Core Viewpoint - Norwood Financial Corp has announced an underwritten public offering of its common stock to support its bank subsidiary's capital ratios and for general corporate purposes, including potential acquisitions [1][2]. Group 1: Offering Details - The company intends to grant underwriters a 30-day option to purchase additional shares of its common stock [1]. - Piper Sandler & Co. is the lead book-running manager, with Janney Montgomery Scott LLC acting as the joint book-running manager for the offering [3]. Group 2: Use of Proceeds - Net proceeds from the offering will be used to support capital ratios, reposition a substantial portion of the available-for-sale debt securities portfolio, repurchase common stock, and potentially acquire other institutions or branches [2]. Group 3: Company Background - Norwood Financial Corp is the parent company of Wayne Bank, operating 14 offices in Northeastern Pennsylvania and 15 offices in New York [6]. - The company's stock trades on the Nasdaq Global Market under the symbol "NWFL" [6].

Financial Performance - For the three months ended September 30, 2024, net income totaled $3,844,000, a decrease from $4,119,000 in the same period of 2023, primarily due to a $463,000 increase in the provision for credit losses [139]. - Earnings per share for the three months ended September 30, 2024 were $0.48, compared to $0.51 for the same period in 2023 [139]. - Net income for the nine months ended September 30, 2024, was $12,491,000, down from $16,405,000 in the same period of 2023, with earnings per share decreasing from $2.03 to $1.55 [151]. - Other income for Q3 2024 totaled $2,295,000, slightly down from $2,306,000 in Q3 2023, primarily due to a decrease in life insurance earnings [145]. - Other income increased to $6.5 million for the nine months ended September 30, 2024, up 8.4% from $6.0 million in 2023, driven by higher service charges and gains on sales of securities [156]. Asset and Loan Growth - Total assets increased to $2.280 billion as of September 30, 2024, from $2.201 billion as of December 31, 2023, primarily due to a $71.5 million increase in gross loans outstanding [115]. - Loans receivable totaled $1.656 billion at September 30, 2024, reflecting a $71.8 million increase from $1.585 billion at December 31, 2023, driven by increases in commercial real estate, residential real estate, and consumer loans [117]. - Average loans increased by $62,447,000 during the three months ended September 30, 2024, while average loans rose by $78.9 million during the nine months ended September 30, 2024 [142][154]. Credit Quality - The allowance for credit losses was $18.699 million as of September 30, 2024, representing 1.12% of total loans, a slight decrease from $18.968 million or 1.18% at December 31, 2023 [118]. - Non-performing loans totaled $7.888 million or 0.47% of total loans at September 30, 2024, compared to $7.622 million or 0.48% at December 31, 2023 [119]. - The provision for credit losses was $1,345,000 for Q3 2024, up from $882,000 in Q3 2023, with a net charge-off of $323,000 compared to $2,349,000 in the prior year [144]. - The allowance for credit losses related to loans receivable was 1.12% of loans receivable as of September 30, 2024, representing 237% of non-performing loans [144]. Capital and Liquidity - Total stockholders' equity increased to $195.7 million as of September 30, 2024, from $181.1 million at December 31, 2023, due to net income and an increase in the fair value of securities [125]. - The Company maintained total liquidity of $479.8 million as of September 30, 2024, representing 21.0% of total assets, slightly down from 21.5% as of December 31, 2023 [132]. - The maximum borrowing capacity with the Federal Home Loan Bank was approximately $678.03 million as of September 30, 2024, with $84.96 million outstanding [134]. - The Company is in compliance with all applicable regulatory capital requirements as of September 30, 2024 [130]. Interest Income and Expense - Net interest income on a fully taxable equivalent basis for the three months ended September 30, 2024 was $16,138,000, an increase of $914,000 from the comparable period in 2023 [141]. - Total interest income for the three months ended September 30, 2024 was $28,694,000, with a yield on average earning assets of 5.31%, compared to $24,693,000 and 4.73% for the same period in 2023 [142]. - Interest expense for the three months ended September 30, 2024 totaled $12,556,000, at an average cost of 3.09%, compared to $9,469,000 at 2.47% for the same period in 2023 [143]. - The net interest margin for the nine months ended September 30, 2024, was 2.87%, down from 3.10% in the same period of 2023 [153]. Tax Expense - Income tax expense for Q3 2024 was $1,006,000, with an effective tax rate of 20.7%, compared to $1,068,000 and 20.6% in Q3 2023 [147]. - Income tax expense totaled $3,308,000 for an effective tax rate of 20.9% for the nine months ended September 30, 2024, compared to $4,289,000 at a rate of 20.7% for the same period in 2023 [158].

