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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 20, 2023

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, 2023. On July 20, 2023, the Company issued a press release titled “C&N Declares Dividend and Announces First Quarter 2023 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 July 20, 2023, titled “C&N Declares Dividend and Announces Second Quarter 2023 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:  July 20, 2023

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20230720xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

July 20, 2023

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2023 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 six-month periods ended June 30, 2023. C&N’s principal activity is community banking, and the largest subsidiary is Citizens & Northern Bank (the “Bank”).

Highlights:

Second quarter 2023 net income of $6,043,000, or $0.39 diluted earnings per share. Net income for the six months ended June 30, 2023 of $12,296,000, or $0.80 diluted earnings per share.
Total loans receivable increased $69.4 million, or 15.9% (annualized) at June 30, 2023 from March 31, 2023. Average loans receivable increased 14.4% (annualized) during the second quarter 2023 from the first quarter 2023. Average loans receivable were higher by 12.0% for the six months ended June 30, 2023 as compared to the first six months of 2022.
Nonperforming loans totaled 0.77% of total loans at June 30, 2023, down from 0.81% at March 31, 2023 and 1.46% at December 31, 2022. Total nonperforming assets was 0.58% of total assets at June 30, 2023, down from 0.60% at March 31, 2023 and 1.04% at December 31, 2022.
Total deposits increased $94.1 million at June 30, 2023 from March 31, 2023, including an increase in brokered deposits of $55.5 million. Total deposits, excluding brokered deposits, were higher by 8.1% (annualized) from March 31, 2023.  Average total deposits increased 3.6% (annualized) during the second quarter 2023 from the first quarter 2023. Average total deposits were 0.4% lower for the six months ended June 30, 2023 as compared to the first six months of 2022.
At June 30, 2023, estimated uninsured and uncollateralized deposits totaled 21.4% of the Bank’s total deposits. C&N maintains highly liquid sources of available funds, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia and available federal funds lines with other banks, as well as available-for-sale debt securities with a fair value in excess of collateral obligations. At June 30, 2023, available funding from these sources totaled 181.6% of uninsured deposits and 254.1% of uninsured and uncollateralized deposits.

Dividend Declared and Unaudited Financial Information

On July 20, 2023, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on August 11, 2023 to shareholders of record as of July 31, 2023.

Highlights related to C&N’s second quarter and June 30, 2023 year-to-date unaudited U.S. GAAP earnings results as compared to results for the first quarter 2023, second quarter 2022 and six months ended June 30, 2022 are presented below.

Second Quarter 2023 as Compared to First Quarter 2023

Net income was $6,043,000, or $0.39 per diluted share, for the second quarter 2023 as compared to $6,253,000, or $0.40 per diluted share, in the first quarter 2023.

Net interest income of $20,362,000 in the second quarter 2023 was down $419,000 from the first quarter 2023. The net interest margin was 3.53% in the second quarter 2023, down from 3.71% in the first quarter

1


2023. The net interest spread decreased 0.32%, as the average rate on interest-bearing liabilities increased 0.50%, while the average yield on earning assets increased 0.18%.

The provision for credit losses was $812,000 as compared to a credit for credit losses (reduction in expense) of $352,000 in the first quarter 2023. The provision in the second quarter 2023 resulted mainly from an increase in the allowance for credit losses (ACL) attributable to commercial loan growth, while the credit for credit losses in the first quarter 2023 included the impact of reductions in the ACL due to a reduction in C&N’s historical net charge-off experience and an improvement in an external index based on commercial real estate values used in the calculation of the ACL.

Noninterest income totaled $6,635,000 in the second quarter 2023, up $1,026,000 from the first quarter 2023 total. Other noninterest income of $1,587,000 increased $816,000 from the first quarter 2023, including income of $721,000 recognized in the second quarter from tax credits related to donations with no corresponding amount recognized in the first quarter.

Noninterest expense of $18,722,000 in the second quarter 2023 decreased $365,000 from the first quarter 2023 amount. Significant variances included the following:  

Ø Salaries and employee benefits expense of $10,777,000 decreased $650,000 from the first quarter 2023, including a decrease in cash and stock-based incentive compensation expense of $482,000  based on an updated estimate of C&N’s interim results compared to earnings and other performance indicators used to determine incentive awards.

Ø Professional fees of $564,000 decreased $373,000. In the first quarter 2023, professional fees expense included $389,000 from conversion costs related to a change in C&N’s Wealth Management platform for providing brokerage and investment advisory services, with no corresponding charges in the second quarter.

Ø Other noninterest expense of $3,359,000 increased $852,000 from the first quarter 2023. Within this category, significant variances included the following:

Donations expense increased $761,000, reflecting the impact of donations totaling $800,000 made under the Pennsylvania Educational Improvement Tax Credit program in the second quarter which generated the income from tax credits of $721,000 noted above.
FDIC insurance expense totaled $386,000 in the second quarter 2023, an increase of $218,000 over the first quarter 2023 amount. The increase in expense reflects an increase of 0.02% in the base deposit insurance assessment rate schedules applicable to all FDIC-insured banks.  
There was a reduction in expense in the second quarter 2023 related to other operational losses of $82,000 as compared to expense of $206,000 in the first quarter. The reduction in the second quarter 2023 included recoveries and reductions in accruals previously recognized related to check fraud and Trust Department tax-related compliance matters.

Second Quarter 2023 as Compared to Second Quarter 2022

Second quarter 2023 net income was $6,043,000, or $0.39 per diluted share, as compared to $7,489,000, or $0.48 per diluted share, in the second quarter 2022. Significant variances were as follows:

Net interest income of $20,362,000 in the second quarter 2023 was higher than the second quarter 2022 total by $737,000. The increase in net interest income was mainly driven by loan growth, as average earning assets increased $131,391,000, with an increase in average loans of $198,967,000, or 12.5%, while the average amortized cost balance of available-for-sale debt securities decreased $49,013,000 and average interest-bearing due from banks decreased $17,567,000. Average total deposits decreased $14,586,000, or

2


0.7%, while average total borrowed funds increased $140,333,000. The net interest margin was 3.53% in the second quarter 2023, down from 3.62% in the second quarter 2022. The interest rate spread decreased 0.49%, as the average rate on interest-bearing liabilities increased 1.41%, while the average yield on earning assets increased 0.92%.

The provision for credit losses of $812,000 in the second quarter 2023 exceeded the second quarter 2022 amount by $504,000. The provision in the second quarter 2023 resulted mainly from an increase in the ACL attributable to commercial loan growth, while the lower second quarter 2022 provision included the impact of a net reduction related to specific loans of $271,000.

