8-K

CITIZENS & NORTHERN CORP (CZNC)

8-K 2023-01-26 For: 2023-01-26
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

January 26, 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 year ended December 31, 2022. On January 26, 2023, the Company issued a press release titled “C&N Declares Dividend and Announces Fourth Quarter 2022 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 26, 2023, titled “C&N Declares Dividend and Announces Fourth Quarter 2022 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:  January 26, 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
January 26, 2023 570-724-0225
charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2022 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, 2022.

Dividend Declared and Unaudited Financial Information

On January 19, 2023, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on February 14, 2023 to shareholders of record as of February 3, 2023.

Highlights related to C&N’s fourth quarter and December 31, 2022 year-to-date unaudited U.S. GAAP earnings results as compared to the third quarter 2022 and fourth quarter of 2021 are presented below.

Fourth Quarter 2022 as Compared to Third Quarter 2022

Net income was $7,779,000, or $0.50 per diluted share, for the fourth quarter 2022 as compared to $4,455,000, or $0.29 per diluted share, in the third quarter 2022.

Net interest income totaled $22,292,000 in the fourth quarter 2022, up $1,413,000 from the third quarter 2022. The net interest margin was 3.89% in the fourth quarter 2022, up from 3.69% in the third quarter 2022. The net interest rate spread increased 0.16%, as the average yield on earning assets increased 0.33% to 4.51%, while the average rate on interest-bearing liabilities increased 0.17% to 0.89%. Average deposits increased $28,563,000 (1.4% or 5.7% annualized) and average loans outstanding increased $24,920,000 (1.5% or 6.0% annualized).

The provision for loan losses was $2,262,000 in the fourth quarter 2022, down $1,532,000 from the third quarter 2022 provision of $3,794,000. The fourth quarter 2022 provision included net charge-offs of $1,817,000, an increase of $26,000 in specific allowances and an increase of $419,000 in the collectively determined portion of the allowance. C&N recorded partial charge-offs of $1,782,000 in the fourth quarter 2022 and $2,160,000 in the third quarter 2022 on a commercial real estate secured participation loan to a borrower in the health care industry with a recorded investment (principal balance, net of partial charge-offs) of $2,654,000 at December 31, 2022. The charge-offs resulted from the borrower’s default due to deterioration in financial performance. The recorded investment in the loan at December 31, 2022 reflects the impact of a settlement agreement reached with the borrower.

Noninterest income of $6,110,000 in the fourth quarter 2022 increased $459,000 from the third quarter 2022 amount. Significant variances included the following:

Ø Other noninterest income of $1,033,000 increased $411,000 from the third quarter 2022, including income from interest rate swap fees on commercial loans of $276,000, dividend income from Federal Home Loan Bank stock increasing $50,000 and unrealized appreciation on a marketable equity security of $40,000.

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Ø Service charges on deposit accounts of $1,357,000 increased $252,000 from the third quarter 2022. In the third quarter 2022, C&N recorded accrued refunds of consumer overdraft fees totaling $290,000 as the result of updated regulatory guidance on certain overdraft fees.

Ø Brokerage and insurance revenue of $507,000 decreased $189,000 from the third quarter 2022, due to lower volume of new transactions.

Ø Net gains from sales of loans of $24,000 decreased $107,000 from the third quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.

Noninterest expense of $16,587,000 in the fourth quarter 2022 decreased $856,000 from the third quarter 2022 amount. Significant variances included the following:

Ø Salaries and employee benefits expense of $10,135,000 decreased $691,000 from the third quarter 2022, including a decrease in stock-based and incentive compensation expense of $774,000 consistent with an updated comparison of C&N’s earnings performance to that of defined peer groups, partially offset by an increase in health care expense of $118,000 due to higher claims on C&N’s partially self-insured plan.

Ø Net occupancy and equipment expense of $1,316,000 decreased $182,000 from the third quarter 2022, including a decrease in depreciation expense of $163,000. Accelerated depreciation expense resulting from the closure of two branches in November 2022 totaled $81,000 in the fourth quarter 2022 compared to $248,000 in the third quarter 2022.

The income tax provision was $1,773,000, or 18.6% of pre-tax income for the fourth quarter 2022, up from $858,000, or 16.1% of pre-tax income for the third quarter 2022. The increase in income tax provision reflected the increase in pre-tax income of $4,239,000 for the quarter.

Fourth Quarter 2022 as Compared to Fourth Quarter 2021

Fourth quarter 2022 net income was $7,779,000, or $0.50 per diluted share, as compared to $7,308,000, or $0.46 per diluted share, in the fourth quarter 2021. Significant variances were as follows:

Fourth quarter 2022 net interest income of $22,292,000 was $2,576,000 higher than the fourth quarter 2021 total. The net interest margin was 3.89% in the fourth quarter 2022, up from 3.65% in the fourth quarter 2021. The net interest rate spread increased 0.10%, as the average yield on earning assets increased 0.58% to 4.51%, and the average rate on interest-bearing liabilities increased 0.48% to 0.89%. Total interest and fees on loans increased $3,666,000 in the fourth quarter 2022 over the total for the fourth quarter 2021, despite a reduction of $1,585,000 in interest and fees on loans originated under the U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP). Average outstanding loans increased $144.8 million, despite a reduction in average PPP loans of $39.0 million. Average loans, excluding PPP loans, were up $183.8 million in the fourth quarter 2022 over the fourth quarter 2021, an increase of 12.1%. Average total deposits increased $93.9 million (4.9%).

The provision for loan losses was $2,262,000 in the fourth quarter 2022, up $1,134,000 from $1,128,000 in the fourth quarter 2021. As noted above, the provision in the fourth quarter 2022 included the impact of recognizing a partial charge-off of $1,782,000 on a commercial real estate secured participation loan. In comparison, the fourth quarter 2021 provision included a net charge of $148,000 related to specific loans (net charge-offs of $291,000 offset by a net decrease in specific allowances on loans of $143,000), and an increase of $980,000 in the collectively determined portion of the allowance.

Noninterest income of $6,110,000 in the fourth quarter 2022 decreased $306,000 from the fourth quarter 2021 amount. Significant variances included the following:

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Ø Net gains from sales of loans of $24,000 decreased $618,000 from the fourth quarter 2021, reflecting a reduction in volume of residential mortgage loans sold.