Financial Performance - Net income for Q3 2024 was $3.8 million, a decrease of $275 thousand compared to Q3 2023[2] - Net income for the three months ended September 30, 2024, was $3,844,000, down from $4,119,000 in the same period of 2023, indicating a decrease of 6.7%[16] - Basic earnings per share for the three months ended September 30, 2024, were $0.48, down from $0.51 in the same period of 2023[17] - Basic earnings per share decreased to $0.48 from $0.51 a year ago, reflecting a decline of 5.88%[19] Asset Growth - Total assets as of September 30, 2024, were $2.280 billion, up from $2.180 billion a year earlier[4] - Total assets increased to $2,279,751 thousand as of September 30, 2024, up from $2,201,079 thousand a year earlier, representing a growth of 3.55%[18] - Total assets amounted to $2,236,466, a slight decrease from $2,246,713[21] Loan Performance - Loans grew at an annualized rate of 8% during Q3 2024, with loans receivable totaling $1.675 billion[4] - Total loans receivable increased to $1,675,139,000 as of September 30, 2024, from $1,610,069,000 a year earlier[17] - Net loans receivable rose to $1,656,440 thousand, compared to $1,594,983 thousand in the same quarter last year, reflecting an increase of 3.86%[18] - Non-performing loans to total loans ratio was 0.47% as of September 30, 2024, down from 0.65% a year earlier[17] - Non-performing loans to total loans remained stable at 0.47%[20] Income and Interest Metrics - Net interest margin (fully taxable equivalent) increased to 2.99% in Q3 2024 from 2.92% in Q3 2023[5] - Net interest income for the three months ended September 30, 2024, was $15,931,000, compared to $15,039,000 for the same period in 2023, reflecting an increase of 5.9%[16] - Total interest income increased to $28,487,000 for the three months ended September 30, 2024, from $24,508,000 in the same period of 2023, representing a growth of 16.1%[16] - Total interest income for the quarter was $28,487 thousand, up from $24,508 thousand in the same quarter last year, marking a year-over-year increase of 16.06%[19] - Net interest margin (FTE) improved to 2.99% from 2.80%[21] Expenses and Allowances - Operating expenses increased to $12.0 million in Q3 2024, up $755 thousand from Q3 2023[8] - Total other expenses increased to $12,031 thousand from $11,276 thousand a year ago, reflecting a rise of 6.69%[19] - The allowance for credit losses was $18,699,000 as of September 30, 2024, compared to $16,086,000 as of September 30, 2023[17] - The allowance for credit losses was $18,699 thousand, slightly up from $16,086 thousand a year ago, indicating a year-over-year increase of 16.27%[18] - Allowance for credit losses to total loans was 1.12%, slightly up from 1.11%[20] Equity and Capital - The capital base remains above "Well-Capitalized" targets, with stockholders' equity at $195.7 million[4] - Total stockholders' equity increased to $189,135 from $179,494[21] Returns - The annualized return on average assets for the nine months ended September 30, 2024, was 0.75%[3] - The return on average assets for the three months ended September 30, 2024, was 0.68%, compared to 0.76% for the same period in 2023[17] - Return on average assets (annualized) was 0.68%, down from 0.80%[20] - The annualized return on average tangible equity for the nine months ended September 30, 2024, was 10.82%[3] - Return on average equity (annualized) decreased to 8.09% from 9.79%[20] Other Income - Other income for Q3 2024 remained stable at $2.3 million, compared to the same period in 2023[7] - Other income totaled $2,295 thousand, compared to $2,306 thousand in the same quarter last year, showing a slight decrease of 0.48%[19] - The company reported a release of provision for credit losses of $1,345 thousand, compared to a provision of $882 thousand in the same quarter last year, indicating improved credit quality[19]