Noninterest income of $6,635,000 in the second quarter 2023 decreased $195,000 from the second quarter 2022 amount. Significant variances included the following:

Ø Brokerage and insurance revenue of $365,000 decreased $201,000 from the second quarter 2022, due to lower volume of new transactions.

Ø Loan servicing fees, net, of $190,000 decreased $168,000, as the fair value of servicing rights decreased $12,000 in the second quarter 2023 as compared to an increase of $150,000 in the second quarter 2022.

Ø Net gains from sale of loans of $139,000 decreased $81,000 from the second quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.

Ø Other noninterest income of $1,587,000 increased $131,000 from the second quarter 2022, including dividends on FHLB-Pittsburgh stock totaling $290,000, an increase of $131,000 from the second quarter 2022.

Ø Trust revenue of $1,804,000 increased $89,000, consistent with recent appreciation in the trading prices of many U.S. equity securities.

Noninterest expense of $18,722,000 in the second quarter 2023 increased $1,683,000 from the second quarter 2022 amount. Significant variances included the following:  

Ø Other noninterest expense of $3,359,000 increased $928,000 from the second quarter 2022. Within this category, significant variances included the following:
Legal fees totaled $327,000 in the second quarter 2023, an increase of $236,000 over the second quarter 2022 total, mainly due to fees incurred related to non-litigation-related corporate matters.
FDIC insurance expense increased $224,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
The reduction in expense related to other operational losses of $82,000 in the second quarter 2023, as previously described, was a lesser benefit by $158,000 as compared to a reduction in other operational losses of $240,000 in the second quarter 2022. The reduction in expense in the second quarter 2023 was related to check fraud and Trust Department tax-related compliance matters while most of the reduction in the second quarter 2022 was related to Trust Department tax compliance matters.
Ø Salaries and employee benefits expense of $10,777,000 increased $512,000 from the second quarter 2022, including an increase in base salaries expense of $555,000, or 8.0%. The increase in base salaries expense includes the effects of annual merit-based increases and an increase of 7 full-time employees to 412 at June 30, 2023 from 405 at June 30, 2022.

3


Ø Data processing and telecommunications of $1,900,000 increased $180,000 from the second quarter 2022, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø Professional fees of $564,000 increased $84,000, mainly due to increased costs related to commercial loan-related external credit reviews.

Six Months Ended June 30, 2023 as Compared to Six Months Ended June 30, 2022

Net income for the six-month period ended June 30, 2023 was $12,296,000, or $0.80 per diluted share, as compared to $14,384,000, or $0.92 per diluted share, for the first six months of 2022. Significant variances were as follows:

Net interest income totaled $41,143,000 in the six months ended June 30, 2023, an increase of $1,186,000 over the total for the first six months of 2022. Average earning assets increased $131,499,000, with an increase in average loans of $188,542,000, or 12.0%, while interest-bearing due from banks decreased $34,926,000 and the average amortized cost balance of available-for-sale debt securities decreased $21,227,000. Average total deposits decreased $7,609,000, or 0.4%, while average total borrowed funds increased $138,329,000. The net interest margin was 3.62% for the first six months of 2023, down from 3.74% in the corresponding period of 2022. The interest rate spread decreased 0.46%, as the average rate on interest-bearing liabilities was higher by 1.19% while the average yield on earning assets increased 0.73%.

Effective January 1, 2023, C&N adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, that required a change in accounting for credit losses on loans receivable from an incurred loss methodology to an expected credit loss methodology commonly referred to as “CECL.” Effective January 1, 2023, C&N recorded adjustments resulting from adopting CECL which increased the ACL on loans $2,104,000, increased the allowance for credit losses on off-balance sheet exposures $793,000, increased loans receivable $806,000, and decreased retained earnings (stockholders’ equity) $1,652,000. For the six months ended June 30, 2023, the provision for credit losses was $460,000, a reduction in expense of $739,000 from the first six months of 2022. The provision for the first six months of 2023 included a provision related to loans receivable of $524,000, partially offset by a credit related to off-balance sheet exposures of $64,000. The provision related to loans receivable was mainly attributable to loan growth, as the ACL as a percentage of gross loans receivable was 1.05% at June 30, 2023 as compared to 1.08% at January 1, 2023 upon the initial adoption of CECL.

Noninterest income totaled $12,244,000 in the first six months of 2023, down $407,000 from the total for the first six months of 2022. Significant variances included the following:

Ø Net gains from sale of loans of $213,000 decreased $389,000, reflecting a reduction in volume of residential mortgage loans sold.

Ø Brokerage and insurance revenue of $795,000 decreased $293,000 due to lower volume of new transactions.

Ø Loan servicing fees, net, of $312,000 decreased $256,000, as the fair value of servicing rights decreased $95,000 in the first six months of 2023 as compared to an increase of $152,000 in the first six months of 2022.

Ø Other noninterest income of $2,358,000 increased $314,000 as dividends on FHLB-Pittsburgh stock totaled $507,000, an increase of $279,000.

Noninterest expense totaled $37,809,000 for the first six months of 2023, an increase of $3,884,000 from the total for the first six months of 2022. Significant variances included the following:  

4


Ø Other noninterest expense of $5,886,000 increased $1,551,000. Within this category, significant variances included the following:
Other operational losses totaled $171,000 in the first six months of 2023 as compared to a net reduction in expense of $182,000 in the first six months of 2022. Most of the reduction in expense in 2022 was related to Trust Department tax compliance matters.
Legal fees totaled $513,000 in the first six months of 2023, an increase of $293,000, mainly due to fees incurred related to non-litigation-related corporate matters.
In the six-month period ended June 30, 2023, the allowance for disallowed SBA claims decreased $35,000, resulting in a reduction in expense of the same amount, reflecting better than previously estimated claims experience. In comparison, in the first six months of 2022, the allowance for disallowed SBA claims decreased $290,000, resulting in a decrease in expense of $290,000. At June 30, 2023, the allowance for disallowed SBA claims, which was included in other liabilities, was $55,000.
FDIC insurance expense increased $242,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
Ø Salaries and employee benefits expense of $22,204,000 increased $1,332,000, including an increase in base salaries expense of $1,168,000, or 8.6%.

Ø Professional fees of $1,501,000 increased $532,000, including $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.

Ø Data processing and telecommunications of $3,836,000 increased $493,000, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø Pennsylvania shares tax expense of $807,000 for the first six months of 2023 is lower by $169,000, consistent with a reduction in C&N Bank’s equity that provides the base for determining the annual tax.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,470,780,000 at June 30, 2023, up from $2,429,872,000 at March 31, 2023 and $2,410,718,000 at June 30, 2022.

