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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

October 20, 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 nine-month periods ended September 30, 2022. On October 20, 2022, the Company issued a press release titled “C&N Declares Dividend and Announces Third 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.

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 October 20, 2022, titled “C&N Declares Dividend and Announces Third Quarter 2022 Unaudited Financial Results.”

Exhibit 99.2: Supplemental, unaudited financial information.

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:  October 20, 2022

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20221020xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

October 20, 2022

 

570-724-0225

 

 

charityf@cnbankpa.com

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

FOR IMMEDIATE RELEASE:

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 nine-month periods ended September 30, 2022.

Dividend Declared and Unaudited Financial Information

On October 20, 2022, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 11, 2022 to shareholders of record as of October 31, 2022.

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

Third Quarter 2022 as Compared to Second Quarter 2022

Net income was $4,455,000, or $0.29 per diluted share, for the third quarter 2022 as compared to $7,489,000, or $0.48 per diluted share, in the second quarter 2022.

Net interest income totaled $20,879,000 in the third quarter 2022, up $1,254,000 from the second quarter 2022. The increase in net interest income reflected the benefits of an increase of $67,370,000 in average earning assets, funded mainly by increases in average deposits of $35,592,000 (1.8% or 7.3% annualized) and borrowed funds of $27,340,000. Average loans outstanding increased $85,386,000 (5.4% or 21.5% annualized) from the second quarter, while average total interest-bearing due from banks and available-for-sale debt securities decreased $19,620,000. The net interest rate spread decreased 0.01%, as the average yield on earning assets increased 0.26% to 4.18%, while the average rate on interest-bearing liabilities increased 0.27% to 0.72%. The net interest margin was 3.69% in the third quarter 2022, up from 3.62% in the second quarter 2022.

The provision for loan losses was $3,794,000 in the third quarter 2022, up $3,486,000 from the second quarter 2022 provision of $308,000. The third quarter 2022 provision included net charge-offs of $2,171,000 and an increase of $1,623,000 in the collectively determined portion of the allowance. In the third quarter 2022, C&N recorded a partial charge-off of $2,160,000 on a commercial real estate secured loan with a principal balance of $6,920,000 at the time of charge-off. The charge-off resulted from the borrower’s default due to deterioration in financial performance accompanied by a significant decrease in the appraised value of property at a recently closed facility that had been one of the primary sources of collateral on the loan.    

Noninterest income of $5,651,000 in the third quarter 2022 decreased $1,179,000 from the second quarter 2022 amount. Significant variances included the following:

Ø Other noninterest income of $622,000 decreased $834,000 from the second quarter 2022 total, including a decrease in income from tax credits of $795,000. In the second quarter, income from tax credits included credits of $720,000 on the PA Educational Improvement Tax Credit Program donations noted below.

1


Ø Service charges on deposit accounts of $1,105,000 decreased $217,000 from the second quarter 2022, including the impact of accrued refunds of consumer overdraft fees totaling $290,000 as the result of updated regulatory guidance on certain overdraft fees.

Ø Loan Servicing fees, net of $189,000 decreased $169,000 from the second quarter 2022. The fair value of servicing rights decreased $23,000 in the third quarter 2022 as compared to an increase of $149,000 in the second quarter 2022 mainly due to changes in assumptions related to prepayments of mortgage loans.

Ø Net gains from sales of loans of $131,000 decreased $89,000 from the second quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.

Ø Brokerage and insurance revenue of $696,000 increased $130,000 from the second quarter 2022, due to commissions on higher transaction volume.

Noninterest expense of $17,443,000 in the third quarter 2022 increased $404,000 from the second quarter 2022 amount. Significant variances included the following:  

Ø Salaries and employee benefits expense of $10,826,000 increased $561,000 from the second quarter 2022 total, including an increase in base salaries expense of $203,000 reflecting staffing increases for treasury management services (commercial depository), lending, and administrative functions, and payments made to all non-executive employees totaling $192,000 to help offset significant inflation in 2022.

Ø Net occupancy and equipment expense of $1,498,000 increased $190,000 from the second quarter 2022 total, including accelerated depreciation expense of $205,000 related to planned closures of two branches in November 2022.

Ø Other noninterest expense of $1,995,000 decreased $436,000 from the second quarter 2022 total. Within this category, significant variances included the following:

Donations expense was down $839,000, as the second quarter 2022 total included donations of $800,000 relating to the PA Educational Improvement Tax Credit Program.
Other operational losses were $23,000 in the third quarter 2022, compared to a net reduction in expense of $272,000 in the second 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.

The income tax provision was $858,000, or 16.1% of pre-tax income for the third quarter 2022, down from $1,618,000, or 17.8% of pre-tax income for the second quarter 2022. The decrease in income tax provision reflected the decrease in pre-tax income of $3,794,000 for the quarter.

Third Quarter 2022 as Compared to Third Quarter 2021

Third quarter 2022 net income was $4,455,000, or $0.29 per diluted share, as compared to $7,399,000, or $0.47 per diluted share, in the third quarter 2021. Significant variances were as follows:

Third quarter 2022 net interest income of $20,879,000 was $1,420,000 higher than the third quarter 2021 total. The net interest rate spread remained unchanged at 3.46%, as the average yield on earning assets increased 0.29% to 4.18%, and the average rate on interest-bearing liabilities increased 0.29% to 0.72%. The net interest margin was 3.69% in the third quarter 2022, up from 3.59% in the third quarter 2021. Total interest and fees from loans excluding loans originated under the U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP) were $20,602,000 in the third quarter 2022, an increase of

2


$3,144,000 from the third quarter 2021 total of $17,458,000. Total interest and fees from SBA PPP loans were $118,000 in the third quarter 2022, a decrease of $1,521,000 from the third quarter 2021 total of $1,639,000. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $939,000 in the third quarter 2022 as compared to the third quarter 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $173.8 million. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $400,000 in the third quarter 2022 as compared to a net positive impact of $563,000 in the third quarter 2021. Average outstanding loans increased $82.4 million, despite a reduction in average PPP loans of $83.0 million. Average loans, excluding PPP loans, were up $165.5 million in the third quarter 2022 over the third quarter 2021, an increase of 11.0%. Average total deposits increased $61.8 million (3.2%).

