EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

NORWOOD FINANCIAL CORP

ANNOUNCES THIRD QUARTER EARNINGS

October 26, 2021—Honesdale, Pennsylvania

Lewis J. Critelli, 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 September 30, 2021 of $6,981,000 which represents an increase of $1,982,000, or 39.6%, over the $4,999,000 earned in the same three-month period of 2020. The increase in earnings was due to a $1.7 million increase in net interest income, including fee income recognized on Paycheck Protection Program (“PPP”) loans forgiven, and a $1.1 million reduction in the provision for loan losses. Earnings per share (fully diluted) were $0.85 in the three-months ended September 30, 2021, which represents an increase from the $0.62 earned in the same period of 2020. The annualized returns on average assets and average tangible equity for the current three-month period were 1.36% and 15.72%, respectively, compared to 1.11% and 11.72% for the three-month period ended September 30, 2020. Net income for the nine months ended September 30, 2021, totaled $18,277,000, which is $8,710,000, or 91.1%, higher than the same period of 2020, primarily due to the benefits derived from the Company’s acquisition of UpState New York Bancorp, Inc. (“UpState”), which closed on July 7, 2020. Earnings per share (fully diluted) for the nine months ended September 30, 2021, totaled $2.23 per share compared to $1.39 per share in the 2020 period.

Total assets as of September 30, 2021 were $2.054 billion, with loans receivable of $1.371 billion, deposits of $1.723 billion and stockholders’ equity of $202.6 million. Total assets have increased $211.6 million during the past twelve months while loans have decreased $43.7 million and deposits have increased $206.6 million. The increases in assets and deposits reflect growth due to significant stimulus funds received as a result of PPP loans that have been forgiven and the Coronavirus Aid, Relief, and Economic Security Act, (“CARES Act”), while the decrease in loans includes a $59.2 million reduction in PPP loans due to forgiveness.

For the three months ended September 30, 2021, net interest income, on a fully taxable equivalent basis (fte), totaled $17,186,000, which represents an increase of $1,639,000, compared to the same period in 2020. A $150.5 million increase in average securities contributed to the increased income. Net interest margin (fte) for the 2021 period was 3.61%, compared to 3.73% for the similar period in 2020. Net interest income (fte) for the nine months ended September 30, 2021 totaled $49,429,000, an increase of $13,891,000, compared to the similar period in 2020 due primarily to a higher volume of earning assets. The net interest margin (fte) year-to-date for the 2021 period was 3.54%, which exceeded the 3.51% recorded in the same period of 2020. All increases include the benefits derived from the acquisition of UpState.

Total other income for the three months ended September 30, 2021 was $2,128,000, compared to $2,072,000 for the same period in 2020. The increase in total other income is primarily due to a higher level of service charges and fees. For the nine months ended September 30, 2021, total other income was $6,304,000, compared to $5,119,000 in the same period of 2020.

Total other expenses were $9,592,000 for the three months ended September 30, 2021, compared to $9,380,000 in the same period of 2020. The higher level of expense during the three months ended September 30, 2021, was due primarily to a $679,000 increase in salaries and benefits costs. For the nine months ended September 30, 2021, other expenses totaled $28,536,000, compared to $24,531,000 for the same period in 2020. The increase includes costs related to the operation of four additional community offices acquired from UpState in 2020.

Mr. Critelli commented, “Our results for the first nine months of 2021 reflect the positive impact of, and earnings accretion resulting from, our acquisition of UpState, as well as the continued impact of economic stimulus on our earnings and balance sheet. We recently broke ground on our new facility in Penn Yan, New York, and we look forward to serving the community from our new location. We appreciate the opportunity to serve our expanded base of stockholders and customers.”