The amortized cost of available-for-sale debt securities decreased to $507,132,000 at June 30, 2023 from $527,589,000 at March 31, 2023 and $572,794,000 at June 30, 2022. The fair value of available-for-sale debt securities at June 30, 2023 was lower than amortized cost basis by $61,437,000, or 12.1%. In comparison, the aggregate unrealized loss position was $54,775,000 (10.4%) at March 31, 2023 and $45,957,000 (8.0%) at June 30, 2022. The unrealized decrease in fair value of the portfolio has resulted from an increase in interest rates. Management reviewed the available-for-sale debt securities as of June 30, 2023 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.

Gross loans receivable totaled $1,814,510,000 at June 30, 2023, an increase of $69,371,000 (4.0%) from total loans at March 31, 2023 and an increase of $156,906,000 (9.5%) from total loans at June 30, 2022. In comparing outstanding balances at June 30, 2023 and 2022, total commercial loans were up $105.8 million (8.5%), reflecting growth in nonowner occupied commercial real estate loans of $87,190,000, owner occupied commercial real estate

5


loans of $15,358,000 and other commercial loans of $3,282,000. Total residential mortgage loans were up $46,206,000 (12.9%) and total consumer loans increased $4,870,000 (9.5%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $318.3 million at June 30, 2023, down $18.4 million (5.5%) from June 30, 2022.

At June 30, 2023, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $95,644,000, or 5.3% of gross loans receivable. At June 30, 2023, within this segment there was one loan with a recorded investment of $1,381,000 in nonaccrual status with a specific allowance of $98,000. The remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no specific allowance at June 30, 2023.

Total nonperforming assets as a percentage of total assets was 0.58% at June 30, 2023, down from 0.60% at March 31, 2023 and 0.62% at June 30, 2022. Total nonperforming assets were $14.5 million at June 30, 2023, down from $14.6 million at March 31, 2023 and $14.8 million at June 30, 2022. At June 30, 2023, total loans receivable individually evaluated with an allowance were $5,785,000, with specific allowances (included in the total ACL on loans receivable) totaling $720,000. In comparison, at March 31, 2023 loans individually evaluated with an allowance totaled $5,802,000 with specific allowances totaling $895,000, and at June 30, 2022 loans individually evaluated with an allowance totaled $3,392,000 with specific allowances totaling $427,000.

Deposits totaled $2,010,118,000 at June 30, 2023, up $94,078,000 (4.9%) from $1,916,040,000 at March 31, 2023, including an increase of $55,536,000 in brokered deposits to $70,653,000 at June 30, 2023 from $15,117,000 at March 31, 2023. Total deposits, excluding brokered deposits, were up $38,542,000 (2.0%) at June 30, 2023 from March 31, 2023. Total deposits were up $45,848,000 (2.3%) at June 30, 2023 as compared to June 30, 2022, including an increase in brokered deposits of $34,679,000. At June 30, 2023, C&N’s estimated uninsured deposits totaled $605.8 million, or 29.9% of the Bank’s total deposits, down from $613.9 million or 31.7% of the Bank’s total deposits at March 31, 2023. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $173.0 million, or 8.5% of the Bank’s total deposits at June 30, 2023.

C&N maintained highly liquid sources of available funds totaling $1.1 billion at June 30, 2023, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $725.4 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $21.9 million, available federal funds lines with other banks of $95 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $257.5 million. At June 30, 2023, available funding from these sources totaled 181.6% of uninsured deposits, and 254.1% of uninsured and uncollateralized deposits.

The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $186,153,000 at June 30, 2023, down from $231,512,000 at March 31, 2023 and up from $166,119,000 at June 30, 2022. Federal Home Loan Bank borrowings maturing overnight or within 3 months decreased to $30,500,000 at June 30, 2023 from $91,000,000 at March 31, 2023 and $88,500,000 at June 30, 2022.

Total stockholders’ equity was $248,117,000 at June 30, 2023, down from $255,568,000 at March 31, 2023 and $258,619,000 at June 30, 2022. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $48,536,000 at June 30, 2023, $43,271,000 at March 31, 2023 and $36,307,000 at June 30, 2022. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by significant fluctuations in interest rates including overall significant increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.

On July 11, 2023, C&N announced that it had completed the treasury stock repurchase program that began in February 2021. The Board of Directors has not announced a new treasury stock repurchase program, though the Board may consider doing so in the future depending on market conditions. Cumulatively, C&N repurchased 1,000,000 shares of common stock for a total cost of $23,086,000, at an average price of $23.09 per share. For the

6


three months ended June 30, 2023,  237,187 shares were repurchased for a total cost of $4,635,000, at an average price of $19.54 per share. For the six months ended June 30, 2023, 314,617 shares were repurchased for a total cost of $6,297,000, at an average price of $20.01 per share. At June 30, 2023, there were 10,683 shares available to be repurchased under the program, all of which were repurchased in July 2023.

Citizens & Northern Bank is subject to various regulatory capital requirements. At June 30, 2023, 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 $1,154,728,000 at June 30, 2023, up 2.4% from $1,127,439,000 at March 31, 2023 and 9.4% from $1,055,290,000 at June 30, 2022. Fluctuations in values of assets under management reflect the impact of 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. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N 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 was $239,000, $269,000 and $312,000 for the second quarter 2023, first quarter 2023 and second quarter 2022, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $508,000 for the six months ended June 30, 2023 and $614,000 for the six months ended June 30, 2022.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 29 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; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments (including potential increases in the cost of deposit insurance assessments); C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; 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; failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions; and the effect of the novel coronavirus (COVID-19) and related events. 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-20230720xex99d2.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

 

2023

2022

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

28,011

$

21,309

$

6,702

 

31.45

%

Interest Expense

 

7,649

 

1,684

 

5,965

 

354.22

%

Net Interest Income

 

20,362

 

19,625

 

737

 

3.76

%

Provision for Credit Losses

 

812

 

308

 

504

 

163.64

%

Net Interest Income After Provision for Credit Losses

 

19,550

 

19,317

 

233

 

1.21

%

Noninterest Income

 

6,635

 

6,830

 

(195)

 

(2.86)

%

Net Realized Losses on Available-for-sale Debt Securities

 

(1)

 

(1)

 

0

 

0.00

%

Noninterest Expense

 

18,722

 

17,039

 

1,683

 

9.88

%

Income Before Income Tax Provision

 

7,462

 

9,107

 

(1,645)

