074 |
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| $ | 2,441,572 |
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| $ | 2,318,725 |
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Liabilities and Stockholders' Equity |
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Interest-bearing liabilities: |
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Interest-bearing demand and money market | $ | 723,966 |
| $ | 3,462 |
| 1.94 |
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| $ | 640,265 |
| $ | 3,324 |
| 2.06 |
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| $ | 546,884 |
| $ | 2,801 |
| 2.08 |
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Savings |
| 218,829 |
|
| 137 |
| 0.25 |
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|
| 198,463 |
|
| 106 |
| 0.21 |
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|
| 211,905 |
|
| 142 |
| 0.27 |
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Time |
| 1,040,656 |
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| 9,188 |
| 3.58 |
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|
| 848,216 |
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| 7,904 |
| 3.70 |
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|
| 793,803 |
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| 7,805 |
| 3.99 |
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Total interest-bearing deposits |
| 1,983,451 |
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| 12,787 |
| 2.61 |
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|
| 1,686,944 |
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| 11,334 |
| 2.67 |
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| 1,552,592 |
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| 10,748 |
| 2.81 |
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Short-term borrowings |
| 6,358 |
|
| 60 |
| 3.83 |
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|
| 2,461 |
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| 25 |
| 4.03 |
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|
| 44,297 |
|
| 458 |
| 4.19 |
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Other borrowings |
| 95,152 |
|
| 982 |
| 4.19 |
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|
| 68,025 |
|
| 743 |
| 4.33 |
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| 93,549 |
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| 1,021 |
| 4.43 |
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Total interest-bearing liabilities |
| 2,084,961 |
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| 13,829 |
| 2.69 |
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|
| 1,757,430 |
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| 12,102 |
| 2.73 |
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| 1,690,438 |
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| 12,227 |
| 2.93 |
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Non-interest bearing liabilities: |
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Demand deposits |
| 458,126 |
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| 413,238 |
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| 380,544 |
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Other liabilities |
| 35,188 |
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|
