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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

January 23, 2025

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 year ended December 31, 2024. On January 23, 2025, the Company issued a press release titled “C&N Declares Dividend and Announces Fourth 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 January 23, 2025, titled “C&N Declares Dividend and Announces Fourth 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:  January 23, 2025

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

EX-99.1 2 cznc-20250123xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

 

 

Contact:  Charity Frantz

January 23, 2025

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH 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 annual periods ended December 31, 2024. C&N’s principal activity is community banking, and the largest subsidiary is Citizens & Northern Bank (the “Bank”).

Highlights:

Net income was $8,174,000, or $0.53 diluted earnings per share for the fourth quarter 2024, up from $6,365,000, or $0.41 per diluted share in the third quarter 2024, and up from $4,261,000, or $0.28 per diluted share in the fourth quarter 2023. Net income for the year ended December 31, 2024 was $25,958,000, or $1.69 diluted earnings per share, up from $24,148,000, or $1.57 diluted earnings per share for the year ended December 31, 2023. In the fourth quarter 2023, C&N repositioned its available-for-sale securities portfolio and its investments in bank-owned life insurance (“BOLI”) resulting in a net charge to earnings of approximately $1,253,000, or $0.08 per diluted share in the fourth quarter 2023.
In the fourth quarter 2024, net interest income was $317,000 higher than in the third quarter 2024 and $879,000 higher than in the fourth quarter 2023. The net interest margin was 3.30% in the fourth quarter 2024 as compared to 3.29% in the third quarter 2024 and 3.31% in the fourth quarter 2023. For the year ended December 31, 2024, net interest income was $1,285,000 lower than in 2023.  The net interest margin was 3.30% for the year ended December 31, 2024, down from 3.47% in 2023.
There was a credit for credit losses (reduction in expense) of $531,000 in the fourth quarter 2024 as compared to a provision for credit losses of $1,207,000 in the third quarter 2024 and a provision for credit losses of $951,000 in the fourth quarter 2023. For the year ended December 31, 2024, the provision for credit losses was $2,195,000 as compared to $186,000 for the year ended December 31, 2023. The allowance for credit losses (“ACL”) on loans was 1.06% of gross loans receivable at December 31, 2024, 1.08% at September 30, 2024 and 1.04% at December 31, 2023.
Total loans receivable were $3,084,000 higher at December 31, 2024 compared to September 30, 2024. Average loans receivable increased 1.0% (annualized) during the fourth quarter 2024 from the third quarter 2024. Average loans receivable were higher by 5.0% for the year ended December 31, 2024, as compared to 2023.
Nonperforming loans totaled $24.0 million, or 1.26% of total loans, at December 31, 2024, down from $24.5 million, or 1.29% of total loans, at September 30, 2024 and up from $18.4 million, or 0.99% of total loans, at December 31, 2023. Total nonperforming assets were 0.92% of total assets at both December 31, 2024 and September 30, 2024, up from 0.75% at December 31, 2023.
Deposits totaled $2,093,909,000 at December 31, 2024, down $41,970,000 (2.0%) from $2,135,879,000 at September 30, 2024, including a decrease in brokered deposits of $21,030,000. Average total deposits increased 8.1% (annualized) during the fourth quarter 2024 from the third quarter 2024 and were 4.3% higher for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
At December 31, 2024, estimated uninsured and uncollateralized deposits totaled 22.3% 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 December 31, 2024, available funding from these sources totaled 170.7% of uninsured deposits and 229.4% of uninsured and uncollateralized deposits.

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Dividend Declared and Unaudited Financial Information

On January 23, 2025, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on February 14, 2025 to shareholders of record as of February 3, 2025.

Highlights related to C&N’s fourth quarter and December 31, 2024 annual unaudited U.S. GAAP earnings results as compared to results for the third quarter 2024, fourth quarter 2023 and the year ended December 31, 2023 are presented below.

Fourth Quarter 2024 as Compared to Third Quarter 2024

Net income was $8,174,000, or $0.53 per diluted share, for the fourth quarter 2024 as compared to $6,365,000, or $0.41 per diluted share, for the third quarter 2024. Significant variances were as follows:

Net interest income of $20,473,000 in the fourth quarter 2024 increased $317,000 from the third quarter 2024. Average total earning assets increased $30,193,000 from the prior quarter, as average interest-bearing due from banks increased $30,118,000. Average total deposits increased $42,115,000, while average total borrowed funds decreased $22,869,000.The net interest margin was 3.30% in the fourth quarter 2024, up 0.01% from 3.29% in the third quarter 2024. The net interest spread increased 0.04%, as the average rate on interest-bearing liabilities decreased 0.06% and the average yield on earning assets decreased 0.02%.

For the quarter ended December 31, 2024, there was a credit for credit losses (a reduction in expense) of $531,000, compared to a provision for credit losses of $1,207,000 in the third quarter 2024. The credit for the fourth quarter 2024 included a credit related to loans receivable of $393,000 and a credit related to off-balance sheet exposures of $138,000. The credit in the fourth quarter 2024 included the impact of decreases in the ACL from a decrease in estimated future net charge-offs related to an economic forecast and a decrease in C&N’s average net charge-off experience partially offset by an increase in the ACL related to changes in qualitative factors. Net charge-offs totaled $14,000  in the fourth quarter 2024 as compared to $1,237,000 in the third quarter 2024. The ACL on loans was 1.06% of gross loans receivable at December 31, 2024 and 1.08% September 30, 2024.

Noninterest income of $7,547,000 in the fourth quarter 2024 increased $414,000 from the third quarter 2024 amount.  Brokerage and insurance revenue of $682,000 increased $159,000, loan servicing fees, net of $215,000 increased $141,000 from the third quarter 2024, including an increase of $8,000 in the fair value of servicing rights as compared to a decrease of $129,000 in the prior quarter and trust revenue of $2,071,000 increased $125,000 from the third quarter 2024.

Noninterest expense of $18,430,000 in the fourth quarter 2024 increased $161,000 from the third quarter 2024 amount. Significant variances included the following:

Ø Salaries and employee benefits expense of $11,470,000 increased $595,000 from the third quarter 2024, including an increase in health insurance expense of $561,000 resulting from an increase in claims incurred on C&N’s partially self-insured plan.
Ø Other noninterest expense of $2,425,000 decreased $212,000 from the third quarter 2024. Within this category, credit card reward redemption expense decreased $147,000 and attorney fees decreased $106,000 compared to the third quarter 2024.
Ø Automated teller machine and interchange expense of $348,000 decreased $162,000 from the third quarter 2024, including the impact of incentive-related credits offset against a portion of expense in the fourth quarter 2024.
The income tax provision of $1,947,000, or 19.2% of pre-tax income for the fourth quarter 2024 increased $499,000 from $1,448,000, or 18.5% of pre-tax income, for the third quarter 2024 reflecting an increase in pre-tax income for the quarter.

