8-K - CZNC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

October 19, 2023

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)


Pennsylvania	****	0-16084	****	23-2451943
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Ident. No.)

90-92 Main Street , Wellsboro , Pennsylvania				16901
(Address of principal executive offices)				(Zip Code)

( 570 ) 724-3411

Registrant’s telephone number, including area code

N/A

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

ITEM 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three-month and nine-month periods ended September 30, 2023. On October 19, 2023, the Company issued a press release titled “C&N Declares Dividend and Announces Third Quarter 2023 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental, unaudited financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.


	Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated October 19, 2023, titled “C&N Declares Dividend and Announces Third Quarter 2023 Unaudited Financial Results.”

	Exhibit 99.2: Supplemental, unaudited financial information.

	Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

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

	CITIZENS & NORTHERN CORPORATION
Dated: October 19, 2023	By:	/s/ Mark A. Hughes
		Mark A. Hughes
		Treasurer and Chief Financial Officer

Exhibit 99.1

	Contact: Charity Frantz
October 19, 2023	570-724-0225
	charityf@cnbankpa.com

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

For Immediate Release:

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

Highlights:

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

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

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

Third Quarter 2023 as Compared to Second Quarter 2023

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

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

◾

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

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

Other noninterest income of $1,084,000 decreased $503,000 from the second quarter 2023, including income of $721,000 recognized in the second quarter from tax credits related to donations with no corresponding amount recognized in the third quarter 2023. Included in the third quarter of 2023 were dividends on FHLB-Pittsburgh stock totaling $323,000, an increase of $32,000 from the second quarter 2023 and dividends on Federal Reserve Bank stock of $63,000 with no corresponding amount in the second quarter 2023.

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

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

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

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

Third Quarter 2023 as Compared to Third Quarter 2022

Third quarter 2023 net income was $7,591,000, or $0.50 per diluted share, as compared to $4,455,000, or $0.29 per diluted share, in the third quarter 2022. Significant variances were as follows: 2

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

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

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

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

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

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

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

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

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

Ø	Other noninterest expense of $2,577,000 increased $582,000 from the third quarter 2022. Within this category, significant variances included the following:
◾	Other operational losses included $127,000 of expenses related to check fraud in the third quarter 2023 with no comparable amount in the third quarter 2022.
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◾	FDIC insurance expense increased $124,000 from the third quarter of 2022, reflecting the impact of an increase in base deposit insurance assessment rate applicable to all FDIC-insured banks.
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◾	In the third quarter 2023, there was no adjustment to the allowance for disallowed SBA claims compared to a decrease of $77,000 in the allowance for disallowed SBA claims in third quarter of 2022, resulting in a net increase in expense of $77,000.
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◾	Legal fees totaled $187,000 in the third quarter 2023, an increase of $66,000 over the third quarter 2022 total, mainly due to fees incurred related to non-litigation-related corporate matters.
◾	Net recoveries of previously incurred collection expenses were $70,000 in the third quarter 2023 as compared to net collection expense of $16,000 in the third quarter 2022, a net decrease in expense of $86,000.
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Ø	Automated teller machine and interchange expense of $504,000 increased $107,000 from the third quarter 2022, mainly due to a higher volume of interchange transactions processed.
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Ø	Data processing and telecommunications expense of $1,823,000 increased $104,000 from the third quarter 2022, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

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

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

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

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

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

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

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Effective January 1, 2023, C&N adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, that required a change in accounting for credit losses on loans receivable from an incurred loss methodology to an expected credit loss methodology commonly referred to as “CECL.” Effective January 1, 2023, C&N recorded adjustments resulting from adopting CECL which increased the ACL on loans $2,104,000, increased the allowance for credit losses on off-balance sheet exposures $793,000, increased loans receivable $806,000, and decreased retained earnings (stockholders’ equity) $1,652,000. For the nine months ended September 30, 2023, there was a credit for credit losses (reduction in expense) of $765,000 compared to a provision of $4,993,000 for the first nine months of 2022, resulting in a net decrease in expense of $5,758,000. The credit for the first nine months of 2023 included a credit related to loans receivable of $409,000 and a credit related to off-balance sheet exposures of $356,000. The credit related to loans receivable and off-balance sheet exposures

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

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

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

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

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

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

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

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

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

Ø	Other noninterest expense of $8,443,000 increased $2,133,000. Within this category, significant variances included the following:
◾	Other operational losses included $168,000 of expense related to check fraud losses in 2023 with no corresponding amount in 2022 as well as a net increase in expense of $263,000 to $32,000 in other losses in the first month nine months of 2023 from a net reduction in expense of $231,000 in the first nine months of 2022. Most of the reduction in other losses in 2022 was from recoveries or reversals of previously recorded charges related to Trust Department tax compliance matters.
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◾	FDIC insurance expense increased $366,000, reflecting the impact of the increase in base deposit insurance assessment rate previously described.
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◾	Legal fees totaled $700,000 in the first nine months of 2023, an increase of $359,000, mainly due to fees incurred related to non-litigation-related corporate matters.
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◾In the nine-month period ended September 30, 2023, the allowance for disallowed SBA claims decreased $35,000, resulting in a reduction in expense of the same amount, reflecting better than previously estimated claims experience The comparable amount in the first nine months of 2022 was $367,000. At September 30, 2023, the allowance for disallowed SBA claims, which was included in other liabilities, was $55,000.