The provision for loan losses was $3,794,000 in the third quarter 2022, up $2,264,000 from $1,530,000 in the third quarter 2021. As noted above, the provision in the third quarter 2022 included the impact of recognizing a partial charge-off of $2,160,000 on a commercial real estate secured loan. In comparison, the third quarter 2021 provision included a net charge of $611,000 related to specific loans (net charge-offs of $1,205,000 offset by a net decrease in specific allowances on loans of $594,000), and an increase of $919,000 in the collectively determined portion of the allowance. In the third quarter 2021, C&N recorded a partial charge-off of $1,194,000 on a commercial loan with an outstanding balance of $3,496,000 at the time of the charge-off.

Noninterest income of $5,651,000 in the third quarter 2022 decreased $708,000 from the third quarter 2021 amount. Significant variances included the following:

Ø Net gains from sales of loans of $131,000 decreased $666,000 from the third quarter 2021, reflecting a reduction in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $1,105,000 decreased $144,000 from the third quarter 2021. In the third quarter 2022, C&N recorded accrued refunds of consumer overdraft fees totaling $290,000 as the result of updated regulatory guidance on certain overdraft fees.

Ø Brokerage and insurance revenue of $696,000 increased $136,000 from the third quarter 2021, due to commissions on higher transaction volume.

Noninterest expense of $17,443,000 in the third quarter 2022 increased $2,097,000 from the third quarter 2021 amount. Significant variances included the following:  

Ø Salaries and employee benefits of $10,826,000 increased $1,399,000 from the third quarter 2021 total, including an increase in base salaries expense of $992,000. 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 21 (5.4%) to 412 in the third quarter 2022 as compared to the third quarter 2021. Also within this category, there was an increase in health care expense of $220,000 due to higher claims on C&N’s partially self-insured plan.

Ø Net occupancy and equipment expense of $1,498,000 increased $281,000 from the third quarter 2021 total, including accelerated depreciation expense of $205,000 related to planned closures of two branches in November 2022.

Ø Data processing and telecommunications of $1,719,000 increased $244,000 from the third 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.

3


The income tax provision was $858,000, or 16.1% of pre-tax income for the third quarter 2022, down from $1,566,000, or 17.5% of pre-tax income for the third quarter 2021. The decrease in income tax provision reflected the decrease in pre-tax income of $3,652,000.

Nine Months Ended September 30, 2022 as Compared to Nine Months Ended September 30, 2021

Net income for the nine-month period ended September 30, 2022 was $18,839,000, or $1.21 per diluted share, while net income for the first nine months of 2021 was $23,246,000 or $1.46 per diluted share. Significant variances were as follows:

For the nine-month period ended September 30, 2022, net interest income of $60,836,000 was $2,613,000 higher than in the same period in 2021. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $2,883,000 in 2022 as compared to 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $192.7 million. Total interest and fees on loans increased $623,000 in 2022 as compared to 2021. Interest and fees on loans included $1,585,000 in 2022 and $35,000 in 2021 from repayments received on purchased credit impaired loans in excess of previous carrying amounts. Total interest and fees from PPP loans were $899,000 in 2022, a decrease of $3,987,000 from the 2021 total of $4,886,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $1,347,000 in 2022 as compared to a net positive impact of $2,228,000 in 2021. Average outstanding loans decreased $6.9 million, including a reduction in average PPP loans of $106.2 million. Average loans, excluding PPP loans, were up $99.3 million (6.6%) in the first nine months of 2022 as compared to the first nine months of 2021. Average total deposits increased $68.6 million (3.6%) in comparing the first nine months of 2022 over the total for the first nine months of 2021.

For the first nine months of 2022, the provision for loan losses was $4,993,000, an increase in expense of $2,460,000 as compared to $2,533,000 recorded in the first nine months of 2021. The provision for the first nine months of 2022 includes $2,047,000 related to specific loans (net decrease in specific allowances on loans of $313,000 and net charge-offs of $2,360,000), an increase of $2,617,000 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 nine months of 2021 includes $1,176,000 related to specific loans (net charge-offs of $1,218,000 and a decrease in specific allowances on loans of $42,000), an increase of $1,271,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion.

Noninterest income of $18,302,000 for the first nine months of 2022 decreased $1,139,000 from the total for the first nine months of 2021. Significant variances included the following:

Ø Net gains from sales of loans of $733,000 decreased $2,053,000 reflecting a reduction in volume of residential mortgage loans sold.

Ø Brokerage and insurance revenue of $1,784,000 increased $392,000, due to commissions on higher transaction volumes.

Ø Service charges on deposit accounts of $3,662,000 increased $325,000 as the volume of consumer and business overdraft and other activity increased partially offset by the impact of accrued refunds of $290,000 related to consumer overdraft fees.

Ø Loan servicing fees, net of $757,000 increased $210,000, reflecting growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights increased $128,000 in 2022 as compared to a decrease of $9,000 in 2021 mainly due to changes in assumptions related to prepayments of mortgage loans.

4


Ø Other noninterest income totaled $2,666,000, a decrease of $171,000. Within this category, the fair value of a marketable equity security decreased $114,000 in 2022 as compared to a decrease of $19,000 in 2021.

Noninterest expense of $51,368,000 for the first nine months of 2022 increased $4,914,000 from the total for the first nine months of 2021. Significant variances included the following:  

Ø Salaries and employee benefits of $31,698,000 increased $3,877,000, including an increase in base salaries expense of $2.8 million reflecting merit-based salary increases and an increase in number of personnel related to expansion of the Southcentral PA market with the opening of an office in Lancaster. Additional increases include an increase in health care expense of $665,000 due to higher claims on C&N’s partially self-insured plan, $227,000 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, and $204,000 related to payroll taxes. Decreases include a reduction in estimated cash and stock-based incentive compensation expense of $126,000 and severance expense of $248,000 in 2021 with no comparable amount in 2022.

Ø Data processing and telecommunications of $5,062,000 increased $720,000, 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 $4,217,000 increased $477,000, including computer supplies and repairs and maintenance related to IT and Digital departments and increases related to a new branch location in Lancaster, PA as well as accelerated depreciation expense of $205,000 related to planned closures of two branches in November 2022.

Ø Professional fees of $1,490,000 decreased $193,000, mainly due to decreases in recruiting services and PPP loan processing-related professional fees.

The income tax provision of $3,959,000, or 17.4% of pre-tax income for the nine months ended September 30, 2022 decreased $1,497,000 from $5,456,000, or 19.0% of pre-tax income for the nine months ended September 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 the $301,000 reduction in expense from the reversal of tax penalties being non-taxable.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,400,180,000 at September 30, 2022, down from $2,410,718,000 at June 30, 2022 and up from $2,354,896,000 at September 30, 2021.

