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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 19, 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 nine-month periods ended September 30, 2023. On October 19, 2023, the Company issued a press release titled “C&N Declares Dividend and Announces Third 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 October 19, 2023, titled “C&N Declares Dividend and Announces Third 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:  October 19, 2023

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20231019xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

October 19, 2023

 

570-724-0225

 

 

charityf@cnbankpa.com

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

Highlights:

Third quarter 2023 net income was $7,591,000, or $0.50 diluted earnings per share, up from $0.39 per diluted share in the second quarter 2023 and $0.29 per diluted share in the third quarter 2022. Net income for the nine months ended September 30, 2023 was $19,887,000 or $1.29 diluted earnings per share, up from $18,839,000 or $1.21 per diluted share for the first nine months of 2022.
The net interest margin was 3.35% in the third quarter 2023 as compared to 3.53% in the second quarter 2023 and 3.69% in the third quarter 2022. The net interest margin was 3.53% for the first nine months of 2023, down from 3.72% in the corresponding period of 2022.
The credit for credit losses (reduction in expense) was $1,225,000 in the third quarter 2023 and $765,000 for the nine months ended September 30, 2023. The credit for credit losses in the three-month and nine-month periods ended September 30, 2023 included the impact of reductions in the allowance for credit losses (ACL) related to changes in qualitative factors and a reduction in C&N’s average net charge-off experience, and in the third quarter 2023 included the impact of a reduction in estimated future net charge-offs related to the economic forecast component of the ACL.  
Total loans receivable increased $16.2 million, or 3.6% (annualized) at September 30, 2023 from June 30, 2023. Average loans receivable increased 6.5% (annualized) during the third quarter 2023 from the second quarter 2023. Average loans receivable were higher by 10.8% for the nine months ended September 30, 2023 as compared to the first nine months of 2022.
Nonperforming loans totaled 0.92% of total loans at September 30, 2023, up from 0.77% at June 30, 2023 and down from 1.46% at December 31, 2022. Total nonperforming assets was 0.70% of total assets at September 30, 2023, up from 0.58% at June 30, 2023 and down from 1.04% at December 31, 2022.
Total deposits increased $14.9 million at September 30, 2023 from June 30, 2023, despite a decrease in brokered deposits of $8.1 million. Total deposits, excluding brokered deposits, were higher by 4.7% (annualized) from June 30, 2023.  Average total deposits increased 8.6% (annualized) during the third quarter 2023 from the second quarter 2023. Average total deposits were 0.4% lower for the nine months ended September 30, 2023 as compared to the first nine months of 2022.
At September 30, 2023, estimated uninsured and uncollateralized deposits totaled 20.3% 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 September 30, 2023, available funding from these sources totaled 181.8% of uninsured deposits and 264.8% of uninsured and uncollateralized deposits.

Dividend Declared and Unaudited Financial Information

On October 19, 2023, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 10, 2023 to shareholders of record as of October 30, 2023.

1


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

Third Quarter 2023 as Compared to Second Quarter 2023

Net income was $7,591,000, or $0.50 per diluted share, for the third quarter 2023 as compared to $6,043,000, or $0.39 per diluted share, in the second quarter 2023.

Net interest income of $19,663,000 in the third quarter 2023 was down $699,000 from the second quarter 2023 reflecting an increase in interest expense of $1,806,000 (includes $2,165,000 interest on deposits and decrease of $359,000 in interest on borrowings) and an increase of $1,107,000 in interest  and dividend income. The net interest margin was 3.35% in the third quarter 2023, down from 3.53% in the second quarter 2023. The net interest spread decreased 0.25%, as the average rate on interest-bearing liabilities increased 0.35%, while the average yield on earning assets increased 0.10%.

There was a credit for credit losses (reduction in expense) of $1,225,000 in the third quarter 2023 as compared to a provision for credit losses of $812,000 in the second quarter 2023. The credit in the third quarter 2023 included the impact of reductions in the ACL from a reduction in estimated future net charge-offs related to an economic forecast, qualitative adjustments in concentrations of credit based on loan type, lending policies and procedures and changes in external indexes, and a reduction in C&N’s average net charge-off experience.  The provision in the second quarter 2023 resulted mainly from an increase in the ACL attributable to commercial loan growth.

Noninterest income of $6,489,000 in the third quarter 2023 decreased $146,000 from the second quarter 2023 amount. Significant variances included the following:

Ø Other noninterest income of $1,084,000 decreased $503,000 from the second 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 third quarter 2023. Included in the third quarter of 2023 were dividends on FHLB-Pittsburgh stock totaling $323,000, an increase of $32,000 from the second quarter 2023 and dividends on Federal Reserve Bank stock of $63,000 with no corresponding amount in the second quarter 2023.

Ø Trust revenue of $1,919,000 increased $115,000 from the second quarter 2023, reflecting an increase in fees from services provided to estates.

Ø Net gains from sale of loans of $237,000 increased $98,000 from the second quarter 2023, reflecting an increase in the volume of residential mortgage loans sold.

Noninterest expense of $17,940,000 in the third quarter 2023 decreased $782,000 from the second quarter 2023 amount as other noninterest expense of $2,577,000 decreased $782,000 from the second quarter 2023. Within other noninterest expense, donations in the second quarter totaling $800,000 made under the Pennsylvania Educational Improvement Tax Credit program generated the income from tax credits of $721,000 noted above.

The income tax provision of $1,846,000, or 19.6% of pre-tax income for the third quarter 2023 increased $427,000 from $1,419,000, or 19.0% of pre-tax income for the second quarter 2023.

Third Quarter 2023 as Compared to Third Quarter 2022

Third quarter 2023 net income was $7,591,000, or $0.50 per diluted share, as compared to $4,455,000, or $0.29 per diluted share, in the third quarter 2022. Significant variances were as follows:

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Net interest income of $19,663,000 in the third quarter 2023 was $1,216,000 lower than the third quarter 2022 reflecting an increase in interest expense of $6,624,000 (includes $5,292,000 interest on deposits and $1,332,000 interest on borrowings) and an increase of $5,408,000 in interest and dividend income. The interest rate spread decreased 0.73%, as the average rate on interest-bearing liabilities increased 1.49%, while the average yield on earning assets increased 0.76%. The net interest margin was 3.35% in the third quarter 2023, down from 3.69% in the third quarter 2022.  

The credit for credit losses was $1,225,000 in the third quarter 2023, as described in more detail above,  compared to a provision for credit losses of $3,794,000 in the third quarter 2022. The third quarter 2022 provision included the impact of recognizing a partial charge-off of $2,160,000 on a commercial real estate secured participation loan.