 

(18.06)

%

Income Tax Provision

 

1,419

 

1,618

 

(199)

 

(12.30)

%

Net Income

$

6,043

$

7,489

$

(1,446)

 

(19.31)

%

Net Income Attributable to Common Shares (1)

$

5,996

$

7,419

$

(1,423)

 

(19.18)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.39

$

0.48

$

(0.09)

 

(18.75)

%

Net Income - Diluted

$

0.39

$

0.48

$

(0.09)

 

(18.75)

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,231,505

 

15,441,564

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,231,505

 

15,444,573

 

  

 

  

    

SIX MONTHS ENDED

    

    

    

    

 

JUNE 30,

 

2023

    

2022

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

54,150

$

43,082

$

11,068

 

25.69

%

Interest Expense

 

13,007

 

3,125

 

9,882

 

316.22

%

Net Interest Income

 

41,143

 

39,957

 

1,186

 

2.97

%

Provision for Credit Losses

 

460

 

1,199

 

(739)

 

(61.63)

%

Net Interest Income After Provision for Credit Losses

 

40,683

 

38,758

 

1,925

 

4.97

%

Noninterest Income

 

12,244

 

12,651

 

(407)

 

(3.22)

%

Net Realized Gains on Available-for-sale Debt Securities

 

6

 

1

 

5

 

500.00

%

Noninterest Expense

 

37,809

 

33,925

 

3,884

 

11.45

%

Income Before Income Tax Provision

 

15,124

 

17,485

 

(2,361)

 

(13.50)

%

Income Tax Provision

 

2,828

 

3,101

 

(273)

 

(8.80)

%

Net Income

$

12,296

$

14,384

$

(2,088)

 

(14.52)

%

Net Income Attributable to Common Shares (1)

$

12,197

$

14,254

$

(2,057)

 

(14.43)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.80

$

0.92

$

(0.12)

 

(13.04)

%

Net Income - Diluted

$

0.80

$

0.92

$

(0.12)

 

(13.04)

%

Dividends Per Share

$

0.56

$

0.56

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,320,101

 

15,542,959

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,320,366

 

15,546,319

 

  

 

  

(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, 

 

    

2023

    

2022

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

51,762

$

69,187

$

(17,425)

 

(25.19)

%

Available-for-sale Debt Securities

 

445,695

 

526,837

 

(81,142)

 

(15.40)

%

Loans, Net

 

1,795,454

 

1,643,057

 

152,397

 

9.28

%

Bank-Owned Life Insurance

31,504

30,941

563

1.82

%

Bank Premises and Equipment, Net

20,970

21,829

(859)

(3.94)

%

Deferred Tax Asset, Net

20,687

16,331

4,356

26.67

%

Intangible Assets

 

55,178

 

55,602

 

(424)

 

(0.76)

%

Other Assets

 

49,530

 

46,934

 

2,596

 

5.53

%

TOTAL ASSETS

$

2,470,780

$

2,410,718

$

60,062

 

2.49

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,010,118

$

1,964,270

$

45,848

 

2.33

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

146,694

 

126,833

 

19,861

 

15.66

%

Senior Notes, Net

14,798

14,733

65

 

0.44

%

Subordinated Debt, Net

 

24,661

 

24,553

 

108

 

0.44

%

Other Liabilities

 

26,392

 

21,710

 

4,682

 

21.57

%

TOTAL LIABILITIES

 

2,222,663

 

2,152,099

 

70,564

 

3.28

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Loss

 

296,190

 

294,621

 

1,569

 

0.53

%

Accumulated Other Comprehensive (Loss) Income:

 

  

 

  

 

  

 

  

Net Unrealized Losses on Available-for-sale Debt Securities

 

(48,536)

 

(36,307)

 

(12,229)

 

33.68

%

Defined Benefit Plans

 

463

 

305

 

158

 

51.80

%

TOTAL STOCKHOLDERS' EQUITY

 

248,117

 

258,619

 

(10,502)

 

(4.06)

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,470,780

$

2,410,718

$

60,062

 

2.49

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

June 30, 

INCREASE

 

    

2023

    

2022

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

6,043

$

7,489

 

(19.31)

%

Return on Average Assets (Annualized)

 

0.98

%  

 

1.28

%  

(23.44)

%

Return on Average Equity (Annualized)

 

9.60

%  

 

11.29

%  

(14.97)

%

    

AS OF OR FOR THE

    

 

SIX MONTHS ENDED

%

 

June 30, 

INCREASE

 

    

2023

    

2022

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

12,296

$

14,384

 

(14.52)

%

Return on Average Assets (Annualized)

 

1.01

%  

 

1.23

%  

(17.89)

%

Return on Average Equity (Annualized)

 

9.75

%  

 

10.29

%  

(5.25)

%

BALANCE SHEET HIGHLIGHTS

 

  

 

  

 

  

Total Assets

$

2,470,780

$

2,410,718

 

2.49

%

Available-for-Sale Debt Securities

 

445,695

 

526,837

 

(15.40)

%

Loans, Net

 

1,795,454

 

1,643,057

 

9.28

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

19,056

 

14,547

 

31.00

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

1,154

 

610

 

89.18

%

Deposits

 

2,010,118

 

1,964,270

 

2.33

%

OFF-BALANCE SHEET

 

  

 

  

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

318,267

$

336,681

 

(5.47)

%

Trust Assets Under Management

 

1,154,728

 

1,055,290

 

9.42

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

0.80

$

0.92

 

(13.04)

%

Net Income - Diluted

$

0.80

$

0.92

 

(13.04)

%

Dividends

$

0.56

$

0.56

 

0.00

%

Common Book Value

$

16.25

$

16.69

 

(2.64)

%

Tangible Common Book Value (a)

$

12.64

$

13.10

 

(3.51)

%

Market Value (Last Trade)

$

19.30

$

24.17

 

(20.15)

%

Market Value / Common Book Value

 

118.77

%  

 

144.82

%  

(17.99)

%

Market Value / Tangible Common Book Value

 

152.69

%  

 

184.50

%  

(17.24)

%

Price Earnings Multiple (Annualized)

 

12.06

 

13.14

 

(8.22)

%

Dividend Yield (Annualized)

 

5.80

%  

 

4.63

%  

25.27

%

Common Shares Outstanding, End of Period

 

15,268,096

 

15,499,214

 

(1.49)

%

3


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

THREE MONTHS ENDED

%

 

JUNE 30,

INCREASE

 

    

2023

    

2022

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (a)

 

7.99

%  

8.62

%  

(7.31)

%

Nonperforming Assets / Total Assets

 

