-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LmEZ/JjWRxwHEbUwiWBggyAvdv06UeI89noUy+QrUbqsOUT9uyTl4Ib3DXkP1WK2 AdTSKbZqtHeCx3K6jTC0cQ== 0000950152-03-006751.txt : 20030710 0000950152-03-006751.hdr.sgml : 20030710 20030710154340 ACCESSION NUMBER: 0000950152-03-006751 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS & NORTHERN CORP CENTRAL INDEX KEY: 0000810958 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232451943 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16084 FILM NUMBER: 03781954 BUSINESS ADDRESS: STREET 1: THOMPSON ST CITY: RALSTON STATE: PA ZIP: 17763 BUSINESS PHONE: 7172656171 MAIL ADDRESS: STREET 1: 90-92 MAIN ST CITY: WELLSBORO STATE: PA ZIP: 16901 8-K 1 l01970ae8vk.txt CITIZENS & NORTHERN CORPORATION 8-K 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 Date of Report (Date of earliest event reported) June 30, 2003 ------------- CITIZENS & NORTHERN CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 - ------------------------------- ------------------ ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 90-92 Main Street, Wellsboro, PA 16901 - ---------------------------------------- --------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (570) 724-3411 -------------- N/A ----- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated July 10, 2003, titled "C&N Announces June 30, 2003 Unaudited Financial Results." Exhibit 99.2: Quarterly Report, which includes unaudited financial information. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION PROVIDED PURSUANT TO ITEM 12, DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION). Craig G. Litchfield, chairman, president and chief executive officer, recently announced the unaudited, consolidated financial results for Citizens & Northern Corporation and subsidiaries for the six months ended June 30, 2003, and for second quarter 2003. On July 10, 2003, Citizens & Northern Corporation issued a press release titled "C&N Announces June 30, 2003 Unaudited Financial Results," a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Also on July 10, 2003, Citizens & Northern Corporation completed its "Quarterly Report," a report that includes unaudited financial information. The Quarterly Report will be mailed to shareholders with the quarterly dividend checks to be issued July 17, 2003. A copy of the Quarterly Report is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. CITIZENS & NORTHERN CORPORATION Date: 7/10/03 /s/ Craig G. Litchfield ----------------------------------------------- By: Craig G. Litchfield Chairman, President and Chief Executive Officer EX-99.1 3 l01970aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE CITIZENS & NORTHERN BANK Contact: Yvonne Gill July 10, 2003 570-724-0212 ygill@cnbankpa.com C&N ANNOUNCES JUNE 30, 2003 UNAUDITED FINANCIAL RESULTS FOR IMMEDIATE RELEASE: Wellsboro, PA - Craig G. Litchfield, chairman, president and chief executive officer, recently announced the unaudited, consolidated financial results for Citizens & Northern Corporation and subsidiaries for the six months ended June 30, 2003, and for the second quarter 2003, which are highlighted below. FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED JUNE 30, 2003: - ------------------------------------------------------------ o Net Income increased 4%, to $7,992,000 for the six months ended June 30, 2003, from $7,658,000 for the first six months of 2002. Net Income Per Share rose to $1.00 (Basic) and $0.99 (Diluted) for the six months ended June 30, 2003, as compared to $0.96 (Basic) and $0.95 (Diluted) for the first six months of 2002. Per Share amounts have been retroactively adjusted for the effects of a 3-for-2 stock split issued in April 2003. o Return on Average Assets was 1.57% for the first six months of 2003, as compared to 1.68% for the first six months of 2002. Return on Average Equity was 13.33% for the first six months of 2003, as compared to 14.93% for the first six months of 2002. o Total assets amounted to $1,059,335,000 as of June 30, 2003, an increase of 12% over total assets of $947,435,000 as of June 30, 2002. Net loans increased $70,210,000, or 17%, as of June 30, 2003, compared to one year earlier. o Shareholders' Equity/Average Assets Ratio was 10.61% as of June 30, 