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8-K - 8-K - CITIZENS & NORTHERN CORPcznc-20201022x8k.htm

EXHIBIT 99.2

Graphic

September 30, 2020

QUARTERLY REPORT

Dear Shareholder:

The COVID-19 pandemic remained the dominant national and local news during the third quarter of 2020. The learning curve around the health impact of the virus has been steep and progress has been made on treatment protocols and a number of potential vaccines. However, there are ongoing uncertainties and actions to reopen the economy, travel, educational institutions, hospitality, and recreational activities have been inconsistent and tentative. Overall activity was more “normal” than in the spring but fears and concerns persist in communities across the country. And, as activity has increased, so has reliable data regarding the spread of the virus and projections for a second wave moving into fall. C&N continues to coordinate efforts to not only comply with directives, best practices, and government mandates but also to support the health and welfare of our Team, customers, and communities through our active pandemic committee. We are committed to playing our essential role in supporting a return to “normal” with calm, persistence, and confidence.

Financial markets stabilized during the quarter as measured by the major stock market averages and liquidity in the bond and money markets. Congress and the administration were unable to agree on a second round of stimulus, but the unprecedented action by the Federal Reserve and Congress at the start of the pandemic provided ongoing support. As of September 30th, interest rates remained at historic lows, the major stock indices were buoyed by the large cap tech companies, new unemployment claims were well below earlier pandemic levels, and around half of those who lost jobs earlier had either been rehired or found new employment. With all that being said, we still lack clarity on the ultimate impact of the virus on our long-term health, the economy, and culture.

On July 1st, we completed the acquisition of Covenant Bank that was announced late in 2019. Adding Covenant to the 2019 acquisition of Monument Bank adds $900 million in loans and deposits to our franchise in a growth region and enhances C&N’s capacity to serve customers and communities in southeastern Pennsylvania. Data processing and computer systems were converted in late August, completing the initial stages of integration. We are completing work on meshing our new team members with the existing crew, and market leadership is updating the regional plan to expand our presence, products and services as we look forward to 2020.

As mentioned earlier, there is still uncertainty regarding future economic growth. Early in the pandemic, we turned our attention to supporting customers with PPP loans, payment deferrals, cash management, and investment guidance through our wealth management group. As the economy began to open up, the mortgage lending business quickly reached record levels which persisted throughout the third quarter. PPP loans totaling over $160 million remain on our balance sheet at September 30, 2020, as we move into the forgiveness phase during the fourth quarter. Many PPP customers continue to hold unusually large deposit balances pending forgiveness, and this combination of elevated loans and deposits will have a meaningful impact on our financial results until the forgiveness process is completed.

C&N’s third quarter results were significantly impacted by merger activity in both 2019 and 2020. After adjusting for merger related expenses and gains on the sale of securities in both 2019 and 2020, third quarter net income increased from $5.4 million to $7.9 million or 46%. Earnings per share, on the same adjusted basis increased 25% to $.50 per share, with the difference between net income and EPS growth attributable to the additional shares issued in the Covenant acquisition. Net interest income increased 35%, although there was a .24% compression in the net interest margin. The provision for loan losses of $1.9 million was 68% greater than the $1.2 million provision during the third quarter of 2019. The provision for loan losses in the third quarter 2020 is primarily attributable to the net impact of resolving a large problem loan. Noninterest income increased by approximately 40% primarily due to record gains on the sale of mortgage loans. Noninterest expenses, excluding merger-related expenses, were 28% above the third quarter of 2019, driven primarily by the Covenant acquisition.


On the same adjusted basis, net income grew by 8% and earnings per share declined by 3% for the first nine months of 2020 compared to the same period in 2019. The primary driver of this decline was the provision for loan losses which was $3.3 million during the first nine months of 2020 compared to $197,000 for the same period in 2019, or a difference of $3.1 million. Net interest income increased 19% reflecting the benefits of growth related to the Monument and Covenant acquisitions. Total noninterest income grew by 25% year to date compared to 2019 with gains on mortgage sales as the primary driver, although a variety of other sources also contributed. Noninterest expenses, excluding merger-related expenses, increased 19%. This growth was substantially due to the inclusion of former Monument operations for nine months during 2020 compared to six months in 2019 and the inclusion of Covenant expenses in the third quarter of 2020, although higher data processing costs, professional fees and various other expenses also contributed.

It is important to note once again, that C&N entered the COVID crisis, and related uncertainties, in a position of strength. This is especially evident in our capital ratios, which are at levels that demonstrate the capacity to absorb the acquisition of Covenant as well as significant credit losses, if they arise, while continuing to meet regulatory requirements to be considered well capitalized. A further indication of this strength was the Board’s declaration of the regular quarterly cash dividend of $.27 per share to shareholders of record on November 2, 2020, payable on November 13, 2020.

Finally, it is most appropriate to recognize the ongoing efforts of the C&N Team. Their commitment to our customers and communities, through their support of one another, has been inspiring. They have done so while navigating the challenges of COVID and a substantial acquisition. They are fully engaged in our mission, whether in the office or from their homes, and continue to create long-term value by positively impacting the lives of everyone connected with C&N.

Thank you to our shareholders for your confidence in this team and support of your Company.