Cash & due from banks totaled $64,044,000 at September 30, 2022, down from $69,187,000 at June 30, 2022 and $198,995,000 at September 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 decreased to $559,837,000 at September 30, 2022 from $572,794,000 at June 30, 2022 and increased from $429,883,000 at September 30, 2021. The fair value of available-for-sale debt securities at September 30, 2022 was lower than the amortized cost basis by $71,857,000, or 12.8%. In comparison, the aggregate unrealized loss position was $45,957,000 (8.0%) at June 30, 2022 and there was an unrealized gain of $7,974,000 (1.9%) at September 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 September 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.

5


Deferred tax asset, net totaled $22,327,000 at September 30, 2022, up from $16,331,000 at June 30, 2022 and $5,128,000 at September 30, 2021. The increase in the deferred tax asset, net included the impact of deferred tax on the unrealized loss on available-for-sale debt securities referred to above.

Net loans outstanding (excluding mortgage loans held for sale) were $1,674,076,000 at September 30, 2022, up 1.9% or 7.6% annualized from $1,643,057,000 at June 30, 2022 and up 7.1% from $1,563,008,000 at September 30, 2021. Loans outstanding, excluding PPP loans, totaled $1,688,211,000 at September 30, 2022, an increase of $36,859,000 (2.2%) from total loans excluding PPP loans at June 30, 2022 and an increase of $175,231,000 (11.6%) from total loans excluding PPP loans at September 30, 2021. In comparing outstanding balances at September 30, 2022 and 2021, total commercial loans were up $103.0 million (10.5%), reflecting a reduction in PPP loans of $60.7 million and an increase in other commercial loans of $163.7 million, total residential mortgage loans were higher by $11.1 million (1.9%) and total consumer loans were up $0.4 million (2.1%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $331.7 million at September 30, 2022, up $0.3 million (0.9%) from September 30, 2021.

Total nonperforming assets as a percentage of total assets was 0.87% at September 30, 2022, up from 0.62% at June 30, 2022 and down from 1.05% at September 30, 2021. Total nonperforming assets were $20.9 million at September 30, 2022, up from $14.8 million at June 30, 2022 and down from $24.6 million at September 30, 2021. Similarly, total impaired loans increased to $13.3 million at September 30, 2022 from $8.6 million at June 30, 2022 and decreased from $18.0 million at September 30, 2021. The increase in impaired loans and nonperforming assets at September 30, 2022 as compared to June 30, 2022 included the impact of classifying the commercial real estate secured loan referred to above with a carrying balance of $4.8 million net of charge-off at September 30, 2022 as impaired and nonperforming.

The allowance for loan losses was $16.2 million at September 30, 2022, or 0.96% of total loans as compared to $14.5 million or 0.88% of total loans at June 30, 2022 and $12.7 million or 0.81% of total loans at September 30, 2021. The increase in the allowance for loan losses at September 30, 2022 includes the impact of an increase in the collectively determined portion of the allowance due to several factors, including an increase in the net charge-off experience factor reflecting the $2,160,000 partial charge-off referred to above. 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 September 30, 2022 was $18.3 million, or 1.08% of total loans receivable and the credit adjustment. The comparative ratios were 1.02% at June 30, 2022, and 1.05% at September 30, 2021.

Deposits totaled $2,039,595,000 at September 30, 2022, up 3.8% from $1,964,270,000 at June 30, 2022 and up 5.1% from $1,940,141,000 at September 30, 2021.

Borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $97,249,000 at September 30, 2022, down from $166,119,000 at June 30, 2022 and up from $88,228,000 at September 30, 2021. Overnight Federal Home Loan Bank borrowings decreased to $0 at September 30, 2022 from $88.5 million at June 30, 2022.

Total stockholders’ equity was $238,789,000 at September 30, 2022, down from $258,619,000 at June 30, 2022 and $299,402,000 at September 30, 2021. Within stockholders’ equity, the portion of accumulated other comprehensive (loss) related to available-for-sale debt securities was ($56,766,000) at September 30, 2022 and ($36,307,000) at June 30, 2022, as compared to accumulated other comprehensive income of $6,300,000 at September 30, 2021. The decrease in stockholders’ equity at September 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.

6


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 third quarter 2022, 10,269 shares were repurchased for a total cost of $246,000, at an average price of $23.97 per share. Cumulatively through September 30, 2022, 674,700 shares have been repurchased for a total cost of $16,586,000, at an average price of $24.58 per share.

Citizens & Northern Bank is subject to various regulatory capital requirements. At September 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 $1,003,785,000 at September 30, 2022, down 4.9% from $1,055,290,000 at June 30, 2022 and 15.2% from $1,183,900,000 at September 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 $309,000, $312,000, and $292,000 for the third quarter 2022, second quarter 2022 and third quarter 2021, respectively. The excess of net interest income over the amounts reported under U.S. GAAP were $923,000 for the nine months ended September 30, 2022 and $833,000 for the nine months ended September 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.

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EX-99.2 3 cznc-20221020xex99d2.htm EX-99.2

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

Graphic

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

3RD

    

3RD

    

    

    

    

 

QUARTER

QUARTER

 

2022

2021

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

23,710

$

21,073

$

2,637

 

12.51

%

Interest Expense

 

2,831

 

1,614

 

1,217

 

75.40

%

Net Interest Income

 

20,879

 

19,459

 

1,420

 

7.30

%

Provision for Loan Losses

 

3,794

 

1,530

 

2,264

 

147.97

%

Net Interest Income After Provision for Loan Losses

 

17,085

 

17,929

 

(844)

 

(4.71)

%

Noninterest Income

 

5,651

 

6,359

 

(708)

 

(11.13)

%

Net Gains on Available-for-sale Debt Securities

 

20

 

23

 

(3)

 

(13.04)

%

Noninterest Expense

 

17,443

 

15,346

 

2,097

 

13.66

%

Income Before Income Tax Provision

 

5,313

 

8,965

 

(3,652)

 

(40.74)

%

Income Tax Provision

 

858

 

1,566

 

(708)

 

(45.21)

%

Net Income

$

4,455

$

7,399

$

(2,944)

 

(39.79)

%

Net Income Attributable to Common Shares (1)

$

4,416

$

7,336

$

(2,920)

 

(39.80)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.29

$

0.47

$

(0.18)

