8-K

CITIZENS & NORTHERN CORP (CZNC)

8-K 2023-07-20 For: 2023-07-20
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 20, 2023

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania **** 0-16084 **** 23-2451943
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
90-92 Main Street , Wellsboro , Pennsylvania 16901
(Address of principal executive offices) (Zip Code)

( 570 ) 724-3411

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $1.00 per share CZNC Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2023. On July 20, 2023, the Company issued a press release titled “C&N Declares Dividend and Announces First Quarter 2023 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental, unaudited financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated July 20, 2023, titled “C&N Declares Dividend and Announces Second Quarter 2023 Unaudited Financial Results.”
Exhibit 99.2: Supplemental, unaudited financial information.
Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS & NORTHERN CORPORATION
Dated:  July 20, 2023 By: /s/ Mark A. Hughes
Mark A. Hughes
Treasurer and Chief Financial Officer

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Exhibit 99.1

Graphic

Contact:  Charity Frantz
July 20, 2023 570-724-0225
charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2023 UNAUDITED FINANCIAL RESULTS

For Immediate Release:

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2023. C&N’s principal activity is community banking, and the largest subsidiary is Citizens & Northern Bank (the “Bank”).

Highlights:

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

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

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

Second Quarter 2023 as Compared to First Quarter 2023

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

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

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

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

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

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

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

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

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

Donations expense increased $761,000, reflecting the impact of donations totaling $800,000 made under the Pennsylvania Educational Improvement Tax Credit program in the second quarter which generated the income from tax credits of $721,000 noted above.
FDIC insurance expense totaled $386,000 in the second quarter 2023, an increase of $218,000 over the first quarter 2023 amount. The increase in expense reflects an increase of 0.02% in the base deposit insurance assessment rate schedules applicable to all FDIC-insured banks.
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There was a reduction in expense in the second quarter 2023 related to other operational losses of $82,000 as compared to expense of $206,000 in the first quarter. The reduction in the second quarter 2023 included recoveries and reductions in accruals previously recognized related to check fraud and Trust Department tax-related compliance matters.
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Second Quarter 2023 as Compared to Second Quarter 2022

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

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

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

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

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

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

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

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

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

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

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

Ø Other noninterest expense of $3,359,000 increased $928,000 from the second quarter 2022. Within this category, significant variances included the following:
Legal fees totaled $327,000 in the second quarter 2023, an increase of $236,000 over the second quarter 2022 total, mainly due to fees incurred related to non-litigation-related corporate matters.
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FDIC insurance expense increased $224,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
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The reduction in expense related to other operational losses of $82,000 in the second quarter 2023, as previously described, was a lesser benefit by $158,000 as compared to a reduction in other operational losses of $240,000 in the second quarter 2022. The reduction in expense in the second quarter 2023 was related to check fraud and Trust Department tax-related compliance matters while most of the reduction in the second quarter 2022 was related to Trust Department tax compliance matters.
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Ø Salaries and employee benefits expense of $10,777,000 increased $512,000 from the second quarter 2022, including an increase in base salaries expense of $555,000, or 8.0%. The increase in base salaries expense includes the effects of annual merit-based increases and an increase of 7 full-time employees to 412 at June 30, 2023 from 405 at June 30, 2022.
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Ø Data processing and telecommunications of $1,900,000 increased $180,000 from the second quarter 2022, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

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

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

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

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

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

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

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

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

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

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

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

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Ø Other noninterest expense of $5,886,000 increased $1,551,000. Within this category, significant variances included the following:
Other operational losses totaled $171,000 in the first six months of 2023 as compared to a net reduction in expense of $182,000 in the first six months of 2022. Most of the reduction in expense in 2022 was related to Trust Department tax compliance matters.
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Legal fees totaled $513,000 in the first six months of 2023, an increase of $293,000, mainly due to fees incurred related to non-litigation-related corporate matters.
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In the six-month period ended June 30, 2023, the allowance for disallowed SBA claims decreased $35,000, resulting in a reduction in expense of the same amount, reflecting better than previously estimated claims experience. In comparison, in the first six months of 2022, the allowance for disallowed SBA claims decreased $290,000, resulting in a decrease in expense of $290,000. At June 30, 2023, the allowance for disallowed SBA claims, which was included in other liabilities, was $55,000.
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FDIC insurance expense increased $242,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
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Ø Salaries and employee benefits expense of $22,204,000 increased $1,332,000, including an increase in base salaries expense of $1,168,000, or 8.6%.
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Ø Professional fees of $1,501,000 increased $532,000, including $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.