Noninterest income of $6,489,000 in the third quarter 2023 increased $838,000 from the third quarter 2022 amount. Significant variances included the following:

Ø Other noninterest income of $1,084,000 increased $462,000 from the third quarter 2022, including dividends on FHLB-Pittsburgh stock totaling $323,000, an increase of $163,000 from the third quarter 2022 and dividends on Federal Reserve Bank stock of $63,000 with no comparable amount in 2022. Additionally, in the third quarter 2023, C&N recognized income of $64,000, with no comparable amount in 2022, from a conversion assistance payment received related to a change in wealth management platform for providing brokerage and investment advisory services.  

Ø Service charges on deposit accounts of $1,443,000 increased $338,000 from the third quarter 2022. In the third quarter 2022, income was reduced by $290,000 related to refunds of consumer overdraft fees as the result of updated regulatory guidance on certain overdraft fees with no comparable amount in 2023.

Ø Trust revenue of $1,919,000 increased $175,000, consistent with recent appreciation in the trading prices of many U.S. equity securities and includes an increase in fees from services provided to estates.

Ø Net gains from sale of loans of $237,000 increased $106,000 from the third quarter 2022, reflecting an increase in the volume of residential mortgage loans sold.

Ø Brokerage and insurance revenue of $394,000 decreased $302,000 from the third quarter 2022, due to a reduction in sales volume.

Noninterest expense of $17,940,000 in the third quarter 2023 increased $497,000 from the third quarter 2022 amount. Significant variances included the following:  

Ø Other noninterest expense of $2,577,000 increased $582,000 from the third quarter 2022. Within this category, significant variances included the following:
Other operational losses included $127,000 of expenses related to check fraud in the third quarter 2023 with no comparable amount in the third quarter 2022.
FDIC insurance expense increased $124,000 from the third quarter of 2022, reflecting the impact of an increase in base deposit insurance assessment rate applicable to all FDIC-insured banks.
In the third quarter 2023, there was no adjustment to the allowance for disallowed SBA claims compared to a decrease of $77,000 in the allowance for disallowed SBA claims in third quarter of 2022, resulting in a net increase in expense of $77,000.

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Legal fees totaled $187,000 in the third quarter 2023, an increase of $66,000 over the third quarter 2022 total, mainly due to fees incurred related to non-litigation-related corporate matters.
Net recoveries of previously incurred collection expenses were $70,000 in the third quarter 2023 as compared to net collection expense of $16,000 in the third quarter 2022, a net decrease in expense of $86,000.
Ø Automated teller machine and interchange expense of $504,000 increased $107,000 from the third quarter 2022, mainly due to a higher volume of interchange transactions processed.

Ø Data processing and telecommunications expense of $1,823,000 increased $104,000 from the third 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 Pennsylvania shares tax expense of $403,000 is lower by $84,000 from the third quarter 2022, consistent with a reduction in C&N Bank’s equity that provides the base for determining the annual tax.

Ø Net occupancy and equipment expense of $1,268,000 decreased $230,000 from the third quarter 2022 total, as 2022 included accelerated depreciation expense of $205,000 related to planned closures of two branches in November 2022.

The income tax provision of $1,846,000, or 19.6% of pre-tax income for the third quarter 2023 increased $988,000 from $858,000, or 16.1% of pre-tax income for the third quarter 2022. The higher provision in 2023 reflects the increase in pre-tax income of $4,124,000. The higher effective tax rate in the third quarter 2023 as compared to the third quarter 2022 reflects the impact of an increase in nondeductible interest expense associated with funding for tax-exempt securities and loans.

Nine Months Ended September 30, 2023 as Compared to Nine Months Ended September 30, 2022

Net income for the nine-month period ended September 30, 2023 was $19,887,000, or $1.29 per diluted share, as compared to $18,839,000, or $1.21 per diluted share, for the first nine months of 2022. Significant variances were as follows:

Net interest income totaled $60,806,000 in the nine months ended September 30, 2023, $30,000 lower than 2022, reflecting an increase in interest expense of $16,506,000 (includes $11,581,0000 interest on deposits and $4,925,000 interest on borrowings) and an increase of $16,476,000 in interest and dividend income (includes $16,022,000 in interest and fees on loans). The interest rate spread decreased 0.56%, as the average rate on interest-bearing liabilities was higher by 1.29% while the average yield on earning assets increased 0.73%. The net interest margin was 3.53% for the first nine months of 2023, down from 3.72% in the corresponding period of 2022.

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 nine months ended September 30, 2023, there was a credit for credit losses (reduction in expense) of $765,000 compared to a provision of $4,993,000 for the first nine months of 2022, resulting in a net decrease in expense of $5,758,000. The credit for the first nine months of 2023 included a credit related to loans receivable of $409,000 and a credit related to off-balance sheet exposures of $356,000. The credit related to loans receivable and off-balance sheet exposures

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was mainly attributable to qualitative adjustments in concentrations of credit based on loan type, lending policies and procedures and changes in external indexes, as well as a reduction in C&N’s average net charge-off experience, used in the calculation of the ACL. The ACL as a percentage of gross loans receivable was 0.99% at September 30, 2023 as compared to 1.08% at January 1, 2023 upon the initial adoption of CECL.

Noninterest income totaled $18,733,000 in the first nine months of 2023, up $431,000 from the total for the first nine months of 2022. Significant variances included the following:

Ø Other noninterest income of $3,442,000 increased $776,000 as dividends on FHLB-Pittsburgh stock totaled $830,000, an increase of $442,000. Additionally, in the first nine months of 2023, C&N recognized income of $62,000 from dividends on Federal Reserve Bank stock with no comparable amount in 2022 and income of $160,000, with no comparable amount in 2022, from a conversion assistance payment received related to a change in wealth management platform for providing brokerage and investment advisory services.

Ø Service charges on deposit accounts of $4,121,000 increased $459,000 as the volume of consumer and business overdraft activity increased and included in first nine months of 2022 was a reduction in income of $290,000 related to refunds of consumer overdraft fees as the result of updated regulatory guidance on certain overdraft fees.

Ø Trust revenue of $5,500,000 increased $255,000 reflecting an increase consistent with recent appreciation in the trading prices of many U.S. equity securities and an increase in fees from services provided to estates.

Ø Brokerage and insurance revenue of $1,189,000 decreased $595,000 due to a reduction in sales  volume.

Ø Loan servicing fees, net, of $466,000 decreased $291,000, as the fair value of servicing rights decreased $136,000 in the first nine months of 2023 as compared to an increase of $128,000 in the first nine months of 2022.

Ø Net gains from sale of loans of $450,000 decreased $283,000, reflecting a reduction in volume of residential mortgage loans sold.