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

Ø	Data processing and telecommunications expense of $5,659,000 increased $597,000, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø	Professional fees of $1,988,000 increased $498,000, including $389,000 of conversion costs related to a change in wealth management platform for providing brokerage and investment advisory services.

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

◾

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

Other Information:

Changes in other unaudited financial information are as follows:

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

◾

The amortized cost of available-for-sale debt securities decreased to $505,440,000 at September 30, 2023 from $507,132,000 at June 30, 2023 and $559,837,000 at September 30, 2022. The fair value of available-for-sale debt securities at September 30, 2023 was lower than amortized cost basis by $76,302,000, or 15.1%. In comparison, the aggregate unrealized loss position was $61,437,000 (12.1%) at June 30, 2023 and $71,857,000 (12.8%) at September 30, 2022. The unrealized decrease in fair value of the portfolio has resulted from an increase in interest rates. Management reviewed the available-for-sale debt securities as of September 30, 2023 and concluded there were no credit-related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary.

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Gross loans receivable totaled $1,830,670,000 at September 30, 2023, an increase of $16,160,000 (0.9%) from total loans at June 30, 2023 and an increase of $140,424,000 (8.3%) from total loans at September 30, 2022. In comparing outstanding balances at September 30, 2023 and 2022, total commercial loans were up $101.6 million (8.0%), reflecting growth in non-owner occupied commercial real estate loans of $88,566,000 and owner occupied commercial real estate loans of $19,031,000 and a decrease of $5,992,000 in other commercial loans. Total residential mortgage loans were up $35,060,000 (9.4%) and total consumer loans increased $3,759,000 (7.1%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $318.5 million at September 30, 2023, down $13.0 million (3.9%) from September 30, 2022.

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At September 30, 2023, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $94,729,000, or 5.2% of gross loans receivable. At September 30, 2023, within this segment there were two loans with a total recorded investment of $3,963,000 in nonaccrual status with specific allowances totaling $540,000. The remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no specific allowance at September 30, 2023.

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

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

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C&N maintained highly liquid sources of available funds totaling $1.1 billion at September 30, 2023, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $752.8 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $20.8 million, available federal funds lines with other banks of $95 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $227.7 million. At September 30, 2023, available funding from these sources totaled 181.8% of uninsured deposits, and 264.8% of uninsured and uncollateralized deposits.

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The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $188,032,000 at September 30, 2023, up from $186,153,000 at June 30, 2023 and $97,249,000 at September 30, 2022. Federal Home Loan Bank borrowings maturing overnight or within 3 months totaled $23,790,000 at September 30, 2023, down from $30,500,000 at June 30, 2023 and up from $4,013,000 at September 30, 2022.

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Total stockholders’ equity was $240,205,000 at September 30, 2023, down from $248,117,000 at June 30, 2023 and up from $238,789,000 at September 30, 2022. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $60,278,000 at September 30, 2023, $48,536,000 at June 30, 2023 and $56,766,000 at September 30, 2022. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by significant fluctuations in interest rates including overall significant increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.

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On July 11, 2023, C&N announced that it had completed the treasury stock repurchase program that began in February 2021. Cumulatively, C&N repurchased 1,000,000 shares of common stock for a total cost of $23,086,000, at an average price of $23.09 per share. For the three months ended September 30, 2023, 10,683 shares were repurchased for a total cost of $203,000, at an average price of $19.01 per share. For the nine months ended September 30, 2023, 325,300 shares were repurchased for a total cost of $6,500,000, at an average price of $19.98 per share. On September 25, 2023, the Corporation announced a new treasury stock repurchase program. Under the newly approved program, C&N is authorized to repurchase up to 750,000 shares of C&N’s common stock, or slightly less than 5% of C&N’s issued and outstanding shares at August 4, 2023. The new program was effective when publicly announced and will continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion. All shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plans and its equity compensation program.

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

◾	Trust assets under management by C&N’s Wealth Management Group amounted to $1,128,600,000 at September 30, 2023, down 2.3% from $1,154,728,000 at June 30, 2023 and up 12.4% from $1,003,785,000 at September 30, 2022. Fluctuations in values of assets under management reflect the impact of market volatility.

◾

Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $212,000, $239,000 and $309,000 for the third quarter 2023, second quarter 2023 and third quarter 2022, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $720,000 for the nine months ended September 30, 2023 and $923,000 for the nine months ended September 30, 2022.

