NORWOOD [LOGO] - -------------------------------------------------------------------------------- FINANCIAL CORP. 717 Main Street o Honesdale, Pennsylvania 18431 o 570-253-1455 FOR IMMEDIATE RELEASE NORWOOD FINANCIAL CORP ---------------------- EARNINGS INCREASE 18% --------------------- July 19, 2005-Honesdale, PA William W. Davis, Jr., President and Chief Executive Officer of Norwood Financial Corp (Nasdaq - NWFL) and its subsidiary, Wayne Bank announced earnings for the three months ended June 30, 2005 of $1,330,000. This represents an increase of $203,000, or 18.0% over the $1,127,000 earned in the similar period of 2004. Earnings per share (fully diluted) were $.49 in the 2005 period, a 16.7% increase over $.42 earned in the similar period in 2004. Annualized return on average assets for the three months ended June 30, 2005 was 1.29% with an annualized return on equity of 11.48%. Net income for six months ended June 30, 2005 was $2,573,000, which represents a 10.6% increase over the $2,327,000 earned for the similar period in 2004. Earnings per share (fully diluted) reflected a 9.3% increase, at $.94 per share in the 2005 period compared to $.86 in 2004. Total assets as of June 30, 2005 were $422.6 million, an increase of $22.7 million from the prior year. Deposits totaled $338.9 million, reflecting a $20.9 million increase from the prior year. Loans receivable increased $29.3 million, or 11.9% to $275.6 million as of June 30, 2005. The increase was principally due to growth in commercial real estate and home equity lending. All measures of loan quality improved from the prior year, with non-performing loans at .04% of total loans as of June 30, 2005, declining from .12% as of June 30, 2004. Net charge-offs for the six months ended June 30, 2005 totaled $38,000, declining significantly from $195,000 for the similar period in 2004. As a result, the Company reduced the provision for loan losses to $190,000 for the 1 six months ended June 30, 2005 compared to $290,000 for the 2004 period. Notwithstanding the lower provision, the allowance for loan losses increased by $238,000 to $3.6 million at June 30, 2005 and equaled 1.31% of total loans at that date. Net interest income for the three months ended June 30, 2005 totaled $3,796,000, an increase of 12.3% over the similar period in 2004. The net interest margin, (fully taxable equivalent) was 4.03% in the current period increasing from 3.84% for the 2004 period. The increase in net interest margin was due to a higher percentage of loans on the balance sheet and the increase in the prime rate which has occurred over the past twelve months. For the six months ended June 30, 2005, net interest income totaled $7,366,000 with a net interest margin (fte) of 3.95%, improving from $6,813,000 and a net interest margin (fte) of 3.90% for the similar period in 2004. Other income for the three months ended June 30, 2005 totaled $865,000, an increase of 13.5% over the $762,000 in the similar period in 2004. A lower level of gains on sales of securities, $3,000, declining from $84,000 in 2004 was more than offset by growth in service charges on deposits and income from the Wealth Management Division. For the six months ended June 30, 2005, Other Income was $1,785,000 compared to $1,701,000 in the prior year. Gains on sales of securities, were much lower at $80,000 compared to $262,000 for the period in 2004 but were offset by higher income from service charges and fees and fiduciary activities. Other expenses for the three months ended June 30, 2005 totaled $2,677,000 an increase of $233,000 or 9.5% over the similar period in 2004. The increase was principally due to benefit costs, and costs associated with the Company's Sarbanes-Oxley compliance. For the six months ended June 30, 2005, other expenses totaled $5,328,000 an increase of 5.7% over the similar period in 2004. 2 Mr. Davis commented, "We are encouraged by our results in 2005. Our market areas in Wayne, Pike and Monroe Counties continue to grow, loan demand remains strong and credit quality is good. The Company recently announced a stock buy back and we have repurchased 10,000 shares. We have also recently received regulatory approval for a new office in Tannersville, Monroe County." Norwood Financial Corp, through its subsidiary Wayne Bank, operates eleven offices in Wayne, Pike and Monroe Counties. The Company's stock is traded on the Nasdaq Market, under the symbol, "NWFL". The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially and therefore readers should not place undue reliance on any forward looking statements. Those risks and uncertainties include changes in interest rates, risks associated with the effect of opening a new branch, the ability to control costs and expenses, and general economic conditions. Norwood