0.58

%  

0.62

%  

(6.45)

%

Allowance for Credit Losses / Total Loans

 

1.05

%  

0.88

%  

19.32

%

Total Risk Based Capital Ratio (b)

 

15.87

%  

16.15

%  

(1.73)

%

Tier 1 Risk Based Capital Ratio (b)

 

13.38

%  

13.85

%  

(3.39)

%

Common Equity Tier 1 Risk Based Capital Ratio (b)

 

13.38

%  

13.85

%  

(3.39)

%

Leverage Ratio (b)

 

9.82

%  

10.31

%  

(4.75)

%

AVERAGE BALANCES

Average Assets

$

2,443,693

$

2,335,771

 

4.62

%

Average Equity

$

252,215

$

279,708

 

(9.83)

%

EFFICIENCY RATIO (c)

Net Interest Income on a Fully Taxable-Equivalent

Basis (c)

$

41,651

$

40,571

 

2.66

%

Noninterest Income

 

12,244

 

12,651

 

(3.22)

%

Total (1)

$

53,895

$

53,222

 

1.26

%

Noninterest Expense (2)

$

37,809

$

33,925

 

11.45

%

Efficiency Ratio = (2)/(1)

 

70.15

%  

 

63.74

%  

10.06

%

(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 C&N's capital and in providing an alternative, conservative valuation of C&N's net worth.  The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

Total Assets

    

$

2,470,780

    

$

2,410,718

Less: Intangible Assets, Primarily Goodwill

 

(55,178)

 

(55,602)

Tangible Assets

$

2,415,602

$

2,355,116

Total Stockholders' Equity

$

248,117

$

258,619

Less: Intangible Assets, Primarily Goodwill

 

(55,178)

 

(55,602)

Tangible Common Equity (3)

$

192,939

$

203,017

Common Shares Outstanding, End of Period (4)

 

15,268,096

 

15,499,214

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

$

12.64

$

13.10

(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 C&N'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, 

2023

2023

2022

2022

2022

Interest income

$

28,011

$

26,139

$

25,855

$

23,710

$

21,309

Interest expense

 

7,649

 

5,358

 

3,563

 

2,831

 

1,684

Net interest income

 

20,362

 

20,781

 

22,292

 

20,879

 

19,625

Provision (credit) for credit losses

 

812

 

(352)

 

2,262

 

3,794

 

308

Net interest income after provision (credit) for credit losses

 

19,550

 

21,133

 

20,030

 

17,085

 

19,317

Noninterest income

 

6,635

 

5,609

 

6,110

 

5,651

 

6,830

Net realized (losses) gains on securities

 

(1)

 

7

 

(1)

 

20

 

(1)

Noninterest expense

 

18,722

 

19,087

 

16,587

 

17,443

 

17,039

Income before income tax provision

 

7,462

 

7,662

 

9,552

 

5,313

 

9,107

Income tax provision

 

1,419

 

1,409

 

1,773

 

858

 

1,618

Net income

$

6,043

$

6,253

$

7,779

$

4,455

$

7,489

Net income attributable to common shares

$

5,996

$

6,201

$

7,711

$

4,416

$

7,419

Basic earnings per common share

$

0.39

$

0.40

$

0.50

$

0.29

$

0.48

Diluted earnings per common share

$

0.39

$

0.40

$

0.50

$

0.29

$

0.48

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

June 30,

    

March 31,

    

Dec. 31,

    

Sept. 30,

    

June 30,

2023

2023

2022

2022

2022

ASSETS

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

51,762

$

52,212

$

55,048

$

64,044

$

69,187

Available-for-Sale Debt Securities

 

445,695

 

472,814

 

498,033

 

487,980

 

526,837

Loans, Net

 

1,795,454

 

1,726,793

 

1,723,425

 

1,674,076

 

1,643,057

Bank-Owned Life Insurance

31,504

31,352

31,214

31,075

30,941

Bank Premises and Equipment, Net

20,970

21,277

21,574

21,881

21,829

Deferred Tax Asset, Net

20,687

18,914

20,884

22,327

16,331

Intangible Assets

 

55,178

 

55,280

 

55,382

 

55,492

 

55,602

Other Assets

 

49,530

 

51,230

 

48,747

 

43,305

 

46,934

TOTAL ASSETS

$

2,470,780

$

2,429,872

$

2,454,307

$

2,400,180

$

2,410,718

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits (1)

$

2,010,118

$

1,916,040

$

1,997,593

$

2,039,595

$

1,964,270

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

146,694

 

192,097

 

142,409

 

57,920

 

126,833

Senior Notes, Net

14,798

14,781

14,765

14,749

14,733

Subordinated Debt, Net

 

24,661

 

24,634

 

24,607

 

24,580

 

24,553

Other Liabilities

 

26,392

 

26,752

 

25,608

 

24,547

 

21,710

TOTAL LIABILITIES

 

2,222,663

 

2,174,304

 

2,204,982

 

2,161,391

 

2,152,099

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

296,190

 

298,365

 

299,203

 

295,258

 

294,621

Accumulated Other Comprehensive (Loss) Income:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(48,536)

 

(43,271)

 

(50,370)

 

(56,766)

 

(36,307)

Defined Benefit Plans

 

463

 

474

 

492

 

297

 

305

TOTAL STOCKHOLDERS' EQUITY

 

248,117

 

255,568

 

249,325

 

238,789

 

258,619

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,470,780

$

2,429,872

$

2,454,307

$

2,400,180

$

2,410,718

(1) Brokered Deposits (Included in Total Deposits)

$

70,653

$

15,117

$

20,983

$

32,375

$

35,974

6


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

June 30, 2023

March 31, 2023

December 31, 2022

June 30, 2022

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

33,931

$

30,743

$

33,924

$

31,163

$

35,166

$

31,836

$

38,151

$

35,774

Obligations of U.S. Government agencies

22,899

20,552

25,479

23,348

25,938

23,430

24,454

22,785

Bank holding company debt securities

28,948

23,325

28,947

24,723

28,945

25,386

28,942

27,415

Obligations of states and political subdivisions:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Tax-exempt

 

125,247

 

113,170

 

128,285

 

117,812

 

146,149

 

132,623

 

152,063

 

139,400

Taxable

 

65,715

 

55,702

 

67,076

 

57,572

 

68,488

 

56,812

 

72,204

 

63,898

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

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Residential pass-through securities

 

105,027

 

92,795

 

109,028

 

97,807

 

112,782

 

99,941

 

114,367

 

106,043

Residential collateralized mortgage obligations

 

40,444

 

