Citizens & Northern (CZNC) came out with quarterly earnings of $0.4 per share, missing the Zacks Consensus Estimate of $0.47 per share. This compares to earnings of $0.4 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -14.89%. A quarter ago, it was expected that this bank would post earnings of $0.44 per share when it actually produced earnings of $0.41, delivering a surprise of -6.82%.Over the last four quarters, the company ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _________________________. Commission file number: 000-16084 CITIZENS & NORTHERN CORPORATION (Exact name of Registrant as specified in its charter) | PENNSYLVANIA | 23-2451943 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | ...

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) | | | 2ND | | 2ND | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | QUARTER | | QUARTER | | | | | | | 2025 | | 2024 | | $ Incr. (Decr.) | % Incr. (Decr.) | | Interest and Dividend Income | $ | 32,454 | $ | 31,326 | $ | 1,128 | 3.60 % | | Interest Expense | | 11,312 | | 11,881 | | (569) | (4.79)% | | Net Interest Income | | 21,142 | ...

Core Viewpoint - Citizens & Northern Corporation (C&N) and Susquehanna Community Financial, Inc. (SQCF) have announced a merger agreement, with both boards unanimously approving the plan, which will see SQCF merge into C&N [1][3]. Company Overview - C&N is the bank holding company for Citizens & Northern Bank, operating 28 banking offices and one loan production office, with consolidated assets of $2.6 billion as of March 31, 2025 [4]. - SQCF is the financial holding company for Susquehanna Community Bank, which operates 7 banking offices and had assets of $598 million as of March 31, 2025 [4]. Merger Details - The merger will create a combined entity with approximately $3.2 billion in assets, enhancing C&N's market presence in central and southeast Pennsylvania [4][5]. - SQCF shareholders will receive 0.80 shares of C&N common stock for each share of SQCF, implying a total consideration of $44.3 million [6]. - Post-merger, SQCF shareholders will own about 13% of C&N's common stock [6]. Strategic Benefits - The merger is expected to be approximately 17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close [6]. - This strategic combination will enhance C&N's service capabilities and diversify its loan portfolio and funding base, increasing overall resiliency and efficiency [5]. Leadership Changes - Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards, while Dave Runk will become an EVP and Strategic Advisor at C&N Bank [7]. - Jeffrey Hollenbach, President and COO at Susquehanna, will lead the Susquehanna market as Region President [7]. Transaction Timeline - The merger is subject to customary closing conditions, including regulatory approvals and SQCF shareholder approval, with an expected closing in the fourth quarter of 2025 [8].

Financial Performance - Net income for Q1 2025 was $6,293,000, or $0.41 per diluted share, compared to $5,306,000, or $0.35 per diluted share in Q1 2024, representing a 18.6% increase in net income [127]. - Noninterest income for Q1 2025 was $7,008,000, an increase of $333,000, or 5.0%, from Q1 2024 [130]. - The income tax provision for Q1 2025 was $1,411,000, or 18.3% of pre-tax income, an increase from $1,152,000, or 17.8% of pre-tax income in Q1 2024 [132]. - The effective tax rate for the first quarter of 2025 was 18.3%, up from 17.8% in the first quarter of 2024, correlating with an increase in pre-tax income of $1,246,000 [153]. Interest Income and Expenses - Net interest income increased to $19,975,000 in Q1 2025, up $934,000 from Q1 2024, with a net interest margin rising to 3.38% from 3.29% [127]. - Fully taxable equivalent net interest income for Q1 2025 was $20,186,000, an increase of $950,000 (4.9%) compared to Q1 2024 [136]. - Interest income totaled $31,920,000 in 2025, reflecting an increase of $1,389,000 (4.5%) from 2024 [137]. - Interest expense increased by $439,000 to $11,734,000 in 2025 from $11,295,000 in 2024 [141]. - Interest expense on deposits rose by $701,000, with the average rate increasing to 2.45% in 2025 from 2.35% in 2024 [142]. Loans