Financial Corp does undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Contact: Lewis J. Critelli Executive Vice President & Chief Financial Officer NORWOOD FINANCIAL CORP 570-253-1455 www.waynebank.com 3 NORWOOD FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS (dollars in thousands) (unaudited) June 30 ----------------------------- 2005 2004 ------------- -------------- ASSETS Cash and due from banks $ 11,895 $ 9,651 Interest bearing deposits with banks 119 83 Federal funds sold 5,290 7,875 ------------- -------------- Cash and cash equivalents 17,304 17,609 Securities available for sale 111,497 116,484 Securities held to maturity, fair value 2005: $3,415 2004: $6,014 3,337 5,718 Loans receivable (net of unearned Income) 275,558 246,220 Less: Allowance for loan losses 3,600 3,362 ------------- -------------- Net loans receivable 271,958 242,858 Investment in FHLB Stock 1,973 1,976 Bank premises and equipment,net 5,434 5,559 Accrued interest receivable 1,715 1,638 Other assets 9,337 8,081 ------------- -------------- TOTAL ASSETS $ 422,555 $ 399,923 ============= ============== LIABILITIES Deposits: Non-interest bearing demand $ 53,628 $ 50,592 Interest-bearing 285,305 267,407 ------------- -------------- Total deposits 338,933 317,999 Short-term borrowings 10,928 15,040 Long-term debt 23,000 23,000 Accrued interest payable 1,149 1,058 Other liabilities 1,714 48 ------------- -------------- TOTAL LIABILITIES 375,724 357,145 STOCKHOLDERS' EQUITY Common Stock, $.10 par value, authorized 10,000,000 shares issued: 2,705,715 shares 270 270 Surplus 5,525 5,081 Retained earnings 41,837 38,467 Treasury stock, at cost: 2005: 15,979 shares, 2004: 14,097 shares (449) (228) Unearned ESOP Shares (249) (450) Accumulated other comprehensive income (103) (362) ------------- -------------- TOTAL STOCKHOLDERS' EQUITY 46,831 42,778 ------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 422,555 $ 399,923 ============= ============== NORWOOD FINANCIAL CORP. Consolidated Statements of Income (dollars in thousands, except per share data) (unaudited) Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 2005 2004 2005 2004 --------- ---------- --------- --------- INTEREST INCOME Loans receivable, including fees $ 4,288 $ 3,564 $ 8,208 $ 7,116 Securities 1,020 1,021 2,061 2,151 Other 5 10 17 17 --------- ---------- --------- --------- Total Interest income 5,313 4,595 10,286 9,284 INTEREST EXPENSE Deposits 1,102 862 2,089 1,770 Short-term borrowings 112 34 211 59 Long-term debt 303 319 620 642 --------- ---------- --------- --------- Total Interest expense 1,517 1,215 2,920 2,471 --------- ---------- --------- --------- NET INTEREST INCOME 3,796 3,380 7,366 6,813 PROVISION FOR LOAN LOSSES 90 165 190 290 --------- ---------- --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,706 3,215 7,176 6,523 OTHER INCOME Service charges and fees 603 473 1,182 914 Income from fiduciary activities 92 69 176 155 Net realized gains on sales of securities 3 84 80 262 Gains on sale of loans 15 5 55 62 Other 152 131 292 308 --------- ---------- --------- --------- Total other income 865 762 1,785 1,701 OTHER EXPENSES Salaries and employee benefits 1,334 1,262 2,721 2,564 Occupancy, furniture and equipment 365 338 749 690 Data processing related 153 156 313 302 Losses on lease residuals -- -- -- 90 Taxes, other than income 109 92 207 183 Professional Fees 139 71 248 156 Other 577 525 1,090 1,054 --------- ---------- --------- --------- Total other expenses 2,677 2,444 5,328 5,039 INCOME BEFORE TAX 1,894 1,533 3,633 3,185 INCOME TAX EXPENSE 564 406 1,060 858 --------- ---------- --------- --------- NET INCOME $ 1,330 $ 1,127 $ 2,573 $ 2,327 ========= ========== ========= ========= Basic earnings per share $ 0.50 $ 0.43 $ 0.96 $ 0.88 ========= ========== ========= ========= Diluted earnings per share $ 0.49 $ 0.42 $ 0.94 $ 0.86 ========= ========== ========= ========= NORWOOD FINANCIAL CORP. Financial Highlights (Unaudited) (dollars in thousands, except per share data) Three Months Ended June 30 2005 2004 - -------------------------- --------- ---------- Net interest income $ 3,796 $ 3,380 Net income 1,330 1,127 Net interest spread (fully taxable equivalent) 3.64% 3.52% Net interest margin (fully taxable equivalent) 4.03% 3.84% Return on average assets 1.29% 1.16% Return on average equity 11.48% 10.44% Basic earnings per share $ 0.50 $ 0.43 Diluted earnings per share 0.49 0.42 Six Months Ended June 30 - ------------------------ Net interest income $ 7,366 $ 6,813 Net income 2,573 2,327 Net interest spread (fully taxable equivalent) 3.58% 3.59% Net interest margin (fully taxable equivalent) 3.95% 3.90% Return on average assets 1.27% 1.21% Return on average equity 11.22% 10.76% Basic earnings per share $ 0.96 $ 0.88 Diluted earnings per share 0.94 