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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 17, 2024

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-months period ended September 30, 2024. On October 17, 2024, the Company issued a press release titled “C&N Declares Dividend and Announces Third Quarter 2024 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 17, 2024, titled “C&N Declares Dividend and Announces Third Quarter 2024 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 17, 2024

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20241017xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

October 17, 2024

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2024 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, 2024. C&N’s principal activity is community banking, and the largest subsidiary is Citizens & Northern Bank (the “Bank”).

Highlights:

Net income was $6,365,000, or $0.41 diluted earnings per share for the third quarter 2024, up from $6,113,000, or $0.40 per diluted share in the second quarter 2024, and down from $7,591,000, or $0.50 per diluted share in the third quarter 2023. Net income for the nine months ended September 30, 2024 was $17,784,000, or $1.16 diluted earnings per share, down from $19,887,000, or $1.29 diluted earnings per share for the first nine months of 2023.
In the third quarter 2024, net interest income was $711,000 higher than in the second quarter 2024 and $493,000 higher than in the third quarter 2023. The net interest margin was 3.29% in the third quarter 2024 as compared to 3.31% in the second quarter 2024 and 3.35% in the third quarter 2023. For the nine months ended September 30, 2024, net interest income was $2,164,000 lower than in the first nine months of 2023.  The net interest margin was 3.30% for the first nine months of 2024, down from 3.53% in the corresponding period of 2023.
The provision for credit losses was $1,207,000 and $2,726,000 in the third quarter 2024 and in the first nine months of 2024, respectively, compared to a credit for credit losses (reduction in expense) of $1,225,000 and $765,000 in the third quarter 2023 and the first nine months of 2023, respectively. At September 30, 2024, the allowance for credit losses (“ACL”) was $20,442,000, or 1.08% of gross loans receivable, up from $19,208,000, or 1.04% of gross loans receivable, at December 31, 2023.
Total loans receivable were $443,000 lower at September 30, 2024 compared to June 30, 2024. Average loans receivable increased 1.1% (annualized) during the third quarter 2024 from the second quarter 2024. Average loans receivable were higher by 5.6% for the nine months ended September 30, 2024, as compared to the first nine months of 2023.
Nonperforming loans totaled $24.5 million, or 1.29% of total loans, at September 30, 2024, up from $19.6 million, or 1.04% of total loans, at June 30 2024 and $18.4 million, or 0.99% of total loans, at December 31, 2023. Total nonperforming assets were 0.92% of total assets at September 30, 2024, up from 0.76% at June 30, 2024 and up from 0.75% at December 31, 2023. The increase in nonperforming assets in the third quarter 2024 included the impact of classifying commercial construction and land loans to two borrowers with carrying balances totaling $6.7 million as nonaccrual at September 30, 2024.
Deposits totaled $2,135,879,000 at September 30, 2024, up $76,570,000 (3.7%) from $2,059,309,000 at June 30, 2024, despite a decrease in brokered deposits of $14,450,000. Total deposits of $2,135,879,000, excluding brokered deposits of $45,051,000, were up $91,020,000 (4.6%) at September 30, 2024 from June 30, 2024. Average total deposits increased 13.5% (annualized) during the third quarter 2024 from the second quarter 2024 and were 4.0% higher for the nine months ended September 30, 2024, as compared to the first nine months of 2023.
At September 30, 2024, estimated uninsured and uncollateralized deposits totaled 21.9% 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, 2024, available funding from these sources totaled 160.8% of uninsured deposits and 223.2% of uninsured and uncollateralized deposits.

1


Dividend Declared and Unaudited Financial Information

On October 17, 2024, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 8, 2024 to shareholders of record as of October 28, 2024.

Highlights related to C&N’s third quarter and September 30, 2024 year-to-date unaudited U.S. GAAP earnings results as compared to results for the second quarter 2024, third quarter 2023 and nine months ended September 30, 2023 are presented below.

Third Quarter 2024 as Compared to Second Quarter 2024

Net income was $6,365,000, or $0.41 per diluted share, for the third quarter 2024 as compared to $6,113,000, or $0.40 per diluted share, for the second quarter 2024.

Net interest income of $20,156,000 in the third quarter 2024 increased $711,000 from the second quarter 2024. Average total earning assets increased $75,598,000 from the prior quarter, as average interest-bearing due from banks increased $76,746,000. Average total deposits increased $68,134,000 and average loans receivable increased $5,084,000 in the third quarter 2024 from the total for the prior quarter. The net interest margin was 3.29% in the third quarter 2024, down 0.02% from 3.31% in the second quarter 2024. The net interest spread decreased 0.06%, as the average rate on interest-bearing liabilities increased 0.12%, while the average yield on earning assets increased 0.06%.

For the quarter ended September 30, 2024, there was a provision for credit losses of $1,207,000, an increase of $642,000 compared to $565,000 in the second quarter 2024. The provision for the third quarter 2024 included a provision related to loans receivable of $1,297,000 and a credit related to off-balance sheet exposures of $90,000. In the third quarter 2024, the provision related to loans receivable included the impact of increases in the ACL from an increase in estimated future net charge-offs related to an economic forecast, an increase in C&N’s average net charge-off experience and an increase in qualitative factors partially offset by reductions in specific allowances on individually evaluated commercial loans. During the third quarter 2024, there was a partial charge-off of $640,000 on a non-owner occupied commercial real estate office loan with a specific allowance of $455,000 at June 30, 2024 and a partial charge-off of $427,000 on two commercial construction and land loans to one borrower with a specific allowance of $447,000 at June 30, 2024. In the third quarter 2024, net charge-offs totaled $1,237,000. The ACL on loans was 1.08% of gross loans receivable at September 30, 2024 and June 30, 2024.

Noninterest income of $7,133,000 in the third quarter 2024 decreased $721,000 from the second quarter 2024 amount. Significant variances included the following:

Ø Other noninterest income of $1,123,000 decreased $820,000 from the second quarter 2024, as the second quarter 2024 included income of $841,000 recognized from tax credits related to donations.

Ø Net gains from sale of loans of $360,000 increased $125,000 from the second quarter 2024, reflecting an increase in volume of residential mortgage loans sold.

Noninterest expense of $18,269,000 in the third quarter 2024 decreased $986,000 from the second quarter 2024 amount. Significant variances included the following:

Ø Other noninterest expense of $2,637,000 decreased $800,000 from the second quarter 2024. Within this category, donations expense decreased $986,000 from the second quarter 2024 as second quarter results included the impact of donations totaling $933,000 under the Pennsylvania Educational Improvement Tax Credit program which generated the second quarter income from tax credits of $841,000 noted above.