Ø Trust revenue of $1,749,000 decreased $231,000 from the fourth quarter 2021, reflecting the impact of market value depreciation of assets under management.

Ø Other noninterest income of $1,033,000 increased $290,000 from the fourth quarter 2021, including income from interest rate swap fees on commercial loans of $276,000.

Ø Interchange revenue from debit card transactions of $1,098,000 increased $97,000 from the fourth quarter 2021, reflecting increases in transaction volumes.

Noninterest expense of $16,587,000 in the fourth quarter 2022 increased $569,000 from the fourth quarter 2021 amount. Significant variances included the following:

Ø Salaries and employee benefits of $10,135,000 increased $353,000 from the fourth quarter 2021, including an increase in base salaries expense of $1,016,000. In addition to the impact of merit-based salary increases, the number of employees increased, reflecting expansion of the Southcentral PA market with the opening of an office in Lancaster as well as additions to staffing for information technology (IT), human resources and other functions. In total, the number of full-time equivalent employees (FTEs) increased by 14 (3.5%) to 415 in the fourth quarter 2022 as compared to the fourth quarter 2021. Total cash and stock-based compensation expense decreased $696,000 consistent with an updated comparison of C&N’s earnings performance to that of defined peer groups.

Ø Data processing and telecommunications of $1,744,000 increased $183,000 from the fourth quarter 2021, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

The income tax provision was $1,773,000, or 18.6% of pre-tax income for the fourth quarter 2022, up from $1,677,000, or 18.7% of pre-tax income for the fourth quarter 2021. The increase in income tax provision reflected the increase in pre-tax income of $567,000.

Year Ended December 31, 2022 as Compared to Year Ended December 31, 2021

Net income for the year ended December 31, 2022 was $26,618,000, or $1.71 per diluted share, while net income for the year ended December 31, 2021 was $30,554,000 or $1.92 per diluted share. Significant variances were as follows:

For the year ended December 31, 2022, net interest income of $83,128,000 was up $5,189,000 over the 2021 total. The net interest margin increased to 3.77% in 2022 from 3.69% in 2021. The net interest spread increased 0.02%, as the average yield on earning assets increased 0.20% to 4.19% and the average rate on interest-bearing liabilities increased 0.18% to 0.62%. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $3,610,000 in 2022 as compared to 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $168.2 million. Total interest and fees on loans increased $4,289,000 in 2022 as compared to 2021. Interest and fees on loans included $1,852,000 in 2022 and $231,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts. Total interest and fees from PPP loans were $958,000 in 2022, a decrease of $5,572,000 from the 2021 total of $6,530,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $1,621,000 in 2022 as compared to a net positive impact of $2,659,000 in 2021. Average outstanding loans increased $31.3 million, despite a reduction in average PPP loans of $89.2 million. Average loans, excluding PPP loans, were up $120.6 million (8.0%) in 2022 as compared to 2021. Average total deposits increased $75.0 million (3.9%) in 2022 as compared to 2021.

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For the year ended December 31, 2022, the provision for loan losses was $7,255,000, an increase in expense of $3,594,000 as compared to $3,661,000 recorded in the year ended December 31, 2021. The provision for 2022 includes $3,890,000 related to specific loans (net charge-offs of $4,177,000 and net decrease in specific allowances on loans of $287,000), an increase of $3,036,000 in the collectively determined portion of the allowance and a $329,000 increase in the unallocated portion. In comparison, the provision for loan losses in 2021 includes $1,324,000 related to specific loans (net charge-offs of $1,509,000 and a decrease in specific allowances on loans of $185,000), an increase of $2,251,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion.

Noninterest income of $24,412,000 for the year ended December 31, 2022, decreased $1,445,000 from the total for the year ended December 31, 2021. Significant variances included the following:

Ø Net gains from sales of loans of $757,000 decreased $2,671,000 reflecting a reduction in volume of residential mortgage loans sold.

Ø Trust revenue of $6,994,000 decreased $240,000 reflecting the impact of market value depreciation of assets under management.

Ø Brokerage and insurance revenue of $2,291,000 increased $431,000 due to commissions on higher transaction volumes for the year.

Ø Service charges on deposit accounts of $5,019,000 increased $386,000 as the volume of consumer and business overdraft and other activity increased partially offset by the impact of refunds resulting from updated regulatory guidance on certain consumer overdraft fees.

Ø Interchange revenue from debit card transactions of $4,148,000 increased $293,000, reflecting an increase in transaction volumes.

Ø Loan servicing fees, net of $960,000 increased $266,000, reflecting growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights increased $126,000 in 2022 as compared to a decrease of $68,000 in 2021 mainly due to changes in assumptions related to prepayments of mortgage loans.

Ø Other noninterest income of $3,699,000 increased $119,000, including increases in income from interest rate swap fees on commercial loans of $268,000, credit card interchange income of $107,000 and dividend income from Federal Home Loan Bank stock of $83,000. Offsetting decreases include a $147,000 reduction in income from title agencies and an increase in unrealized fair value depreciation on a marketable equity security of $83,000.

Noninterest expense of $67,955,000 for the year ended December 31, 2022 increased $5,483,000 from the 2021 total. Significant variances included the following:

Ø Salaries and employee benefits of $41,833,000 increased $4,230,000, including an increase in base salaries expense of $3.8 million reflecting merit-based salary increases and an increase in number of personnel related to expansion of the Southcentral PA market with the opening of an office in Lancaster. Additional increases include an increase in health care expense of $658,000 due to higher claims on C&N’s partially self-insured plan, $327,000 related to savings, retirement and pension plan contribution expenses, $249,000 related to payroll taxes and $131,000 due to a lower portion of payroll costs capitalized (added to the carrying value of loans) due to the higher volume of PPP loans originated in 2021. Decreases include a reduction in estimated cash and stock-based incentive compensation expense of $822,000 consistent with a comparison of C&N’s earnings performance to that of defined peer groups and a reduction in severance expense of $232,000.

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Ø Data processing and telecommunications of $6,806,000 increased $903,000, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø Net occupancy and equipment expense of $5,533,000 increased $549,000, including accelerated depreciation expense of $329,000 related to the closure of two branches in November 2022.

Ø Automated teller machine and interchange expense increased $168,000 reflecting increased volume of activity.

Ø Professional fees of $1,601,000 decreased $238,000, mainly due to decreases in recruiting services and PPP loan processing-related professional fees.