Noninterest expense totaled $55,749,000 for the first nine months of 2023, an increase of $4,381,000 from the total for the first nine months of 2022. Significant variances included the following:  

Ø Other noninterest expense of $8,443,000 increased $2,133,000. Within this category, significant variances included the following:
Other operational losses included $168,000 of expense related to check fraud losses in 2023 with no corresponding amount in 2022 as well as a net increase in expense of $263,000 to $32,000 in other losses in the first month nine months of 2023 from a net reduction in expense of $231,000 in the first nine months of 2022. Most of the reduction in other losses in 2022 was from recoveries or reversals of previously recorded charges related to Trust Department tax compliance matters.
FDIC insurance expense increased $366,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
Legal fees totaled $700,000 in the first nine months of 2023, an increase of $359,000, mainly due to fees incurred related to non-litigation-related corporate matters.

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◾In the nine-month period ended September 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 The comparable amount in the first nine months of 2022 was $367,000. At September 30, 2023, the allowance for disallowed SBA claims, which was included in other liabilities, was $55,000.

Ø Salaries and employee benefits expense of $33,082,000 increased $1,384,000, including an increase in base salaries expense of $1,363,000, or 6.5%.

Ø Data processing and telecommunications expense of $5,659,000 increased $597,000, 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 $1,988,000 increased $498,000, including $389,000 of conversion costs related to a change in wealth management platform for providing brokerage and investment advisory services.

Ø Pennsylvania shares tax expense of $1,210,000 for the first nine months of 2023 is lower by $253,000, consistent with a reduction in C&N Bank’s equity that provides the base for determining the annual tax.

The income tax provision of $4,674,000, or 19.0% of pre-tax income for the nine months ended September 30, 2023 increased $715,000 from $3,959,000, or 17.4% of pre-tax income for the nine months ended September 30, 2022. The higher provision in 2023 reflects the increase in pre-tax income of $1,763,000. The higher effective rate in 2023 includes: (1) the impact of the permanent difference related to stock-based compensation resulting in an increase in taxable income in 2023 as compared to a deduction in 2022 due to the reduction in CZNC stock price; and (2) an increase in nondeductible interest expense.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,483,949,000 at September 30, 2023, up from $2,470,780,000 at June 30, 2023 and $2,400,180,000 at September 30, 2022.

The amortized cost of available-for-sale debt securities decreased to $505,440,000 at September 30, 2023 from $507,132,000 at June 30, 2023 and $559,837,000 at September 30, 2022. The fair value of available-for-sale debt securities at September 30, 2023 was lower than amortized cost basis by $76,302,000, or 15.1%. In comparison, the aggregate unrealized loss position was $61,437,000 (12.1%) at June 30, 2023 and $71,857,000 (12.8%) at September 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 September 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 $1,830,670,000 at September 30, 2023, an increase of $16,160,000 (0.9%) from total loans at June 30, 2023 and an increase of $140,424,000 (8.3%) from total loans at September 30, 2022. In comparing outstanding balances at September 30, 2023 and 2022, total commercial loans were up $101.6 million (8.0%), reflecting growth in non-owner occupied commercial real estate loans of $88,566,000 and owner occupied commercial real estate loans of $19,031,000 and a decrease of $5,992,000 in other commercial loans. Total residential mortgage loans were up $35,060,000 (9.4%) and total consumer loans increased $3,759,000 (7.1%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $318.5 million at September 30, 2023, down $13.0 million (3.9%) from September 30, 2022.

6


At September 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 $94,729,000, or 5.2% of gross loans receivable. At September 30, 2023, within this segment there were two loans with a total recorded investment of $3,963,000 in nonaccrual status with specific allowances totaling $540,000. 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 September 30, 2023.

Total nonperforming assets as a percentage of total assets was 0.70% at September 30, 2023, up from 0.58% at June 30, 2023 and down from 0.87% at September 30, 2022. Total nonperforming assets were $17.4 million at September 30, 2023, up from $14.5 million at June 30, 2023 and down from $20.9 million at September 30, 2022. At September 30, 2023, total loans receivable individually evaluated with an allowance were $7,861,000, with specific allowances (included in the total ACL on loans receivable) totaling $820,000. In comparison, at June 30, 2023 loans individually evaluated with an allowance totaled $5,785,000 with specific allowances totaling $720,000, and at September 30, 2022 loans individually evaluated with an allowance totaled $3,396,000 with specific allowances totaling $427,000.

Deposits totaled $2,024,997,000 at September 30, 2023, up $14,879,000 (0.7%) from $2,010,118,000 at June 30, 2023, despite a decrease of $8,141,000 in brokered deposits to $62,512,000 at September 30, 2023 from $70,653,000 at June 30, 2023. Total deposits, excluding brokered deposits, were up $23,020,000 (1.2%) at September 30, 2023 from June 30, 2023. Total deposits were down $14,598,000 (0.7%) at September 30, 2023 as compared to September 30, 2022, including an increase in brokered deposits of $30,137,000. At September 30, 2023, C&N’s estimated uninsured deposits totaled $603.0 million, or 29.5% of the Bank’s total deposits, down slightly from $605.8 million, or 29.9% of the Bank’s total deposits at June 30, 2023. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $188.9 million, or 9.3% of the Bank’s total deposits at September 30, 2023.

C&N maintained highly liquid sources of available funds totaling $1.1 billion at September 30, 2023, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $752.8 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $20.8 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 $227.7 million. At September 30, 2023, available funding from these sources totaled 181.8% of uninsured deposits, and 264.8% 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 $188,032,000 at September 30, 2023, up from $186,153,000 at June 30, 2023 and $97,249,000 at September 30, 2022. Federal Home Loan Bank borrowings maturing overnight or within 3 months totaled $23,790,000 at September 30, 2023, down from $30,500,000 at June 30, 2023 and up from $4,013,000 at September 30, 2022.

Total stockholders’ equity was $240,205,000 at September 30, 2023, down from $248,117,000 at June 30, 2023 and up from $238,789,000 at September 30, 2022. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $60,278,000 at September 30, 2023, $48,536,000 at June 30, 2023 and $56,766,000 at September 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.

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On July 11, 2023, C&N announced that it had completed the treasury stock repurchase program that began in February 2021. 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 three months ended September 30, 2023, 10,683 shares were repurchased for a total cost of $203,000, at an average price of $19.01 per share. For the nine months ended September 30, 2023, 325,300 shares were repurchased for a total cost of $6,500,000, at an average price of $19.98 per share. On September 25, 2023, the Corporation announced a new treasury stock repurchase program. Under the newly approved program, C&N is authorized to repurchase up to 750,000 shares of C&N’s common stock, or slightly less than 5% of C&N’s issued and outstanding shares at August 4, 2023. The new program was effective when publicly announced and will continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion. All shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plans and its equity compensation program.