| 30,781 |
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| 29,549 |
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Total non-interest bearing liabilities |
| 493,314 |
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| 444,019 |
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| 410,093 |
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Stockholders' equity |
| 289,799 |
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| 240,123 |
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| 218,194 |
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Total Liabilities and Stockholders' Equity | $ | 2,868,074 |
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| $ | 2,441,572 |
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| $ | 2,318,725 |
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Net interest income/spread (tax equivalent basis) |
|
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| 24,747 |
| 3.04 |
| % |
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| 21,130 |
| 2.93 |
| % |
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| 18,054 |
| 2.61 |
| % | |||
Tax-equivalent basis adjustment |
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| (193 | ) |
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|
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| (186 | ) |
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| (197 | ) |
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Net interest income |
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| $ | 24,554 |
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| $ | 20,944 |
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|
|
|
| $ | 17,857 |
|
|
| ||||||
Net interest margin (tax equivalent basis) |
|
|
|
| 3.68 |
| % |
|
|
|
| 3.60 |
| % |
|
|
|
| 3.30 |
| % | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%. | |||||||||||||||||||||||||||
(2) Average balances have been calculated based on daily balances. | |||||||||||||||||||||||||||
(3) Annualized | |||||||||||||||||||||||||||
(4) Loan balances include non-accrual loans and are net of unearned income. | |||||||||||||||||||||||||||
(5) Loan yields include the effect of amortization of deferred fees, net of costs. | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NORWOOD FINANCIAL CORP | ||||||
Financial Highlights (Unaudited) | ||||||
(dollars in thousands, except per share data) | ||||||
|
|
|
|
| ||
For the Three Months Ended March 31 |
| 2026 |
| 2025 | ||
|
|
|
|
| ||
Net interest income | $ | 24,554 |
| $ | 17,857 |
|
Net income |
| 3,730 |
|
| 5,773 |
|
|
|
|
|
| ||
Net interest spread (fully taxable equivalent) |
| 3.04% |
|
| 2.61% |
|
Net interest margin (fully taxable equivalent) |
| 3.68% |
|
| 3.30% |
|
Return on average assets |
| 0.53% |
|
| 1.01% |
|
Return on average equity |
| 5.22% |
|
| 10.73% |
|
Return on average tangible equity |
| 6.04% |
|
| 12.40% |
|
Basic earnings per share | $ | 0.35 |
| $ | 0.63 |
|
Diluted earnings per share | $ | 0.35 |
| $ | 0.63 |
|
|
|
|
|
| ||
As of March 31 |
| 2026 |
| 2025 | ||
|
|
|
|
| ||
Total assets | $ | 2,917,254 |
| $ | 2,376,044 |
|
Total loans receivable |
| 2,238,657 |
|
| 1,771,269 |
|
Allowance for credit losses |
| 24,350 |
|
| 20,442 |
|
Total deposits |
| 2,506,698 |
|