2003. This safety and soundness measurement needs to be at a minimum of 5% to be considered well capitalized by banking regulatory agencies. o Cash Dividends declared by C&N increased by 12.5% for the first six months of 2003 over the first six months of 2002, to $0.42 per share. Net interest income of $15,541,000 in the first six months of 2003 was $437,000 (3%) higher than the corresponding 2002 amount of $15,104,000. Also, mainly because of a higher concentration in tax-exempt assets, the income tax provision for the six months ended June 30, 2003 was $249,000 lower than in the first six months of 2002. Net realized gains from securities increased $662,000, to $2,629,000 in the six months ended June 30, 2003 from $2,007,000 in the first six months of 2002. Noninterest expense increased $534,000 (5%) in the first six months of 2003 over the same period of 2002. The provision for loan losses of $600,000 for the first six months ended June 30, 2003 was $240,000 higher than the amount recorded in the first six months of 2002. Noninterest income was $200,000 (6%) lower for the first six months of 2003 than in the first six months of 2002. FINANCIAL HIGHLIGHTS FOR THE SECOND QUARTER 2003: - ------------------------------------------------- o Net Income for the second quarter 2003 was $3,920,000, an increase of $100,000 (3%) over the second quarter 2002. Net Income Per Share was $0.49 (Basic and Diluted) for the second quarter 2003, as compared to $0.48 (Basic and Diluted) for the second quarter 2002. o Net Income for the second quarter 2003 was down $152,000 (4%) from the first quarter 2003. Net realized security gains amounted to $908,000 in the second quarter 2003, down from $1,721,000 in the first quarter 2003. o Cash Dividends declared increased to $0.21 per share for the second quarter 2003 from $0.19 per share for the second quarter 2002. Citizens & Northern Bank is a wholly-owned subsidiary of Citizens & Northern Corporation. Citizens & Northern Bank provides complete financial and investment services through 17 full service offices located throughout Tioga, Bradford, Sullivan and Lycoming, Pennsylvania counties. C&N can be found on the web at www.cnbankpa.com. The Company's stock trades on the Over-the-Counter Bulletin Board under the symbol CZNC.OB. EX-99.2 4 l01970aexv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CITIZENS & NORTHERN BANK 90-92 Main Street, P.O. Box 58 Wellsboro, PA 16901 Phone: (570) 724-3411 Fax: (570) 723-8097 E-Mail: cnemail@cnbankpa.com Web Page: http://www.cnbankpa.com -------------------- ----------------------- Stock Symbol: CZNC.OB Chartered 1864 FEDERAL DEPOSIT INSURANCE CORP QUARTERLY REPORT JUNE 30, 2003 Dear Shareholder: While your company delivers quality performance, we are beginning to see the effects of the continued decline in market interest rates. The interest margin has grown due to increases in earning assets - Loans up 17.27% and Available-for-Sale Securities by 6.39%. However, the interest spread, the difference between the cost of funds and the yield on earning assets, has diminished as yields on our loan and securities portfolios drop faster and greater than our ability to reduce interest paid on deposits and borrowed funds. Total Assets have increased by 11.81% year over year, with Net Loans up 17.27% and Available for Sale Securities up 6.39%. Deposits and Repo Sweeps also increased 7.14% over the same period. Trust Assets Under Management are up 3.59%. Net Income for the six months ended June 30th, 2003 is up 4.36% over the same period in 2002. The Interest Margin After Provision for Loan Losses shows an increase for the period of just 1.34%. Other Income decreased by 5.9% and Net Realized Security Gains increased by nearly 31%. Most of the security gains were from the equity portion of our portfolio, which has appreciated significantly in the past year. Other Expenses have increased mostly due to salary and benefits costs. Earnings per Share (Basic and Diluted) increased by 4 cents. Dividends paid for the first two quarters of 2003 have increased by 12.5% compared to the same period last year. Loan quality shows very little deterioration with Nonperforming Assets as a percentage of Total Assets virtually unchanged. We have allowed