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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 21, 2022

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

    

0-16084

    

23-2451943

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Ident. No.)

90-92 Main Street, Wellsboro, Pennsylvania

16901

(Address of principal executive offices)

(Zip Code)

(570) 724-3411

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which 
registered

Common Stock, par value $1.00 per share

 

CZNC

 

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2022. On July 21, 2022, the Company issued a press release titled “C&N Declares Dividend and Announces Second Quarter 2022 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental, unaudited financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Also, the Company’s “banCNotes,” a report that includes reference to unaudited financial information in Exhibit 99.2 is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated July 21, 2022, titled “C&N Declares Dividend and Announces Second Quarter 2022 Unaudited Financial Results.”

Exhibit 99.2: Supplemental, unaudited financial information.

Exhibit 99.3: banCNotes Quarterly Newsletter July 2022

Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CITIZENS & NORTHERN CORPORATION

 

 

 

Dated:  July 21, 2022

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20220721xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

July 21, 2022

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2022 UNAUDITED FINANCIAL RESULTS

FOR IMMEDIATE RELEASE:

Earnings +8.6% Over the Prior Quarter

Average Loan Balances Excluding PPP Up +13.2% and Average Deposit Balances Up +6.5%

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2022.

Dividend Declared and Unaudited Financial Information

On July 21, 2022, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on August 12, 2022 to shareholders of record as of August 1, 2022.

Highlights related to C&N’s second quarter and June 30, 2022 year-to-date unaudited U.S. GAAP earnings results as compared to the first quarter 2022 and second quarter of 2021 are presented below.

Second Quarter 2022 as Compared to First Quarter 2022

Net income was $7,489,000 or $0.48 per diluted share, for the second quarter 2022 as compared to $6,895,000, or $0.44 per diluted share, in the first quarter 2022.

Net interest income totaled $19,625,000 in the second quarter 2022, down $707,000 from the first quarter 2022. Total interest and fees on loans from repayments received on purchased credit impaired (PCI) loans in excess of previous carrying amounts totaled $14,000 in the second quarter 2022, down from $1,398,000 in the first quarter 2022. Total interest and fees from loans originated under the U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP) were $206,000 in the second quarter 2022, a decrease of $369,000 from the first quarter 2022 total of $575,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $497,000 in the second quarter 2022 as compared to a net positive impact of $450,000 in the first quarter 2022. The net interest rate spread decreased 0.26%, as the average yield on earning assets decreased 0.21% to 3.92%, while the average rate on interest-bearing liabilities increased 0.05% to 0.45%. The net interest margin was 3.62% in the second quarter 2022, down from 3.86% in the first quarter 2022. The reduction in net interest margin included the impact of income from excess repayments on PCI loans dropping to a negligible amount in the second quarter from 0.26% of average earning assets in the first quarter. Further, interest and fees on PPP loans amounted to 0.04% of average earning assets in the second quarter, down from 0.11% in the first quarter, while accretion and amortization of purchase accounting adjustments increased to 0.09% in the second quarter from 0.08% in the first quarter. The average balance of loans increased $41.0 million, or an annualized increase of 10.6% in the second quarter 2022 as compared to the first quarter. Average loans, excluding PPP loans, were up $50.6 million, or an annualized increase of 13.2%, in the second quarter 2022 as compared to the first quarter. Average total deposits increased $31.3 million (6.5% annualized) in the second quarter 2022 over the first quarter.

The provision for loan losses was $308,000 in the second quarter 2022, a decrease in expense of $583,000 from the first quarter 2022 provision of $891,000. The second quarter 2022 provision included a net recovery of $271,000 related to specific loans (net decrease in specific allowances on loans of $303,000 offset by net charge-offs of $32,000), an increase of $246,000 in the collectively determined portion of the allowance and an increase of $333,000 in the unallocated portion of the allowance.

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Noninterest income of $6,830,000 in the second quarter 2022 increased $1,009,000 from the first quarter 2022 amount. Significant variances included the following:

Ø Other noninterest income of $1,456,000 increased $868,000 from the first quarter 2022 total, including an increase in income from tax credits of $795,000. The increase in income from tax credits included credits on the PA Educational Improvement Tax Credit Program donations noted below.
Ø Loan Servicing fees, net of $358,000 increased $148,000 from the first quarter 2022. The fair value of servicing rights increased $150,000 in the second quarter 2022 as compared to an increase of $2,000 in the first quarter 2022 mainly due to changes in assumptions related to prepayments of mortgage loans.

Ø Interchange revenue from debit card transactions of $1,056,000 increased $93,000 from the first quarter 2022, reflecting an increase in transaction volumes.

Ø Service charges on deposit accounts of $1,322,000 increased $87,000 from the first quarter 2022, as consumer and business activity increased.

Ø Net gains from sales of loans of $220,000 decreased $162,000 from the first quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.

Noninterest expense of $17,039,000 in the second quarter 2022 increased $153,000 from the first quarter 2022 amount. Significant variances included the following:  

Ø Other noninterest expense of $2,431,000 increased $547,000 from the first quarter 2022 total. Within this category, significant variances included the following:

Donations expense totaled $848,000 in the second quarter 2022, up $820,000 from the first quarter 2022 total, reflecting an increase in donations of $800,000 relating to the PA Educational Improvement Tax Credit Program.
The allowance for SBA claim adjustments was reduced $48,000, resulting in a reduction in expense of $48,000 in the second quarter 2022 as compared to a reduction in expense of $242,000 in the first quarter 2022.
There was a net reduction in other operational losses of $272,000 in the second quarter 2022, as compared to expense of $18,000 in the first quarter 2022. Trust Department tax compliance penalties that had been assessed in previous years and accrued in 2020 were abated in the second quarter 2022, resulting in a reduction in expense of $301,000.

Ø Salaries and employee benefits expense of $10,265,000 decreased $342,000 from the first quarter 2022 total, reflecting the customary seasonal increase in payroll taxes and related benefit costs in the first quarter.

Ø Net occupancy and equipment expense of $1,308,000 decreased $103,000 from the first quarter 2022 total, including seasonal decreases in snow removal and fuel costs of $65,000 and a $42,000 decrease in minor equipment purchases.

The income tax provision was $1,618,000, or 17.8% of pre-tax income for the second quarter 2022, up from $1,483,000, or 17.7% of pre-tax income for the first quarter 2022. The increase in income tax provision reflected the increase in pre-tax income of $729,000 for the quarter.

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Second Quarter 2022 as Compared to Second Quarter 2021

Second quarter 2022 net income was $7,489,000, or $0.48 per diluted share, as compared to $7,060,000, or $0.44 per diluted share, in the second quarter 2021. Significant variances were as follows:

Second quarter 2022 net interest income of $19,625,000 was $944,000 higher than the second quarter 2021 total. The net interest rate spread increased 0.10%, as the average yield on earning assets increased 0.07% to 3.92%, while the average rate on interest-bearing liabilities decreased 0.03% to 0.45%. The net interest margin was 3.62% in the second quarter 2022, up from 3.52% in the second quarter 2021. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $984,000 in the second quarter 2022 as compared to the second quarter 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $205.2 million. Total interest and fees from loans originated under the U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP) were $206,000 in the second quarter 2022, a decrease of $1,043,000 from the second quarter 2021 total of $1,249,000. Total interest and fees from loans excluding PPP was $18,309,000 in the second quarter 2022, an increase of $965,000 from the second quarter 2021 total of $17,344,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $497,000 in the second quarter 2022 as compared to a net positive impact of $713,000 in the second quarter 2021. Average outstanding loans decreased $18.2 million, as average PPP loans decreased $116.2 million. Average loans, excluding PPP loans, were up $98.0 million in the second quarter 2022 over the second quarter 2021, an increase of 6.6%. Average total deposits increased $44.0 million (2.3%).

The provision for loan losses was $308,000 in the second quarter 2022 as compared to $744,000 in the second quarter 2021. Details concerning the second quarter 2022 provision for loan losses were described previously. The second quarter 2021 provision included a net charge of $383,000 related to specific loans (net increase in specific allowances on loans of $353,000 and net charge-offs of $30,000), an increase of $367,000 in the collectively determined portion of the allowance and a $6,000 decrease in the unallocated portion.