Ø Other noninterest expense decreased $134,000. Within this category, significant variances included the following:
There was a net reduction in other operational losses of $348,000 in 2022 as compared to expense of $199,000 in 2021. In 2022, there was a reduction in expense resulting from abatement of Trust Department tax compliance penalties for which expense was recorded in 2020 and a favorable outcome on appeal of a Trust Department state tax reporting matter for which expense was also recorded in 2020.
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There was a reduction in expense related to credit losses on off balance sheet exposures related to residential mortgage loans sold of $172,000 in 2022 as compared to a provision for credit losses of $135,000 in 2021.
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The allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $367,000 in 2022 as compared to a reduction in expense of $236,000 in 2021.
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Travel and entertainment expenses totaled $457,000 in 2022, an increase of $236,000 over 2021, as the volume of travel and related costs for meetings with customers and internal meetings increased.
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The income tax provision of $5,732,000, or 17.7% of pre-tax income for the year ended December 31, 2022, decreased $1,401,000 from $7,133,000, or 18.9% of pre-tax income for the year ended December 31, 2021. The lower provision in 2022 includes the impact of a reduction in pre-tax income. The lower effective tax rate in 2022 includes the impact of higher tax-exempt interest as a percentage of pre-tax income, a larger permanent difference (deduction) related to restricted stock compensation and the benefit of a $340,000 reduction in expense from the reversal of tax penalties being non-deductible.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,454,307,000 at December 31, 2022, up from $2,400,180,000 at September 30, 2022 and up from $2,327,648,000 at December 31, 2021.

Cash & due from banks totaled $55,048,000 at December 31, 2022, down from $64,044,000 at September 30, 2022 and $104,948,000 at December 31, 2021. The decrease in cash reflects the deployment of otherwise excess cash to available-for-sale securities and loans to enhance net interest income.

The amortized cost of available-for-sale debt securities increased to $561,794,000 at December 31, 2022 from $559,837,000 at September 30, 2022 and $511,592,000 at December 31, 2022. The fair value of available-for-sale debt securities at December 31, 2022 was lower than amortized cost basis by $63,761,000, or 11.3%. In comparison, the aggregate unrealized loss position was $71,857,000 (12.8%) at September 30, 2022 and there was an unrealized gain of $6,087,000 (1.2%) at December 31, 2021. The unrealized decrease in fair value of the portfolio in 2022 has resulted from an increase in interest rates. Management reviewed the available-for-sale debt securities as of

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December 31, 2022 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.

Deferred tax asset, net totaled $20,884,000 at December 31, 2022, down from $22,327,000 at September 30, 2022 and up from $5,887,000 at December 31, 2021. In 2022, the increase in the deferred tax asset, net as compared to December 31, 2021, is mainly due to the impact of deferred tax on the unrealized loss on available-for-sale debt securities referred to above.

Gross loans outstanding, excluding PPP loans, totaled $1,739,872,000 at December 31, 2022, an increase of $51,661,000 (3.1%) from total loans excluding PPP loans at September 30, 2022 and an increase of $201,887,000 (13.1%) from total loans excluding PPP loans at December 31, 2021. In comparing outstanding balances at December 31, 2022 and 2021, total commercial loans were up $133.1 million (13.6%), reflecting a reduction in PPP loans of $26.7 million and an increase in other commercial loans of $159.8 million, total residential mortgage loans were higher by $39.8 million (7.0%) and total consumer loans were up $2.3 million (13.4%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $325.7 million at December 31, 2022, down $9.1 million (2.7%) from December 31, 2021.

Total nonperforming assets as a percentage of total assets was 1.04% at December 31, 2022, up from 0.87% at September 30, 2022 and 0.94% at December 31, 2021. Total nonperforming assets were $25.6 million at December 31, 2022, up from $20.9 million at September 30, 2022 and $21.9 million at December 31, 2021. Similarly, total impaired loans increased to $19.4 million at December 31, 2022 from $13.3 million at September 30, 2022 and $15.7 million at December 31, 2021. At December 31, 2022, advances to a commercial borrower under lines of credit totaling $10.8 million were classified as impaired and nonaccrual. Based on an estimate of the liquidation value of business assets that collateralize the lines of credit, there was no specific allowance recorded on these advances at December 31, 2022. The net increase in impaired loans and nonperforming assets at December 31, 2022 as compared to September 30, 2022 included the net impact of the adverse classification of the line of credit advances, partially offset by a reduction in the carrying amount of purchased credit impaired loans of $2.8 million due to pay-offs and upgrades, and the impact of a $1.8 million partial charge-off on the commercial real estate secured participation loan referred to above in the fourth quarter 2022.

The allowance for loan losses was $16.6 million at December 31, 2022, or 0.95% of total loans as compared to $16.2 million or 0.96% of total loans at September 30, 2022 and $13.5 million or 0.87% of total loans at December 31, 2021. The increase in the allowance for loan losses at December 31, 2022 includes the impact of an increase in the collectively determined portion of the allowance due to several factors, including increases in loan volume and historical net charge-off experience. In 2020 and 2019, C&N recorded performing loans acquired in business combinations at fair value. The calculations of fair value included discounts for credit losses, reflecting an estimate of the present value of credit losses based on market expectations. The total allowance for loan losses and the credit adjustment on purchased performing loans at December 31, 2022 was $18.5 million, or 1.06% of total loans receivable and the credit adjustment. The comparative ratios were 1.08% at September 30, 2022 and December 31, 2021.

Effective January 1, 2023, C&N will adopt a required change in accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology (CECL). The effect of implementing CECL will be recorded through a cumulative-effect adjustment to retained earnings. C&N has not yet determined the amount of the adjustment from implementing CECL. Management expects to finalize its calculations and disclose the effect of implementing CECL in the annual report on Form 10-K for the year ended December 31, 2022.

Deposits totaled $1,997,593,000 at December 31, 2022, down 2.1% from $2,039,595,000 at September 30, 2022 and up 3.8% from $1,925,060,000 at December 31, 2021.

Borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $181,781,000 at December 31, 2022, up from $97,249,000 at September 30, 2022 and

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$77,555,000 at December 31, 2021. Overnight Federal Home Loan Bank borrowings increased to $77,000,000 at December 31, 2022 from $0 at September 30, 2022 and December 31, 2021.