2


Ø Salaries and employee benefits expense of $10,875,000 decreased $148,000 from the second quarter 2024 including a decrease in health insurance expense of $376,000 resulting from a reduction in claims incurred on C&N’s partially self-insured plan.
The income tax provision of $1,448,000, or 18.5% of pre-tax income for the third quarter 2024 increased $82,000 from $1,366,000, or 18.3% of pre-tax income, for the second quarter 2024 reflecting an increase in pre-tax income for the quarter.

Third Quarter 2024 as Compared to Third Quarter 2023

Third quarter 2024 net income was $6,365,000, or $0.41 per diluted share, as compared to $7,591,000, or $0.50 per diluted share, in the third quarter 2023. Significant variances were as follows:

Net interest income of $20,156,000 in the third quarter 2024 was $493,000 higher than in the third quarter 2023. Average earning assets were $106,852,000 higher in the third quarter 2024 as compared to the third quarter 2023 as average total deposits increased $94,562,000. The net interest margin was 3.29% in the third quarter 2024, down from 3.35% in the third quarter 2023. The interest rate spread decreased 0.18%, as the average rate on interest-bearing liabilities increased 0.62%, while the average yield on earning assets increased 0.44%.  

For the quarter ended September 30, 2024, there was a provision for credit losses of $1,207,000, an increase of $2,432,000 in expense compared to a credit for credit losses (reduction in expense) of $1,225,000 in the third quarter 2023. The ACL as a percentage of gross loans receivable was 1.08% at September 30, 2024 as compared to 0.99% at September 30, 2023.

Noninterest income of $7,133,000 in the third quarter 2024 increased $644,000 from the third quarter 2023 amount. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $458,000 increased $298,000 from the third quarter 2023 reflecting the earnings on additional Bank-Owned Life Insurance purchased in December 2023.

Ø Brokerage and insurance revenue of $523,000 increased $129,000 due to an increase in sales volume.

Ø Net gains from sale of loans of $360,000 increased $123,000 from the third quarter 2023, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts increased $103,000 from the third quarter 2024 reflecting an increase in volume of fees.  

Noninterest expense of $18,269,000 in the third quarter 2024 increased $329,000 (1.8%) from the third quarter 2023 including increases of $109,000 in net occupancy and equipment expense, $68,000 in professional fees, $60,000 in other expenses and $59,000 in data processing and telecommunications expenses.

The income tax provision of $1,448,000, or 18.5% of pre-tax income for the third quarter 2024 decreased $398,000 from $1,846,000 or 19.6% of pre-tax income, for the third quarter 2023 consistent with the decrease in pre-tax income.

3


Nine Months Ended September 30, 2024 as Compared to Nine Months Ended September 30, 2023

Net income for the nine-month period ended September 30, 2024 was $17,784,000, or $1.16 per diluted share, as compared to $19,887,000, or $1.29 per diluted share, for the first nine months of 2023. Significant variances were as follows:

Net interest income totaled $58,642,000 in the nine months ended September 30, 2024, a decrease of $2,164,000 from the total for the first nine months of 2023. The net interest margin was 3.30% for the first nine months of 2024, down from 3.53% in the corresponding period of 2023. The interest rate spread decreased 0.39%, as the average rate on interest-bearing liabilities was higher by 0.89% while the average yield on earning assets increased 0.50%. Average total earning assets increased $68,438,000. Average total loans increased $99,838,000 (5.6%) and average total deposits increased $77,578,000 (4.0%).

For the nine months ended September 30, 2024, the provision for credit losses was $2,726,000, compared to a credit for credit losses (reduction in expense) of $765,000 in the first nine months of 2023 resulting in an increase of $3,491,000. For the nine months ended September 30, 2024, the provision related to loans receivable included the impact of increases in the ACL from an increase in qualitative adjustments related to changes in external indexes and an increase in past due and nonaccrual loans as well as net charge-offs in excess of specific allowances at December 31, 2023. The credit related to loans receivable for the nine months ended September 30, 2023 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. In the first nine months of 2024, the ACL increased $1,234,000 to 1.08% of loans receivable at September 30, 2024 as compared to 1.04% at December 31, 2023. For the nine months ended September 30, 2024, net charge-offs totaled $1,589,000, or 0.11% (annualized) of average loans receivable as compared to $225,000 or 0.02% annualized for the first nine months of 2023.

Noninterest income totaled $21,662,000 in the first nine months of 2024, up $2,929,000 from the total for the first nine months of 2023. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $1,372,000 increased $922,000 reflecting earnings on additional Bank-Owned Life Insurance purchased in December 2023.

Ø Other noninterest income of $4,083,000 increased $641,000 as dividends on FHLB-Pittsburgh and Federal Reserve stock totaled $1,292,000, an increase of $400,000, and income from tax credits related to donations increased $120,000.

Ø Brokerage and insurance revenue of $1,589,000 increased $400,000 due to an increase in sales volume.

Ø Trust revenue of $5,857,000 increased $357,000, consistent with appreciation in the trading prices of many U.S. equity securities and includes revenue from new business.

Ø Net gains from sale of loans of $786,000 increased $336,000, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $4,336,000 increased $215,000 reflecting an increase in volume of fees.

Noninterest expense totaled $55,828,000 for the first nine months of 2024, a decrease of $79,000 from the total for the first nine months of 2023. Significant variances included the following:  

Ø Other noninterest expense of $7,936,000 decreased $507,000. Within this category, significant variances included the following:

4


For the first nine months of 2024, there was a reduction in expense of $513,000 related to the defined benefit postretirement medical benefit plan, including a curtailment of $469,000 related to plan adjustments in the first quarter 2024. In comparison, in the first nine months of 2023, there was a reduction in expense associated with the postretirement plan of $15,000.
Legal fees totaled $491,000 in the first nine months of 2024, a decrease of $209,000, mainly due to lower fees incurred related to non-litigation-related corporate matters.
Ø Professional fees of $1,625,000 decreased $363,000 as 2023 included $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.

Ø Salaries and employee benefits expense of $33,460,000 increased $378,000, including an increase in base salaries expense of $690,000, or 3.1% and an increase of $451,000 in cash and stock-based incentive compensation, while estimated contributions to the Employee Stock Ownership Plan and Supplemental Executive Retirement Plan decreased $638,000 and health insurance expense decreased $344,000.

The income tax provision of $3,966,000, or 18.2% of pre-tax income for the nine months ended September 30, 2024 decreased $708,000 from $4,674,000, or 19.0% of pre-tax income for nine months ended September 30, 2023. The decrease in income tax provision in 2024 reflected the decrease in pre-tax income of $2,811,000.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,670,822,000 at September 30, 2024, up from $2,593,122,000 at June 30, 2024 and  $2,483,949,000  at September 30, 2023.