Noninterest income of $6,830,000 in the second quarter 2022 increased $530,000 from the second quarter 2021 amount. Significant variances included the following:

Ø Other noninterest income of $1,456,000 increased $756,000 from the second quarter 2021 total including an increase in income from tax credits of $795,000. The increase in income from tax credits resulted from a timing difference related to PA Educational Improvement Tax Credit Program donations. In the second quarter 2022, C&N made PA Educational Improvement Tax Credit Program donations totaling $800,000, comparable to the amount of such donations made in the first quarter 2021 and for which the associated income from tax credits was recognized in the first quarter 2021.

Ø Service charges on deposit accounts of $1,322,000 increased $249,000 from the second quarter 2021 total, as the volume of consumer and business overdraft and other activity increased.

Ø Loan Servicing fees, net of $358,000 increased $212,000 from the second quarter 2021.The fair value of servicing rights increased $150,000 in the second quarter 2022 as compared to a decrease of $39,000 in the second quarter 2021 mainly due to changes in assumptions related to prepayments of mortgage loans.

Ø Net gains from sales of loans of $220,000 decreased $705,000 from the second quarter 2021, reflecting a reduction in volume of residential mortgage loans sold.

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Noninterest expense of $17,039,000 in the second quarter 2022 increased $1,640,000 from the second quarter 2021 amount. Significant variances included the following:  

Ø Salaries and employee benefits of $10,265,000 increased $766,000 from the second quarter 2021 total, including an increase in base salaries expense of $774,000. In addition to the impact of merit-based salary increases, the number of employees increased, reflecting expansion of the Southcentral PA market with the opening of an office in Lancaster as well as additions to staffing for information technology (IT), human resources and other functions. In total, the number of full-time equivalent employees (FTEs) increased by 17 (4.4%) to 405 in the second quarter 2022 as compared to the second quarter 2021. Also within this category, there was an increase in health care expense of $269,000 due to higher claims on C&N’s partially self-insured plan. Decreases include a reduction in estimated total cash and stock-based incentive compensation expense of $234,000 and severance expense of $233,000 in 2021 with no comparable amount in 2022.

Ø Other noninterest expense of $2,431,000 increased $680,000 from the second quarter 2021 total. Within this category, significant variances included the following:

Donations expense totaled $848,000 in the second quarter 2022, up $838,000 from the second quarter 2021 total, including donations relating to the PA Educational Improvement Tax Credit Program as described above.
Reductions in the allowance for SBA claim adjustments attributable to more favorable claim results than previously estimated resulted in a reduction in expense of $48,000 in the second quarter 2022 as compared to a reduction in expense of $163,000 in the second quarter 2021.
There was a net reduction in other operational losses of $272,000 in the second quarter 2022, as compared to expense of $26,000 in the second quarter 2021. As noted above, in the second quarter 2022, there was a reduction in expense of $301,000 from abatement of Trust Department tax compliance penalties that were previously accrued or paid.

Ø Data processing and telecommunications of $1,720,000 increased $233,000 from the second quarter 2021 total, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

The income tax provision of $1,618,000, or 17.8% of pre-tax income for the second quarter 2022 decreased $162,000 from $1,780,000, or 20.1% of pre-tax income for the second quarter 2021. City and state tax provisions totaled $107,000 in the second quarter 2022, down $207,000 from the second quarter 2021 amount as the second quarter 2021 total included catch-up adjustments from the previous year and estimates totaling approximately $100,000 that were reduced in the third quarter. Further, the lower effective tax rate for the second quarter 2022 includes the benefit of the $301,000 reversal of Trust Department tax compliance penalties being non-taxable.

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Six Months Ended June 30, 2022 as Compared to Six Months Ended June 30, 2021

Net income for the six-month period ended June 30, 2022 was $14,384,000, or $0.92 per diluted share, while net income for the first six months of 2021 was $15,847,000 or $0.99 per diluted share. Significant variances were as follows:

For the six-month period ended June 30, 2022, net interest income of $39,957,000 was $1,193,000 higher than in the same period in 2021. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $1,944,000 in 2022 as compared to 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $202.3 million. Total interest and fees on loans decreased $1,000,000 in 2022 as compared to 2021. Interest and fees on loans included $1,412,000 in 2022 and $18,000 in 2021 from repayments received on purchased credit impaired loans in excess of previous carrying amounts. Total interest and fees from loans originated under the U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP) were $781,000 in 2022, a decrease of $2,466,000 from the 2021 total of $3,247,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $947,000 in 2022 as compared to a net positive impact of $1,665,000 in 2021. Average outstanding loans decreased $52.3 million, including a reduction in average PPP loans of $118.0 million. Average loans, excluding PPP loans, were up $65.7 million (4.4%) in the first six months of 2022 as compared to the first six months of 2021. Average total deposits increased $72.1 million (3.8%) in comparing the first six months of 2022 over the total for the first six months of 2021.

For the first six months of 2022, the provision for loan losses was $1,199,000, an increase in expense of $196,000 as compared to $1,003,000 recorded in the first six months of 2021. The provision for the first six months of 2022 includes a net recovery of $124,000 related to specific loans (net decrease in specific allowances on loans of $313,000 offset by net charge-offs of $189,000), an increase of $994,000 in the collectively determined portion of the allowance and a $329,000 increase in the unallocated portion. In comparison, the provision for loan losses in the first six months of 2021 includes a net charge of $565,000 related to specific loans (increase in specific allowances on loans of $552,000 and net charge-offs of $13,000), an increase of $352,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion.

Noninterest income of $12,651,000 for the first six months of 2022 decreased $431,000 from the total for the first six months of 2021. Significant variances included the following:

Ø Net gains from sales of loans of $602,000 decreased $1,387,000 reflecting a reduction in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $2,557,000 increased $469,000 as the volume of consumer and business overdraft and other activity increased.

Ø Brokerage and insurance revenue of $1,088,000 increased $256,000, due to commissions on higher transaction volumes.

Ø Loan Servicing fees, net of $568,000 increased $174,000, reflecting growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights increased $152,000 in 2022 as compared to an increase of $36,000 in 2021 mainly due to changes in assumptions related to prepayments of mortgage loans.

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Noninterest expense of $33,925,000 for the first six months of 2022 increased $2,817,000 from the total for the first six months of 2021. Significant variances included the following:  

Ø Salaries and employee benefits of $20,872,000 increased $2,478,000, including an increase in base salaries expense of $1.8 million reflecting merit-based salary increases and an increase in number of personnel related to expansion as mentioned above. Additional increases include an increase in health care expense of $445,000 due to higher claims on C&N’s partially self-insured plan and, $267,000 due to a lower portion of payroll costs capitalized (added to the carrying value of loans) due to the high volume of PPP loans originated in 2021. Decreases include a reduction in estimated cash and stock-based incentive compensation expense of $113,000 and severance expense of $233,000 in 2021 with no comparable amount in 2022.

Ø Data processing and telecommunications of $3,343,000 increased $476,000, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø Net occupancy and equipment expense of $2,719,000 increased $196,000, including computer supplies and repairs and maintenance related to IT and Digital departments and increases related to a new branch location in Lancaster, PA.

Ø Other noninterest expense of $4,315,000 decreased $191,000. Within this category, significant variances included the following:

There was a reduction in expense for other operational losses of $254,000 in 2022, down $403,000 from expense of $149,000 in 2021, including a reduction in expense in 2022 of $301,000 from reversal of previously accrued Trust Department tax compliance penalties.
The allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $290,000 in 2022 as compared to a reduction in expense of $163,000 in 2021.
Travel and entertainment expenses totaled $185,000 in the first six months of 2022, an increase of $125,000 over 2021.

Ø Professional fees of $969,000 decreased $176,000, mainly due to decreases in recruiting services and PPP loan processing-related professional fees.

The income tax provision of $3,101,000, or 17.7% of pre-tax income for the first six months ended June 30, 2022 decreased $789,000 from $3,890,000, or 19.7% of pre-tax income for the first six months ended June 30, 2021. The lower provision in 2022 includes the impact of a reduction in pre-tax income. The lower effective tax rate in 2022 includes the impact of a $201,000 reduction in city and state tax expense as well as the benefit of the $301,000 reduction in expense from the reversal of tax penalties being non-taxable.

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Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,410,718,000 at June 30, 2022, up from $2,330,371,000 at March 31, 2022 and $2,339,063,000 at June 30, 2021.

Cash & due from banks totaled $69,187,000 at June 30, 2022, down from $114,346,000 at March 31, 2022 and $208,860,000 at June 30, 2021. The decrease in cash reflects the deployment of otherwise excess cash to available-for-sale securities and loans to enhance net interest income.