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

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments (including potential increases in the cost of deposit insurance assessments); C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions; and the effect of the novel coronavirus (COVID-19) and related events. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 8

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)


	****	3RD		****	3RD
		QUARTER			QUARTER
		2023			2022
		(Current)			(Prior Year)		Incr. (Decr.)		% Incr. (Decr.)	****
Interest and Dividend Income		$	29,118		$	23,710			22.81	%
Interest Expense			9,455			2,831			233.98	%
Net Interest Income			19,663			20,879			(5.82)	%
(Credit) Provision for Credit Losses			(1,225)			3,794			(132.29)	%
Net Interest Income After (Credit) Provision for Credit Losses			20,888			17,085			22.26	%
Noninterest Income			6,489			5,651			14.83	%
Net Realized Gains on Available-for-sale Debt Securities			—			20			(100.00)	%
Noninterest Expense			17,940			17,443			2.85	%
Income Before Income Tax Provision			9,437			5,313			77.62	%
Income Tax Provision			1,846			858			115.15	%
Net Income		$	7,591		$	4,455		****	70.39	%
Net Income Attributable to Common Shares (1)		$	7,534		$	4,416		****	70.61	%
PER COMMON SHARE DATA:
Net Income - Basic		$	0.50		$	0.29			72.41	%
Net Income - Diluted		$	0.50		$	0.29			72.41	%
Dividends Per Share		$	0.28		$	0.28			0.00	%
Number of Shares Used in Computation - Basic			15,154,797			15,364,075
Number of Shares Used in Computation - Diluted			15,154,797			15,367,189

All values are in US Dollars.


	****	NINE MONTHS ENDED
		SEPTEMBER 30,
		2023		****	2022
		(Current)			(Prior Year)		Incr. (Decr.)		% Incr. (Decr.)	****
Interest and Dividend Income		$	83,268		$	66,792			24.67	%
Interest Expense			22,462			5,956			277.13	%
Net Interest Income			60,806			60,836			(0.05)	%
(Credit) Provision for Credit Losses			(765)			4,993			(115.32)	%
Net Interest Income After (Credit) Provision for Credit Losses			61,571			55,843			10.26	%
Noninterest Income			18,733			18,302			2.35	%
Net Realized Gains on Available-for-sale Debt Securities			6			21			(71.43)	%
Noninterest Expense			55,749			51,368			8.53	%
Income Before Income Tax Provision			24,561			22,798			7.73	%
Income Tax Provision			4,674			3,959			18.06	%
Net Income		$	19,887		$	18,839		****	5.56	%
Net Income Attributable to Common Shares (1)		$	19,731		$	18,670		****	5.68	%
PER COMMON SHARE DATA:
Net Income - Basic		$	1.29		$	1.21			6.61	%
Net Income - Diluted		$	1.29		$	1.21			6.61	%
Dividends Per Share		$	0.84		$	0.84			0.00	%
Number of Shares Used in Computation - Basic			15,263,391			15,482,672
Number of Shares Used in Computation - Diluted			15,264,395			15,485,948

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.

CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)


	September 30,		September 30,
	2023		2022		Incr. (Decr.)		% Incr. (Decr.)
ASSETS
Cash & Due from Banks	$	52,658	$	64,044			(17.78)	%
Available-for-sale Debt Securities		429,138		487,980			(12.06)	%
Loans, Net		1,812,585		1,674,076			8.27	%
Bank-Owned Life Insurance		31,557		31,074			1.55	%
Bank Premises and Equipment, Net		21,267		21,881			(2.81)	%
Deferred Tax Asset, Net		23,731		22,327			6.29	%
Intangible Assets		55,076		55,492			(0.75)	%
Other Assets		57,937		43,306			33.79	%
TOTAL ASSETS	$	2,483,949	$	2,400,180		****	3.49	%

LIABILITIES
Deposits	$	2,024,997	$	2,039,595			(0.72)	%
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements		148,529		57,920			156.44	%
Senior Notes, Net		14,814		14,749			0.44	%
Subordinated Debt, Net		24,689		24,580			0.44	%
Other Liabilities		30,715		24,547			25.13	%
TOTAL LIABILITIES	****	2,243,744	****	2,161,391		****	3.81	%

STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated
Other Comprehensive Loss		300,031		295,258			1.62	%
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized Losses on Available-for-sale Debt Securities		(60,278)		(56,766)			6.19	%
Defined Benefit Plans		452		297			52.19	%
TOTAL STOCKHOLDERS' EQUITY	****	240,205	****	238,789		****	0.59	%
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	2,483,949	$	2,400,180		****	3.49	%

All values are in US Dollars.

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)


	****	FOR THE
		THREE MONTHS ENDED						%
		September 30,						INCREASE
	****	2023		****	2022		****	(DECREASE)	****
EARNINGS PERFORMANCE
Net Income		$	7,591		$	4,455		70.39	%
Return on Average Assets (Annualized)			1.23	%		0.74	%	66.22	%
Return on Average Equity (Annualized)			12.28	%		6.85	%	79.27	%

	****	AS OF OR FOR THE
		NINE MONTHS ENDED						%
		September 30,						INCREASE
	****	2023		****	2022		****	(DECREASE)	****
EARNINGS PERFORMANCE
Net Income		$	19,887		$	18,839		5.56	%
Return on Average Assets (Annualized)			1.08	%		1.06	%	1.89	%
Return on Average Equity (Annualized)			10.58	%		9.20	%	15.00	%

BALANCE SHEET HIGHLIGHTS
Total Assets		$	2,483,949		$	2,400,180		3.49	%
Available-for-Sale Debt Securities			429,138			487,980		(12.06)	%
Loans, Net			1,812,585			1,647,076		10.05	%
Allowance for Credit Losses:
Allowance for Credit Losses on Loans			18,085			16,170		11.84	%
Allowance for Credit Losses on Off-Balance Sheet Exposures			900			500		80.00	%
Deposits			2,024,997			2,039,595		(0.72)	%