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

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

Other Information:

Changes in other unaudited financial information are as follows:

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

The amortized cost of available-for-sale debt securities decreased to $507,132,000 at June 30, 2023 from $527,589,000 at March 31, 2023 and $572,794,000 at June 30, 2022. The fair value of available-for-sale debt securities at June 30, 2023 was lower than amortized cost basis by $61,437,000, or 12.1%. In comparison, the aggregate unrealized loss position was $54,775,000 (10.4%) at March 31, 2023 and $45,957,000 (8.0%) at June 30, 2022. The unrealized decrease in fair value of the portfolio has resulted from an increase in interest rates. Management reviewed the available-for-sale debt securities as of June 30, 2023 and concluded there were no credit-related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary.

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

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

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

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

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

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

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

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

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

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

Citizens & Northern Bank is subject to various regulatory capital requirements. At June 30, 2023, Citizens & Northern Bank maintains regulatory capital ratios that exceed all capital adequacy requirements. Management expects the Bank to remain well-capitalized for the foreseeable future.

Trust assets under management by C&N’s Wealth Management Group amounted to $1,154,728,000 at June 30, 2023, up 2.4% from $1,127,439,000 at March 31, 2023 and 9.4% from $1,055,290,000 at June 30, 2022. Fluctuations in values of assets under management reflect the impact of market volatility.

Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $239,000, $269,000 and $312,000 for the second quarter 2023, first quarter 2023 and second quarter 2022, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $508,000 for the six months ended June 30, 2023 and $614,000 for the six months ended June 30, 2022.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 29 banking offices located in Bradford, Bucks, Cameron, Chester, Lycoming, McKean, Potter, Sullivan, Tioga, York and Lancaster Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments (including potential increases in the cost of deposit insurance assessments); C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions; and the effect of the novel coronavirus (COVID-19) and related events. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 7

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

Graphic

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** 2ND **** 2ND
QUARTER QUARTER
2023 2022
(Current) (Prior Year) Incr. (Decr.) % Incr. (Decr.) ****
Interest and Dividend Income $ 28,011 $ 21,309 31.45 %
Interest Expense 7,649 1,684 354.22 %
Net Interest Income 20,362 19,625 3.76 %
Provision for Credit Losses 812 308 163.64 %
Net Interest Income After Provision for Credit Losses 19,550 19,317 1.21 %
Noninterest Income 6,635 6,830 (2.86) %
Net Realized Losses on Available-for-sale Debt Securities (1) (1) 0.00 %
Noninterest Expense 18,722 17,039 9.88 %
Income Before Income Tax Provision 7,462 9,107 (18.06) %
Income Tax Provision 1,419 1,618 (12.30) %
Net Income $ 6,043 $ 7,489 **** (19.31) %
Net Income Attributable to Common Shares (1) $ 5,996 $ 7,419 **** (19.18) %
PER COMMON SHARE DATA:
Net Income - Basic $ 0.39 $ 0.48 (18.75) %
Net Income - Diluted $ 0.39 $ 0.48 (18.75) %
Dividends Per Share $ 0.28 $ 0.28 0.00 %
Number of Shares Used in Computation - Basic 15,231,505 15,441,564
Number of Shares Used in Computation - Diluted 15,231,505 15,444,573

All values are in US Dollars.

**** SIX MONTHS ENDED
JUNE 30,
2023 **** 2022
(Current) (Prior Year) Incr. (Decr.) % Incr. (Decr.) ****
Interest and Dividend Income $ 54,150 $ 43,082 25.69 %
Interest Expense 13,007 3,125 316.22 %
Net Interest Income 41,143 39,957 2.97 %
Provision for Credit Losses 460 1,199 (61.63) %
Net Interest Income After Provision for Credit Losses 40,683 38,758 4.97 %
Noninterest Income 12,244 12,651 (3.22) %
Net Realized Gains on Available-for-sale Debt Securities 6 1 500.00 %
Noninterest Expense 37,809 33,925 11.45 %
Income Before Income Tax Provision 15,124 17,485 (13.50) %
Income Tax Provision 2,828 3,101 (8.80) %
Net Income $ 12,296 $ 14,384 **** (14.52) %
Net Income Attributable to Common Shares (1) $ 12,197 $ 14,254 **** (14.43) %
PER COMMON SHARE DATA:
Net Income - Basic $ 0.80 $ 0.92 (13.04) %
Net Income - Diluted $ 0.80 $ 0.92 (13.04) %
Dividends Per Share $ 0.56 $ 0.56 0.00 %
Number of Shares Used in Computation - Basic 15,320,101 15,542,959
Number of Shares Used in Computation - Diluted 15,320,366 15,546,319

All values are in US Dollars.

(1) Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested restricted shares with nonforfeitable dividends.