Cash and due from banks totaled $184,213,000 at September 30, 2024, up from $100,412,000 at June 30, 2024 and $52,658,000 at September 30, 2023. The more elevated cash position at September 30, 2024 includes the impact of strong deposit growth.

The amortized cost of available-for-sale debt securities decreased to $447,392,000 at September 30, 2024 from $453,944,000 at June 30, 2024 and $505,440,000 at September 30, 2023. The fair value of available-for-sale debt securities at September 30, 2024 was lower than the amortized cost basis by $38,970,000, or 8.7%. In comparison, the aggregate unrealized loss position was $52,799,000 (11.6%) at June 30, 2024 and $76,302,000 (15.1%) at September 30, 2023. The unrealized loss position of the portfolio has resulted from an increase in interest rates as compared to rates when the securities were purchased. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of September 30, 2024 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of September 30, 2024.

Gross loans receivable totaled $1,892,764,000 at September 30, 2024, a decrease of $443,000 from total loans at June 30, 2024 and an increase of $62,094,000 (3.4%) from total loans at September 30, 2023. In comparing outstanding balances at September 30, 2024 and 2023, total commercial loans were up $55,463,000 (4.1%), reflecting growth in owner occupied commercial real estate loans of $35,365,000 and other commercial loans of $36,282,000 offset by a decrease of $16,184,000 in non-owner occupied commercial real estate loans. Within other commercial loans, the outstanding balance of commercial construction and land loans increased $14,241,000, commercial and industrial loans increased $12,245,000, commercial lines of credit increased $6,272,000 and loans to political subdivisions increased $5,064,000. Total residential mortgage loans were down $2,584,000 (0.6%), and total consumer loans increased $9,215,000 (16.3%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $325.0 million at September 30, 2024, up $6.5 million (2.0%) from September 30, 2023.

5


At September 30, 2024, 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 $96,241,000, or 5.1% of gross loans receivable. At September 30, 2024, within this segment there were two loans with a total recorded investment of $3,204,000 in nonaccrual status with a specific allowance of $14,000 on one loan. During the third quarter 2024, there was a partial charge-off of $640,000 on the other office loan in nonaccrual status which had a specific allowance of $455,000 at June 30, 2024. The charge-off resulted from a decrease in the appraised value of property which is the primary source of collateral. At September 30, 2024, the carrying value of this loan was $1,846,000. At September 30, 2024, there was no specific allowance on this loan though it remained in nonaccrual status. 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, 2024.

Total nonperforming assets as a percentage of total assets was 0.92% at September 30, 2024, up from 0.76% at June 30, 2024 and 0.70% at September 30, 2023. Total nonperforming assets were $24.6 million at September 30, 2024, up from $19.8 million at June 30, 2024 and $17.4 million at September 30, 2023. The increase in nonperforming assets at September 30, 2024 as compared to June 30, 2024 included the impact of classifying commercial construction and land loans to two borrowers with carrying balance totaling $6.7 million at September 30, 2024 as nonaccrual. Based on management’s assessment, there was no valuation allowance on these loans at September 30, 2024.

Deposits totaled $2,135,879,000 at September 30, 2024, up $76,570,000 (3.7%) from $2,059,309,000 at June 30, 2024, despite a decrease in brokered deposits of $14,450,000. Total deposits of $2,135,879,000, excluding brokered deposits of $45,051,000, were up $91,020,000 (4.6%) at September 30, 2024 from June 30, 2024, including a seasonal increase in deposits of Pennsylvania-based municipal customers of $47,320,000. Total deposits were up $110,882,000 (5.5%) at September 30, 2024 as compared to September 30, 2023, despite a decrease in brokered deposits of $17,461,000. At September 30, 2024, C&N’s estimated uninsured deposits totaled $655.6 million, or 30.5% of the Bank’s total deposits, as compared to $592.2 million, or 29.2% of the Bank’s total deposits at December 31, 2023. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $183.3 million, or 8.5% of the Bank’s total deposits, at September 30, 2024 as compared to $151.0 million, or 7.4% of the Bank’s total deposits at December 31, 2023.

C&N maintained highly liquid sources of available funds totaling $1.1 billion at September 30, 2024, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $737.3 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $18.6 million, available federal funds lines with other banks of $75 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $223.1 million. At September 30, 2024, available funding from these sources totaled 160.8% of uninsured deposits, and 223.2% 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 $225,727,000 at September 30, 2024, down $16,434,000 from June 30, 2024 and up $37,695,000 from September 30, 2023.
Total stockholders’ equity was $277,305,000 at September 30, 2024, up from $263,221,000 at June 30, 2024 and $240,205,000 at September 30, 2023. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $30,396,000 at September 30, 2024, $41,710,000 at June 30, 2024 and $60,278,000 at September 30, 2023. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by fluctuations in interest rates including overall 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 September 25, 2023, the Corporation announced a new treasury stock repurchase program. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock.  During the three-month period ended September 30, 2024, 3,538 shares were repurchased for a total cost of $60,000, at an average price of $17.06 per share. During the nine-month period ended September 30, 2024, 26,034 shares were repurchased for a total cost of

6


$443,000, at an average price of $17.02 per share. At September 30, 2024, there were 723,966 shares available to be repurchased under the program.

Citizens & Northern Bank is subject to various regulatory capital requirements. At September 30, 2024, 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 $1,359,023,000 at September 30, 2024, up 5.8% from 1,284,674,000 at June 30, 2024, and up 20.4% from $1,128,600,000 at September 30, 2023. 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 $205,000, $202,000 and $212,000 for the third quarter 2024, second quarter 2024 and third quarter 2023, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $602,000 for the nine months ended September 30, 2024 and $720,000 for the nine months ended September 30, 2023.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 28 banking offices located in Bradford, Bucks, Cameron, Chester, Lycoming, 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; 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 fraud and cyber malfunction risks as usage of artificial intelligence continues to expand. 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.