| 2,004,448 |
|
Stockholders' equity |
| 283,938 |
|
| 220,707 |
|
Trust assets under management |
| 213,318 |
|
| 198,761 |
|
|
|
|
|
| ||
Book value per share | $ | 26.07 |
| $ | 23.84 |
|
Tangible book value per share | $ | 22.43 |
| $ | 20.66 |
|
Equity to total assets |
| 9.73% |
|
| 9.29% |
|
Allowance to total loans receivable |
| 1.09% |
|
| 1.15% |
|
Nonperforming loans to total loans |
| 0.46% |
|
| 0.45% |
|
Nonperforming assets to total assets |
| 0.38% |
|
| 0.33% |
|
|
|
|
|
| ||
NORWOOD FINANCIAL CORP | |||||||||||||||
Consolidated Balance Sheets (unaudited) | |||||||||||||||
(dollars in thousands) | |||||||||||||||
|
| March 31 |
| December 31 |
| September 30 |
| June 30 |
| March 31 | |||||
|
| 2026 |
| 2025 |
| 2025 |
| 2025 |
| 2025 | |||||
ASSETS |
|
|
|
|
|
|
|
|
|
| |||||
Cash and due from banks | $ | 25,480 |
| $ | 32,118 |
| $ | 50,348 |
| $ | 32,052 |
| $ | 31,729 |
|
Interest-bearing deposits with banks |
| 75,258 |
|
| 12,318 |
|
| 24,382 |
|
| 20,993 |
|
| 43,678 |
|
Fed Funds Sold |
| 1,835 |
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| 102,573 |
|
| 44,436 |
|
| 74,730 |
|
| 53,045 |
|
| 75,407 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Securities available for sale |
| 431,204 |
|
| 408,782 |
|
| 403,989 |
|
| 402,460 |
|
| 408,742 |
|
Loans receivable |
| 2,238,657 |
|
| 1,853,422 |
|
| 1,814,682 |
|
| 1,790,574 |
|
| 1,771,269 |
|
Less: Allowance for credit losses |
| 24,350 |
|
| 19,882 |
|
| 19,911 |
|
| 20,908 |
|
| 20,442 |
|
Net loans receivable |
| 2,214,307 |
|
| 1,833,540 |
|
| 1,794,771 |
|
| 1,769,666 |
|
| 1,750,827 |
|
Regulatory stock, at cost |
| 7,161 |
|
| 6,623 |
|
| 6,163 |
|
| 7,538 |
|
| 7,616 |
|
Bank owned life insurance |
| 55,078 |
|
| 46,089 |
|
| 45,821 |
|
| 46,099 |
|
| 46,914 |
|
Bank premises and equipment, net |
| 25,299 |
|
| 22,971 |
|
| 22,292 |
|
| 21,608 |
|
| 20,273 |
|
Foreclosed real estate owned |
| 771 |
|
| 771 |
|
| - |
|
| - |
|
| - |
|
Goodwill and other intangibles |
| 39,693 |
|
| 29,364 |
|
| 29,375 |
|
| 29,387 |
|
| 29,402 |
|
Other assets |
| 41,168 |
|
| 32,266 |
|
| 34,810 |
|
| 35,547 |
|
| 36,863 |
|
TOTAL ASSETS | $ | 2,917,254 |
| $ | 2,424,842 |
| $ | 2,411,951 |
| $ | 2,365,350 |
| $ | 2,376,044 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
LIABILITIES |
|
|
|
|
|
|
|
|
|
| |||||
Deposits: |
|
|
|
|
|
|
|
|
|
| |||||
Non-interest bearing demand | $ | 470,706 |
| $ | 419,597 |
| $ | 424,027 |
| $ | 406,358 |
| $ | 391,377 |
|
Interest-bearing deposits |
| 2,035,992 |
|
| 1,659,048 |
|
| 1,649,941 |
|
| 1,591,476 |
|
| 1,613,071 |
|
Total deposits |
| 2,506,698 |
|
| 2,078,645 |
|
| 2,073,968 |
|
| 1,997,834 |
|
| 2,004,448 |
|
Borrowings |
| 88,268 |
|
| 74,133 |
|
| 72,071 |
|
| 111,850 |
|
| 118,590 |
|
Other liabilities |
| 38,350 |
|
| 29,907 |
|
| 31,007 |
|
| 30,241 |
|
| 32,299 |
|
TOTAL LIABILITIES |
| 2,633,316 |
|
| 2,182,685 |
|
| 2,177,046 |
|
| 2,139,925 |
|
| 2,155,337 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
STOCKHOLDERS' EQUITY |
| 283,938 |
|
| 242,157 |
|
| 234,905 |
|
| 225,425 |
|
| 220,707 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,917,254 |
| $ | 2,424,842 |
| $ | 2,411,951 |
| $ | 2,365,350 |
| $ | 2,376,044 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
NORWOOD FINANCIAL CORP | |||||||||||||||
