EX-99.2 3 cznc-20210121xex99d2.htm EX-99.2

EXHIBIT 99.2

Graphic

December 31, 2020

QUARTERLY REPORT

Dear Shareholder:

We began our first three Quarterly Reports in 2020 by addressing COVID-19 and this Fourth Quarter Report is no different. As projected by healthcare professionals, there was a resurgence in the spread of the virus world-wide as we approached year-end, leading to renewed restrictions on activity late in the quarter. Vaccination distribution started in mid-December, supporting optimism that the health risks associated with COVID will begin to decline in the first half of 2021. The impact on economic activity from the latest restrictions and the timing and effectiveness of vaccine protocols is still unclear. The entire team at C&N remains committed to supporting the health and welfare of our Team, customers and communities while playing our essential role in supporting the local and regional economic activity.

The November election was the other major story during the quarter. Former Vice President Joe Biden was elected President and the final U.S. Senate races were decided in early January. The White House and both houses of Congress are now controlled by democrats, which will lead to policy changes impacting our industry. The contentious nature of the election and subsequent events adds another dynamic to already challenging circumstances.

Despite the pandemic and political environment, financial markets continued to show strength during the quarter as measured by the major stock market averages and liquidity in the bond and money markets. In late December, a second economic stimulus bill was enacted that includes, among other things, another round of PPP funding for small businesses. This action, combined with the ongoing, extraordinary steps taken by the Federal Reserve to hold interest rates at historically low levels, is providing near-term support for the economy.

C&N’s efforts to support customers with PPP loans, payment deferrals, cash management and investment guidance through our wealth management group remain consistent. We are actively engaged with individual customers to determine their needs and appropriate solutions. The forgiveness process for round one PPP loans and gearing up for round two was a focus during the fourth quarter.

After adjusting for merger related expenses, gains on the sale of securities and losses on prepayment of borrowings in both 2019 and 2020, fourth quarter earnings increased from $5.7 million to $8.1 million or 42%. Earnings per share, on the same adjusted basis, increased 21% to $.51 per share, with the difference between adjusted earnings and EPS growth attributable to the additional shares issued in the Covenant acquisition. Net interest income for the quarter increased 38% while the net interest margin of 3.76% was essentially unchanged from the fourth quarter of 2019. Accelerated recognition of fees from PPP loans contributed to the growth in net interest income as almost 20% of C&N’s PPP loans were repaid by the SBA in the fourth quarter 2020 based on forgiveness granted to the underlying borrowers.

The provision for loan losses of $620,000 was consistent with the $652,000 provision during the fourth quarter of 2019. Noninterest income increased by 30% primarily due to strong gains on the sale of mortgage loans. Noninterest expenses, excluding merger-related expenses and loss on prepayment of borrowings, were 33% above the fourth quarter of 2019, driven primarily by the Covenant acquisition and overall personnel related costs.

1


On the same adjusted basis, earnings for the year ended December 31, 2020 grew by 17% and earnings per share increased by 5% compared to 2019, reflecting the benefits of growth related to the Monument and Covenant acquisitions. Net interest income for the year increased 24% due to a larger balance sheet, and despite a decline in the net interest margin to 3.69% from 3.86%. The provision for loan losses increased $3.1 million as compared to 2019, including the impact in 2020 of a $2.2 million charge-off on one commercial loan. Total noninterest income grew by 26% 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 and loss on prepayment of borrowings, increased 22%. This growth was substantially due to the inclusion of former Monument operations for twelve months during 2020 compared to nine months in 2019 and the inclusion of Covenant expenses for the second half of 2020. Increased data processing costs, professional fees and various other expenses also contributed.

C&N faces the ongoing COVID crisis and related uncertainties from a position of strength. This is especially evident in our capital ratios, which are at levels that demonstrate the capacity to absorb significant credit losses, if they arise, while continuing to meet regulatory requirements to be considered well capitalized. This strength was reinforced once again by the Board’s declaration of the regular quarterly cash dividend of $.27 per share to shareholders of record on February 1, 2021, payable on February 12, 2021.

In closing, I want to thank the C&N Team for their extraordinary commitment to our Company in 2020. Our mission of creating value through relationships was in clear view throughout the year as this group delivered for each other, our customers and those in need across all the communities we serve. In addition, we finished the year with outstanding financial results and remain poised to continue our profitable growth as we drive into 2021.

As always, we appreciate your confidence in this team and support of our Company.

Graphic

J. Bradley Scovill

President and CEO

2


CONDENSED, CONSOLIDATED EARNINGS INFORMATION

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

    

4TH

    

4TH

    

    

    

    

 

QUARTER

QUARTER

 

2020

2019

 

(Current)

(Prior Year)

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

21,859

$

17,290

$

4,569

 

26.43

%

Interest Expense

 

2,104

 

2,999

 

(895)

 

(29.84)

%

Net Interest Income

 

19,755

 

14,291

 

5,464

 

38.23

%

Provision for Loan Losses

 

620

 

652

 

(32)

 

(4.91)

%

Net Interest Income After Provision for Loan Losses

 

19,135

 

13,639

 

5,496

 

40.30

%

Noninterest Income

 

6,565

 

5,066

 

1,499

 

29.59

%

Net Gains on Available-for-sale Debt Securities

 