7


EX-99.2 3 cznc-20241017xex99d2.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

 

2024

2023

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

33,087

$

29,118

$

3,969

 

13.63

%

Interest Expense

 

12,931

 

9,455

 

3,476

 

36.76

%

Net Interest Income

 

20,156

 

19,663

 

493

 

2.51

%

Provision (Credit) for Credit Losses

 

1,207

 

(1,225)

 

2,432

 

(198.53)

%

Net Interest Income After Provision (Credit) for Credit Losses

 

18,949

 

20,888

 

(1,939)

 

(9.28)

%

Noninterest Income

 

7,133

 

6,489

 

644

 

9.92

%

Net Realized Losses on Available-for-sale Debt Securities

 

0

 

0

 

0

 

0

%

Noninterest Expense

 

18,269

 

17,940

 

329

 

1.83

%

Income Before Income Tax Provision

 

7,813

 

9,437

 

(1,624)

 

(17.21)

%

Income Tax Provision

 

1,448

 

1,846

 

(398)

 

(21.56)

%

Net Income

$

6,365

$

7,591

$

(1,226)

 

(16.15)

%

Net Income Attributable to Common Shares (1)

$

6,311

$

7,534

$

(1,223)

 

(16.23)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.41

$

0.50

$

(0.09)

 

(18.00)

%

Net Income - Diluted

$

0.41

$

0.50

$

(0.09)

 

(18.00)

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,267,120

 

15,154,797

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,267,120

 

15,154,797

 

  

 

  

NINE MONTHS ENDED

 

SEPTEMBER 30,

 

    

2024

2023

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

94,749

$

83,268

$

11,481

 

13.79

%

Interest Expense

 

36,107

 

22,462

 

13,645

 

60.75

%

Net Interest Income

 

58,642

 

60,806

 

(2,164)

 

(3.56)

%

Provision (Credit) for Credit Losses

 

2,726

 

(765)

 

3,491

 

(456.34)

%

Net Interest Income After Provision (Credit) for Credit Losses

 

55,916

 

61,571

 

(5,655)

 

(9.18)

%

Noninterest Income

 

21,662

 

18,733

 

2,929

 

15.64

%

Net Realized Gains on Available-for-sale Debt Securities

 

0

 

6

 

(6)

 

(100.00)

%

Noninterest Expense

 

55,828

 

55,749

 

79

 

0.14

%

Income Before Income Tax Provision

 

21,750

 

24,561

 

(2,811)

 

(11.44)

%

Income Tax Provision

 

3,966

 

4,674

 

(708)

 

(15.15)

%

Net Income

$

17,784

$

19,887

$

(2,103)

 

(10.57)

%

Net Income Attributable to Common Shares (1)

$

17,644

$

19,731

$

(2,087)

 

(10.58)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

1.16

$

1.29

$

(0.13)

 

(10.08)

%

Net Income - Diluted

$

1.16

$

1.29

$

(0.13)

 

(10.08)

%

Dividends Per Share

$

0.84

$

0.84

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,254,124

 

15,264,391

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,254,124

 

15,264,395

 

  

 

  

(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,

 

    

2024

    

2023

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

184,213

$

52,658

$

131,555

 

249.83

%

Available-for-sale Debt Securities

 

408,422

 

429,138

 

(20,716)

 

(4.83)

%

Loans, Net

 

1,872,322

 

1,812,585

 

59,737

 

3.30

%

Bank-Owned Life Insurance

50,757

31,557

19,200

60.84

%

Bank Premises and Equipment, Net

21,537

21,267

270

1.27

%

Deferred Tax Asset, Net

17,047

23,731

(6,684)

(28.17)

%

Intangible Assets

 

54,682

 

55,076

 

(394)

 

(0.72)

%

Other Assets

 

61,842

 

57,937

 

3,905

 

6.74

%

TOTAL ASSETS

$

2,670,822

$

2,483,949

$

186,873

 

7.52

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,135,879

$

2,024,997

$

110,882

 

5.48

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

186,043

 

148,529

 

37,514

 

25.26

%

Senior Notes, Net

14,882

14,814

68

 

0.46

%

Subordinated Debt, Net

 

24,802

 

24,689

 

113

 

0.46

%

Other Liabilities

 

31,911

 

30,715

 

1,196

 

3.89

%

TOTAL LIABILITIES

 

2,393,517

 

2,243,744

 

149,773

 

6.68

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Loss

 

307,369

 

300,031

 

7,338

 

2.45

%

Accumulated Other Comprehensive Loss:

 

 

 

  

 

  

Net Unrealized Losses on Available-for-sale Debt Securities

 

(30,396)

 

(60,278)

 

29,882

 

(49.57)

%

Defined Benefit Plans

 

332

 

452

 

(120)

 

(26.55)

%

TOTAL STOCKHOLDERS' EQUITY

 

277,305

 

240,205

 

37,100

 

15.45

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,670,822

$

2,483,949

$

186,873

 

7.52

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2024

    

2023

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

6,365

$

7,591

 

(16.15)

%

Return on Average Assets (Annualized)

 

0.97

%  

 

1.23

%  

(21.14)

%

Return on Average Equity (Annualized)

 

9.49

%  

 

12.28

%  

(22.72)

%

PRE-TAX, PRE-PROVISION NET REVENUE ("PPNR") - NON-GAAP (a)

PPNR

$

9,225

$

8,424

9.51

%

PPNR (Annualized) as a % of Average Assets

1.41

%  

1.36

%  

3.68

%

PPNR (Annualized) as a % of Average Equity

13.75

%  

13.63

%  

0.88

%

    

AS OF OR FOR THE

    

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2024

    

2023

    

(DECREASE)

 

EARNINGS PERFORMANCE - U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")

 

  

 

  

 

  

Net Income

$

17,784

$

19,887

 

(10.57)

%

Return on Average Assets (Annualized)

 

0.93

%  

 

1.08

%  

(13.89)

%

Return on Average Equity (Annualized)

 

9.03

%  

 

10.58

%  

(14.65)

%

PPNR - NON-GAAP (a)

PPNR

$

25,078

$

24,510

2.32

%

PPNR (Annualized) as a % of Average Assets

1.31

%  

1.33

%  

(1.50)

%

PPNR (Annualized) as a % of Average Equity

12.73

%  

13.04

%  

(2.38)

%

BALANCE SHEET HIGHLIGHTS

 

 

  

 

  

Total Assets

$

2,670,822

$

2,483,949

 

7.52

%

Available-for-Sale Debt Securities

 

408,422

 

429,138

 

(4.83)

%

Loans, Net

 

1,872,322

 

1,812,585

 

3.30

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

20,442

18,085

 

13.03

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

592

 

900

 

(34.22)

%

Deposits

 

2,135,879

 

2,024,997

 

5.48

%

OFF-BALANCE SHEET

 

 

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

325,004

$

318,526

 

2.03

%

Trust Assets Under Management

 

1,359,023

 

1,128,600

 

20.42

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

1.16

$

1.29

 

(10.08)

%

Net Income - Diluted

$

1.16

$

1.29

 

(10.08)

%

Dividends

$

0.84

$

0.84

 

0.00

%

Common Book Value

$

17.99

$

15.72

 