OFF-BALANCE SHEET
Outstanding Balance of Mortgage Loans Sold with Servicing Retained		$	318,526		$	331,495		(3.91)	%
Trust Assets Under Management			1,128,600			1,003,785		12.43	%

STOCKHOLDERS' VALUE (PER COMMON SHARE)
Net Income - Basic		$	1.29		$	1.21		6.61	%
Net Income - Diluted		$	1.29		$	1.21		6.61	%
Dividends		$	0.84		$	0.84		0.00	%
Common Book Value		$	15.72		$	15.41		2.01	%
Tangible Common Book Value (a)		$	12.12		$	11.83		2.45	%
Market Value (Last Trade)		$	17.55		$	24.18		(27.42)	%
Market Value / Common Book Value			111.64	%		156.91	%	(28.85)	%
Market Value / Tangible Common Book Value			144.80	%		204.40	%	(29.16)	%
Price Earnings Multiple (Annualized)			10.20			15.02		(32.09)	%
Dividend Yield (Annualized)			6.38	%		4.63	%	37.80	%
Common Shares Outstanding, End of Period			15,275,686			15,500,416		(1.45)	%

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)


		AS OF OR FOR THE
		NINE MONTHS ENDED						%	****
		SEPTEMBER 30,						INCREASE	****
	****	2023		****	2022		****	(DECREASE)	****
SAFETY AND SOUNDNESS
Tangible Common Equity / Tangible Assets (a)			7.62	%		7.82	%	(2.56)	%
Nonperforming Assets / Total Assets			0.70	%		0.87	%	(19.54)	%
Allowance for Credit Losses / Total Loans			0.99	%		0.96	%	3.13	%
Total Risk Based Capital Ratio (b)			15.83	%		15.80	%	0.19	%
Tier 1 Risk Based Capital Ratio (b)			13.44	%		13.48	%	(0.30)	%
Common Equity Tier 1 Risk Based Capital Ratio (b)			13.44	%		13.48	%	(0.30)	%
Leverage Ratio (b)			9.91	%		10.04	%	(1.29)	%

AVERAGE BALANCES
Average Assets		$	2,454,599		$	2,359,863		4.01	%
Average Equity		$	250,518		$	273,129		(8.28)	%

EFFICIENCY RATIO (c)
Net Interest Income on a Fully Taxable-Equivalent
Basis (c)		$	61,526		$	61,759		(0.38)	%
Noninterest Income			18,733			18,302		2.35	%
Total (1)		$	80,259		$	80,061		0.25	%
Noninterest Expense (2)		$	55,749		$	51,368		8.53	%
Efficiency Ratio = (2)/(1)			69.46	%		64.16	%	8.26	%

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


Total Assets	$	2,483,949	$	2,400,180
Less: Intangible Assets, Primarily Goodwill		(55,076)		(55,492)
Tangible Assets	$	2,428,873	$	2,344,688
Total Stockholders' Equity	$	240,205	$	238,789
Less: Intangible Assets, Primarily Goodwill		(55,076)		(55,492)
Tangible Common Equity (3)	$	185,129	$	183,297

Common Shares Outstanding, End of Period (4)		15,275,686		15,500,416
Tangible Common Book Value per Share = (3)/(4)	$	12.12	$	11.83

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

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

QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)


	****	For the Three Months Ended :
		September 30,		June 30,		March 31,		December 31,		September 30,
		2023		2023		2023		2022		2022
Interest income		$	29,118	$	28,011	$	26,139	$	25,855	$	23,710
Interest expense			9,455		7,649		5,358		3,563		2,831
Net interest income			19,663		20,362		20,781		22,292		20,879
(Credit) provision for credit losses			(1,225)		812		(352)		2,262		3,794
Net interest income after (credit) provision for credit losses			20,888		19,550		21,133		20,030		17,085
Noninterest income			6,489		6,635		5,609		6,110		5,651
Net realized (losses) gains on securities			—		(1)		7		(1)		20
Noninterest expense			17,940		18,722		19,087		16,587		17,443
Income before income tax provision			9,437		7,462		7,662		9,552		5,313
Income tax provision			1,846		1,419		1,409		1,773		858
Net income		$	7,591	$	6,043	$	6,253	$	7,779	$	4,455
Net income attributable to common shares		$	7,534	$	5,996	$	6,201	$	7,711	$	4,416
Basic earnings per common share		$	0.50	$	0.39	$	0.40	$	0.50	$	0.29
Diluted earnings per common share		$	0.50	$	0.39	$	0.40	$	0.50	$	0.29

QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)


	****	As of:
		Sept. 30,		June 30,		March 31,		Dec. 31,		Sept. 30,
		2023		2023		2023		2022		2022
ASSETS
Cash & Due from Banks		$	52,658	$	51,762	$	52,212	$	55,048	$	64,044
Available-for-Sale Debt Securities			429,138		445,695		472,814		498,033		487,980
Loans, Net			1,812,585		1,795,454		1,726,793		1,723,425		1,674,076
Bank-Owned Life Insurance			31,557		31,504		31,352		31,214		31,074
Bank Premises and Equipment, Net			21,267		20,970		21,277		21,574		21,881
Deferred Tax Asset, Net			23,731		20,687		18,914		20,884		22,327
Intangible Assets			55,076		55,178		55,280		55,382		55,492
Other Assets			57,937		49,530		51,230		48,747		43,306
TOTAL ASSETS		$	2,483,949	$	2,470,780	$	2,429,872	$	2,454,307	$	2,400,180