The amortized cost of available-for-sale debt securities increased to $572,794,000 at June 30, 2022 from $558,853,000 at March 31, 2022 and $380,276,000 at June 30, 2021. The increase in the securities portfolio resulted from management’s decision to invest excess funds available from growth in deposits and net repayments of loans throughout much of 2021 and the first quarter 2022. The fair value of available-for-sale debt securities at June 30, 2022 was lower than the amortized cost basis by $45,957,000, or 8.0%. In comparison, the aggregate unrealized loss position was $25,940,000 (4.6%) at March 31, 2022 and there was an unrealized gain of $11,605,000 (3.1%) at June 30, 2021. The unrealized decrease in fair value of the portfolio in 2022 has resulted from an increase in interest rates. Management reviewed the available-for-sale debt securities as of June 30, 2022 and concluded there were no credit-related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary.

Net loans outstanding (excluding mortgage loans held for sale) were $1,643,057,000 at June 30, 2022, up 7.8% or 31.3% annualized from $1,523,919,000 at March 31, 2022 and up 3.6% from $1,585,481,000 at June 30, 2021. Loans outstanding, excluding PPP loans, totaled $1,651,352,000 at June 30, 2022, an increase of $125,539,000 (8.2%) from total loans excluding PPP loans at March 31, 2022 and $12.4 million or 0.77% of total loans at June 30, 2021. In comparing outstanding balances at June 30, 2022 and 2021, total commercial loans were up $81.2 million (8.2%), including a reduction in PPP loans of $104.1 million and an increase in other commercial loans of $185.2 million, total residential mortgage loans were lower by $23.4 million (3.9%) and total consumer loans were up $2.0 million (11.8%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $336.7 million at June 30, 2022, up $22.5 million (7.2%) from June 30, 2021.

Total nonperforming assets as a percentage of total assets was 0.62% at June 30, 2022, down from 0.81% at March 31, 2022 and 1.12% at June 30, 2021. Total nonperforming assets were $14.8 million at June 30, 2022, down from $18.9 million at March 31, 2022 and $26.2 million at June 30, 2021. Similarly, total impaired loans dropped to $8.6 million at June 30, 2022 from $12.0 million at March 31, 2022 and $19.1 million at June 30, 2021.

The allowance for loan losses was $14.5 million at June 30, 2022, or 0.88% of total loans as compared to $14.3 million or 0.93% of total loans at March 31, 2022 and $12.4 million or 0.77% of total loans at June 30, 2021. In 2020 and 2019, C&N recorded performing loans purchased from other financial institutions at fair value. The calculations of fair value included discounts for credit losses, reflecting an estimate of the present value of credit losses based on market expectations. The total allowance for loan losses and the credit adjustment on purchased performing loans at June 30, 2022 was $17.0 million, or 1.02% of total loans receivable and the credit adjustment. The comparative ratios were 1.11% at March 31, 2022, and 1.05% at June 30, 2021.

Deposits totaled $1,964,270,000 at June 30, 2022, up from $1,960,952,000 at March 31, 2022 and up 2.5% from $1,916,809,000 at June 30, 2021.

Borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $166,119,000 at June 30, 2022, up from $70,686,000 at March 31, 2022 and $94,087,000 at June 30, 2021. The increase in borrowings provided funding to help support the significant loan growth in the second quarter 2022.

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Total stockholders’ equity was $258,619,000 at June 30, 2022, down from $276,208,000 at March 31, 2022 and $304,133,000 at June 30, 2021. Within stockholders’ equity, the portion of accumulated other comprehensive (loss) related to available-for-sale debt securities was ($36,307,000) at June 30, 2022 and ($20,492,000) at March 31, 2022, as compared to accumulated other comprehensive income of $9,167,000 at June 30, 2021. The decrease in stockholders’ equity at June 30, 2022 related to accumulated other comprehensive (loss) income from available-for-sale debt securities has been caused by recent, significant increases in interest rates. Accumulated other comprehensive income (loss) is excluded from C&N’s regulatory capital ratios.

In February 2021, C&N amended its existing treasury stock repurchase program. Under the amended program, C&N is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. In the second quarter 2022, 235,505 shares were repurchased for a total cost of $5,701,000, at an average price of $24.21 per share. Cumulatively through June 30, 2022, 664,431 shares have been repurchased for a total cost of $16,340,000, at an average price of $24.59 per share.

Citizens & Northern Bank is subject to various regulatory capital requirements. At June 30, 2022, Citizens & Northern Bank maintains regulatory capital ratios that exceed all capital adequacy requirements. Management expects the Bank to remain well-capitalized for the foreseeable future.

Trust assets under management by C&N’s Wealth Management Group amounted to $1,055,290,000 at June 30, 2022, down 11.4% from $1,191,595,000 at March 31, 2022 and 11.5% from $1,192,928,000 at June 30, 2021. Fluctuations in values of assets under management reflect the impact of recent high market volatility.

Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. The Corporation presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. The Corporation believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP were $312,000, $302,000, $268,000 for the second quarter 2022, first quarter 2022 and second quarter 2021, respectively. The excess of net interest income over the amounts reported under U.S. GAAP were $614,000 for the six months ended June 30, 2022 and $541,000 for the six months ended June 30, 2021.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 31 banking offices located in Bradford, Bucks, Cameron, Chester, Lycoming, McKean, Potter, Sullivan, Tioga, York and Lancaster Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; the effect of the novel coronavirus (COVID-19) and related events; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; and failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

8


EX-99.2 3 cznc-20220721xex99d2.htm EX-99.2

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

Graphic

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

2ND

    

2ND

    

    

    

    

 

QUARTER

QUARTER

 

2022

2021

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

21,309

$

20,428

$

881

 

4.31

%

Interest Expense

 

1,684

 

1,747

 

(63)

 

(3.61)

%

Net Interest Income

 

19,625

 

18,681

 

944

 

5.05

%

Provision for Loan Losses

 

308

 

744

 

(436)

 

(58.60)

%

Net Interest Income After Provision for Loan Losses

 

19,317

 

17,937

 

1,380

 

7.69

%

Noninterest Income

 

6,830

 

6,300

 

530

 

8.41

%

Net (Losses) Gains on Available-for-sale Debt Securities

 

(1)

 

2

 

(3)

 

(150.00)

%

Noninterest Expense

 

17,039

 

15,399

 

1,640

 

10.65

%

Income Before Income Tax Provision

 

9,107

 

8,840

 

267

 

3.02

%

Income Tax Provision

 

1,618

 

1,780

 

(162)

 

(9.10)

%

Net Income

$

7,489

$

7,060

$

429

 

6.08

%

Net Income Attributable to Common Shares (1)

$

7,419

$

6,999

$

420

 

6.00

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.48

$

0.44

$

0.04

 

9.09

%

Net Income - Diluted

$

0.48

$

0.44

$

0.04

 

9.09

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,441,564

 

15,868,150

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,444,573

 

15,874,983

 

  

 

  

SIX MONTHS ENDED

 

June 30, 

 

2022

2021

 

    

(Current)

    

(Prior Year)

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

43,082

$

42,182

$

900

 

2.13

%

Interest Expense

 

3,125

 

3,418

 

(293)

 

(8.57)

%

Net Interest Income

 

39,957

 

38,764

 

1,193

 

3.08

%

Provision for Loan Losses

 

1,199

 

1,003

 

196

 

19.54

%

Net Interest Income After Provision for Loan Losses

 

38,758

 

37,761

 

997

 

2.64

%

Noninterest Income

 

12,651

 

13,082

 

(431)

 

(3.29)

%

Net Gains on Available-for-sale Debt Securities

 

1

 

2

 

(1)

 

(50.00)

%

Noninterest Expense

 

33,925

 

31,108

 

2,817

 

9.06

%

Income Before Income Tax Provision

 

17,485

 

19,737

 

(2,252)

 

(11.41)

%

Income Tax Provision

 

3,101

 

3,890

 

(789)

 

(20.28)

%

Net Income

$

14,384

$

15,847

$

(1,463)

 

(9.23)

%

Net Income Attributable to Common Shares (1)

$

14,254

$

15,721

$

(1,467)

 

(9.33)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.92

$

0.99

$

(0.07)

 

(7.07)

%

Net Income - Diluted

$

0.92

$

0.99

$

(0.07)

 

(7.07)

%

Dividends Per Share

$

0.56

$

0.55

$

0.01

 

1.82

%

Number of Shares Used in Computation - Basic

 

15,542,959

 

15,859,236

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,546,319

 

15,865,158

 

  

 

  

(1)

Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested restricted shares with nonforfeitable dividends.