 

(38.30)

%

Net Income - Diluted

$

0.29

$

0.47

$

(0.18)

 

(38.30)

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,364,075

 

15,703,932

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,367,189

 

15,710,345

 

  

 

  

NINE MONTHS ENDED

 

September 30, 

 

2022

2021

 

    

(Current)

    

(Prior Year)

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

66,792

$

63,255

$

3,537

 

5.59

%

Interest Expense

 

5,956

 

5,032

 

924

 

18.36

%

Net Interest Income

 

60,836

 

58,223

 

2,613

 

4.49

%

Provision for Loan Losses

 

4,993

 

2,533

 

2,460

 

97.12

%

Net Interest Income After Provision for Loan Losses

 

55,843

 

55,690

 

153

 

0.27

%

Noninterest Income

 

18,302

 

19,441

 

(1,139)

 

(5.86)

%

Net Gains on Available-for-sale Debt Securities

 

21

 

25

 

(4)

 

(16.00)

%

Noninterest Expense

 

51,368

 

46,454

 

4,914

 

10.58

%

Income Before Income Tax Provision

 

22,798

 

28,702

 

(5,904)

 

(20.57)

%

Income Tax Provision

 

3,959

 

5,456

 

(1,497)

 

(27.44)

%

Net Income

$

18,839

$

23,246

$

(4,407)

 

(18.96)

%

Net Income Attributable to Common Shares (1)

$

18,670

$

23,057

$

(4,387)

 

(19.03)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

1.21

$

1.46

$

(0.25)

 

(17.12)

%

Net Income - Diluted

$

1.21

$

1.46

$

(0.25)

 

(17.12)

%

Dividends Per Share

$

0.84

$

0.83

$

0.01

 

1.20

%

Number of Shares Used in Computation - Basic

 

15,482,672

 

15,806,897

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,485,948

 

15,813,129

 

  

 

  

(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)

September 30, 

September 30, 

 

    

2022

    

2021

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

64,044

$

198,995

$

(134,951)

 

(67.82)

%

Available-for-sale Debt Securities

 

487,980

 

437,857

 

50,123

 

11.45

%

Loans, Net

 

1,674,076

 

1,563,008

 

111,068

 

7.11

%

Bank-Owned Life Insurance

31,075

30,530

545

1.79

%

Bank Premises and Equipment, Net

21,881

20,526

1,355

6.60

%

Deferred Tax Asset, Net

22,327

5,128

17,199

335.39

%

Intangible Assets

 

55,492

 

55,955

 

(463)

 

(0.83)

%

Other Assets

 

43,305

 

42,897

 

408

 

0.95

%

TOTAL ASSETS

$

2,400,180

$

2,354,896

$

45,284

 

1.92

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,039,595

$

1,940,141

$

99,454

 

5.13

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

57,920

 

40,555

 

17,365

 

42.82

%

Senior Notes, Net

14,749

14,685

64

 

0.44

%

Subordinated Debt, Net

 

24,580

 

32,988

 

(8,408)

 

(25.49)

%

Other Liabilities

 

24,547

 

27,125

 

(2,578)

 

(9.50)

%

TOTAL LIABILITIES

 

2,161,391

 

2,055,494

 

105,897

 

5.15

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive (Loss) Income

 

295,258

 

292,997

 

2,261

 

0.77

%

Accumulated Other Comprehensive (Loss) Income:

 

  

 

  

 

  

 

  

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

 

(56,766)

 

6,300

 

(63,066)

 

(1,001.05)

%

Defined Benefit Plans

 

297

 

105

 

192

 

182.86

%

TOTAL STOCKHOLDERS' EQUITY

 

238,789

 

299,402

 

(60,613)

 

(20.24)

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,400,180

$

2,354,896

$

45,284

 

1.92

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

4,455

$

7,399

 

(39.79)

%

Return on Average Assets (Annualized)

 

0.74

%  

 

1.26

%  

(41.27)

%

Return on Average Equity (Annualized)

 

6.85

%  

 

9.77

%  

(29.89)

%

    

AS OF OR FOR THE

    

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

18,839

$

23,246

 

(18.96)

%

Return on Average Assets (Annualized)

 

1.06

%  

 

1.34

%  

(20.90)

%

Return on Average Equity (Annualized)

 

9.20

%  

 

10.28

%  

(10.51)

%

BALANCE SHEET HIGHLIGHTS

 

  

 

  

 

  

Total Assets

$

2,400,180

$

2,354,896

 

1.92

%

Available-for-Sale Debt Securities

 

487,980

 

437,857

 

11.45

%

Loans, Net

 

1,674,076

 

1,563,008

 

7.11

%

Allowance for Loan Losses

 

16,170

 

12,700

 

27.32

%

Deposits

 

2,039,595

 

1,940,141

 

5.13

%

OFF-BALANCE SHEET

 

  

 

  

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

331,675

$

328,659

 

0.92

%

Trust Assets Under Management

 

1,003,785

 

1,183,900

 

(15.21)

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

1.21

$

1.46

 

(17.12)

%

Net Income - Diluted

$

1.21

$

1.46

 

(17.12)

%

Dividends

$

0.84

$

0.83

 

1.20

%

Common Book Value

$

15.41

$

19.01

 

(18.94)

%

Tangible Common Book Value (a)

$

11.83

$

15.46

 

(23.48)

%

Market Value (Last Trade)

$

24.18

$

25.26

 

(4.28)

%

Market Value / Common Book Value

 

156.91

%  

 

132.88

%  

18.08

%

Market Value / Tangible Common Book Value

 

204.40

%  

 

163.39

%  

25.10

%

Price Earnings Multiple (Annualized)

 

15.02

 

12.95

 

15.98

%

Dividend Yield (Annualized)

 

4.63

%  

 

4.39

%  

5.47

%

Common Shares Outstanding, End of Period

 

15,500,416

 

15,750,250

 

(1.59)

%

3


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2022

    

2021

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (a)

 

7.82

%  

10.59

%  

(26.16)

%

Nonperforming Assets / Total Assets

 

0.87

%  

1.05

%  

(17.14)

%

Allowance for Loan Losses / Total Loans

 

0.96

%  

0.81

%  

18.52

%

Total Risk Based Capital Ratio (b)

 

15.86

%  

18.57

%  

(14.59)

%

Tier 1 Risk Based Capital Ratio (b)

 

13.53

%  

15.53

%  

(12.88)