our Allowance for Loan Losses to decrease, as a percentage of Total Loans, to 1.21%, as loan quality remains strong. Our Risk-Based Capital Ratio remains at a high 20.02% and Shareholder Equity to Average Assets is 10.61%. The market value of our stock has increased by 33.45% year over year with a resulting increase in the Price Earnings Multiple to 12.91%, which is still low compared to our peers. We are formulating our plans and taking steps toward our entry into the Williamsport market. It is our intention to have an office opened before year-end, subject to appropriate regulatory approval. We will share more with you in future communiques. We appreciate your continued support. Craig G. Litchfield Chairman, President & CEO CITIZENS & NORTHERN CORPORATION BOARD OF DIRECTORS CRAIG G. LITCHFIELD CHAIRMAN OF THE BOARD ----------------------------------------- Dennis F. Beardslee Leo F. Lambert R. Robert DeCamp Edward L. Learn Jan E. Fisher Edward H. Owlett, III R. Bruce Haner Leonard Simpson Susan E. Hartley James E. Towner Karl W. Kroeck Ann M. Tyler DIRECTORS EMERITI J. Robert Bower F. David Pennypacker Lawrence F. Mase Donald E. Treat OFFICERS Craig G. Litchfield Chairman, President and Chief Executive Officer Mark A. Hughes Treasurer Kathleen M. Osgood Corporate Secretary CITIZENS & NORTHERN BANK OFFICES 428 S. Main Street, ATHENS, PA 18810 570-888-2291 111 Main Street, DUSHORE, PA 18614 570-928-8124 Main Street, EAST SMITHFIELD, PA 18817 570-596-3131 104 Main Street, ELKLAND, PA 16920 814-258-5111 102 E. Main Street, KNOXVILLE, PA 16928 814-326-4151 Main Street, LAPORTE, PA 18626 570-946-4011 Main Street, LIBERTY, PA 16930 570-324-2331 1085 S. Main Street, MANSFIELD, PA 16933 570-662-1111 Route 220, MONROETON, PA 18832 570-265-2157 3461 Rte.405 Highway, MUNCY, PA 17756 570-546-6666 Thompson Street, RALSTON, PA 17763 570-995-5421 503 N. Elmira Street, SAYRE, PA 18840 570-888-2220 41 Main Street, TIOGA, PA 16946 570-835-5236 428 Main Street, TOWANDA, PA18848 570-265-6171 Court House Square, TROY, PA 16947 570-297-2159 90-92 Main Street, WELLSBORO, PA 16901 570-724-3411 Route 6, WYSOX, PA 18854 570-265-9148 TRUST & FINANCIAL MANAGEMENT GROUP 90-92 Main Street, Wellsboro, PA 16901 800-487-8784 428 Main Street, Towanda, PA 18848 888-987-8784 428 S. Main St., Athens, PA 18810 888-760-8192 3461 Rte 405 Highway, Muncy, PA 17756 570-546-6666 ACCOUNT SERVICES 90-92 Main St, Wellsboro, PA 16901 800-726-2265 BANKCARD SERVICES RR 7, Wellsboro PA 16901 800-676-6639 INTERNET BANKING 90-92 Main St., Wellsboro, PA 16901 570-724-0266 www.cnbankpa.com C&N FINANCIAL SERVICES CORPORATION 68 Main Street, Wellsboro, PA 866-ASK-CNFS www.cnfinancialservices.com CONSOLIDATED STATEMENT OF INCOME (In Thousands, Except Per Share Data) (Unaudited)
3 MONTHS ENDED 6 MONTHS ENDED JUNE JUNE 2003 2002 2003 2002 (CURRENT) (PRIOR YR) (CURRENT) (PRIOR YR) ---------- ---------- ---------- ---------- Interest and Dividend Income $ 13,943 $ 14,523 $ 27,873 $ 28,165 Interest Expense 6,089 6,745 12,332 13,061 ---------- ---------- ---------- ---------- Interest Margin 7,854 7,778 15,541 15,104 Provision for Loan Losses 250 180 600 360 ---------- ---------- ---------- ---------- Interest Margin After Provision for Loan Losses 7,604 7,598 14,941 14,744 Other Income 1,628 1,681 3,168 3,368 Realized Gains on Securities, Net 908 781 2,629 2,007 Other Expenses 5,356 5,248 10,888 10,354 ---------- ---------- ---------- ---------- Income Before Income Tax Provision 4,784 4,812 9,850 9,765 Income Tax Provision 864 992 1,858 2,107 ---------- ---------- ---------- ---------- NET INCOME $ 3,920 $ 3,820 $ 7,992 $ 7,658 ========== ========== ========== ========== PER SHARE DATA (**): Net Income - Basic $ 0.49 $ 0.48 $ 1.00 $ 0.96 Net Income - Diluted $ 0.49 $ 0.48 $ 0.99 $ 0.95 Dividend Per Share $ 0.21 $ 0.1867 $ 0.42 $ 0.3733 Number Shares Used in Computation - Basic 8,007,797 8,008,290 8,007,428 8,011,743 Number Shares Used in Computation - Diluted 8,057,376 8,029,761 8,047,436 8,029,617
CONSOLIDATED BALANCE SHEET (In Thousands, Except Per Share Data) (Unaudited)