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Fourth Quarter 2024 as Compared to Fourth Quarter 2023

Fourth quarter 2024 net income was $8,174,000, or $0.53 per diluted share, as compared to $4,261,000, or $0.28 per diluted share, in the fourth quarter 2023. As previously described, in December 2023, C&N repositioned its available-for-sale securities portfolio and its investments in BOLI resulting in a net charge to earnings of approximately $1,253,000, or $0.08 per diluted share in the fourth quarter 2023. Significant variances were as follows:

Net interest income of $20,473,000 in the fourth quarter 2024 was $879,000 higher than in the fourth quarter 2023. Average earning assets were $121,959,000 higher in the fourth quarter 2024 as compared to the fourth quarter 2023 as average total deposits increased $109,831,000. The net interest margin was 3.30% in the fourth quarter 2024 as compared to 3.31% in the fourth quarter 2023. The interest rate spread decreased 0.06%, as the average rate on interest-bearing liabilities increased 0.32%, while the average yield on earning assets increased 0.26%.

The credit for credit losses was $531,000 for the fourth quarter 2024, as described in more detail above, compared to a provision for credit losses of $951,000 in the fourth quarter 2023. The ACL as a percentage of gross loans receivable decreased to 1.06% at December 31, 2024 as compared to 1.08% at September 30, 2024. In comparison, in the fourth quarter 2023, the ACL increased to 1.04% as a percentage of gross loans receivable at December 31, 2023 from 0.99% at September 30, 2023.

Noninterest income of $7,547,000 in the fourth quarter 2024 decreased $1,173,000 from the fourth quarter 2023 amount excluding realized losses on securities. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $458,000 decreased $1,795,000 from the fourth quarter 2023 as the fourth quarter 2023 included the recognition of $2,100,000 in income from a one-time enhancement on a purchase of BOLI. Excluding the impact of income from the enhancement in 2023, earnings from the increase in cash surrender value of life insurance increased $305,000 reflecting the increase in the average balance of BOLI to $50,923,000 in the fourth quarter 2024 from $32,980,000 in the fourth quarter 2023.

Ø Brokerage and insurance revenue of $682,000 increased $196,000 due to an increase in sales volume.

Ø Trust revenue of $2,071,000 increased $158,000 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 $372,000 increased $99,000 from the fourth quarter 2023, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $1,531,000 increased $85,000 reflecting an increase in volume of fees.

Ø Loan servicing fees, net of $215,000 increased $79,000, including an increase in the fair value of servicing rights of $8,000 in the fourth quarter 2024 as compared to a decrease of $64,000 in the fourth quarter 2023.

There were no net losses on available-for-sale debt securities in fourth quarter 2024 compared to $3,042,000 in the fourth quarter 2023. C&N sold available-for-sale debt securities with an amortized cost basis of $45.5 million in December 2023 in connection with a repositioning of available-for-sale securities and BOLI investments.

Noninterest expense of $18,430,000 in the fourth quarter 2024 increased $31,000 from the fourth quarter 2023. Significant variances included the following:

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Ø Other noninterest expense of $2,425,000 decreased $365,000 from the fourth quarter 2023. Included in this category was other operational losses which for the fourth quarter 2023 included an accrued charge of $427,000 related to a trust department tax compliance matter with no comparable amount in the fourth quarter 2024.
Ø Salaries and employee benefits expense of $11,470,000 increased $357,000, including an increase of $454,000 in cash and stock-based incentive compensation and an increase of $140,000 in wealth management-related commissions while expense related to the Employee Stock Ownership Plan decreased $137,000.
The income tax provision of $1,947,000, or 19.2% of pre-tax income, for the fourth quarter 2024 increased $286,000 from $1,661,000 or 28.0% of pre-tax income, for the fourth quarter 2023 consistent with the increase in pre-tax income. The higher effective tax rate in the fourth quarter 2023 reflects the net impact of a tax charge of $950,000 from the initiated surrender of BOLI partially offset by the non-taxable income of $2,100,000 from the one-time enhancement on the purchase of BOLI.

Year Ended December 31, 2024 as Compared to Year Ended December 31, 2023

Net income for the year ended December 31, 2024 was $25,958,000, or $1.69 per diluted share, as compared to $24,148,000, or $1.57 per diluted share, for the year ended December 31 2023. As previously described, results for 2023 included the impact of a $1,253,000 charge, which reduced diluted earnings per share by $0.08, related to the repositioning of available-for-sale securities and BOLI. Significant variances were as follows:

Net interest income totaled $79,115,000 for the year ended December 31, 2024, a decrease of $1,285,000 from 2023. The net interest margin was 3.30% in 2024, down from 3.47% in 2023. The interest rate spread decreased 0.32%, as the average rate on interest-bearing liabilities was higher by 0.75% while the average yield on earning assets increased 0.43%. Average total earning assets increased $81,866,000. Average total loans increased $88,973,000 (5.0%) and average total deposits increased $85,644,000 (4.3%).

For the year ended December 31, 2024, the provision for credit losses was $2,195,000, compared to $186,000 in 2023. For the year ended December 31, 2024, the provision related to loans receivable included the impact of a net increase in the ACL related to qualitative factors, partially offset by a decrease in total specific allowances on individual loans and decreases in other components of the ACL. The ACL increased $827,000 to 1.06% of loans receivable at December 31, 2024 as compared to 1.04% at December 31, 2023. For the year ended December 31, 2024, net charge-offs totaled $1,603,000, or 0.09% of average loans receivable as compared to $264,000 or 0.01% of gross loans receivable for 2023.

Noninterest income totaled $29,209,000 for the year ended December 31, 2024, up $1,756,000 from the total excluding related losses on securities for the year ended December 31, 2023. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $1,830,000 decreased $873,000 in 2024 from 2023. Included in 2023 was income from a one-time enhancement of $2,100,000 on BOLI purchased in December 2023.  Excluding the impact of the income from the enhancement in 2023, earnings from the increase in cash surrender value of life insurance increased $1,227,000 reflecting the increase in the average balance of BOLI to $51,465,000 in 2024 from $31,808,000 in 2023.

Ø Other noninterest income of $5,230,000 increased $620,000 as dividends on FHLB-Pittsburgh and Federal Reserve stock totaled $1,743,000, an increase of $451,000, and income from tax credits related to donations increased $77,000.

Ø Brokerage and insurance revenue of $2,271,000 increased $596,000 due to an increase in sales volume.