and Deposits - Average total loans receivable rose by $40,187,000, or 2.2%, while average total deposits increased by $59,904,000, or 3.0% [127]. - Total gross loans increased to $1,898,432,000 as of March 31, 2025, compared to $1,895,848,000 at December 31, 2024, reflecting a slight growth [175]. - Total deposits increased to $2,102,141,000 as of March 31, 2025, up $8,232,000 (0.4%) from $2,093,909,000 at December 31, 2024 [197]. - Average total deposits for Q1 2025 were $2,061,182,000, representing a 3.0% increase compared to $2,001,278,000 for Q1 2024 [197]. Credit Quality and Losses - The provision for credit losses was $236,000 in Q1 2025, down from $954,000 in Q1 2024, with net charge-offs totaling $91,000 compared to $145,000 in the prior year [127]. - The allowance for credit losses (ACL) as a percentage of gross loans receivable was 1.06% at March 31, 2025, compared to 1.07% at March 31, 2024 [177]. - Total nonperforming assets were $24,329,000 at March 31, 2025, up from $24,142,000 at December 31, 2024 [182]. - Total nonperforming loans were $24,130,000, representing 1.27% of total loans as of March 31, 2025, compared to 1.26% at December 31, 2024 [191]. Capital and Equity - The total stockholders' equity, excluding accumulated other comprehensive loss, increased to $312,427,000 as of March 31, 2025, compared to $301,032,000 in the previous year, reflecting a growth of 3.66% [148]. - As of March 31, 2025, the consolidated total capital to risk-weighted assets ratio was 16.02%, exceeding the minimum requirement of 11% [204]. - C&N Bank's Tier 1 capital to risk-weighted assets ratio was 14.15%, above the minimum requirement of 9% [204]. - The capital conservation buffer for C&N Bank was 7.23% as of March 31, 2025, allowing for no payout limitations on dividends [205]. Acquisitions and Mergers - The corporation announced a pending acquisition of Susquehanna Community Financial, Inc. with assets of $598 million, expected to close in Q4 2025 [124][126]. - Following the merger, holders of Susquehanna's common stock will own approximately 13% of the corporation's common stock outstanding [126]. Risk Management - The Corporation's interest rate risk management includes simulations for potential changes in net interest income and economic value of equity [212]. - The modeling results indicate that net interest income and economic value of equity are projected to decrease under both rising and falling interest rate scenarios [216]. - The fair value of available-for-sale debt securities has decreased due to rising interest rates, impacting the Corporation's stockholders' equity [217]. Stock Repurchase and Dividends - The Corporation announced a treasury stock repurchase program allowing for the repurchase of up to 750,000 shares, with 723,966 shares available as of March 31, 2025 [206]. - Future dividend payments and stock repurchases will depend on maintaining a strong financial condition and regulatory requirements [207].

Group 1 - Citizens & Northern (CZNC) reported quarterly earnings of $0.41 per share, missing the Zacks Consensus Estimate of $0.44 per share, but showing an increase from $0.35 per share a year ago, resulting in an earnings surprise of -6.82% [1] - The company posted revenues of $27.19 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 3.91%, compared to year-ago revenues of $25.72 million [2] - Citizens & Northern shares have increased approximately 4.7% since the beginning of the year, contrasting with the S&P 500's decline of -10.1% [3] Group 2 - The current consensus EPS estimate for the coming quarter is $0.48 on revenues of $29 million, and for the current fiscal year, it is $1.91 on revenues of $115.9 million [7] - The Zacks Industry Rank for Banks - Northeast is currently in the top 23% of over 250 Zacks industries, indicating a favorable outlook for the industry [8]

