10-Q 1 v393191_10q.htm 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

or

 

¨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) Identification No.)

 

90-92 MAIN STREET, WELLSBORO, PA 16901

(Address of principal executive offices) (Zip code)

570-724-3411

(Registrant's telephone number including area code)

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨   Accelerated filer  x   Non-accelerated filer  ¨  Smaller reporting company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Common Stock ($1.00 par value)  12,292,607 Shares Outstanding on November 3, 2014

 

1
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

CITIZENS & NORTHERN CORPORATION

Index

       

 

Part I.  Financial Information      
       
Item 1.  Financial Statements      
       
Consolidated Balance Sheets (Unaudited) – September 30, 2014 and      
December 31, 2013   Page    3  
       
Consolidated Statements of Income (Unaudited) – Three-Month and      
Nine-Month Periods Ended September 30, 2014 and 2013   Page    4  

 

Consolidated Statements of Comprehensive Income

     
(Unaudited) – Three-Month and Nine-Month Periods Ended September 30, 2014 and 2013   Page    5  
       
Consolidated Statements of Cash Flows (Unaudited) –      
Nine Months Ended September 30, 2014 and 2013   Page    6  
       
Consolidated Statements of Changes in Stockholders’ Equity      
(Unaudited) - Nine Months Ended September 30, 2014 and 2013   Page    7  
       
Notes to Unaudited Consolidated Financial Statements   Pages 8 – 38
       
Item 2.  Management's Discussion and Analysis of Financial      
Condition and Results of Operations   Pages 39 – 58
       
Item 3.  Quantitative and Qualitative Disclosures About      
Market Risk   Pages 59 – 61
       
Item 4.  Controls and Procedures   Page  61  
       
Part II.  Other Information   Pages 62 – 64
       
Signatures   Page  65  
       
Exhibit 31.1.  Rule 13a-14(a)/15d-14(a) Certification -      
Chief Executive Officer   Page  66  
       
Exhibit 31.2.  Rule 13a-14(a)/15d-14(a) Certification -      
Chief Financial Officer   Page  67  
       
Exhibit 32.  Section 1350 Certifications   Page  68  
         

 

 

2
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

ITEM 1. FINANCIAL STATEMENTS      
CONSOLIDATED BALANCE SHEETS      
(In Thousands, Except Share and Per Share Data) (Unaudited)  Sept. 30,  December 31,
   2014  2013
ASSETS      
Cash and due from banks:      
     Noninterest-bearing  $17,743  $15,917
     Interest-bearing  37,696  28,702
          Total cash and due from banks  55,439  44,619
Available-for-sale securities, at fair value  508,253  482,658
Loans held for sale  418  54
       
Loans receivable  629,409  644,303
Allowance for loan losses  (7,449)  (8,663)
Loans, net  621,960  635,640
Bank-owned life insurance  22,021  21,743
Accrued interest receivable  3,964  4,146
Bank premises and equipment, net  16,402  17,430
Foreclosed assets held for sale  1,888  892
Deferred tax asset, net  2,673  6,344
Intangible asset - Core deposit intangibles  61  87
Intangible asset - Goodwill  11,942  11,942
Other assets  11,512  12,140
TOTAL ASSETS  $1,256,533  $1,237,695
       
LIABILITIES      
Deposits:      
     Noninterest-bearing  $209,357  $191,245
     Interest-bearing  772,172  763,271
          Total deposits  981,529  954,516
Short-term borrowings  6,765  23,385
Long-term borrowings  73,131  73,338
Accrued interest and other liabilities  8,234  6,984
TOTAL LIABILITIES  1,069,659  1,058,223
       
STOCKHOLDERS' EQUITY      
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation preference      
     per share; no shares issued at September 30, 2014 and December 31, 2013  0  0
Common stock, par value $1.00 per share; authorized 20,000,000 shares in 2014 and      
     2013; issued 12,655,171 at September 30, 2014 and 12,596,540 at December 31, 2013  12,655  12,596
Paid-in capital  71,442  70,105
Retained earnings  104,344  101,216
Treasury stock, at cost; 316,051 shares at September 30, 2014      
     and 206,477 shares at December 31, 2013  (5,604)  (3,452)
Sub-total  182,837  180,465
Accumulated other comprehensive income (loss):      
  Unrealized gain (loss) on available-for-sale securities  3,940  (1,004)
  Defined benefit plans gain  97  11
Total accumulated other comprehensive income (loss)  4,037  (993)
TOTAL STOCKHOLDERS' EQUITY  186,874  179,472
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY  $1,256,533  $1,237,695

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

3
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Consolidated Statements of Income  3 Months Ended  Fiscal Year To Date
(In Thousands Except Per Share Data) (Unaudited)  Sept. 30,  Sept. 30,  9 Months Ended Sept. 30,
INTEREST INCOME  2014  2013  2014  2013
 Interest and fees on loans  $8,040  $8,742  $24,123  $26,995
 Interest on balances with depository institutions  33  25  95  76
 Interest on loans to political subdivisions  348  337  1,055  1,022
 Interest on mortgages held for sale  5  14  13  47
 Income from available-for-sale securities:            
      Taxable  1,990  1,640  5,753  5,020
      Tax-exempt  1,070  1,185  3,261  3,640
      Dividends  86  84  241  229
 Total interest and dividend income  11,572  12,027  34,541  37,029
 INTEREST EXPENSE            
 Interest on deposits  543  647  1,650  2,098
 Interest on short-term borrowings  1  3  7  6
 Interest on long-term borrowings  743  746  2,208  2,307
 Total interest expense  1,287  1,396  3,865  4,411
 Net interest income  10,285  10,631  30,676  32,618
 Provision for loan losses  218  239  353  488
 Net interest income after provision for loan losses  10,067  10,392  30,323  32,130
 OTHER INCOME            
 Service charges on deposit accounts  1,275  1,357  3,812  3,825
 Service charges and fees  144  165  405  444
 Trust and financial management revenue  1,140  1,033  3,325  3,022
 Brokerage revenue  213  205  682  586
 Insurance commissions, fees and premiums  44  32  103  136
 Interchange revenue from debit card transactions  504  484  1,474  1,453
 Net gains from sale of loans  141  504  557  1,560
 (Decrease) increase in fair value of servicing rights  (17)  79  35  84
 Increase in cash surrender value of life insurance  99  109  278  301
 Net gain from premises and equipment  9  14  8  14
 Other operating income  335  311  939  902
  Sub-total  3,887  4,293  11,618  12,327
 Total other-than-temporary impairment losses on available-for-sale securities  0  0  0  (25)
  Portion of (gain) recognized in other comprehensive loss (before taxes)  0  0  0  0
 Net impairment losses recognized in earnings  0  0  0  (25)
 Realized gains on available-for-sale securities, net  760  193  894  1,477
 Total other income  4,647  4,486  12,512  13,779
 OTHER EXPENSES            
 Salaries and wages  4,348  3,536  11,559  10,771
 Pensions and other employee benefits  1,091  876  3,563  3,165
 Occupancy expense, net  646  626  2,002  1,859
 Furniture and equipment expense  461  487  1,399  1,464
 FDIC Assessments  151  151  444  450
 Pennsylvania shares tax  336  350  1,014  1,051
 Professional fees  135  806  427  1,424
 Automated teller machine and interchange expense  239  218  668  802
 Software subscriptions  184  209  575  641
 Loss on prepayment of debt  0  0  0  1,023
 Other operating expense  1,445  1,351  4,256  4,056
 Total other expenses  9,036  8,610  25,907  26,706
 Income before income tax provision  5,678  6,268  16,928  19,203
 Income tax provision  1,411  1,579  4,210  4,834
 NET INCOME  $4,267  $4,689  $12,718  $14,369
 NET INCOME PER SHARE - BASIC  $0.34  $0.38  $1.02  $1.16
 NET INCOME PER SHARE - DILUTED  $0.34  $0.38  $1.02  $1.16

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Consolidated Statements of Comprehensive Income            
(In Thousands) (Unaudited)  Three Months Ended  Nine Months Ended
   Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Net income  $4,267  $4,689  $12,718  $14,369
             
Unrealized (losses) gains on available-for-sale securities:            
  Unrealized holding  (losses) gains on available-for-sale securities  (1,357)  (286)  8,500  (12,465)
  Reclassification adjustment for gains realized in income  (760)  (193)  (894)  (1,452)
Other comprehensive  (loss) gain on available-for-sale securities  (2,117)  (479)  7,606  (13,917)
             
Unfunded pension and postretirement obligations:            
  Changes from plan amendments and actuarial gains and losses            
    included in accumulated other comprehensive gain  0  0  144  636
  Amortization of net transition obligation, prior service cost and net            
    actuarial loss included in net periodic benefit cost  (4)  0  (12)  0
Other comprehensive (loss) gain on unfunded retirement obligations  (4)  0  132  636
             
Other comprehensive (loss) income before income tax  (2,121)  (479)  7,738  (13,281)
Income tax related to other comprehensive  loss (income)  742  167  (2,708)  4,646
             
Net other comprehensive (loss) income  (1,379)  (312)  5,030  (8,635)
             
Comprehensive income  $2,888  $4,377  $17,748  $5,734

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS  Nine Months Ended Sept. 30,
(In Thousands) (Unaudited)  2014  2013
 CASH FLOWS FROM OPERATING ACTIVITIES:      
   Net income  $12,718  $14,369
   Adjustments to reconcile net income to net cash provided by operating activities:      
     Provision for loan losses  353  488
     Realized gains on available-for-sale securities, net  (894)  (1,452)
     Loss on prepayment of debt  0  1,023
     Realized loss on foreclosed assets  49  71
     Gain on disposition of premises and equipment  (8)  (14)
     Depreciation expense  1,470  1,523
     Accretion and amortization on securities, net  1,008  1,428
     Accretion and amortization on loans and deposits, net  (20)  (25)
     Increase in fair value of servicing rights  (35)  (84)
     Increase in cash surrender value of life insurance  (278)  (301)
     Stock-based compensation  463  605
     Amortization of core deposit intangibles  26  38
     Deferred income taxes  963  1,864
     Gains on sales of loans, net  (557)  (1,560)
     Origination of loans for sale  (16,544)  (47,737)
     Proceeds from sales of loans  16,599  50,681
     Decrease in accrued interest receivable and other assets  126  3,410
     Increase in accrued interest payable and other liabilities  1,028  2,107
       Net Cash Provided by Operating Activities  16,467  26,434
 CASH FLOWS FROM INVESTING ACTIVITIES:      
   Proceeds from maturities of certificates of deposit  720  240
   Purchase of certificates of deposit  0  (960)
   Proceeds from sales of available-for-sale securities  52,344  24,120
   Proceeds from calls and maturities of available-for-sale securities  56,581  77,222
   Purchase of available-for-sale securities  (126,674)  (118,308)
   Redemption of Federal Home Loan Bank of Pittsburgh stock  977  2,678
   Purchase of Federal Home Loan Bank of Pittsburgh stock  (245)  (825)
   Net decrease in loans  11,833  35,022
   Purchase of premises and equipment  (477)  (484)
   Proceeds from disposition of premises and equipment  43  42
   Purchase of investment in limited liability entity  0  (147)
   Return of principal on limited liability entity investments  125  126
   Proceeds from sale of foreclosed assets  469  255
        Net Cash (Used in)  Provided by Investing Activities  (4,304)  18,981
 CASH FLOWS FROM FINANCING ACTIVITIES:      
   Net increase (decrease) in deposits  27,013  (42,641)
   Net decrease in short-term borrowings  (16,620)  (734)
   Repayments of long-term borrowings  (207)  (11,430)
   Purchase of treasury stock  (2,464)  0
   Sale of treasury stock  99  168
   Tax benefit from compensation plans  120  91
   Common dividends paid  (8,564)  (8,178)
        Net Cash Used in Financing Activities  (623)  (62,724)
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  11,540  (17,309)
 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR  38,591  55,016
 CASH AND CASH EQUIVALENTS, END OF PERIOD  $50,131  $37,707
       
 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
   Assets acquired through foreclosure of real estate loans  $1,514  $223
   Accrued purchase of available-for-sale securities  $354  $0
   Interest paid  $3,888  $4,437
   Income taxes paid  $3,062  $2,866

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Consolidated Statements of Changes in Stockholders' Equity                  
Nine Months Ended September 30, 2014 and 2013                     
(In Thousands Except Share and Per Share Data)              Accum. Other      
(Unaudited)  Common  Treasury  Common  Paid-in  Retained  Comprehensive  Treasury   
   Shares  Shares  Stock  Capital  Earnings  (Loss)  Stock  Total
Nine Months Ended September 30, 2014:                 Income      
Balance, December 31, 2013  12,596,540  206,477  $12,596  $70,105  $101,216  ($993)  ($3,452)  $179,472
Net income              12,718        12,718
Other comprehensive income, net                 5,030     5,030
Cash dividends declared on common                        
  stock, $.78 per share              (9,693)        (9,693)
Shares issued for dividend reinvestment                        
     plan  59,498     60  1,069           1,129
Treasury stock purchased     129,000              (2,464)  (2,464)
Shares issued from treasury and redeemed                        
     related to exercise of stock options  (867)  (10,173)  (1)  (58)        158  99
Restricted stock granted     (16,711)     (279)        279  0
Forfeiture of restricted stock     7,458     125        (125)  0
Stock-based compensation expense           463           463
Tax effect of stock option exercises           1           1
Tax benefit from dividends on restricted stock           16           16
Tax benefit from employee benefit plan              103        103
Balance, September 30, 2014  12,655,171  316,051  $12,655  $71,442  $104,344  $4,037  ($5,604)  $186,874
                         
Nine Months Ended September 30, 2013:                        
Balance, December 31, 2012  12,525,411  251,376  $12,525  $68,622  $94,839  $11,003  ($4,203)  $182,786
Net income              14,369        14,369
Other comprehensive loss, net                 (8,635)     (8,635)
Cash dividends declared on common                        
  stock, $.75 per share              (9,250)        (9,250)
Shares issued for dividend reinvestment                        
     plan  53,794     54  1,018           1,072
Shares issued from treasury related to                        
     exercise of stock options     (9,651)     6        162  168
Restricted stock granted     (37,886)     (633)        633  0
Forfeiture of restricted stock     3,233     54        (54)  0
Stock-based compensation expense           605           605
Tax effect of stock option exercises           (3)           (3)
Tax benefit from employee benefit plan              94        94
Balance, September 30, 2013  12,579,205  207,072  $12,579  $69,669  $100,052  $2,368  ($3,462)  $181,206

  

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

7
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Notes to Unaudited Consolidated Financial Statements

 

1. BASIS OF INTERIM PRESENTATION

 

The consolidated financial information included herein, with the exception of the consolidated balance sheet dated December 31, 2013, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements. Certain 2013 information has been reclassified for consistency with the 2014 presentation.

 

Operating results reported for the three-month and nine-month periods ended September 30, 2014 might not be indicative of the results for the year ending December 31, 2014. The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.

 

2. PER SHARE DATA

 

Net income per share is based on the weighted-average number of shares of common stock outstanding. The following data show the amounts used in computing basic and diluted net income per share. As shown in the table that follows, diluted earnings per share is computed using weighted average common shares outstanding, plus weighted-average common shares available from the exercise of all dilutive stock options, less the number of shares that could be repurchased with the proceeds of stock option exercises based on the average share price of the Corporation's common stock during the period.

 

      Weighted-   
      Average  Earnings
   Net  Common  Per
   Income  Shares  Share
Nine Months Ended September 30, 2014         
Earnings per share – basic  $12,718,000  12,419,538  $1.02
Dilutive effect of potential common stock         
  arising from stock options:         
  Exercise of outstanding stock options     233,579   
  Hypothetical share repurchase at $19.28     (212,200)   
Earnings per share – diluted  $12,718,000  12,440,917  $1.02
          
Nine Months Ended September 30, 2013         
Earnings per share – basic  $14,369,000  12,342,706  $1.16
Dilutive effect of potential common stock         
  arising from stock options:         
  Exercise of outstanding stock options     251,970   
  Hypothetical share repurchase at $19.73     (222,749)   
Earnings per share – diluted  $14,369,000  12,371,927  $1.16

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

      Weighted-   
      Average  Earnings
   Net  Common  Per
   Income  Shares  Share
Quarter Ended September 30, 2014         
Earnings per share – basic  $4,267,000  12,399,482  $0.34
Dilutive effect of potential common stock         
  arising from stock options:         
  Exercise of outstanding stock options     222,344   
  Hypothetical share repurchase at $19.33     (201,826)   
Earnings per share – diluted  $4,267,000  12,420,000  $0.34
          
Quarter Ended September 30, 2013         
Earnings per share – basic  $4,689,000  12,363,887  $0.38
Dilutive effect of potential common stock         
  arising from stock options:         
  Exercise of outstanding stock options     302,956   
  Hypothetical share repurchase at $20.10     (269,941)   
Earnings per share – diluted  $4,689,000  12,396,902  $0.38

 

Stock options that were anti-dilutive were excluded from net income per share calculations. Weighted-average common shares available from anti-dilutive instruments totaled 169,728 shares in the nine-month period ended September 30, 2014, 98,809 shares in the nine-month period ended September 30, 2013, 137,873 shares in the third quarter 2014 and 57,658 shares in the third quarter 2013.