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Ø Trust revenue of $7,928,000 increased $515,000, 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 $1,158,000 increased $435,000, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $5,867,000 increased $300,000 reflecting an increase in volume of fees.
There were no net gains or losses on available-for-sale debt securities for the year ended December 31, 2024 compared to net losses on available-for-sale debt securities of $3,036,000 for the year ended December 31, 2023. The net losses on available-for-sale debt securities of $3,036,000 for the year ended December 31, 2023 were primarily from sales in the fourth quarter 2023 related to the repositioning of the portfolio.
Noninterest expense totaled $74,258,000 for the year ended December 31, 2024, an increase of $110,000 from the total for the year ended December 31, 2023. Significant variances included the following:  
Ø Other noninterest expense of $10,361,000 decreased $872,000. Within this category, significant variances included the following:
Other operational losses included a net decrease in expense of $407,000 to $98,000 in other losses in 2024 from expense of $505,000 in 2023. Included in 2023 was $427,000 related to the previously referenced trust department tax compliance matter.
In 2024, there was a reduction in expense of $527,000 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 2023, there was a reduction in expense associated with the postretirement plan of $19,000.
Donations expense increased $195,000 from 2023 including an increase of $133,000 in PA Educational Improvement Tax Credit Program donations and $50,000 in 2024 donations to benefit Northern Tier and Northcentral PA communities impacted by storm damage.
Ø Professional fees of $2,175,000 decreased $322,000 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 $44,930,000 increased $735,000, including an increase of $905,000 in cash and stock-based incentive compensation, an increase in base salaries expense of $630,000, or 2.1%, and an increase of $253,000 in wealth management-related commissions while there were decreases in expense related to the Employee Stock Ownership Plan of $579,000, health insurance expense of $361,000 and the Supplemental Executive Retirement Plan of $267,000.
The income tax provision of $5,913,000, or 18.6% of pre-tax income for the year ended December 31, 2024 decreased $422,000 from $6,335,000, or 20.8% of pre-tax income for the year ended December 31, 2023.  The higher effective tax rate in 2023 included the net impact of a tax charge of $950,000 related to the initiated surrender of BOLI, partially offset by the non-taxable income of $2,100,000 from the one-time enhancement on the purchase of BOLI.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,610,653,000 at December 31, 2024, down from $2,670,822,000 at September 30, 2024 and up from $2,515,584,000 at December 31, 2023.

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Cash and due from banks totaled $126,174,000 at December 31, 2024, down from $184,213,000 at September 30, 2024 and up from $56,878,000 at December 31, 2023.

The fair value of available-for-sale debt securities at December 31, 2024 was lower than the amortized cost basis by $47,543,000 or 10.6%. In comparison, the aggregate unrealized loss position was $38,970,000 (8.7%) at September 30, 2024 and $49,213,000 (10.6%) at December 31, 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 December 31, 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 December 31, 2024.
Gross loans receivable totaled $1,895,848,000 at December 31 2024, an increase of $3,084,000 from total loans at September 30, 2024 and an increase of $47,709,000 (2.6%) from total loans at December 31, 2023. In comparing outstanding balances at December 31, 2024 and 2023, total commercial loans were up $49,632,000 (3.6%), reflecting growth in owner occupied commercial real estate loans of $23,825,000, other commercial loans of $23,584,000 and non-owner occupied commercial real estate loans of $2,223,000. Within non-owner occupied commercial real estate loans, multi-family residential loans increased $41,098,000 reflecting the completion of several C&N financed construction projects in 2024. Total outstanding residential mortgage loans were down $5,705,000 (1.4%), and total consumer loans increased $3,782,000 (6.3%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $329.8 million at December 31, 2024, up $6.5 million (2.0%) from December 31, 2023.
At December 31, 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 $102,831,000, or 5.4% of gross loans receivable. At December 31, 2024, within this segment there were two loans with a total recorded investment of $3,147,000 in nonaccrual status with no specific allowances. During the third quarter 2024, there was a partial charge-off of $640,000 on one of the office loans in nonaccrual status. The charge-off resulted from a decrease in the appraised value of property which is the primary source of collateral. At December 31, 2024, the carrying value of this loan was $1,814,000. 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 December 31, 2024.

Total nonperforming assets as a percentage of total assets was 0.92% at December 31, 2024 and September 30, 2024, up from 0.75% at December 31, 2023. Total nonperforming assets were $24.1 million at December 31, 2024, down from $24.6 million at September 30, 2024 and up from $18.8 million at December 31, 2023. The increase in nonperforming assets at December 31, 2024 as compared to December 31, 2023 included the impact of classifying commercial construction and land loans to two borrowers with carrying balance totaling $6.7 million at December 31, 2024 as nonaccrual. Based on management’s assessment, there was no valuation allowance on these loans at December 31, 2024.

Deposits totaled $2,093,909,000 at December 31, 2024, down $41,970,000 (2.0%) from $2,135,879,000 at September 30, 2024, including a decrease in brokered deposits of $21,030,000. Total deposits were up $79,103,000 (3.9%) at December 31, 2024 as compared to December 31, 2023, despite a decrease in brokered deposits of $40,348,000. At December 31, 2024, C&N’s estimated uninsured deposits totaled $632.8 million, or 30.0% 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 $162.0 million, or 7.7% of the Bank’s total deposits, at December 31, 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 December 31, 2024, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $750.0 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $18.1 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 $236.9 million. At December 31, 2024, available funding from these sources totaled 170.7% of uninsured deposits, and 229.4% of uninsured and uncollateralized deposits.

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The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $207,669,000 at December 31, 2024, down $18,058,000 from September 30, 2024 and down $4,090,000 from December 31, 2023.
Total stockholders’ equity was $275,284,000 at December 31, 2024, down from $277,305,000 at September 30, 2024 and up from $262,381,000 at December 31, 2023. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $37,084,000 at December 31, 2024, $30,396,000 at September 30, 2024 and $38,878,000 at December 31, 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. There were no shares repurchased during the three-month period ended December 31, 2024. During the year ended December 31, 2024, 26,034 shares were repurchased for a total cost of $443,000, at an average price of $17.02 per share. At December 31, 2024, there were 723,966 shares available to be repurchased under the program.