%

Common Equity Tier 1 Risk Based Capital Ratio (b)

 

13.53

%  

15.53

%  

(12.88)

%

Leverage Ratio (b)

 

10.04

%  

10.34

%  

(2.90)

%

AVERAGE BALANCES

Average Assets

$

2,359,863

$

2,310,531

 

2.14

%

Average Equity

$

273,129

$

301,474

 

(9.40)

%

EFFICIENCY RATIO (c)

Net Interest Income on a Fully Taxable-Equivalent

Basis (c)

$

61,759

$

59,056

 

4.58

%

Noninterest Income

 

18,302

 

19,441

 

(5.86)

%

Total (1)

$

80,061

$

78,497

 

1.99

%

Noninterest Expense (2)

$

51,368

$

46,454

 

10.58

%

Efficiency Ratio = (2)/(1)

 

64.16

%  

 

59.18

%  

8.42

%

(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

    

$

2,400,180

    

$

2,354,896

Less: Intangible Assets, Primarily Goodwill

 

(55,492)

 

(55,955)

Tangible Assets

$

2,344,688

$

2,298,941

Total Stockholders' Equity

$

238,789

$

299,402

Less: Intangible Assets, Primarily Goodwill

 

(55,492)

 

(55,955)

Tangible Common Equity (3)

$

183,297

$

243,447

Common Shares Outstanding, End of Period (4)

 

15,500,416

 

15,750,250

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

$

11.83

$

15.46

(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 :

September 30, 

    

June 30, 

    

March 31, 

    

December 31,

    

September 30, 

    

June 30, 

    

March 31, 

2022

2022

2022

2021

2021

2021

2021

Interest income

$

23,710

$

21,309

$

21,773

$

21,246

$

21,073

$

20,428

$

21,754

Interest expense

 

2,831

 

1,684

 

1,441

 

1,530

 

1,614

 

1,747

 

1,671

Net interest income

 

20,879

 

19,625

 

20,332

 

19,716

 

19,459

 

18,681

 

20,083

Provision for loan losses

 

3,794

 

308

 

891

 

1,128

 

1,530

 

744

 

259

Net interest income after provision for loan losses

 

17,085

 

19,317

 

19,441

 

18,588

 

17,929

 

17,937

 

19,824

Noninterest income

 

5,651

 

6,830

 

5,821

 

6,416

 

6,359

 

6,300

 

6,782

Net gains (losses) on securities

 

20

 

(1)

 

2

 

(1)

 

23

 

2

 

0

Noninterest expense

 

17,443

 

17,039

 

16,886

 

16,018

 

15,346

 

15,399

 

15,709

Income before income tax provision

 

5,313

 

9,107

 

8,378

 

8,985

 

8,965

 

8,840

 

10,897

Income tax provision

 

858

 

1,618

 

1,483

 

1,677

 

1,566

 

1,780

 

2,110

Net income

$

4,455

$

7,489

$

6,895

$

7,308

$

7,399

$

7,060

$

8,787

Net income attributable to common shares

$

4,416

$

7,419

$

6,835

$

7,256

$

7,336

$

6,999

$

8,722

Basic earnings per common share

$

0.29

$

0.48

$

0.44

$

0.46

$

0.47

$

0.44

$

0.55

Diluted earnings per common share

$

0.29

$

0.48

$

0.44

$

0.46

$

0.47

$

0.44

$

0.55

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

    

    

September 30,

    

June 30,

    

March 31,

    

December 31,

    

September 30,

    

June 30,

    

March 31,

2022

2022

2022

2021

2021

2021

2021

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

64,044

$

69,187

$

114,346

$

104,948

$

198,995

$

208,860

$

207,145

Available-for-Sale Debt Securities

 

487,980

 

526,837

 

532,913

 

517,679

 

437,857

 

391,881

 

366,376

Loans, Net

 

1,674,076

 

1,643,057

 

1,523,919

 

1,551,312

 

1,563,008

 

1,585,481

 

1,602,926

Bank-Owned Life Insurance

31,075

30,941

30,805

30,670

30,530

30,391

30,247

Bank Premises and Equipment, Net

21,881

21,829

21,169

20,683

20,526

20,620

20,740

Deferred Tax Asset, Net

22,327

16,331

11,818

5,887

5,128

3,408

3,530

Intangible Assets

 

55,492

 

55,602

 

55,711

 

55,821

 

55,955

 

56,088

 

56,222

Other Assets

 

43,305

 

46,934

 

39,690

 

40,648

 

42,897

 

42,334

 

46,409

TOTAL ASSETS

$

2,400,180

$

2,410,718

$

2,330,371

$

2,327,648

$

2,354,896

$

2,339,063

$

2,333,595

LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Deposits

$

2,039,595

$

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

 

57,920

 

126,833

 

22,938

 

29,845

 

40,555

 

46,450

 

60,230

Senior Notes, Net

14,749

14,733

14,717

14,701

14,685

14,670

0

Subordinated Debt, Net

 

24,580

 

24,553

 

33,031

 

33,009

 

32,988

 

32,967

 

16,534

Other Liabilities

 

24,547

 

21,710

 

22,525

 

23,628

 

27,125

 

24,034

 

32,850

TOTAL LIABILITIES

 

2,161,391

 

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

 

295,258

 

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

 

(56,766)

 

(36,307)

 

(20,492)

 

4,809

 

6,300

 

9,167

 

6,847

Defined Benefit Plans

 

297

 

305

 

314

 

217

 

105

 

109

 

112

TOTAL STOCKHOLDERS' EQUITY

 

238,789

 

258,619

 

276,208

 

301,405

 

299,402

 

304,133

 

300,056

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,400,180

$

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)

    

September 30, 2022

June 30, 2022

December 31, 2021

September 30, 2021

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

35,155

$

31,599

$

38,151

$

35,774

$

25,058

$

24,912

$

25,088

$

25,068

Obligations of U.S. Government agencies

23,939

21,389

24,454

22,785

23,936

24,091

23,935

24,312

Bank holding company debt securities

28,944

25,432

28,942

27,415

18,000

17,987

0

0

Obligations of states and political subdivisions:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Tax-exempt

 

146,847

 

126,710

 

152,063

 

139,400

 

143,427

 

148,028

 

135,362

 

139,244

Taxable

 

69,902

 

58,317

 

72,204

 

63,898

 

72,182

 

72,765

 

69,426

 

70,493

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

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Residential pass-through securities

 

116,833

 

102,739

 