Total stockholders’ equity was $249,325,000 at December 31, 2022, up from $238,789,000 at September 30, 2022 and down from $301,405,000 at December 31, 2021. Within stockholders’ equity, the portion of accumulated other comprehensive (loss) related to available-for-sale debt securities was ($50,370,000) at December 31, 2022 and ($56,766,000) at September 30, 2022, as compared to accumulated other comprehensive income of $4,809,000 at December 31, 2021. The decrease in stockholders’ equity at December 31, 2022 and September 30, 2022 as compared to December 31, 2021 related to accumulated other comprehensive (loss) income from available-for-sale debt securities has been caused by significant increases in interest rates in 2022. Accumulated other comprehensive income (loss) is excluded from C&N’s regulatory capital ratios.

In February 2021, C&N amended its existing treasury stock repurchase program. Under the amended program, C&N is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. In the fourth quarter 2022, there were no shares repurchased. Cumulatively through December 31, 2022, 674,700 shares have been repurchased for a total cost of $16,587,000, at an average price of $24.58 per share.

Citizens & Northern Bank is subject to various regulatory capital requirements. At December 31, 2022, 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 $1,063,615,000 at December 31, 2022, up 6.0% from $1,003,785,000 at September 30, 2022 and down 13.7% from $1,232,919,000 at December 31, 2021. 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. The Corporation presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. The Corporation 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 were $303,000, $309,000, and $302,000 for the fourth quarter 2022, third quarter 2022 and fourth quarter 2021, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $1,226,000 for year ended December 31, 2022 and $1,135,000 for year ended December 31, 2021.

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; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; the effect of the novel coronavirus (COVID-19) and related events; 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 failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions. 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)

**** 4TH **** 4TH
QUARTER QUARTER
2022 2021
(Current) (Prior Year) Incr. (Decr.) % Incr. (Decr.) ****
Interest and Dividend Income $ 25,855 $ 21,246 21.69 %
Interest Expense 3,563 1,530 132.88 %
Net Interest Income 22,292 19,716 13.07 %
Provision for Loan Losses 2,262 1,128 100.53 %
Net Interest Income After Provision for Loan Losses 20,030 18,588 7.76 %
Noninterest Income 6,110 6,416 (4.77) %
Net Losses on Available-for-sale Debt Securities (1) (1) 0.00 %
Noninterest Expense 16,587 16,018 3.55 %
Income Before Income Tax Provision 9,552 8,985 6.31 %
Income Tax Provision 1,773 1,677 5.72 %
Net Income $ 7,779 $ 7,308 **** 6.44 %
Net Income Attributable to Common Shares (1) $ 7,711 $ 7,256 **** 6.27 %
PER COMMON SHARE DATA:
Net Income - Basic $ 0.50 $ 0.46 8.70 %
Net Income - Diluted $ 0.50 $ 0.46 8.70 %
Dividends Per Share $ 0.28 $ 0.28 0.00 %
Number of Shares Used in Computation - Basic 15,374,579 15,630,094
Number of Shares Used in Computation - Diluted 15,377,161 15,635,892

All values are in US Dollars.

YEARS ENDED
December 31,
2022 2021
(Current) (Prior Year) Incr. (Decr.) % Incr. (Decr.)
Interest and Dividend Income $ 92,647 $ 84,501 9.64 %
Interest Expense 9,519 6,562 45.06 %
Net Interest Income 83,128 77,939 6.66 %
Provision for Loan Losses 7,255 3,661 98.17 %
Net Interest Income After Provision for Loan Losses 75,873 74,278 2.15 %
Noninterest Income 24,412 25,857 (5.59) %
Net Gains on Available-for-sale Debt Securities 20 24 (16.67) %
Noninterest Expense 67,955 62,472 8.78 %
Income Before Income Tax Provision 32,350 37,687 (14.16) %
Income Tax Provision 5,732 7,133 (19.64) %
Net Income $ 26,618 $ 30,554 **** (12.88) %
Net Income Attributable to Common Shares (1) $ 26,381 $ 30,313 **** (12.97) %
PER COMMON SHARE DATA:
Net Income - Basic $ 1.71 $ 1.92 (10.94) %
Net Income - Diluted $ 1.71 $ 1.92 (10.94) %
Dividends Per Share $ 1.12 $ 1.11 0.90 %
Number of Shares Used in Computation - Basic 15,455,432 15,765,639
Number of Shares Used in Computation - Diluted 15,458,531 15,771,955

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)

December 31, December 31,
2022 2021 Incr. (Decr.) % Incr. (Decr.)
ASSETS
Cash & Due from Banks $ 55,048 $ 104,948 (47.55) %
Available-for-sale Debt Securities 498,033 517,679 (3.80) %
Loans, Net 1,723,425 1,551,312 11.09 %
Bank-Owned Life Insurance 31,214 30,670 1.77 %
Bank Premises and Equipment, Net 21,574 20,683 4.31 %
Deferred Tax Asset, Net 20,884 5,887 254.75 %
Intangible Assets 55,382 55,821 (0.79) %
Other Assets 48,747 40,648 19.92 %
TOTAL ASSETS $ 2,454,307 $ 2,327,648 **** 5.44 %
LIABILITIES
Deposits $ 1,997,593 $ 1,925,060 3.77 %
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 142,409 29,845 377.16 %
Senior Notes, Net 14,765 14,701 0.44 %
Subordinated Debt, Net 24,607 33,009 (25.45) %
Other Liabilities 25,608 23,628 8.38 %
TOTAL LIABILITIES **** 2,204,982 **** 2,026,243 **** 8.82 %
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated
Other Comprehensive (Loss) Income 299,203 296,379 0.95 %
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized (Losses) Gains on Available-for-sale Debt Securities (50,370) 4,809 (1,147.41) %
Defined Benefit Plans 492 217 126.73 %
TOTAL STOCKHOLDERS' EQUITY **** 249,325 **** 301,405 **** (17.28) %
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,454,307 $ 2,327,648 **** 5.44 %

All values are in US Dollars.