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fourteen offices throughout Northeastern Pennsylvania and sixteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in federal and state laws, changes in interest rates, the risks and uncertainty posed by, and the effect and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial condition, the ability to control costs and expenses, 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 Financial Measures

This release references fully taxable equivalent net interest income, which is a non-GAAP (Generally Accepted Accounting Principles) financial measure. Fully taxable equivalent net interest income was derived from GAAP interest income and net interest income using an assumed tax rate of 21%. We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

The following reconciles net interest income to net interest income on a taxable equivalent basis:


(dollars in thousands)	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Net interest income	$	16,989	$	15,330	$	48,817	$	34,862
Tax equivalent basis adjustment using 21% marginal tax rate		197		217		612		676

Net interest income on a fully taxable equivalent basis	$	17,186	$	15,547	$	49,429	$	35,538

This release also references average tangible equity, which is also a non-GAAP financial measure. Average tangible equity is calculated by deducting average goodwill and other intangible assets from average stockholders’ equity. The Company believes that disclosure of tangible equity ratios enhances investor understanding of our financial position and improves the comparability of our financial data.

The following reconciles average equity to average tangible equity:


	Three months ended September 30						Nine months ended September 30
(dollars in thousands)	2021			2020			2021			2020
Average equity	$	205,848		$	187,478		$	201,102		$	157,695
Average goodwill and other intangibles		(29,712	)		(17,800	)		(29,757	)		(13,643	)

Average tangible equity	$	176,136		$	169,678		$	171,345		$	144,052

Contact:

William S. Lance

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

570-253-8505

www.waynebank.com

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

(unaudited)


	September 30
	2021			2020
ASSETS
Cash and due from banks	$	28,353		$	23,874
Interest-bearing deposits with banks		191,580			100,566

Cash and cash equivalents		219,933			124,440
Securities available for sale		361,988			197,436
Loans receivable		1,371,002			1,414,662
Less: Allowance for loan losses		16,103			11,674

Net loans receivable		1,354,899			1,402,988
Regulatory stock, at cost		3,898			3,876
Bank premises and equipment, net		17,364			18,124
Bank owned life insurance		39,864			39,400
Foreclosed real estate owned		1,876			965
Accrued interest receivable		6,049			6,104
Goodwill		29,266			30,213
Other intangible assets		434			565
Other assets		18,120			17,996

TOTAL ASSETS	$	2,053,691		$	1,842,107

LIABILITIES
Deposits:
Non-interest bearing demand	$	442,534		$	372,237
Interest-bearing		1,279,988			1,143,685

Total deposits		1,722,522			1,515,922
Short-term borrowings		78,246			69,294
Other borrowings		33,136			46,438
Accrued interest payable		1,341			2,194
Other liabilities		15,838			17,712

TOTAL LIABILITIES		1,851,083			1,651,560
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: 2021: 8,245,951 shares, 2020: 8,210,982 shares		825			821
Surplus		96,100			95,108
Retained earnings		105,668			90,422
Treasury stock, at cost: 2021: 51,568 shares, 2020: 13,778 shares		(1,423	)		(469	)
Accumulated other comprehensive income		1,438			4,665

TOTAL STOCKHOLDERS’ EQUITY		202,608			190,547

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$2,053,691			$1,842,107

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income

(dollars in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2021			2020		2021		2020
INTEREST INCOME
Loans receivable, including fees	$	16,859		$	16,260	$	49,107	$	37,711
Securities		1,468			1,031		3,936		3,272
Other		72			18		174		43

Total Interest income		18,399			17,309		53,217		41,026
INTEREST EXPENSE
Deposits		1,167			1,676		3,627		5,096
Short-term borrowings		71			61		214		244
Other borrowings		172			242		559		824

Total Interest expense		1,410			1,979		4,400		6,164

NET INTEREST INCOME		16,989			15,330		48,817		34,862
PROVISION FOR LOAN LOSSES		750			1,850		3,750		3,850

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		16,239			13,480		45,067		31,012
OTHER INCOME
Service charges and fees		1,485			1,301		4,268		3,201
Income from fiduciary activities		209			205		550		533
Net realized gains on sales of securities		35			33		56		71
Gains on sales of loans, net		39			164		177		285
Earnings and proceeds on life insurance policies		200			217		767		638
Other		160			152		486		391