Citizens & Northern Bank is subject to various regulatory capital requirements. At December 31, 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 $1,347,853,000 at December 31, 2024, down 0.8% from $1,359,023,000 at September 30, 2024, and up 13.4% from $1,188,082,000 at December 31, 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 $217,000, $205,000 and $199,000 for the fourth quarter 2024, third quarter 2024 and fourth quarter 2023, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $819,000 for the year ended December 31, 2024 and $919,000 for the year ended December 31, 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; the potential for adverse developments in the banking industry that could have a negative impact on customer confidence, sources of liquidity and capital funding, and regulatory responses to such 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; 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-20250123xex99d2.htm EX-99.2

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

Graphic

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

    

    

    

    

    

 

4TH

4TH

 

QUARTER

QUARTER

 

2024

2023

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

33,329

$

30,236

$

3,093

 

10.23

%

Interest Expense

 

12,856

 

10,642

 

2,214

 

20.80

%

Net Interest Income

 

20,473

 

19,594

 

879

 

4.49

%

(Credit) Provision for Credit Losses

 

(531)

 

951

 

(1,482)

 

(155.84)

%

Net Interest Income After (Credit) Provision for Credit Losses

 

21,004

 

18,643

 

2,361

 

12.66

%

Noninterest Income

 

7,547

 

8,720

 

(1,173)

 

(13.45)

%

Net Realized Losses on Available-for-sale Debt Securities

 

0

 

(3,042)

 

3,042

 

(100.00)

%

Noninterest Expense

 

18,430

 

18,399

 

31

 

0.17

%

Income Before Income Tax Provision

 

10,121

 

5,922

 

4,199

 

70.91

%

Income Tax Provision

 

1,947

 

1,661

 

286

 

17.22

%

Net Income

$

8,174

$

4,261

$

3,913

 

91.83

%

Net Income Attributable to Common Shares (1)

$

8,103

$

4,231

$

3,872

 

91.52

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.53

$

0.28

$

0.25

 

89.29

%

Net Income - Diluted

$

0.53

$

0.28

$

0.25

 

89.29

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,287,462

 

15,175,013

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,287,462

 

15,175,013

 

  

 

  

YEAR ENDED

 

DECEMBER 31,

 

    

2024

2023

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

128,078

$

113,504

$

14,574

 

12.84

%

Interest Expense

 

48,963

 

33,104

 

15,859

 

47.91

%

Net Interest Income

 

79,115

 

80,400

 

(1,285)

 

(1.60)

%

Provision for Credit Losses

 

2,195

 

186

 

2,009

 

1,080.11

%

Net Interest Income After Provision for Credit Losses

 

76,920

 

80,214

 

(3,294)

 

(4.11)

%

Noninterest Income

 

29,209

 

27,453

 

1,756

 

6.40

%

Net Realized Losses on Available-for-sale Debt Securities

 

0

 

(3,036)

 

3,036

 

(100.00)

%

Noninterest Expense

 

74,258

 

74,148

 

110

 

0.15

%

Income Before Income Tax Provision

 

31,871

 

30,483

 

1,388

 

4.55

%

Income Tax Provision

 

5,913

 

6,335

 

(422)

 

(6.66)

%

Net Income

$

25,958

$

24,148

$

1,810

 

7.50

%

Net Income Attributable to Common Shares (1)

$

25,747

$

23,962

$

1,785

 

7.45

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

1.69

$

1.57

$

0.12

 

7.64

%

Net Income - Diluted

$

1.69

$

1.57

$

0.12

 

7.64

%

Dividends Per Share

$

1.12

$

1.12

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,262,504

 

15,241,859

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,262,504

 

15,241,859

 

  

 

  

(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)

December 31,

December 31,

 

    

2024

    

2023

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

126,174

$

56,878

$

69,296

 

121.83

%

Available-for-sale Debt Securities

 

402,380

 

415,755

 

(13,375)

 

(3.22)

%

Loans, Net

 

1,875,813

 

1,828,931

 

46,882

 

2.56

%

Bank-Owned Life Insurance

51,214

63,674

(12,460)

(19.57)

%

Bank Premises and Equipment, Net

21,338

21,632

(294)

(1.36)

%

Deferred Tax Asset, Net

19,098

17,441

1,657

9.50

%

Intangible Assets

 

54,585

 

54,974

 

(389)

 

(0.71)

%

Other Assets

 

60,051

 

56,299

 

3,752

 

6.66

%

TOTAL ASSETS

$

2,610,653

$

2,515,584

$

95,069

 

3.78

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,093,909

$

2,014,806

$

79,103

 

3.93

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

167,939

 

172,211

 

(4,272)

 

(2.48)

%

Senior Notes, Net

14,899

14,831

68

 

0.46

%

Subordinated Debt, Net

 

24,831

 

24,717

 

114

 

0.46

%

Other Liabilities

 

33,791

 

26,638

 

7,153

 

26.85

%

TOTAL LIABILITIES

 

2,335,369

 

2,253,203

 

82,166

 

3.65

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Loss

 

312,045

 

300,818

 

11,227

 

3.73

%

Accumulated Other Comprehensive Loss:

 

 

 

  

 

  

Net Unrealized Losses on Available-for-sale Debt Securities

 

(37,084)

 

(38,878)

 

1,794

 

(4.61)

%

Defined Benefit Plans

 

323

 

441

 

(118)

 

(26.76)

%

TOTAL STOCKHOLDERS' EQUITY

 

275,284

 

262,381

 

12,903

 

4.92

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,610,653

$

2,515,584

$

95,069

 

3.78

%

2


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

December 31, 

INCREASE

 

    

2024

    

2023

    

(DECREASE)

 

EARNINGS PERFORMANCE

 

  

 

  

 

  

Net Income

$

8,174

$

4,261

 

91.83

%

Return on Average Assets (Annualized)

 

1.24

%  

 

0.69

%  

79.71

%

Return on Average Equity (Annualized)

 

11.87

%  

 

7.03

%  

68.85

%

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

PPNR

$

9,807

$

8,014

22.37

%

PPNR (Annualized) as a % of Average Assets

1.48

%  

1.29

%  

14.73

%

PPNR (Annualized) as a % of Average Equity

14.24

%  

13.22

%  

7.72

%

    

AS OF OR FOR THE

    

 

YEAR ENDED

%

 

December 31, 

INCREASE

 

    

2024

    

2023

    

(DECREASE)

 

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

 

  

 

  

 

  

Net Income

$

25,958

$

24,148

 

7.50

%

Return on Average Assets (Annualized)

 

1.00

%  

 

0.98

%  

2.04

%

Return on Average Equity (Annualized)

 

9.76

%  

 

9.72

%  

0.41

%

PPNR - NON-GAAP (a)

PPNR

$

34,885

$

32,524

7.26

%

PPNR (Annualized) as a % of Average Assets

1.35

%  

1.32

%  

2.27

%

PPNR (Annualized) as a % of Average Equity

13.12

%  

13.09

%  

0.23

%

BALANCE SHEET HIGHLIGHTS

 

 

  

 

  

Total Assets

$

2,610,653

$

2,515,584

 

3.78

%

Available-for-Sale Debt Securities

 

402,380

 

415,755

 

(3.22)

%

Loans, Net

 

1,875,813

 

1,828,931

 

2.56

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

20,035

19,208

 

4.31

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

455

 