​ 2

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** FOR THE
THREE MONTHS ENDED %
December 31, INCREASE
**** 2022 **** 2021 **** (DECREASE) ****
EARNINGS PERFORMANCE
Net Income $ 7,779 $ 7,308 6.44 %
Return on Average Assets (Annualized) 1.29 % 1.25 % 3.20 %
Return on Average Equity (Annualized) 12.90 % 9.73 % 32.58 %

**** AS OF OR FOR THE
YEARS ENDED %
December 31, INCREASE
**** 2022 **** 2021 **** (DECREASE) ****
EARNINGS PERFORMANCE
Net Income $ 26,618 $ 30,554 (12.88) %
Return on Average Assets (Annualized) 1.12 % 1.32 % (15.15) %
Return on Average Equity (Annualized) 10.04 % 10.14 % (0.99) %
BALANCE SHEET HIGHLIGHTS
Total Assets $ 2,454,307 $ 2,327,648 5.44 %
Available-for-Sale Debt Securities 498,033 517,679 (3.80) %
Loans, Net 1,723,425 1,551,312 11.09 %
Allowance for Loan Losses 16,615 13,537 22.74 %
Deposits 1,997,593 1,925,060 3.77 %
OFF-BALANCE SHEET
Outstanding Balance of Mortgage Loans Sold with Servicing Retained $ 325,677 $ 334,741 (2.71) %
Trust Assets Under Management 1,063,615 1,232,919 (13.73) %
STOCKHOLDERS' VALUE (PER COMMON SHARE)
Net Income - Basic $ 1.71 $ 1.92 (10.94) %
Net Income - Diluted $ 1.71 $ 1.92 (10.94) %
Dividends $ 1.12 $ 1.11 0.90 %
Common Book Value $ 16.07 $ 19.13 (16.00) %
Tangible Common Book Value (a) $ 12.50 $ 15.58 (19.77) %
Market Value (Last Trade) $ 22.86 $ 26.12 (12.48) %
Market Value / Common Book Value 142.25 % 136.54 % 4.18 %
Market Value / Tangible Common Book Value 182.88 % 167.65 % 9.08 %
Price Earnings Multiple (Annualized) 13.37 13.60 (1.69) %
Dividend Yield (Annualized) 4.90 % 4.25 % 15.29 %
Common Shares Outstanding, End of Period 15,518,819 15,759,090 (1.52) %

​ 3

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE
YEARS ENDED % ****
December 31, INCREASE ****
**** 2022 **** 2021 **** (DECREASE) ****
SAFETY AND SOUNDNESS
Tangible Common Equity / Tangible Assets (a) 8.08 % 10.81 % (25.25) %
Nonperforming Assets / Total Assets 1.04 % 0.94 % 10.64 %
Allowance for Loan Losses / Total Loans 0.95 % 0.87 % 9.20 %
Total Risk Based Capital Ratio (b) 15.79 % 18.21 % (13.29) %
Tier 1 Risk Based Capital Ratio (b) 13.48 % 15.22 % (11.43) %
Common Equity Tier 1 Risk Based Capital Ratio (b) 13.48 % 15.22 % (11.43) %
Leverage Ratio (b) 10.11 % 10.53 % (3.99) %
AVERAGE BALANCES
Average Assets $ 2,372,788 $ 2,319,234 2.31 %
Average Equity $ 265,093 $ 301,226 (12.00) %
EFFICIENCY RATIO (c)
Net Interest Income on a Fully Taxable-Equivalent
Basis (c) $ 84,354 $ 79,074 6.68 %
Noninterest Income 24,412 25,857 (5.59) %
Total (1) $ 108,766 $ 104,931 3.65 %
Noninterest Expense (2) $ 67,955 $ 62,472 8.78 %
Efficiency Ratio = (2)/(1) 62.48 % 59.54 % 4.94 %

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

Total Assets $ 2,454,307 $ 2,327,648
Less: Intangible Assets, Primarily Goodwill (55,382) (55,821)
Tangible Assets $ 2,398,925 $ 2,271,827
Total Stockholders' Equity $ 249,325 $ 301,405
Less: Intangible Assets, Primarily Goodwill (55,382) (55,821)
Tangible Common Equity (3) $ 193,943 $ 245,584
Common Shares Outstanding, End of Period (4) 15,518,819 15,759,090
Tangible Common Book Value per Share = (3)/(4) $ 12.50 $ 15.58

(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 the Corporation'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 :
December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31,
2022 2022 2022 2022 2021 2021 2021 2021
Interest income $ 25,855 $ 23,710 $ 21,309 $ 21,773 $ 21,246 $ 21,073 $ 20,428 $ 21,754
Interest expense 3,563 2,831 1,684 1,441 1,530 1,614 1,747 1,671
Net interest income 22,292 20,879 19,625 20,332 19,716 19,459 18,681 20,083
Provision for loan losses 2,262 3,794 308 891 1,128 1,530 744 259
Net interest income after provision for loan losses 20,030 17,085 19,317 19,441 18,588 17,929 17,937 19,824
Noninterest income 6,110 5,651 6,830 5,821 6,416 6,359 6,300 6,782
Net (losses) gains on securities (1) 20 (1) 2 (1) 23 2 0
Noninterest expense 16,587 17,443 17,039 16,886 16,018 15,346 15,399 15,709
Income before income tax provision 9,552 5,313 9,107 8,378 8,985 8,965 8,840 10,897
Income tax provision 1,773 858 1,618 1,483 1,677 1,566 1,780 2,110
Net income $ 7,779 $ 4,455 $ 7,489 $ 6,895 $ 7,308 $ 7,399 $ 7,060 $ 8,787
Net income attributable to common shares $ 7,711 $ 4,416 $ 7,419 $ 6,835 $ 7,256 $ 7,336 $ 6,999 $ 8,722
Basic earnings per common share $ 0.50 $ 0.29 $ 0.48 $ 0.44 $ 0.46 $ 0.47 $ 0.44 $ 0.55
Diluted earnings per common share $ 0.50 $ 0.29 $ 0.48 $ 0.44 $ 0.46 $ 0.47 $ 0.44 $ 0.55