LIABILITIES
Deposits (1)		$	2,024,997	$	2,010,118	$	1,916,040	$	1,997,593	$	2,039,595
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements			148,529		146,694		192,097		142,409		57,920
Senior Notes, Net			14,814		14,798		14,781		14,765		14,749
Subordinated Debt, Net			24,689		24,661		24,634		24,607		24,580
Other Liabilities			30,715		26,392		26,752		25,608		24,547
TOTAL LIABILITIES		****	2,243,744	****	2,222,663	****	2,174,304	****	2,204,982	****	2,161,391

STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss			300,031		296,190		298,365		299,203		295,258
Accumulated Other Comprehensive (Loss) Income:
Net Unrealized Losses on Available-for-sale Debt Securities			(60,278)		(48,536)		(43,271)		(50,370)		(56,766)
Defined Benefit Plans			452		463		474		492		297
TOTAL STOCKHOLDERS' EQUITY		****	240,205	****	248,117	****	255,568	****	249,325	****	238,789
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		$	2,483,949	$	2,470,780	$	2,429,872	$	2,454,307	$	2,400,180

(1) Brokered Deposits (Included in Total Deposits)		$	62,512	$	70,653	$	15,117	$	20,983	$	32,375

AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)


	****	September 30, 2023				June 30, 2023				December 31, 2022				September 30, 2022
		Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
		Cost		Value		Cost		Value		Cost		Value		Cost		Value
Obligations of the U.S. Treasury		$	33,938	$	30,557	$	33,931	$	30,743	$	35,166	$	31,836	$	35,155	$	31,599
Obligations of U.S. Government agencies			21,372		18,796		22,899		20,552		25,938		23,430		23,939		21,389
Bank holding company debt securities			28,950		22,311		28,948		23,325		28,945		25,386		28,944		25,432
Obligations of states and political subdivisions:
Tax-exempt			123,598		104,453		125,247		113,170		146,149		132,623		146,847		126,710
Taxable			65,408		53,457		65,715		55,702		68,488		56,812		69,902		58,317
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			109,102		94,469		105,027		92,795		112,782		99,941		116,833		102,739
Residential collateralized mortgage obligations			38,267		33,397		40,444		35,897		44,868		40,296		44,075		39,632
Commercial mortgage-backed securities			76,627		63,672		76,780		65,517		91,388		79,686		89,349		77,383
Private label commercial mortgage-backed securities			8,178		8,026		8,141		7,994		8,070		8,023		4,793		4,779
Total Available-for-Sale Debt Securities		$	505,440	$	429,138	$	507,132	$	445,695	$	561,794	$	498,033	$	559,837	$	487,980

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)


	****	September 30,		****	June 30,		****	December 31,		****	September 30,
		2023			2023			2022			2022
Commercial real estate - non-owner occupied
Non-owner occupied		$	503,434		$	505,519		$	454,386		$	425,061
Multi-family (5 or more) residential			61,061			61,004			55,406			58,498
1-4 Family - commercial purpose			172,792			167,260			165,805			165,162
Total commercial real estate - non-owner occupied			737,287			733,783			675,597			648,721
Commercial real estate - owner occupied			231,112			227,801			205,910			212,081
All other commercial loans:
Commercial and industrial			80,960			80,270			95,368			99,800
Commercial lines of credit			122,189			122,607			141,444			131,935
Political subdivisions			80,415			84,456			86,663			78,992
Commercial construction and land			91,014			80,391			60,892			65,020
Other commercial loans			21,125			24,960			25,710			25,948
Total all other commercial loans			395,703			392,684			410,077			401,695
Residential mortgage loans:
1-4 Family - residential			385,777			378,698			363,005			355,321
1-4 Family residential construction			24,236			25,535			30,577			19,632
Total residential mortgage			410,013			404,233			393,582			374,953
Consumer loans:
Consumer lines of credit (including HELCs)			37,736			36,608			36,650			36,051
All other consumer			18,819			19,401			18,224			16,745
Total consumer			56,555			56,009			54,874			52,796
Total			1,830,670			1,814,510			1,740,040			1,690,246
Less: allowance for credit losses on loans			(18,085)			(19,056)			(16,615)			(16,170)
Loans, net		$	1,812,585		$	1,795,454		$	1,723,425		$	1,674,076

ADJUSTMENTS TO GROSS AMORTIZED COST OF LOANS

(In Thousands)


	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2023		2023		2022		2023		2022
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	(1,000)	$	(968)	$	(866)	$	(916)	$	(637)
Amortization recognized in interest income		(16)		(32)		5		(100)		(224)
Adjustments to gross amortized cost of loans at end of period	$	(1,016)	$	(1,000)	$	(861)	$	(1,016)	$	(861)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(1,446)	$	(1,642)	$	(2,403)	$	(1,840)	$	(3,335)
Accretion recognized in interest income		147		196		308		541		1,240
Adjustments to gross amortized cost of loans at end of period	$	(1,299)	$	(1,446)	$	(2,095)	$	(1,299)	$	(2,095)