Citizens & Northern Bank is subject to various regulatory capital requirements. At September 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 $1,128,600,000 at September 30, 2023, down 2.3% from $1,154,728,000 at June 30, 2023 and up 12.4% from $1,003,785,000 at September 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 $212,000, $239,000 and $309,000 for the third quarter 2023, second quarter 2023 and third quarter 2022, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $720,000 for the nine months ended September 30, 2023 and $923,000 for the nine months ended September 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.

8


EX-99.2 3 cznc-20231019xex99d2.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

 

2023

2022

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

29,118

$

23,710

$

5,408

 

22.81

%

Interest Expense

 

9,455

 

2,831

 

6,624

 

233.98

%

Net Interest Income

 

19,663

 

20,879

 

(1,216)

 

(5.82)

%

(Credit) Provision for Credit Losses

 

(1,225)

 

3,794

 

(5,019)

 

(132.29)

%

Net Interest Income After (Credit) Provision for Credit Losses

 

20,888

 

17,085

 

3,803

 

22.26

%

Noninterest Income

 

6,489

 

5,651

 

838

 

14.83

%

Net Realized Gains on Available-for-sale Debt Securities

 

 

20

 

(20)

 

(100.00)

%

Noninterest Expense

 

17,940

 

17,443

 

497

 

2.85

%

Income Before Income Tax Provision

 

9,437

 

5,313

 

4,124

 

77.62

%

Income Tax Provision

 

1,846

 

858

 

988

 

115.15

%

Net Income

$

7,591

$

4,455

$

3,136

 

70.39

%

Net Income Attributable to Common Shares (1)

$

7,534

$

4,416

$

3,118

 

70.61

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.50

$

0.29

$

0.21

 

72.41

%

Net Income - Diluted

$

0.50

$

0.29

$

0.21

 

72.41

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,154,797

 

15,364,075

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,154,797

 

15,367,189

 

  

 

  

    

NINE MONTHS ENDED

    

    

    

    

 

SEPTEMBER 30,

 

2023

    

2022

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

83,268

$

66,792

$

16,476

 

24.67

%

Interest Expense

 

22,462

 

5,956

 

16,506

 

277.13

%

Net Interest Income

 

60,806

 

60,836

 

(30)

 

(0.05)

%

(Credit) Provision for Credit Losses

 

(765)

 

4,993

 

(5,758)

 

(115.32)

%

Net Interest Income After (Credit) Provision for Credit Losses

 

61,571

 

55,843

 

5,728

 

10.26

%

Noninterest Income

 

18,733

 

18,302

 

431

 

2.35

%

Net Realized Gains on Available-for-sale Debt Securities

 

6

 

21

 

(15)

 

(71.43)

%

Noninterest Expense

 

55,749

 

51,368

 

4,381

 

8.53

%

Income Before Income Tax Provision

 

24,561

 

22,798

 

1,763

 

7.73

%

Income Tax Provision

 

4,674

 

3,959

 

715

 

18.06

%

Net Income

$

19,887

$

18,839

$

1,048

 

5.56

%

Net Income Attributable to Common Shares (1)

$

19,731

$

18,670

$

1,061

 

5.68

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

1.29

$

1.21

$

0.08

 

6.61

%

Net Income - Diluted

$

1.29

$

1.21

$

0.08

 

6.61

%

Dividends Per Share

$

0.84

$

0.84

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,263,391

 

15,482,672

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,264,395

 

15,485,948

 

  

 

  

(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, 

 

    

2023

    

2022

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

52,658

$

64,044

$

(11,386)

 

(17.78)

%

Available-for-sale Debt Securities

 

429,138

 

487,980

 

(58,842)

 

(12.06)

%

Loans, Net

 

1,812,585

 

1,674,076

 

138,509

 

8.27

%

Bank-Owned Life Insurance

31,557

31,074

483

1.55

%

Bank Premises and Equipment, Net

21,267

21,881

(614)

(2.81)

%

Deferred Tax Asset, Net

23,731

22,327

1,404

6.29

%

Intangible Assets

 

55,076

 

55,492

 

(416)

 

(0.75)

%

Other Assets

 

57,937

 

43,306

 

14,631

 

33.79

%

TOTAL ASSETS

$

2,483,949

$

2,400,180

$

83,769

 

3.49

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,024,997

$

2,039,595

$

(14,598)

 

(0.72)

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

148,529

 

57,920

 

90,609

 

156.44

%

Senior Notes, Net

14,814

14,749

65

 

0.44

%

Subordinated Debt, Net

 

24,689

 

24,580

 

109

 

0.44

%

Other Liabilities

 

30,715

 

24,547

 

6,168

 

25.13

%

TOTAL LIABILITIES

 

2,243,744

 

2,161,391

 

82,353

 

3.81

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Loss

 

300,031

 

295,258

 

4,773

 

1.62

%

Accumulated Other Comprehensive (Loss) Income:

 

 

  

 

  

 

  

Net Unrealized Losses on Available-for-sale Debt Securities

 

(60,278)

 

(56,766)

 

(3,512)

 

6.19

%

Defined Benefit Plans

 

452

 

297

 

155

 

52.19

%

TOTAL STOCKHOLDERS' EQUITY

 

240,205

 

238,789

 

1,416

 

0.59

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,483,949

$

2,400,180

$

83,769

 

3.49

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2023

    

2022

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

7,591

$

4,455

 

70.39

%

Return on Average Assets (Annualized)

 

1.23

%  

 

0.74

%  

66.22

%

Return on Average Equity (Annualized)

 

12.28

%  

 

6.85

%  

79.27

%

    

AS OF OR FOR THE

    

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2023

    

2022

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

19,887

$

18,839

 

5.56

%

Return on Average Assets (Annualized)

 

1.08

%  

 

1.06

%  

1.89

%

Return on Average Equity (Annualized)

 

10.58

%  

 

9.20

%  

15.00

%

BALANCE SHEET HIGHLIGHTS

 

  

 

  

 

  

Total Assets

$

2,483,949

$

2,400,180

 

3.49

%

Available-for-Sale Debt Securities

 

429,138

 

487,980

 

(12.06)

%

Loans, Net

 

1,812,585

 

1,647,076

 

10.05

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

18,085

 

16,170

 

11.84

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

900

 

500

 

80.00

%

Deposits

 

2,024,997

 

2,039,595

 

(0.72)

%

OFF-BALANCE SHEET

 

  

 

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

318,526

$

331,495

 

(3.91)

%

Trust Assets Under Management

 

1,128,600

 

1,003,785

 

12.43

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

1.29

$

1.21

 

6.61

%

Net Income - Diluted

$

1.29

$

1.21

 

6.61

%

Dividends

$

0.84

$

0.84

 

0.00

%

Common Book Value

$

15.72

$

15.41

 

2.01

%

Tangible Common Book Value (a)

$

12.12

$

11.83

 

2.45

%

Market Value (Last Trade)

$

17.55

$

24.18

 