Graphic

J. Bradley Scovill

President and CEO

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CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)   (Unaudited)

    

3RD

    

3RD

    

    

    

    

 

QUARTER

QUARTER

 

2020

2019

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

21,751

$

17,277

$

4,474

 

25.90

%

Interest Expense

 

2,469

 

3,000

 

(531)

 

(17.70)

%

Net Interest Income

 

19,282

 

14,277

 

5,005

 

35.06

%

Provision for Loan Losses

 

1,941

 

1,158

 

783

 

67.62

%

Net Interest Income After Credit for Loan Losses

 

17,341

 

13,119

 

4,222

 

32.18

%

Noninterest Income

 

6,970

 

4,963

 

2,007

 

40.44

%

Net Gains on Available-for-sale Debt Securities

 

25

 

13

 

12

 

92.31

%

Merger-Related Expenses

 

6,402

 

206

 

6,196

 

3007.77

%

Other Noninterest Expenses

 

14,648

 

11,486

 

3,162

 

27.53

%

Income Before Income Tax Provision

 

3,286

 

6,403

 

(3,117)

 

(48.68)

%

Income Tax Provision

 

438

 

1,096

 

(658)

 

(60.04)

%

Net Income

$

2,848

$

5,307

$

(2,459)

 

(46.34)

%

Net Income Attributable to Common Shares (1)

$

2,830

$

5,281

$

(2,451)

 

(46.41)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.18

$

0.39

$

(0.21)

 

(53.85)

%

Net Income - Diluted

$

0.18

$

0.39

$

(0.21)

 

(53.85)

%

Dividend Per Share - Quarterly

$

0.27

$

0.27

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,778,391

 

13,627,676

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,779,721

 

13,646,818

 

  

 

  

3


CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)   (Unaudited)

9 MONTHS ENDED

 

September 30, 

 

2020

2019

 

    

(Current)

    

(Prior Year)

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

55,301

$

47,481

$

7,820

 

16.47

%

Interest Expense

 

7,491

 

7,284

 

207

 

2.84

%

Net Interest Income

 

47,810

 

40,197

 

7,613

 

18.94

%

Provision for Loan Losses

 

3,293

 

197

 

3,096

 

1571.57

%

Net Interest Income After Provision (Credit) for Loan Losses

 

44,517

 

40,000

 

4,517

 

11.29

%

Noninterest Income

 

17,779

 

14,218

 

3,561

 

25.05

%

Net Gains on Available-for-sale Debt Securities

 

25

 

20

 

5

 

25.00

%

Merger-Related Expenses

 

7,526

 

3,818

 

3,708

 

97.12

%

Other Noninterest Expenses

 

39,834

 

33,604

 

6,230

 

18.54

%

Income Before Income Tax Provision

 

14,961

 

16,816

 

(1,855)

 

(11.03)

%

Income Tax Provision

 

2,509

 

2,770

 

(261)

 

(9.42)

%

Net Income

$

12,452

$

14,046

$

(1,594)

 

(11.35)

%

Net Income Attributable to Common Shares (1)

$

12,378

$

13,974

$

(1,596)

 

(11.42)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.86

$

1.06

$

(0.20)

 

(18.87)

%

Net Income - Diluted

$

0.86

$

1.06

$

(0.20)

 

(18.87)

%

Dividend Per Share - Quarterly

$

0.81

$

0.81

$

0.00

 

0.00

%

Dividend Per Share - Special

$

0.00

$

0.10

$

(0.10)

 

(100.00)

%

Number of Shares Used in Computation - Basic

 

14,388,797

 

13,182,960

 

  

 

  

Number of Shares Used in Computation - Diluted

 

14,393,429

 

13,206,244

 

  

 

  

(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.

4


CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(In Thousands) (Unaudited)

September 30, 

September 30, 

September 30,  2020 vs 2019

 

    

2020

    

2019

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

174,478

$

51,443

$

123,035

 

239.17

%

Available-for-sale Debt Securities

 

340,545

 

363,467

 

(22,922)

 

(6.31)

%

Loans Held for Sale

 

1,200

 

2,033

 

(833)

 

(40.97)

%

Loans, Net

 

1,680,617

 

1,130,143

 

550,474

 

48.71

%

Bank-Owned Life Insurance

29,942

18,535

11,407

61.54

%

Bank Premises and Equipment, net

21,504

16,038

5,466

34.08

%

Intangible Assets

 

56,585

 

29,939

 

26,646

 

89.00

%

Other Assets

 

47,922

 

30,989

 

16,933

 

54.64

%

TOTAL ASSETS

$

2,352,793

$

1,642,587

$

710,206

 

43.24

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

1,871,514

$

1,294,882

$

576,632

 

44.53

%

Repo Sweep Accounts

 

2,313

 

3,767

 

(1,454)

 

(38.60)

%

Total Deposits and Repo Sweeps

 

1,873,827

 

1,298,649

 

575,178

 

44.29

%

Borrowed Funds

 

141,344

 

75,714

 

65,630

 

86.68

%

Subordinated Debt

 

16,572

 

7,000

 

9,572

 

136.74

%

Other Liabilities

 

24,734

 

18,285

 

6,449

 

35.27

%

TOTAL LIABILITIES

 

2,056,477

 

1,399,648

 

656,829

 

46.93

%

SHAREHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Shareholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Income (Loss)

 

284,707

 

238,479

 

46,228

 

19.38

%

Accumulated Other Comprehensive Income (Loss):

 

  

 

  

 

  

 

  

Net Unrealized Gains/Losses on Available-for-sale Debt Securities

 

11,376

 

4,173

 

7,203

 

172.61

%

Defined Benefit Plans

 

233

 

287

 

(54)

 

(18.82)

%

TOTAL SHAREHOLDERS' EQUITY

 

296,316

 

242,939

 

53,377

 

21.97

%

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY

$

2,352,793

$

1,642,587

$

710,206

 

43.24

%

5