690

 

(34.06)

%

Deposits

 

2,093,909

 

2,014,806

 

3.93

%

OFF-BALANCE SHEET

 

 

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

329,766

$

323,298

 

2.00

%

Trust Assets Under Management

 

1,347,853

 

1,188,082

 

13.45

%

STOCKHOLDERS' VALUE (PER COMMON SHARE)

 

  

 

  

 

  

Net Income - Basic

$

1.69

$

1.57

 

7.64

%

Net Income - Diluted

$

1.69

$

1.57

 

7.64

%

Dividends

$

1.12

$

1.12

 

0.00

%

Common Book Value

$

17.84

$

17.15

 

4.02

%

Tangible Common Book Value - NON-GAAP (b)

$

14.30

$

13.56

 

5.46

%

Market Value (Last Trade)

$

18.60

$

22.43

 

(17.08)

%

Market Value / Common Book Value

 

104.26

%  

 

130.79

%  

(20.28)

%

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

 

130.07

%  

 

165.41

%  

(21.37)

%

Price Earnings Multiple

 

11.01

 

14.29

 

(22.95)

%

Dividend Yield (Annualized)

 

6.02

%  

 

4.99

%  

20.64

%

Common Shares Outstanding, End of Period

 

15,433,494

 

15,295,135

 

0.90

%

3


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

YEAR ENDED

%

 

December 31, 

INCREASE

 

    

2024

    

2023

    

(DECREASE)

 

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (b)

 

8.63

%  

8.43

%  

2.37

%

Nonperforming Assets / Total Assets

 

0.92

%  

0.75

%  

22.67

%

Allowance for Credit Losses / Total Loans

 

1.06

%  

1.04

%  

1.92

%

Total Risk Based Capital Ratio (c)

 

15.95

%  

15.69

%  

1.66

%

Tier 1 Risk Based Capital Ratio (c)

 

13.56

%  

13.28

%  

2.11

%

Common Equity Tier 1 Risk Based Capital Ratio (c)

 

13.56

%  

13.28

%  

2.11

%

Leverage Ratio (c)

 

9.80

%  

9.88

%  

(0.81)

%

AVERAGE BALANCES

Average Assets

$

2,583,106

$

2,462,856

 

4.88

%

Average Equity

$

265,884

$

248,494

 

7.00

%

EFFICIENCY RATIO - NON-GAAP (d)

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

$

79,934

$

81,319

 

(1.70)

%

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

29,209

27,453

6.40

Less: Enhancement Fee Included in Noninterest Income Related to Purchase of Bank-Owned Life Insurance

 

0

 

(2,100)

 

(100.00)

%

Total (1)

$

109,143

$

106,672

 

2.32

%

Noninterest Expense (2)

$

74,258

$

74,148

 

0.15

%

Efficiency Ratio = (2)/(1)

 

68.04

%  

 

69.51

%  

(2.11)

%

(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 realized gains or losses on securities or 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 below 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

    

$

2,610,653

    

$

2,515,584

Less: Intangible Assets, Primarily Goodwill

 

(54,585)

 

(54,974)

Tangible Assets

$

2,556,068

$

2,460,610

Total Stockholders' Equity

$

275,284

$

262,381

Less: Intangible Assets, Primarily Goodwill

 

(54,585)

 

(54,974)

Tangible Common Equity (3)

$

220,699

$

207,407

Common Shares Outstanding, End of Period (4)

 

15,433,494

 

15,295,135

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

$

14.30

$

13.56

(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 below 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:

December 31, 

    

September 30, 

    

June 30, 

    

March 31, 

    

December 31, 

2024

2024

2024

2024

2023

Interest income

$

33,329

$

33,087

$

31,326

$

30,336

$

30,236

Interest expense

 

12,856

 

12,931

 

11,881

 

11,295

 

10,642

Net interest income

 

20,473

 

20,156

 

19,445

 

19,041

 

19,594

(Credit) provision for credit losses

 

(531)

 

1,207

 

565

 

954

 

951

Net interest income after (credit) provision for credit losses

 

21,004

 

18,949

 

18,880

 

18,087

 

18,643

Noninterest income

 

7,547

 

7,133

 

7,854

 

6,675

 

8,720

Net realized (losses) on securities

 

0

 

0

 

0

 

0

 

(3,042)

Noninterest expense

 

18,430

 

18,269

 

19,255

 

18,304

 

18,399

Income before income tax provision

 

10,121

 

7,813

 

7,479

 

6,458

 

5,922

Income tax provision

 

1,947

 

1,448

 

1,366

 

1,152

 

1,661

Net income

$

8,174

$

6,365

$

6,113

$

5,306

$

4,261

Net income attributable to common shares

$

8,103

$

6,311

$

6,066

$

5,267

$

4,231

Basic earnings per common share

$

0.53

$

0.41

$

0.40

$

0.35

$

0.28

Diluted earnings per common share

$

0.53

$

0.41

$

0.40

$

0.35

$

0.28

5


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

Dec. 31,

    

Sept. 30,

    

June 30,

    

March 31,

    

Dec. 31,

2024

2024

2024

2024

2023

ASSETS

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

126,174

$

184,213

$

100,412

$

46,448

$

56,878

Available-for-Sale Debt Securities

 

402,380

 

408,422

 

401,145

 

405,094

 

415,755

Loans, Net

 

1,875,813

 

1,872,322

 

1,872,825

 

1,852,426

 

1,828,931

Bank-Owned Life Insurance

51,214

50,757

50,301

49,857

63,674

Bank Premises and Equipment, Net

21,338

21,537

21,966

21,852

21,632

Deferred Tax Asset, Net

19,098

17,047

18,375

17,703

17,441

Intangible Assets

 

54,585

 

54,682

 

54,779

 

54,877

 

54,974

Other Assets

 

60,051

 

61,842

 

73,319

 

73,280

 

56,299

TOTAL ASSETS

$

2,610,653

$

2,670,822

$

2,593,122

$

2,521,537

$

2,515,584

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits (1)

$

2,093,909

$

2,135,879

$

2,059,309

$

1,995,903

$

2,014,806

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

167,939

 

186,043

 

202,523

 

197,655

 

172,211

Senior Notes, Net

14,899

14,882

14,865

14,848

14,831

Subordinated Debt, Net

 

24,831

 

24,802

 

24,773

 

24,745

 

24,717

Other Liabilities

 

33,791

 

31,911

 

28,431

 

26,730

 

26,638

TOTAL LIABILITIES

 

2,335,369

 

2,393,517

 

2,329,901

 

2,259,881

 

2,253,203

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

312,045

 

307,369

 

304,582

 

302,362

 

300,818

Accumulated Other Comprehensive Loss:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(37,084)

 

