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
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
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. McCafferyExecutive Vice President &Chief Financial OfficerNORWOOD FINANCIAL CORP272-304-3003www.waynebank.com
NORWOOD FINANCIAL CORP
Consolidated Balance Sheets
(dollars in thousands, except share and per share data)
(unaudited)
March 31
2026
2025
ASSETS
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
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
Bank owned life insurance
55,078
46,914
Foreclosed real estate owned
771
-
Accrued interest receivable
10,815
8,587
Deferred tax assets, net
19,728
17,859
Goodwill
36,375
29,266
Other intangible assets
3,318
136
Other assets
10,625
10,417
TOTAL ASSETS
$
2,917,254
$
2,376,044
LIABILITIES
Deposits:
Non-interest bearing demand
$
470,706
$
391,377
Interest-bearing
2,035,992
1,613,071
Total deposits
2,506,698
2,004,448
Other borrowings
88,268
118,590
Accrued interest payable
9,692
13,864
Other liabilities
28,658
18,435
TOTAL LIABILITIES
2,633,316
2,155,337
STOCKHOLDERS' EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares
-
-
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
949
Surplus
174,078
126,785
Retained earnings
140,843
127,865
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
220,707
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
2,917,254
$
2,376,044
NORWOOD FINANCIAL CORP
Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
2026
2025
INTEREST INCOME
Loans receivable, including fees
$
33,873
$
25,988
Securities
4,110
3,870
Other
400
226
Total Interest income
38,383
30,084
INTEREST EXPENSE
Deposits
12,787
10,748
Short-term borrowings
60
458
Other borrowings
982
1,021
Total Interest expense
13,829
12,227
NET INTEREST INCOME
24,554
17,857
PROVISION FOR CREDIT LOSSES
$
1,459
$
857
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
23,095
17,000
OTHER INCOME
Service charges and fees
1,755
1,513
Income from fiduciary activities
238
325
Gains on sales of loans, net
76
47
Earnings and proceeds on life insurance policies
314
286
Other
332
180
Total other income
2,715
2,351
OTHER EXPENSES
Salaries and employee benefits
8,549
6,472
Occupancy, furniture and equipment
1,725
1,378
Data processing and related operations
1,435
1,085
Taxes, other than income
202
192
Professional fees
826
659
FDIC Insurance assessment
507
406
Foreclosed real estate
36
4
Amortization of intangibles
165
15
Merger
4,941
0
Other
2,604
1,853
Total other expenses
20,990
12,064
INCOME BEFORE TAX EXPENSE
4,820
7,287
INCOME TAX EXPENSE
1,090
1,514
NET INCOME
$
3,730
$
5,773
Basic earnings per share
$
0.35
$
0.63
Diluted earnings per share
$
0.35
$
0.63
NORWOOD FINANCIAL CORP
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)
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
Interest-earning assets:
Fed funds sold
$
933
11
4.78
%
$
%
$
%
Interest-bearing deposits with banks
72,896
$
389
2.16
46,766
$
474
4.02
20,802
$
226
4.41
Securities available for sale:
Taxable
415,567
3,859
3.77
400,094
3,656
3.63
408,427
3,623
3.60
Tax-exempt (1)
44,634
318
2.89
44,700
316
2.80
44,242
312
2.86
Total securities available for sale (1)
460,201
4,177
3.68
444,794
3,972
3.54
452,669
3,935
3.53
Loans receivable (1) (4) (5)
2,195,033
33,999
6.28