114,367

 

106,043

 

98,048

 

98,181

 

59,920

 

60,629

Residential collateralized mortgage obligations

 

44,075

 

39,632

 

47,295

 

44,761

 

44,015

 

44,247

 

43,811

 

44,593

Commercial mortgage-backed securities

 

89,349

 

77,383

 

95,318

 

86,761

 

86,926

 

87,468

 

72,341

 

73,518

Private label commercial mortgage-backed securities

4,793

4,779

0

0

0

0

0

0

Total Available-for-Sale Debt Securities

$

559,837

$

487,980

$

572,794

$

526,837

$

511,592

$

517,679

$

429,883

$

437,857

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

September 30, 

    

June 30, 

    

December 31, 

    

September 30, 

2022

2022

2021

2021

Commercial:

 

  

 

  

 

  

 

  

Commercial loans secured by real estate

$

658,861

$

656,892

$

569,840

$

553,389

Commercial and industrial

 

172,258

 

171,999

 

159,073

 

152,244

Paycheck Protection Program - 1st Draw

 

24

 

44

 

1,356

 

5,747

Paycheck Protection Program - 2nd Draw

2,011

6,208

25,508

56,981

Political subdivisions

 

83,725

 

87,512

 

81,301

 

73,503

Commercial construction and land

 

76,194

 

58,786

 

60,579

 

53,267

Loans secured by farmland

 

12,839

 

12,967

 

11,121

 

10,812

Multi-family (5 or more) residential

 

59,315

 

53,753

 

50,089

 

52,962

Agricultural loans

 

2,492

 

2,628

 

2,351

 

3,092

Other commercial loans

 

14,636

 

15,767

 

17,153

 

17,312

Total commercial

 

1,082,355

 

1,066,556

 

978,371

 

979,309

Residential mortgage:

 

  

 

  

 

  

 

  

Residential mortgage loans - first liens

492,854

482,505

483,629

494,376

Residential mortgage loans - junior liens

 

24,208

 

23,036

 

23,314

 

24,303

Home equity lines of credit

 

42,972

 

40,887

 

39,252

 

38,465

1-4 Family residential construction

 

29,950

 

26,071

 

23,151

 

21,719

Total residential mortgage

 

589,984

 

572,499

 

569,346

 

578,863

Consumer

 

17,907

 

18,549

 

17,132

 

17,536

Total

 

1,690,246

 

1,657,604

 

1,564,849

 

1,575,708

Less: allowance for loan losses

 

(16,170)

 

(14,547)

 

(13,537)

 

(12,700)

Loans, net

$

1,674,076

$

1,643,057

$

1,551,312

$

1,563,008

7


ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(In Thousands)

    

3 Months

    

3 Months

    

9 Months

    

9 Months

Ended

Ended

Ended

Ended

September 30, 

June 30,

September 30, 

September 30,

2022

2022

2022

2021

Balance, beginning of period

$

14,547

$

14,271

$

13,537

$

11,385

Charge-offs

 

(2,196)

 

(41)

 

(2,417)

 

(1,278)

Recoveries

 

25

 

9

 

57

 

60

Net charge-offs

 

(2,171)

 

(32)

 

(2,360)

 

(1,218)

Provision for loan losses

 

3,794

 

308

 

4,993

 

2,533

Balance, end of period

$

16,170

$

14,547

$

16,170

$

12,700

PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

(Dollars In Thousands)

    

September 30, 

    

June 30,

    

December 31,

    

September 30, 

 

2022

2022

2021

2021

 

Impaired loans with a valuation allowance

$

8,156

$

3,392

$

6,540

$

7,225

Impaired loans without a valuation allowance

1,370

1,376

2,636

4,165

Purchased credit impaired loans

 

3,783

 

3,879

 

6,558

 

6,624

Total impaired loans

$

13,309

$

8,647

$

15,734

$

18,014

Total loans past due 30-89 days and still accruing

$

3,041

$

5,082

$

5,106

$

2,139

Nonperforming assets:

 

  

 

  

 

  

 

  

Purchased credit impaired loans

$

3,783

$

3,879

$

6,558

$

6,624

Other nonaccrual loans

13,176

7,763

12,441

14,717

Total nonaccrual loans

16,959

11,642

18,999

21,341

Total loans past due 90 days or more and still accruing

 

3,499

 

2,694

 

2,219

 

1,924

Total nonperforming loans

 

20,458

 

14,336

 

21,218

 

23,265

Foreclosed assets held for sale (real estate)

 

454

 

505

 

684

 

1,374

Total nonperforming assets

$

20,912

$

14,841

$

21,902

$

24,639

Loans subject to troubled debt restructurings (TDRs):

 

  

 

  

 

  

 

  

Performing

$

231

$

239

$

288

$

232

Nonperforming

 

3,960

 

3,965

 

5,517

 

5,591

Total TDRs

$

4,191

$

4,204

$

5,805

$

5,823

Total nonperforming loans as a % of total loans

 

1.21

%  

 

0.86

%  

 

1.36

%  

 

1.48

%

Total nonperforming assets as a % of assets

 

0.87

%  

 

0.62

%  

 

0.94

%  

 

1.05

%

Allowance for loan losses as a % of total loans

 

0.96

%  

 

0.88

%  

 

0.87

%  

 

0.81

%

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

1.08

%  

1.02

%  

1.08

%  

1.05

%

Allowance for loan losses as a % of nonperforming loans

 

79.04

%  

 

101.47

%  

 

63.80

%  

 

54.59

%

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

$

2,095

$

2,403

$

3,335

$

3,836

Allowance for loan losses

16,170

14,547

13,537

12,700

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

$

18,265

$

16,950

$

16,872

$

16,536

Total loans receivable

$

1,690,246

$

1,657,604

$

1,564,849

$

1,575,708

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

 

2,095

 

2,403

 

3,335

 

3,836

Total (2)

$

1,692,341

$

1,660,007

$

1,568,184

$

1,579,544

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

 

1.08

%  

 

1.02

%  

 

1.08

%  

 

1.05

%

8


ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)

Three Months Ended

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

2022

2022

2021

2022

2021

Market Rate Adjustment

 

  

  

 

  

 

  

 

  

Adjustments to gross amortized cost of loans at beginning of period

$

(866)

$

(885)

$

(5)

$

(637)

$

718

Accretion (amortization) recognized in interest income

5

19

(368)

(224)

(1,091)

Adjustments to gross amortized cost of loans at end of period

$

(861)