(30,396)

 

(41,710)

 

(41,071)

 

(38,878)

Defined Benefit Plans

 

323

 

332

 

349

 

365

 

441

TOTAL STOCKHOLDERS' EQUITY

 

275,284

 

277,305

 

263,221

 

261,656

 

262,381

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,610,653

$

2,670,822

$

2,593,122

$

2,521,537

$

2,515,584

(1) Brokered Deposits (Included in Total Deposits)

$

24,021

$

45,051

$

59,501

$

69,391

$

64,369

6


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

December 31, 2024

    

September 30, 2024

December 31, 2023

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

    

Cost

    

Value

    

Cost

    

Value

Obligations of the U.S. Treasury

$

8,067

$

7,118

$

8,072

$

7,321

$

12,325

$

11,290

Obligations of U.S. Government agencies

10,154

9,025

10,271

9,376

11,119

9,946

Bank holding company debt securities

28,958

25,246

28,956

23,949

28,952

23,500

Obligations of states and political subdivisions:

 

 

 

 

Tax-exempt

 

111,995

101,302

 

113,093

104,936

 

113,464

 

104,199

Taxable

 

51,147

42,506

 

55,182

48,434

 

58,720

 

50,111

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

 

 

 

 

Residential pass-through securities

 

104,378

94,414

 

101,545

94,053

 

105,549

 

95,405

Residential collateralized mortgage obligations

 

53,389

49,894

 

48,251

45,601

 

50,212

 

46,462

Commercial mortgage-backed securities

 

73,470

64,501

 

73,695

66,390

 

76,412

 

66,682

Private label commercial mortgage-backed securities

8,365

8,374

8,327

8,362

8,215

8,160

Total Available-for-Sale Debt Securities

$

449,923

$

402,380

$

447,392

$

408,422

$

464,968

$

415,755

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

December 31, 

    

September 30, 

    

December 31, 

2024

2024

2023

Commercial real estate - non-owner occupied:

 

  

 

  

 

  

Non-owner occupied

$

471,171

$

470,383

$

499,104

Multi-family (5 or more) residential

105,174

87,487

64,076

1-4 Family - commercial purpose

163,220

163,233

174,162

Total commercial real estate - non-owner occupied

739,565

721,103

737,342

Commercial real estate - owner occupied

261,071

266,477

237,246

All other commercial loans:

Commercial and industrial

96,665

93,205

78,832

Commercial lines of credit

120,078

128,461

117,236

Political subdivisions

94,009

85,479

79,031

Commercial construction and land

92,741

105,255

104,123

Other commercial loans

19,784

19,585

20,471

Total all other commercial loans

423,277

431,985

399,693

Residential mortgage loans:

1-4 Family - residential

383,797

383,482

389,262

1-4 Family residential construction

24,212

23,947

24,452

Total residential mortgage

408,009

407,429

413,714

Consumer loans:

Consumer lines of credit (including HELCs)

47,196

43,624

41,503

All other consumer

16,730

22,146

18,641

Total consumer

63,926

65,770

60,144

Total

1,895,848

1,892,764

1,848,139

Less: allowance for credit losses on loans

(20,035)

(20,442)

(19,208)

Loans, net

$

1,875,813

$

1,872,322

$

1,828,931

7


NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

December 31, 

% of Non-owner

% of

2024

Occupied CRE

Total Loans

Office

$

102,831

21.8

%

5.4

%

Retail

96,142

20.4

%

5.1

%

Industrial

79,839

16.9

%

4.2

%

Hotels

70,229

14.9

%

3.7

%

Mixed Use

60,837

12.9

%

3.2

%

Other

61,293

13.0

%

3.2

%

Total Non-owner Occupied CRE Loans

$

471,171

Total Gross Loans

$

1,895,848

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

    

December 31, 

    

    

September 30, 

    

December 31, 

    

2024

2024

2023

Loans individually evaluated with a valuation allowance

$

258

$

1,622

$

7,786

Loans individually evaluated without a valuation allowance

18,843

18,069

3,478

Total individually evaluated loans

$

19,101

$

19,691

$

11,264

Total loans past due 30-89 days and still accruing

$

5,658

$

15,906

$

9,275

Nonperforming assets:

 

  

 

  

 

  

Total nonaccrual loans

$

23,842

$

24,401

$

15,177

Total loans past due 90 days or more and still accruing

 

119

 

56

 

3,190

Total nonperforming loans

 

23,961

 

24,457

 

18,367

Foreclosed assets held for sale (real estate)

 

181

 

181

 

478

Total nonperforming assets

$

24,142

$

24,638

$

18,845

Total nonperforming loans as a % of total loans

 

1.26

%  

 

1.29

%  

 

0.99

%  

Total nonperforming assets as a % of assets

 

0.92

%  

 

0.92

%  

 

0.75

%  

Allowance for credit losses as a % of total loans

 

1.06

%  

 

1.08

%  

 

1.04

%  

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

    

3 Months

    

3 Months

    

Year

    

Year

 

Ended

Ended

Ended

Ended

 

December 31, 

September 30, 

December 31, 

December 31, 

 

2024

2024

2024

2023

 

Balance, beginning of period

$

20,442

$

20,382

$

19,208

$

16,615

Adoption of ASU 2016-13 (CECL)

0

0

0

2,104

Charge-offs

 

(32)

 

(1,268)

 

(1,716)

 

(356)

Recoveries

 

18

 

31

 

113

 

92

Net charge-offs

 

(14)

 

(1,237)

 

(1,603)

 

(264)

(Credit) provision for credit losses on loans

 

(393)

 

1,297

 

2,430

 

753

Balance, end of period

$

20,035

$

20,442

$

20,035

$

19,208

Net charge-offs as a % of average gross loans

0.09

%

0.01

%

8


ANALYSIS OF THE (CREDIT) PROVISION FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

Year

Year

Ended

Ended

Ended

Ended

December 31, 

September 30, 

December 31, 

December 31, 

2024

2024

2024

2023

Provision (credit) for credit losses:

Loans receivable

$

(393)

$

1,297

$

2,430

$

753

Off-balance sheet exposures

 

(138)

 

(90)

 

(235)

 

(567)

Total (credit) provision for credit losses

$

(531)

$

1,207

$

2,195

$

186

PPNR NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended

Year Ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

Calculation of PPNR:

2024

2024

2023

2024

2023

Net Income (GAAP)

$

8,174

$

6,365

$

4,261

$

25,958

$

24,148

Add: Provision for income taxes

1,947

1,448

1,661

5,913

6,335

Add: (Credit) provision for credit losses

(531)

1,207

951

2,195

186

Less: Enhancement fee included in noninterest income related to purchase of Bank-Owned Life Insurance

0

0

(2,100)