1


CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

June 30, 

June 30, 

 

    

2022

    

2021

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

69,187

$

208,860

$

(139,673)

 

(66.87)

%

Available-for-sale Debt Securities

 

526,837

 

391,881

 

134,956

 

34.44

%

Loans, Net

 

1,643,057

 

1,585,481

 

57,576

 

3.63

%

Bank-Owned Life Insurance

30,941

30,391

550

1.81

%

Bank Premises and Equipment, Net

21,829

20,620

1,209

5.86

%

Intangible Assets

 

55,602

 

56,088

 

(486)

 

(0.87)

%

Other Assets

 

63,265

 

45,742

 

17,523

 

38.31

%

TOTAL ASSETS

$

2,410,718

$

2,339,063

$

71,655

 

3.06

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

1,964,270

$

1,916,809

$

47,461

 

2.48

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

126,833

 

46,450

 

80,383

 

173.05

%

Senior Notes, Net

14,733

14,670

63

 

0.43

%

Subordinated Debt, Net

 

24,553

 

32,967

 

(8,414)

 

(25.52)

%

Other Liabilities

 

21,710

 

24,034

 

(2,324)

 

(9.67)

%

TOTAL LIABILITIES

 

2,152,099

 

2,034,930

 

117,169

 

5.76

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive (Loss) Income

 

294,621

 

294,857

 

(236)

 

(0.08)

%

Accumulated Other Comprehensive (Loss) Income:

 

  

 

  

 

  

 

  

Net Unrealized (Losses) Gains on Available-for-sale Debt Securities

 

(36,307)

 

9,167

 

(45,474)

 

(496.06)

%

Defined Benefit Plans

 

305

 

109

 

196

 

179.82

%

TOTAL STOCKHOLDERS' EQUITY

 

258,619

 

304,133

 

(45,514)

 

(14.97)

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,410,718

$

2,339,063

$

71,655

 

3.06

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

June 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

7,489

$

7,060

 

6.08

%

Return on Average Assets (Annualized)

 

1.28

%  

 

1.21

%  

5.79

%

Return on Average Equity (Annualized)

 

11.29

%  

 

9.36

%  

20.62

%

    

AS OF OR FOR THE

    

 

SIX MONTHS ENDED

%

 

June 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

14,384

$

15,847

 

(9.23)

%

Return on Average Assets (Annualized)

 

1.23

%  

 

1.39

%  

(11.51)

%

Return on Average Equity (Annualized)

 

10.29

%  

 

10.54

%  

(2.37)

%

BALANCE SHEET HIGHLIGHTS

 

  

 

  

 

  

Total Assets

$

2,410,718

$

2,339,063

 

3.06

%

Available-for-Sale Debt Securities

 

526,837

 

391,881

 

34.44

%

Loans, Net

 

1,643,057

 

1,585,481

 

3.63

%

Allowance for Loan Losses

 

14,547

 

12,375

 

17.55

%

Deposits

 

1,964,270

 

1,916,809

 

2.48

%

OFF-BALANCE SHEET

 

  

 

  

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

336,681

$

314,174

 

7.16

%

Trust Assets Under Management

 

1,055,290

 

1,192,928

 

(11.54)

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

0.92

$

0.99

 

(7.07)

%

Net Income - Diluted

$

0.92

$

0.99

 

(7.07)

%

Dividends

$

0.56

$

0.55

 

1.82

%

Common Book Value

$

16.69

$

19.06

 

(12.43)

%

Tangible Common Book Value (a)

$

13.10

$

15.54

 

(15.70)

%

Market Value (Last Trade)

$

24.17

$

24.50

 

(1.35)

%

Market Value / Common Book Value

 

144.82

%  

 

128.54

%  

12.67

%

Market Value / Tangible Common Book Value

 

184.50

%  

 

157.66

%  

17.02

%

Price Earnings Multiple (Annualized)

 

13.14

 

12.37

 

6.22

%

Dividend Yield (Annualized)

 

4.63

%  

 

4.49

%  

3.12

%

Common Shares Outstanding, End of Period

 

15,499,214

 

15,957,512

 

(2.87)

%

3


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

SIX MONTHS ENDED

%

 

June 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (a)

 

8.62

%  

10.86

%  

(20.63)

%

Nonperforming Assets / Total Assets

 

0.62

%  

1.12

%  

(44.64)

%

Allowance for Loan Losses / Total Loans

 

0.88

%  

0.77

%  

14.29

%

Total Risk Based Capital Ratio (b)

 

16.15

%  

18.99

%  

(14.96)

%

Tier 1 Risk Based Capital Ratio (b)

 

13.85

%  

15.93

%  

(13.06)

%

Common Equity Tier 1 Risk Based Capital Ratio (b)

 

13.85

%  

15.93

%  

(13.06)

%

Leverage Ratio (b)

 

10.31

%  

10.52

%  

(2.00)

%

AVERAGE BALANCES

Average Assets

$

2,335,771

$

2,287,465

 

2.11

%

Average Equity

$

279,708

$

300,776

 

(7.00)

%

EFFICIENCY RATIO (c)

Net Interest Income on a Fully Taxable-Equivalent

Basis (c)

$

40,571

$

39,305

 

3.22

%

Noninterest Income

 

12,651

 

13,082

 

(3.29)

%

Total (1)

$

53,222

$

52,387

 

1.59

%

Noninterest Expense (2)

$

33,925

$

31,108

 

9.06

%

Efficiency Ratio = (2)/(1)

 

63.74

%  

 

59.38

%  

7.34

%

(a)Tangible common book value per share and tangible common equity as a percentage of tangible assets are non-U.S. GAAP ratios.  Management believes this non-GAAP information is helpful in evaluating the strength of the Corporation's capital and in providing an alternative, conservative valuation of the Corporation's net worth.  The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

Total Assets

    

$

2,410,718

    

$

2,339,063

Less: Intangible Assets, Primarily Goodwill

 

(55,602)

 

(56,088)

Tangible Assets

$

2,355,116

$

2,282,975

Total Stockholders' Equity

$

258,619

$

304,133

Less: Intangible Assets, Primarily Goodwill

 

(55,602)

 

(56,088)

Tangible Common Equity (3)

$

203,017

$

248,045

Common Shares Outstanding, End of Period (4)

 

15,499,214

 

15,957,512

Tangible Common Book Value per Share = (3)/(4)

$

13.10

$

15.54

(b)Capital ratios for the most recent period are estimated.

(c)The efficiency ratio is a non-GAAP ratio that is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using the Corporation's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided in Exhibit 99.2 under the table “COMPARISON OF INTEREST INCOME AND EXPENSE”.

4


QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

For the Three Months Ended :

June 30, 

    

March 31, 

    

December 31,

    

September 30, 

    

June 30, 

    

March 31, 

2022

2022

2021

2021

2021

2021

Interest income

$

21,309

$

21,773

$

21,246

$

21,073

$

20,428

$

21,754

Interest expense

 

1,684

 

1,441

 

1,530

 

1,614

 

1,747

 

1,671

Net interest income

 

19,625

 

20,332

 

19,716

 

19,459

 

18,681

 

20,083

Provision for loan losses

 

308

 

891

 

1,128

 

1,530

 

744

 

259

Net interest income after provision for loan losses

 

19,317

 

19,441

 

18,588

 

17,929

 

17,937

 

19,824

Noninterest income

 

6,830

 

5,821

 

6,416

 

6,359

 

6,300

 

6,782

Net (losses) gains on securities

 

(1)

 

2

 

(1)

 

23

 

2

 

0

Noninterest expense

 

17,039

 

16,886

 

16,018

 

15,346

 

15,399

 

15,709

Income before income tax provision

 

9,107

 

8,378

 

8,985

 

8,965

 

8,840

 

10,897

Income tax provision

 

1,618

 

1,483

 

1,677

 

1,566

 

1,780

 

2,110

Net income

$

7,489

$

6,895

$

7,308

$

7,399

$

7,060

$

8,787

Net income attributable to common shares

$

7,419

$

6,835

$

7,256

$

7,336

$

6,999

$

8,722

Basic earnings per common share

$

0.48

$

0.44

$

0.46

$

0.47

$

0.44

$

0.55

Diluted earnings per common share

$

0.48

$

0.44

$

0.46

$

0.47

$

0.44

$

0.55

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

    

June 30,

    

March 31,

    

December 31,

    

September 30,

    

June 30,

    