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)


	****	September 30,		****	June 30,		****	December 31,		****	September 30,
		2023			2023			2022			2022
Loans individually evaluated with a valuation allowance		$	7,861		$	5,785		$	3,460		$	3,396
Loans individually evaluated without a valuation allowance			4,146			3,314			14,871			6,130
Purchased credit impaired loans			0			0			1,027			3,783
Total individually evaluated loans		$	12,007		$	9,099		$	19,358		$	13,309

Total loans past due 30-89 days and still accruing		$	3,675		$	4,709		$	7,079		$	3,041

Nonperforming assets:
Purchased credit impaired loans		$	0		$	0		$	1,027		$	3,783
Other nonaccrual loans			15,501			12,827			22,058			13,176
Total nonaccrual loans			15,501			12,827			23,085			16,959
Total loans past due 90 days or more and still accruing			1,292			1,164			2,237			3,499
Total nonperforming loans			16,793			13,991			25,322			20,458
Foreclosed assets held for sale (real estate)			633			459			275			454
Total nonperforming assets		$	17,426		$	14,450		$	25,597		$	20,912

Total nonperforming loans as a % of total loans			0.92	%		0.77	%		1.46	%		1.21	%
Total nonperforming assets as a % of assets			0.70	%		0.58	%		1.04	%		0.87	%
Allowance for credit losses as a % of total loans			0.99	%		1.05	%		0.95	%		0.96	%

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)


	****	3 Months		****	3 Months		****	9 Months		****	9 Months
		Ended			Ended			Ended			Ended
		September 30,			June 30,			September 30,			September 30,
		2023			2023			2023			2022
Balance, beginning of period		$	19,056		$	18,346		$	16,615		$	13,537
Adoption of ASU 2016-13 (CECL)			0			0			2,104			0
Charge-offs			(98)			(134)			(299)			(2,417)
Recoveries			60			8			74			57
Net charge-offs			(38)			(126)			(225)			(2,360)
(Credit) provision for credit losses on loans			(933)			836			(409)			4,993
Balance, end of period		$	18,085		$	19,056		$	18,085		$	16,170

ANALYSIS OF THE (CREDIT) PROVISION FOR CREDIT LOSSES

(In Thousands)


	3 Months		3 Months		9 Months		9 Months
	Ended		Ended		Ended		Ended
	September 30,		June 30,		September 30,		September 30,
	2023		2023		2023		2022
(Credit) provision for credit losses:
Loans receivable	$	(933)	$	836	$	(409)	$	4,993
Off-balance sheet exposures (1)		(292)		(24)		(356)		0
Total (credit) provision for credit losses	$	(1,225)	$	812	$	(765)	$	4,993

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

COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)


	****	Three Months Ended						Nine Months Ended
		September 30,		June 30,		September 30,		September 30,		September 30,
		2023		2023		2022		2023		2022
INTEREST INCOME
Interest-bearing due from banks		$	345	$	309	$	176	$	932	$	335
Available-for-sale debt securities:
Taxable			2,077		2,152		2,138		6,440		6,143
Tax-exempt			681		713		947		2,161		2,811
Total available-for-sale debt securities			2,758		2,865		3,085		8,601		8,954
Loans receivable:
Taxable			25,526		24,360		19,967		72,314		55,662
Paycheck Protection Program			3		2		118		8		899
Tax-exempt			680		700		635		2,093		1,796
Total loans receivable			26,209		25,062		20,720		74,415		58,357
Other earning assets			18		14		38		40		69
Total Interest Income			29,330		28,250		24,019		83,988		67,715

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking			2,360		1,512		487		4,859		989
Money market			1,669		1,112		639		3,654		1,270
Savings			60		63		66		186		191
Time deposits			3,175		2,412		780		6,894		1,562
Total interest-bearing deposits			7,264		5,099		1,972		15,593		4,012
Borrowed funds:
Short-term			677		1,144		179		2,918		302
Long-term - FHLB advances			1,164		1,056		332		2,901		436
Senior notes, net			120		119		119		359		357
Subordinated debt, net			230		231		229		691		849
Total borrowed funds			2,191		2,550		859		6,869		1,944
Total Interest Expense			9,455		7,649		2,831		22,462		5,956

Net Interest Income		$	19,875	$	20,601	$	21,188	$	61,526	$	61,759

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


(In Thousands)	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2023		2023		2022		2023		2022
Net Interest Income Under U.S. GAAP	$	19,663	$	20,362	$	20,879	$	60,806	$	60,836
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities		84		103		179		314		553
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans		128		136		130		406		370
Net Interest Income as adjusted to a fully taxable-equivalent basis	$	19,875	$	20,601	$	21,188	$	61,526	$	61,759

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)