14.44

%

Tangible Common Book Value NON-GAAP (b)

$

14.44

$

12.12

 

19.14

%

Market Value (Last Trade)

$

19.69

$

17.55

 

12.19

%

Market Value / Common Book Value

 

109.45

%  

 

111.64

%  

(1.96)

%

Market Value / Tangible Common Book Value - NON-GAAP (b)

 

136.36

%  

 

144.80

%  

(5.83)

%

Price Earnings Multiple

 

12.70

 

10.20

 

24.51

%

Dividend Yield (Annualized)

 

5.69

%  

 

6.38

%  

(10.82)

%

Common Shares Outstanding, End of Period

 

15,414,132

 

15,275,686

 

0.91

%

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

 

    

2024

    

2023

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (b)

 

8.51

%  

7.62

%  

11.68

%

Nonperforming Assets / Total Assets

 

0.92

%  

0.70

%  

31.43

%

Allowance for Credit Losses / Total Loans

 

1.08

%  

0.99

%  

9.09

%

Total Risk Based Capital Ratio (c)

 

15.70

%  

15.81

%  

(0.70)

%

Tier 1 Risk Based Capital Ratio (c)

 

13.29

%  

13.42

%  

(0.97)

%

Common Equity Tier 1 Risk Based Capital Ratio (c)

 

13.29

%  

13.42

%  

(0.97)

%

Leverage Ratio (c)

 

9.71

%  

9.91

%  

(2.02)

%

AVERAGE BALANCES

Average Assets

$

2,561,690

$

2,454,599

 

4.36

%

Average Equity

$

262,672

$

250,518

 

4.85

%

EFFICIENCY RATIO NON-GAAP (d)

Net Interest Income on a Fully Taxable-Equivalent Basis (d)

$

59,244

$

61,526

 

(3.71)

%

Noninterest Income, Excluding Net Realized Gains on Available-for-sale Debt Securities

 

21,662

 

18,733

 

15.64

%

Total (1)

$

80,906

$

80,259

 

0.81

%

Noninterest Expense (2)

$

55,828

$

55,749

 

0.14

%

Efficiency Ratio = (2)/(1)

 

69.00

%  

 

69.46

%  

(0.66)

%

(a) PPNR includes net interest income plus noninterest income minus total noninterest expense but excludes provision (credit) for credit losses, realized gains or losses on securities, the income tax provision and nonrecurring items included in earnings. Management believes disclosure of PPNR provides useful information for evaluating C&N’s financial performance without the impact of unusual items or events that may obscure trends in C&N’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided in Exhibit 99.2 under the table “PPNR- NON- GAAP RECONCILIATION.”

(b)Tangible common book value per share, tangible common equity as a percentage of tangible assets and market value as a percentage of tangible common book value are non-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

    

$

2,670,822

    

$

2,483,949

Less: Intangible Assets, Primarily Goodwill

 

(54,682)

 

(55,076)

Tangible Assets

$

2,616,140

$

2,428,873

Total Stockholders' Equity

$

277,305

$

240,205

Less: Intangible Assets, Primarily Goodwill

 

(54,682)

 

(55,076)

Tangible Common Equity (3)

$

222,623

$

185,129

Common Shares Outstanding, End of Period (4)

 

15,414,132

 

15,275,686

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

$

14.44

$

12.12

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

(d)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, 

2024

2024

2024

2023

2023

Interest income

$

33,087

$

31,326

$

30,336

$

30,236

$

29,118

Interest expense

 

12,931

 

11,881

 

11,295

 

10,642

 

9,455

Net interest income

 

20,156

 

19,445

 

19,041

 

19,594

 

19,663

Provision (credit) for credit losses

 

1,207

 

565

 

954

 

951

 

(1,225)

Net interest income after provision (credit) for credit losses

 

18,949

 

18,880

 

18,087

 

18,643

 

20,888

Noninterest income

 

7,133

 

7,854

 

6,675

 

8,720

 

6,489

Net realized losses on securities

 

0

 

0

 

0

 

(3,042)

 

0

Noninterest expense

 

18,269

 

19,255

 

18,304

 

18,399

 

17,940

Income before income tax provision

 

7,813

 

7,479

 

6,458

 

5,922

 

9,437

Income tax provision

 

1,448

 

1,366

 

1,152

 

1,661

 

1,846

Net income

$

6,365

$

6,113

$

5,306

$

4,261

$

7,591

Net income attributable to common shares

$

6,311

$

6,066

$

5,267

$

4,231

$

7,534

Basic earnings per common share

$

0.41

$

0.40

$

0.35

$

0.28

$

0.50

Diluted earnings per common share

$

0.41

$

0.40

$

0.35

$

0.28

$

0.50

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

Sept. 30,

    

June 30,

    

March 31,

    

Dec. 31,

    

Sept. 30,

2024

2024

2023

2023

2023

ASSETS

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

184,213

$

100,412

$

46,448

$

56,878

$

52,658

Available-for-Sale Debt Securities

 

408,422

 

401,145

 

405,094

 

415,755

 

429,138

Loans, Net

 

1,872,322

 

1,872,825

 

1,852,426

 

1,828,931

 

1,812,585

Bank-Owned Life Insurance

50,757

50,301

49,857

63,674

31,557

Bank Premises and Equipment, Net

21,537

21,966

21,852

21,632

21,267

Deferred Tax Asset, Net

17,047

18,375

17,703

17,441

23,731

Intangible Assets

 

54,682

 

54,779

 

54,877

 

54,974

 

55,076

Other Assets

 

61,842

 

73,319

 

73,280

 

56,299

 

57,937

TOTAL ASSETS

$

2,670,822

$

2,593,122

$

2,521,537

$

2,515,584

$

2,483,949

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits (1)

$

2,135,879

$

2,059,309

$

1,995,903

$

2,014,806

$

2,024,997

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

186,043

 

202,523

 

197,655

 

172,211

 

148,529

Senior Notes, Net

14,882

14,865

14,848

14,831

14,814

Subordinated Debt, Net

 

24,802

 

24,773

 

24,745

 

24,717

 

24,689

Other Liabilities

 

31,911

 

28,431

 

26,730

 

26,638

 

30,715

TOTAL LIABILITIES

 

2,393,517

 

2,329,901

 

2,259,881

 

2,253,203

 

2,243,744

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

307,369

 

304,582

 

302,362

 

300,818

 

300,031

Accumulated Other Comprehensive Loss:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(30,396)

 

(41,710)

 

(41,071)

 

(38,878)

 

(60,278)

Defined Benefit Plans

 

332

 

349

 

365

 

441

 