Core Insights - Norwood Financial Corp reported a net income of $3.8 million for the three months ended September 30, 2024, which is a decrease of $275 thousand compared to the same period last year [2] - The annualized return on average assets was 0.68% and the return on average tangible equity was 9.58% for the same period [2] - Total assets increased to $2.280 billion as of September 30, 2024, compared to $2.180 billion a year earlier [4] Financial Performance - Net interest income for the three months ended September 30, 2024, was $16.1 million, an increase of $914 thousand from the same period in 2023 [5] - The net interest margin (fully taxable equivalent) for the quarter was 2.99%, up from 2.92% in the prior year [5] - For the nine months ended September 30, 2024, net income was $12.5 million, down $3.9 million from the same period in 2023 [3] Loan and Deposit Growth - Loans grew at an annualized rate of 8% during the third quarter [1] - Total deposits reached $1.855 billion as of September 30, 2024, compared to $1.747 billion a year earlier [4][19] - The allowance for credit losses was $18.7 million, up from $16.1 million in the previous year [19] Operating Expenses - Other expenses for the three months ended September 30, 2024, totaled $12.0 million, an increase of $755 thousand from the same period in 2023 [8] - The increase in operating expenses was primarily due to higher salaries and benefits, professional fees, and data processing costs [8] Capital and Credit Quality - The capital base remains above "Well-Capitalized" targets, with stockholders' equity at $195.7 million as of September 30, 2024 [4][19] - Credit quality metrics remained strong, with nonperforming loans to total loans at 0.47% [17]

Exhibit 99.1 NORWOOD FINANCIAL CORP ANNOUNCES SECOND QUARTER EARNINGS James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2024 of $4,213,000, which was $2,290,000 lower than the same three-month period of last year. The decrease includes a $717,000 decrease in net interest income, a $424,000 increase in total other income, a $506,000 increase in total other expens ...

HONESDALE, Pa., July 26, 2024 (GLOBE NEWSWIRE) -- James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced earnings for the three months ended June 30, 2024 of $4,213,000, which was $2,290,000 lower than the same three-month period of last year. The decrease includes a $717,000 decrease in net interest income, a $424,000 increase in total other income, a $506,000 increase in total other expense, and a $2,097,000 ...

Core Points - Norwood Financial Corp and its subsidiary Wayne Bank announced the appointment of Ronald R. Schmalzle to their Board of Directors [4] - Schmalzle brings extensive experience in public service and business management, currently serving as a Pike County Commissioner and managing Recreation Management Corp [5][6] - The company operates multiple offices across Northeastern Pennsylvania and New York, with its stock trading on the Nasdaq Global Market under the symbol "NWFL" [2] Group 1 - The Chairman of the Board, Lewis J. Critelli, expressed confidence that Schmalzle's expertise will positively impact the communities served by the bank [1] - Jim Donnelly, President and CEO, highlighted Schmalzle's unique skill set and the excitement surrounding his appointment [1] - Schmalzle has a strong background in community involvement and has received recognition for his contributions, including the Richard L. Snyder Excellence in Business Award in 2018 [6] Group 2 - Schmalzle's professional background includes roles in various organizations, showcasing his leadership and commitment to community service [5][6] - He has a history of involvement in youth sports and local initiatives, further emphasizing his connection to the community [6][7] - Schmalzle holds a Bachelor of Music degree from Marywood University and is a lifelong resident of Pike County [7]

HONESDALE, Pa., July 18, 2024 (GLOBE NEWSWIRE) -- The Board of Directors of Norwood Financial Corp (NASDAQ Global Market – NWFL) and its subsidiary, Wayne Bank, announced the appointment of Ronald R. Schmalzle to the Board of Directors of Norwood Financial Corp ("Norwood" or the "Company") and Wayne Bank. Schmalzle is currently serving his second term as a Pike County Commissioner, having been reelected in 2023. He is President, Co-Owner, and General Manager of Recreation Management Corp, which owns and ope ...

HONESDALE, Pa., June 26, 2024 (GLOBE NEWSWIRE) -- James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.30 per share cash dividend, which is payable August 1, 2024, to shareholders of record as of July 15, 2024. The $0.30 per share equals the per share dividend declared in the first quarter of 2024 and represents a 3.5% increase over the cash dividend declared in ...

HONESDALE, Pa., June 26, 2024 (GLOBE NEWSWIRE) -- James O. Donnelly, President and Chief Executive Officer of Norwood Financial Corp (NASDAQ Global Market - NWFL) and its subsidiary Wayne Bank, announced that the Board of Directors has declared a $0.30 per share cash dividend, which is payable August 1, 2024, to shareholders of record as of July 15, 2024. The $0.30 per share equals the per share dividend declared in the first quarter of 2024 and represents a 3.5% increase over the cash dividend declared in ...