1

CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

June 30, June 30,
2023 2022 Incr. (Decr.) % Incr. (Decr.)
ASSETS
Cash & Due from Banks $ 51,762 $ 69,187 (25.19) %
Available-for-sale Debt Securities 445,695 526,837 (15.40) %
Loans, Net 1,795,454 1,643,057 9.28 %
Bank-Owned Life Insurance 31,504 30,941 1.82 %
Bank Premises and Equipment, Net 20,970 21,829 (3.94) %
Deferred Tax Asset, Net 20,687 16,331 26.67 %
Intangible Assets 55,178 55,602 (0.76) %
Other Assets 49,530 46,934 5.53 %
TOTAL ASSETS $ 2,470,780 $ 2,410,718 **** 2.49 %
LIABILITIES
Deposits $ 2,010,118 $ 1,964,270 2.33 %
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 146,694 126,833 15.66 %
Senior Notes, Net 14,798 14,733 0.44 %
Subordinated Debt, Net 24,661 24,553 0.44 %
Other Liabilities 26,392 21,710 21.57 %
TOTAL LIABILITIES **** 2,222,663 **** 2,152,099 **** 3.28 %
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated
Other Comprehensive Loss 296,190 294,621 0.53 %
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized Losses on Available-for-sale Debt Securities (48,536) (36,307) 33.68 %
Defined Benefit Plans 463 305 51.80 %
TOTAL STOCKHOLDERS' EQUITY **** 248,117 **** 258,619 **** (4.06) %
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,470,780 $ 2,410,718 **** 2.49 %

All values are in US Dollars.

​ 2

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** FOR THE
THREE MONTHS ENDED %
June 30, INCREASE
**** 2023 **** 2022 **** (DECREASE) ****
EARNINGS PERFORMANCE
Net Income $ 6,043 $ 7,489 (19.31) %
Return on Average Assets (Annualized) 0.98 % 1.28 % (23.44) %
Return on Average Equity (Annualized) 9.60 % 11.29 % (14.97) %
**** AS OF OR FOR THE
SIX MONTHS ENDED %
June 30, INCREASE
**** 2023 **** 2022 **** (DECREASE) ****
EARNINGS PERFORMANCE
Net Income $ 12,296 $ 14,384 (14.52) %
Return on Average Assets (Annualized) 1.01 % 1.23 % (17.89) %
Return on Average Equity (Annualized) 9.75 % 10.29 % (5.25) %
BALANCE SHEET HIGHLIGHTS
Total Assets $ 2,470,780 $ 2,410,718 2.49 %
Available-for-Sale Debt Securities 445,695 526,837 (15.40) %
Loans, Net 1,795,454 1,643,057 9.28 %
Allowance for Credit Losses:
Allowance for Credit Losses on Loans 19,056 14,547 31.00 %
Allowance for Credit Losses on Off-Balance Sheet Exposures 1,154 610 89.18 %
Deposits 2,010,118 1,964,270 2.33 %
OFF-BALANCE SHEET
Outstanding Balance of Mortgage Loans Sold with Servicing Retained $ 318,267 $ 336,681 (5.47) %
Trust Assets Under Management 1,154,728 1,055,290 9.42 %
STOCKHOLDERS' VALUE (PER COMMON SHARE)
Net Income - Basic $ 0.80 $ 0.92 (13.04) %
Net Income - Diluted $ 0.80 $ 0.92 (13.04) %
Dividends $ 0.56 $ 0.56 0.00 %
Common Book Value $ 16.25 $ 16.69 (2.64) %
Tangible Common Book Value (a) $ 12.64 $ 13.10 (3.51) %
Market Value (Last Trade) $ 19.30 $ 24.17 (20.15) %
Market Value / Common Book Value 118.77 % 144.82 % (17.99) %
Market Value / Tangible Common Book Value 152.69 % 184.50 % (17.24) %
Price Earnings Multiple (Annualized) 12.06 13.14 (8.22) %
Dividend Yield (Annualized) 5.80 % 4.63 % 25.27 %
Common Shares Outstanding, End of Period 15,268,096 15,499,214 (1.49) %

​ 3

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE
THREE MONTHS ENDED % ****
JUNE 30, INCREASE ****
**** 2023 **** 2022 **** (DECREASE) ****
SAFETY AND SOUNDNESS
Tangible Common Equity / Tangible Assets (a) 7.99 % 8.62 % (7.31) %
Nonperforming Assets / Total Assets 0.58 % 0.62 % (6.45) %
Allowance for Credit Losses / Total Loans 1.05 % 0.88 % 19.32 %
Total Risk Based Capital Ratio (b) 15.87 % 16.15 % (1.73) %
Tier 1 Risk Based Capital Ratio (b) 13.38 % 13.85 % (3.39) %
Common Equity Tier 1 Risk Based Capital Ratio (b) 13.38 % 13.85 % (3.39) %
Leverage Ratio (b) 9.82 % 10.31 % (4.75) %
AVERAGE BALANCES
Average Assets $ 2,443,693 $ 2,335,771 4.62 %
Average Equity $ 252,215 $ 279,708 (9.83) %
EFFICIENCY RATIO (c)
Net Interest Income on a Fully Taxable-Equivalent
Basis (c) $ 41,651 $ 40,571 2.66 %
Noninterest Income 12,244 12,651 (3.22) %
Total (1) $ 53,895 $ 53,222 1.26 %
Noninterest Expense (2) $ 37,809 $ 33,925 11.45 %
Efficiency Ratio = (2)/(1) 70.15 % 63.74 % 10.06 %