452

TOTAL STOCKHOLDERS' EQUITY

 

277,305

 

263,221

 

261,656

 

262,381

 

240,205

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,670,822

$

2,593,122

$

2,521,537

$

2,515,584

$

2,483,949

(1) Brokered Deposits (Included in Total Deposits)

$

45,051

$

59,501

$

69,391

$

64,369

$

62,512

6


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

September 30, 2024

    

June 30, 2024

December 31, 2023

September 30, 2023

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

8,072

$

7,321

$

10,323

$

9,257

$

12,325

$

11,290

$

33,938

$

30,557

Obligations of U.S. Government agencies

10,271

9,376

10,582

9,350

11,119

9,946

21,372

18,796

Bank holding company debt securities

28,956

23,949

28,955

23,657

28,952

23,500

28,950

22,311

Obligations of states and political subdivisions:

 

 

 

 

 

 

Tax-exempt

 

113,093

104,936

 

113,659

102,020

 

113,464

 

104,199

 

123,598

 

104,453

Taxable

 

55,182

48,434

 

56,294

47,481

 

58,720

 

50,111

 

65,408

 

53,457

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

 

 

 

 

 

 

Residential pass-through securities

 

101,545

94,053

 

104,708

93,874

 

105,549

 

95,405

 

109,102

 

94,469

Residential collateralized mortgage obligations

 

48,251

45,601

 

46,623

42,565

 

50,212

 

46,462

 

38,267

 

33,397

Commercial mortgage-backed securities

 

73,695

66,390

 

74,510

64,718

 

76,412

 

66,682

 

76,627

 

63,672

Private label commercial mortgage-backed securities

8,327

8,362

8,290

8,223

8,215

8,160

8,178

8,026

Total Available-for-Sale Debt Securities

$

447,392

$

408,422

$

453,944

$

401,145

$

464,968

$

415,755

$

505,440

$

429,138

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

September 30, 

    

June 30, 

    

December 31, 

    

September 30, 

2024

2024

2023

2023

Commercial real estate - non-owner occupied:

 

  

 

  

 

  

 

  

Non-owner occupied

$

470,383

$

489,514

$

499,104

$

503,434

Multi-family (5 or more) residential

87,487

67,154

64,076

61,061

1-4 Family - commercial purpose

163,233

167,296

174,162

172,792

Total commercial real estate - non-owner occupied

721,103

723,964

737,342

737,287

Commercial real estate - owner occupied

266,477

267,169

237,246

231,112

All other commercial loans:

Commercial and industrial

93,205

77,339

78,832

80,960

Commercial lines of credit

128,461

130,924

117,236

122,189

Political subdivisions

85,479

89,460

79,031

80,415

Commercial construction and land

105,255

114,162

104,123

91,014

Other commercial loans

19,585

19,221

20,471

21,125

Total all other commercial loans

431,985

431,106

399,693

395,703

Residential mortgage loans:

1-4 Family - residential

383,482

383,494

389,262

385,777

1-4 Family residential construction

23,947

26,330

24,452

24,236

Total residential mortgage

407,429

409,824

413,714

410,013

Consumer loans:

Consumer lines of credit (including HELCs)

43,624

42,325

41,503

37,736

All other consumer

22,146

18,819

18,641

18,819

Total consumer

65,770

61,144

60,144

56,555

Total

1,892,764

1,893,207

1,848,139

1,830,670

Less: allowance for credit losses on loans

(20,442)

(20,382)

(19,208)

(18,085)

Loans, net

$

1,872,322

$

1,872,825

$

1,828,931

$

1,812,585

7


NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

September 30, 

% of Non-owner

% of

2024

Occupied CRE

Total Loans

Office

$

96,241

20.5

%

5.1

%

Retail

94,773

20.1

%

5.0

%

Industrial

82,946

17.6

%

4.4

%

Hotels

72,491

15.4

%

3.8

%

Mixed Use

60,800

12.9

%

3.2

%

Other

63,132

13.4

%

3.3

%

Total Non-owner Occupied CRE Loans

$

470,383

Total Gross Loans

$

1,892,764

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

    

September 30, 

    

    

June 30, 

    

December 31, 

    

September 30, 

 

2024

2024

2023

2023

 

Loans individually evaluated with a valuation allowance

$

1,622

$

6,613

$

7,786

$

7,861

Loans individually evaluated without a valuation allowance

18,069

8,567

3,478

4,146

Total individually evaluated loans

$

19,691

$

15,180

$

11,264

$

12,007

Total loans past due 30-89 days and still accruing

$

15,906

$

3,088

$

9,275

$

3,675

Nonperforming assets:

 

  

 

  

 

  

 

  

Total nonaccrual loans

$

24,401

$

19,579

$

15,177

$

15,501

Total loans past due 90 days or more and still accruing

 

56

 

20

 

3,190

 

1,292

Total nonperforming loans

 

24,457

 

19,599

 

18,367

 

16,793

Foreclosed assets held for sale (real estate)

 

181

 

181

 

478

 

633

Total nonperforming assets

$

24,638

$

19,780

$

18,845

$

17,426

Total nonperforming loans as a % of total loans

 

1.29

%  

 

1.04

%  

 

0.99

%  

 

0.92

%

Total nonperforming assets as a % of assets

 

0.92

%  

 

0.76

%  

 

0.75

%  

 

0.70

%

Allowance for credit losses as a % of total loans

 

1.08

%  

 

1.08

%  

 

1.04

%  

 

0.99

%

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

    

3 Months

    

3 Months

    

3 Months

    

9 Months

    

9 Months

Ended

Ended

Ended

Ended

Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2024

2024

2023

2024

2023

Balance, beginning of period

$

20,382

$

20,023

$

19,056

$

19,208

$

16,615

Adoption of ASU 2016-13 (CECL)

0

0

0

0

2,104

Charge-offs

 

(1,268)

 

(236)

 

(98)

 

(1,684)

 

(299)

Recoveries

 

31

 

29

 

60

 

95

 

74

Net charge-offs

 

(1,237)

 

(207)

 

(38)

 

(1,589)

 

(225)

Provision (credit) for credit losses on loans

 

1,297

 

566

 

(933)

 

2,823

 

(409)

Balance, end of period

$

20,442

$

20,382

$

18,085

$

20,442

$

18,085

8


ANALYSIS OF THE PROVISION (CREDIT) FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

3 Months

9 Months

9 Months

Ended

Ended

Ended

Ended

Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2024

2024

2023

2024

2023

Provision (credit) for credit losses:

Loans receivable

$

1,297

$

566

$

(933)

$

2,823

$

(409)

Off-balance sheet exposures

 

(90)