Total other income		2,128			2,072		6,304		5,119
OTHER EXPENSES
Salaries and employee benefits		5,491			4,812		15,616		11,878
Occupancy, furniture and equipment		1,163			1,109		3,568		2,983
Data processing and related operations		594			746		1,760		1,649
Taxes, other than income		229			214		763		641
Professional fees		189			292		1,072		735
FDIC Insurance assessment		177			144		512		186
Foreclosed real estate		(15	)		31		27		44
Amortization of intangibles		28			35		96		79
Merger related		—			386		0		1,983
Other		1,736			1,611		5,122		4,353

Total other expenses		9,592			9,380		28,536		24,531
INCOME BEFORE TAX		8,775			6,172		22,835		11,600
INCOME TAX EXPENSE		1,794			1,173		4,558		2,033

NET INCOME	$	6,981		$	4,999	$	18,277	$	9,567

Basic earnings per share	$	0.85		$	0.62	$	2.23	$	1.39

Diluted earnings per share	$	0.85		$	0.62	$	2.23	$	1.39

NORWOOD FINANCIAL CORP.

Financial Highlights (Unaudited)

(dollars in thousands, except per share data)


For the Three Months Ended September 30	2021			2020
Net interest income	$	16,989		$	15,330
Net income		6,981			4,999
Net interest spread (fully taxable equivalent)		3.49	%		3.55	%
Net interest margin (fully taxable equivalent)		3.61	%		3.73	%
Return on average assets		1.36	%		1.11	%
Return on average equity		13.50	%		10.64	%
Return on average tangible equity		15.72	%		11.72	%
Basic earnings per share	$	0.85		$	0.62
Diluted earnings per share	$	0.85		$	0.62

For the Nine Months Ended September 30	2021			2020
Net interest income	$	48,817		$	34,862
Net income		18,277			9,567
Net interest spread (fully taxable equivalent)		3.43	%		3.30	%
Net interest margin (fully taxable equivalent)		3.54	%		3.51	%
Return on average assets		1.23	%		0.88	%
Return on average equity		12.19	%		8.13	%
Return on average tangible equity		14.26	%		8.87	%
Basic earnings per share	$	2.23		$	1.39
Diluted earnings per share	$	2.23		$	1.39

As of September 30	2021			2020
Total assets	$	2,053,691		$	1,842,107
Total loans receivable		1,371,002			1,414,662
Allowance for loan losses		16,103			11,674
Total deposits		1,722,522			1,515,922
Stockholders’ equity		202,608			190,547
Trust assets under management		187,689			155,166
Book value per share	$	24.90		$	23.30
Tangible book value per share	$	21.27		$	19.55
Equity to total assets		9.87	%		10.34	%
Allowance to total loans receivable		1.17	%		0.83	%
Nonperforming loans to total loans		0.14	%		0.29	%
Nonperforming assets to total assets		0.18	%		0.27	%

NORWOOD FINANCIAL CORP.

Consolidated Balance Sheets (unaudited)

(dollars in thousands)


	September 30 2021		June 30 2021		March 2021		December 31 2020		September 30 2020
ASSETS
Cash and due from banks	$	28,353	$	34,831	$	20,364	$	19,445	$	23,874
Interest-bearing deposits with banks		191,580		170,342		190,135		92,248		100,566

Cash and cash equivalents		219,933		205,173		210,499		111,693		124,440
Securities available for sale		361,988		333,636		275,224		226,586		197,436
Loans receivable		1,371,002		1,386,654		1,421,568		1,410,732		1,414,662
Less: Allowance for loan losses		16,103		15,340		14,509		13,150		11,674

Net loans receivable		1,354,899		1,371,314		1,407,059		1,397,582		1,402,988
Regulatory stock, at cost		3,898		4,084		4,043		3,981		3,876
Bank owned life insurance		39,864		39,665		39,471		39,608		39,400
Bank premises and equipment, net		17,364		17,298		17,648		17,814		18,124
Foreclosed real estate owned		1,876		844		844		965		965
Goodwill and other intangibles		29,700		29,727		29,785		29,820		30,778
Other assets		24,169		23,823		25,263		23,815		24,100

TOTAL ASSETS	$	2,053,691	$	2,025,564	$	2,009,836	$	1,851,864	$	1,842,107

LIABILITIES
Deposits:
Non-interest bearing demand	$	442,534	$	435,824	$	415,395	$	359,559	$	372,237
Interest-bearing deposits		1,279,988		1,253,117		1,269,793		1,175,826		1,143,685