 

3. COMPREHENSIVE INCOME

 

Comprehensive income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income. The components of other comprehensive income, and the related tax effects, are as follows:

 

(In Thousands)  Before-Tax  Income Tax  Net-of-Tax
   Amount  Effect  Amount
Nine Months Ended Sept. 30, 2014:         
Unrealized gains on available-for-sale securities:         
  Unrealized holding gains on available-for-sale securities  $8,500  ($2,975)  $5,525
  Reclassification adjustment for (gains) realized in income  (894)  313  (581)
Other comprehensive gain on available-for-sale securities  7,606  (2,662)  4,944
          
Unfunded pension and postretirement obligations:         
  Changes from plan amendments and actuarial gains and losses         
    included in other comprehensive income  144  (50)  94
  Amortization of net transition obligation, prior service cost and net         
    actuarial loss included in net periodic benefit cost  (12)  4  (8)
Other comprehensive gain on unfunded retirement obligations  132  (46)  86
          
Total other comprehensive gain  $7,738  ($2,708)  $5,030

 

9
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 
 
 
         
(In Thousands)  Before-Tax  Income Tax  Net-of-Tax
   Amount  Effect  Amount
Nine Months Ended Sept. 30, 2013:         
Unrealized gains on available-for-sale securities:         
  Unrealized holding losses on available-for-sale securities  ($12,465)  $4,362  ($8,103)
  Reclassification adjustment for (gains) realized in income  (1,452)  507  (945)
Other comprehensive loss on available-for-sale securities  (13,917)  4,869  (9,048)
          
Unfunded pension and postretirement obligations:         
  Changes from plan amendments and actuarial gains and losses         
    included in other comprehensive income  636  (223)  413
  Amortization of net transition obligation, prior service cost and net         
    actuarial loss included in net periodic benefit cost  0  0  0
Other comprehensive gain on unfunded retirement obligations  636  (223)  413
          
Total other comprehensive loss  ($13,281)  $4,646  ($8,635)
          
(In Thousands)  Before-Tax  Income Tax  Net-of-Tax
   Amount  Effect  Amount
Three Months Ended Sept. 30, 2014:         
Unrealized gains on available-for-sale securities:         
  Unrealized holding losses on available-for-sale securities  ($1,357)  $475  ($882)
  Reclassification adjustment for (gains) realized in income  (760)  266  (494)
Other comprehensive loss on available-for-sale securities  (2,117)  741  (1,376)
          
Unfunded pension and postretirement obligations:         
  Changes from plan amendments and actuarial gains and losses         
    included in other comprehensive income  0  0  0
  Amortization of net transition obligation, prior service cost and net         
    actuarial loss included in net periodic benefit cost  (4)  1  (3)
Other comprehensive loss on unfunded retirement obligations  (4)  1  (3)
          
Total other comprehensive loss  ($2,121)  $742  ($1,379)
          
(In Thousands)  Before-Tax  Income Tax  Net-of-Tax
   Amount  Effect  Amount
Three Months Ended Sept. 30, 2013:         
Unrealized gains on available-for-sale securities:         
  Unrealized holding losses on available-for-sale securities  ($286)  $101  ($185)
  Reclassification adjustment for (gains) realized in income  (193)  66  (127)
Other comprehensive loss on available-for-sale securities  (479)  167  (312)
          
Unfunded pension and postretirement obligations:         
  Changes from plan amendments and actuarial gains and losses         
    included in other comprehensive income  0  0  0
  Amortization of net transition obligation, prior service cost and net         
    actuarial loss included in net periodic benefit cost  0  0  0
Other comprehensive gain on unfunded retirement obligations  0  0  0
          
Total other comprehensive loss  ($479)  $167  ($312)

 

 

10
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Changes in the components of accumulated other comprehensive income are as follows and are presented net of tax:

 

          
(In Thousands)  Unrealized  Unfunded  Accumulated
   Holding Gains  Pension and  Other
   (Losses)  Postretirement  Comprehensive
   on Securities  Obligations  Income
Nine Months Ended September 30, 2014         
Balance, beginning of period  ($1,004)  $11  ($993)
Other comprehensive income before reclassifications  5,525  94  5,619
Amounts reclassified from accumulated other         
   comprehensive income  (581)  (8)  (589)
Other comprehensive income  4,944  86  5,030
Balance, end of period  $3,940  $97  $4,037
          
Nine Months Ended September 30, 2013         
Balance, beginning of period  $11,568  ($565)  $11,003
Other comprehensive (loss) income before reclassifications  (8,103)  413  (7,690)
Amounts reclassified from accumulated other         
   comprehensive income  (945)  0  (945)
Other comprehensive (loss) income  (9,048)  413  (8,635)
Balance, end of period  $2,520  ($152)  $2,368
          
          
Three Months Ended September 30, 2014         
Balance, beginning of period  $5,316  $100  $5,416
Other comprehensive loss before reclassifications  (882)  0  (882)
Amounts reclassified from accumulated other         
   comprehensive income  (494)  (3)  (497)
Other comprehensive loss  (1,376)  (3)  (1,379)
Balance, end of period  $3,940  $97  $4,037
          
Three Months Ended September 30, 2013         
Balance, beginning of period  $2,832  ($152)  $2,680
Other comprehensive loss before reclassifications  (185)  0  (185)
Amounts reclassified from accumulated other         
   comprehensive income  (127)  0  (127)
Other comprehensive loss  (312)  0  (312)
Balance, end of period  $2,520  ($152)  $2,368
          

 

11
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Items reclassified out of each component of other comprehensive income are as follows:

 

For the Nine Months Ended September 30, 2014    
(In Thousands)    
  Reclassified from  
Details about Accumulated Other Accumulated Other Affected Line Item in the Consolidated
Comprehensive Income Components Comprehensive Income Statements of Income
Unrealized gains and losses on available-for-sale    
   Securities ($894) Realized gains on available-for-sale securities, net
  313 Income tax provision
  (581) Net of tax
Amortization of defined benefit pension and postretirement items:    
    Prior service cost (23) Pensions and other employee benefits
    Actuarial loss 11 Pensions and other employee benefits
  (12) Total before tax
  4 Income tax provision
  (8) Net of tax
Total reclassifications for the period ($589)  

 

 

For the Nine Months Ended September 30, 2013    
(In Thousands)    
  Reclassified from  
Details about Accumulated Other Accumulated Other Affected Line Item in the Consolidated
Comprehensive Income Components Comprehensive Income Statements of Income
Unrealized gains and losses on available-for-sale    
   Securities $25 Total other-than-temporary impairment losses on
     available-for-sale securities
  (1,477) Realized gains on available-for-sale securities, net
  (1,452) Total before tax
  507 Income tax provision
  (945) Net of tax
Amortization of defined benefit pension and postretirement items:    
    Prior service cost (23) Pensions and other employee benefits
    Actuarial loss 23 Pensions and other employee benefits
  0 Total before tax
  0 Income tax provision
  0 Net of tax
Total reclassifications for the period ($945)  

 

 

12
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

For the Three Months Ended September 30, 2014    
(In Thousands)    
  Reclassified from  
Details about Accumulated Other Accumulated Other Affected Line Item in the Consolidated
Comprehensive Income Components Comprehensive Income Statements of Income
Unrealized gains and losses on available-for-sale    
   Securities ($760) Realized gains on available-for-sale securities, net
  266 Income tax provision
  (494) Net of tax
Amortization of defined benefit pension and postretirement items:    
    Prior service cost (7) Pensions and other employee benefits
    Actuarial loss 3 Pensions and other employee benefits
  (4) Total before tax
  1 Income tax provision
  (3) Net of tax
Total reclassifications for the period ($497)  

 

 

For the Three Months Ended September 30, 2013    
(In Thousands)    
  Reclassified from  
Details about Accumulated Other Accumulated Other Affected Line Item in the Consolidated
Comprehensive Income Components Comprehensive Income Statements of Income
Unrealized gains and losses on available-for-sale    
   Securities $0 Total other-than-temporary impairment losses on
     available-for-sale securities
  (193) Realized gains on available-for-sale securities, net
  (193) Total before tax
  66 Income tax provision
  (127) Net of tax
Amortization of defined benefit pension and postretirement items:    
    Prior service cost (7) Pensions and other employee benefits
    Actuarial loss 7 Pensions and other employee benefits
  0 Total before tax
  0 Income tax provision
  0 Net of tax
Total reclassifications for the period ($127)  

 

 

 

13
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

4. CASH AND DUE FROM BANKS

 

Cash and due from banks at September 30, 2014 and December 31, 2013 include the following:

 

(In thousands)  Sept. 30  Dec. 31,
   2014  2013
Cash and cash equivalents  $50,131  $38,591
Certificates of deposit  5,308  6,028
Total cash and due from banks  $55,439  $44,619

 

Certificates of deposit are issues by U.S. banks with original maturities greater than three months. Each certificate of deposit is fully FDIC-insured. The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit.

 

The Corporation is required to maintain reserves against deposit liabilities in the form of cash and balances with the Federal Reserve Bank of Philadelphia. The reserves are based on deposit levels, account activity, and other services provided by the Federal Reserve Bank. Required reserves were $12,828,000 at September 30, 2014 and $15,318,000 at December 31, 2013.

 

5. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The Corporation measures certain assets at fair value. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. FASB ASC topic 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

 

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Corporation for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

 

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets and other observable inputs.

 

Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows and other similar techniques.

 

The Corporation monitors and evaluates available data relating to fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date of an event or change in circumstances that affects the valuation method chosen. Examples of such changes may include the market for a particular asset becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.

 

14
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

At September 30, 2014 and December 31, 2013, assets measured at fair value and the valuation methods used are as follows:

 

      September 30, 2014   
   Quoted Prices  Other      
   in Active  Observable  Unobservable  Total
   Markets  Inputs  Inputs  Fair
(In Thousands)  (Level 1)  (Level 2)  (Level 3)  Value
             
Recurring fair value measurements            
AVAILABLE-FOR-SALE SECURITIES:            
Obligations of U.S. Government agencies  $0  $26,416  $0  $26,416
Obligations of states and political subdivisions:            
     Tax-exempt  0  128,292  0  128,292
     Taxable  0  34,203  0  34,203
Mortgage-backed securities  0  75,513  0  75,513
Collateralized mortgage obligations,            
     Issued by U.S. Government agencies  0  234,816  0  234,816
Collateralized debt obligations  0  660  0  660
Total debt securities  0  499,900  0  499,900
Marketable equity securities  8,353  0  0  8,353
Total available-for-sale securities  8,353  499,900  0  508,253
Servicing rights  0  0  1,296  1,296
Total recurring fair value measurements  $8,353  $499,900  $1,296  $509,549
             
Nonrecurring fair value measurements            
Impaired loans with a valuation allowance  $0  $0  $4,059  $4,059
Valuation allowance  0  0  (966)  (966)
Impaired loans, net  0  0  3,093  3,093
Foreclosed assets held for sale  0  0  1,888  1,888
Total nonrecurring fair value measurements  $0  $0  $4,981  $4,981

 

 

15
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

  

      December 31, 2013   
   Quoted Prices  Other      
   in Active  Observable  Unobservable  Total
   Markets  Inputs  Inputs  Fair
(In Thousands)  (Level 1)  (Level 2)  (Level 3)  Value
             
Recurring fair value measurements            
AVAILABLE-FOR-SALE SECURITIES:            
Obligations of U.S. Government agencies  $0  $45,877  $0  $45,877
Obligations of states and political subdivisions:            
     Tax-exempt  0  128,426  0  128,426
     Taxable  0  34,471  0  34,471
Mortgage-backed securities  0  86,208  0  86,208
Collateralized mortgage obligations,            
     Issued by U.S. Government agencies  0  178,092  0  178,092
Collateralized debt obligations  0  660  0  660
Total debt securities  0  473,734  0  473,734
Marketable equity securities  8,924  0  0  8,924
Total available-for-sale securities  8,924  473,734  0  482,658
Servicing rights  0  0  1,123  1,123
Total recurring fair value measurements  $8,924  $473,734  $1,123  $483,781
             
Nonrecurring fair value measurements            
Impaired loans with a valuation allowance  $0  $0  $9,889  $9,889
Valuation allowance  0  0  (2,333)  (2,333)
Impaired loans, net  0  0  7,556  7,556
Foreclosed assets held for sale  0  0  892  892
Total nonrecurring fair value measurements  $0  $0  $8,448  $8,448

 

Loans are classified as impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Foreclosed assets held for sale consist of real estate acquired by foreclosure. For impaired commercial loans secured by real estate and foreclosed assets held for sale, estimated fair values are determined primarily using values from third-party appraisals less estimated selling costs.

 

Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management. At September 30, 2014 and December 31, 2013, quantitative information regarding significant techniques and inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:

 

  Fair Value at        
  9/30/14 Valuation Unobservable Method or Value As of
Asset (In Thousands) Technique Input(s) 9/30/14
Servicing rights $1,296 Discounted cash flow Discount rate 10.00% Rate used through modeling period
      Loan prepayment speeds 147.00% Weighted-average PSA
      Servicing fees 0.25% of loan balances
        4.00% of payments are late
        5.00% late fees assessed
        $1.94 Miscellaneous fees per account per month
      Servicing costs $6.00 Monthly servicing cost per account
        $24.00 Additional monthly servicing cost per loan on loans more than 30 days delinquent
        1.50% of loans more than 30 days delinquent
        3.00% annual increase in servicing costs

 

16
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

  Fair Value at        
  12/31/13 Valuation Unobservable Method or Value As of
Asset (In Thousands) Technique Input(s) 12/31/13
Servicing rights $1,123 Discounted cash flow Discount rate 12.00% Rate used through modeling period
      Loan prepayment speeds 152.00% Weighted-average PSA
      Servicing fees 0.25% of loan balances
        4.00% of payments are late
        5.00% late fees assessed
        $1.94 Miscellaneous fees per account per month
      Servicing costs $6.00 Monthly servicing cost per account
        $24.00 Additional monthly servicing cost per loan on loans more than 30 days delinquent
        1.50% of loans more than 30 days delinquent
        3.00% annual increase in servicing costs

 

The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans.

 

Following is a reconciliation of activity for Level 3 assets measured at fair value on a recurring basis:

 

   Three Months
Ended Sept. 30, 2014
  Nine Months
Ended Sept. 30, 2014
(In Thousands)  Servicing  Servicing
   Rights  Rights
Balance, beginning of period  $1,281  $1,123
Issuances of servicing rights  32  138
Unrealized (losses) gains included in earnings  (17)  35
Balance, end of period  $1,296  $1,296

 

 

  Three Months Ended September 30, 2013 Nine Months Ended September 30, 2013
  Pooled Trust Pooled Trust     Pooled Trust Pooled Trust    
   Preferred  Preferred      Preferred  Preferred    
  Securities - Securities -     Securities - Securities -    
(In Thousands) Senior Mezzanine Servicing   Senior Mezzanine Servicing  
  Tranches Tranches Rights Total Tranches Tranches Rights Total
Balance, beginning of period $0 $0 $850 $850 $1,613 $0 $605 $2,218
Issuances of servicing rights 0 0 120 120 0 0 360 360
Accretion and amortization, net 0 0 0 0 (2) 0 0 (2)
Proceeds from sales and calls 0 0 0 0 (1,636) (571) 0 (2,207)
Realized gains, net 0 0 0 0 23 571 0 594
Unrealized gains included in                
   Earnings 0 0 79 79 0 0 84 84
Unrealized gains included in                
   other comprehensive income 0 0 0 0 2 0 0 2
Balance, end of period $0 $0 $1,049 $1,049 $0 $0 $1,049 $1,049

 

No other-than-temporary impairment losses (OTTI) on securities valued using Level 3 methodologies were recorded in 2014 or 2013.

 

17
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Certain of the Corporation’s financial instruments are not measured at fair value in the consolidated financial statements. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.

 

The Corporation used the following methods and assumptions in estimating fair value disclosures for financial instruments:

 

CASH AND CASH EQUIVALENTS - The carrying amounts of cash and short-term instruments approximate fair values.

 

CERTIFICATES OF DEPOSIT - Fair values for certificates of deposit, included in cash and due from banks in the consolidated balance sheet, are based on quoted market prices for certificates of similar remaining maturities.

 

SECURITIES - Fair values for securities, excluding restricted equity securities, are based on quoted market prices or other methods as described above. The carrying value of restricted equity securities approximates fair value based on applicable redemption provisions.

 

LOANS HELD FOR SALE - Fair values of loans held for sale are determined based on applicable sale prices available under the Federal Home Loan Banks’ MPF Xtra and MPF Original programs.

 

LOANS - Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage and other consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of performing loans is calculated by discounting contractual cash flows, adjusted for estimated prepayments based on historical experience, using estimated market discount rates that reflect the credit and interest rate risk inherent in the loans. Fair value of nonperforming loans is based on recent appraisals or estimates prepared by the Corporation’s lending officers.

 

SERVICING RIGHTS - The fair value of servicing rights, included in other assets in the consolidated balance sheet, is determined through a discounted cash flow valuation. Significant inputs include expected net servicing income, the discount rate and the expected prepayment speeds of the underlying loans.

 

DEPOSITS - The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, money market and interest checking accounts, is (by definition) equal to the amount payable on demand at September 30, 2014 and December 31, 2013. The fair value of time deposits, such as certificates of deposit and Individual Retirement Accounts, is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value estimates of deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

 

BORROWED FUNDS - The fair value of borrowings is estimated using discounted cash flow analyses based on rates currently available to the Corporation for similar types of borrowing arrangements.