(27.42)

%

Market Value / Common Book Value

 

111.64

%  

 

156.91

%  

(28.85)

%

Market Value / Tangible Common Book Value

 

144.80

%  

 

204.40

%  

(29.16)

%

Price Earnings Multiple (Annualized)

 

10.20

 

15.02

 

(32.09)

%

Dividend Yield (Annualized)

 

6.38

%  

 

4.63

%  

37.80

%

Common Shares Outstanding, End of Period

 

15,275,686

 

15,500,416

 

(1.45)

%

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

 

    

2023

    

2022

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (a)

 

7.62

%  

7.82

%  

(2.56)

%

Nonperforming Assets / Total Assets

 

0.70

%  

0.87

%  

(19.54)

%

Allowance for Credit Losses / Total Loans

 

0.99

%  

0.96

%  

3.13

%

Total Risk Based Capital Ratio (b)

 

15.83

%  

15.80

%  

0.19

%

Tier 1 Risk Based Capital Ratio (b)

 

13.44

%  

13.48

%  

(0.30)

%

Common Equity Tier 1 Risk Based Capital Ratio (b)

 

13.44

%  

13.48

%  

(0.30)

%

Leverage Ratio (b)

 

9.91

%  

10.04

%  

(1.29)

%

AVERAGE BALANCES

Average Assets

$

2,454,599

$

2,359,863

 

4.01

%

Average Equity

$

250,518

$

273,129

 

(8.28)

%

EFFICIENCY RATIO (c)

Net Interest Income on a Fully Taxable-Equivalent

Basis (c)

$

61,526

$

61,759

 

(0.38)

%

Noninterest Income

 

18,733

 

18,302

 

2.35

%

Total (1)

$

80,259

$

80,061

 

0.25

%

Noninterest Expense (2)

$

55,749

$

51,368

 

8.53

%

Efficiency Ratio = (2)/(1)

 

69.46

%  

 

64.16

%  

8.26

%

(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

    

$

2,483,949

    

$

2,400,180

Less: Intangible Assets, Primarily Goodwill

 

(55,076)

 

(55,492)

Tangible Assets

$

2,428,873

$

2,344,688

Total Stockholders' Equity

$

240,205

$

238,789

Less: Intangible Assets, Primarily Goodwill

 

(55,076)

 

(55,492)

Tangible Common Equity (3)

$

185,129

$

183,297

Common Shares Outstanding, End of Period (4)

 

15,275,686

 

15,500,416

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

$

12.12

$

11.83

(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 :

September 30, 

    

June 30, 

    

March 31, 

    

December 31,

    

September 30, 

2023

2023

2023

2022

2022

Interest income

$

29,118

$

28,011

$

26,139

$

25,855

$

23,710

Interest expense

 

9,455

 

7,649

 

5,358

 

3,563

 

2,831

Net interest income

 

19,663

 

20,362

 

20,781

 

22,292

 

20,879

(Credit) provision for credit losses

 

(1,225)

 

812

 

(352)

 

2,262

 

3,794

Net interest income after (credit) provision for credit losses

 

20,888

 

19,550

 

21,133

 

20,030

 

17,085

Noninterest income

 

6,489

 

6,635

 

5,609

 

6,110

 

5,651

Net realized (losses) gains on securities

 

 

(1)

 

7

 

(1)

 

20

Noninterest expense

 

17,940

 

18,722

 

19,087

 

16,587

 

17,443

Income before income tax provision

 

9,437

 

7,462

 

7,662

 

9,552

 

5,313

Income tax provision

 

1,846

 

1,419

 

1,409

 

1,773

 

858

Net income

$

7,591

$

6,043

$

6,253

$

7,779

$

4,455

Net income attributable to common shares

$

7,534

$

5,996

$

6,201

$

7,711

$

4,416

Basic earnings per common share

$

0.50

$

0.39

$

0.40

$

0.50

$

0.29

Diluted earnings per common share

$

0.50

$

0.39

$

0.40

$

0.50

$

0.29

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

Sept. 30,

    

June 30,

    

March 31,

    

Dec. 31,

    

Sept. 30,

2023

2023

2023

2022

2022

ASSETS

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

52,658

$

51,762

$

52,212

$

55,048

$

64,044

Available-for-Sale Debt Securities

 

429,138

 

445,695

 

472,814

 

498,033

 

487,980

Loans, Net

 

1,812,585

 

1,795,454

 

1,726,793

 

1,723,425

 

1,674,076

Bank-Owned Life Insurance

31,557

31,504

31,352

31,214

31,074

Bank Premises and Equipment, Net

21,267

20,970

21,277

21,574

21,881

Deferred Tax Asset, Net

23,731

20,687

18,914

20,884

22,327

Intangible Assets

 

55,076

 

55,178

 

55,280

 

55,382

 

55,492

Other Assets

 

57,937

 

49,530

 

51,230

 

48,747

 

43,306

TOTAL ASSETS

$

2,483,949

$

2,470,780

$

2,429,872

$

2,454,307

$

2,400,180

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits (1)

$

2,024,997

$

2,010,118

$

1,916,040

$

1,997,593

$

2,039,595

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

148,529

 

146,694

 

192,097

 

142,409

 

57,920

Senior Notes, Net

14,814

14,798

14,781

14,765

14,749

Subordinated Debt, Net

 

24,689

 

24,661

 

24,634

 

24,607

 

24,580

Other Liabilities

 

30,715

 

26,392

 

26,752

 

25,608

 

24,547

TOTAL LIABILITIES

 

2,243,744

 

2,222,663

 

2,174,304

 

2,204,982

 

2,161,391

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

300,031

 

296,190

 

298,365

 

299,203

 

295,258

Accumulated Other Comprehensive (Loss) Income:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(60,278)

 

(48,536)

 

(43,271)

 

(50,370)

 

(56,766)

Defined Benefit Plans

 

452

 

463

 

474

 

492

 

297

TOTAL STOCKHOLDERS' EQUITY

 

240,205

 

248,117

 

255,568

 

249,325

 

238,789

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,483,949

$

2,470,780

$

2,429,872

$

2,454,307

$

2,400,180

(1) Brokered Deposits (Included in Total Deposits)

$

62,512

$

70,653

$

15,117

$

20,983

$

32,375

6


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

September 30, 2023

June 30, 2023

December 31, 2022

September 30, 2022

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

33,938

$

30,557

$

33,931

$

30,743

$

35,166

$

31,836

$

35,155

$

31,599

Obligations of U.S. Government agencies

21,372

18,796

22,899

20,552

25,938

23,430

23,939

21,389

Bank holding company debt securities

28,950

22,311

28,948

23,325

28,945

25,386

28,944

25,432

Obligations of states and political subdivisions:

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Tax-exempt

 

123,598

 

104,453

 