Financial Performance - Net income for Q1 2025 was $6,293,000, an increase of 18.60% compared to $5,306,000 in Q1 2024[1] - Net income for the quarter ended March 31, 2025, was $6,293,000, a decrease of 22.9% compared to $8,174,000 for the same period in 2024[7] - Noninterest income for Q1 2025 was $7,008,000, up 4.99% from $6,675,000 in Q1 2024[5] - Noninterest income for the quarter was $7,008,000, down from $7,547,000 in the previous quarter, representing a decrease of 7.1%[7] - The company reported a basic and diluted earnings per share of $0.41 for the quarter, down from $0.53 in the same quarter last year[7] Interest Income and Expenses - Net interest income after provision for credit losses rose to $19,739,000, reflecting a 9.13% increase from $18,087,000 in the previous year[1] - Net interest income after provision for credit losses was $19,739,000, down from $21,004,000 in the previous quarter, reflecting a decrease of 6.0%[7] - Total interest income decreased to $31,920 thousand for the three months ended March 31, 2025, down from $33,546 thousand in the previous quarter, reflecting a decline of approximately 4.8%[17] - Total interest expense decreased to $11,734 thousand for the three months ended March 31, 2025, compared to $12,856 thousand in the previous quarter, a reduction of about 8.7%[17] Assets and Liabilities - Total assets increased by 3.48% to $2,609,228,000 from $2,521,537,000 year-over-year[3] - Total assets as of March 31, 2025, were $2,609,228,000, a slight decrease from $2,610,653,000 as of December 31, 2024[8] - Total stockholders' equity increased to $281,831,000 from $275,284,000 in the previous quarter, reflecting a growth of 2.0%[8] - The total assets of the company as of March 31, 2025, were $2,575,150[19] Capital and Equity - Return on average assets (annualized) improved to 0.98% from 0.84%, marking a 16.67% increase[5] - Return on average equity (annualized) increased to 9.05% from 8.13%, representing an 11.32% rise[5] - Common book value per share increased to $18.20, a 7.00% rise from $17.01 in the previous year[5] - The total risk-based capital ratio increased to 16.00% from 15.54%, reflecting a 2.96% improvement in capital strength[6] - The total stockholders' equity, excluding accumulated other comprehensive loss, was $312,427 as of March 31, 2025[19] Credit Quality - The provision for credit losses was $236,000, compared to a credit of $531,000 in the previous quarter, indicating a shift in credit quality assessment[7] - Total nonperforming loans increased to $24,130 thousand as of March 31, 2025, up from $23,961 thousand in December 31, 2024, representing a 0.7% increase[12] - Total nonperforming assets rose to $24,329 thousand, compared to $24,142 thousand in the previous quarter, marking a 0.8% increase[12] - The allowance for credit losses as a percentage of total loans remained stable at 1.06% for both March 31, 2025, and December 31, 2024[12] - Net charge-offs for the three months ended March 31, 2025, were $91 thousand, compared to $14 thousand for the previous quarter, indicating a significant increase in charge-offs[13] - The provision for credit losses on loans was $228 thousand for the three months ended March 31, 2025, compared to a credit of $393 thousand in the previous quarter[14] Operational Efficiency - The efficiency ratio improved to 70.03% from 70.64%, indicating enhanced operational efficiency[6] - Total noninterest expense rose to $19,043 for the three months ended March 31, 2025, compared to $18,430 in the previous quarter[22] Deposits - Deposits grew by 5.32% to $2,102,141,000 compared to $1,995,903,000 in the prior year[3] - Total deposits reached $2,061,182, with uninsured deposits estimated at $621,542, representing 22.8% of total deposits[24] Other Financial Metrics - Total earning assets as of March 31, 2025, amounted to $2,419,806, with a return of 5.35%[19] - Total loans receivable increased to $1,899,433, with a taxable return of 6.03%[19] - The interest rate spread for the three months ended March 31, 2025, was 2.69%[19] - Highly liquid available funding as a percentage of uninsured deposits was 182.7% as of March 31, 2025[24]