​ 5

QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

**** As of:
Dec 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31,
2022 2022 2022 2022 2021 2021 2021 2021
ASSETS
Cash & Due from Banks $ 55,048 $ 64,044 $ 69,187 $ 114,346 $ 104,948 $ 198,995 $ 208,860 $ 207,145
Available-for-Sale Debt Securities 498,033 487,980 526,837 532,913 517,679 437,857 391,881 366,376
Loans, Net 1,723,425 1,674,076 1,643,057 1,523,919 1,551,312 1,563,008 1,585,481 1,602,926
Bank-Owned Life Insurance 31,214 31,075 30,941 30,805 30,670 30,530 30,391 30,247
Bank Premises and Equipment, Net 21,574 21,881 21,829 21,169 20,683 20,526 20,620 20,740
Deferred Tax Asset, Net 20,884 22,327 16,331 11,818 5,887 5,128 3,408 3,530
Intangible Assets 55,382 55,492 55,602 55,711 55,821 55,955 56,088 56,222
Other Assets 48,747 43,305 46,934 39,690 40,648 42,897 42,334 46,409
TOTAL ASSETS $ 2,454,307 $ 2,400,180 $ 2,410,718 $ 2,330,371 $ 2,327,648 $ 2,354,896 $ 2,339,063 $ 2,333,595
LIABILITIES
Deposits $ 1,997,593 $ 2,039,595 $ 1,964,270 $ 1,960,952 $ 1,925,060 $ 1,940,141 $ 1,916,809 $ 1,923,925
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 142,409 57,920 126,833 22,938 29,845 40,555 46,450 60,230
Senior Notes, Net 14,765 14,749 14,733 14,717 14,701 14,685 14,670 0
Subordinated Debt, Net 24,607 24,580 24,553 33,031 33,009 32,988 32,967 16,534
Other Liabilities 25,608 24,547 21,710 22,525 23,628 27,125 24,034 32,850
TOTAL LIABILITIES **** 2,204,982 **** 2,161,391 **** 2,152,099 **** 2,054,163 **** 2,026,243 **** 2,055,494 **** 2,034,930 **** 2,033,539
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated Other Comprehensive (Loss) Income 299,203 295,258 294,621 296,386 296,379 292,997 294,857 293,097
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized (Losses) Gains on Available-for-sale Securities (50,370) (56,766) (36,307) (20,492) 4,809 6,300 9,167 6,847
Defined Benefit Plans 492 297 305 314 217 105 109 112
TOTAL STOCKHOLDERS' EQUITY **** 249,325 **** 238,789 **** 258,619 **** 276,208 **** 301,405 **** 299,402 **** 304,133 **** 300,056
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,454,307 $ 2,400,180 $ 2,410,718 $ 2,330,371 $ 2,327,648 $ 2,354,896 $ 2,339,063 $ 2,333,595

​ 6

AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

**** December 31, 2022 September 30, 2022 December 31, 2021
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
Obligations of the U.S. Treasury $ 35,166 $ 31,836 $ 35,155 $ 31,599 $ 25,058 $ 24,912
Obligations of U.S. Government agencies 25,938 23,430 23,939 21,389 23,936 24,091
Bank holding company debt securities 28,945 25,386 28,944 25,432 18,000 17,987
Obligations of states and political subdivisions:
Tax-exempt 146,149 132,623 146,847 126,710 143,427 148,028
Taxable 68,488 56,812 69,902 58,317 72,182 72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities 112,782 99,941 116,833 102,739 98,048 98,181
Residential collateralized mortgage obligations 44,868 40,296 44,075 39,632 44,015 44,247
Commercial mortgage-backed securities 91,388 79,686 89,349 77,383 86,926 87,468
Private label commercial mortgage-backed securities 8,070 8,023 4,793 4,779 0 0
Total Available-for-Sale Debt Securities $ 561,794 $ 498,033 $ 559,837 $ 487,980 $ 511,592 $ 517,679

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

**** December 31, **** September 30, **** December 31,
2022 2022 2021
Commercial:
Commercial loans secured by real estate $ 682,249 $ 658,861 $ 569,840
Commercial and industrial 178,271 172,258 159,073
Paycheck Protection Program - 1st Draw 5 24 1,356
Paycheck Protection Program - 2nd Draw 163 2,011 25,508
Political subdivisions 90,719 83,725 81,301
Commercial construction and land 73,963 76,194 60,579
Loans secured by farmland 12,950 12,839 11,121
Multi-family (5 or more) residential 55,886 59,315 50,089
Agricultural loans 2,435 2,492 2,351
Other commercial loans 14,857 14,636 17,153
Total commercial 1,111,498 1,082,355 978,371
Residential mortgage:
Residential mortgage loans - first liens 509,782 492,854 483,629
Residential mortgage loans - junior liens 24,949 24,208 23,314
Home equity lines of credit 43,798 42,972 39,252
1-4 Family residential construction 30,577 29,950 23,151
Total residential mortgage 609,106 589,984 569,346
Consumer 19,436 17,907 17,132
Total 1,740,040 1,690,246 1,564,849
Less: allowance for loan losses (16,615) (16,170) (13,537)
Loans, net $ 1,723,425 $ 1,674,076 $ 1,551,312

​ 7

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(In Thousands)

**** 3 Months **** 3 Months **** Year **** Year
Ended Ended Ended Ended
December 31, September 30, December 31, December 31,
2022 2022 2022 2021
Balance, beginning of period $ 16,170 $ 14,547 $ 13,537 $ 11,385
Charge-offs (1,828) (2,196) (4,245) (1,575)
Recoveries 11 25 68 66
Net charge-offs (1,817) (2,171) (4,177) (1,509)
Provision for loan losses 2,262 3,794 7,255 3,661
Balance, end of period $ 16,615 $ 16,170 $ 16,615 $ 13,537

PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

(Dollars In Thousands)

**** December 31, **** September 30, **** December 31, ****
2022 2022 2021
Impaired loans with a valuation allowance $ 3,460 $ 3,396 $ 6,540
Impaired loans without a valuation allowance 14,871 6,130 2,636
Purchased credit impaired loans 1,027 3,783 6,558
Total impaired loans $ 19,358 $ 13,309 $ 15,734
Total loans past due 30-89 days and still accruing $ 7,079 $ 3,041 $ 5,106
Nonperforming assets:
Purchased credit impaired loans $ 1,027 $ 3,783 $ 6,558
Other nonaccrual loans 22,058 13,176 12,441
Total nonaccrual loans 23,085 16,959 18,999
Total loans past due 90 days or more and still accruing 2,237 3,499 2,219
Total nonperforming loans 25,322 20,458 21,218
Foreclosed assets held for sale (real estate) 275 454 684
Total nonperforming assets $ 25,597 $ 20,912 $ 21,902
Loans subject to troubled debt restructurings (TDRs):
Performing $ 571 $ 231 $ 288
Nonperforming 3,856 3,960 5,517
Total TDRs $ 4,427 $ 4,191 $ 5,805
Total nonperforming loans as a % of total loans 1.46 % 1.21 % 1.36 %
Total nonperforming assets as a % of assets 1.04 % 0.87 % 0.94 %
Allowance for loan losses as a % of total loans 0.95 % 0.96 % 0.87 %
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (a) 1.06 % 1.08 % 1.08 %
Allowance for loan losses as a % of nonperforming loans 65.61 % 79.04 % 63.80 %
(a) Credit adjustment on purchased non-impaired loans at end of period $ 1,840 $ 2,095 $ 3,335
Allowance for loan losses 16,615 16,170 13,537
Total credit adjustment on purchased non-impaired loans at end of period and allowance for loan losses (1) $ 18,455 $ 18,265 $ 16,872
Total loans receivable $ 1,740,040 $ 1,690,246 $ 1,564,849
Credit adjustment on purchased non-impaired loans at end of period 1,840 2,095 3,335
Total (2) $ 1,741,880 $ 1,692,341 $ 1,568,184
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (1)/(2) 1.06 % 1.08 % 1.08 %