0.86 As of June 30 - ------------- Total Assets $ 422,555 $ 399,923 Total Loans receivable 275,558 246,220 Allowance for loan losses 3,600 3,362 Total deposits 338,933 317,999 Stockholders' equity 46,831 42,778 Trust Assets under management 83,487 77,137 Book value per share $ 17.41 $ 15.89 Equity to total assets 11.08% 10.70% Allowance to total loans receivable 1.31% 1.37% Nonperforming loans to total loans 0.04% 0.12% NORWOOD FINANCIAL CORP Consolidated Balance Sheets (unaudited) (dollars in thousands) 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun 2005 2005 2004 2004 2004 --------- --------- --------- --------- --------- ASSETS Cash and due from banks $ 11,895 $ 7,186 $ 7,488 $ 10,290 $ 9,651 Interest bearing deposits with banks 119 29 118 101 83 Federal funds sold 5,290 -- 13,060 610 7,875 --------- --------- --------- --------- --------- Cash and cash equivalents 17,304 7,215 20,666 11,001 17,609 Securities available for sale 111,497 119,490 116,933 111,100 116,484 Securities held to maturity 3,337 5,103 5,724 5,720 5,718 Loans receivable (net of unearned Income) 275,558 266,032 254,757 256,919 246,220 Less: Allowance for loan losses 3,600 3,523 3,448 3,418 3,362 --------- --------- --------- --------- --------- Net loans receivable 271,958 262,509 251,309 253,501 242,858 Investment in FHLB stock 1,973 2,477 2,225 2,183 1,976 Bank premises and equipment, net 5,434 5,475 5,489 5,602 5,559 Foreclosed real estate -- -- -- -- -- Other assets 11,052 10,919 9,280 9,464 9,719 --------- --------- --------- --------- --------- TOTAL ASSETS $ 422,555 $ 413,188 $ 411,626 $ 398,571 $ 399,923 ========= ========= ========= ========= ========= LIABILITIES Deposits: Non-interest bearing demand $ 53,628 $ 46,774 $ 44,450 $ 51,752 $ 50,592 Interest- bearing deposits 285,305 270,174 274,195 266,193 267,407 --------- --------- --------- --------- --------- Total deposits 338,933 316,948 318,645 317,945 317,999 Other borrowings 33,928 47,956 45,982 34,194 38,040 Other liabilities 2,863 2,689 1,314 1,644 1,106 --------- --------- --------- --------- --------- TOTAL LIABILITIES 375,724 367,593 365,941 353,783 357,145 STOCKHOLDERS' EQUITY 46,831 45,595 45,685 44,788 42,778 --------- --------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 422,555 $ 413,188 $ 411,626 $ 398,571 $ 399,923 ========= ========= ========= ========= ========= NORWOOD FINANCIAL CORP Consolidated Statements of Income (unaudited) (dollars in thousands, except per share data) 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun Three months ended 2005 2005 2004 2004 2004 --------- -------- ------- -------- -------- INTEREST INCOME Loans receivable, including fees $ 4,288 $ 3,920 $ 3,908 $ 3,770 $ 3,564 Securities 1,020 1,041 987 1,004 1,021 Other 5 12 45 8 10 --------- -------- ------- -------- -------- Total Interest income 5,313 4,973 4,940 4,782 4,595 INTEREST EXPENSE Deposits 1,102 987 927 858 862 Borrowings 415 416 372 366 353 --------- -------- ------- -------- -------- Total Interest expense 1,517 1,403 1,299 1,224 1,215 NET INTEREST INCOME 3,796 3,570 3,641 3,558 3,380 PROVISION FOR LOAN LOSSES 90 100 65 100 165 --------- -------- ------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,706 3,470 3,576 3,458 3,215 OTHER INCOME Service charges and fees 603 579 633 575 473 Income from fiduciary activities 92 84 63 83 69 Net realized gains on sales of securities 3 77 145 51 84 Gains on sale of loans 15 40 4 1 5 Other 152 140 129 161 131 --------- -------- ------- -------- -------- Total other income 865 920 974 871 762 OTHER EXPENSES Salaries and employee benefits 1,334 1,387 1,293 1,276 1,262 Occupancy, furniture and equipment , net 365 384 330 335 338 Other 978 880 919 898 844 --------- -------- ------- -------- -------- Total other expenses 2,677 2,651 2,542 2,509 2,444 INCOME BEFORE TAX 1,894 1,739 2,008 1,820 1,533 INCOME TAX EXPENSE 564 496 645 500 406 --------- -------- ------- -------- -------- NET INCOME $ 1,330 $ 1,243 $ 1,363 $ 1,320 $ 1,127 ========= ======== ======= ======== ======== Basic earnings per share $ 0.50 $ 0.47 $ 0.51 $ 0.50 $ 0.43 ========= ======== ======= ======== ======== Diluted earnings per share $ 0.49 $ 0.46 $ 0.50 $ 0.49 $ 0.42 ========= ======== ======= ======== ======== Book Value per share $ 17.41 $ 16.90 $ 16.95 $ 16.63 $ 15.89 Return on average equity 11.48% 10.96% 11.98% 12.01% 10.44% Return on average assets 1.29% 1.24% 1.33% 1.32% 1.16% Net interest spread 3.64% 3.52% 3.60% 3.60% 3.52% Net interest margin 4.03% 3.86% 3.93% 3.93% 3.84% Allowance for loan losses to total loans 1.31% 1.32% 1.35% 1.33% 1.37% Net charge-offs to average loans (annualized) 0.02% 0.04% 0.05% 0.07% 0.17% Nonperforming loans to total loans 0.04% 0.03% 0.03% 0.03% 0.12% Nonperforming assets to total assets 0.02% 0.02% 0.02% 0.02% 0.07%