	****	3 Months		****		****	3 Months				3 Months
		Ended			Rate of		Ended		Rate of		Ended		Rate of	****
		9/30/2023			Return/		6/30/2023		Return/		9/30/2022		Return/	****
		Average			Cost of		Average		Cost of		Average		Cost of	****
		Balance			Funds %		Balance		Funds %		Balance		Funds %
EARNING ASSETS
Interest-bearing due from banks		$	31,729		4.31	%	$	29,861	4.15	%	$	34,465	2.03	%
Available-for-sale debt securities, at amortized cost:
Taxable			379,709		2.17	%		395,725	2.18	%		414,147	2.05	%
Tax-exempt			124,435		2.17	%		126,839	2.25	%		150,773	2.49	%
Total available-for-sale debt securities			504,144		2.17	%		522,564	2.20	%		564,920	2.17	%
Loans receivable:
Taxable			1,729,835		5.85	%		1,697,592	5.76	%		1,582,245	5.01	%
Paycheck Protection Program			137		8.69	%		148	5.42	%		4,695	9.97	%
Tax-exempt			87,026		3.10	%		90,111	3.12	%		87,330	2.88	%
Total loans receivable			1,816,998		5.72	%		1,787,851	5.62	%		1,674,270	4.91	%
Other earning assets			1,468		4.86	%		1,325	4.24	%		3,925	3.84	%
Total Earning Assets			2,354,339		4.94	%		2,341,601	4.84	%		2,277,580	4.18	%
Cash			22,068					23,084				23,731
Unrealized loss on securities			(63,110)					(56,564)				(44,559)
Allowance for credit losses			(19,540)					(18,795)				(14,914)
Bank-owned life insurance			31,559					31,410				30,991
Bank premises and equipment			21,132					21,140				21,874
Intangible assets			55,125					55,228				55,547
Other assets			74,483					69,213				57,012
Total Assets		$	2,476,056				$	2,466,317			$	2,407,262

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		$	512,074		1.83	%	$	463,300	1.31	%	$	442,647	0.44	%
Money market			340,618		1.94	%		328,581	1.36	%		438,770	0.58	%
Savings			232,240		0.10	%		247,434	0.10	%		261,422	0.10	%
Time deposits			406,436		3.10	%		375,557	2.58	%		298,628	1.04	%
Total interest-bearing deposits			1,491,368		1.93	%		1,414,872	1.45	%		1,441,467	0.54	%
Borrowed funds:
Short-term			49,157		5.46	%		87,479	5.25	%		33,970	2.09	%
Long-term - FHLB advances			119,395		3.87	%		110,982	3.82	%		51,628	2.55	%
Senior notes, net			14,808		3.22	%		14,789	3.23	%		14,741	3.20	%
Subordinated debt, net			24,676		3.70	%		24,648	3.76	%		24,566	3.70	%
Total borrowed funds			208,036		4.18	%		237,898	4.30	%		124,905	2.73	%
Total Interest-bearing Liabilities			1,699,404		2.21	%		1,652,770	1.86	%		1,566,372	0.72	%
Demand deposits			498,724					533,533				557,116
Other liabilities			30,749					28,217				23,588
Total Liabilities			2,228,877					2,214,520				2,147,076
Stockholders' equity, excluding accumulated other comprehensive loss			296,577					296,015				295,086
Accumulated other comprehensive loss			(49,398)					(44,218)				(34,900)
Total Stockholders' Equity			247,179					251,797				260,186
Total Liabilities and Stockholders' Equity		$	2,476,056				$	2,466,317			$	2,407,262
Interest Rate Spread					2.73	%			2.98	%			3.46	%
Net Interest Income/Earning Assets					3.35	%			3.53	%			3.69	%

Total Deposits (Interest-bearing and Demand)		$	1,990,092				$	1,948,405			$	1,998,583

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

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

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)


	****	9 Months		****			9 Months
		Ended			Rate of		Ended		Rate of	****
		9/30/2023			Return/		9/30/2022		Return/	****
		Average			Cost of		Average		Cost of	****
		Balance			Funds %	****	Balance		Funds%	****
EARNING ASSETS
Interest-bearing due from banks		$	31,076		4.01	%	$	55,154	0.81	%
Available-for-sale debt securities, at amortized cost:
Taxable			395,070		2.18	%		408,178	2.01	%
Tax-exempt			127,530		2.27	%		148,977	2.52	%
Total available-for-sale debt securities			522,600		2.20	%		557,155	2.15	%
Loans receivable:
Taxable			1,687,444		5.73	%		1,507,756	4.94	%
Paycheck Protection Program			149		7.18	%		10,887	11.04	%
Tax-exempt			89,645		3.12	%		85,492	2.81	%
Total loans receivable			1,777,238		5.60	%		1,604,135	4.86	%
Other earning assets			1,332		4.02	%		2,750	3.35	%
Total Earning Assets			2,332,246		4.81	%		2,219,194	4.08	%
Cash			22,475					22,527
Unrealized loss on securities			(59,921)					(28,068)
Allowance for loan losses			(18,472)					(14,406)
Bank-owned life insurance			31,413					30,857
Bank premises and equipment			21,262					21,494
Intangible assets			55,227					55,655
Other assets			70,369					52,610
Total Assets		$	2,454,599				$	2,359,863