$

(866)

$

(373)

$

(861)

$

(373)

Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$

(2,403)

$

(2,782)

$

(4,502)

$

(3,335)

$

(5,979)

Accretion recognized in interest income

 

308

 

379

 

666

 

1,240

 

2,143

Adjustments to gross amortized cost of loans at end of period

$

(2,095)

$

(2,403)

$

(3,836)

$

(2,095)

$

(3,836)

PURCHASED CREDIT IMPAIRED (PCI) LOANS

(In Thousands)

September 30, 

June 30,

September 30, 

2022

2022

2021

Outstanding balance

$

5,564

$

5,766

$

10,064

Carrying amount

3,783

3,879

6,624

9


COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

    

2022

    

2022

    

2021

2022

    

2021

INTEREST INCOME

Interest-bearing due from banks

$

176

$

92

$

106

$

335

$

230

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,138

 

2,036

 

1,304

 

6,143

 

3,604

Tax-exempt

 

947

 

959

 

842

 

2,811

 

2,467

Total available-for-sale debt securities

 

3,085

 

2,995

 

2,146

 

8,954

 

6,071

Loans receivable:

 

 

Taxable

 

19,967

 

17,721

 

16,890

 

55,662

 

51,209

Paycheck Protection Program -1st Draw

4

11

618

53

3,289

Paycheck Protection Program - 2nd Draw

114

195

1,021

846

1,597

Tax-exempt

635

588

568

1,796

1,639

Total loans receivable

20,720

18,515

19,097

58,357

57,734

Other earning assets

38

19

16

69

53

Total Interest Income

24,019

21,621

21,365

67,715

64,088

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

487

308

230

989

686

Money market

639

369

269

1,270

895

Savings

66

64

58

191

170

Time deposits

780

389

506

1,562

1,807

Total interest-bearing deposits

1,972

1,130

1,063

4,012

3,558

Borrowed funds:

Short-term

179

122

0

302

22

Long-term - FHLB advances

332

55

87

436

330

Senior notes, net

119

120

118

357

175

Subordinated debt, net

229

257

346

849

947

Total borrowed funds

859

554

551

1,944

1,474

Total Interest Expense

2,831

1,684

1,614

5,956

5,032

Net Interest Income

$

21,188

$

19,937

$

19,751

$

61,759

$

59,056

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

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

2022

    

2022

    

2021

2022

    

2021

Net Interest Income Under U.S. GAAP

$

20,879

$

19,625

$

19,459

$

60,836

$

58,223

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

179

191

173

553

494

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

130

121

119

370

339

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

$

21,188

$

19,937

$

19,751

$

61,759

$

59,056

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

 

9/30/2022

Return/

6/30/2022

Return/

9/30/2021

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

34,465

 

2.03

%  

$

47,428

 

0.78

%  

$

195,359

 

0.22

%

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

 

  

 

  

 

  

 

  

 

 

Taxable

 

414,147

 

2.05

%  

 

419,824

 

1.95

%  

 

263,682

 

1.96

%

Tax-exempt

 

150,773

 

2.49

%  

 

151,753

 

2.53

%  

 

127,466

 

2.62

%

Total available-for-sale debt securities

 

564,920

 

2.17

%  

 

571,577

 

2.10

%  

 

391,148

 

2.18

%

Loans receivable:

 

  

 

  

 

  

 

  

 

 

  

Taxable

 

1,582,245

 

5.01

%  

 

1,494,165

 

4.76

%  

 

1,426,503

 

4.70

%

Paycheck Protection Program - 1st Draw

 

34

 

46.68

%  

 

707

 

6.24

%  

 

19,625

 

12.49

%

Paycheck Protection Program - 2nd Draw

4,661

9.70

%  

8,565

9.13

%  

68,108

5.95

%

Tax-exempt

 

87,330

 

2.88

%  

 

85,447

 

2.76

%  

 

77,621

 

2.90

%

Total loans receivable

 

1,674,270

 

4.91

%  

 

1,588,884

 

4.67

%  

 

1,591,857

 

4.76

%

Other earning assets

 

3,925

 

3.84

%  

 

2,321

 

3.28

%  

 

2,355

 

2.70

%

Total Earning Assets

 

2,277,580

 

4.18

%  

 

2,210,210

 

3.92

%  

 

2,180,719

 

3.89

%

Cash

 

23,731

 

  

 

23,114

 

  

 

24,436

 

  

Unrealized (loss) gain on securities

 

(44,559)

 

  

 

(36,675)

 

  

 

12,411

 

  

Allowance for loan losses

 

(14,914)

 

  

 

(14,509)

 

  

 

(12,688)

 

  

Bank-owned life insurance

30,991

30,857

30,445

Bank premises and equipment

 

21,874

 

  

 

21,556

 

  

 

20,620

 

  

Intangible assets

 

55,547

 

  

 

55,656

 

  

 

56,021

 

  

Other assets

 

57,012

 

  

 

55,735

 

  

 

43,947

 

  

Total Assets

$

2,407,262

 

  

$

2,345,944

 

  

$

2,355,911

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Interest checking

$

442,647

 

0.44

%  

$

431,997

 

0.29

%  

$

423,371

 

0.22

%

Money market

 

438,770

 

0.58

%  

 

449,656

 

0.33

%  

 

446,385

 

0.24

%

Savings

 

261,422

 

0.10

%  

 

255,578

 

0.10

%  

 

231,093

 

0.10

%

Time deposits

 

298,628

 

1.04

%  

 

268,753

 

0.58

%  

 

312,979

 

0.64

%

Total interest-bearing deposits

 

1,441,467

 

0.54

%  

 

1,405,984

 

0.32

%  

 

1,413,828

 

0.30

%

Borrowed funds:

 

  

 

 

  

 

 

  

 

Short-term

 

33,970

 

2.09

%  

 

36,848

 

1.33

%  

 

2,185

 

0.00

%

Long-term - FHLB advances

 

51,628

 

2.55

%  

 

19,516

 

1.13

%  

 

41,083

 

0.84

%

Senior notes, net

 

14,741

 

3.20

%  

 

14,725

 

3.27

%  

 

14,674

 

3.19

%

Subordinated debt, net

 

24,566

 

3.70

%  

 

26,476

 

3.89

%  

 

32,978

 

4.16

%

Total borrowed funds

 

124,905

 

2.73

%  

 

97,565

 

2.28

%  

 

90,920

 