JUNE 30, JUNE 30, 2003 2002 ---------- ---------- ASSETS Cash & Due from Banks $ 21,433 $ 15,637 Available-for-Sale Securities 508,312 477,788 Loans, Net 476,640 406,430 Other Assets 52,950 47,580 ---------- ---------- TOTAL ASSETS $1,059,335 $ 947,435 ========== ========== LIABILITIES Deposits $ 657,076 $ 611,846 Repo Sweep Accounts 16,307 16,675 ---------- ---------- Total Deposits and Repo Sweeps 673,383 628,521 Borrowed Funds 239,652 199,793 Other Liabilities 23,313 10,413 ---------- ---------- TOTAL LIABILITIES 936,348 838,727 ---------- ---------- SHAREHOLDERS' EQUITY Shareholders' Equity, Excluding Net Unrealized Gains/Losses on Available-for sale Securities 108,292 99,420 Net Unrealized Gains/Losses on Available- for-sale Securities (*) 14,695 9,288 ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 122,987 108,708 ---------- ---------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $1,059,335 $ 947,435 ========== ==========
CONSOLIDATED FINANCIAL HIGHLIGHTS (In Thousands, Except Per Share Data) (Unaudited)
6 MONTHS ENDED % JUNE INCREASE 2003 2002 (DECREASE) ---- ---- ---------- EARNINGS PERFORMANCE Net Income $ 7,992 $ 7,658 4.36% Return on Average Assets 1.57% 1.68% -6.55% Return on Average Assets, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 1.60% 1.69% -5.33% Return on Average Equity 13.33% 14.93% -10.72% Return on Average Equity, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 15.07% 15.80% -4.62% BALANCE SHEET HIGHLIGHTS Total Assets $1,059,335 $947,435 11.81% Available-for-Sale Securities 508,312 477,788 6.39% Loans (Net) 476,640 406,430 17.27% Allowance for Loan Losses 5,860 5,354 9.45% Deposits and Repo Sweep Accounts 673,383 628,521 7.14% Trust Assets Under Management 304,223 293,675 3.59% SHAREHOLDERS' VALUE (PER SHARE) (**) Net Income - Basic $ 1.00 $ 0.96 4.17% Net Income - Diluted $ 0.99 $ 0.95 4.21% Dividends $ 0.42 $ 0.3733 12.51% Book Value $ 15.35 $ 13.58 13.03% Book Value, Excluding Unrealized Gains/Losses on Available-for- sale Securities (***) $ 13.52 $ 12.42 8.86% Market Value (Last Trade) $ 25.81 $ 19.34 33.45% Market Value / Book Value 168.14% 142.42% 18.06% Market Value / Book Value, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 190.90% 155.72% 22.59% Price Earnings Multiple 12.91 10.07 28.20% Dividend Yield 3.25% 3.86% -15.80% SAFETY AND SOUNDNESS Shareholders' Equity / Average Assets, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 10.61% 10.70% -0.84% Nonperforming Assets / Total Assets 0.15% 0.15% 0.00% Allowance for Loan Losses / Total Loans 1.21% 1.30% -6.92% Risk Based Capital Ratio 20.02% 21.46% -6.71%
CONSOLIDATED FINANCIAL HIGHLIGHTS (In Thousands, Except Per Share Data) (Unaudited) (Continued)
6 MONTHS ENDED % JUNE INCREASE 2003 2002 (DECREASE) ---- ---- ---------- AVERAGE BALANCES Average Assets $1,020,664 $ 911,571 11.97% Average Assets, Excluding Unrealized Gains/Losses on Available-for-sale Securities 999,661 905,914 10.35% Average Equity 119,944 102,612 16.89% Average Equity, Excluding Unrealized Gains/Losses on Available-for-sale Securities 106,068 96,955 9.40%
(*) Net unrealized gains/losses on available-for-sale securities are presented as "Accumulated Other Comprehensive Income" in the annual and quarterly financial statements filed with the Securities and Exchange Commission. (**) For purposes of per share calculations, the market value and number of outstanding shares have been retroactively adjusted for the effects of the 3-for-2 stock split issued in April 2003, and for 1% stock dividends issued in January of each year presented. (***) Generally accepted accounting principles ("GAAP") require that available-for-sale securities be reported at fair value, with unrealized gains and losses excluded from earnings and reported separately through shareholders' equity, net of tax. Management believes there is an inherent mismatch between the income statement and balance sheet related to unrealized gains/losses that may create a material inconsistency in the calculation of earnings-based ratios. Further, the amount of unrealized gains or losses may vary widely from period-to-period, depending on the financial markets as a whole and interest rate movements. Therefore, management has provided these "non-GAAP" ratios because we believe they provide meaningful information for evaluating the Corporation's financial position and results of operations. -----END PRIVACY-ENHANCED MESSAGE-----