125,247

 

113,170

 

146,149

 

132,623

 

146,847

 

126,710

Taxable

 

65,408

 

53,457

 

65,715

 

55,702

 

68,488

 

56,812

 

69,902

 

58,317

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

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Residential pass-through securities

 

109,102

 

94,469

 

105,027

 

92,795

 

112,782

 

99,941

 

116,833

 

102,739

Residential collateralized mortgage obligations

 

38,267

 

33,397

 

40,444

 

35,897

 

44,868

 

40,296

 

44,075

 

39,632

Commercial mortgage-backed securities

 

76,627

 

63,672

 

76,780

 

65,517

 

91,388

 

79,686

 

89,349

 

77,383

Private label commercial mortgage-backed securities

8,178

8,026

8,141

7,994

8,070

8,023

4,793

4,779

Total Available-for-Sale Debt Securities

$

505,440

$

429,138

$

507,132

$

445,695

$

561,794

$

498,033

$

559,837

$

487,980

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

September 30, 

    

June 30, 

    

December 31, 

    

September 30, 

2023

2023

2022

2022

Commercial real estate - non-owner occupied

 

  

 

  

 

  

 

  

Non-owner occupied

$

503,434

$

505,519

$

454,386

$

425,061

Multi-family (5 or more) residential

61,061

61,004

55,406

58,498

1-4 Family - commercial purpose

172,792

167,260

165,805

165,162

Total commercial real estate - non-owner occupied

737,287

733,783

675,597

648,721

Commercial real estate - owner occupied

231,112

227,801

205,910

212,081

All other commercial loans:

Commercial and industrial

80,960

80,270

95,368

99,800

Commercial lines of credit

122,189

122,607

141,444

131,935

Political subdivisions

80,415

84,456

86,663

78,992

Commercial construction and land

91,014

80,391

60,892

65,020

Other commercial loans

21,125

24,960

25,710

25,948

Total all other commercial loans

395,703

392,684

410,077

401,695

Residential mortgage loans:

1-4 Family - residential

385,777

378,698

363,005

355,321

1-4 Family residential construction

24,236

25,535

30,577

19,632

Total residential mortgage

410,013

404,233

393,582

374,953

Consumer loans:

Consumer lines of credit (including HELCs)

37,736

36,608

36,650

36,051

All other consumer

18,819

19,401

18,224

16,745

Total consumer

56,555

56,009

54,874

52,796

Total

1,830,670

1,814,510

1,740,040

1,690,246

Less: allowance for credit losses on loans

(18,085)

(19,056)

(16,615)

(16,170)

Loans, net

$

1,812,585

$

1,795,454

$

1,723,425

$

1,674,076

7


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, 

2023

2023

2022

2023

2022

Market Rate Adjustment

 

  

 

  

  

 

  

 

  

Adjustments to gross amortized cost of loans at beginning of period

$

(1,000)

$

(968)

$

(866)

$

(916)

$

(637)

Amortization recognized in interest income

(16)

(32)

5

(100)

(224)

Adjustments to gross amortized cost of loans at end of period

$

(1,016)

$

(1,000)

$

(861)

$

(1,016)

$

(861)

Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$

(1,446)

$

(1,642)

$

(2,403)

$

(1,840)

$

(3,335)

Accretion recognized in interest income

 

147

 

196

 

308

 

541

 

1,240

Adjustments to gross amortized cost of loans at end of period

$

(1,299)

$

(1,446)

$

(2,095)

$

(1,299)

$

(2,095)

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

    

September 30, 

    

June 30, 

    

December 31,

    

September 30, 

2023

2023

2022

2022

Loans individually evaluated with a valuation allowance

$

7,861

$

5,785

$

3,460

$

3,396

Loans individually evaluated without a valuation allowance

4,146

3,314

14,871

6,130

Purchased credit impaired loans

 

0

 

0

 

1,027

 

3,783

Total individually evaluated loans

$

12,007

$

9,099

$

19,358

$

13,309

Total loans past due 30-89 days and still accruing

$

3,675

$

4,709

$

7,079

$

3,041

Nonperforming assets:

 

  

 

  

 

  

 

  

Purchased credit impaired loans

$

0

$

0

$

1,027

$

3,783

Other nonaccrual loans

15,501

12,827

22,058

13,176

Total nonaccrual loans

15,501

12,827

23,085

16,959

Total loans past due 90 days or more and still accruing

 

1,292

 

1,164

 

2,237

 

3,499

Total nonperforming loans

 

16,793

 

13,991

 

25,322

 

20,458

Foreclosed assets held for sale (real estate)

 

633

 

459

 

275

 

454

Total nonperforming assets

$

17,426

$

14,450

$

25,597

$

20,912

Total nonperforming loans as a % of total loans

 

0.92

%  

 

0.77

%  

 

1.46

%  

 

1.21

%

Total nonperforming assets as a % of assets

 

0.70

%  

 

0.58

%  

 

1.04

%  

 

0.87

%

Allowance for credit losses as a % of total loans

 

0.99

%  

 

1.05

%  

 

0.95

%  

 

0.96

%

8


ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

    

3 Months

    

3 Months

    

9 Months

    

9 Months

Ended

Ended

Ended

Ended

September 30, 

June 30, 

September 30, 

September 30, 

2023

2023

2023

2022

Balance, beginning of period

$

19,056

$

18,346

$

16,615

$

13,537

Adoption of ASU 2016-13 (CECL)

0

0

2,104

0

Charge-offs

 

(98)

 

(134)

 

(299)

 

(2,417)

Recoveries

 

60

 

8

 

74

 

57

Net charge-offs

 

(38)

 

(126)

 

(225)

 

(2,360)

(Credit) provision for credit losses on loans

 

(933)

 

836

 

(409)

 

4,993

Balance, end of period

$

18,085

$

19,056

$

18,085

$

16,170

ANALYSIS OF THE (CREDIT) PROVISION FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

9 Months

9 Months

Ended

Ended

Ended

Ended

September 30, 

June 30, 

September 30, 

September 30, 

2023

2023

2023

2022

(Credit) provision for credit losses:

Loans receivable

$

(933)

$

836

$

(409)

$

4,993

Off-balance sheet exposures (1)

 

(292)

 

(24)

 

(356)

 

0

Total (credit) provision for credit losses

$

(1,225)

$

812

$

(765)

$

4,993

(1) The (credit) provision 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

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

    

2023

    

2023

    

2022

2023

    

2022

INTEREST INCOME

Interest-bearing due from banks

$

345

$

309

$

176

$

932

$

335

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,077

 

2,152

 

2,138

 

6,440

 

6,143

Tax-exempt

 

681

 

713

 

947

 

2,161

 

2,811

Total available-for-sale debt securities

 

2,758

 

2,865

 

3,085

 

8,601

 