Consolidated Statements of Income (unaudited) | |||||||||||||||
(dollars in thousands, except per share data) | |||||||||||||||
|
| March 31 |
| December 31 |
| September 30 |
| June 30 |
| March 31 | |||||
Three months ended |
| 2026 |
| 2025 |
| 2025 |
| 2025 |
| 2025 | |||||
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
| |||||
Loans receivable, including fees | $ | 33,873 |
| $ | 28,666 |
| $ | 28,141 |
| $ | 27,115 |
| $ | 25,988 |
|
Securities |
| 4,110 |
|
| 3,906 |
|
| 3,907 |
|
| 3,871 |
|
| 3,870 |
|
Other |
| 400 |
|
| 474 |
|
| 144 |
|
| 220 |
|
| 226 |
|
Total interest income |
| 38,383 |
|
| 33,046 |
|
| 32,192 |
|
| 31,206 |
|
| 30,084 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
| |||||
Deposits |
| 12,787 |
|
| 11,334 |
|
| 10,730 |
|
| 10,869 |
|
| 10,748 |
|
Borrowings |
| 1,042 |
|
| 768 |
|
| 1,004 |
|
| 1,272 |
|
| 1,479 |
|
Total interest expense |
| 13,829 |
|
| 12,102 |
|
| 11,734 |
|
| 12,141 |
|
| 12,227 |
|
NET INTEREST INCOME |
| 24,554 |
|
| 20,944 |
|
| 20,458 |
|
| 19,065 |
|
| 17,857 |
|
PROVISION FOR (RELEASE OF) CREDIT LOSSES |
| 1,459 |
|
| 468 |
|
| (502 | ) |
| 950 |
|
| 857 |
|
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION |
|
|
|
|
|
|
|
| |||||||
FOR CREDIT LOSSES |
| 23,095 |
|
| 20,476 |
|
| 20,960 |
|
| 18,115 |
|
| 17,000 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
OTHER INCOME |
|
|
|
|
|
|
|
|
|
| |||||
Service charges and fees |
| 1,755 |
|
| 1,734 |
|
| 1,660 |
|
| 1,514 |
|
| 1,513 |
|
Income from fiduciary activities |
| 238 |
|
| 228 |
|
| 254 |
|
| 226 |
|
| 325 |
|
Net realized (losses) gains on sales of securities |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
Gains on sales of loans, net |
| 76 |
|
| 83 |
|
| 130 |
|
| 65 |
|
| 47 |
|
Gains on sales of foreclosed real estate owned |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
Earnings and proceeds on life insurance policies |
| 314 |
|
| 268 |
|
| 268 |
|
| 266 |
|
| 286 |
|
Other |
| 332 |
|
| 198 |
|
| 193 |
|
| 177 |
|
| 180 |
|
Total other income |
| 2,715 |
|
| 2,511 |
|
| 2,505 |
|
| 2,248 |
|
| 2,351 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
OTHER EXPENSES |
|
|
|
|
|
|
|
|
|
| |||||
Salaries and employee benefits |
| 8,549 |
|
| 7,155 |
|
| 6,696 |
|
| 6,605 |
|
| 6,472 |
|
Occupancy, furniture and equipment, net |
| 1,725 |
|
| 1,390 |
|
| 1,361 |
|
| 2,538 |
|
| 1,378 |
|
Foreclosed real estate |
| 36 |
|
| - |
|
| 1 |
|
| 137 |
|
| 4 |
|
FDIC insurance assessment |
| 507 |
|
| 423 |
|
| 368 |
|
| 355 |
|
| 406 |
|
Other |
| 10,173 |
|
| 4,651 |
|
| 4,508 |
|
| 2,896 |
|
| 3,804 |
|
Total other expenses |
| 20,990 |
|
| 13,619 |
|
| 12,934 |
|
| 12,531 |
|
| 12,064 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
INCOME BEFORE TAX EXPENSE |
| 4,820 |
|
| 9,368 |
|
| 10,531 |
|
| 7,832 |
|
| 7,287 |
|
INCOME TAX EXPENSE |
| 1,090 |
|
| 1,926 |
|
| 2,197 |
|
| 1,627 |
|
| 1,514 |
|
NET INCOME | $ | 3,730 |
| $ | 7,442 |
| $ | 8,334 |
| $ | 6,205 |
| $ | 5,773 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Basic earnings per share | $ | 0.35 |
| $ | 0.81 |
| $ | 0.89 |
| $ | 0.67 |
| $ | 0.63 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Diluted earnings per share | $ | 0.35 |
| $ | 0.81 |
| $ | 0.89 |
| $ | 0.67 |