Loan Portfolio and Credit Risk - A significant portion of the Corporation's loan portfolio consists of commercial real estate loans, which are generally viewed as having more risk of default compared to residential real estate loans[27]. - The Corporation's loan portfolio is primarily concentrated in the Northern tier/Northcentral regions of Pennsylvania, Southern tier of New York, and Southeastern and Southcentral Pennsylvania, making it vulnerable to local economic conditions[32]. - The Corporation has adopted the current expected credit loss (CECL) methodology for estimating credit losses, which may not prevent unexpected losses[26]. - The total outstanding balance of loans the Corporation has repurchased due to noncompliance was $2,671,000 as of December 31, 2024[141]. - The total provision for credit losses included $2,430,000 related to loans receivable and a credit of $235,000 for off-balance sheet exposures[147]. - The ACL on collectively evaluated commercial loans increased by $1,746,000, reflecting changes in external indexes and an increase in past due loans[149]. - Total nonperforming assets increased to $24.1 million as of December 31, 2024, up from $18.8 million in 2023, representing a rise of 28%[151]. - Nonperforming loans as a percentage of total loans was 1.26% at December 31, 2024, compared to 0.99% in 2023[158]. - The provision for credit losses on loans increased to $2.430 million in 2024 from $0.753 million in 2023, marking a growth of 223%[159]. Financial Performance and Assets - Total loans outstanding at December 31, 2024 were $1,895,848,000, an increase of $47,709,000 (2.6%) from December 31, 2023[136]. - Total gross loans increased to $1,895,848,000 in 2024, up from $1,848,139,000 in 2023, representing a growth of 2.6%[144]. - The Corporation's total commercial loans increased by $49,632,000 (3.6%) year-over-year, driven by growth in owner-occupied commercial real estate loans[137]. - Commercial loans represented 75% of the loan portfolio at year-end 2024, while residential loans accounted for 22%[135]. - Residential mortgage loans amounted to $408,009,000, representing 21.5% of total loans in 2024[144]. - The Corporation's mortgage-backed securities portfolio had a total balance of $449,923,000 with a weighted-average yield of 2.63%[133]. - The fair value of available-for-sale debt securities in excess of pledging obligations was $236,945,000 at December 31, 2024[169]. - As of December 31, 2024, the fair value of the Corporation's available-for-sale debt securities portfolio was $402.4 million, representing a decrease of 10.6% from the amortized cost basis[48]. Regulatory and Economic Environment - The Federal Reserve raised the Federal Funds rate to a range of 5.25% to 5.50% at December 31, 2023, after maintaining a rate of 0% to 0.25% throughout 2021[30]. - Regulatory changes and increased scrutiny on commercial real estate lending could lead to higher costs and restrictions on lending activities[28]. - The Corporation's financial condition could be adversely affected by significant fluctuations in interest rates and the interconnectedness of financial institutions[31][46]. Deposits and Funding - Total deposits reached $2,093,909,000 at December 31, 2024, an increase of $79,103,000 (3.9%) from $2,014,806,000 at December 31, 2023[170]. - Estimated uninsured deposits amounted to $632.8 million, or 30.0% of total deposits, up from $592.2 million, or 29.2% at December 31, 2023[171]. - Highly liquid available funding totaled $1.1 billion at December 31, 2024, representing 170.7% of uninsured deposits and 229.4% of total uninsured and uncollateralized deposits[172]. - The Corporation's total credit facilities amounted to $1,031,784,000 at December 31, 2024, an increase from $1,021,827,000 at December 31, 2023[168]. Personnel and Cybersecurity - The Corporation's ability to attract and retain qualified personnel is critical for its future success, with intense competition for talent in the financial services industry[34]. - Cybersecurity risks are a significant concern, as the Corporation collects and stores sensitive data, making it vulnerable to potential breaches and attacks[35]. Shareholder and Capital Management - During the year ended December 31, 2024, the Corporation repurchased 26,034 shares for a total cost of $443,000, at an average price of $17.02 per share[179]. - C&N Bank's Capital Conservation Buffer was 7.19% at December 31, 2024, exceeding the minimum requirement of 2.5%[177].