 

(1)

 

(292)

 

(97)

 

(356)

Total provision (credit) for credit losses

$

1,207

$

565

$

(1,225)

$

2,726

$

(765)

PPNR NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

Calculation of PPNR:

2024

2024

2023

2024

2023

Net Income (GAAP)

$

6,365

$

6,113

$

7,591

$

17,784

$

19,887

Add: Provision for income taxes

1,448

1,366

1,846

3,966

4,674

Add: Provision (credit) for credit losses

1,207

565

(1,225)

2,726

(765)

Add: Realized losses (gains) on available-for-sale securities debt securities

0

0

0

0

(6)

Add: Adjustments to reflect net interest income on a fully taxable-equivalent basis

205

202

212

602

720

PPNR (non-GAAP)

$

9,225

$

8,246

$

8,424

$

25,078

$

24,510

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, 

    

2024

    

2024

    

2023

2024

    

2023

INTEREST INCOME

Interest-bearing due from banks

$

1,622

$

516

$

345

$

2,521

$

932

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,136

 

2,137

 

2,077

 

6,409

 

6,440

Tax-exempt

 

638

 

626

 

681

 

1,887

 

2,161

Total available-for-sale debt securities

 

2,774

 

2,763

 

2,758

 

8,296

 

8,601

Loans receivable:

 

 

Taxable

 

28,099

 

27,490

 

25,526

 

82,292

 

72,314

Tax-exempt

749

730

683

2,149

2,101

Total loans receivable

28,848

28,220

26,209

84,441

74,415

Other earning assets

48

29

18

93

40

Total Interest Income

33,292

31,528

29,330

95,351

83,988

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

3,240

2,836

2,360

8,882

4,859

Money market

2,159

1,917

1,669

6,256

3,654

Savings

50

52

60

157

186

Time deposits

4,963

4,509

3,175

13,322

6,894

Total interest-bearing deposits

10,412

9,314

7,264

28,617

15,593

Borrowed funds:

Short-term

184

360

677

1,141

2,918

Long-term - FHLB advances

1,983

1,855

1,164

5,294

2,901

Senior notes, net

120

120

120

360

359

Subordinated debt, net

232

232

230

695

691

Total borrowed funds

2,519

2,567

2,191

7,490

6,869

Total Interest Expense

12,931

11,881

9,455

36,107

22,462

Net Interest Income

$

20,361

$

19,647

$

19,875

$

59,244

$

61,526

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, 

2024

    

2024

    

2023

2024

    

2023

Net Interest Income Under U.S. GAAP

$

20,156

$

19,445

$

19,663

$

58,642

$

60,806

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

66

67

84

202

314

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

139

135

128

400

406

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

$

20,361

$

19,647

$

19,875

$

59,244

$

61,526

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

 

9/30/2024

Return/

6/30/2024

Return/

9/30/2023

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

119,885

5.38

%  

$

43,139

4.81

%

$

31,729

 

4.31

%

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

 

 

 

 

Taxable

 

336,246

2.53

%  

 

343,971

2.50

%

 

379,709

 

2.17

%

Tax-exempt

 

113,514

2.24

%  

 

112,921

2.23

%

 

124,435

 

2.17

%

Total available-for-sale debt securities

 

449,760

2.45

%  

 

456,892

2.43

%

 

504,144

 

2.17

%

Loans receivable:

 

  

 

  

 

  

 

Taxable

 

1,797,224

6.22

%  

 

1,792,556

6.17

%

 

1,729,972

5.85

%

Tax-exempt

 

91,246

3.27

%  

 

90,830

3.23

%

 

87,026

3.10

%

Total loans receivable

 

1,888,470

6.08

%  

 

1,883,386

6.03

%

 

1,816,998

 

5.72

%

Other earning assets

 

3,076

6.21

%  

 

2,176

5.36

%

 

1,468

 

4.86

%

Total Earning Assets

 

2,461,191

5.38

%  

 

2,385,593

5.32

%

 

2,354,339

 

4.94

%

Cash

 

24,987

 

22,396

 

22,068

 

  

Unrealized loss on securities

 

(47,806)

 

(56,765)

 

(63,110)

 

  

Allowance for credit losses

 

(20,643)

 

(20,290)

 

(19,540)

 

  

Bank-owned life insurance

50,470

50,018

31,559

Bank premises and equipment

 

21,793

 

21,994

 

21,132

 

  

Intangible assets

 

54,730

 

54,827

 

55,125

 

  

Other assets

 

73,320

 

89,859

 

74,483

 

  

Total Assets

$

2,618,042

$

2,547,632

$

2,476,056

 

  

INTEREST-BEARING LIABILITIES

 

 

 

  

 

  

Interest-bearing deposits:

 

 

 

  

 

  

Interest checking

$

543,288

2.37

%  

$

517,145

2.21

%

$

512,074

1.83

%

Money market

 

356,487

2.41

%  

 

340,038

2.27

%

 

340,618

1.94

%

Savings

 

198,312

0.10

%  

 

207,530

0.10

%

 

232,240

0.10

%

Time deposits

 

485,708

4.07

%  

 

457,885

3.96

%

 

406,436

3.10

%

Total interest-bearing deposits

 

1,583,795

2.62

%  

 

1,522,598

2.46

%

 

1,491,368

 

1.93

%

Borrowed funds:

 

 

 

  

 

Short-term

 

15,038

4.87

%  

 

27,732

5.22

%

 

49,157

5.46

%

Long-term - FHLB advances

 

181,075

4.36

%  

 

175,373

4.25

%

 

119,395

3.87

%

Senior notes, net

 

14,875

3.21

%  

 

14,856

3.25

%

 

14,808

3.22

%

Subordinated debt, net

 

24,787

3.72

%  

 

24,759

3.77

%

 

24,676

3.70

%

Total borrowed funds

 

235,775

4.25

%  

 

242,720

4.25

%

 

208,036

 

4.18

%

Total Interest-bearing Liabilities

 

1,819,570

2.83

%  

 

1,765,318

2.71

%

 

1,699,404

 

2.21

%

Demand deposits

 

500,859

 

493,922

 

498,724

 

  

Other liabilities

 

29,226

 

29,972

 

30,749

 

  

Total Liabilities

 

2,349,655

 

2,289,212

 

2,228,877

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

305,808

 

302,758

 

296,577

 

  

Accumulated other comprehensive loss

 

(37,421)

 

(44,338)

 

(49,398)

 

  

Total Stockholders' Equity

 

268,387

 

258,420

 

247,179

 

  

Total Liabilities and Stockholders' Equity

$

2,618,042

$

2,547,632

$

2,476,056

 