 

ACCRUED INTEREST - The carrying amounts of accrued interest receivable and payable approximate fair values.

 

OFF-BALANCE SHEET COMMITMENTS - The Corporation has commitments to extend credit and has issued standby letters of credit. Standby letters of credit are conditional guarantees of performance by a customer to a third party. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

 

 

18
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments are as follows:

 

(In Thousands)  Valuation  September 30, 2014  December 31, 2013
   Method(s)  Carrying  Fair  Carrying  Fair
   Used  Amount  Value  Amount  Value
Financial assets:               
  Cash and cash equivalents  Level 1  $50,131  $50,131  $38,591  $38,591
  Certificates of deposit  Level 2  5,308  5,332  6,028  6,057
  Available-for-sale securities  See Above  508,253  508,253  482,658  482,658
  Restricted equity securities (included in Other Assets)  Level 2  3,054  3,054  3,786  3,786
  Loans held for sale  Level 1  418  418  54  54
  Loans, net  Level 3  621,960  627,575  635,640  634,937
  Accrued interest receivable  Level 1  3,964  3,964  4,146  4,146
  Servicing rights  Level 3  1,296  1,296  1,123  1,123
                
Financial liabilities:               
  Deposits with no stated maturity  Level 1  726,740  726,740  693,479  693,479
  Time deposits  Level 3  254,789  255,718  261,037  262,376
  Short-term borrowings  Level 3  6,765  6,687  23,385  23,356
  Long-term borrowings  Level 3  73,131  79,160  73,338  79,400
  Accrued interest payable  Level 1  97  97  120  120

  

6. SECURITIES

 

Amortized cost and fair value of available-for-sale securities at September 30, 2014 and December 31, 2013 are summarized as follows:

      September 30, 2014   
      Gross  Gross   
      Unrealized  Unrealized   
   Amortized  Holding  Holding  Fair
(In Thousands)  Cost  Gains  Losses  Value
             
Obligations of U.S. Government agencies  $27,237  $43  ($864)  $26,416
Obligations of states and political subdivisions:            
     Tax-exempt  123,336  5,142  (186)  128,292
     Taxable  34,136  317  (250)  34,203
Mortgage-backed securities  74,278  1,482  (247)  75,513
Collateralized mortgage obligations,            
     Issued by U.S. Government agencies  236,940  997  (3,121)  234,816
Collateralized debt obligations  660  0  0  660
Total debt securities  496,587  7,981  (4,668)  499,900
Marketable equity securities  5,605  2,758  (10)  8,353
Total  $502,192  $10,739  ($4,678)  $508,253

 

 

19
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

      December 31, 2013   
      Gross  Gross   
      Unrealized  Unrealized   
   Amortized  Holding  Holding  Fair
(In Thousands)  Cost  Gains  Losses  Value
             
Obligations of U.S. Government agencies  $47,382  $282  ($1,787)  $45,877
Obligations of states and political subdivisions:            
     Tax-exempt  127,748  2,766  (2,088)  128,426
     Taxable  35,154  206  (889)  34,471
Mortgage-backed securities  84,849  1,819  (460)  86,208
Collateralized mortgage obligations,            
     Issued by U.S. Government agencies  182,372  761  (5,041)  178,092
Collateralized debt obligations:  660  0  0  660
Total debt securities  478,165  5,834  (10,265)  473,734
Marketable equity securities  6,038  2,886  0  8,924
Total  $484,203  $8,720  ($10,265)  $482,658

 

The following table presents gross unrealized losses and fair value of available-for-sale securities with unrealized loss positions that are not deemed to be other-than-temporarily impaired, aggregated by length of time that individual securities have been in a continuous unrealized loss position at September 30, 2014 and December 31, 2013:

 

September 30, 2014  Less Than 12 Months  12 Months or More  Total
(In Thousands)  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized
   Value  Losses  Value  Losses  Value  Losses
                   
Obligations of U.S. Government agencies  $1,584  ($4)  $23,759  ($860)  $25,343  ($864)
Obligations of states and political subdivisions:                  
     Tax-exempt  5,935  (24)  8,472  (162)  14,407  (186)
     Taxable  6,550  (35)  9,868  (215)  16,418  (250)
Mortgage-backed securities  24,304  (100)  4,241  (147)  28,545  (247)
Collateralized mortgage obligations,                  
     Issued by U.S. Government agencies  96,491  (1,001)  64,549  (2,120)  161,040  (3,121)
Total debt securities  134,864  (1,164)  110,889  (3,504)  245,753  (4,668)
Marketable equity securities  134  (10)  0  0  134  (10)
Total temporarily impaired available-for-sale securities  $134,998  ($1,174)  $110,889  ($3,504)  $245,887  ($4,678)

  

December 31, 2013  Less Than 12 Months  12 Months or More  Total
(In Thousands)  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized
   Value  Losses  Value  Losses  Value  Losses
                   
Obligations of U.S. Government agencies  $22,489  ($1,337)  $4,598  ($450)  $27,087  ($1,787)
Obligations of states and political subdivisions:                  
     Tax-exempt  44,285  (1,425)  5,808  (663)  50,093  (2,088)
     Taxable  20,873  (766)  2,378  (123)  23,251  (889)
Mortgage-backed securities  34,377  (460)  0  0  34,377  (460)
Collateralized mortgage obligations,                  
     Issued by U.S. Government agencies  113,204  (4,608)  7,399  (433)  120,603  (5,041)
Total temporarily impaired available-for-sale securities  $235,228  ($8,596)  $20,183  ($1,669)  $255,411  ($10,265)

 

 

20
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

Gross realized gains and losses from available-for-sale securities were as follows:

 

(In Thousands)  3 Months Ended  9 Months Ended
   Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Gross realized gains from sales  $761  $193  $1,103  $1,595
Gross realized losses from sales  (1)  0  (209)  (118)
Losses from OTTI impairment  0  0  0  (25)
Net realized gains  $760  $193  $894  $1,452

 

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of September 30, 2014. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Amortized  Fair
(In Thousands)  Cost  Value
       
Due in one year or less  $11,087  $11,224
Due from one year through five years  52,156  52,450
Due from five years through ten years  64,890  65,061
Due after ten years  57,236  60,836
Subtotal  185,369  189,571
Mortgage-backed securities  74,278  75,513
Collateralized mortgage obligations,      
     Issued by U.S. Government agencies  236,940  234,816
Total  $496,587  $499,900

 

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

 

Investment securities carried at $361,581,000 at September 30, 2014 and $323,613,000 at December 31, 2013 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law. See Note 8 for information concerning securities pledged to secure borrowing arrangements.

 

Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Corporation intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery.

 

A summary of information management considered in evaluating debt and equity securities for OTTI at September 30, 2014 is provided below.

 

Debt Securities

 

At September 30, 2014, management performed an assessment for possible OTTI of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Corporation’s investment, as well as management’s perception of the credit risk associated with each security. Based on the results of the assessment, management believes impairment of debt securities, including municipal bonds with no external ratings, at September 30, 2014 to be temporary.

 

The credit rating agencies have withdrawn their ratings on numerous municipal bonds held by the Corporation. At September 30, 2014, the total amortized cost basis of municipal bonds with no external credit ratings was $16,424,000, with an aggregate unrealized gain of $166,000. At the time of purchase, each of these bonds was considered investment grade and had been rated by at least one credit rating agency. Most of the bonds for which credit rating agencies have

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

withdrawn their ratings were insured by an entity that has reported significant financial problems and declines in its regulatory capital ratios, and most of the ratings were removed in the fourth quarter 2009. However, the insurance remains in effect on the bonds. In the third quarter 2013, a credit rating agency withdrew its ratings on several bonds due to changes in its rating methodology related to credit enhancement programs provided by issuers’ state governments. However, the credit enhancement remains in effect on the bonds. None of the unrated municipal bonds has failed to make a scheduled payment.

 

Equity Securities

 

The Corporation’s marketable equity securities at September 30, 2014 and December 31, 2013 consisted exclusively of stocks of banking companies. At September 30, 2014, the Corporation held three stocks with an unrealized loss of $10,000 for which management determined an OTTI charge was not required.

 

Realized gains from sales of bank stocks totaled $289,000 in the three-month period ended September 30, 2014 and $363,000 in the nine-month period ended September 30, 2014. The Corporation realized gains from sales of bank stocks totaling $188,000 in the three-month period ended September 30, 2013 and $766,000 in the nine-month period ended September 30, 2013.

 

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 12 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in FHLB-Pittsburgh stock, included in Other Assets in the consolidated balance sheet, was $2,924,000 at September 30, 2014 and $3,656,000 at December 31, 2013. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at September 30, 2014 and December 31, 2013. In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected. The decision was based on review of financial information that FHLB-Pittsburgh has made publicly available.

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

7. LOANS

 

The loans receivable portfolio is segmented into residential mortgage, commercial and consumer loans. Loans outstanding at September 30, 2014 and December 31, 2013 are summarized by segment, and by classes within each segment, as follows:

 

Summary of Loans by Type      
(In Thousands)  Sept. 30,  Dec. 31,
   2014  2013
Residential mortgage:      
  Residential mortgage loans - first liens  $290,943  $299,831
  Residential mortgage loans - junior liens  21,843  23,040
  Home equity lines of credit  35,975  34,530
  1-4 Family residential construction  16,895  13,909
Total residential mortgage  365,656  371,310
Commercial:      
  Commercial loans secured by real estate  144,410  147,215
  Commercial and industrial  50,615  42,387
  Political subdivisions  14,823  16,291
  Commercial construction and land  9,069  17,003
  Loans secured by farmland  8,542  10,468
  Multi-family (5 or more) residential  9,092  10,985
  Agricultural loans  3,284  3,251
  Other commercial loans  13,620  14,631
Total commercial  253,455  262,231
Consumer  10,298  10,762
Total  629,409  644,303
Less: allowance for loan losses  (7,449)  (8,663)
Loans, net  $621,960  $635,640

 

The Corporation grants loans to individuals as well as commercial and tax-exempt entities. Commercial, residential and personal loans are made to customers geographically concentrated in the Pennsylvania and New York counties that comprise the market serviced by Citizens & Northern Bank. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within the region. There is no concentration of loans to borrowers engaged in similar businesses or activities that exceed 10% of total loans at either September 30, 2014 or December 31, 2013.

 

The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. In the process of evaluating the loan portfolio, management also considers the Corporation’s exposure to losses from unfunded loan commitments. As of September 30, 2014 and December 31, 2013, management determined that no allowance for credit losses related to unfunded loan commitments was required.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Transactions within the allowance for loan losses, summarized by segment and class, for the three-month and nine-month periods ended September 30, 2014 and 2013 were as follows:

 

Three Months Ended September 30, 2014  June 30,           Sept. 30,
(In Thousands)  2014
Balance
  Charge-offs  Recoveries  Provision (Credit)  2014
Balance
Allowance for Loan Losses:               
Residential mortgage:               
  Residential mortgage loans - first liens  2,966  ($37)  $12  $18  $2,959
  Residential mortgage loans - junior liens  280  0  0  (5)  275
  Home equity lines of credit  277  0  0  11  288
  1-4 Family residential construction  173  0  0  38  211
Total residential mortgage  3,696  (37)  12  62  3,733
Commercial:               
  Commercial loans secured by real estate  1,896  0  0  (60)  1,836
  Commercial and industrial  626  0  1  40  667
  Political subdivisions  0  0  0  0  0
  Commercial construction and land  163  0  0  145  308
  Loans secured by farmland  96  0  0  58  154
  Multi-family (5 or more) residential  103  0  0  (17)  86
  Agricultural loans  30  0  0  1  31
  Other commercial loans  135  0  0  (6)  129
Total commercial  3,049  0  1  161  3,211
Consumer  127  (24)  12  (5)  110
Unallocated  395  0  0  0  395
                
Total Allowance for Loan Losses  $7,267  ($61)  $25  $218  $7,449

 

 

 

Three Months Ended September 30, 2013  June 30,            Sept. 30,
         (In Thousands)   2013
Balance
   Charge-offs   Recoveries   Provision (Credit)   2013
Balance
Allowance for Loan Losses:               
Residential mortgage:               
  Residential mortgage loans - first liens  $2,871  $0  $0  $54  $2,925
  Residential mortgage loans - junior liens  229  0  0  (15)  214
  Home equity lines of credit  258  0  0  10  268
  1-4 Family residential construction  179  0  0  10  189
Total residential mortgage  3,537  0  0  59  3,596
Commercial:               
  Commercial loans secured by real estate  1,944  (169)  50  (163)  1,662
  Commercial and industrial  628  (176)  1  143  596
  Political subdivisions  0  0  0  0  0
  Commercial construction and land  258  0  0  136  394
  Loans secured by farmland  121  0  0  (4)  117
  Multi-family (5 or more) residential  64  0  0  (9)  55
  Agricultural loans  28  0  0  0  28
  Other commercial loans  5  0  0  86  91
Total commercial  3,048  (345)  51  189  2,943
Consumer  215  (29)  16  (9)  193
Unallocated  398  0  0  0  398
                
Total Allowance for Loan Losses  $7,198  ($374)  $67  $239  $7,130

 

 

24
CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

Nine Months Ended September 30, 2014  December 31,            Sept. 30,
         (In Thousands)   2013
Balance
   Charge-offs   Recoveries   Provision (Credit)   2014
Balance
Allowance for Loan Losses:               
Residential mortgage:               
  Residential mortgage loans - first liens  $2,974  ($96)  $13  $68  $2,959
  Residential mortgage loans - junior liens  294  0  0  (19)  275
  Home equity lines of credit  269  0  0  19  288
  1-4 Family residential construction  168  0  0  43  211
Total residential mortgage  3,705  (96)  13  111  3,733
Commercial:               
  Commercial loans secured by real estate  3,123  (1,521)  250  (16)  1,836
  Commercial and industrial  591  (24)  9  91  667
  Political subdivisions  0  0  0  0  0
  Commercial construction and land  267  (170)  5  206  308
  Loans secured by farmland  115  0  0  39  154
  Multi-family (5 or more) residential  103  0  0  (17)  86
  Agricultural loans  30  0  0  1  31
  Other commercial loans  138  0  0  (9)  129
Total commercial  4,367  (1,715)  264  295  3,211
Consumer  193  (70)  37  (50)  110
Unallocated  398  0  0  (3)  395
                
Total Allowance for Loan Losses  $8,663  ($1,881)  $314  $353  $7,449

 

Nine Months Ended September 30, 2013  December 31,           Sept. 30,
         (In Thousands)   2012
Balance
   Charge-offs   Recoveries   Provision (Credit)   2013
Balance
Allowance for Loan Losses:               
Residential mortgage:               
  Residential mortgage loans - first liens  $2,619  ($65)  $11  $360  $2,925
  Residential mortgage loans - junior liens  247  0  0  (33)  214
  Home equity lines of credit  255  0  0  13  268
  1-4 Family residential construction  96  (11)  0  104  189
Total residential mortgage  3,217  (76)  11  444  3,596
Commercial:               
  Commercial loans secured by real estate  1,930  (169)  343  (442)  1,662
  Commercial and industrial  581  (286)  3  298  596
  Political subdivisions  0  0  0  0  0
  Commercial construction and land  234  (4)  0  164  394
  Loans secured by farmland  129  0  0  (12)  117
  Multi-family (5 or more) residential  67  0  0  (12)  55
  Agricultural loans  27  0  0  1  28
  Other commercial loans  3  0  0  88  91
Total commercial  2,971  (459)  346  85  2,943
Consumer  228  (84)  47  2  193
Unallocated  441  0  0  (43)  398
                
Total Allowance for Loan Losses  $6,857  ($619)  $404  $488  $7,130

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

In the evaluation of the loan portfolio, management determines two major components for the allowance for loan losses – (1) a specific component based on an assessment of certain larger relationships, mainly commercial purpose loans, on a loan-by-loan basis; and (2) a general component for the remainder of the portfolio based on a collective evaluation of pools of loans with similar risk characteristics. The general component is assigned to each pool of loans based on both historical net charge-off experience, and an evaluation of certain qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the above methodologies for estimating specific and general losses in the portfolio.

 

In determining the larger loan relationships for detailed assessment under the specific allowance component, the Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Risk ratings are updated any time that conditions or the situation warrants. Loans not classified are included in the “Pass” column in the table below.