2.40

%

Total Interest-bearing Liabilities

 

1,566,372

 

0.72

%  

 

1,503,549

 

0.45

%  

 

1,504,748

 

0.43

%

Demand deposits

 

557,116

 

  

 

557,007

 

  

 

522,930

 

  

Other liabilities

 

23,588

 

  

 

20,066

 

  

 

25,386

 

  

Total Liabilities

 

2,147,076

 

  

 

2,080,622

 

  

 

2,053,064

 

  

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

 

295,086

 

  

 

293,985

 

  

 

292,936

 

  

Accumulated other comprehensive (loss) income

 

(34,900)

 

  

 

(28,663)

 

  

 

9,911

 

  

Total Stockholders' Equity

 

260,186

 

  

 

265,322

 

  

 

302,847

 

  

Total Liabilities and Stockholders' Equity

$

2,407,262

 

  

$

2,345,944

 

  

$

2,355,911

 

  

Interest Rate Spread

 

3.46

%  

 

3.47

%  

 

  

 

3.46

%

Net Interest Income/Earning Assets

3.69

%  

3.62

%  

3.59

%

Total Deposits (Interest-bearing and Demand)

$

1,998,583

 

  

$

1,962,991

 

  

$

1,936,758

 

  

(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)

    

9 Months

    

    

9 Months

    

 

Ended

Rate of

Ended

Rate of

 

9/30/2022

Return/

9/30/2021

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

  

 

Interest-bearing due from banks

$

55,154

 

0.81

%  

$

157,231

 

0.20

%

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

 

  

 

  

 

  

 

  

Taxable

 

408,178

 

2.01

%  

 

241,716

 

1.99

%

Tax-exempt

 

148,977

 

2.52

%  

 

122,736

 

2.69

%

Total available-for-sale debt securities

 

557,155

 

2.15

%  

 

364,452

 

2.23

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,507,756

 

4.94

%  

 

1,424,457

 

4.81

%

Paycheck Protection Program - 1st Draw

 

593

 

11.95

%  

 

58,900

 

7.47

%

Paycheck Protection Program - 2nd Draw

10,294

10.99

%  

58,173

3.67

%

Tax-exempt

 

85,492

 

2.81

%  

 

69,502

 

3.15

%

Total loans receivable

 

1,604,135

 

4.86

%  

 

1,611,032

 

4.79

%

Other earning assets

 

2,750

 

3.35

%  

 

2,556

 

2.77

%

Total Earning Assets

 

2,219,194

 

4.08

%  

 

2,135,271

 

4.01

%

Cash

 

22,527

 

24,564

 

  

Unrealized (loss) gain on securities

 

(28,068)

 

11,831

 

  

Allowance for loan losses

 

(14,406)

 

(12,143)

 

  

Bank-owned life insurance

30,857

30,301

Bank premises and equipment

 

21,494

 

20,860

 

  

Intangible assets

 

55,655

 

56,153

 

  

Other assets

 

52,610

 

43,694

 

  

Total Assets

$

2,359,863

$

2,310,531

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

431,344

 

0.31

%  

$

389,349

 

0.24

%

Money market

 

448,377

 

0.38

%  

 

428,985

 

0.28

%

Savings

 

255,433

 

0.10

%  

 

224,050

 

0.10

%

Time deposits

 

281,673

 

0.74

%  

 

339,558

 

0.71

%

Total interest-bearing deposits

 

1,416,827

 

0.38

%  

 

1,381,942

 

0.34

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

24,306

 

1.66

%  

 

7,648

 

0.38

%

Long-term - FHLB advances

 

32,509

 

1.79

%  

 

46,863

 

0.94

%

Senior notes, net

 

14,725

 

3.24

%  

 

7,255

 

3.23

%

Subordinated debt, net

 

27,966

 

4.06

%  

 

25,539

 

4.96

%

Total borrowed funds

 

99,506

 

2.61

%  

 

87,305

 

2.26

%

Total Interest-bearing Liabilities

 

1,516,333

 

0.53

%  

 

1,469,247

 

0.46

%

Demand deposits

 

547,836

 

514,081

 

  

Other liabilities

 

22,565

 

25,729

 

  

Total Liabilities

 

2,086,734

 

2,009,057

 

  

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

 

295,019

 

292,017

 

  

Accumulated other comprehensive (loss) income

 

(21,890)

 

9,457

 

  

Total Stockholders' Equity

 

273,129

 

301,474

 

  

Total Liabilities and Stockholders' Equity

$

2,359,863

$

2,310,531

 

  

Interest Rate Spread

 

3.55

%  

 

  

 

3.55

%

Net Interest Income/Earning Assets

 

3.72

%  

 

  

 

3.70

%

Total Deposits (Interest-bearing and Demand)

$

1,964,663

$

1,896,023

(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

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

    

2022

    

2022

    

2021

2022

2021

Trust revenue

$

1,744

$

1,715

$

1,821

$

5,245

$

5,254

Brokerage and insurance revenue

 

696

 

566

 

560

1,784

1,392

Service charges on deposit accounts

 

1,105

 

1,322

 

1,249

3,662

3,337

Interchange revenue from debit card transactions

 

1,031

 

1,056

 

975

3,050

2,854

Net gains from sales of loans

 

131

 

220

 

797

733

2,786

Loan servicing fees, net

 

189

 

358

 

153

757

547

Increase in cash surrender value of life insurance

 

133

 

137

 

139

405

434

Other noninterest income

 

622

 

1,456

 

665

2,666

2,837

Total noninterest income, excluding realized gains
on securities, net

$

5,651

$

6,830

$

6,359

$

18,302

$

19,441

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

    

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

2022

2022

2021

2022

2021

Salaries and employee benefits

$

10,826

$

10,265

$

9,427

$

31,698

$

27,821

Net occupancy and equipment expense

 

1,498

 

1,308

 

1,217

 

4,217

 

3,740

Data processing and telecommunications expenses

 

1,719

 

1,720

 

1,475

 

5,062

 

4,342

Automated teller machine and interchange expense

 

397

 

347

 

357

 

1,128

 

1,049

Pennsylvania shares tax

 

487

 

488

 

482

 

1,463

 

1,463

Professional fees

 

521

 

480

 

538

 

1,490

 

1,683

Other noninterest expense

 

1,995

 

2,431

 

1,850

 

6,310

 

6,356

Total noninterest expense

$

17,443

$

17,039

$

15,346

$

51,368

$

46,454

13