-----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, GqFZpEPmGgdb8Oi7XX4J8WYCx83xvY6D3o6Ji8auJnT1FL3FhI5c+BRciYbN716v jmE9LPGl9Zo6zVo7hkQ4zg== 0000950152-04-002782.txt : 20040409 0000950152-04-002782.hdr.sgml : 20040409 20040409132223 ACCESSION NUMBER: 0000950152-04-002782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040409 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: 04726745 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 l06948ae8vk.txt CITIZENS & NORTHERN CORPORATION 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) March 31, 2004 -------------- CITIZENS & NORTHERN CORPORATION ------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of 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 April 9, 2004, titled "C&N Announces First Quarter 2004 Unaudited Financial Results." Exhibit 99.2: Quarterly Report, which includes unaudited financial information. ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Citizens & Northern Corporation announced the unaudited, consolidated financial results for Citizens & Northern Corporation and subsidiaries for the first quarter 2004. On April 9, 2004, Citizens & Northern Corporation issued a press release titled "C&N Announces First Quarter 2004 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 April 9, 2004, 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 April 20, 2004. 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: 4/9/04 By: /s/ Craig G. Litchfield ----------------------- Chairman, President and Chief Executive Officer EX-99.1 3 l06948aexv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 PRESS RELEASE CITIZENS & NORTHERN BANK logo Contact: Yvonne Gill April 9, 2004 570-724-0212 ygill@cnbankpa.com C&N ANNOUNCES FIRST QUARTER 2004 UNAUDITED FINANCIAL RESULTS FOR IMMEDIATE RELEASE: Wellsboro, PA - Citizens & Northern Corporation announced the unaudited, consolidated financial results for Citizens & Northern Corporation and subsidiaries for the first quarter 2004. FINANCIAL HIGHLIGHTS FOR THE FIRST QUARTER 2004: o Net Income was $3,706,000 in the first quarter 2004, down 9% from net income of $4,072,000 in the first quarter 2003. Net realized gains from securities amounted to $964,000 in the first quarter 2004, down from $1,721,000 in the first quarter 2003. Most of the securities gains in each period were from sales of stocks of banks and bank holding companies. Noninterest expense increased $696,000 (12.6%) in the first quarter 2004 over the first quarter 2003. In the first quarter 2004, the Corporation hired several new employees and incurred other start-up expenses associated with the new Williamsport, PA facility. Net interest income was $8,312,000 in the first quarter 2004, up 8.1% from the first quarter 2003 amount of $7,687,000, mainly as a result of growth in loans and from lower interest rates on deposits and borrowed funds. The income tax provision for the first quarter 2004 was $377,000 lower than the income tax provision for the first quarter 2003, reflecting a lower effective tax rate. o Net Income in the first quarter 2004 was $641,000, or 14.7%, lower than fourth quarter 2003 Net Income of $4,347,000. Net realized gains from securities were $546,000 lower in the first quarter 2004 than in the fourth quarter 2003, and noninterest expense was $338,000 (5.7%) higher in the first quarter 2004 than in the fourth quarter 2003. o Net Income Per Share was $0.46 (Basic) and $0.45 (Diluted) in the first quarter 2004, as compared to $0.50 (Basic and Diluted) in the first quarter 2003, and $0.53 (Basic and Diluted) in the fourth quarter 2003. o Return on Average Assets was 1.38% for the first quarter 2004, as compared to 1.62% for the first quarter 2003. Return on Average Equity was 11.45% for the first quarter 2004, as compared to 13.83% for the first quarter 2003. o Total assets amounted to $1,121,127,000 as of March 31, 2004, an increase of 9.4% over total assets of $1,024,687,000 as of March 31, 2003. Net loans increased $65,136,000, or 14.1%, as of March 31, 2004, compared to one year earlier. o Shareholders' Equity/Average Assets Ratio was 10.95% as of March 31, 2004. 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 4.8% for the first quarter 2004 over the first quarter 2003, to $0.22 per share. 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's 18th office at the C&N Center at the Market Street Bridge in Williamsport will open in May. 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 l06948aexv99w2.txt EX-99.2 QUARTERLY REPORT EXHIBIT 99.2 CITIZENS & NORTHERN CORPORATION logo 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 MARCH 31, 2004 Dear Shareholder: It is a pleasure to report the first quarter 2004 financial condition and net income of your company. Even though the low interest rate environment continues to erode our interest rate spread, we have successfully increased our interest margin by growing our earning assets, especially net loans, which are up 14.15% over last year. Total assets increased 9.41% to $1.121 billion. The interest margin increased 8.1% as compared to the first quarter of 2003. Total revenue, which includes interest margin plus other income before realized security gains, increased 7.7%. However, due to a reduction in realized security gains of $757 thousand and a $696,000 increase in non-interest expense (a great deal of which can be attributed to new hires and start-up expenses related to our new Williamsport facility), net income for the quarter decreased by 9% when compared to the first quarter of 2003. Asset quality as measured by non-performing assets to total assets remains strong. Shareholder equity before net unrealized gains/losses on available-for-sale securities increased 9.1%. The first quarter dividend of 22 cents per share is a 4.76% increase over last year. As forecasted previously, our