March 31,

2022

2022

2021

2021

2021

2021

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

69,187

$

114,346

$

104,948

$

198,995

$

208,860

$

207,145

Available-for-Sale Debt Securities

 

526,837

 

532,913

 

517,679

 

437,857

 

391,881

 

366,376

Loans, Net

 

1,643,057

 

1,523,919

 

1,551,312

 

1,563,008

 

1,585,481

 

1,602,926

Bank-Owned Life Insurance

30,941

30,805

30,670

30,530

30,391

30,247

Bank Premises and Equipment, Net

21,829

21,169

20,683

20,526

20,620

20,740

Intangible Assets

 

55,602

 

55,711

 

55,821

 

55,955

 

56,088

 

56,222

Other Assets

 

63,265

 

51,508

 

46,535

 

48,025

 

45,742

 

49,939

TOTAL ASSETS

$

2,410,718

$

2,330,371

$

2,327,648

$

2,354,896

$

2,339,063

$

2,333,595

LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

Deposits

$

1,964,270

$

1,960,952

$

1,925,060

$

1,940,141

$

1,916,809

$

1,923,925

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

126,833

 

22,938

 

29,845

 

40,555

 

46,450

 

60,230

Senior Notes, Net

14,733

14,717

14,701

14,685

14,670

0

Subordinated Debt, Net

 

24,553

 

33,031

 

33,009

 

32,988

 

32,967

 

16,534

Other Liabilities

 

21,710

 

22,525

 

23,628

 

27,125

 

24,034

 

32,850

TOTAL LIABILITIES

 

2,152,099

 

2,054,163

 

2,026,243

 

2,055,494

 

2,034,930

 

2,033,539

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive (Loss) Income

 

294,621

 

296,386

 

296,379

 

292,997

 

294,857

 

293,097

Accumulated Other Comprehensive (Loss) Income:

 

 

  

 

  

 

  

 

  

 

  

Net Unrealized (Losses) Gains on Available-for-sale Securities

 

(36,307)

 

(20,492)

 

4,809

 

6,300

 

9,167

 

6,847

Defined Benefit Plans

 

305

 

314

 

217

 

105

 

109

 

112

TOTAL STOCKHOLDERS' EQUITY

 

258,619

 

276,208

 

301,405

 

299,402

 

304,133

 

300,056

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,410,718

$

2,330,371

$

2,327,648

$

2,354,896

$

2,339,063

$

2,333,595

6


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

June 30, 2022

March 31, 2022

December 31, 2021

June 30, 2021

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

38,151

$

35,774

$

38,152

$

36,494

$

25,058

$

24,912

$

22,981

$

23,073

Obligations of U.S. Government agencies

24,454

22,785

24,455

23,408

23,936

24,091

24,764

25,373

Bank holding company debt securities

28,942

27,415

24,942

24,043

18,000

17,987

0

0

Obligations of states and political subdivisions:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Tax-exempt

 

152,063

 

139,400

 

149,140

 

143,633

 

143,427

 

148,028

 

127,122

 

132,310

Taxable

 

72,204

 

63,898

 

73,732

 

69,629

 

72,182

 

72,765

 

58,921

 

60,528

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Residential pass-through securities

 

114,367

 

106,043

 

112,122

 

106,568

 

98,048

 

98,181

 

50,397

 

51,328

Residential collateralized mortgage obligations

 

47,295

 

44,761

 

45,628

 

43,868

 

44,015

 

44,247

 

44,536

 

45,575

Commercial mortgage-backed securities

 

95,318

 

86,761

 

90,682

 

85,270

 

86,926

 

87,468

 

51,555

 

53,694

Total Available-for-Sale Debt Securities

$

572,794

$

526,837

$

558,853

$

532,913

$

511,592

$

517,679

$

380,276

$

391,881

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

June 30, 

    

March 31, 

    

December 31, 

    

June 30, 

2022

2022

2021

2021

Commercial:

 

  

 

  

 

  

 

  

Commercial loans secured by real estate

$

656,892

$

585,677

$

569,840

$

544,202

Commercial and industrial

 

171,999

 

159,793

 

159,073

 

158,907

Paycheck Protection Program - 1st Draw

 

44

 

887

 

1,356

 

37,902

Paycheck Protection Program - 2nd Draw

6,208

11,490

25,508

72,409

Political subdivisions

 

87,512

 

81,975

 

81,301

 

48,849

Commercial construction and land

 

58,786

 

37,258

 

60,579

 

43,178

Loans secured by farmland

 

12,967

 

12,507

 

11,121

 

10,950

Multi-family (5 or more) residential

 

53,753

 

53,141

 

50,089

 

51,916

Agricultural loans

 

2,628

 

2,588

 

2,351

 

2,379

Other commercial loans

 

15,767

 

14,827

 

17,153

 

14,711

Total commercial

 

1,066,556

 

960,143

 

978,371

 

985,403

Residential mortgage:

 

  

 

  

 

  

 

  

Residential mortgage loans - first liens

482,505

481,119

483,629

507,579

Residential mortgage loans - junior liens

 

23,036

 

22,572

 

23,314

 

25,287

Home equity lines of credit

 

40,887

 

39,649

 

39,252

 

39,432

1-4 Family residential construction

 

26,071

 

16,945

 

23,151

 

23,567

Total residential mortgage

 

572,499

 

560,285

 

569,346

 

595,865

Consumer

 

18,549

 

17,762

 

17,132

 

16,588

Total

 

1,657,604

 

1,538,190

 

1,564,849

 

1,597,856

Less: allowance for loan losses

 

(14,547)

 

(14,271)

 

(13,537)

 

(12,375)

Loans, net

$

1,643,057

$

1,523,919

$

1,551,312

$

1,585,481

7


ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(In Thousands)

    

3 Months

    

3 Months

    

6 Months

    

6 Months

Ended

Ended

Ended

Ended

June 30, 

March 31,

June 30, 

June 30,

2022

2022

2022

2021

Balance, beginning of period

$

14,271

$

13,537

$

13,537

$

11,385

Charge-offs

 

(41)

 

(180)

 

(221)

 

(58)

Recoveries

 

9

 

23

 

32

 

45

Net charge-offs

 

(32)

 

(157)

 

(189)

 

(13)

Provision for loan losses

 

308

 

891

 

1,199

 

1,003

Balance, end of period

$

14,547

$

14,271

$

14,547

$

12,375

PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

(Dollars In Thousands)

    

June 30, 

    

March 31,

    

December 31,

    

June 30, 

 

2022

2022

2021

2021

 

Impaired loans with a valuation allowance

$

3,392

$

6,528

$

6,540

$

10,594

Impaired loans without a valuation allowance

1,376

1,494

2,636

1,819

Purchased credit impaired loans

 

3,879

 

3,983

 

6,558

 

6,733

Total impaired loans

$

8,647

$

12,005

$

15,734

$

19,146

Total loans past due 30-89 days and still accruing

$

5,082

$

3,868

$

5,106

$

2,478

Nonperforming assets:

 

  

 

  

 

  

 

  

Purchased credit impaired loans

$

3,879

$

3,983

$

6,558

$

6,733

Other nonaccrual loans

7,763

10,962

12,441

16,238

Total nonaccrual loans

11,642

14,945

18,999

22,971

Total loans past due 90 days or more and still accruing

 

2,694

 

3,429

 

2,219

 

1,881

Total nonperforming loans

 

14,336

 

18,374

 

21,218

 

24,852

Foreclosed assets held for sale (real estate)

 

505

 

531

 

684

 

1,332

Total nonperforming assets

$

14,841

$

18,905

$

21,902

$

26,184

Loans subject to troubled debt restructurings (TDRs):

 

  

 

  

 

  

 

  

Performing

$

239

$

279

$

288

$

199

Nonperforming

 

3,965

 

3,954

 

5,517

 

5,624

Total TDRs

$

4,204

$

4,233

$

5,805

$

5,823

Total nonperforming loans as a % of total loans

 

0.86

%  

 

1.19

%  

 

1.36

%  

 

1.56

%

Total nonperforming assets as a % of assets

 

0.62

%  

 

0.81

%  

 

0.94

%  

 

1.12

%

Allowance for loan losses as a % of total loans

 

0.88

%  

 

0.93

%  

 

0.87

%  

 

0.77

%

Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (a)

1.02

%  

1.11

%  

1.08

%  

1.05

%

Allowance for loan losses as a % of nonperforming loans

 

101.47

%  

 

77.67

%  

 

63.80

%  

 