(a)Tangible common book value per share and tangible common equity as a percentage of tangible assets are non-U.S. GAAP ratios.  Management believes this non-GAAP information is helpful in evaluating the strength of the C&N's capital and in providing an alternative, conservative valuation of C&N's net worth.  The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

Total Assets $ 2,470,780 $ 2,410,718
Less: Intangible Assets, Primarily Goodwill (55,178) (55,602)
Tangible Assets $ 2,415,602 $ 2,355,116
Total Stockholders' Equity $ 248,117 $ 258,619
Less: Intangible Assets, Primarily Goodwill (55,178) (55,602)
Tangible Common Equity (3) $ 192,939 $ 203,017
Common Shares Outstanding, End of Period (4) 15,268,096 15,499,214
Tangible Common Book Value per Share = (3)/(4) $ 12.64 $ 13.10

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

(c)The efficiency ratio is a non-GAAP ratio that is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using C&N's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided in Exhibit 99.2 under the table “COMPARISON OF INTEREST INCOME AND EXPENSE”.

​ 4

QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** For the Three Months Ended :
June 30, March 31, December 31, September 30, June 30,
2023 2023 2022 2022 2022
Interest income $ 28,011 $ 26,139 $ 25,855 $ 23,710 $ 21,309
Interest expense 7,649 5,358 3,563 2,831 1,684
Net interest income 20,362 20,781 22,292 20,879 19,625
Provision (credit) for credit losses 812 (352) 2,262 3,794 308
Net interest income after provision (credit) for credit losses 19,550 21,133 20,030 17,085 19,317
Noninterest income 6,635 5,609 6,110 5,651 6,830
Net realized (losses) gains on securities (1) 7 (1) 20 (1)
Noninterest expense 18,722 19,087 16,587 17,443 17,039
Income before income tax provision 7,462 7,662 9,552 5,313 9,107
Income tax provision 1,419 1,409 1,773 858 1,618
Net income $ 6,043 $ 6,253 $ 7,779 $ 4,455 $ 7,489
Net income attributable to common shares $ 5,996 $ 6,201 $ 7,711 $ 4,416 $ 7,419
Basic earnings per common share $ 0.39 $ 0.40 $ 0.50 $ 0.29 $ 0.48
Diluted earnings per common share $ 0.39 $ 0.40 $ 0.50 $ 0.29 $ 0.48

​ 5

QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

**** As of:
June 30, March 31, Dec. 31, Sept. 30, June 30,
2023 2023 2022 2022 2022
ASSETS
Cash & Due from Banks $ 51,762 $ 52,212 $ 55,048 $ 64,044 $ 69,187
Available-for-Sale Debt Securities 445,695 472,814 498,033 487,980 526,837
Loans, Net 1,795,454 1,726,793 1,723,425 1,674,076 1,643,057
Bank-Owned Life Insurance 31,504 31,352 31,214 31,075 30,941
Bank Premises and Equipment, Net 20,970 21,277 21,574 21,881 21,829
Deferred Tax Asset, Net 20,687 18,914 20,884 22,327 16,331
Intangible Assets 55,178 55,280 55,382 55,492 55,602
Other Assets 49,530 51,230 48,747 43,305 46,934
TOTAL ASSETS $ 2,470,780 $ 2,429,872 $ 2,454,307 $ 2,400,180 $ 2,410,718
LIABILITIES
Deposits (1) $ 2,010,118 $ 1,916,040 $ 1,997,593 $ 2,039,595 $ 1,964,270
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 146,694 192,097 142,409 57,920 126,833
Senior Notes, Net 14,798 14,781 14,765 14,749 14,733
Subordinated Debt, Net 24,661 24,634 24,607 24,580 24,553
Other Liabilities 26,392 26,752 25,608 24,547 21,710
TOTAL LIABILITIES **** 2,222,663 **** 2,174,304 **** 2,204,982 **** 2,161,391 **** 2,152,099
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss 296,190 298,365 299,203 295,258 294,621
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized Losses on Available-for-sale Debt Securities (48,536) (43,271) (50,370) (56,766) (36,307)
Defined Benefit Plans 463 474 492 297 305
TOTAL STOCKHOLDERS' EQUITY **** 248,117 **** 255,568 **** 249,325 **** 238,789 **** 258,619
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,470,780 $ 2,429,872 $ 2,454,307 $ 2,400,180 $ 2,410,718
(1) Brokered Deposits (Included in Total Deposits) $ 70,653 $ 15,117 $ 20,983 $ 32,375 $ 35,974