Trust and Financial Management staff and Commercial Lending staff did move into to their new Williamsport Market Street offices in February. We have been fortunate in acquiring some very talented people who will lead C&N's effort to build banking, employee benefit, investment management and trust relationships in the region. We believe the prospects for a successful entry into the market are strong, and we are continuing to identify prospective branch sites in and around the Williamsport and Lycoming County area. The branch facility on Market Street should be opened by May. After a great deal of investigation and review, our search for a new core data processing system successfully ended. We were seeking cutting edge and highly flexible software that would enhance our efforts to better serve our customers. We believe The Complete Banking Solution(R) from Open Solutions, Inc. is the right choice for C&N. We expect the conversion to be implemented before year-end. Fortunately, we have a great team working on this project. Thank you for 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 MARCH 2004 2003 (CURRENT) (PRIOR YR) --------- ---------- Interest and Dividend Income $ 14,015 $ 13,930 Interest Expense 5,703 6,243 - --------------------------------------------------------------------------------------------- Interest Margin 8,312 7,687 Provision for Loan Losses 350 350 - --------------------------------------------------------------------------------------------- Interest Margin After Provision for Loan Losses 7,962 7,337 Other Income 1,625 1,540 Realized Gains on Securities, Net 964 1,721 Other Expenses 6,228 5,532 - --------------------------------------------------------------------------------------------- Income Before Income Tax Provision 4,323 5,066 Income Tax Provision 617 994 - --------------------------------------------------------------------------------------------- NET INCOME $ 3,706 $ 4,072 ============================================================================================= PER SHARE DATA (**): Net Income - Basic $0.46 $0.50 Net Income - Diluted $0.45 $0.50 Dividend Per Share $0.22 $0.21 Number Shares Used in Computation - Basic 8,112,061 8,087,124 Number Shares Used in Computation - Diluted 8,168,162 8,115,839
CONSOLIDATED BALANCE SHEET (In Thousands, Except Per Share Data) (Unaudited)
MARCH 31, MARCH 31, 2004 2003 --------- --------- ASSETS Cash & Due from Banks $ 14,149 $ 21,573 Available-for-Sale Securities 526,985 495,028 Loans, Net 525,561 460,425 Other Assets 54,432 47,661 - --------------------------------------------------------------------------------------------- TOTAL ASSETS $ 1,121,127 $ 1,024,687 ============================================================================================= LIABILITIES Deposits $ 650,920 $ 648,357 Repo Sweep Accounts 20,282 16,113 - --------------------------------------------------------------------------------------------- Total Deposits and Repo Sweeps 671,202 664,470 Borrowed Funds 284,784 227,708 Other Liabilities 34,899 13,464 - --------------------------------------------------------------------------------------------- TOTAL LIABILITIES 990,885 905,642 - --------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Shareholders' Equity, Excluding Net Unrealized Gains/Losses on Available-for sale Securities 115,630 105,942 Net Unrealized Gains/Losses on Available- for-sale Securities (*) 14,612 13,103 - --------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 130,242 119,045 - --------------------------------------------------------------------------------------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 1,121,127 $ 1,024,687 =============================================================================================
CONSOLIDATED FINANCIAL HIGHLIGHTS (In Thousands, Except Per Share Data) (Unaudited)
3 MONTHS ENDED % MARCH INCREASE 2004 2003 (DECREASE) ------------- ------------- ---------- EARNINGS PERFORMANCE Net Income $ 3,706 $ 4,072 -8.99% Return on Average Assets 1.38% 1.62% -14.81% Return on Average Assets, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 1.40% 1.65% -15.15% Return on Average Equity 11.45% 13.83% -17.21% Return on Average Equity, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 12.88% 15.50% -16.90% BALANCE SHEET HIGHLIGHTS Total Assets $ 1,121,127 $ 1,024,687 9.41% Available-for-Sale Securities 526,985 495,028 6.46% Loans (Net) 525,561 460,425 14.15% Allowance for Loan Losses 6,370 5,337 19.36% Deposits and Repo Sweep Accounts 671,202 664,470 1.01% Trust Assets Under Management 353,762 278,548 27.00% SHAREHOLDERS' VALUE (PER SHARE) (**) Net Income - Basic $ 0.46 $ 0.50 -8.00% Net Income - Diluted $ 0.45 $ 0.50 -10.00% Dividends $ 0.22 $ 0.21 4.76% Book Value $ 16.04 $ 14.73 8.89% Book Value, Excluding Unrealized Gains/Losses on Available-for- sale Securities (***) $ 14.24 $ 13.10 8.70% Market Value (Last Trade) $ 25.05 $ 21.06 18.95% Market Value / Book Value 156.17% 142.97% 9.23% Market Value / Book Value, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 175.91% 160.76% 9.42% Price Earnings Multiple 13.61 10.53 29.25% Dividend Yield 3.51% 3.99% -12.03% SAFETY AND SOUNDNESS Shareholders' Equity / Average Assets, Excluding Unrealized Gains/Losses on Available-for-Sale Securities (***) 10.95% 10.72% 2.15% Nonperforming Assets / Total Assets 0.12% 0.14% -14.29% Allowance for Loan Losses / Total Loans 1.20% 1.22% -1.64% Risk Based Capital Ratio 20.00% 20.25% -1.23% AVERAGE BALANCES Average Assets $ 1,077,361 $ 1,007,409 6.94% Average Assets, Excluding Unrealized Gains/Losses on Available-for-sale Securities 1,055,668 988,138 6.83% Average Equity 129,440 117,802 9.88% Average Equity, Excluding Unrealized Gains/Losses on Available-for-sale Securities 115,123 105,055 9.58%
(*) 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-----