35,897

 

42,296

 

38,117

 

44,868

 

40,296

 

47,295

 

44,761

Commercial mortgage-backed securities

 

76,780

 

65,517

 

84,449

 

74,195

 

91,388

 

79,686

 

95,318

 

86,761

Private label commercial mortgage-backed securities

8,141

7,994

8,105

8,077

8,070

8,023

0

0

Total Available-for-Sale Debt Securities

$

507,132

$

445,695

$

527,589

$

472,814

$

561,794

$

498,033

$

572,794

$

526,837

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

June 30, 

    

March 31, 

    

December 31, 

    

June 30, 

2023

2023

2022

2022

Commercial real estate - nonowner occupied

 

  

 

  

 

  

 

  

Nonowner occupied

$

505,519

$

457,814

$

454,386

$

424,096

Multi-family (5 or more) residential

61,004

58,111

55,406

52,859

1-4 Family - commercial purpose

167,260

166,773

165,805

169,638

Total commercial real estate - nonowner occupied

733,783

682,698

675,597

646,593

Commercial real estate - owner occupied

227,801

221,766

205,910

212,443

All other commercial loans:

Commercial and industrial

80,270

83,420

95,368

104,007

Commercial lines of credit

122,607

119,109

141,444

130,193

Political subdivisions

84,456

85,555

86,663

81,437

Commercial construction and land

80,391

70,612

60,892

47,112

Other commercial loans

24,960

26,106

25,710

26,653

Total all other commercial loans

392,684

384,802

410,077

389,402

Residential mortgage loans:

1-4 Family - residential

378,698

372,241

363,005

332,089

1-4 Family residential construction

25,535

29,479

30,577

25,938

Total residential mortgage

404,233

401,720

393,582

358,027

Consumer loans:

Consumer lines of credit (including HELCs)

36,608

35,245

36,650

33,740

All other consumer

19,401

18,908

18,224

17,399

Total consumer

56,009

54,153

54,874

51,139

Total

1,814,510

1,745,139

1,740,040

1,657,604

Less: allowance for credit losses on loans

(19,056)

(18,346)

(16,615)

(14,547)

Loans, net

$

1,795,454

$

1,726,793

$

1,723,425

$

1,643,057

7


ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)

Three Months Ended

Six Months Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2023

2023

2022

2023

2022

Market Rate Adjustment

 

  

 

  

  

 

  

 

  

Adjustments to gross amortized cost of loans at beginning of period

$

(968)

$

(916)

$

(885)

$

(916)

$

(637)

Amortization recognized in interest income

(32)

(52)

19

(84)

(229)

Adjustments to gross amortized cost of loans at end of period

$

(1,000)

$

(968)

$

(866)

$

(1,000)

$

(866)

Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$

(1,642)

$

(1,840)

$

(2,782)

$

(1,840)

$

(3,335)

Accretion recognized in interest income

 

196

 

198

 

379

 

394

 

932

Adjustments to gross amortized cost of loans at end of period

$

(1,446)

$

(1,642)

$

(2,403)

$

(1,446)

$

(2,403)

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

    

June 30, 

    

March 31, 

    

December 31,

    

June 30, 

2023

2023

2022

2022

Loans individually evaluated with a valuation allowance

$

5,785

$

5,802

$

3,460

$

3,392

Loans individually evaluated without a valuation allowance

3,314

3,507

14,871

1,376

Purchased credit impaired loans

 

0

 

0

 

1,027

 

3,879

Total individually evaluated loans

$

9,099

$

9,309

$

19,358

$

8,647

Total loans past due 30-89 days and still accruing

$

4,709

$

5,493

$

7,079

$

5,082

Nonperforming assets:

 

  

 

  

 

  

 

  

Purchased credit impaired loans

$

0

$

0

$

1,027

$

3,879

Other nonaccrual loans

12,827

12,876

22,058

7,763

Total nonaccrual loans

12,827

12,876

23,085

11,642

Total loans past due 90 days or more and still accruing

 

1,164

 

1,216

 

2,237

 

2,694

Total nonperforming loans

 

13,991

 

14,092

 

25,322

 

14,336

Foreclosed assets held for sale (real estate)

 

459

 

459

 

275

 

505

Total nonperforming assets

$

14,450

$

14,551

$

25,597

$

14,841

Total nonperforming loans as a % of total loans

 

0.77

%  

 

0.81

%  

 

1.46

%  

 

0.86

%

Total nonperforming assets as a % of assets

 

0.58

%  

 

0.60

%  

 

1.04

%  

 

0.62

%

Allowance for credit losses as a % of total loans

 

1.05

%  

 

1.05

%  

 

0.95

%  

 

0.88

%

8


ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

    

3 Months

    

3 Months

    

6 Months

    

6 Months

Ended

Ended

Ended

Ended

June 30, 

March 31, 

June 30, 

June 30, 

2023

2023

2023

2022

Balance, beginning of period

$

18,346

$

16,615

$

16,615

$

13,537

Adoption of ASU 2016-13 (CECL)

0

2,104

2,104

0

Charge-offs

 

(134)

 

(67)

 

(201)

 

(221)

Recoveries

 

8

 

6

 

14

 

32

Net charge-offs

 

(126)

 

(61)

 

(187)

 

(189)

Provision (credit) for credit losses on loans

 

836

 

(312)

 

524

 

1,199

Balance, end of period

$

19,056

$

18,346

$

19,056

$

14,547

ANALYSIS OF THE PROVISION FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

6 Months

Ended

Ended

Ended

June 30, 

March 31, 

June 30, 

2023

2023

2023

Provision (credit) for credit losses:

Loans receivable

$

836

$

(312)

$

524

Off-balance sheet exposures (1)

 

(24)

 

(40)

 

(64)

Total provision (credit) for credit losses

$

812

$

(352)

$

460

(1) The provision (credit) for credit losses on off-balance sheet exposures prior to January 1, 2023 was included in other noninterest expense in the consolidated statements of income.