​ 6

AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

**** June 30, 2023 March 31, 2023 December 31, 2022 June 30, 2022
Amortized Fair Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value Cost Value
Obligations of the U.S. Treasury $ 33,931 $ 30,743 $ 33,924 $ 31,163 $ 35,166 $ 31,836 $ 38,151 $ 35,774
Obligations of U.S. Government agencies 22,899 20,552 25,479 23,348 25,938 23,430 24,454 22,785
Bank holding company debt securities 28,948 23,325 28,947 24,723 28,945 25,386 28,942 27,415
Obligations of states and political subdivisions:
Tax-exempt 125,247 113,170 128,285 117,812 146,149 132,623 152,063 139,400
Taxable 65,715 55,702 67,076 57,572 68,488 56,812 72,204 63,898
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities 105,027 92,795 109,028 97,807 112,782 99,941 114,367 106,043
Residential collateralized mortgage obligations 40,444 35,897 42,296 38,117 44,868 40,296 47,295 44,761
Commercial mortgage-backed securities 76,780 65,517 84,449 74,195 91,388 79,686 95,318 86,761
Private label commercial mortgage-backed securities 8,141 7,994 8,105 8,077 8,070 8,023 0 0
Total Available-for-Sale Debt Securities $ 507,132 $ 445,695 $ 527,589 $ 472,814 $ 561,794 $ 498,033 $ 572,794 $ 526,837

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

**** June 30, **** March 31, **** December 31, **** June 30,
2023 2023 2022 2022
Commercial real estate - nonowner occupied
Nonowner occupied $ 505,519 $ 457,814 $ 454,386 $ 424,096
Multi-family (5 or more) residential 61,004 58,111 55,406 52,859
1-4 Family - commercial purpose 167,260 166,773 165,805 169,638
Total commercial real estate - nonowner occupied 733,783 682,698 675,597 646,593
Commercial real estate - owner occupied 227,801 221,766 205,910 212,443
All other commercial loans:
Commercial and industrial 80,270 83,420 95,368 104,007
Commercial lines of credit 122,607 119,109 141,444 130,193
Political subdivisions 84,456 85,555 86,663 81,437
Commercial construction and land 80,391 70,612 60,892 47,112
Other commercial loans 24,960 26,106 25,710 26,653
Total all other commercial loans 392,684 384,802 410,077 389,402
Residential mortgage loans:
1-4 Family - residential 378,698 372,241 363,005 332,089
1-4 Family residential construction 25,535 29,479 30,577 25,938
Total residential mortgage 404,233 401,720 393,582 358,027
Consumer loans:
Consumer lines of credit (including HELCs) 36,608 35,245 36,650 33,740
All other consumer 19,401 18,908 18,224 17,399
Total consumer 56,009 54,153 54,874 51,139
Total 1,814,510 1,745,139 1,740,040 1,657,604
Less: allowance for credit losses on loans (19,056) (18,346) (16,615) (14,547)
Loans, net $ 1,795,454 $ 1,726,793 $ 1,723,425 $ 1,643,057

7

ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)

Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2023 2023 2022 2023 2022
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period $ (968) $ (916) $ (885) $ (916) $ (637)
Amortization recognized in interest income (32) (52) 19 (84) (229)
Adjustments to gross amortized cost of loans at end of period $ (1,000) $ (968) $ (866) $ (1,000) $ (866)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period $ (1,642) $ (1,840) $ (2,782) $ (1,840) $ (3,335)
Accretion recognized in interest income 196 198 379 394 932
Adjustments to gross amortized cost of loans at end of period $ (1,446) $ (1,642) $ (2,403) $ (1,446) $ (2,403)

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

**** June 30, **** March 31, **** December 31, **** June 30,
2023 2023 2022 2022
Loans individually evaluated with a valuation allowance $ 5,785 $ 5,802 $ 3,460 $ 3,392
Loans individually evaluated without a valuation allowance 3,314 3,507 14,871 1,376
Purchased credit impaired loans 0 0 1,027 3,879
Total individually evaluated loans $ 9,099 $ 9,309 $ 19,358 $ 8,647
Total loans past due 30-89 days and still accruing $ 4,709 $ 5,493 $ 7,079 $ 5,082
Nonperforming assets:
Purchased credit impaired loans $ 0 $ 0 $ 1,027 $ 3,879
Other nonaccrual loans 12,827 12,876 22,058 7,763
Total nonaccrual loans 12,827 12,876 23,085 11,642
Total loans past due 90 days or more and still accruing 1,164 1,216 2,237 2,694
Total nonperforming loans 13,991 14,092 25,322 14,336
Foreclosed assets held for sale (real estate) 459 459 275 505
Total nonperforming assets $ 14,450 $ 14,551 $ 25,597 $ 14,841
Total nonperforming loans as a % of total loans 0.77 % 0.81 % 1.46 % 0.86 %
Total nonperforming assets as a % of assets 0.58 % 0.60 % 1.04 % 0.62 %
Allowance for credit losses as a % of total loans 1.05 % 1.05 % 0.95 % 0.88 %