Total deposits		1,722,522		1,688,941		1,685,188		1,535,385		1,515,922
Borrowings		111,382		119,858		112,283		105,762		115,732
Other liabilities		17,179		16,266		17,258		15,932		19,906

TOTAL LIABILITIES		1,851,083		1,825,065		1,814,729		1,657,079		1,651,560
STOCKHOLDERS’ EQUITY		202,608		200,499		195,107		194,785		190,547

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$2,053,691		$2,025,564		$2,009,836		$1,851,864		$1,842,107

NORWOOD FINANCIAL CORP.

Consolidated Statements of Income (unaudited)

(dollars in thousands, except per share data)


Three months ended	September 30 2021			June 30 2021			March 31 2021			December 31 2020			September 30 2020
INTEREST INCOME
Loans receivable, including fees	$	16,859		$	16,102		$	16,146		$	16,336		$	16,260
Securities		1,468			1,356			1,112			1,064			1,031
Other		72			59			43			29			18

Total interest income		18,399			17,517			17,301			17,429			17,309
INTEREST EXPENSE
Deposits		1,167			1,205			1,255			1,514			1,676
Borrowings		243			259			270			301			303

Total interest expense		1,410			1,464			1,525			1,815			1,979

NET INTEREST INCOME		16,989			16,053			15,776			15,614			15,330
PROVISION FOR LOAN LOSSES		750			1,500			1,500			1,600			1,850
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		16,239			14,553			14,276			14,014			13,480

OTHER INCOME
Service charges and fees		1,485			1,532			1,247			1,913			1,301
Income from fiduciary activities		209			181			160			150			205
Net realized gains on sales of securities		35			—			21			—			33
Gains on sales of loans, net		39			109			29			241			164
Earnings and proceeds on life insurance policies		200			194			374			208			217
Other		160			171			158			149			152

Total other income		2,128			2,187			1,989			2,661			2,072
OTHER EXPENSES
Salaries and employee benefits		5,491			5,171			4,953			5,243			4,812
Occupancy, furniture and equipment, net		1,163			1,186			1,220			1,165			1,109
Foreclosed real estate		(15	)		13			30			8			31
FDIC insurance assessment		177			154			181			213			144
Merger related		—			—			—			66			386
Other		2,776			2,968			3,068			3,214			2,898

Total other expenses		9,592			9,492			9,452			9,909			9,380
INCOME BEFORE TAX		8,775			7,248			6,813			6,766			6,172
INCOME TAX EXPENSE		1,794			1,493			1,271			1,253			1,173

NET INCOME	$	6,981		$	5,755		$	5,542		$	5,513		$	4,999

Basic earnings per share	$	0.85		$	0.70		$	0.68		$	0.67		$	0.62

Diluted earnings per share	$	0.85		$	0.70		$	0.67		$	0.67		$	0.62

Book Value per share	$	24.90		$	24.47		$	23.82		$	23.72		$	23.30
Tangible Book Value per share		21.27			20.85			20.20			20.10			19.55
Return on average assets (annualized)		1.36	%		1.15	%		1.18	%		1.18	%		1.11	%
Return on average equity (annualized)		13.50	%		11.59	%		11.39	%		11.32	%		10.64	%
Return on average tangible equity (annualized)		15.78	%		13.63	%		13.42	%		13.46	%		11.75	%
Net interest spread (fte)		3.49	%		3.32	%		3.46	%		3.50	%		3.55	%
Net interest margin (fte)		3.61	%		3.44	%		3.59	%		3.65	%		3.73	%
Allowance for loan losses to total loans		1.17	%		1.11	%		1.02	%		0.93	%		0.83	%
Net charge-offs to average loans (annualized)		0.00	%		0.19	%		0.04	%		0.04	%		0.14	%
Nonperforming loans to total loans		0.20	%		0.28	%		0.22	%		0.24	%		0.29	%
Nonperforming assets to total assets		0.22	%		0.24	%		0.20	%		0.24	%		0.27	%