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, 

    

2023

    

2023

    

2022

2023

    

2022

INTEREST INCOME

Interest-bearing due from banks

$

309

$

278

$

92

$

587

$

159

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,152

 

2,211

 

2,036

 

4,363

 

4,005

Tax-exempt

 

713

 

767

 

959

 

1,480

 

1,864

Total available-for-sale debt securities

 

2,865

 

2,978

 

2,995

 

5,843

 

5,869

Loans receivable:

 

 

Taxable

 

24,360

 

22,428

 

17,721

 

46,788

 

35,695

Paycheck Protection Program

2

3

206

5

781

Tax-exempt

700

713

588

1,413

1,161

Total loans receivable

25,062

23,144

18,515

48,206

37,637

Other earning assets

14

8

19

22

31

Total Interest Income

28,250

26,408

21,621

54,658

43,696

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

1,512

987

308

2,499

502

Money market

1,112

873

369

1,985

631

Savings

63

63

64

126

125

Time deposits

2,412

1,307

389

3,719

782

Total interest-bearing deposits

5,099

3,230

1,130

8,329

2,040

Borrowed funds:

Short-term

1,144

1,097

122

2,241

123

Long-term - FHLB advances

1,056

681

55

1,737

104

Senior notes, net

119

120

120

239

238

Subordinated debt, net

231

230

257

461

620

Total borrowed funds

2,550

2,128

554

4,678

1,085

Total Interest Expense

7,649

5,358

1,684

13,007

3,125

Net Interest Income

$

20,601

$

21,050

$

19,937

$

41,651

$

40,571

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using C&N’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, 

2023

    

2022

    

2022

2023

    

2022

Net Interest Income Under U.S. GAAP

$

20,362

$

20,781

$

19,625

$

41,143

$

39,957

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

103

127

191

230

374

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

136

142

121

278

240

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

$

20,601

$

21,050

$

19,937

$

41,651

$

40,571

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

 

6/30/2023

Return/

3/31/2023

Return/

6/30/2022

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

29,861

 

4.15

%  

$

31,637

 

3.56

%

$

47,428

 

0.78

%

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

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

 

395,725

 

2.18

%  

 

410,110

 

2.19

%

 

419,824

 

1.95

%

Tax-exempt

 

126,839

 

2.25

%  

 

131,392

 

2.37

%

 

151,753

 

2.53

%

Total available-for-sale debt securities

 

522,564

 

2.20

%  

 

541,502

 

2.23

%

 

571,577

 

2.10

%

Loans receivable:

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

 

1,697,592

 

5.76

%  

 

1,633,850

 

5.57

%

 

1,494,165

 

4.76

%

Paycheck Protection Program

 

148

 

5.42

%  

 

162

 

7.51

%

 

9,272

 

8.91

%

Tax-exempt

 

90,111

 

3.12

%  

 

91,851

 

3.15

%

 

85,447

 

2.76

%

Total loans receivable

 

1,787,851

 

5.62

%  

 

1,725,863

 

5.44

%

 

1,588,884

 

4.67

%

Other earning assets

 

1,325

 

4.24

%  

 

1,200

 

2.70

%

 

2,321

 

3.28

%

Total Earning Assets

 

2,341,601

 

4.84

%  

 

2,300,202

 

4.66

%

 

2,210,210

 

3.92

%

Cash

 

23,084

 

  

 

22,276

 

  

 

23,114

 

  

Unrealized loss on securities

 

(56,564)

 

  

 

(60,055)

 

  

 

(36,675)

 

  

Allowance for credit losses

 

(18,795)

 

  

 

(17,053)

 

  

 

(14,509)

 

  

Bank-owned life insurance

31,410

31,267

30,857

Bank premises and equipment

 

21,140

 

  

 

21,518

 

  

 

21,556

 

  

Intangible assets

 

55,228

 

  

 

55,331

 

  

 

55,656

 

  

Other assets

 

69,213

 

  

 

67,333

 

  

 

55,735

 

  

Total Assets

$

2,466,317

 

  

$

2,420,819

 

  

$

2,345,944

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Interest checking

$

463,300

 

1.31

%  

$

457,277

 

0.88

%

$

431,997

 

0.29

%

Money market

 

328,581

 

1.36

%  

 

364,646

 

0.97

%

 

449,656

 

0.33

%

Savings

 

247,434

 

0.10

%  

 

257,047

 

0.10

%

 

255,578

 

0.10

%

Time deposits

 

375,557

 

2.58

%  

 

312,497

 

1.70

%

 

268,753

 

0.58

%

Total interest-bearing deposits

 

1,414,872

 

1.45

%  

 

1,391,467

 

0.94

%

 

1,405,984

 

0.32

%

Borrowed funds:

 

  

 

 

  

 

 

  

 

Short-term

 

87,479

 

5.25

%  

 

91,767

 

4.85

%

 

36,848

 

1.33

%

Long-term - FHLB advances

 

110,982

 

3.82

%  

 

80,648

 

3.42

%

 

19,516

 

1.13

%

Senior notes, net

 

14,789

 

3.23

%  

 

14,773

 

3.29

%

 

14,725

 

3.27

%

Subordinated debt, net

 

24,648

 

3.76

%  

 

24,620

 

3.79

%

 

26,476

 

3.89

%

Total borrowed funds

 

237,898

 

4.30

%  

 

211,808

 

4.07

%

 

97,565

 

2.28

%

Total Interest-bearing Liabilities

 

1,652,770

 

1.86

%  

 

1,603,275

 

1.36

%

 

1,503,549

 

0.45

%

Demand deposits

 

533,533

 

  

 

539,659

 

  

 

557,007

 

  

Other liabilities

 

28,217

 

  

 

25,247

 

  

 

20,066

 

  

Total Liabilities

 

2,214,520

 

  

 

2,168,181

 

  

 

2,080,622

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

296,015

 

  

 

299,599

 

  

 

293,985

 

  

Accumulated other comprehensive loss

 

(44,218)

 

  

 

(46,961)

 

  

 

(28,663)

 

  

Total Stockholders' Equity

 

251,797

 

  

 

252,638

 

  

 

265,322

 

  

Total Liabilities and Stockholders' Equity

$

2,466,317

 

  

$

2,420,819

 

  

$

2,345,944

 

  

Interest Rate Spread

 

2.98

%  

 

3.30

%

 

3.47

%

Net Interest Income/Earning Assets

3.53

%  

3.71

%

3.62

%

Total Deposits (Interest-bearing and Demand)

$

1,948,405

 

  

$

1,931,126

 

  

$

1,962,991

 

  

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’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

 

6/30/2023

Return/

6/30/2022

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

  

 

Interest-bearing due from banks

$

30,744

 

3.85

%  

$

65,670

 

0.49

%

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

 

  

 

  

 

  

 

  

Taxable

 

402,878

 

2.18

%  

 

405,144

 

1.99

%

Tax-exempt

 

129,103

 

2.31

%  

 

148,064

 

2.54

%

Total available-for-sale debt securities

 

531,981

 

2.21

%  

 

553,208

 

2.14

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,665,897

 

5.66

%  

 

1,469,894

 

4.90

%

Paycheck Protection Program

155

6.51

%  

14,034

11.22

%

Tax-exempt

 