​ 8

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

**** 3 Months **** 3 Months **** 6 Months **** 6 Months
Ended Ended Ended Ended
June 30, March 31, June 30, June 30,
2023 2023 2023 2022
Balance, beginning of period $ 18,346 $ 16,615 $ 16,615 $ 13,537
Adoption of ASU 2016-13 (CECL) 0 2,104 2,104 0
Charge-offs (134) (67) (201) (221)
Recoveries 8 6 14 32
Net charge-offs (126) (61) (187) (189)
Provision (credit) for credit losses on loans 836 (312) 524 1,199
Balance, end of period $ 19,056 $ 18,346 $ 19,056 $ 14,547

ANALYSIS OF THE PROVISION FOR CREDIT LOSSES

(In Thousands)

3 Months 3 Months 6 Months
Ended Ended Ended
June 30, March 31, June 30,
2023 2023 2023
Provision (credit) for credit losses:
Loans receivable $ 836 $ (312) $ 524
Off-balance sheet exposures (1) (24) (40) (64)
Total provision (credit) for credit losses $ 812 $ (352) $ 460

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

​ 9

COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

**** Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2023 2023 2022 2023 2022
INTEREST INCOME
Interest-bearing due from banks $ 309 $ 278 $ 92 $ 587 $ 159
Available-for-sale debt securities:
Taxable 2,152 2,211 2,036 4,363 4,005
Tax-exempt 713 767 959 1,480 1,864
Total available-for-sale debt securities 2,865 2,978 2,995 5,843 5,869
Loans receivable:
Taxable 24,360 22,428 17,721 46,788 35,695
Paycheck Protection Program 2 3 206 5 781
Tax-exempt 700 713 588 1,413 1,161
Total loans receivable 25,062 23,144 18,515 48,206 37,637
Other earning assets 14 8 19 22 31
Total Interest Income 28,250 26,408 21,621 54,658 43,696
INTEREST EXPENSE
Interest-bearing deposits:
Interest checking 1,512 987 308 2,499 502
Money market 1,112 873 369 1,985 631
Savings 63 63 64 126 125
Time deposits 2,412 1,307 389 3,719 782
Total interest-bearing deposits 5,099 3,230 1,130 8,329 2,040
Borrowed funds:
Short-term 1,144 1,097 122 2,241 123
Long-term - FHLB advances 1,056 681 55 1,737 104
Senior notes, net 119 120 120 239 238
Subordinated debt, net 231 230 257 461 620
Total borrowed funds 2,550 2,128 554 4,678 1,085
Total Interest Expense 7,649 5,358 1,684 13,007 3,125
Net Interest Income $ 20,601 $ 21,050 $ 19,937 $ 41,651 $ 40,571

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands) Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2023 2022 2022 2023 2022
Net Interest Income Under U.S. GAAP $ 20,362 $ 20,781 $ 19,625 $ 41,143 $ 39,957
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities 103 127 191 230 374
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans 136 142 121 278 240
Net Interest Income as adjusted to a fully taxable-equivalent basis $ 20,601 $ 21,050 $ 19,937 $ 41,651 $ 40,571