49.79

%

(a) Credit adjustment on purchased non-impaired loans at end of period

$

2,403

$

2,783

$

3,335

$

4,502

Allowance for loan losses

14,547

14,271

13,537

12,375

Total credit adjustment on purchased non-impaired loans at end of period and allowance for loan losses (1)

$

16,950

$

17,054

$

16,872

$

16,877

Total loans receivable

$

1,657,604

$

1,538,190

$

1,564,849

$

1,597,856

Credit adjustment on purchased non-impaired loans at end of period

 

2,403

 

2,783

 

3,335

 

4,502

Total (2)

$

1,660,007

$

1,540,973

$

1,568,184

$

1,602,358

Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (1)/(2)

 

1.02

%  

 

1.11

%  

 

1.08

%  

 

1.05

%

8


ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)

(In Thousands)

Three Months Ended

Six Months Ended

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

2022

2022

2021

2022

2021

Market Rate Adjustment

 

  

  

 

  

 

  

 

  

Adjustments to gross amortized cost of loans at beginning of period

$

(885)

$

(637)

$

352

$

(637)

$

718

Accretion (amortization) recognized in interest income

19

(248)

(357)

(229)

(723)

Adjustments to gross amortized cost of loans at end of period

$

(866)

$

(885)

$

(5)

$

(866)

$

(5)

Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$

(2,782)

$

(3,335)

$

(5,182)

$

(3,335)

$

(5,979)

Accretion recognized in interest income

 

379

 

553

 

680

 

932

 

1,477

Adjustments to gross amortized cost of loans at end of period

$

(2,403)

$

(2,782)

$

(4,502)

$

(2,403)

$

(4,502)

PURCHASED CREDIT IMPAIRED (PCI) LOANS

(In Thousands)

June 30, 

March 31,

June 30, 

2022

2022

2021

Outstanding balance

$

5,766

$

5,966

$

10,189

Carrying amount

3,879

3,983

6,733

9


COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

    

Three Months Ended

Six Months Ended

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

    

2022

    

2022

    

2021

2022

    

2021

INTEREST INCOME

Interest-bearing due from banks

$

92

$

67

$

74

$

159

$

124

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,036

 

1,969

 

1,187

 

4,005

 

2,300

Tax-exempt

 

959

 

905

 

824

 

1,864

 

1,625

Total available-for-sale debt securities

 

2,995

 

2,874

 

2,011

 

5,869

 

3,925

Loans receivable:

 

 

Taxable

 

17,721

 

17,974

 

16,826

 

35,695

 

34,319

Paycheck Protection Program -1st Draw

11

38

859

49

2,671

Paycheck Protection Program - 2nd Draw

195

537

390

732

576

Tax-exempt

588

573

518

1,161

1,071

Total loans receivable

18,515

19,122

18,593

37,637

38,637

Other earning assets

19

12

18

31

37

Total Interest Income

21,621

22,075

20,696

43,696

42,723

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

308

194

235

502

456

Money market

369

262

320

631

626

Savings

64

61

57

125

112

Time deposits

389

393

605

782

1,301

Total interest-bearing deposits

1,130

910

1,217

2,040

2,495

Borrowed funds:

Short-term

122

1

7

123

22

Long-term - FHLB advances

55

49

109

104

243

Senior notes, net

120

118

57

238

57

Subordinated debt, net

257

363

357

620

601

Total borrowed funds

554

531

530

1,085

923

Total Interest Expense

1,684

1,441

1,747

3,125

3,418

Net Interest Income

$

19,937

$

20,634

$

18,949

$

40,571

$

39,305

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands)

Three Months Ended

Six Months Ended

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

2022

    

2022

    

2021

2022

    

2021

Net Interest Income Under U.S. GAAP

$

19,625

$

20,332

$

18,681

$

39,957

$

38,764

Add: fully taxable-equivalent interest income adjustment from tax-exempt securities

191

183

162

374

321

Add: fully taxable-equivalent interest income adjustment from tax-exempt loans

121

119

106

240

220

Net Interest Income as adjusted to a fully taxable-equivalent basis

$

19,937

$

20,634

$

18,949

$

40,571

$

39,305

10


ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

    

3 Months

    

    

3 Months

    

    

3 Months

    

 

Ended

Rate of

Ended

Rate of

Ended

Rate of

 

6/30/2022

Return/

3/31/2022

Return/

6/30/2021

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

47,428

 

0.78

%  

$

84,115

 

0.32

%  

$

182,586

 

0.16

%

Available-for-sale debt securities, at amortized cost:

 

  

 

  

 

  

 

  

 

 

Taxable

 

419,824

 

1.95

%  

 

390,301

 

2.05

%  

 

243,228

 

1.96

%

Tax-exempt

 

151,753

 

2.53

%  

 

144,334

 

2.54

%  

 

123,101

 

2.68

%

Total available-for-sale debt securities

 

571,577

 

2.10

%  

 

534,635

 

2.18

%  

 

366,329

 

2.20

%

Loans receivable:

 

  

 

  

 

  

 

  

 

 

  

Taxable

 

1,494,165

 

4.76

%  

 

1,445,353

 

5.04

%  

 

1,418,171

 

4.76

%

Paycheck Protection Program - 1st Draw

 

707

 

6.24

%  

 

1,049

 

14.69

%  

 

53,639

 

6.42

%

Paycheck Protection Program - 2nd Draw

8,565

9.13

%  

17,800

12.24

%  

71,841

2.18

%

Tax-exempt

 

85,447

 

2.76

%  

 

83,659

 

2.78

%  

 

63,470

 

3.27

%

Total loans receivable

 

1,588,884

 

4.67

%  

 

1,547,861

 

5.01

%  

 

1,607,121

 

4.64

%

Other earning assets

 

2,321

 

3.28

%  

 

1,983

 

2.45

%  

 

2,467

 

2.93

%

Total Earning Assets

 

2,210,210

 

3.92

%  

 

2,168,594

 

4.13

%  

 

2,158,503

 

3.85

%

Cash

 

23,114

 

  

 

20,703

 

  

 

25,453

 

  

Unrealized (loss) gain on securities

 

(36,675)

 

  

 

(2,508)

 

  

 

10,197

 

  

Allowance for loan losses

 

(14,509)

 

  

 

(13,783)

 

  

 

(11,992)

 

  

Bank-owned life insurance

30,857

30,720

30,301

Bank premises and equipment

 

21,556

 

  

 

21,043

 

  

 

20,620

 

  

Intangible assets

 

55,656

 

  

 

55,765

 

  

 

56,153

 

  

Other assets

 

55,735

 

  

 

44,952

 

  

 

42,516

 

  

Total Assets

$

2,345,944

 

  

$

2,325,486

 

  

$

2,331,751

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Interest checking

$

431,997

 

0.29

%  

$

419,130

 

0.19

%  

$

387,942

 

0.24

%

Money market

 

449,656

 

0.33

%  

 

456,904

 

0.23

%  

 

433,295

 

0.30

%

Savings

 

255,578

 

0.10

%  

 

249,165

 

0.10

%  

 

227,426

 

0.10

%

Time deposits

 

268,753

 

0.58

%  

 

277,405

 

0.57

%  

 

335,773

 

0.72

%

Total interest-bearing deposits

 

1,405,984

 

0.32

%  

 

1,402,604

 

0.26

%  

 

1,384,436

 

0.35

%

Borrowed funds:

 

  

 

 

  

 

 

  

 

Short-term

 

36,848

 

1.33

%  

 

1,746

 

0.23

%  

 

6,528

 

0.43

%

Long-term - FHLB advances

 

19,516

 

1.13

%  

 

26,102

 

0.76

%  

 

46,788

 

0.93

%

Senior notes, net

 

14,725

 

3.27

%  

 

14,709

 

3.25

%  

 

6,930

 

3.30

%

Subordinated debt, net

 

26,476

 

3.89

%  

 

32,948

 

4.47

%  

 

26,916

 

5.32

%

Total borrowed funds

 

97,565

 

2.28

%  

 

75,505

 

2.85

%  

 

87,162

 

2.44

%

Total Interest-bearing Liabilities

 

1,503,549

 

0.45

%  

 

1,478,109

 

0.40

%  

 

1,471,598

 

0.48

%

Demand deposits

 

557,007

 

  

 

529,077

 

  

 

534,602

 

  

Other liabilities

 

20,066

 

  

 

24,046

 

  

 

23,898

 

  

Total Liabilities

 

2,080,622

 

  

 

2,031,232

 

  

 

2,030,098

 

  

Stockholders' equity, excluding accumulated other comprehensive (loss) income

 

293,985

 

  

 

295,996

 

  

 

293,487

 

  

Accumulated other comprehensive (loss) income

 

(28,663)

 

  

 

(1,742)

 

  

 

8,166

 

  

Total Stockholders' Equity

 

265,322

 

  

 

294,254

 

  

 

301,653

 

  

Total Liabilities and Stockholders' Equity

$

2,345,944

 

  

$

2,325,486

 

  

$

2,331,751

 

  

Interest Rate Spread

 

3.47

%  

 

3.73

%  

 

  

 

3.37

%

Net Interest Income/Earning Assets

3.62

%  

3.86

%  

3.52

%

Total Deposits (Interest-bearing and Demand)

$

1,962,991

 

  

$

1,931,681

 

  

$

1,919,038

 

  

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

(2)

Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)

Rates of return on earning assets and costs of funds have been presented on an annualized basis.