​ 8

ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)

Three Months Ended Year Ended
December 31, September 30, December 31, December 31, December 31,
2022 2022 2021 2022 2021
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period $ (861) $ (866) $ (373) $ (637) $ 718
(Amortization) Accretion recognized in interest income (55) 5 (264) (279) (1,355)
Adjustments to gross amortized cost of loans at end of period $ (916) $ (861) $ (637) $ (916) $ (637)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period $ (2,095) $ (2,403) $ (3,836) $ (3,335) $ (5,979)
Accretion recognized in interest income 255 308 501 1,495 2,644
Adjustments to gross amortized cost of loans at end of period $ (1,840) $ (2,095) $ (3,335) $ (1,840) $ (3,335)

PURCHASED CREDIT IMPAIRED (PCI) LOANS

(In Thousands)

December 31, September 30, December 31,
2022 2022 2021
Outstanding balance $ 1,833 $ 5,564 $ 9,802
Carrying amount 1,027 3,783 6,558

​ 9

COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

**** Three Months Ended Year Ended
December 31, September 30, December 31, December 31, December 31,
2022 2022 2021 2022 2021
INTEREST INCOME
Interest-bearing due from banks $ 310 $ 176 $ 88 $ 645 $ 318
Available-for-sale debt securities:
Taxable 2,217 2,138 1,510 8,360 5,114
Tax-exempt 910 947 890 3,721 3,357
Total available-for-sale debt securities 3,127 3,085 2,400 12,081 8,471
Loans receivable:
Taxable 21,979 19,967 16,810 77,641 68,019
Paycheck Protection Program -1st Draw 1 4 187 54 3,476
Paycheck Protection Program - 2nd Draw 58 114 1,457 904 3,054
Tax-exempt 675 635 593 2,471 2,232
Total loans receivable 22,713 20,720 19,047 81,070 76,781
Other earning assets 8 38 13 77 66
Total Interest Income 26,158 24,019 21,548 93,873 85,636
INTEREST EXPENSE
Interest-bearing deposits:
Interest checking 844 487 211 1,833 897
Money market 818 639 261 2,088 1,156
Savings 66 66 61 257 231
Time deposits 898 780 447 2,460 2,254
Total interest-bearing deposits 2,626 1,972 980 6,638 4,538
Borrowed funds:
Short-term 127 179 1 429 23
Long-term - FHLB advances 460 332 69 896 399
Senior notes, net 120 119 118 477 293
Subordinated debt, net 230 229 362 1,079 1,309
Total borrowed funds 937 859 550 2,881 2,024
Total Interest Expense 3,563 2,831 1,530 9,519 6,562
Net Interest Income $ 22,595 $ 21,188 $ 20,018 $ 84,354 $ 79,074

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using the Corporation’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,
2022 2022 2021 2022 2021
Net Interest Income Under U.S. GAAP $ 22,292 $ 20,879 $ 19,716 $ 83,128 $ 77,939
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities 167 179 179 720 673
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans 136 130 123 506 462
Net Interest Income as adjusted to a fully taxable-equivalent basis $ 22,595 $ 21,188 $ 20,018 $ 84,354 $ 79,074

​ 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 ****
12/31/2022 Return/ 9/30/2022 Return/ 12/31/2021 Return/ ****
Average Cost of Average Cost of Average Cost of ****
Balance Funds % Balance Funds % Balance Funds %
EARNING ASSETS
Interest-bearing due from banks $ 40,288 3.05 % $ 34,465 2.03 % $ 152,950 0.23 %
Available-for-sale debt securities, at amortized cost:
Taxable 415,538 2.12 % 414,147 2.05 % 325,682 1.84 %
Tax-exempt 146,466 2.46 % 150,773 2.49 % 140,776 2.51 %
Total available-for-sale debt securities 562,004 2.21 % 564,920 2.17 % 466,458 2.04 %
Loans receivable:
Taxable 1,609,563 5.42 % 1,582,245 5.01 % 1,431,174 4.66 %
Paycheck Protection Program - 1st Draw 14 28.34 % 34 46.68 % 2,702 27.46 %
Paycheck Protection Program - 2nd Draw 1,030 22.34 % 4,661 9.70 % 37,320 15.49 %
Tax-exempt 88,583 3.02 % 87,330 2.88 % 83,197 2.83 %
Total loans receivable 1,699,190 5.30 % 1,674,270 4.91 % 1,554,393 4.86 %
Other earning assets 1,048 3.03 % 3,925 3.84 % 1,953 2.64 %
Total Earning Assets 2,302,530 4.51 % 2,277,580 4.18 % 2,175,754 3.93 %
Cash 23,154 23,731 22,850
Unrealized (loss) gain on securities (70,583) (44,559) 7,249
Allowance for loan losses (16,612) (14,914) (12,980)
Bank-owned life insurance 31,127 30,991 30,587
Bank premises and equipment 21,752 21,874 20,678
Intangible assets 55,433 55,547 55,887
Other assets 64,341 57,012 45,035
Total Assets $ 2,411,142 $ 2,407,262 $ 2,345,060
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 478,012 0.70 % $ 442,647 0.44 % $ 428,154 0.20 %
Money market 427,378 0.76 % 438,770 0.58 % 446,930 0.23 %
Savings 262,269 0.10 % 261,422 0.10 % 241,352 0.10 %
Time deposits 295,920 1.20 % 298,628 1.04 % 292,973 0.61 %
Total interest-bearing deposits 1,463,579 0.71 % 1,441,467 0.54 % 1,409,409 0.28 %
Borrowed funds:
Short-term 14,229 3.54 % 33,970 2.09 % 2,177 0.18 %
Long-term - FHLB advances 62,998 2.90 % 51,628 2.55 % 35,608 0.77 %
Senior notes, net 14,757 3.23 % 14,741 3.20 % 14,690 3.19 %
Subordinated debt, net 24,594 3.71 % 24,566 3.70 % 32,918 4.36 %
Total borrowed funds 116,578 3.19 % 124,905 2.73 % 85,393 2.56 %
Total Interest-bearing Liabilities 1,580,157 0.89 % 1,566,372 0.72 % 1,494,802 0.41 %
Demand deposits 563,567 557,116 523,817
Other liabilities 26,171 23,588 25,951
Total Liabilities 2,169,895 2,147,076 2,044,570
Stockholders' equity, excluding accumulated other comprehensive (loss) income 296,717 295,086 294,659
Accumulated other comprehensive (loss) income (55,470) (34,900) 5,831
Total Stockholders' Equity 241,247 260,186 300,490
Total Liabilities and Stockholders' Equity $ 2,411,142 $ 2,407,262 $ 2,345,060
Interest Rate Spread 3.62 % 3.46 % 3.52 %
Net Interest Income/Earning Assets 3.89 % 3.69 % 3.65 %
Total Deposits (Interest-bearing and Demand) $ 2,027,146 $ 1,998,583 $ 1,933,226