​ 10

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

**** 3 Months **** **** 3 Months 3 Months
Ended Rate of Ended Rate of Ended Rate of ****
6/30/2023 Return/ 3/31/2023 Return/ 6/30/2022 Return/ ****
Average Cost of Average Cost of Average Cost of ****
Balance Funds % Balance Funds % Balance Funds %
EARNING ASSETS
Interest-bearing due from banks $ 29,861 4.15 % $ 31,637 3.56 % $ 47,428 0.78 %
Available-for-sale debt securities, at amortized cost:
Taxable 395,725 2.18 % 410,110 2.19 % 419,824 1.95 %
Tax-exempt 126,839 2.25 % 131,392 2.37 % 151,753 2.53 %
Total available-for-sale debt securities 522,564 2.20 % 541,502 2.23 % 571,577 2.10 %
Loans receivable:
Taxable 1,697,592 5.76 % 1,633,850 5.57 % 1,494,165 4.76 %
Paycheck Protection Program 148 5.42 % 162 7.51 % 9,272 8.91 %
Tax-exempt 90,111 3.12 % 91,851 3.15 % 85,447 2.76 %
Total loans receivable 1,787,851 5.62 % 1,725,863 5.44 % 1,588,884 4.67 %
Other earning assets 1,325 4.24 % 1,200 2.70 % 2,321 3.28 %
Total Earning Assets 2,341,601 4.84 % 2,300,202 4.66 % 2,210,210 3.92 %
Cash 23,084 22,276 23,114
Unrealized loss on securities (56,564) (60,055) (36,675)
Allowance for credit losses (18,795) (17,053) (14,509)
Bank-owned life insurance 31,410 31,267 30,857
Bank premises and equipment 21,140 21,518 21,556
Intangible assets 55,228 55,331 55,656
Other assets 69,213 67,333 55,735
Total Assets $ 2,466,317 $ 2,420,819 $ 2,345,944
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 463,300 1.31 % $ 457,277 0.88 % $ 431,997 0.29 %
Money market 328,581 1.36 % 364,646 0.97 % 449,656 0.33 %
Savings 247,434 0.10 % 257,047 0.10 % 255,578 0.10 %
Time deposits 375,557 2.58 % 312,497 1.70 % 268,753 0.58 %
Total interest-bearing deposits 1,414,872 1.45 % 1,391,467 0.94 % 1,405,984 0.32 %
Borrowed funds:
Short-term 87,479 5.25 % 91,767 4.85 % 36,848 1.33 %
Long-term - FHLB advances 110,982 3.82 % 80,648 3.42 % 19,516 1.13 %
Senior notes, net 14,789 3.23 % 14,773 3.29 % 14,725 3.27 %
Subordinated debt, net 24,648 3.76 % 24,620 3.79 % 26,476 3.89 %
Total borrowed funds 237,898 4.30 % 211,808 4.07 % 97,565 2.28 %
Total Interest-bearing Liabilities 1,652,770 1.86 % 1,603,275 1.36 % 1,503,549 0.45 %
Demand deposits 533,533 539,659 557,007
Other liabilities 28,217 25,247 20,066
Total Liabilities 2,214,520 2,168,181 2,080,622
Stockholders' equity, excluding accumulated other comprehensive loss 296,015 299,599 293,985
Accumulated other comprehensive loss (44,218) (46,961) (28,663)
Total Stockholders' Equity 251,797 252,638 265,322
Total Liabilities and Stockholders' Equity $ 2,466,317 $ 2,420,819 $ 2,345,944
Interest Rate Spread 2.98 % 3.30 % 3.47 %
Net Interest Income/Earning Assets 3.53 % 3.71 % 3.62 %
Total Deposits (Interest-bearing and Demand) $ 1,948,405 $ 1,931,126 $ 1,962,991

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3) Rates of return on earning assets and costs of funds have been presented on an annualized basis.
--- ---

11

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

**** 6 Months **** 6 Months
Ended Rate of Ended Rate of ****
6/30/2023 Return/ 6/30/2022 Return/ ****
Average Cost of Average Cost of ****
Balance Funds % **** Balance Funds% ****
EARNING ASSETS
Interest-bearing due from banks $ 30,744 3.85 % $ 65,670 0.49 %
Available-for-sale debt securities, at amortized cost:
Taxable 402,878 2.18 % 405,144 1.99 %
Tax-exempt 129,103 2.31 % 148,064 2.54 %
Total available-for-sale debt securities 531,981 2.21 % 553,208 2.14 %
Loans receivable:
Taxable 1,665,897 5.66 % 1,469,894 4.90 %
Paycheck Protection Program 155 6.51 % 14,034 11.22 %
Tax-exempt 90,976 3.13 % 84,558 2.77 %
Total loans receivable 1,757,028 5.53 % 1,568,486 4.84 %
Other earning assets 1,263 3.51 % 2,153 2.90 %
Total Earning Assets 2,321,016 4.75 % 2,189,517 4.02 %
Cash 22,682 21,915
Unrealized loss on securities (58,300) (19,686)
Allowance for loan losses (17,929) (14,148)
Bank-owned life insurance 31,339 30,789
Bank premises and equipment 21,328 21,301
Intangible assets 55,279 55,710
Other assets 68,278 50,373
Total Assets $ 2,443,693 $ 2,335,771
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 460,305 1.09 % $ 425,599 0.24 %
Money market 346,514 1.16 % 453,260 0.28 %
Savings 252,214 0.10 % 252,389 0.10 %
Time deposits 344,201 2.18 % 273,055 0.58 %
Total interest-bearing deposits 1,403,234 1.20 % 1,404,303 0.29 %
Borrowed funds:
Short-term 89,611 5.04 % 19,394 1.28 %
Long-term - FHLB advances 95,899 3.65 % 22,791 0.92 %
Senior notes, net 14,781 3.26 % 14,717 3.26 %
Subordinated debt, net 24,634 3.77 % 29,694 4.21 %
Total borrowed funds 224,925 4.19 % 86,596 2.53 %
Total Interest-bearing Liabilities 1,628,159 1.61 % 1,490,899 0.42 %
Demand deposits 536,579 543,119
Other liabilities 26,740 22,045
Total Liabilities 2,191,478 2,056,063
Stockholders' equity, excluding accumulated other comprehensive loss 297,797 294,985
Accumulated other comprehensive loss (45,582) (15,277)
Total Stockholders' Equity 252,215 279,708
Total Liabilities and Stockholders' Equity $ 2,443,693 $ 2,335,771
Interest Rate Spread 3.14 % 3.60 %
Net Interest Income/Earning Assets 3.62 % 3.74 %
Total Deposits (Interest-bearing and Demand) $ 1,939,813 $ 1,947,422