11


ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

    

6 Months

    

    

6 Months

    

 

Ended

Rate of

Ended

Rate of

 

6/30/2022

Return/

6/30/2021

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

  

 

Interest-bearing due from banks

$

65,670

 

0.49

%  

$

137,851

 

0.18

%

Available-for-sale debt securities, at amortized cost:

 

  

 

  

 

  

 

  

Taxable

 

405,144

 

1.99

%  

 

230,551

 

2.01

%

Tax-exempt

 

148,064

 

2.54

%  

 

120,332

 

2.72

%

Total available-for-sale debt securities

 

553,208

 

2.14

%  

 

350,883

 

2.26

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,469,894

 

4.90

%  

 

1,423,417

 

4.86

%

Paycheck Protection Program - 1st Draw

 

877

 

11.27

%  

 

78,863

 

6.83

%

Paycheck Protection Program - 2nd Draw

13,157

11.22

%  

53,123

2.19

%

Tax-exempt

 

84,558

 

2.77

%  

 

65,375

 

3.30

%

Total loans receivable

 

1,568,486

 

4.84

%  

 

1,620,778

 

4.81

%

Other earning assets

 

2,153

 

2.90

%  

 

2,658

 

2.81

%

Total Earning Assets

 

2,189,517

 

4.02

%  

 

2,112,170

 

4.08

%

Cash

 

21,915

 

24,629

 

  

Unrealized (loss) gain on securities

 

(19,686)

 

11,536

 

  

Allowance for loan losses

 

(14,148)

 

(11,866)

 

  

Bank-owned life insurance

30,789

30,228

Bank premises and equipment

 

21,301

 

20,982

 

  

Intangible assets

 

55,710

 

56,220

 

  

Other assets

 

50,373

 

43,566

 

  

Total Assets

$

2,335,771

$

2,287,465

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

425,599

 

0.24

%  

$

372,056

 

0.25

%

Money market

 

453,260

 

0.28

%  

 

420,141

 

0.30

%

Savings

 

252,389

 

0.10

%  

 

220,470

 

0.10

%

Time deposits

 

273,055

 

0.58

%  

 

353,068

 

0.74

%

Total interest-bearing deposits

 

1,404,303

 

0.29

%  

 

1,365,735

 

0.37

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

19,394

 

1.28

%  

 

10,425

 

0.43

%

Long-term - FHLB advances

 

22,791

 

0.92

%  

 

49,801

 

0.98

%

Senior notes, net

 

14,717

 

3.26

%  

 

3,484

 

3.30

%

Subordinated debt, net

 

29,694

 

4.21

%  

 

21,758

 

5.57

%

Total borrowed funds

 

86,596

 

2.53

%  

 

85,468

 

2.18

%

Total Interest-bearing Liabilities

 

1,490,899

 

0.42

%  

 

1,451,203

 

0.47

%

Demand deposits

 

543,119

 

509,583

 

  

Other liabilities

 

22,045

 

25,903

 

  

Total Liabilities

 

2,056,063

 

1,986,689

 

  

Stockholders' equity, excluding accumulated other comprehensive (loss) income

 

294,985

 

291,550

 

  

Accumulated other comprehensive (loss) income

 

(15,277)

 

9,226

 

  

Total Stockholders' Equity

 

279,708

 

300,776

 

  

Total Liabilities and Stockholders' Equity

$

2,335,771

$

2,287,465

 

  

Interest Rate Spread

 

3.60

%  

 

  

 

3.61

%

Net Interest Income/Earning Assets

 

3.74

%  

 

  

 

3.75

%

Total Deposits (Interest-bearing and Demand)

$

1,947,422

$

1,875,318

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

(2)

Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)

Rates of return on earning assets and costs of funds have been presented on an annualized basis.

12


COMPARISON OF NONINTEREST INCOME

(In Thousands)

    

Three Months Ended

Six Months Ended

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

    

2022

    

2022

    

2021

2022

2021

Trust revenue

$

1,715

$

1,786

$

1,807

$

3,501

$

3,433

Brokerage and insurance revenue

 

566

 

522

 

506

1,088

832

Service charges on deposit accounts

 

1,322

 

1,235

 

1,073

2,557

2,088

Interchange revenue from debit card transactions

 

1,056

 

963

 

998

2,019

1,879

Net gains from sales of loans

 

220

 

382

 

925

602

1,989

Loan servicing fees, net

 

358

 

210

 

146

568

394

Increase in cash surrender value of life insurance

 

137

 

135

 

145

272

295

Other noninterest income

 

1,456

 

588

 

700

2,044

2,172

Total noninterest income, excluding realized gains
on securities, net

$

6,830

$

5,821

$

6,300

$

12,651

$

13,082

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Six Months Ended

    

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

2022

2021

2021

2022

2021

Salaries and employee benefits

$

10,265

$

10,607

$

9,499

$

20,872

$

18,394

Net occupancy and equipment expense

 

1,308

 

1,411

 

1,219

 

2,719

 

2,523

Data processing and telecommunications expenses

 

1,720

 

1,623

 

1,487

 

3,343

 

2,867

Automated teller machine and interchange expense

 

347

 

384

 

355

 

731

 

692

Pennsylvania shares tax

 

488

 

488

 

490

 

976

 

981

Professional fees

 

480

 

489

 

598

 

969

 

1,145

Other noninterest expense

 

2,431

 

1,884

 

1,751

 

4,315

 

4,506

Total noninterest expense

$

17,039

$

16,886

$

15,399

$

33,925

$

31,108

13


EX-99.3 4 cznc-20220721xex99d3.htm EX-99.3
Exhibit 99.3

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Dear Shareholder: A phrase you’ll commonly hear from C&N teammates is, “How might we?” When a challenge is identified, it takes an innovative mindset and approach to solve for it. This quarter, the world was not short on challenges. Although the general health impact of the pandemic continued to subside, despite a resurgence in cases due to new variants, the economic impact on the labor force, supply chains and inflation caused by the pandemic and government response is ongoing. Add in effects from the war in Ukraine and uncertainty is compounded. That said, the basic U.S. economy has been resilient and business activity during the quarter was solid. Our efforts to position C&N for growth required a “How might we” mindset and produced substantial growth in the commercial loan portfolio in all regions. Behind the strong performance reflected in the numbers that follow, the Team continued to advance the relationship model, made strides in positioning the wealth management business and accelerated C&N’s digital transformation. In the second quarter, credit quality metrics improved and commercial loan production has helped offset ban CN otes C&N Quarterly Report :: JULY 2022 Connect with us: Client Care Center: 1.877.838.2517 C&N Financial Services: 1.866.ASK.CNFS Wealth Management: 1.800.487.8784 cnbankpa.com President CEO challenges presented by the run- off of PPP revenues, the impact of higher interest rates on mortgage originations and sale revenues, and volatility in the equity markets. In our Southeast and Southcentral regions, we set ambitious goals for bringing wealth management services to customers, creating value for existing relationships and positioning for future growth. We expect these efforts to make tangible contributions as the year progresses. Investments in transforming technology and processes that will deliver near-term value while positioning C&N to scale our business efficiently are ongoing. Projects to migrate IT activities to the AWS cloud, improve internal processes through the Salesforce platform, simplify and connect lending activities to digital origination, complete the buildout of our data warehouse and implement enhanced data management tools are all advancing. Collectively, these efforts are creating a set of integrated systems that will enable our teams to serve customers – both internal and external – more productively. Inspire&Innovate Inspire&Innovate Carefull Introduces Vault and Trusted Contacts Carefull has expanded its security capabilities to further protect finances from scams, fraud, and money mistakes. Page 2 Trust&Protect Trust&Protect Weathering an Economic Storm Find out & prepare your finances for any uncertainty ahead with this interactive coaching session, free to you through a partnership between Banzai and C&N. Page 2 Dollars&Sense Dollars&Sense Second Quarter Financial Highlights View our unaudited financial highlights from our second quarter. For additional details on our performance, visit the Investor Relations section at cnbankpa.com/bancnotes. Page 3 Community&Commitment Community&Commitment Giving Back, Giving Together C&N teammates raised over $85,000 to ensure local children, regardless of financial status, had access to basic necessities such as food, clothing, and shelter. Page 3 IN THIS ISSUE (Continued on page 4) | 1