| $ | 0.63 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Book Value per share | $ | 26.07 |
| $ | 26.06 |
| $ | 25.36 |
| $ | 24.34 |
| $ | 23.84 |
|
Tangible Book Value per share |
| 22.43 |
|
| 22.90 |
|
| 22.19 |
|
| 21.17 |
|
| 20.66 |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Return on average assets (annualized) |
| 0.53% |
|
| 1.21% |
|
| 1.40% |
|
| 1.06% |
|
| 1.01% |
|
Return on average equity (annualized) |
| 5.22% |
|
| 12.30% |
|
| 14.58% |
|
| 11.14% |
|
| 10.73% |
|
Return on average tangible equity (annualized) |
| 6.04% |
|
| 14.01% |
|
| 16.76% |
|
| 12.83% |
|
| 12.40% |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net interest spread (fte) |
| 3.04% |
|
| 2.93% |
|
| 2.94% |
|
| 2.75% |
|
| 2.61% |
|
Net interest margin (fte) |
| 3.68% |
|
| 3.60% |
|
| 3.63% |
|
| 3.43% |
|
| 3.30% |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Allowance for credit losses to total loans |
| 1.09% |
|
| 1.07% |
|
| 1.10% |
|
| 1.17% |
|
| 1.15% |
|
Net charge-offs to average loans (annualized) |
| 0.09% |
|
| 0.13% |
|
| 0.13% |
|
| 0.08% |
|
| 0.07% |
|
Nonperforming loans to total loans |
| 0.46% |
|
| 0.34% |
|
| 0.36% |
|
| 0.45% |
|
| 0.45% |
|
Nonperforming assets to total assets |
| 0.38% |
|
| 0.29% |
|
| 0.31% |
|
| 0.34% |
|
| 0.33% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NORWOOD FINANCIAL CORP | ||||||||||||
Reconciliation of Non-GAAP Adjustments for Merger-Related Expenses and BOLI Restructuring Fee |
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Adjusted Return on Average Assets |
|
|
|
|
|
|
|
|
| |||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
| |||
|
| Three Months Ended |
| Three Months Ended |
| Three Months Ended | ||||||
|
| March 31, |
| December 31, |
| March 31, | ||||||
|
| 2025 |
| 2025 |
| 2026 | ||||||
Net income | $ | 5,773 |
|
| $ | 7,442 |
|
|
| 3,730 |
|
|
Average assets |
| 2,318,725 |
|
|
| 2,441,572 |
|
|
| 2,868,074 |
|
|
Return on average assets (annualized) |
| 1.01 |
| % |
| 1.21 |
| % |
| 0.53 |
| % |
Net income |
| 5,773 |
|
|
| 7,442 |
|
|
| 3,730 |
|
|
Merger-related expenses |
| 0 |
|
|
| 520 |
|
|
| 4,941 |
|
|
Boli restructuring fee |
| 0 |
|
|
| 0 |
|
|
| 225 |
|
|
Tax effect at 21% |
| 0 |
|
|
| (109 | ) |
|
| (1,085 | ) |
|
Adjusted Net Income (Non-GAAP) |
| 5,773 |
|
|
| 7,853 |
|
|
| 7,811 |
|
|
Average assets |
| 2,318,725 |
|
|
| 2,441,572 |
|
|
| 2,868,074 |
|
|
Adjusted return on average assets (annualized) |
|
|
|
|
|
|
|
|
| |||
(Non-GAAP) |
| 1.01 |
| % |
| 1.28 |
| % |
| 1.10 |
| % |
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Adjusted Return on Average Tangible Shareholders' Equity |
|
|
|
|
|
|
|
|
| |||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
| |||
|
| Three Months Ended |
| Three Months Ended |
| Three Months Ended | ||||||
|
| March 31, |
| December 31, |
| March 31, | ||||||
|
| 2025 |
| 2025 |
| 2026 | ||||||
Net income | $ | 5,773 |
|
| $ | 7,442 |
|
|
| 3,730 |
|
|
Average shareholders' equity |
| 218,194 |
|
|
| 240,123 |
|
|
| 289,799 |
|
|
Average intangible assets |
| (29,424 | ) |
|
| (29,369 | ) |
|
| (39,334 | ) |
|
Average tangible shareholders' equity |
| 188,770 |
|
|
| 210,754 |
|
|
| 250,465 |
|
|
Return on average tangible shareholders' equity (annualized) |
| 12.40 |
| % |
| 14.01 |
| % |
| 6.04 |
| % |
Net income |
| 5,773 |
|
|