 

The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of September 30, 2014 and December 31, 2013:

           
September 30, 2014   Special      
    (In Thousands) Pass Mention Substandard Doubtful Total
Residential Mortgage:          
     Residential mortgage loans - first liens $278,183 $1,707 $10,974 $79 $290,943
     Residential mortgage loans - junior liens     20,765          328              750 0     21,843
     Home equity lines of credit     35,272          244              459 0     35,975
     1-4 Family residential construction     16,874            21 0 0     16,895
Total residential mortgage   351,094       2,300          12,183           79   365,656
Commercial:          
     Commercial loans secured by real estate   131,571       3,363           9,476 0   144,410
     Commercial and Industrial     42,551       4,665           3,164         235     50,615
     Political subdivisions     14,823 0 0 0     14,823
     Commercial construction and land      6,592          284           2,107           86      9,069
     Loans secured by farmland      6,108          535           1,872           27      8,542
     Multi-family (5 or more) residential      8,795          296                  1 0      9,092
     Agricultural loans      3,244 0                40 0      3,284
     Other commercial loans     13,531            89 0 0     13,620
Total Commercial   227,215       9,232          16,660         348   253,455
Consumer     10,173             1              124 0     10,298
Totals $588,482 $11,533 $28,967 $427 $629,409

 

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

December 31, 2013

(In Thousands)

Pass

Special

Mention

Substandard Doubtful Total
Residential Mortgage:          
     Residential mortgage loans - first liens $286,144 $1,876 $11,629 $182 $299,831
     Residential mortgage loans - junior liens     21,694          351              995 0     23,040
     Home equity lines of credit     33,821          295              414 0     34,530
     1-4 Family residential construction     13,837          0                72 0     13,909
Total residential mortgage   355,496       2,522          13,110         182   371,310
Commercial:          
     Commercial loans secured by real estate   129,834       5,866          11,368         147   147,215
     Commercial and Industrial     32,317       6,697           3,138         235     42,387
     Political subdivisions     16,291          0 0 0     16,291
     Commercial construction and land     13,792          427           2,036         748     17,003
     Loans secured by farmland      8,279          758           1,402           29     10,468
     Multi-family (5 or more) residential     10,665          316                  4 0     10,985
     Agricultural loans      3,169            34                48 0      3,251
     Other commercial loans     14,532            99 0 0     14,631
Total commercial   228,879     14,197          17,996      1,159   262,231
Consumer     10,587             6              169 0     10,762
           
Totals $594,962 $16,725 $31,275 $1,341 $644,303

 

The general component of the allowance for loan losses covers pools of loans including commercial loans not considered individually impaired, as well as smaller balance homogeneous classes of loans, such as residential real estate, home equity lines of credit and other consumer loans. Accordingly, the Corporation generally does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are subject to a restructuring agreement. The pools of loans are evaluated for loss exposure based upon three-year average historical net charge-off rates for each loan class, adjusted for qualitative factors. Qualitative risk factors (described in the following paragraph) are evaluated for the impact on each of the three segments (residential mortgage, commercial and consumer) within the loan portfolio. Each qualitative factor is assigned a value to reflect improving, stable or declining conditions based on management’s judgment using relevant information available at the time of the evaluation. The adjustment for qualitative factors is applied as an increase or decrease to the three-year average net charge-off rate to each loan class within each segment.

 

The qualitative factors used in the general component calculations are designed to address credit risk characteristics associated with each segment. The Corporation’s credit risk associated with all of the segments is significantly impacted by these factors, which include economic conditions within its market area, the Corporation’s lending policies, changes or trends in the portfolio, risk profile, competition, regulatory requirements and other factors. Further, the residential mortgage segment is significantly affected by the values of residential real estate that provide collateral for the loans. The majority of the Corporation’s commercial segment loans (approximately 68% at September 30, 2014) is secured by real estate, and accordingly, the Corporation’s risk for the commercial segment is significantly affected by commercial real estate values. The consumer segment includes a wide mix of loans for different purposes, primarily secured loans, including loans secured by motor vehicles, manufactured housing and other types of collateral.

 

Loans are classified as impaired, when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial loans, by the fair value of the collateral (if the loan is collateral dependent), by future cash flows discounted at the loan’s effective rate or by the loan’s observable market price.

 

The scope of loans evaluated individually for impairment include all loan relationships greater than $200,000 for which there is at least one extension of credit graded Special Mention, Substandard or Doubtful. Also, all loans classified as troubled debt restructurings (discussed in more detail below) and all loan relationships less than $200,000 in the aggregate, but with an estimated loss of $100,000 or more, are individually evaluated for impairment. Loans that are

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

individually evaluated for impairment, but which are not determined to be impaired, are combined with all remaining loans that are not reviewed on a specific basis, and such loans are included within larger pools of loans based on similar risk and loss characteristics for purposes of determining the general component of the allowance. The loans that have been individually evaluated, but which have not been determined to be impaired, are included in the “Collectively Evaluated” column in the tables summarizing the allowance and associated loan balances as of September 30, 2014 and December 31, 2013.

 

The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of September 30, 2014 and December 31, 2013:

 

September 30, 2014  Loans:  Allowance for Loan Losses:
(In Thousands)                  
   Individually  Collectively     Individually  Collectively   
   Evaluated  Evaluated  Totals  Evaluated  Evaluated  Totals
Residential mortgage:                  
  Residential mortgage loans - first liens  $2,498  $288,445  $290,943  $449  $2,510  $2,959
  Residential mortgage loans - junior liens  181  21,662  21,843  100  175  275
  Home equity lines of credit  0  35,975  35,975  0  288  288
  1-4 Family residential construction  0  16,895  16,895  0  211  211
Total residential mortgage  2,679  362,977  365,656  549  3,184  3,733
Commercial:                  
  Commercial loans secured by real estate  6,692  137,718  144,410  18  1,818  1,836
  Commercial and industrial  765  49,850  50,615  98  569  667
  Political subdivisions  0  14,823  14,823  0  0  0
  Commercial construction and land  2,109  6,960  9,069  211  97  308
  Loans secured by farmland  1,809  6,733  8,542  90  64  154
  Multi-family (5 or more) residential  0  9,092  9,092  0  86  86
  Agricultural loans  40  3,244  3,284  0  31  31
  Other commercial loans  0  13,620  13,620  0  129  129
Total commercial  11,415  242,040  253,455  417  2,794  3,211
Consumer  0  10,298  10,298  0  110  110
Unallocated                 395
                   
Total  $14,094  $615,315  $629,409  $966  $6,088  $7,449

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

December 31, 2013  Loans:  Allowance for Loan Losses:
(In Thousands)                  
   Individually  Collectively     Individually  Collectively   
   Evaluated  Evaluated  Totals  Evaluated  Evaluated  Totals
Residential mortgage:                  
  Residential mortgage loans - first liens  $2,727  $297,104  $299,831  $449  $2,525  $2,974
  Residential mortgage loans - junior liens  183  22,857  23,040  100  194  294
  Home equity lines of credit  0  34,530  34,530  0  269  269
  1-4 Family residential construction  0  13,909  13,909  0  168  168
Total residential mortgage  2,910  368,400  371,310  549  3,156  3,705
Commercial:                  
  Commercial loans secured by real estate  7,988  139,227  147,215  1,577  1,546  3,123
  Commercial and industrial  1,276  41,111  42,387  106  485  591
  Political subdivisions  0  16,291  16,291  0  0  0
  Commercial construction  2,776  14,227  17,003  72  195  267
  Loans secured by farmland  1,318  9,150  10,468  29  86  115
  Multi-family (5 or more) residential  0  10,985  10,985  0  103  103
  Agricultural loans  48  3,203  3,251  0  30  30
  Other commercial loans  0  14,631  14,631  0  138  138
Total commercial  13,406  248,825  262,231  1,784  2,583  4,367
Consumer  5  10,757  10,762  0  193  193
Unallocated                 398
                   
Total  $16,321  $627,982  $644,303  $2,333  $5,932  $8,663

 

 

The average balance of impaired loans and interest income recognized on impaired loans is as follows:

 

(In Thousands)  3 Months Ended  9 Months Ended
   Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Average investment in impaired loans  $14,611  $8,773  $14,870  $8,032
Interest income recognized on impaired loans  130  163  503  291
Interest income recognized on a cash basis            
  on impaired loans  130  163  503  291

 

Loans are placed on nonaccrual status for all classes of loans when, in the opinion of management, collection of interest is doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is not recognized on specific impaired loans unless the likelihood of further loss is remote. Interest payments received on loans for which the risk of further loss is greater than remote are applied as a reduction of the loan principal balance. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments. Also, the amortization of deferred loan fees is discontinued when a loan is placed on nonaccrual status.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The breakdown by portfolio segment and class of nonaccrual loans and loans past due ninety days or more and still accruing is as follows:

 

 

(In Thousands)

  September 30, 2014  December 31, 2013
   Past Due     Past Due   
   90+ Days and     90+ Days and   
   Accruing  Nonaccrual  Accruing  Nonaccrual
Residential mortgage:            
  Residential mortgage loans - first liens  $1,589  $3,677  $2,016  $3,533
  Residential mortgage loans - junior liens  130  151  187  110
  Home equity lines of credit  35  86  87  62
  1-4 Family residential construction  0  0  0  72
Total residential mortgage  1,754  3,914  2,290  3,777
Commercial:            
  Commercial loans secured by real estate  703  5,931  744  7,096
  Commercial and industrial  5  450  17  434
  Commercial construction and land  110  2,001  5  2,663
  Loans secured by farmland  29  1,361  0  902
  Agricultural loans  0  40  0  35
Total commercial  847  9,783  766  11,130
Consumer  1  25  75  27
             
Totals  $2,602  $13,722  $3,131  $14,934

 

The amounts shown in the table immediately above include loans classified as troubled debt restructurings (described in more detail below), if such loans are past due ninety days or more or nonaccrual.

 

The table below presents a summary of the contractual aging of loans as of September 30, 2014 and December 31, 2013:

 

   As of September 30, 2014  As of December 31, 2013
   Current &           Current &         
    (In Thousands)  Past Due  Past Due  Past Due     Past Due  Past Due  Past Due   
   Less than  30-89  90+     Less than  30-89  90+   
   30 Days  Days  Days  Total  30 Days  Days  Days  Total
Residential mortgage:                        
  Residential mortgage loans - first liens  $284,215  $3,457  $3,271  $290,943  $289,483  $6,776  $3,572  $299,831
  Residential mortgage loans - junior liens  21,325  246  272  21,843  22,247  506  287  23,040
  Home equity lines of credit  35,766  88  121  35,975  34,263  118  149  34,530
  1-4 Family residential construction  16,895  0  0  16,895  13,837  0  72  13,909
Total residential mortgage  358,201  3,791  3,664  365,656  359,830  7,400  4,080  371,310
                         
Commercial:                        
  Commercial loans secured by real estate  141,669  1,480  1,261  144,410  145,055  405  1,755  147,215
  Commercial and industrial  50,199  277  139  50,615  41,730  434  223  42,387
  Political subdivisions  14,823  0  0  14,823  16,291  0  0  16,291
  Commercial construction and land  6,916  42  2,111  9,069  14,303  32  2,668  17,003
  Loans secured by farmland  6,922  230  1,390  8,542  9,267  329  872  10,468
  Multi-family (5 or more) residential  8,796  296  0  9,092  10,985  0  0  10,985
  Agricultural loans  3,238  6  40  3,284  3,203  13  35  3,251
  Other commercial loans  13,620  0  0  13,620  14,631  0  0  14,631
Total commercial  246,183  2,331  4,941  253,455  255,465  1,213  5,553  262,231
Consumer  10,212  85  1  10,298  10,516  171  75  10,762
                         
Totals  $614,596  $6,207  $8,606  $629,409  $625,811  $8,784  $9,708  $644,303

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Nonaccrual loans are included in the contractual aging in the immediately preceding table. A summary of the contractual aging of nonaccrual loans at September 30, 2014 and December 31, 2013 is as follows:

 

   Current &         
(In Thousands)  Past Due  Past Due  Past Due   
   Less than  30-89  90+   
   30 Days  Days  Days  Total
September 30, 2014 Nonaccrual Totals  $6,969  $749  $6,004  $13,722
December 31, 2013 Nonaccrual Totals  $7,878  $479  $6,577  $14,934

 

Loans whose terms are modified are classified as Troubled Debt Restructurings (TDRs) if the Corporation grants such borrowers concessions, and it is deemed that those borrowers are experiencing financial difficulty. Loans classified as TDRs are designated as impaired. The outstanding balance of loans subject to TDRs, as well as contractual aging information at September 30, 2014 and December 31, 2013 is as follows:

 

   Current &            
(In Thousands)  Past Due  Past Due  Past Due      
   Less than  30-89  90+      
   30 Days  Days  Days  Nonaccrual  Total
September 30, 2014 Totals  $1,325  $509  $171  $6,001  $8,006
December 31, 2013 Totals  $3,254  $13  $0  $908  $4,175

 

There were no TDRs that occurred during the three-month periods ended September 30, 2014 and 2013. TDRs that occurred during the nine-month periods ended September 30, 2014 and 2013 were as follows:

 

 
Nine Months Ended September 30, 2014
     Pre-  Post-
(Balances in Thousands)     Modification  Modification
   Number  Outstanding  Outstanding
   of  Recorded  Recorded
   Contracts  Investment  Investment
Residential mortgage,         
  Residential mortgage loans - first liens  3  $150  $150
Commercial:         
  Commercial loans secured by real estate  5  6,679  5,193
  Commercial and industrial  1  80  80
 
         
Nine Months Ended September 30, 2013     Pre-  Post-
(Balances in Thousands)     Modification  Modification
   Number  Outstanding  Outstanding
   of  Recorded  Recorded
   Contracts  Investment  Investment
Residential mortgage:         
  Residential mortgage loans - first liens  6  $677  $677
  Residential mortgage loans - junior liens  3  102  102
Commercial:         
  Commercial loans secured by real estate  1  440  440
  Loans secured by farmland  4  512  512
  Agricultural loans  1  13  13
Consumer  1  6  6

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The TDRs in the nine-month period ended September 30, 2014 related to residential mortgage loans included a reduction in payment amount on one contract, an interest only period on one contract and a reduction in interest rate and payment on one contract. The TDRs related to commercial loans in the nine-month period ended September 30, 2014 relate to six contracts associated with one relationship. The Corporation entered into a forbearance agreement with this commercial borrower which includes a reduction in monthly payment amounts over a fifteen-month period. At the end of the fifteen-month period, the monthly payment amounts would revert to the original amounts, unless the forbearance agreement is extended or the payment requirements are otherwise modified. The Corporation recorded a charge-off of $1,486,000 in the second quarter 2014 as a result of these modifications, as the payment amounts based on the forbearance agreement are not sufficient to fully amortize the contractual amount of principal outstanding on the loans. The amount of the charge-off was determined based on the excess of the contractual principal due over the present value of the payment amounts provided for in the forbearance agreement, assuming the revised payment amounts would continue until maturity, at the contractual interest rates. After the effect of the $1,486,000 charge-off related to loans to one commercial borrower described above, there was no allowance for loan losses on loans to that borrower at September 30, 2014, while the allowance on the loans amounted to $1,552,000 at December 31, 2013. There were no other changes in the allowance for loan losses related to TDRs that occurred during the nine-month period ended September 30, 2014.

 

The TDRs in the nine-month period ended September 30, 2013 included interest only payments for an extended period of time on ten contracts, extensions of the final maturity date on three contracts, reduction in interest rate on two contracts, and reduction in payment amount for one year on one contract. There was no allowance for loan losses on these loans at September 30, 2013 and no change in the allowance for loan losses resulting from these TDRs during the nine-month period ended September 30, 2013.

 

In the third quarter of 2014 and 2013, there were no defaults on loans for which modifications considered to be TDRs were entered into within the previous 12 months. In the nine-month periods ended September 30, 2014 and 2013, defaults on loans for which modifications considered to be TDRs were entered into within the previous 12 months were as follows:

 

   Number   
   of  Recorded
   Contracts  Investment
Nine Months Ended September 30, 2014      
(Balances in Thousands)      
Residential mortgage:      
  Residential mortgage loans - first liens  2  $223
  Residential mortgage loans - junior liens  1  62
Commercial:      
  Loans secured by real estate  1  429
  Loans secured by farmland  4  490
  Agricultural  1  13
 
      
   Number   
   of  Recorded
   Contracts  Investment
Nine Months Ended September 30, 2013      
(Balances in Thousands)      
Commercial,      
  Commercial loans secured by real estate  1  $440

 

In the nine-month period ended September 30, 2014, the events of default in the table listed above included a borrower’s failure to make reduced payments provided for at a reduced interest rate on a first lien residential mortgage. The other events of default listed above in the nine-month periods ended September 30, 2014 resulted from the borrowers’ failure to make interest only monthly payments. There were no allowances for loan losses recorded on these loans at September 30, 2014.

 

In the nine-month period ended September 30, 2013, the event of default listed in the table resulted from the borrower’s failure to make interest only payments. There was no allowance for loan losses recorded on this loan at September 30, 2013.

 

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8. BORROWED FUNDS

 

SHORT-TERM BORROWINGS      
       
Short-term borrowings include the following:      
       
(In Thousands)  Sept. 30,  Dec. 31,
   2014  2013
FHLB-Pittsburgh borrowings  $0  $20,000
Customer repurchase agreements  6,765  3,385
Total short-term borrowings  $6,765  $23,385

 

The FHLB-Pittsburgh loan facilities are collateralized by qualifying loans secured by real estate with a book value totaling $446,404,000 at September 30, 2014 and $453,792,000 at December 31, 2013. Also, the FHLB-Pittsburgh loan facilities require the Corporation to invest in established amounts of FHLB-Pittsburgh stock. The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in Other Assets) were $2,924,000 at September 30, 2014 and $3,656,000 at December 31, 2013.

 

The short-term borrowing from the FHLB-Pittsburgh matured in January 2014 and had an interest rate of 0.24%.

 

The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10% at September 30, 2014 and December 31, 2013. The carrying value of the underlying securities was $10,824,000 at September 30, 2014 and $11,269,000 at December 31, 2013.