  

Interest Rate Spread

 

2.55

%  

 

2.61

%

 

2.73

%

Net Interest Income/Earning Assets

3.29

%  

3.31

%

3.35

%

Total Deposits (Interest-bearing and Demand)

$

2,084,654

 

  

$

2,016,520

 

  

$

1,990,092

 

  

(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

 

9/30/2024

Return/

9/30/2023

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

 

Interest-bearing due from banks

$

65,449

5.15

%  

$

31,076

 

4.01

%

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

 

 

  

 

  

Taxable

 

342,677

2.50

%  

 

395,070

 

2.18

%

Tax-exempt

 

113,267

2.23

%  

 

127,530

 

2.27

%

Total available-for-sale debt securities

 

455,944

 

2.43

%  

 

522,600

 

2.20

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,787,982

 

6.15

%  

 

1,687,593

 

5.73

%

Tax-exempt

 

89,094

 

3.22

%  

 

89,645

 

3.12

%

Total loans receivable

 

1,877,076

 

6.01

%  

 

1,777,238

 

5.60

%

Other earning assets

 

2,215

 

5.61

%  

 

1,332

 

4.02

%

Total Earning Assets

 

2,400,684

 

5.31

%  

 

2,332,246

 

4.81

%

Cash

 

22,619

 

22,475

 

  

Unrealized loss on securities

 

(51,792)

 

(59,921)

 

  

Allowance for credit losses

 

(20,141)

 

(18,472)

 

  

Bank-owned life insurance

51,647

31,413

Bank premises and equipment

 

21,858

 

21,262

 

  

Intangible assets

 

54,827

 

55,227

 

  

Other assets

 

81,988

 

70,369

 

  

Total Assets

$

2,561,690

$

2,454,599

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

525,179

2.26

%  

$

477,751

 

1.36

%

Money market

 

353,142

2.37

%  

 

344,527

 

1.42

%

Savings

 

206,344

0.10

%  

 

245,483

 

0.10

%

Time deposits

 

457,662

3.89

%  

 

365,174

 

2.52

%

Total interest-bearing deposits

 

1,542,327

 

2.48

%  

 

1,432,935

 

1.45

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

29,086

5.24

%  

 

75,978

 

5.13

%

Long-term - FHLB advances

 

166,454

4.25

%  

 

103,817

 

3.74

%

Senior notes, net

 

14,857

3.24

%  

 

14,790

 

3.25

%

Subordinated debt, net

 

24,759

3.75

%  

 

24,648

 

3.75

%

Total borrowed funds

 

235,156

 

4.25

%  

 

219,233

 

4.19

%

Total Interest-bearing Liabilities

 

1,777,483

 

2.71

%  

 

1,652,168

 

1.82

%

Demand deposits

 

492,008

 

523,822

 

  

Other liabilities

 

29,527

 

28,091

 

  

Total Liabilities

 

2,299,018

 

2,204,081

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

303,209

 

297,386

 

  

Accumulated other comprehensive loss

 

(40,537)

 

(46,868)

 

  

Total Stockholders' Equity

 

262,672

 

250,518

 

  

Total Liabilities and Stockholders' Equity

$

2,561,690

$

2,454,599

 

  

Interest Rate Spread

 

2.60

%  

 

  

 

2.99

%

Net Interest Income/Earning Assets

 

3.30

%  

 

  

 

3.53

%

Total Deposits (Interest-bearing and Demand)

$

2,034,335

$

1,956,757

(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, 

    

2024

2024

2023

2024

2023

Trust revenue

$

1,946

$

2,014

$

1,919

$

5,857

$

5,500

Brokerage and insurance revenue

 

523

 

527

 

394

 

1,589

1,189

Service charges on deposit accounts

 

1,546

 

1,472

 

1,443

 

4,336

4,121

Interchange revenue from debit card transactions

 

1,103

 

1,089

 

1,098

 

3,205

3,115

Net gains from sales of loans

 

360

 

235

 

237

 

786

450

Loan servicing fees, net

 

74

 

130

 

154

 

434

466

Increase in cash surrender value of life insurance

 

458

 

444

 

160

 

1,372

450

Other noninterest income

 

1,123

 

1,943

 

1,084

 

4,083

3,442

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

$

7,133

$

7,854

$

6,489

$

21,662

$

18,733

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

    

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2024

2024

2023

2024

2023

Salaries and employee benefits

$

10,875

$

11,023

$

10,878

$

33,460

$

33,082

Net occupancy and equipment expense

 

1,377

 

1,333

 

1,268

 

4,160

 

3,993

Data processing and telecommunications expenses

 

1,882

 

2,003

 

1,823

 

5,877

 

5,659

Automated teller machine and interchange expense

 

510

 

473

 

504

 

1,470

 

1,374

Pennsylvania shares tax

 

433

 

434

 

403

 

1,300

 

1,210

Professional fees

 

555

 

552

 

487

 

1,625

 

1,988

Other noninterest expense

 

2,637

 

3,437

 

2,577

 

7,936

 

8,443

Total noninterest expense

$

18,269

$

19,255

$

17,940

$

55,828

$

55,749

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,

2024

2024

2023

2024

2024

2023

2024

2024

2023

Federal Home Loan Bank of Pittsburgh

$

207,858

$

223,853

$

189,021

$

737,284

$

719,722

$

737,824

$

945,142

$

943,575

$

926,845

Federal Reserve Bank Discount Window

0

0

0

18,602

18,884

19,982

18,602

18,884

19,982

Other correspondent banks

0

0

0

75,000

75,000

75,000

75,000

75,000

75,000

Total credit facilities

$

207,858

$

223,853

$

189,021

$

830,886

$

813,606

$

832,806

$

1,038,744

$

1,037,459

$

1,021,827

Uninsured Deposits Information

September 30, 

June 30, 

December 31, 

2024

2024

2023

Total Deposits - C&N Bank

$

2,152,136

$

2,074,806

$

2,030,909

Estimated Total Uninsured Deposits

$

655,569

$

605,765

$

592,206

Portion of Uninsured Deposits that are

Collateralized

183,274

158,268

151,031

Uninsured and Uncollateralized Deposits

$

472,295

$

447,497

$

441,175

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

21.9

%  

21.6

%  

21.7

%  

Available Funding from Credit Facilities

$

830,886

$

813,606

$

832,806

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

223,060

238,375

256,058

Highly Liquid Available Funding

$

1,053,946

$

1,051,981

$

1,088,864

Highly Liquid Available Funding as a % of

Uninsured Deposits

160.8

%  

173.7

%  

183.9

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

223.2

%  

235.1

%  

246.8

%  

14