| 7,442 |
|
|
| 3,730 |
|
|
Merger-related expenses |
| 0 |
|
|
| 520 |
|
|
| 4,941 |
|
|
Boli restructuring fee |
| 0 |
|
|
| 0 |
|
|
| 225 |
|
|
Tax effect at 21% |
| 0 |
|
|
| (109 | ) |
|
| (1,085 | ) |
|
Adjusted Net Income (Non-GAAP) |
| 5,773 |
|
|
| 7,853 |
|
|
| 7,811 |
|
|
Average tangible shareholders' equity |
| 188,770 |
|
|
| 210,754 |
|
|
| 250,465 |
|
|
Adjusted return on average shareholders' equity (annualized) |
|
|
|
|
|
|
|
| ||||
(Non-GAAP) |
| 12.40 |
| % |
| 14.78 |
| % |
| 12.65 |
| % |
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Adjusted Earnings Per Share |
|
|
|
|
|
|
|
|
| |||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
| |||
|
| Three Months Ended |
| Three Months Ended |
| Three Months Ended | ||||||
|
| March 31, |
| December 31, |
| March 31, | ||||||
|
| 2025 |
| 2025 |
| 2026 | ||||||
GAAP-Based Earnings Per Share, Basic | $ | 0.63 |
|
| $ | 0.81 |
|
| $ | 0.35 |
|
|
GAAP-Based Earnings Per Share, Diluted | $ | 0.63 |
|
| $ | 0.81 |
|
| $ | 0.35 |
|
|
Net Income |
| 5,773 |
|
|
| 7,442 |
|
|
| 3,730 |
|
|
Merger-related expenses |
| 0 |
|
|
| 520 |
|
|
| 4,941 |
|
|
Boli restructuring fee |
| 0 |
|
|
| 0 |
|
|
| 225 |
|
|
Tax effect at 21% |
| 0 |
|
|
| (109 | ) |
|
| (1,085 | ) |
|
Adjusted Net Income (Non-GAAP) |
| 5,773 |
|
|
| 7,853 |
|
|
| 7,811 |
|
|
Adjusted Earnings per Share, Basic (Non-GAAP) | $ | 0.63 |
|
| $ | 0.85 |
|
| $ | 0.73 |
|
|
Adjusted Earnings per Share, Diluted (Non-GAAP) | $ | 0.63 |
|
| $ | 0.85 |
|
| $ | 0.72 |
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Tangible Book Value |
|
|
|
|
|
|
|
|
| |||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
| December 31, |
| March 31, |
|
|
| |||||
|
| 2025 |
| 2026 |
|
|
| |||||
Total shareholders' equity |
| 242,157 |
|
|
| 283,938 |
|
|
|
|
| |
Adjustments: |
|
|
|
|
|
|
|
|
| |||
Goodwill |
| (29,266 | ) |
|
| (36,375 | ) |
|
|
|
| |
Other intangible assets |
| (98 | ) |
|
| (3,319 | ) |
|
|
|
| |
Tangible common equity (Non-GAAP) |
| 212,793 |
|
|
| 244,244 |
|
|
|
|
| |
Common shares outstanding |
| 9,293,858 |
|
|
| 10,890,166 |
|
|
|
|
| |
Book value per common share |
| 26.06 |
|
|
| 26.07 |
|
|
|
|
| |
Tangible book value per common share (Non-GAAP) |
| 22.90 |
|
|
| 22.43 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |||
NORWOOD FINANCIAL CORP | ||||||
Reconciliation of Non-GAAP Adjustments for Merger-Related Expenses and BOLI Restructuring Fee | ||||||
|
|
|
|
|
|
|
Pre Provision Net Revenue |
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended March 31, | ||||
|
| 2026 |
| 2025 | ||
Income before tax expense (GAAP) | $ | 4,820 |
| $ | 7,287 |
|
Provision for credit losses |
| 1,459 |
|
| 857 |
|
Pre provision net revenue (PPNR) (Non-GAAP) |
| 6,279 |
|
| 8,144 |
|
Merger-related expenses |
| 4,941 |
|
| 0 |
|
BOLI restructuring fee |
| 225 |
|
| 0 |
|
PPNR adjusted for one time expenses (Non-GAAP) |
| 11,445 |
|
| 8,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended December 31, |
|
|
| |
|
| 2025 |
|
| ||
Income before tax expense (GAAP) | $ | 9,368 |
|
|
|
|
Provision for credit losses |
| 468 |
|
|
|
|
Pre provision net revenue (PPNR) (Non-GAAP) |
| 9,836 |
|
|
|
|
Merger-related expenses |
| 520 |
|
|
|
|
PPNR adjusted for one time expenses (Non-GAAP) |
| 10,356 |
|
|
|
|
|
|
|
|
|
|
|