 
LONG-TERM BORROWINGS
      
       
Long-term borrowings are as follows:      
(In Thousands)  Sept. 30,  Dec. 31,
   2014  2013
FHLB-Pittsburgh borrowings  $12,131  $12,338
Repurchase agreements  61,000  61,000
Total long-term borrowings  $73,131  $73,338
       
Long-term borrowings from FHLB - Pittsburgh are as follows:      
(In Thousands)  Sept. 30,  Dec. 31,
   2014  2013
Loan maturing in 2016 with a rate of 6.86%  $119  $153
Loan maturing in 2017 with a rate of 6.83%  18  22
Loan maturing in 2017 with a rate of 3.81%  10,000  10,000
Loan maturing in 2020 with a rate of 4.79%  1,027  1,146
Loan maturing in 2025 with a rate of 4.91%  967  1,017
Total long-term FHLB-Pittsburgh borrowings  $12,131  $12,338
       

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

Repurchase agreements included in long-term borrowings are as follows:      
       
(In Thousands)  Sept. 30,  Dec. 31,
   2014  2013
Agreement maturing in 2017 with a rate of 3.595%  $27,000  $27,000
Agreement maturing in 2017 with a rate of 4.265%  34,000  34,000
Total long-term repurchase agreements  $61,000  $61,000

 

The Corporation incurred a loss of $1,023,000 in the first quarter of 2013 on prepayment of $7,000,000 of the agreement with an interest rate of 3.595%. Each of these borrowings is putable by the issuer at quarterly intervals.

 

Securities sold under repurchase agreements were delivered to the broker-dealer who is the counter-party to the transactions. The broker-dealer may have sold, loaned or otherwise disposed of such securities to other parties in the normal course of their operations, and has agreed to resell to the Corporation substantially identical securities at the maturities of the agreements. The Master Repurchase Agreement between the Corporation and the broker-dealer provides that the Agreement constitutes a “netting contract,” as defined; however, the Corporation and the broker-dealer have no other obligations to one another and accordingly, no netting has occurred. The carrying value of the underlying securities was $73,837,000 at September 30, 2014 and $79,814,000 at December 31, 2013.

 

9. DEFINED BENEFIT PLANS

 

The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits and life insurance to employees who meet certain age and length of service requirements. Effective January 1, 2013, this plan was amended so that full-time employees no longer accrue service time toward the Corporation-subsidized portion of the medical benefits. The plan was also amended effective January 1, 2013 to change some of the age and length-of-service requirements for participants to receive some of the benefits provided under the plan. This plan contains a cost-sharing feature, which causes participants to pay for all future increases in costs related to benefit coverage. Accordingly, actuarial assumptions related to health care cost trend rates do not significantly affect the liability balance at September 30, 2014 and December 31, 2013, and are not expected to significantly affect the Corporation's future expenses. The Corporation uses a December 31 measurement date for the postretirement plan

 

In an acquisition in 2007, the Corporation assumed the Citizens Trust Company Retirement Plan, a defined benefit pension plan. This plan covers certain employees who were employed by Citizens Trust Company on December 31, 2002, when the plan was amended to discontinue admittance of any future participant and to freeze benefit accruals. Information related to the Citizens Trust Company Retirement Plan has been included in the tables that follow. The Corporation uses a December 31 measurement date for this plan.

 

The components of net periodic benefit costs from these defined benefit plans are as follows:

 

(In Thousands)  Pension  Postretirement
   Nine Months Ended  Nine Months Ended
   Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Service cost  $0  $0  $26  $31
Interest cost  55  53  43  41
Expected return on plan assets  (66)  (68)  0  0
Amortization of prior service cost  0  0  (23)  (23)
Recognized net actuarial loss  11  23  0  0
Net periodic benefit cost  $0  $8  $46  $49

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

       
   Pension  Postretirement
   Three Months Ended  Three Months Ended
   Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Service cost  $0  $0  $9  $10
Interest cost  18  17  14  13
Expected return on plan assets  (22)  (23)  0  0
Amortization of prior service cost  0  0  (7)  (7)
Recognized net actuarial loss  3  7  0  0
Net periodic benefit cost  ($1)  $1  $16  $16

 

In the first nine months of 2014, the Corporation funded postretirement contributions totaling $42,000, with estimated annual postretirement contributions of $60,000 expected in 2014 for the full year. The Corporation made no contribution to the defined benefit pension plan in the nine months of 2014. Based upon the related actuarial reports, no defined benefit pension contributions are required in 2014, though the Corporation may make discretionary contributions.

 

10. STOCK-BASED COMPENSATION PLANS

 

In January 2014, the Corporation granted options to purchase a total of 39,027 shares of common stock through its Stock Incentive and Independent Directors Stock Incentive Plans. In January 2013, the Corporation granted options to purchase a total of 64,050 shares of common stock. The exercise price for the 2014 awards is $20.45 per share, and the exercise price for the 2013 awards is $19.21 per share, based on the market price as of the date of grant. Stock option expense is recognized over the vesting period of each option. The Corporation expects total stock option expense for the year ending December 31, 2014 will be $154,000, and total stock option expense for the year ended December 31, 2013 was $242,000.

 

The Corporation records stock option expense based on estimated fair value calculated using an option valuation model. In calculating the 2014 and 2013 fair values, the Corporation utilized the Black-Scholes-Merton option-pricing model. The calculated fair value of each option granted, and significant assumptions used in the calculations, are as follows:

 

  2014 2013
Fair value of each option granted $5.50 $5.56
Volatility 39% 41%
Expected option lives 8 Years 8 Years
Risk-free interest rate 2.85% 1.60%
Dividend yield 4.33% 3.69%

 

In calculating the estimated fair value of stock option awards, management based its estimates of volatility and dividend yield on the Corporation’s experience over the immediately prior period of time consistent with the estimated lives of the options. The risk-free interest rate was based on the published yield of zero-coupon U.S. Treasury strips with an applicable maturity as of the grant dates. The expected option lives were based on management’s estimates of the average term for all options issued under both plans. In 2014, management assumed a 34% forfeiture rate for options granted under the Stock Incentive Plan, and a 3% forfeiture rate for the Directors Stock Incentive Plan. In 2013, management assumed a 33% forfeiture rate for options granted under the Stock Incentive Plan, and a 0% forfeiture rate for the Directors Stock Incentive Plan. These estimated forfeiture rates were determined based on the Corporation’s historical experience.

 

In January 2014, the Corporation awarded a total of 16,711 shares of restricted stock under the Stock Incentive and Independent Directors Stock Incentive Plans. In January 2013, a total of 37,886 shares of restricted stock were awarded under the Plans. Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period. For most of the restricted stock awards granted under the Stock Incentive Plan, the Corporation must meet an annual targeted return on average equity (“ROAE”) performance ratio, as defined, in order for participants to vest. Management has estimated restricted stock expense in the first nine months of 2014 based on an assumption that the ROAE target for 2014 will be met. For 2014 restricted stock awards under the Stock Incentive Plan to individuals who are substantially involved in mortgage lending, and for restricted stock awards under the Independent Directors Stock Incentive Plan, vesting is not dependent on the Corporation’s ROAE.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Total stock-based compensation expense is as follows:

 

(In Thousands)  3 Months Ended  9 Months Ended
   Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
   2014  2013  2014  2013
 Stock options  $0  $0  $154  $262
 Restricted stock  79  113  309  343
             
 Total  $79  $113  $463  $605

 

11. INCOME TAXES

 

The net deferred tax asset at September 30, 2014 and December 31, 2013 represents the following temporary difference components:

 

   Sept. 30,  December 31,
  (In Thousands)  2014  2013
Deferred tax assets:      
  Unrealized holding losses on securities  $0  $541
  Net realized losses on securities  144  91
  Allowance for loan losses  2,607  3,032
  Credit for alternative minimum tax paid  1,073  1,905
  Other deferred tax assets  2,443  2,332
Total deferred tax assets  6,267  7,901
       
Deferred tax liabilities:      
  Unrealized holding gains on securities  2,121  0
  Defined benefit plans - ASC 835  52  6
  Bank premises and equipment  1,193  1,314
  Core deposit intangibles  21  30
  Other deferred tax liabilities  207  207
Total deferred tax liabilities  3,594  1,557
Deferred tax asset, net  $2,673  $6,344

 

The provision for income tax for the three-month and nine-month periods ended September 30, 2014 and 2013 is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The effective tax rates for the Corporation are as follows:

 

   Three Months Ended  Nine Months Ended
(In thousands)  September 30,  September 30,
   2014  2013  2014  2013
Income before income tax provision  $5,678  $6,268  $16,928  $19,203
Income tax provision  1,411  1,579  4,210  4,834
  Effective tax rate  24.85%  25.19%  24.88%  25.17%

 

The effective tax rate for each period presented differs from the statutory rate of 35% principally because of the effects of tax-exempt interest income.

 

The Corporation has investments in three limited partnerships that manage affordable housing projects that have qualified for the federal low-income housing tax credit. The Corporation’s expected return from these investments is based on the receipt of tax credits and tax benefits from deductions of operating losses. The Corporation uses the effective yield method to account for these investments, with the benefits recognized as a reduction of the provision for income taxes. For two of the three limited partnership investments, the tax credits have been received in full in prior years, and the Corporation has fully realized the benefits of the credits and amortized its initial investments in the partnerships. The most recent affordable housing project was completed in 2013, and the Corporation received tax credits in 2013 and expects to continue to receive tax credits annually through 2022. The carrying amount of the Corporation’s investment is $929,000

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

at September 30, 2014 and $996,000 at December 31, 2013 (included in Other Assets in the consolidated balance sheets). For the year ending December 31, 2014, the estimated amount of tax credits and other tax benefits to be received is $159,000 and the estimated amount to be recognized as a reduction of the provision for income taxes is $83,000. For the year ended December 31, 2013, tax credits and other tax benefits totaled $160,000 and the amount recognized as a reduction of the provision for income taxes for 2013 was $85,000. The reduction in the provision for income taxes resulting from this investment totaled $21,000 in the third quarter 2014 and $62,000 for the nine months ended September 30, 2014, and $21,000 in the third quarter 2013 and $64,000 for nine months ended September 30, 2013.

 

The Corporation has no unrecognized tax benefits, nor pending examination issues related to tax positions taken in preparation of its income tax returns. With limited exceptions, the Corporation is no longer subject to examination by the Internal Revenue Service for years prior to 2010.

 

12. CONTINGENCIES

 

In the normal course of business, the Corporation may be subject to pending and threatened lawsuits in which claims for monetary damages could be asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of such pending legal proceedings.

 

13. RECENT ACCOUNTING PRONOUNCEMENTS

 

The FASB issues Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification (ASC). This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the near future.

 

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this standard clarify that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. For the Corporation, the amendments in this Update are effective beginning in the first quarter 2014. The Corporation will be affected by these amendments if unrecognized tax benefits arise in future periods.

 

In December 2013, the FASB issued ASU 2013-12, Definition of a Public Business Entity. The amendment in this Update provides a single definition of public business entity for use in future financial accounting and reporting guidance. The amendment does not affect existing requirements and does not have an effective date. The amendment specifies the following: (1) an entity that is required by the Securities and Exchange Commission (SEC) to file or furnish financial statements with the SEC, or does file or furnish financial statements with the SEC, is considered a public entity, (2) a consolidated subsidiary of a public company is not considered a public business entity for purposes of its standalone financial statements other than those included in an SEC filing by its parent or by other registrants or those that are issuers and are required to file or furnish financial statements with the SEC, and (3) a business entity that has securities that are not subject to contractual restrictions on transfer and that is by law, contract or regulation required to prepare U.S. GAAP financial statements (including footnotes) and make them publicly available on a periodic basis is considered a public business entity. Based on this definition, Citizens & Northern Corporation is considered a public business entity, while the individual subsidiaries are not considered to be public business entities for purposes of their standalone financial statements.

 

In January 2014, the FASB issued ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. This Update provides guidance on accounting for investments in flow-through limited liability entities that qualify for the federal low-income housing tax credit. Currently, under U.S. GAAP, a reporting entity that invests in a qualified affordable housing project may elect to account for that investment using the effective yield method if certain conditions are met, or alternatively, the investment would be accounted for under either the equity method or the cost method. Generally, investors in qualified affordable housing project investments expect to receive all of their return through the receipt of tax credits and tax deductions from operating losses, and use of the effective yield method results in recognition of the return

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

as a reduction of income tax expense over the period of the investment. The amendments in this Update modify the conditions that a reporting entity must meet to be eligible to use a method other than the equity or cost methods to

account for investments in qualified affordable housing projects. Additionally, the amendments introduce new recurring disclosure requirements about investments in qualified affordable housing projects. The amendments in this Update are effective for the Corporation for annual and interim periods beginning in the first quarter 2015, and are to be applied retrospectively. Information concerning the Corporation’s investments in qualified affordable housing projects is provided in Note 11 to these unaudited consolidated financial statements.

 

In January 2014, the FASB issued ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The objective of the amendments in this Update is to reduce diversity among reporting entities by clarifying when an in substance foreclosure occurs. The amendments in this Update clarify that an in substance foreclosure occurs, and a creditor is considered to have received physical possession of residential real property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to the requirements of the applicable jurisdiction. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. Under the modified retrospective transition method, an entity would record a cumulative-effect adjustment to residential consumer mortgage loans and foreclosed residential real estate properties existing as of the beginning of the annual period for which the amendments are effective. For prospective transition, an entity would apply the amendments to all instances of an entity receiving physical possession of residential real estate property collateralizing consumer mortgage loans that occur after the date of adoption. Early adoption is permitted. The amendments in this Update are effective for the Corporation for annual and interim periods beginning in the first quarter 2015, and the Corporation is in the process of determining how it will apply the amendments to its accounting and reporting practices.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides a principles-based framework for revenue recognition that supersedes virtually all previously issued revenue recognition guidance under U.S. GAAP. Additionally, the ASU requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The core principle of the five-step revenue recognition framework is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU will be effective for all annual and interim periods beginning in the first quarter 2017. The amendments in the ASU should be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. The Corporation is in the process of evaluating the potential impact of adopting this ASU, including determining which transition method to apply.

 

In June 2014, the FASB issued ASU 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. In addition to various other amendments that will affect accounting and disclosures for transactions in which the Corporation has not engaged to date, this Update requires expanded disclosures for repurchase agreements that are accounted for as secured borrowings, including: (1) a disaggregation of the gross obligation by the class of collateral pledged, (2) the remaining contractual tenor of the agreements and (3) a discussion of the potential risks associated with the agreements and the related collateral pledged, including obligations arising from a decline in the fair value of the collateral pledged and how those risks are managed. The expanded disclosure requirements associated with repurchase agreements are effective for the Corporation for annual and interim periods beginning in the second quarter 2015. Information concerning the Corporation’s repurchase agreements is provided in Note 8 to these unaudited consolidated financial statements.

 

In August 2014, the FASB issued ASU 2014-14, Receivables – Troubled Debt Restructuring by Creditors, which requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. The amendments in this Update are effective for the Corporation for annual and interim periods beginning in the first quarter 2015.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

Certain statements in this section and elsewhere in this quarterly report on Form 10-Q are forward-looking statements. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the Corporation) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements, which are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, "should", “likely”, "expect", “plan”, "anticipate", “target”, “forecast”, and “goal”. These forward-looking statements are subject to risks and uncertainties that are difficult to predict, may be beyond management’s control and could cause results to differ materially from those expressed or implied by such forward-looking statements. Factors which could have a material, adverse impact on the operations and future prospects of the Corporation include, but are not limited to, the following:

 

·changes in monetary and fiscal policies of the Federal Reserve Board and the U. S. Government, particularly related to changes in interest rates
·changes in general economic conditions
·legislative or regulatory changes
·downturn in demand for loan, deposit and other financial services in the Corporation’s market area
·increased competition from other banks and non-bank providers of financial services
·technological changes and increased technology-related costs
·changes in accounting principles, or the application of generally accepted accounting principles.

 

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

EARNINGS OVERVIEW

 

Net income in the third quarter 2014 totaled $4,267,000, or $0.34 per basic and diluted share, up from $0.33 per share in the second quarter 2014 and down from $0.38 per share in the third quarter 2013. For the nine months ended September 30, 2014, net income was $12,718,000, or $1.02 per basic and diluted share, down from $1.16 per share for the first nine months of 2013. Earnings results for the nine months ended September 30, 2014 reflected an annualized return on average assets of 1.37% and an annualized return on average equity of 9.18%.

 

Some of the more significant fluctuations in the components of earnings between the third quarter and second quarter of 2014, and between the three-month and nine-month periods ended September 30, 2014 and the corresponding periods in 2013 are as follows:

 

·Net interest income of $10,285,000 in the third quarter 2014 was up slightly from the second quarter 2014, reflecting increases compared to the prior quarter in average balances of deposits of $14,979,000, available-for-sale securities of $9,548,000 and loans outstanding of $4,321,000. Third quarter 2014 net interest income was down 3.3% from the third quarter 2013 and net interest income for the first nine months of 2014 was down $1,942,000 (6.0%) from the first nine months of 2013. Yields earned on securities and loans have fallen by more than interest rates paid on deposits and borrowings over the course of 2013 and the first nine months of 2014. The net interest margin was 3.75% in the third quarter 2014, down from 3.84% in the second quarter 2014 and 3.97% in the third quarter 2013. For the first nine months of 2014, the net interest margin was 3.82% as compared to 4.10% for the first nine months of 2013. The average balance of loans outstanding was $33.3 million (5.0%) lower in the first nine months of 2014 as compared to the first nine months of 2013.