8,954

Loans receivable:

 

 

Taxable

 

25,526

 

24,360

 

19,967

 

72,314

 

55,662

Paycheck Protection Program

3

2

118

8

899

Tax-exempt

680

700

635

2,093

1,796

Total loans receivable

26,209

25,062

20,720

74,415

58,357

Other earning assets

18

14

38

40

69

Total Interest Income

29,330

28,250

24,019

83,988

67,715

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

2,360

1,512

487

4,859

989

Money market

1,669

1,112

639

3,654

1,270

Savings

60

63

66

186

191

Time deposits

3,175

2,412

780

6,894

1,562

Total interest-bearing deposits

7,264

5,099

1,972

15,593

4,012

Borrowed funds:

Short-term

677

1,144

179

2,918

302

Long-term - FHLB advances

1,164

1,056

332

2,901

436

Senior notes, net

120

119

119

359

357

Subordinated debt, net

230

231

229

691

849

Total borrowed funds

2,191

2,550

859

6,869

1,944

Total Interest Expense

9,455

7,649

2,831

22,462

5,956

Net Interest Income

$

19,875

$

20,601

$

21,188

$

61,526

$

61,759

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

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

2023

    

2023

    

2022

2023

    

2022

Net Interest Income Under U.S. GAAP

$

19,663

$

20,362

$

20,879

$

60,806

$

60,836

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

84

103

179

314

553

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

128

136

130

406

370

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

$

19,875

$

20,601

$

21,188

$

61,526

$

61,759

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

 

9/30/2023

Return/

6/30/2023

Return/

9/30/2022

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

31,729

 

4.31

%  

$

29,861

 

4.15

%

$

34,465

 

2.03

%

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

 

 

 

  

 

  

 

  

 

  

Taxable

 

379,709

 

2.17

%  

 

395,725

 

2.18

%

 

414,147

 

2.05

%

Tax-exempt

 

124,435

 

2.17

%  

 

126,839

 

2.25

%

 

150,773

 

2.49

%

Total available-for-sale debt securities

 

504,144

 

2.17

%  

 

522,564

 

2.20

%

 

564,920

 

2.17

%

Loans receivable:

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

 

1,729,835

 

5.85

%  

 

1,697,592

 

5.76

%

 

1,582,245

 

5.01

%

Paycheck Protection Program

 

137

 

8.69

%  

 

148

 

5.42

%

 

4,695

 

9.97

%

Tax-exempt

 

87,026

 

3.10

%  

 

90,111

 

3.12

%

 

87,330

 

2.88

%

Total loans receivable

 

1,816,998

 

5.72

%  

 

1,787,851

 

5.62

%

 

1,674,270

 

4.91

%

Other earning assets

 

1,468

 

4.86

%  

 

1,325

 

4.24

%

 

3,925

 

3.84

%

Total Earning Assets

 

2,354,339

 

4.94

%  

 

2,341,601

 

4.84

%

 

2,277,580

 

4.18

%

Cash

 

22,068

 

  

 

23,084

 

  

 

23,731

 

  

Unrealized loss on securities

 

(63,110)

 

  

 

(56,564)

 

  

 

(44,559)

 

  

Allowance for credit losses

 

(19,540)

 

  

 

(18,795)

 

  

 

(14,914)

 

  

Bank-owned life insurance

31,559

31,410

30,991

Bank premises and equipment

 

21,132

 

  

 

21,140

 

  

 

21,874

 

  

Intangible assets

 

55,125

 

  

 

55,228

 

  

 

55,547

 

  

Other assets

 

74,483

 

  

 

69,213

 

  

 

57,012

 

  

Total Assets

$

2,476,056

 

  

$

2,466,317

 

  

$

2,407,262

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Interest checking

$

512,074

 

1.83

%  

$

463,300

 

1.31

%

$

442,647

 

0.44

%

Money market

 

340,618

 

1.94

%  

 

328,581

 

1.36

%

 

438,770

 

0.58

%

Savings

 

232,240

 

0.10

%  

 

247,434

 

0.10

%

 

261,422

 

0.10

%

Time deposits

 

406,436

 

3.10

%  

 

375,557

 

2.58

%

 

298,628

 

1.04

%

Total interest-bearing deposits

 

1,491,368

 

1.93

%  

 

1,414,872

 

1.45

%

 

1,441,467

 

0.54

%

Borrowed funds:

 

  

 

 

  

 

 

  

 

Short-term

 

49,157

 

5.46

%  

 

87,479

 

5.25

%

 

33,970

 

2.09

%

Long-term - FHLB advances

 

119,395

 

3.87

%  

 

110,982

 

3.82

%

 

51,628

 

2.55

%

Senior notes, net

 

14,808

 

3.22

%  

 

14,789

 

3.23

%

 

14,741

 

3.20

%

Subordinated debt, net

 

24,676

 

3.70

%  

 

24,648

 

3.76

%

 

24,566

 

3.70

%

Total borrowed funds

 

208,036

 

4.18

%  

 

237,898

 

4.30

%

 

124,905

 

2.73

%

Total Interest-bearing Liabilities

 

1,699,404

 

2.21

%  

 

1,652,770

 

1.86

%

 

1,566,372

 

0.72

%

Demand deposits

 

498,724

 

  

 

533,533

 

  

 

557,116

 

  

Other liabilities

 

30,749

 

  

 

28,217

 

  

 

23,588

 

  

Total Liabilities

 

2,228,877

 

  

 

2,214,520

 

  

 

2,147,076

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

296,577

 

  

 

296,015

 

  

 

295,086

 

  

Accumulated other comprehensive loss

 

(49,398)

 

  

 

(44,218)

 

  

 

(34,900)

 

  

Total Stockholders' Equity

 

247,179

 

  

 

251,797

 

  

 

260,186

 

  

Total Liabilities and Stockholders' Equity

$

2,476,056

 

  

$

2,466,317

 

  

$

2,407,262

 

  

Interest Rate Spread

 

2.73

%  

 

2.98

%

 

3.46

%

Net Interest Income/Earning Assets

3.35

%  

3.53

%

3.69

%

Total Deposits (Interest-bearing and Demand)

$

1,990,092

 

  

$

1,948,405

 

  

$

1,998,583

 

  

(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)

    

9 Months

    

    

9 Months

    

 

Ended

Rate of

Ended

Rate of

 

9/30/2023

Return/

9/30/2022

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

  

 

Interest-bearing due from banks

$

31,076

 

4.01

%  

$

55,154

 

0.81

%

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

 

 

 

  

 

  

Taxable

 

395,070

 

2.18

%  

 

408,178

 

2.01

%

Tax-exempt

 

127,530

 

2.27

%  

 

148,977

 

2.52

%

Total available-for-sale debt securities

 

522,600

 

2.20

%  

 