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Inspire Innovate Trust Protect With inflation over 8.5% and the cost of everything going up, everyone is feeling the pinch. Ease concerns about how your finances and retirement will hold up during an economic storm. C&N has partnered with Banzai ® to bring you an interactive coaching session that will help you prepare for the possibility of losing your income, rapidly rising prices, and how an uncertain market can impact your retirement fund. To start, scan the QR code or visit https:// qrco.de/economicstorm *. To start the coaching session, select “Start Here.” A feed will appear; follow along and answer questions as you’re prompted. The session will take around 5 minutes to complete. *web address is case-sensitive. 2 | *Receive $300 Bonus when you open a consumer checking account with a minimum opening deposit of $1,000 and receive an additional $100 Bonus when you open the account online. Use promo code 400BONUS. Offer valid through September 30, 2022 for consumer checking account products only (C&N Everyday Checking, C&N Relationship Checking and C&N Merit Checking) and limited to one per primary account owner age 18 or older. C&N Merit Checking is a variable rate tiered interest-bearing account with an Annual Percentage Yield (APY) of 0.35% for qualifying accounts with collected balances of $.01 to $30,000, .10% APY for qualifying accounts with collected balances over $30,000 and .05% APY for non-qualifying accounts (refer to the Truth In Savings Disclosure for qualifying criteria). APYs accurate as of July 1, 2022. Fees may reduce earnings. Direct deposits totaling $5,000 over consecutive 3-month period required to receive Bonus. Account must remain open for six months from opening date. Payout will occur within 45 days of six-month anniversary of account opening. Payouts valid through May 31, 2023. Offer may be withdrawn at any time. In November 2021, C&N partnered with Carefull to make it easier for financial caregivers to manage an older parent or loved one’s finances by providing free account, credit, and identity monitoring. Carefull watches their money 24/7 for strange transactions, provides identity theft and credit protection, helps you to coordinate with family, and even tells caregivers what to watch out for. Now, Carefull has expanded its security capabilities to further protect finances from scams, fraud, and money mistakes. If you have not yet signed up for this service, sign-up for free – and be one of the first to access these brand new features: VAULT : Your digital safety deposit box – the most secure space to store private passwords, sensitive documents, and emergency contacts all in one location. ● Create strong passwords and safely store them ○ Our bad habits — reusing or keeping passwords in a notepad — makes our accounts vulnerable. Keep track of your online accounts and create stronger, unique passwords with Carefull’s password generator. Then keep them safe with our military- grade encryption. ● Keep critical documents organized and accessible ○ Our most important documents — from tax returns and insurance policies to wills and trusts — need digital security to match. With Vault, you can upload digital copies of important legal and financial documents quickly and easily. ● Make your emergency contact list emergency-ready ○ Take contact information for legal, financial, and medical professionals out of the kitchen drawer and put it at your fingertips. (Continued on page 4) C&N & Carefull: Easily Access & Protect Your Information Online Weathering an Economic Storm 400 Big Ones US Get a $400* bonus. Open a new C&N checking account online and make an initial deposit of $1,000. Then, use ClickSwitch to easily move your automatic deposits (like your paycheck) to C&N and have $5,000 direct-deposited into your account over the next three months – and it’s all yours.


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Q2 HIGHLIGHTS (In Thousands, Except Per Share Data) Q-2 2022 q-2 2021 $ Increase (Decrease) % Increase (Decrease) Total Assets $2,410,718 $2,339,063 $71,655 3.06% Net Income $7,489 $7,060 $429 6.08% Net Income - Diluted Per Share $0.48 $0.44 $0.04 9.09% Dividends Per Share $0.28 $0.28 $0.00 0.00% 6 MONTHS ENDED (In Thousands, Except Per Share Data) June 30, 2022 June 30, 2021 $ Increase (Decrease) % Increase (Decrease) Net Income $14,384 $15,847 $(1,463) (9.23%) Net Income - Diluted Per Share $0.92 $0.99 $(0.07) 7.07% Dividends Per Share $0.56 $0.55 $0.01 1.82% TABLE INFORMATION Q-2 2022 q-1 2022 Q-4 2021 Q-3 2021 Q-2 2021 Total Assets $2,410,718 $2,330,371 $2,327,648 $2,354,896 $2,339,063 Dollars Sense Community Commitment C&N’s Giving Back, Giving Together program raised over $85,000 to ensure children in our area have access to food, clothing, and shelter. In addition to the monetary donations, C&N teammates collected 4,646 necessity items and volunteered 32.5 hours at our local children & youth organizations. Underprivileged children are another demographic that was greatly impacted by the COVID-19 pandemic. The closing of schools combined with the high cost of childcare forced many parents to give up their jobs and income to care for their kids. This also increased food insecurity by reducing children’s access to free or reduced lunches at school. A survey by the CBPP shows that around 7 to 11 million children lived in households where kids didn’t get enough food because their families couldn’t afford it. In June 2021, C&N teams partnered with 23 local children & youth programs to collect monetary donations through a variety of online platforms and host different fundraisers bringing in over $85,000. In addition to these efforts, the annual C&N Charity Classic golf tournament brought in a record $25,000 and connected with local business partners to join the cause. 15 responded, bringing in an additional $4,500. Learn more about our Giving Back, Giving Together program, our newest cause, and how you can help at cnbankpa.com/GBGT. Below are unaudited financial highlights. Additional details on our Second Quarter financial results can be found on the Investor Relations section by scanning the QR code or visiting cnbankpa.com/bancnotes . | 3 Q-2 2022 Q-1 2022 Q-4 2021 Q-3 2021 Q-2 2021 $2,420,000 $2,390,000 $2,360,000 $2,330,000 $2,300,000 $2,270,000 $0 TOTAL ASSETS (In Thousands) Citizens & Northern Corporation (CZNC) Date Open High Low Close Volume 6.30.22 23.78 24.20 23.72 24.17 13,300 C&N Teammates Donate over $85,000 to Support Local Underprivileged Children Our Paoli Team volunteered with Ann’s Heart preparing over 100 free meals for the community. Two Wellsboro area teammates purchasing “back to school” clothes for area children. Two of our East Smilthfield team members volunteering for the Smithfield Township Fire Depratment.


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c/o American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Inspire Innovate C&N & Carefull: Easily Access & Protect Your Information Online (continued from page 2) Recent decisions to close two branches will require attention during the second half of the year. These difficult decisions are made only after a thoughtful approach and consideration of detailed activity and financial analysis. In-branch transactions and banking activity have declined over the years due to adoption of digital channels and changes in local economies. We have plans in place to retain customer relationships and C&N teammates and will continue to provide quality C&N service to our clients. Our focus during the third quarter remains on advancing on the initiatives discussed above, while continuing to expand relationships and grow the balance sheet. We are in a unique economic and regulatory climate that requires continued diligence in asking ourselves and each other, “How might we?” How might we create unprecedented value for our customers and communities during times of uncertainty? How might we ease their minds by providing resources, tools and expertise to confidently navigate their financial lives safely and securely? Some of those answers are presented here in this issue of banCNotes in the form of Banzai and Carefull. Other answers will reveal themselves over time and we look forward to the value they’ll create for our customers, communities, teammates and shareholders in the future. J. Bradley Scovill President and CEO President CEO Quarterly Shareholder Letter (continued from cover page) | 4 In addition, Carefull’s smart-suggestion tools can recommend and define age- specific documents connected to your finances such as a will, power of attorney, trust, and insurance! TRUSTED CONTACTS : The easiest and most secure way to name family members, financial advisors, or others you trust. Choose whether to let them help resolve issues in case of a scam, fraud, or medical emergency. Significant financial and personal records often live in unsafe or inaccessible places. Stay organized and in control by securely gathering important items. Share only what you want, when you need to.