 

·The provision for loan losses was $218,000 in the third quarter 2014 as compared to $446,000 in the second quarter 2014 and $239,000 in the third quarter 2013. For the first nine months of 2014, the provision for loan losses totaled $353,000, down from $488,000 for the first nine months of 2013.

 

·Noninterest revenue of $3,887,000 in the third quarter 2014 was down $93,000 (2.3%) from the second quarter 2014, and down $406,000 (9.5%) from the third quarter 2013. For the first nine months of 2014, noninterest revenue was $709,000 (5.8%) lower than in the first nine months of 2013. Gains from sales of residential mortgage loans totaled $557,000 in the first nine months of 2014, down from $1,560,000 in the first nine months of 2013, reflecting lower volume from refinancing activity. Total trust and brokerage revenue of $4,007,000 in the first nine months of 2014 was $399,000 (11.1%) higher than the total in the first nine months of 2013.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

·In the third quarter 2014, realized gains from available-for-sale securities totaled $760,000, including gains from sales of mortgage-backed securities and other debt securities totaling $471,000 and gains from sales of equity securities (bank stocks) totaling $289,000. In comparison, realized gains from available-for-sale securities totaled $103,000 in the second quarter 2014 and $193,000 in the third quarter 2013. Realized gains from available-for-sale securities totaled $894,000 in the first nine months of 2014, while in the first nine months of 2013 realized gains from securities totaled $1,452,000 and losses from prepayment of borrowings totaled $1,023,000.

 

·Noninterest expenses totaled $9,036,000 in the third quarter 2014, up from $8,347,000 in the second quarter 2014 and $8,610,000 in the third quarter 2013. In the third quarter 2014, salaries and wages expense increased $702,000 over the second quarter 2014, and $812,000 over the third quarter 2013, mainly because of severance expenses. In the first nine months of 2014, total noninterest expenses, excluding losses from prepayment of borrowings, were $224,000 (0.9%) higher than in the first nine months of 2013. Salaries and wages expense increased $788,000 in the first nine months of 2014 as compared to the corresponding period in 2013, mainly as a result of severance benefits, and pensions and other employee benefit expenses increased $398,000, mainly due to higher health care costs. Professional fees expense was $997,000 lower in the first nine months of 2014 as compared to the first nine months of 2013, as the total in 2013 included fees associated with projects designed to identify sources of noninterest revenue and reductions in debit card and ATM processing expense.

 

More detailed information concerning fluctuations in the Corporation’s earnings results are provided in other sections of Management’s Discussion and Analysis.

 

TABLE I - QUARTERLY FINANCIAL DATA                     
(In Thousands)                     
   Sept. 30,  June 30,  Mar. 31,  Dec. 31,  Sept. 30,  June 30,  Mar. 31,
   2014  2014  2014  2013  2013  2013  2013
Interest income  $11,572  $11,563  $11,406  $11,885  $12,027  $12,355  $12,647
Interest expense  1,287  1,290  1,288  1,354  1,396  1,415  1,600
Net interest income  10,285  10,273  10,118  10,531  10,631  10,940  11,047
Provision (credit) for loan losses  218  446  (311)  1,559  239  66  183
Net Interest income after provision (credit)                     
  for loan losses  10,067  9,827  10,429  8,972  10,392  10,874  10,864
Other income  3,887  3,980  3,751  4,124  4,293  4,191  3,843
Net gains on available-for-sale securities  760  103  31  266  193  100  1,159
Loss on prepayment of debt  0  0  0  0  0  0  1,023
Other expenses  9,036  8,347  8,524  7,788  8,610  8,520  8,553
Income before income tax provision  5,678  5,563  5,687  5,574  6,268  6,645  6,290
Income tax provision  1,411  1,400  1,399  1,349  1,579  1,671  1,584
Net income  $4,267  $4,163  $4,288  $4,225  $4,689  $4,974  $4,706
Net income per share – basic  $0.34  $0.33  $0.35  $0.34  $0.38  $0.40  $0.38
Net income per share – diluted  $0.34  $0.33  $0.34  $0.34  $0.38  $0.40  $0.38

 

CRITICAL ACCOUNTING POLICIES

 

The presentation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates.

 

A material estimate that is particularly susceptible to significant change is the determination of the allowance for loan losses. Management believes the allowance for loan losses is adequate and reasonable. Analytical information related to the Corporation’s aggregate loans and the related allowance for loan losses is summarized by loan segment and classes of loans in Note 7 to the unaudited consolidated financial statements. Additional discussion of the Corporation’s allowance for loan losses is provided in a separate section later in Management’s Discussion and Analysis. Given the very subjective nature of identifying and valuing loan losses, it is likely that well-informed individuals could make materially different assumptions, and could, therefore calculate a materially different allowance value. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

allowance based on their judgments of information available to them at the time of their examination.

 

Another material estimate is the calculation of fair values of the Corporation’s debt securities. For most of the Corporation’s debt securities, the Corporation receives estimated fair values of debt securities from an independent valuation service, or from brokers. In developing fair values, the valuation service and the brokers use estimates of cash flows, based on historical performance of similar instruments in similar interest rate environments. Based on experience, management is aware that estimated fair values of debt securities tend to vary among brokers and other valuation services.

 

As described in Note 6 to the unaudited consolidated financial statements, management evaluates securities for other-than-temporary impairment (OTTI). In making that evaluation, consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Corporation intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery. Management’s assessments of the likelihood and potential for recovery in value of securities are subjective and based on sensitive assumptions.

 

NET INTEREST INCOME

 

The Corporation’s primary source of operating income is net interest income, which is equal to the difference between the amounts of interest income and interest expense. Tables II, III and IV include information regarding the Corporation’s net interest income for the three-month and nine-month periods ended September 30, 2014 and September 30, 2013. In each of these tables, the amounts of interest income earned on tax-exempt securities and loans have been adjusted to a fully taxable-equivalent basis. Accordingly, the net interest income amounts reflected in these tables exceed the amounts presented in the consolidated financial statements. The discussion that follows is based on amounts in the related Tables.

 

Nine-Month Periods Ended September 30, 2014 and 2013

 

For the nine-month periods, fully taxable equivalent net interest income was $32,946,000 in 2014, $2,118,000 (6.0%) lower than in 2013. As shown in Table IV, interest rate changes had the effect of decreasing net interest income $1,341,000 and changes in volume had the effect of decreasing net interest income $777,000 in 2014 compared to 2013. The most significant components of the rate-related change in net interest income in 2014 were a decrease in interest income of $1,422,000 attributable to lower rates earned on loans receivable and a decrease in interest income of $244,000 attributable to lower rates earned on available-for-sale securities, partially offset by a decrease in interest expense of $314,000 due to lower rates paid on interest-bearing deposits. The most significant components of the volume-related change in net interest income in 2014 were a decrease in interest income of $1,398,000 attributable to a decline in the balance of loans receivable, partially offset by an increase in interest income of $415,000 from an increase in available-for-sale securities, a decrease in interest expense of $134,000 attributable to a reduction in the balance of interest-bearing deposits (primarily certificates of deposit) and a decrease in interest expense of $105,000 attributable to a reduction in the balance of borrowed funds. As presented in Table III, the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) was 3.66% in 2014, as compared to 3.92% in 2013.

 

INTEREST INCOME AND EARNING ASSETS

 

Interest income totaled $36,811,000 in 2014, a decrease of 6.7% from 2013. Interest and fees on loans receivable decreased $2,820,000, or 9.9%. The average balance of gross loans receivable decreased 5.0% to $627,810,000 in 2014 from $661,144,000 in 2013. The Corporation experienced contraction in the balance of loans receivable due to borrowers prepaying or refinancing existing loans combined with modest demand for new loans. The decline in the balance of the residential mortgage portfolio was also affected by management’s decision to sell a significant portion of newly originated residential mortgages on the secondary market. The Corporation’s average rate of return on loans receivable declined to 5.48% in 2014 from 5.77% in 2013 as rates on new loans have decreased.

 

As indicated in Table III, average available-for-sale securities (at amortized cost) totaled $491,361,000 in 2014, an increase of $35,469,000 (7.8%) from 2013. The net increase in the Corporation’s available-for-sale securities portfolio was primarily made up of mortgage-backed securities and collateralized mortgage obligations issued or guaranteed by U.S. Government agencies. The Corporation’s yield on securities was lower in 2014 than in 2013, primarily because of lower market interest rates. The average rate of return on available-for-sale securities was 2.98% for 2014 and 3.17% in 2013.

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

 

Interest expense fell $546,000, or 12.4%, to $3,865,000 in 2014 from $4,411,000 in 2013. Table III shows that the overall cost of funds on interest-bearing liabilities fell to 0.61% in 2014 from 0.69% in 2013.

 

Total average deposits (interest-bearing and noninterest-bearing) decreased 0.2%, to $963,212,000 in 2014 from $965,126,000 in 2013. Decreases in the average balances of certificates of deposit, Individual Retirement Accounts, and money market accounts were partially offset by increases in average balances of demand deposits, interest checking and savings accounts. Consistent with continuing low short-term market interest rates, the average rates incurred on certificates of deposit have decreased significantly in 2014 as compared to 2013.

 

Total average borrowed funds decreased $2,797,000 to $79,927,000 in 2014 from $82,724,000 in 2013.

 

Three-Month Periods Ended September 30, 2014 and 2013

 

For the three-month periods, fully taxable equivalent net interest income was $11,031,000 in 2014, which was $398,000 (3.5%) lower than in 2013. As shown in Table IV, interest rate changes had the effect of decreasing net interest income $252,000 and net changes in volume had the effect of decreasing net interest income $146,000 in 2014 compared to 2013. As presented in Table III, the “Interest Rate Spread” was 3.59% in 2014, as compared to 3.81% in 2013.

 

Interest income totaled $12,318,000 in 2014, a decrease of $507,000 (4.0%) from 2013. Income from available-for-sale securities increased $178,000 (5.0%), while interest and fees from loans receivable decreased $684,000, or 7.4%. As indicated in Table III, total average available-for-sale securities (at amortized cost) in 2014 increased to $505,782,000 from $466,270,000 in 2013. The average rate of return on available-for-sale securities was 2.91% for 2014, down from 3.00% in 2013. For the three-month period, the average balance of gross loans receivable decreased 3.6% to $626,336,000 in 2014 from $650,030,000 in 2013. The average rate of return on loans was 5.43% in 2014, down from 5.65% in 2013.

 

For the three-month period, interest expense fell $109,000, or 7.8%, to $1,287,000 in 2014 from $1,396,000 in 2013. Total average deposits (interest-bearing and noninterest-bearing) amounted to $979,530,000 in the third quarter 2014, an increase of $20,714,000 (2.2%) over the third quarter 2013 total. The average interest rate on interest-bearing liabilities was 0.60% in the third quarter 2014 as compared to 0.65% in the third quarter 2013.

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

TABLE II - ANALYSIS OF INTEREST INCOME AND EXPENSE

 

  Three Months Ended   Nine Months Ended  
  Sept. 30,  Increase/ Sept. 30,  Increase/
(In Thousands) 2014 2013  (Decrease) 2014 2013  (Decrease)
             
INTEREST INCOME            
Available-for-sale securities:            
     Taxable $2,076 $1,724 $352 $5,994 $5,249 $745
     Tax-exempt 1,632 1,806 (174) 4,975 5,549 (574)
          Total available-for-sale securities 3,708 3,530 178 10,969 10,798 171
Interest-bearing due from banks 33 25 8 95 76 19
Federal funds sold 0 0 0 0 0 0
Loans held for sale 5 14 (9) 13 47 (34)
Loans receivable:            
     Taxable 8,040 8,742 (702) 24,123 26,995 (2,872)
     Tax-exempt 532 514 18 1,611 1,559 52
          Total loans receivable 8,572 9,256 (684) 25,734 28,554 (2,820)
Total Interest Income 12,318 12,825 (507) 36,811 39,475 (2,664)
             
INTEREST EXPENSE            
Interest-bearing deposits:            
     Interest checking 55 53 2 161 156 5
     Money market 73 72 1 214 218 (4)
     Savings 31 29 2 90 87 3
     Certificates of deposit 264 362 (98) 833 1,198 (365)
     Individual Retirement Accounts 120 130 (10) 352 438 (86)
     Other time deposits 0 1 (1) 0 1 (1)
          Total interest-bearing deposits 543 647 (104) 1,650 2,098 (448)
Borrowed funds:            
     Short-term 1 3 (2) 7 6 1
     Long-term 743 746 (3) 2,208 2,307 (99)
          Total borrowed funds 744 749 (5) 2,215 2,313 (98)
Total Interest Expense 1,287 1,396 (109) 3,865 4,411 (546)
             
Net Interest Income $11,031 $11,429 ($398) $32,946 $35,064 ($2,118)

 

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully tax-equivalent basis, using the Corporation’s marginal federal income tax rate of 35%.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE III - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

 

  3 Months   3 Months   9 Months   9 Months  
  Ended Rate of Ended Rate of Ended Rate of Ended Rate of
  9/30/2014 Return/ 9/30/2013 Return/ 9/30/2014 Return/ 9/30/2013 Return/
  Average Cost of Average Cost of Average Cost of Average Cost of
  Balance Funds % Balance Funds % Balance Funds % Balance Funds %
EARNING ASSETS                
Available-for-sale securities,                
     at amortized cost:                
     Taxable $381,833 2.16% $335,439 2.04% $366,853 2.18% $324,839 2.16%
     Tax-exempt 123,949 5.22% 130,831 5.48% 124,508 5.34% 131,053 5.66%
          Total available-for-sale securities 505,782 2.91% 466,270 3.00% 491,361 2.98% 455,892 3.17%
Interest-bearing due from banks 35,133 0.37% 24,795 0.40% 32,798 0.39% 25,808 0.39%
Federal funds sold 0 0.00% 0 0.00% 0 0.00% 6 0.00%
Loans held for sale 263 7.54% 1,032 5.38% 222 7.83% 1,333 4.71%
Loans receivable:                
     Taxable 587,799 5.43% 615,318 5.64% 589,607 5.47% 625,527 5.77%
     Tax-exempt 38,537 5.48% 34,712 5.87% 38,203 5.64% 35,617 5.85%
          Total loans receivable 626,336 5.43% 650,030 5.65% 627,810 5.48% 661,144 5.77%
          Total Earning Assets 1,167,514 4.19% 1,142,127 4.46% 1,152,191 4.27% 1,144,183 4.61%
Cash 17,361   17,698   17,052   16,919  
Unrealized gain/loss on securities 7,810   1,688   5,719   10,539  
Allowance for loan losses (7,332)   (7,258)   (8,166)   (7,205)  
Bank premises and equipment 16,581   17,950   16,915   18,316  
Intangible Asset - Core Deposit Intangible 64   105   74   119  
Intangible Asset - Goodwill 11,942   11,942   11,942   11,942  
Other assets 40,201   43,690   41,156   43,400  
Total Assets $1,254,141   $1,227,942   $1,236,883   $1,238,213  
                 
INTEREST-BEARING LIABILITIES                
Interest-bearing deposits:                
     Interest checking $186,034 0.12% $172,010 0.12% $181,580 0.12% $171,180 0.12%
     Money market 202,536 0.14% 205,168 0.14% 198,987 0.14% 203,925 0.14%
     Savings 123,447 0.10% 116,474 0.10% 121,257 0.10% 116,745 0.10%
     Certificates of deposit 137,136 0.76% 144,689 0.99% 136,748 0.81% 151,630 1.06%
     Individual Retirement Accounts 120,079 0.40% 127,526 0.40% 121,143 0.39% 130,633 0.45%
     Other time deposits 1,525 0.00% 1,556 0.25% 1,161 0.00% 1,190 0.11%
          Total interest-bearing deposits 770,757 0.28% 767,423 0.33% 760,876 0.29% 775,303 0.36%
Borrowed funds:                
     Short-term 5,325 0.07% 7,944 0.15% 6,696 0.14% 5,963 0.13%
     Long-term 73,162 4.03% 73,436 4.03% 73,231 4.03% 76,761 4.02%
          Total borrowed funds 78,487 3.76% 81,380 3.65% 79,927 3.71% 82,724 3.74%
          Total Interest-bearing Liabilities 849,244 0.60% 848,803 0.65% 840,803 0.61% 858,027 0.69%
Demand deposits 208,773   191,393   202,336   189,823  
Other liabilities 10,975   10,030   9,045   9,070  
Total Liabilities 1,068,992   1,050,226   1,052,184   1,056,920  
Stockholders' equity, excluding                
     other comprehensive income/loss 180,042   176,772   180,912   174,726  
Other comprehensive income/loss 5,107   944   3,787   6,567  
Total Stockholders' Equity 185,149   177,716   184,699   181,293  
Total Liabilities and Stockholders' Equity $1,254,141   $1,227,942   $1,236,883   $1,238,213  
Interest Rate Spread   3.59%   3.81%   3.66%   3.92%
Net Interest Income/Earning Assets   3.75%   3.97%   3.82%   4.10%
                 
Total Deposits (Interest-bearing                
     and Demand) $979,530   $958,816   $963,212   $965,126  

 

(1) Rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 35%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE IV - ANALYSIS OF VOLUME AND RATE CHANGES

(In Thousands) 3 Months Ended 9/30/14 vs. 9/30/13 9 Months Ended 9/30/14 vs. 9/30/13
  Change in Change in Total Change in Change in Total
  Volume Rate Change Volume Rate Change
EARNING ASSETS            
Available-for-sale securities:            
     Taxable $251 $101 $352 $685 $60 $745
     Tax-exempt (93) (81) (174) (270) (304) (574)
          Total available-for-sale securities 158 20 178 415 (244) 171
Interest-bearing due from banks 10 (2) 8 20 (1) 19
Federal funds sold 0 0 0 0 0 0
Loans held for sale (12) 3 (9) (53) 19 (34)
Loans receivable:            
     Taxable (380) (322) (702) (1,508) (1,364) (2,872)
     Tax-exempt 54 (36) 18 110 (58) 52
          Total loans receivable (326) (358) (684) (1,398) (1,422) (2,820)
Total Interest Income (170) (337) (507) (1,016) (1,648) (2,664)
             
INTEREST-BEARING LIABILITIES            
Interest-bearing deposits:            
     Interest checking 4 (2) 2 9 (4) 5
     Money market (1) 2 1 (5) 1 (4)
     Savings 1 1 2 3 0 3
     Certificates of deposit (18) (80) (98) (110) (255) (365)
     Individual Retirement Accounts (8) (2) (10) (31) (55) (86)
     Other time deposits 0 (1) (1) 0 (1) (1)
          Total interest-bearing deposits (22) (82) (104) (134) (314) (448)
Borrowed funds:            
     Short-term 0 (2) (2) 1 0 1
     Long-term (2) (1) (3) (106) 7 (99)
          Total borrowed funds (2) (3) (5) (105) 7 (98)
Total Interest Expense (24) (85) (109) (239) (307) (546)
             
Net Interest Income ($146) ($252) ($398) ($777) ($1,341) ($2,118)

 

(1) Changes in income on tax-exempt securities and loans are presented on a fully tax-equivalent basis, using the Corporation’s marginal federal income tax rate of 35%.