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3) Rates of return on earning assets and costs of funds have been presented on an annualized basis.
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COMPARISON OF NONINTEREST INCOME

(In Thousands)

**** Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2023 2023 2022 2023 2022
Trust revenue $ 1,804 $ 1,777 $ 1,715 $ 3,581 $ 3,501
Brokerage and insurance revenue 365 430 566 795 1,088
Service charges on deposit accounts 1,388 1,290 1,322 2,678 2,557
Interchange revenue from debit card transactions 1,010 1,007 1,056 2,017 2,019
Net gains from sales of loans 139 74 220 213 602
Loan servicing fees, net 190 122 358 312 568
Increase in cash surrender value of life insurance 152 138 137 290 272
Other noninterest income 1,587 771 1,456 2,358 2,044
Total noninterest income, excluding realized gains<br>(losses) on securities, net $ 6,635 $ 5,609 $ 6,830 $ 12,244 $ 12,651

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

**** Three Months Ended Six Months Ended
**** June 30, March 31, June 30, June 30, June 30,
2023 2023 2022 2023 2022
Salaries and employee benefits $ 10,777 $ 11,427 $ 10,265 $ 22,204 $ 20,872
Net occupancy and equipment expense 1,323 1,402 1,308 2,725 2,719
Data processing and telecommunications expenses 1,900 1,936 1,720 3,836 3,343
Automated teller machine and interchange expense 395 475 347 870 731
Pennsylvania shares tax 404 403 488 807 976
Professional fees 564 937 480 1,501 969
Other noninterest expense 3,359 2,507 2,431 5,866 4,315
Total noninterest expense $ 18,722 $ 19,087 $ 17,039 $ 37,809 $ 33,925

NONOWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type June 30, % of Nonowner % of
2023 Occupied CRE Total Loans
Industrial $ 104,067 20.6 % 5.7 %
Office 95,644 18.9 % 5.3 %
Retail 91,635 18.1 % 5.1 %
Hotels 73,998 14.6 % 4.1 %
Mixed Use 62,940 12.5 % 3.5 %
Other 77,235 15.3 % 4.3 %
Total Nonowner Occupied CRE Loans $ 505,519
Total Gross Loans $ 1,814,510

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LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities Outstanding Available Total Credit
June 30, March 31, Dec. 31, June 30, March 31, Dec. 31, June 30, March 31, Dec. 31,
2023 2023 2022 2023 2023 2022 2023 2023 2022
Federal Home Loan Bank of Pittsburgh $ 157,428 $ 201,357 $ 150,099 $ 725,417 $ 655,577 $ 689,279 $ 882,845 $ 856,934 $ 839,378
Federal Reserve Bank Discount Window 0 0 0 21,903 22,340 23,107 21,903 22,340 23,107
Other correspondent banks 0 0 0 95,000 95,000 95,000 95,000 95,000 95,000
Total credit facilities $ 157,428 $ 201,357 $ 150,099 $ 842,320 $ 772,917 $ 807,386 $ 999,748 $ 974,274 $ 957,485

Uninsured Deposits Information June 30, March 31, December 31,
2023 2023 2022
Total Deposits - C&N Bank $ 2,025,471 $ 1,934,686 $ 2,016,666
Estimated Total Uninsured Deposits $ 605,801 $ 613,875 $ 689,435
Portion of Uninsured Deposits that are
Collateralized 172,976 189,239 205,886
Uninsured and Uncollateralized Deposits $ 432,825 $ 424,636 $ 483,549
Uninsured and Uncollateralized Deposits as
a % of Total Deposits 21.4 % 21.9 % 24.0 %
Available Funding from Credit Facilities $ 842,320 $ 772,917 $ 807,386
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations 257,537 269,763 272,475
Highly Liquid Available Funding $ 1,099,857 $ 1,042,680 $ 1,079,861
Highly Liquid Available Funding as a % of
Uninsured Deposits 181.6 % 169.9 % 156.6 %
Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits 254.1 % 245.5 % 223.3 %

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