0

(2,100)

Add: Realized losses on available-for-sale securities debt securities

0

0

3,042

0

3,036

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

217

205

199

819

919

PPNR (non-GAAP)

$

9,807

$

9,225

$

8,014

$

34,885

$

32,524

9


COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

    

Three Months Ended

Year Ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

    

2024

    

2024

    

2023

2024

    

2023

INTEREST INCOME

Interest-bearing due from banks

$

1,786

$

1,622

$

447

$

4,307

$

1,379

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,184

 

2,136

 

2,115

 

8,593

 

8,555

Tax-exempt

 

644

 

638

 

654

 

2,531

 

2,815

Total available-for-sale debt securities

 

2,828

 

2,774

 

2,769

 

11,124

 

11,370

Loans receivable:

 

 

Taxable

 

28,104

 

28,099

 

26,532

 

110,396

 

98,846

Tax-exempt

795

749

663

2,944

2,764

Total loans receivable

28,899

28,848

27,195

113,340

101,610

Other earning assets

33

48

24

126

64

Total Interest Income

33,546

33,292

30,435

128,897

114,423

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

3,269

3,240

2,809

12,151

7,668

Money market

2,333

2,159

2,032

8,589

5,686

Savings

50

50

57

207

243

Time deposits

4,931

4,963

3,742

18,253

10,636

Total interest-bearing deposits

10,583

10,412

8,640

39,200

24,233

Borrowed funds:

Short-term

27

184

322

1,168

3,240

Long-term - FHLB advances

1,894

1,983

1,329

7,188

4,230

Senior notes, net

121

120

120

481

479

Subordinated debt, net

231

232

231

926

922

Total borrowed funds

2,273

2,519

2,002

9,763

8,871

Total Interest Expense

12,856

12,931

10,642

48,963

33,104

Net Interest Income

$

20,690

$

20,361

$

19,793

$

79,934

$

81,319

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

Year Ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

2024

    

2024

    

2023

2024

    

2023

Net Interest Income Under U.S. GAAP

$

20,473

$

20,156

$

19,594

$

79,115

$

80,400

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

69

66

74

271

388

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

148

139

125

548

531

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

$

20,690

$

20,361

$

19,793

$

79,934

$

81,319

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

 

12/31/2024

Return/

9/30/2024

Return/

12/31/2023

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

150,003

4.74

%  

$

119,885

5.38

%

$

37,555

 

4.72

%

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

 

 

 

 

Taxable

 

333,376

2.61

%  

 

336,246

2.53

%

 

372,797

 

2.25

%

Tax-exempt

 

112,686

2.27

%  

 

113,514

2.24

%

 

121,143

 

2.14

%

Total available-for-sale debt securities

 

446,062

2.52

%  

 

449,760

2.45

%

 

493,940

 

2.22

%

Loans receivable:

 

  

 

  

 

  

 

Taxable

 

1,800,732

6.21

%  

 

1,797,224

6.22

%

 

1,752,047

6.01

%

Tax-exempt

 

92,440

3.42

%  

 

91,246

3.27

%

 

84,349

3.12

%

Total loans receivable

 

1,893,172

6.07

%  

 

1,888,470

6.08

%

 

1,836,396

 

5.88

%

Other earning assets

 

2,147

6.11

%  

 

3,076

6.21

%

 

1,534

 

6.21

%

Total Earning Assets

 

2,491,384

5.36

%  

 

2,461,191

5.38

%

 

2,369,425

 

5.10

%

Cash

 

20,988

 

24,987

 

21,019

 

  

Unrealized loss on securities

 

(42,753)

 

(47,806)

 

(72,605)

 

  

Allowance for credit losses

 

(20,750)

 

(20,643)

 

(18,575)

 

  

Bank-owned life insurance

50,923

50,470

32,980

Bank premises and equipment

 

21,488

 

21,793

 

21,532

 

  

Intangible assets

 

54,632

 

54,730

 

55,025

 

  

Other assets

 

70,976

 

73,320

 

78,558

 

  

Total Assets

$

2,646,888

$

2,618,042

$

2,487,359

 

  

INTEREST-BEARING LIABILITIES

 

 

 

  

 

  

Interest-bearing deposits:

 

 

 

  

 

  

Interest checking

$

573,133

2.27

%  

$

543,288

2.37

%

$

521,432

2.14

%

Money market

 

373,558

2.48

%  

 

356,487

2.41

%

 

354,854

2.27

%

Savings

 

193,554

0.10

%  

 

198,312

0.10

%

 

218,810

0.10

%

Time deposits

 

490,363

4.00

%  

 

485,708

4.07

%

 

429,898

3.45

%

Total interest-bearing deposits

 

1,630,608

2.58

%  

 

1,583,795

2.62

%

 

1,524,994

 

2.25

%

Borrowed funds:

 

 

 

  

 

Short-term

 

3,852

2.79

%  

 

15,038

4.87

%

 

24,196

5.28

%

Long-term - FHLB advances

 

169,346

4.45

%  

 

181,075

4.36

%

 

132,089

3.99

%

Senior notes, net

 

14,889

3.23

%  

 

14,875

3.21

%

 

14,822

3.21

%

Subordinated debt, net

 

24,819

3.70

%  

 

24,787

3.72

%

 

24,704

3.71

%

Total borrowed funds

 

212,906

4.25

%  

 

235,775

4.25

%

 

195,811

 

4.06

%

Total Interest-bearing Liabilities

 

1,843,514

2.77

%  

 

1,819,570

2.83

%

 

1,720,805

 

2.45

%

Demand deposits

 

496,161

 

500,859

 

491,944

 

  

Other liabilities

 

31,763

 

29,226

 

32,122

 

  

Total Liabilities

 

2,371,438

 

2,349,655

 

2,244,871

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

308,472

 

305,808

 

299,401

 

  

Accumulated other comprehensive loss

 

(33,022)

 

(37,421)

 

(56,913)

 

  

Total Stockholders' Equity

 

275,450

 

268,387

 

242,488

 

  

Total Liabilities and Stockholders' Equity

$

2,646,888

$

2,618,042

$

2,487,359

 

  

Interest Rate Spread

 

2.59

%  

 

2.55

%

 

2.65

%

Net Interest Income/Earning Assets

3.30

%  

3.29

%

3.31

%

Total Deposits (Interest-bearing and Demand)

$

2,126,769

 

  

$

2,084,654

 

  

$

2,016,938

 

  

(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)

    

Year

    

    

Year

    

 

Ended

Rate of

Ended

Rate of

 

12/31/2024

Return/

12/31/2023

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

 

Interest-bearing due from banks

$

86,703

4.97

%  

$

32,709

 

4.22

%

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

 

 

  

 

  

Taxable

 