 

(2) The change in interest due to both volume and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the change in each.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE V - COMPARISON OF NONINTEREST INCOME         
(In Thousands)            
   9 Months Ended      
   Sept. 30,  $  %
   2014  2013  Change  Change
 Service charges on deposit accounts  $3,812  $3,825  ($13)  (0.3)
 Service charges and fees  405  444  (39)  (8.8)
 Trust and financial management revenue  3,325  3,022  303  10.0
 Brokerage revenue  682  586  96  16.4
 Insurance commissions, fees and premiums  103  136  (33)  (24.3)
 Interchange revenue from debit card transactions  1,474  1,453  21  1.4
 Net gains from sales of loans  557  1,560  (1,003)  (64.3)
 Increase in fair value of servicing rights  35  84  (49)  (58.3)
 Increase in cash surrender value of life insurance  278  301  (23)  (7.6)
 Net gain from premises and equipment  8  14  (6)  (42.9)
 Other operating income  939  902  37  4.1
 Total other operating income before realized gains            
 on available-for-sale securities, net  $11,618  $12,327  ($709)  (5.8)

 

Table V excludes realized gains on available-for-sale securities, which are discussed in the “Earnings Overview” section of Management’s Discussion and Analysis. Total noninterest income shown in Table V decreased $709,000 or 5.8%, in the first nine months of 2014 as compared to the same period in 2013. The most significant variances include the following:

 

·Net gains from sales of loans decreased $1,003,000, or 64.3%. Since December 2009, the Corporation has sold a significant amount of residential mortgage loans into the secondary market through the MPF programs administered by the Federal Home Loan Banks of Pittsburgh and Chicago. The decrease in revenue in 2014 reflects decreases in volume, including the impact of less refinancing activity.

 

·Trust and financial management revenue increased $303,000, or 10.0%, as a result of growth in assets under management resulting from market appreciation as well as new business.

 

·Brokerage revenue increased $96,000, or 16.4%, as a result of increased annuity sales.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE VI - COMPARISON OF NONINTEREST INCOME         
(In Thousands)            
   3 Months Ended      
   Sept. 30,  $  %
   2014  2013  Change  Change
Service charges on deposit accounts  $1,275  $1,357  ($82)  (6.0)
Service charges and fees  144  165  (21)  (12.7)
Trust and financial management revenue  1,140  1,033  107  10.4
Brokerage revenue  213  205  8  3.9
Insurance commissions, fees and premiums  44  32  12  37.5
Interchange revenue from debit card transactions  504  484  20  4.1
Net gains from sales of loans  141  504  (363)  (72.0)
(Decrease) increase in fair value of servicing rights  (17)  79  (96)  (121.5)
Increase in cash surrender value of life insurance  99  109  (10)  (9.2)
Net gain from premises and equipment  9  14  (5)  (35.7)
Other operating income  335  311  24  7.7
 Total other operating income before realized gains            
 on available-for-sale securities, net  $3,887  $4,293  ($406)  (9.5)

 

Table VI excludes realized gains on available-for-sale securities, which are discussed in the “Earnings Overview” section of Management’s Discussion and Analysis. Total noninterest income shown in Table VI decreased $406,000 or 9.5%, in the three months ended September 30, 2014 as compared to the three months ended September 30, 2013. The most significant variances include the following:

 

·Net gains from sales of loans decreased $363,000, or 72.0%. Since December 2009, the Corporation has sold a significant amount of residential mortgage loans into the secondary market through the MPF programs administered by the Federal Home Loan Banks of Pittsburgh and Chicago. The decrease in revenue in 2014 reflects decreases in volume, including the impact of less refinancing activity.

 

·The fair value of servicing rights associated with residential mortgage loans decreased $17,000 in the three months ended September 30, 2014, as compared to an increase of $79,000 in the same period of 2013. The average fair value of servicing rights, as a percentage of the total principal balance of loans serviced, increased by 0.10% in the third quarter 2013, mainly as a result of changes in prepayment assumptions. In comparison, there was little change in the average fair value of servicing rights in the third quarter 2014.

 

·Trust and financial management revenue increased $107,000, or 10.4%, as a result of growth in assets under management resulting from market appreciation as well as new business.

 

·Service charges on deposit accounts decreased $82,000, or 6.0%, as the result of a decrease in overdraft fees.

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE VII- COMPARISON OF NONINTEREST EXPENSE      
(In Thousands)            
   9 Months Ended      
   Sept. 30,  $  %
   2014  2013  Change  Change
 Salaries and wages  $11,559  $10,771  $788  7.3
 Pensions and other employee benefits  3,563  3,165  398  12.6
 Occupancy expense, net  2,002  1,859  143  7.7
 Furniture and equipment expense  1,399  1,464  (65)  (4.4)
 FDIC Assessments  444  450  (6)  (1.3)
 Pennsylvania shares tax  1,014  1,051  (37)  (3.5)
 Professional fees  427  1,424  (997)  (70.0)
 Automated teller machine and interchange expense  668  802  (134)  (16.7)
 Software subscriptions  575  641  (66)  (10.3)
 Loss on prepayment of debt  0  1,023  (1,023)  (100.0)
 Other operating expense  4,256  4,056  200  4.9
 Total Other Expense  $25,907  $26,706  ($799)  (3.0)

 

As shown in Table VII, total noninterest expense decreased $799,000 or 3.0% in the first nine months of 2014 as compared to the first nine months of 2013. The decrease in expense included the loss on prepayment of debt of $1,023,000 in 2013 compared to no loss in 2014. Excluding the loss on prepayment of debt in 2013, total noninterest expense increased $224,000, or 0.9%. Other significant variances include the following:

 

·Professional fees decreased $997,000, or 70.0%, in the first nine months of 2014 as compared to the same period in 2013. The Corporation incurred professional fees in 2013 associated with consulting projects designed to identify sources of noninterest revenue and reductions of debit card and ATM processing fees.

 

·Salaries and wages increased $788,000, or 7.3%, primarily as a result of severance benefits incurred and paid in 2014.

 

·Pensions and other employee benefits increased $398,000, or 12.6% %. Health care expense increased $402,000, as the amount of claims incurred during the first nine months of 2014 was higher than in the same period in 2013. The Corporation is self-insured for health insurance, up to a cap for catastrophic levels of losses, which are insured by a third party.

 

·Occupancy expense increased $143,000, or 7.7%. This increase includes increases in weather related expenses and in building maintenance costs.

 

·Within other operating expense, collection expense increased $168,000 during the nine months ended September 30, 2014 over the same period in 2013 as a result of increased real estate tax payments and building repair costs associated with loans.

 

·Automated teller machine and interchange expenses decreased $134,000, or 16.7%, mainly from benefits derived from the consulting project referred to above in 2013.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE VIII- COMPARISON OF NONINTEREST EXPENSE

(In Thousands)            
   3 Months Ended      
   Sept. 30,  $  %
   2014  2013  Change  Change
 Salaries and wages  $4,348  $3,536  $812  23.0
 Pensions and other employee benefits  1,091  876  215  24.5
 Occupancy expense, net  646  626  20  3.2
 Furniture and equipment expense  461  487  (26)  (5.3)
 FDIC Assessments  151  151  0  0.0
 Pennsylvania shares tax  336  350  (14)  (4.0)
 Professional fees  135  806  (671)  (83.3)
 Automated teller machine and interchange expense  239  218  21  9.6
 Software subscriptions  184  209  (25)  (12.0)
 Other operating expense  1,445  1,351  94  7.0
 Total Other Expense  $9,036  $8,610  $426  4.9

 

As shown in Table VIII, total noninterest expense increased $426,000 or 4.9% in the three months ended September 30, 2014 as compared to the same period of 2013. Significant variances include the following:

 

·Salaries and wages increased $812,000, or 23.0%, primarily because of severance benefits incurred and paid in the third quarter 2014.

 

·Professional fees decreased $671,000,or 83.3%, in the three months ended September 30, 2014 as compared to the same period in 2013, as the third quarter 2013 included professional fee expense of $724,000 for a consulting project designed to identify sources of noninterest revenue. There were no costs related to this project in 2014.

 

·Pensions and other employee benefits increased $215,000, or 24.5%. Health care expense increased $254,000, as the amount of claims incurred during the three months ended September 30, 2014 was higher than in the same period in 2013. The Corporation is self-insured for health insurance, up to a cap for catastrophic levels of losses, which are insured by a third party.

 

·Within other expenses, collection expense increased $77,000 during the three months ended September 30, 2014 over the same period in 2013 as a result of increased real estate tax payments and building repair costs associated with loans.

 

FINANCIAL CONDITION

 

Significant changes in the average balances of the Corporation’s earning assets and interest-bearing liabilities are described in the “Net Interest Income” section of Management’s Discussion and Analysis. Other significant balance sheet items, including the allowance for loan losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis.

 

Management does not expect capital expenditures to have a material, detrimental effect on the Corporation’s financial condition in 2014.

 

PROVISION AND ALLOWANCE FOR LOAN LOSSES

 

The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction of the investment in loans. Note 7 to the consolidated financial statements provides an overview of the process management uses for evaluating and determining the allowance for loan losses.

 

While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to

 

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recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

 

The allowance for loan losses was $7,449,000 at September 30, 2014, down from $8,663,000 at December 31, 2013. As shown in Table X, the specific allowance on impaired loans totaled $966,000 at September 30, 2014, which was $1,367,000 lower than the total specific allowance at December 31, 2013. The decrease in the specific allowances on impaired loans includes a charge-off of $1,486,000 related to one commercial loan relationship for which a specific allowance of $1,552,000 had been established at December 31, 2013. Table X also shows the collectively determined component of the allowance for commercial loans was $211,000 higher at September 30, 2014 than at December 31, 2013. The collectively determined allowance for the commercial segment increased mainly because the net charge-off percentage used to determine a portion of the collectively determined allowance was higher at September 30, 2014 as compared to the percentage used throughout 2013. (The Corporation used net charge-offs as a percentage of average outstanding loans for the previous thirty-six months to estimate a portion of the collectively determined allowance at both September 30, 2014 and December 31, 2013.) This increase was partially offset by the effects on collectively determined allowances of lower loan balances at September 30, 2014 as compared to December 31, 2013.

 

The provision (credit) for loan losses by segment in the three-month and nine-month periods ended September 30, 2014 and 2013 is as follows:

 

(In Thousands)  3 Months Ended  9 Months Ended
   Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
   2014  2013  2014  2013
Residential mortgage  $62  $59  $111  $444
Commercial  161  189  295  85
Consumer  (5)  (9)  (50)  2
Unallocated  0  0  (3)  (43)
             
Total  $218  $239  $353  $488

 

In the third quarter 2014, the total provision for loan losses was $218,000 compared to the third quarter 2013 total of $239,000. The provision related to commercial loans decreased $28,000. The decrease in the provision related to the commercial segment resulted from a decrease in the qualitative factors used in determining the collective portions of the allowance for loan losses in the third quarter 2014.

 

The provision for loan losses related to the residential mortgage segment for the nine months ended September 30, 2014 totaled $111,000, and reflected a slight increase in loan balances and the historical loss factors applied in calculating the collectively evaluated portion of the allowance for loan losses at September 30, 2014 in comparison to loan balances and to the historical loss factors applied at December 31, 2013. In comparison, the $444,000 provision for loan losses for the residential mortgage segment in the first nine months of 2013 included an increase in the collectively evaluated portion of the allowance of $198,000, reflecting an increase in the net charge-off percentage used in the calculations for that period, and a $181,000 increase in the allowance on impaired loans. The provision for loan losses for commercial loans for the nine months ended September 30, 2014 of $295,000 reflected an increase in the collectively determined portion of the allowance for loan losses as a result of an increase in net charge-off percentages used in the calculations for the period. The provision related to commercial loans in the first nine months of 2013 included a lower aggregate amount of charges for impaired commercial loans, partially offset by an increase in the collectively evaluated portion of the allowance. In the first nine months of 2013, net charge-offs of commercial loans totaled $113,000 while the total specific allowances on impaired loans decreased $61,000.

 

Table XI presents information related to past due and impaired loans, and loans that have been modified under terms that are considered troubled debt restructurings (TDRs). Table XI shows total impaired loans of $14,094,000 at September 30, 2014, down from the corresponding amount at December 31, 2013 of $16,321,000. Though down from year-end 2013, the amount of impaired loans (as well as nonperforming loans as reflected in the table) at September 30, 2014 is significantly higher than it was from 2009 through 2012. The increase in impaired and nonperforming loans at September 30, 2014 and December 31, 2013 as compared to the other periods presented reflected the classification as nonperforming of two large commercial loan relationships with outstanding balances totaling $7,067,000 at September 30, 2014 and $7,599,000 at December 31, 2013. The total of the specific allowance for loan losses on those two relationships amounted to $211,000 at September 30, 2014 and $1,624,000 at December 31, 2013. As described in the following paragraph, during the second quarter 2014, a charge-off of $1,486,000 was made related to one of these

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

commercial loan relationships resulting in the decrease in the specific allowance as well as total impaired loans with a valuation allowance.

 

As shown in Table XI, loans classified as TDRs increased to $8,006,000 at September 30, 2014 from $4,175,000 at December 31, 2013. This increase relates mainly to one commercial borrower. The Corporation entered into a forbearance agreement with this commercial borrower which includes a reduction in monthly payment amounts over a fifteen-month period. At the end of the fifteen-month period, the monthly payment amounts would revert to the original amounts, unless the forbearance agreement is extended or the payment requirements are otherwise modified. The Corporation recorded a charge-off of $1,486,000 in the second quarter 2014 as a result of these modifications, as the payment amounts based on the forbearance agreement are not sufficient to fully amortize the contractual amount of principal outstanding on the loans. The amount of the charge-off was determined based on the excess of the contractual principal due over the present value of the payment amounts provided for in the forbearance agreement, assuming the revised payment amounts would continue until maturity, at the contractual interest rates.

 

Table XI reflects a lower amount of total loans past due 30-89 days and still accruing interest at September 30, 2014 of $5,458,000 as compared to the December 31, 2013 total of $8,305,000, mainly due to a lower amount of past due residential mortgage loans. Also, total loans past due 90 days or more and still accruing interest was down at September 30, 2014 to $2,602,000 from $3,131,000. As part of its normal quarterly procedures, management reviewed loans past due 90 days or more at September 30, 2014, and determined the loans remaining in accrual status to be well secured and in the process of collection. Each period presented in Table XI includes a few large commercial relationships that have required significant monitoring and workout efforts. As a result, a limited number of relationships may significantly impact the total amount of allowance required on impaired loans, and may significantly impact the amount of total charge-offs reported in any one period.

 

Management believes it has been conservative in its decisions concerning identification of impaired loans, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the allowances calculated as of September 30, 2014. Management continues to closely monitor its commercial loan relationships for possible credit losses, and will adjust its estimates of loss and decisions concerning nonaccrual status, if appropriate.

 

Tables IX through XII present historical data related to loans and the allowance for loan losses.