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’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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11

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

**** Year **** Year
Ended Rate of Ended Rate of ****
12/31/2022 Return/ 12/31/2021 Return/ ****
Average Cost of Average Cost of ****
Balance Funds % **** Balance Funds% ****
EARNING ASSETS
Interest-bearing due from banks $ 51,407 1.25 % $ 156,152 0.20 %
Available-for-sale debt securities, at amortized cost:
Taxable 410,033 2.04 % 262,880 1.95 %
Tax-exempt 148,344 2.51 % 127,283 2.64 %
Total available-for-sale debt securities 558,377 2.16 % 390,163 2.17 %
Loans receivable:
Taxable 1,533,417 5.06 % 1,426,150 4.77 %
Paycheck Protection Program - 1st Draw 447 12.08 % 44,735 7.77 %
Paycheck Protection Program - 2nd Draw 7,959 11.36 % 52,917 5.77 %
Tax-exempt 86,271 2.86 % 72,954 3.06 %
Total loans receivable 1,628,094 4.98 % 1,596,756 4.81 %
Other earning assets 2,321 3.32 % 2,404 2.75 %
Total Earning Assets 2,240,199 4.19 % 2,145,475 3.99 %
Cash 22,685 24,132
Unrealized (loss) gain on securities (38,784) 10,676
Allowance for loan losses (14,962) (12,354)
Bank-owned life insurance 30,925 30,373
Bank premises and equipment 21,559 20,814
Intangible assets 55,599 56,086
Other assets 55,567 44,032
Total Assets $ 2,372,788 $ 2,319,234
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 443,107 0.41 % $ 399,130 0.22 %
Money market 443,084 0.47 % 433,508 0.27 %
Savings 257,156 0.10 % 228,411 0.10 %
Time deposits 285,264 0.86 % 327,816 0.69 %
Total interest-bearing deposits 1,428,611 0.46 % 1,388,865 0.33 %
Borrowed funds:
Short-term 21,766 1.97 % 6,269 0.37 %
Long-term - FHLB advances 40,194 2.23 % 44,026 0.91 %
Senior notes, net 14,733 3.24 % 9,129 3.21 %
Subordinated debt, net 27,116 3.98 % 27,399 4.78 %
Total borrowed funds 103,809 2.78 % 86,823 2.33 %
Total Interest-bearing Liabilities 1,532,420 0.62 % 1,475,688 0.44 %
Demand deposits 551,801 516,535
Other liabilities 23,474 25,785
Total Liabilities 2,107,695 2,018,008
Stockholders' equity, excluding accumulated other comprehensive (loss) income 295,447 292,683
Accumulated other comprehensive (loss) income (30,354) 8,543
Total Stockholders' Equity 265,093 301,226
Total Liabilities and Stockholders' Equity $ 2,372,788 $ 2,319,234
Interest Rate Spread 3.57 % 3.55 %
Net Interest Income/Earning Assets 3.77 % 3.69 %
Total Deposits (Interest-bearing and Demand) $ 1,980,412 $ 1,905,400

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’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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12

COMPARISON OF NONINTEREST INCOME

(In Thousands)

**** Three Months Ended Year Ended
December 31, September 30, December 31, December 31, December 31,
2022 2022 2021 2022 2021
Trust revenue $ 1,749 $ 1,744 $ 1,980 $ 6,994 $ 7,234
Brokerage and insurance revenue 507 696 468 2,291 1,860
Service charges on deposit accounts 1,357 1,105 1,296 5,019 4,633
Interchange revenue from debit card transactions 1,098 1,031 1,001 4,148 3,855
Net gains from sales of loans 24 131 642 757 3,428
Loan servicing fees, net 203 189 147 960 694
Increase in cash surrender value of life insurance 140 133 139 545 573
Other noninterest income 1,032 622 743 3,698 3,580
Total noninterest income, excluding realized gains<br>on securities, net $ 6,110 $ 5,651 $ 6,416 $ 24,412 $ 25,857

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

**** Three Months Ended Year Ended
**** December 31, September 30, December 31, December 31, December 31,
2022 2022 2021 2022 2021
Salaries and employee benefits $ 10,135 $ 10,826 $ 9,782 $ 41,833 $ 37,603
Net occupancy and equipment expense 1,316 1,498 1,244 5,533 4,984
Data processing and telecommunications expenses 1,744 1,719 1,561 6,806 5,903
Automated teller machine and interchange expense 473 397 384 1,601 1,433
Pennsylvania shares tax 493 487 488 1,956 1,951
Professional fees 515 521 560 2,005 2,243
Other noninterest expense 1,911 1,995 1,999 8,221 8,355
Total noninterest expense $ 16,587 $ 17,443 $ 16,018 $ 67,955 $ 62,472

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