340,339

2.52

%  

 

389,456

 

2.20

%

Tax-exempt

 

113,121

2.24

%  

 

125,920

 

2.24

%

Total available-for-sale debt securities

 

453,460

2.45

%  

 

515,376

 

2.21

%

Loans receivable:

 

 

  

 

  

Taxable

 

1,791,187

6.16

%  

 

1,703,839

 

5.80

%

Tax-exempt

 

89,935

3.27

%  

 

88,310

 

3.12

%

Total loans receivable

 

1,881,122

6.03

%  

 

1,792,149

 

5.67

%

Other earning assets

 

2,198

5.73

%  

 

1,383

 

4.63

%

Total Earning Assets

 

2,423,483

5.32

%  

 

2,341,617

 

4.89

%

Cash

 

22,209

 

22,108

 

  

Unrealized loss on securities

 

(49,520)

 

(63,118)

 

  

Allowance for credit losses

 

(20,294)

 

(18,498)

 

  

Bank-owned life insurance

51,465

31,808

Bank premises and equipment

 

21,765

 

21,330

 

  

Intangible assets

 

54,778

 

55,176

 

  

Other assets

 

79,220

 

72,433

 

  

Total Assets

$

2,583,106

$

2,462,856

 

  

INTEREST-BEARING LIABILITIES

 

 

  

 

  

Interest-bearing deposits:

 

 

  

 

  

Interest checking

$

537,233

2.26

%  

$

488,761

 

1.57

%

Money market

 

358,274

2.40

%  

 

347,130

 

1.64

%

Savings

 

203,129

0.10

%  

 

238,760

 

0.10

%

Time deposits

 

465,882

3.92

%  

 

381,488

 

2.79

%

Total interest-bearing deposits

 

1,564,518

2.51

%  

 

1,456,139

 

1.66

%

Borrowed funds:

 

 

  

 

  

Short-term

 

22,743

5.14

%  

 

62,926

 

5.15

%

Long-term - FHLB advances

 

167,181

4.30

%  

 

110,943

 

3.81

%

Senior notes, net

 

14,865

3.24

%  

 

14,798

 

3.24

%

Subordinated debt, net

 

24,774

3.74

%  

 

24,662

 

3.74

%

Total borrowed funds

 

229,563

4.25

%  

 

213,329

 

4.16

%

Total Interest-bearing Liabilities

 

1,794,081

2.73

%  

 

1,669,468

 

1.98

%

Demand deposits

 

493,052

 

515,787

 

  

Other liabilities

 

30,089

 

29,107

 

  

Total Liabilities

 

2,317,222

 

2,214,362

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

304,532

 

297,894

 

  

Accumulated other comprehensive loss

 

(38,648)

 

(49,400)

 

  

Total Stockholders' Equity

 

265,884

 

248,494

 

  

Total Liabilities and Stockholders' Equity

$

2,583,106

$

2,462,856

 

  

Interest Rate Spread

2.59

%  

 

  

 

2.91

%

Net Interest Income/Earning Assets

3.30

%  

 

  

 

3.47

%

Total Deposits (Interest-bearing and Demand)

$

2,057,570

$

1,971,926

(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.

12


COMPARISON OF NONINTEREST INCOME

(In Thousands)

    

Three Months Ended

Year Ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

    

2024

2024

2023

2024

2023

Trust revenue

$

2,071

$

1,946

$

1,913

$

7,928

$

7,413

Brokerage and insurance revenue

 

682

 

523

 

486

 

2,271

1,675

Service charges on deposit accounts

 

1,531

 

1,546

 

1,446

 

5,867

5,567

Interchange revenue from debit card transactions

 

1,071

 

1,103

 

1,045

 

4,276

4,160

Net gains from sales of loans

 

372

 

360

 

273

 

1,158

723

Loan servicing fees, net

 

215

 

74

 

136

 

649

602

Increase in cash surrender value of life insurance

 

458

 

458

 

2,253

 

1,830

2,703

Other noninterest income

 

1,147

 

1,123

 

1,168

 

5,230

4,610

Total noninterest income, excluding realized losses
on securities, net

$

7,547

$

7,133

$

8,720

$

29,209

$

27,453

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Year Ended

    

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

2024

2024

2023

2024

2023

Salaries and employee benefits

$

11,470

$

10,875

$

11,113

$

44,930

$

44,195

Net occupancy and equipment expense

 

1,313

 

1,377

 

1,364

 

5,473

 

5,357

Data processing and telecommunications expenses

 

1,891

 

1,882

 

1,923

 

7,768

 

7,582

Automated teller machine and interchange expense

 

348

 

510

 

308

 

1,818

 

1,682

Pennsylvania shares tax

 

433

 

433

 

392

 

1,733

 

1,602

Professional fees

 

550

 

555

 

509

 

2,175

 

2,497

Other noninterest expense

 

2,425

 

2,637

 

2,790

 

10,361

 

11,233

Total noninterest expense

$

18,430

$

18,269

$

18,399

$

74,258

$

74,148

13


LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities

    

Outstanding

Available

Total Credit

Dec. 31,

September 30,

Dec. 31,

Dec. 31,

September 30,

Dec. 31,

Dec. 31,

September 30,

Dec. 31,

2024

2024

2023

2024

2024

2023

2024

2024

2023

Federal Home Loan Bank of Pittsburgh

$

188,692

$

207,858

$

189,021

$

749,999

$

737,284

$

737,824

$

938,691

$

945,142

$

926,845

Federal Reserve Bank Discount Window

0

0

0

18,093

18,602

19,982

18,093

18,602

19,982

Other correspondent banks

0

0

0

75,000

75,000

75,000

75,000

75,000

75,000

Total credit facilities

$

188,692

$

207,858

$

189,021

$

843,092

$

830,886

$

832,806

$

1,031,784

$

1,038,744

$

1,021,827

Uninsured Deposits Information

December 31, 

September 30, 

December 31, 

2024

2024

2023

Total Deposits - C&N Bank

$

2,111,547

$

2,152,136

$

2,030,909

Estimated Total Uninsured Deposits

$

632,804

$

655,569

$

592,206

Portion of Uninsured Deposits that are

Collateralized

161,958

183,274

151,031

Uninsured and Uncollateralized Deposits

$

470,846

$

472,295

$

441,175

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

22.3

%  

21.9

%  

21.7

%  

Available Funding from Credit Facilities

$

843,092

$

830,886

$

832,806

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

236,945

223,060

256,058

Highly Liquid Available Funding

$

1,080,037

$

1,053,946

$

1,088,864

Highly Liquid Available Funding as a % of

Uninsured Deposits

170.7

%  

160.8

%  

183.9

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

229.4

%  

223.2

%  

246.8

%  

14