Financial Performance - Citizens & Northern (CZNC) reported quarterly earnings of $0.53 per share, exceeding the Zacks Consensus Estimate of $0.45 per share, and up from $0.28 per share a year ago, representing an earnings surprise of 17.78% [1] - The company posted revenues of $28.24 million for the quarter ended December 2024, surpassing the Zacks Consensus Estimate by 1.57%, compared to year-ago revenues of $25.27 million [2] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.43 on revenues of $27.7 million, and for the current fiscal year, it is $1.80 on revenues of $113.6 million [7] - The estimate revisions trend for Citizens & Northern is mixed, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market in the near future [6] Industry Context - The Banks - Northeast industry, to which Citizens & Northern belongs, is currently in the top 20% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Performance - Net income for Q4 2024 reached $8,174,000, a 91.83% increase from $4,261,000 in Q4 2023[1] - Net Income for Q4 2024 reached $8,174,000, a 92.5% increase from $4,261,000 in Q4 2023[7] - Basic Earnings per Common Share for Q4 2024 was $0.53, compared to $0.28 in Q4 2023, representing an increase of 89.29%[7] - Noninterest income decreased by 13.45% to $7,547,000 in Q4 2024, down from $8,720,000 in Q4 2023[1] - Noninterest Income for Q4 2024 was $7,547,000, compared to $8,720,000 in Q4 2023, a decrease of 13.41%[7] - Noninterest income for the year ended December 31, 2024, was $29,209,000, up from $27,453,000 in 2023, reflecting a growth of 6.4%[23] Asset and Equity Growth - Total assets increased by 3.78% to $2,610,653,000 as of December 31, 2024, from $2,515,584,000 in 2023[3] - Total Assets as of December 31, 2024, were $2,610,653,000, up from $2,515,584,000 a year earlier[8] - Total stockholders' equity increased to $275,284,000 from $262,381,000, marking a growth of 4.67%[8] - Total stockholders' equity as of December 31, 2024, was $275,450,000, up from $242,488,000 in 2023, indicating a growth of 13.6%[18] - Average Assets grew by 4.88% to $2,583,106 from $2,462,856[6] Loan and Deposit Trends - Loans, net increased by 2.56% to $1,875,813,000 in 2024, compared to $1,828,931,000 in 2023[5] - Total loans reached $1,895,848,000 as of December 31, 2024, up from $1,848,139,000 a year earlier, reflecting an increase of approximately 2.6%[10] - Total deposits rose by 3.93% to $2,093,909,000 in 2024, up from $2,014,806,000 in 2023[5] - Total deposits, including interest-bearing and demand deposits, reached $2,057,570,000 as of December 31, 2024, compared to $1,971,926,000 in 2023[20] Interest Income and Expense - Interest and dividend income increased by 10.23% to $33,329,000 in Q4 2024, compared to $30,236,000 in Q4 2023[1] - Total interest income for the three months ended December 31, 2024, was $33,546,000, an increase from $30,435,000 in the same period of 2023, representing a growth of 6.9%[16] - Net Interest Income for Q4 2024 was $20,473,000, up from $19,594,000 in Q4 2023, reflecting an increase of 4.49%[7] - Interest expense for the three months ended December 31, 2024, was $12,856,000, compared to $10,642,000 in the same period of 2023, indicating a rise of 20.8%[16] Credit Quality and Losses - The provision for credit losses showed a significant decrease of 155.84%, resulting in a credit provision of $(531,000) in Q4 2024, compared to $951,000 in Q4 2023[1] - The provision for credit losses was $(531,000) for the fourth quarter of 2024, indicating a reversal compared to a provision of $2,195,000 for the full year 2023[14] - Nonperforming Assets to Total Assets rose to 0.92%, an increase of 22.67% compared to 0.75%[6] - Total nonperforming assets were $24,142,000 as of December 31, 2024, compared to $18,845,000 a year earlier, reflecting an increase of approximately 28.5%[12] - Nonperforming loans as a percentage of total loans stood at 1.26% as of December 31, 2024, slightly down from 1.29% in the previous quarter and up from 0.99% a year ago[12] Efficiency and Ratios - Return on average assets (annualized) improved to 1.24% in Q4 2024, compared to 0.69% in Q4 2023, reflecting a 79.71% increase[5] - Efficiency Ratio improved to 68.04% from 69.51%, a decrease of 2.11%[6] - The interest rate spread for the three months ended December 31, 2024, was 2.59%, slightly down from 2.65% in the previous year[18] - The interest rate spread decreased to 2.59% for the year ended December 31, 2024, down from 2.91% in 2023[20] Securities and Investments - Total Available-for-Sale Debt Securities amounted to $449,923,000 with a fair value of $402,380,000 as of December 31, 2024, compared to $464,968,000 and $415,755,000 respectively as of December 31, 2023, indicating a decrease in both categories[9] - The company reported a net gain from sales of loans of $1,158,000 for the year ended December 31, 2024, compared to $723,000 in 2023, reflecting a significant increase of 60.1%[23] Liquidity - Estimated total uninsured deposits were $632,804,000 as of December 31, 2024, representing 22.3% of total deposits[25] - Highly liquid available funding as a percentage of uninsured deposits was 170.7% as of December 31, 2024, indicating strong liquidity management[25]