557,155

 

2.15

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,687,444

 

5.73

%  

 

1,507,756

 

4.94

%

Paycheck Protection Program

149

7.18

%  

10,887

11.04

%

Tax-exempt

 

89,645

 

3.12

%  

 

85,492

 

2.81

%

Total loans receivable

 

1,777,238

 

5.60

%  

 

1,604,135

 

4.86

%

Other earning assets

 

1,332

 

4.02

%  

 

2,750

 

3.35

%

Total Earning Assets

 

2,332,246

 

4.81

%  

 

2,219,194

 

4.08

%

Cash

 

22,475

 

22,527

 

  

Unrealized loss on securities

 

(59,921)

 

(28,068)

 

  

Allowance for loan losses

 

(18,472)

 

(14,406)

 

  

Bank-owned life insurance

31,413

30,857

Bank premises and equipment

 

21,262

 

21,494

 

  

Intangible assets

 

55,227

 

55,655

 

  

Other assets

 

70,369

 

52,610

 

  

Total Assets

$

2,454,599

$

2,359,863

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

477,751

 

1.36

%  

$

431,344

 

0.31

%

Money market

 

344,527

 

1.42

%  

 

448,377

 

0.38

%

Savings

 

245,483

 

0.10

%  

 

255,433

 

0.10

%

Time deposits

 

365,174

 

2.52

%  

 

281,673

 

0.74

%

Total interest-bearing deposits

 

1,432,935

 

1.45

%  

 

1,416,827

 

0.38

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

75,978

 

5.13

%  

 

24,306

 

1.66

%

Long-term - FHLB advances

 

103,817

 

3.74

%  

 

32,509

 

1.79

%

Senior notes, net

 

14,790

 

3.25

%  

 

14,725

 

3.24

%

Subordinated debt, net

 

24,648

 

3.75

%  

 

27,966

 

4.06

%

Total borrowed funds

 

219,233

 

4.19

%  

 

99,506

 

2.61

%

Total Interest-bearing Liabilities

 

1,652,168

 

1.82

%  

 

1,516,333

 

0.53

%

Demand deposits

 

523,822

 

547,836

 

  

Other liabilities

 

28,091

 

22,565

 

  

Total Liabilities

 

2,204,081

 

2,086,734

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

297,386

 

295,019

 

  

Accumulated other comprehensive loss

 

(46,868)

 

(21,890)

 

  

Total Stockholders' Equity

 

250,518

 

273,129

 

  

Total Liabilities and Stockholders' Equity

$

2,454,599

$

2,359,863

 

  

Interest Rate Spread

 

2.99

%  

 

  

 

3.55

%

Net Interest Income/Earning Assets

 

3.53

%  

 

  

 

3.72

%

Total Deposits (Interest-bearing and Demand)

$

1,956,757

$

1,964,663

(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

Nine Months Ended

September 30, 

June 30,

September 30, 

September 30, 

September 30, 

    

2023

    

2023

    

2022

2023

2022

Trust revenue

$

1,919

$

1,804

$

1,744

$

5,500

$

5,245

Brokerage and insurance revenue

 

394

 

365

 

696

 

1,189

1,784

Service charges on deposit accounts

 

1,443

 

1,388

 

1,105

 

4,121

3,662

Interchange revenue from debit card transactions

 

1,098

 

1,010

 

1,031

 

3,115

3,050

Net gains from sales of loans

 

237

 

139

 

131

 

450

733

Loan servicing fees, net

 

154

 

190

 

189

 

466

757

Increase in cash surrender value of life insurance

 

160

 

152

 

133

 

450

405

Other noninterest income

 

1,084

 

1,587

 

622

 

3,442

2,666

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

$

6,489

$

6,635

$

5,651

$

18,733

$

18,302

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

    

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2023

2023

2022

2023

2022

Salaries and employee benefits

$

10,878

$

10,777

$

10,826

$

33,082

$

31,698

Net occupancy and equipment expense

 

1,268

 

1,323

 

1,498

 

3,993

 

4,217

Data processing and telecommunications expenses

 

1,823

 

1,900

 

1,719

 

5,659

 

5,062

Automated teller machine and interchange expense

 

504

 

395

 

397

 

1,374

 

1,128

Pennsylvania shares tax

 

403

 

404

 

487

 

1,210

 

1,463

Professional fees

 

487

 

564

 

521

 

1,988

 

1,490

Other noninterest expense

 

2,577

 

3,359

 

1,995

 

8,443

 

6,310

Total noninterest expense

$

17,940

$

18,722

$

17,443

$

55,749

$

51,368

NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

September 30, 

% of Non-owner

% of

2023

Occupied CRE

Total Loans

Industrial

$

107,268

21.3

%

5.9

%

Office

94,729

18.8

%

5.2

%

Retail

94,542

18.8

%

5.2

%

Hotels

73,511

14.6

%

4.0

%

Mixed Use

59,702

11.9

%

3.3

%

Other

73,682

14.6

%

4.0

%

Total Non-owner Occupied CRE Loans

$

503,434

Total Gross Loans

$

1,830,670

13


LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities

    

Outstanding

Available

Total Credit

September 30, 

June 30, 

Dec. 31,

September 30, 

June 30, 

Dec. 31,

September 30, 

June 30, 

Dec. 31,

2023

2023

2022

2023

2023

2022

2023

2023

2022

Federal Home Loan Bank of Pittsburgh

$

165,951

$

157,428

$

150,099

$

752,847

$

725,417

$

689,279

$

918,798

$

882,845

$

839,378

Federal Reserve Bank Discount Window

0

0

0

20,766

21,903

23,107

20,766

21,903

23,107

Other correspondent banks

0

0

0

95,000

95,000

95,000

95,000

95,000

95,000

Total credit facilities

$

165,951

$

157,428

$

150,099

$

868,613

$

842,320

$

807,386

$

1,034,564

$

999,748

$

957,485

Uninsured Deposits Information

September 30, 

June 30, 

December 31, 

2023

2023

2022

Total Deposits - C&N Bank

$

2,040,506

$

2,025,471

$

2,016,666

Estimated Total Uninsured Deposits

$

602,957

$

605,801

$

689,435

Portion of Uninsured Deposits that are

Collateralized

188,927

172,976

205,886

Uninsured and Uncollateralized Deposits

$

414,030

$

432,825

$

483,549

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

20.3

%  

21.4

%  

24.0

%  

Available Funding from Credit Facilities

$

868,613

$

842,320

$

807,386

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

227,667

257,537

272,475

Highly Liquid Available Funding

$

1,096,280

$

1,099,857

$

1,079,861

Highly Liquid Available Funding as a % of

Uninsured Deposits

181.8

%  

181.6

%  

156.6

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

264.8

%  

254.1

%  

223.3

%  

14