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		$	477,751		1.36	%	$	431,344	0.31	%
Money market			344,527		1.42	%		448,377	0.38	%
Savings			245,483		0.10	%		255,433	0.10	%
Time deposits			365,174		2.52	%		281,673	0.74	%
Total interest-bearing deposits			1,432,935		1.45	%		1,416,827	0.38	%
Borrowed funds:
Short-term			75,978		5.13	%		24,306	1.66	%
Long-term - FHLB advances			103,817		3.74	%		32,509	1.79	%
Senior notes, net			14,790		3.25	%		14,725	3.24	%
Subordinated debt, net			24,648		3.75	%		27,966	4.06	%
Total borrowed funds			219,233		4.19	%		99,506	2.61	%
Total Interest-bearing Liabilities			1,652,168		1.82	%		1,516,333	0.53	%
Demand deposits			523,822					547,836
Other liabilities			28,091					22,565
Total Liabilities			2,204,081					2,086,734
Stockholders' equity, excluding accumulated other comprehensive loss			297,386					295,019
Accumulated other comprehensive loss			(46,868)					(21,890)
Total Stockholders' Equity			250,518					273,129
Total Liabilities and Stockholders' Equity		$	2,454,599				$	2,359,863
Interest Rate Spread					2.99	%			3.55	%
Net Interest Income/Earning Assets					3.53	%			3.72	%

Total Deposits (Interest-bearing and Demand)		$	1,956,757				$	1,964,663

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

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

COMPARISON OF NONINTEREST INCOME

(In Thousands)


	****	Three Months Ended						Nine Months Ended
		September 30,		June 30,		September 30,		September 30,		September 30,
		2023		2023		2022		2023		2022
Trust revenue		$	1,919	$	1,804	$	1,744	$	5,500	$	5,245
Brokerage and insurance revenue			394		365		696		1,189		1,784
Service charges on deposit accounts			1,443		1,388		1,105		4,121		3,662
Interchange revenue from debit card transactions			1,098		1,010		1,031		3,115		3,050
Net gains from sales of loans			237		139		131		450		733
Loan servicing fees, net			154		190		189		466		757
Increase in cash surrender value of life insurance			160		152		133		450		405
Other noninterest income			1,084		1,587		622		3,442		2,666
Total noninterest income, excluding realized gains<br>(losses) on securities, net		$	6,489	$	6,635	$	5,651	$	18,733	$	18,302

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)


	****	Three Months Ended						Nine Months Ended
	****	September 30,		June 30,		September 30,		September 30,		September 30,
		2023		2023		2022		2023		2022
Salaries and employee benefits		$	10,878	$	10,777	$	10,826	$	33,082	$	31,698
Net occupancy and equipment expense			1,268		1,323		1,498		3,993		4,217
Data processing and telecommunications expenses			1,823		1,900		1,719		5,659		5,062
Automated teller machine and interchange expense			504		395		397		1,374		1,128
Pennsylvania shares tax			403		404		487		1,210		1,463
Professional fees			487		564		521		1,988		1,490
Other noninterest expense			2,577		3,359		1,995		8,443		6,310
Total noninterest expense		$	17,940	$	18,722	$	17,443	$	55,749	$	51,368

NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)


Loan Type	September 30,		% of Non-owner		% of
	2023		Occupied CRE		Total Loans
Industrial	$	107,268	21.3	%	5.9	%
Office		94,729	18.8	%	5.2	%
Retail		94,542	18.8	%	5.2	%
Hotels		73,511	14.6	%	4.0	%
Mixed Use		59,702	11.9	%	3.3	%
Other		73,682	14.6	%	4.0	%
Total Non-owner Occupied CRE Loans	$	503,434
Total Gross Loans	$	1,830,670

LIQUIDITY INFORMATION

(In Thousands)


Available Credit Facilities	Outstanding						Available						Total Credit
	September 30,		June 30,		Dec. 31,		September 30,		June 30,		Dec. 31,		September 30,		June 30,		Dec. 31,
	2023		2023		2022		2023		2023		2022		2023		2023		2022
Federal Home Loan Bank of Pittsburgh	$	165,951	$	157,428	$	150,099	$	752,847	$	725,417	$	689,279	$	918,798	$	882,845	$	839,378
Federal Reserve Bank Discount Window		0		0		0		20,766		21,903		23,107		20,766		21,903		23,107
Other correspondent banks		0		0		0		95,000		95,000		95,000		95,000		95,000		95,000
Total credit facilities	$	165,951	$	157,428	$	150,099	$	868,613	$	842,320	$	807,386	$	1,034,564	$	999,748	$	957,485


Uninsured Deposits Information	September 30,			June 30,			December 31,
	2023			2023			2022
Total Deposits - C&N Bank	$	2,040,506		$	2,025,471		$	2,016,666

Estimated Total Uninsured Deposits	$	602,957		$	605,801		$	689,435
Portion of Uninsured Deposits that are
Collateralized		188,927			172,976			205,886
Uninsured and Uncollateralized Deposits	$	414,030		$	432,825		$	483,549

Uninsured and Uncollateralized Deposits as
a % of Total Deposits		20.3	%		21.4	%		24.0	%

Available Funding from Credit Facilities	$	868,613		$	842,320		$	807,386
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations		227,667			257,537			272,475
Highly Liquid Available Funding	$	1,096,280		$	1,099,857		$	1,079,861

Highly Liquid Available Funding as a % of
Uninsured Deposits		181.8	%		181.6	%		156.6	%

Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits		264.8	%		254.1	%		223.3	%