90,976

 

3.13

%  

 

84,558

 

2.77

%

Total loans receivable

 

1,757,028

 

5.53

%  

 

1,568,486

 

4.84

%

Other earning assets

 

1,263

 

3.51

%  

 

2,153

 

2.90

%

Total Earning Assets

 

2,321,016

 

4.75

%  

 

2,189,517

 

4.02

%

Cash

 

22,682

 

21,915

 

  

Unrealized loss on securities

 

(58,300)

 

(19,686)

 

  

Allowance for loan losses

 

(17,929)

 

(14,148)

 

  

Bank-owned life insurance

31,339

30,789

Bank premises and equipment

 

21,328

 

21,301

 

  

Intangible assets

 

55,279

 

55,710

 

  

Other assets

 

68,278

 

50,373

 

  

Total Assets

$

2,443,693

$

2,335,771

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

460,305

 

1.09

%  

$

425,599

 

0.24

%

Money market

 

346,514

 

1.16

%  

 

453,260

 

0.28

%

Savings

 

252,214

 

0.10

%  

 

252,389

 

0.10

%

Time deposits

 

344,201

 

2.18

%  

 

273,055

 

0.58

%

Total interest-bearing deposits

 

1,403,234

 

1.20

%  

 

1,404,303

 

0.29

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

89,611

 

5.04

%  

 

19,394

 

1.28

%

Long-term - FHLB advances

 

95,899

 

3.65

%  

 

22,791

 

0.92

%

Senior notes, net

 

14,781

 

3.26

%  

 

14,717

 

3.26

%

Subordinated debt, net

 

24,634

 

3.77

%  

 

29,694

 

4.21

%

Total borrowed funds

 

224,925

 

4.19

%  

 

86,596

 

2.53

%

Total Interest-bearing Liabilities

 

1,628,159

 

1.61

%  

 

1,490,899

 

0.42

%

Demand deposits

 

536,579

 

543,119

 

  

Other liabilities

 

26,740

 

22,045

 

  

Total Liabilities

 

2,191,478

 

2,056,063

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

297,797

 

294,985

 

  

Accumulated other comprehensive loss

 

(45,582)

 

(15,277)

 

  

Total Stockholders' Equity

 

252,215

 

279,708

 

  

Total Liabilities and Stockholders' Equity

$

2,443,693

$

2,335,771

 

  

Interest Rate Spread

 

3.14

%  

 

  

 

3.60

%

Net Interest Income/Earning Assets

 

3.62

%  

 

  

 

3.74

%

Total Deposits (Interest-bearing and Demand)

$

1,939,813

$

1,947,422

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’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, 

    

2023

    

2023

    

2022

2023

2022

Trust revenue

$

1,804

$

1,777

$

1,715

$

3,581

$

3,501

Brokerage and insurance revenue

 

365

 

430

 

566

 

795

1,088

Service charges on deposit accounts

 

1,388

 

1,290

 

1,322

 

2,678

2,557

Interchange revenue from debit card transactions

 

1,010

 

1,007

 

1,056

 

2,017

2,019

Net gains from sales of loans

 

139

 

74

 

220

 

213

602

Loan servicing fees, net

 

190

 

122

 

358

 

312

568

Increase in cash surrender value of life insurance

 

152

 

138

 

137

 

290

272

Other noninterest income

 

1,587

 

771

 

1,456

 

2,358

2,044

Total noninterest income, excluding realized gains
(losses) on securities, net

$

6,635

$

5,609

$

6,830

$

12,244

$

12,651

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Six Months Ended

    

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2023

2023

2022

2023

2022

Salaries and employee benefits

$

10,777

$

11,427

$

10,265

$

22,204

$

20,872

Net occupancy and equipment expense

 

1,323

 

1,402

 

1,308

 

2,725

 

2,719

Data processing and telecommunications expenses

 

1,900

 

1,936

 

1,720

 

3,836

 

3,343

Automated teller machine and interchange expense

 

395

 

475

 

347

 

870

 

731

Pennsylvania shares tax

 

404

 

403

 

488

 

807

 

976

Professional fees

 

564

 

937

 

480

 

1,501

 

969

Other noninterest expense

 

3,359

 

2,507

 

2,431

 

5,866

 

4,315

Total noninterest expense

$

18,722

$

19,087

$

17,039

$

37,809

$

33,925

NONOWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

June 30, 

% of Nonowner

% of

2023

Occupied CRE

Total Loans

Industrial

$

104,067

20.6

%

5.7

%

Office

95,644

18.9

%

5.3

%

Retail

91,635

18.1

%

5.1

%

Hotels

73,998

14.6

%

4.1

%

Mixed Use

62,940

12.5

%

3.5

%

Other

77,235

15.3

%

4.3

%

Total Nonowner Occupied CRE Loans

$

505,519

Total Gross Loans

$

1,814,510

13


LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities

    

Outstanding

Available

Total Credit

June 30, 

March 31, 

Dec. 31,

June 30, 

March 31, 

Dec. 31,

June 30, 

March 31, 

Dec. 31,

2023

2023

2022

2023

2023

2022

2023

2023

2022

Federal Home Loan Bank of Pittsburgh

$

157,428

$

201,357

$

150,099

$

725,417

$

655,577

$

689,279

$

882,845

$

856,934

$

839,378

Federal Reserve Bank Discount Window

0

0

0

21,903

22,340

23,107

21,903

22,340

23,107

Other correspondent banks

0

0

0

95,000

95,000

95,000

95,000

95,000

95,000

Total credit facilities

$

157,428

$

201,357

$

150,099

$

842,320

$

772,917

$

807,386

$

999,748

$

974,274

$

957,485

Uninsured Deposits Information

June 30, 

March 31, 

December 31, 

2023

2023

2022

Total Deposits - C&N Bank

$

2,025,471

$

1,934,686

$

2,016,666

Estimated Total Uninsured Deposits

$

605,801

$

613,875

$

689,435

Portion of Uninsured Deposits that are

Collateralized

172,976

189,239

205,886

Uninsured and Uncollateralized Deposits

$

432,825

$

424,636

$

483,549

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

21.4

%  

21.9

%  

24.0

%  

Available Funding from Credit Facilities

$

842,320

$

772,917

$

807,386

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

257,537

269,763

272,475

Highly Liquid Available Funding

$

1,099,857

$

1,042,680

$

1,079,861

Highly Liquid Available Funding as a % of

Uninsured Deposits

181.6

%  

169.9

%  

156.6

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

254.1

%  

245.5

%  

223.3

%  

14