144

 

3

 

141

 

4,700.00

%

Loss on Prepayment of Borrowings

1,636

0

1,636

Merger-Related Expenses

 

182

 

281

 

(99)

 

(35.23)

%

Other Noninterest Expenses

 

15,775

 

11,834

 

3,941

 

33.30

%

Income Before Income Tax Provision

 

8,251

 

6,593

 

1,658

 

25.15

%

Income Tax Provision

 

1,481

 

1,135

 

346

 

30.48

%

Net Income

$

6,770

$

5,458

$

1,312

 

24.04

%

Net Income Attributable to Common Shares (1)

$

6,727

$

5,431

$

1,296

 

23.86

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

0.43

$

0.40

$

0.03

 

7.50

%

Net Income - Diluted

$

0.43

$

0.40

$

0.03

 

7.50

%

Dividend Per Share - Quarterly

$

0.27

$

0.27

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic

 

15,799,436

 

13,642,286

 

  

 

  

Number of Shares Used in Computation - Diluted

 

15,801,068

 

13,663,736

 

  

 

  

3


CONDENSED, CONSOLIDATED EARNINGS INFORMATION

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

YEARS ENDED

 

December 31, 

 

2020

2019

 

    

(Current)

    

(Prior Year)

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

77,160

$

64,771

$

12,389

 

19.13

%

Interest Expense

 

9,595

 

10,283

 

(688)

 

(6.69)

%

Net Interest Income

 

67,565

 

54,488

 

13,077

 

24.00

%

Provision for Loan Losses

 

3,913

 

849

 

3,064

 

360.90

%

Net Interest Income After Provision for Loan Losses

 

63,652

 

53,639

 

10,013

 

18.67

%

Noninterest Income

 

24,344

 

19,284

 

5,060

 

26.24

%

Net Gains on Available-for-sale Debt Securities

 

169

 

23

 

146

 

634.78

%

Loss on Prepayment of Borrowings

 

1,636

 

0

 

1,636

 

Merger-Related Expenses

 

7,708

 

4,099

 

3,609

 

88.05

%

Other Noninterest Expenses

 

55,609

 

45,438

 

10,171

 

22.38

%

Income Before Income Tax Provision

 

23,212

 

23,409

 

(197)

 

(0.84)

%

Income Tax Provision

 

3,990

 

3,905

 

85

 

2.18

%

Net Income

$

19,222

$

19,504

$

(282)

 

(1.45)

%

Net Income Attributable to Common Shares (1)

$

19,106

$

19,404

$

(298)

 

(1.54)

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic

$

1.30

$

1.46

$

(0.16)

 

(10.96)

%

Net Income - Diluted

$

1.30

$

1.46

$

(0.16)

 

(10.96)

%

Dividend Per Share - Quarterly

$

1.08

$

1.08

$

0.00

 

0.00

%

Dividend Per Share - Special

$

0.00

$

0.10

$

(0.10)

 

(100.00)

%

Number of Shares Used in Computation - Basic

 

14,743,386

 

13,298,736

 

  

 

  

Number of Shares Used in Computation - Diluted

 

14,747,048

 

13,321,559

 

  

 

  

(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)

December 31, 

December 31, 

December 31,  2020 vs 2019

 

    

2020

    

2019

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

101,857

$

35,202

$

66,655

 

189.35

%

Available-for-sale Debt Securities

 

349,332

 

346,723

 

2,609

 

0.75

%

Loans Held for Sale

 

942

 

767

 

175

 

22.82

%

Loans, Net

 

1,632,824

 

1,172,386

 

460,438

 

39.27

%

Bank-Owned Life Insurance

30,096

18,641

11,455

61.45

%

Bank Premises and Equipment, net

21,526

17,170

4,356

25.37

%

Intangible Assets

 

56,356

 

29,635

 

26,721

 

90.17

%

Other Assets

 

46,167

 

33,621

 

12,546

 

37.32

%

TOTAL ASSETS

$

2,239,100

$

1,654,145

$

584,955

 

35.36

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

1,820,469

$

1,252,660

$

567,809

 

45.33

%

Repo Sweep Accounts

 

1,956

 

1,928

 

28

 

1.45

%

Total Deposits and Repo Sweeps

 

1,822,425

 

1,254,588

 

567,837

 

45.26

%

Borrowed Funds

 

72,674

 

136,419

 

(63,745)

 

(46.73)

%

Subordinated Debt

 

16,553

 

6,500

 

10,053

 

154.66

%

Other Liabilities

 

27,692

 

12,186

 

15,506

 

127.24

%

TOTAL LIABILITIES

 

1,939,344

 

1,409,693

 

529,651

 

37.57

%

SHAREHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Shareholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Income (Loss)

 

287,961

 

240,761

 

47,200

 

19.60

%

Accumulated Other Comprehensive Income (Loss):

 

  

 

  

 

  

 

  

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

 

11,676

 

3,511

 

8,165

 

232.55

%

Defined Benefit Plans

 

119

 

180

 

(61)

 

(33.89)

%

TOTAL SHAREHOLDERS' EQUITY

 

299,756

 

244,452

 

55,304

 

22.62

%

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY

$

2,239,100

$

1,654,145

$

584,955

 

35.36

%

5