 

TABLE IX - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES            
(In Thousands)                     
   9 Months Ended               
   Sept. 30,  Sept. 30,  Years Ended December 31,
   2014  2013  2013  2012  2011  2010  2009
Balance, beginning of year  $8,663  $6,857  $6,857  $7,705  $9,107  $8,265  $7,857
Charge-offs:                     
  Residential mortgage  (96)  (76)  (95)  (552)  (100)  (340)  (146)
  Commercial  (1,715)  (459)  (459)  (498)  (1,189)  (91)  (39)
  Consumer  (70)  (84)  (117)  (171)  (157)  (188)  (293)
Total charge-offs  (1,881)  (619)  (671)  (1,221)  (1,446)  (619)  (478)
Recoveries:                     
  Residential mortgage  13  11  24  18  3  55  8
  Commercial  264  346  348  8  255  113  77
  Consumer  37  47  58  59  71  102  121
Total recoveries  314  404  430  85  329  270  206
Net charge-offs  (1,567)  (215)  (241)  (1,136)  (1,117)  (349)  (272)
Provision (credit) for loan losses  353  488  2,047  288  (285)  1,191  680
Balance, end of period  $7,449  $7,130  $8,663  $6,857  $7,705  $9,107  $8,265
                      
Net charge-offs as a % of                     
  average loans  0.25%  0.03%  0.04%  0.16%  0.16%  0.05%  0.04%

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE X - COMPONENTS OF THE ALLOWANCE FOR LOAN LOSSES
(In Thousands)

 

   Sept. 30,  As of December 31,
   2014  2013  2012  2011  2010  2009
ASC 310 - Impaired loans  $966  $2,333  $623  $1,126  $2,288  $1,126
ASC 450 - Collective segments:                  
  Commercial  2,794  2,583  2,594  2,811  3,047  2,677
  Residential mortgage  3,184  3,156  3,011  3,130  3,227  3,859
  Consumer  110  193  188  204  232  281
  Unallocated  395  398  441  434  313  322
Total Allowance  $7,449  $8,663  $6,857  $7,705  $9,107  $8,265

 

The above allocation is based on estimates and subjective judgments and is not necessarily indicative of the specific amounts or loan categories in which losses may occur.

 

 

TABLE XI - PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

(In Thousands)  As of   
   Sept. 30,  As of December 31,
   2014  2013  2012  2011  2010  2009
Impaired loans with a valuation allowance  $4,059  $9,889  $2,710  $3,433  $5,457  $2,690
Impaired loans without a valuation allowance  10,035  6,432  4,719  4,431  3,191  3,257
Total impaired loans  $14,094  $16,321  $7,429  $7,864  $8,648  $5,947
                   
Total loans past due 30-89 days and still accruing  $5,458  $8,305  $7,756  $7,898  $7,125  $9,445
                   
Nonperforming assets:                  
  Total nonaccrual loans  $13,722  $14,934  $7,353  $7,197  $10,809  $9,092
  Total loans past due 90 days or more and still accruing  2,602  3,131  2,311  1,267  727  31
  Total nonperforming loans  16,324  18,065  9,664  8,464  11,536  9,123
  Foreclosed assets held for sale (real estate)  1,888  892  879  1,235  537  873
Total nonperforming assets  $18,212  $18,957  $10,543  $9,699  $12,073  $9,996
                   
Loans subject to troubled debt restructurings (TDRs):                  
  Performing  $1,834  $3,267  $906  $1,064  $645  $326
  Nonperforming  6,172  908  1,155  2,413  0  0
Total TDRs  $8,006  $4,175  $2,061  $3,477  $645  $326
                   
Total nonperforming loans as a % of loans  2.59%  2.80%  1.41%  1.19%  1.58%  1.27%
Total nonperforming assets as a % of assets  1.45%  1.53%  0.82%  0.73%  0.92%  0.76%
Allowance for loan losses as a % of total loans  1.18%  1.34%  1.00%  1.09%  1.25%  1.15%
Allowance for loan losses as a % of nonperforming loans  45.63%  47.95%  70.95%  91.03%  78.94%  90.60%

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

TABLE XII - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type

  

(In Thousands)  Sept.  30,  As of December 31,
   2014  2013  2012  2011  2010  2009
Residential mortgage:                  
  Residential mortgage loans - first liens  $290,943  $299,831  $311,627  $331,015  $333,012  $340,268
  Residential mortgage loans - junior liens  21,843  23,040  26,748  28,851  31,590  35,734
  Home equity lines of credit  35,975  34,530  33,017  30,037  26,853  23,577
  1-4 Family residential construction  16,895  13,909  12,842  9,959  14,379  11,452
Total residential mortgage  365,656  371,310  384,234  399,862  405,834  411,031
Commercial:                  
  Commercial loans secured by real estate  144,410  147,215  158,413  156,388  167,094  163,483
  Commercial and industrial  50,615  42,387  48,442  57,191  59,005  49,753
  Political subdivisions  14,823  16,291  31,789  37,620  36,480  37,598
  Commercial construction and land  9,069  17,003  28,200  23,518  24,004  15,264
  Loans secured by farmland  8,542  10,468  11,403  10,949  11,353  11,856
  Multi-family (5 or more) residential  9,092  10,985  6,745  6,583  7,781  8,338
  Agricultural loans  3,284  3,251  3,053  2,987  3,472  3,848
  Other commercial loans  13,620  14,631  362  552  392  638
Total commercial  253,455  262,231  288,407  295,788  309,581  290,778
Consumer  10,298  10,762  11,269  12,665  14,996  19,202
Total  629,409  644,303  683,910  708,315  730,411  721,011
Less: allowance for loan losses  (7,449)  (8,663)  (6,857)  (7,705)  (9,107)  (8,265)
Loans, net  $621,960  $635,640  $677,053  $700,610  $721,304  $712,746

LIQUIDITY

 

Liquidity is the ability to quickly raise cash at a reasonable cost. An adequate liquidity position permits the Corporation to pay creditors, compensate for unforeseen deposit fluctuations and fund unexpected loan demand. At September 30, 2014, the Corporation maintained overnight interest-bearing deposits with the Federal Reserve Bank of Philadelphia and other correspondent banks totaling $32,387,000.

 

The Corporation maintains overnight borrowing facilities with several correspondent banks that provide a source of day-to-day liquidity. Also, the Corporation maintains borrowing facilities with the Federal Home Loan Bank of Pittsburgh, secured by various mortgage loans.

 

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. Management intends to use this line of credit as a contingency funding source. As collateral for the line, the Corporation has pledged available-for-sale securities with a carrying value of $26,078,000 at September 30, 2014.

 

The Corporation’s outstanding, available, and total credit facilities at September 30, 2014 and December 31, 2013 are as follows:

 

   Outstanding  Available  Total Credit
(In Thousands)  Sept. 30,  Dec. 31,  Sept. 30,  Dec. 31,  Sept. 30,  Dec. 31,
  2014 2013 2014 2013 2014 2013
Federal Home Loan Bank of Pittsburgh $12,131 $34,335 $311,633 $304,875 $323,764 $339,210
Federal Reserve Bank Discount Window 0 0 25,189 26,078 25,189 26,078
Other correspondent banks 0 0 45,000 45,000 45,000 45,000
Total credit facilities $12,131 $34,335 $381,822 $375,953 $393,953 $410,288

 

At September 30, 2014, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings with a total amount of $12,131,000. At December 31, 2013, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh included a short-term borrowing of

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

$20,000,000, long-term borrowings with a total amount of $12,338,000 and a letter of credit in the amount of $1,997,000. Additional information regarding borrowed funds is included in Note 8 of the unaudited consolidated financial statements.

 

Additionally, the Corporation uses repurchase agreements placed with brokers to borrow funds secured by investment assets and “RepoSweep” arrangements to borrow funds from commercial banking customers on an overnight basis. If required to raise cash in an emergency situation, the Corporation could sell available-for-sale securities to meet its obligations. At September 30, 2014, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $253,088,000.

 

Management believes the Corporation is well-positioned to meet its short-term and long-term obligations.

 

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

 

The Corporation and C&N Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Details concerning capital ratios at September 30, 2014 and December 31, 2013 are presented below. Management believes, as of September 30, 2014 and December 31, 2013, that the Corporation and C&N Bank meet all capital adequacy requirements to which they are subject.

 

          Minimum To Be Well
(Dollars in Thousands)       Minimum Capitalized Under
      Capital Prompt Corrective
  Actual Requirement Action Provisions
  Amount Ratio Amount Ratio Amount Ratio
September 30, 2014:            
Total capital to risk-weighted assets:            
     Consolidated $179,389 27.42% $52,348 ³8%      n/a  n/a
     C&N Bank 154,986 23.98% 51,699 ³8% $64,624 ³10%
Tier 1 capital to risk-weighted assets:            
     Consolidated 170,704 26.09% 26,174 ³4%  n/a  n/a
     C&N Bank 147,508 22.83% 25,850 ³4%          38,774 ³6%
Tier 1 capital to average assets:            
     Consolidated 170,704 13.78% 49,569 ³4%  n/a  n/a
     C&N Bank 147,508 12.04% 49,017 ³4%          61,271 ³5%
             
December 31, 2013:            
Total capital to risk-weighted assets:            
     Consolidated $177,693 26.60% $53,449 ³8%      n/a  n/a
     C&N Bank 162,610 24.65% 52,783 ³8% $65,979 ³10%

 

Tier 1 capital to risk-weighted assets:

           
     Consolidated 168,039 25.15% 26,724 ³4%  n/a  n/a
     C&N Bank 154,323 23.39% 26,392 ³4%          39,588 ³6%
Tier 1 capital to average assets:            
     Consolidated 168,039 13.78% 48,783 ³4%  n/a  n/a
     C&N Bank 154,323 12.77% 48,348 ³4%          60,435 ³5%

 

Effective July 17, 2014, the Corporation terminated its existing treasury stock repurchase programs and approved a new treasury stock repurchase program. Under the new program, the Corporation is authorized to repurchase up to 622,500 shares of the Corporation’s common stock, or approximately 5% of the Corporation’s issued and outstanding shares at July 16, 2014. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases under the new program may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

 

Consistent with previous programs, the Board of Directors’ July 17, 2014 authorization provides that: (1) the new treasury stock repurchase program shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program. Through September 30, 2014, 129,000 shares had been repurchased at a cost of $2,464,000.

 

Management expects the Corporation and C&N Bank to maintain capital levels that exceed the regulatory standards for well-capitalized institutions for the next 12 months and for the foreseeable future. Planned capital expenditures are not expected to have a significantly detrimental effect on capital ratios.

 

Future dividend payments will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. The Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities.

 

The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale securities. The difference between amortized cost and fair value of available-for-sale securities, net of deferred income tax, is included in Accumulated Other Comprehensive Income (Loss) within stockholders’ equity. The balance in Accumulated Other Comprehensive Income (Loss) related to unrealized gains on available-for-sale securities, net of deferred income tax, amounted to $3,940,000 at September 30, 2014 and ($1,004,000) at December 31, 2013. Changes in accumulated other comprehensive income (loss) are excluded from earnings and directly increase or decrease stockholders’ equity. If available-for-sale securities are deemed to be other-than-temporarily impaired, unrealized losses are recorded as a charge against earnings, and amortized cost for the affected securities is reduced. Note 6 to the unaudited consolidated financial statements provides additional information concerning management’s evaluation of available-for-sale securities for other-than-temporary impairment at September 30, 2014.

 

Stockholders’ equity is also affected by the underfunded or overfunded status of defined benefit pension and postretirement plans. The balance in Accumulated Other Comprehensive Income related to defined benefit plans, net of deferred income tax, was $97,000 at September 30, 2014 and $11,000 at December 31, 2013.

 

NEW CAPITAL RULE

 

In July 2013, the federal regulatory authorities issued a new capital rule based, in part, on revisions developed by the Basel Committee on Banking Supervision to the Basel capital framework (Basel III). The Corporation and C&N Bank are subject to the new rule on January 1, 2015. Generally, the new rule implements higher minimum capital requirements, revises the definition of regulatory capital components and related calculations, adds a new common equity tier 1 capital ratio, implements a new capital conservation buffer, increases the risk weighting for past due loans and provides a transition period for several aspects of the new rule.

  

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

A summarized comparison of the existing capital requirements with requirements under the new rule is as follows:

 

  Current General  
  Risk-Based  
  Capital Rule New Capital Rule
Minimum regulatory capital ratios:    
  Common equity tier 1 capital/    
    risk-weighted assets (RWA) N/A 4.5%
  Tier 1 capital / RWA 4% 6%
  Total capital / RWA 8% 8%
  Tier 1 capital / Average assets    
    (Leverage ratio) 4% 4%
     
Capital buffers:    
  Capital conservation buffer N/A 2.5% of RWA; composed of
    common equity tier 1 capital
     
Prompt correction action levels -    
Common equity tier 1 capital ratio:    
  Well capitalized N/A ³6.5%
  Adequately capitalized N/A ³4.5%
  Undercapitalized N/A <4.5%
  Significantly undercapitalized N/A <3%
     
Prompt correction action levels -    
Tier 1 capital ratio:    
  Well capitalized ³6% ³8%
  Adequately capitalized ³4% ³6%
  Undercapitalized <4% <6%
  Significantly undercapitalized <3% <4%
     
Prompt correction action levels -    
Total capital ratio:    
  Well capitalized ³10% ³10%
  Adequately capitalized ³8% ³8%
  Undercapitalized <8% <8%
  Significantly undercapitalized <6% <6%
     
Prompt correction action levels -    
Leverage ratio:    
  Well capitalized ³5% ³5%
  Adequately capitalized ³4% ³4%
  Undercapitalized <4% <4%
  Significantly undercapitalized <3% <3%
     
Prompt correction action levels -    
Critically undercapitalized:    
  Tangible equity to total assets 2% 2%

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

The new capital rule provides that, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. Phase-in of the capital conservation buffer requirements will begin January 1, 2016. The transition schedule for new ratios, including the capital conservation buffer, is as follows:

 

  As of January 1:      
  2015 2016 2017 2018 2019
Minimum common equity tier 1 capital ratio 4.5% 4.5% 4.5% 4.5% 4.5%
Common equity tier 1 capital conservation buffer N/A 0.625% 1.25% 1.875% 2.5%
Minimum common equity tier 1 capital ratio plus          
  capital conservation buffer 4.5% 5.125% 5.75% 6.375% 7.0%
Phase-in of most deductions from common equity          
  tier 1 capital 40% 60% 80% 100% 100%
Minimum tier 1 capital ratio 6.0% 6.0% 6.0% 6.0% 6.0%
Minimum tier 1 capital ratio plus capital          
  conservation buffer N/A 6.625% 7.25% 7.875% 8.5%
Minimum total capital ratio 8.0% 8.0% 8.0% 8.0% 8.0%
Minimum total capital ratio plus capital          
  conservation buffer N/A 8.625% 9.25% 9.875% 10.5%

 

As fully phased in, a banking organization with a buffer greater than 2.5% would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. The new rule also prohibits a banking organization from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:

 

Capital Conservation Buffer Maximum Payout
(as a % of risk-weighted assets) (as a % of eligible retained income)
Greater than 2.5% No payout limitation applies
≤2.5% and >1.875% 60%
≤1.875% and >1.25% 40%
≤1.25% and >0.625% 20%
≤0.625% 0%

 

COMPREHENSIVE INCOME

 

Comprehensive Income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as Other Comprehensive Income. Changes in the components of Accumulated Other Comprehensive Income (Loss) are included in Other Comprehensive Income, and for the Corporation, consist of changes in unrealized gains or losses on available-for-sale securities and changes in underfunded or overfunded defined benefit plans.

 

Comprehensive Income totaled $2,888,000 for the three months ended September 30, 2014 as compared to $4,377,000 in the third quarter 2013. In the third quarter 2014, Comprehensive Income included: (1) Net Income of $4,267,000, which was $422,000 lower than in the third quarter 2013; and (2) Other Comprehensive Loss from unrealized gains on available-for-sale securities, net of deferred income tax, of $1,379,000 as compared to Other Comprehensive Loss of $312,000 in the third quarter 2013. For the nine months ended September 30, 2014, Comprehensive Income totaled $17,748,000 as compared to $5,734,000 for the nine months ended September 30, 2013. In the nine months ended September 30, 2014, Comprehensive Income included: (1) Net Income of $12,718,000, which was $1,651,000 lower than in the first nine months of 2013; (2) Other Comprehensive Income from unrealized gains on available-for-sale securities, net of

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

deferred income tax, of $4,944,000 as compared to Other Comprehensive Loss of $9,048,000 in the first nine months of 2013; and (3) Other Comprehensive Income from defined benefit plans of $86,000 as compared to $413,000 in the first nine months of 2013. Fluctuations in interest rates significantly affect fair values of available-for-sale securities, and accordingly have an effect on Other Comprehensive Income (Loss) in each period.

 

INCOME TAXES

 

The effective income tax rate was approximately 25% of pre-tax income for the three-month and nine-month periods ended September 30, 2014 and 2013. The provision for income tax for interim periods is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The Corporation’s effective tax rates differ from the statutory rate of 35% principally because of the effects of tax-exempt interest income.

 

The Corporation recognizes deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At September 30, 2014, the net deferred tax asset was $2,673,000, down from $6,344,000 at December 31, 2013. At September 30, 2014, the deferred tax liability associated with unrealized gains on available-for-sale securities was $2,121,000 as compared to a deferred tax asset on the unrealized loss on available-for-sale securities at December 31, 2013 of $541,000. Also, the deferred tax assets related to the credit for alternative minimum tax paid and the allowance for loan losses decreased by a total of $1,257,000 based on activity for the nine months ended September 30, 2014.

 

The Corporation regularly reviews deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income, including taxable income in prior carryback years, as well as future taxable income. Management believes the recorded net deferred tax asset at September 30, 2014 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings.

 

Additional information related to income taxes is presented in Note 11 to the unaudited, consolidated financial statements.

 

INFLATION

 

The Corporation is significantly affected by the Federal Reserve Board’s efforts to control inflation through changes in short-term interest rates. Beginning in September 2007, in response to concerns about weakness in the U.S. economy, the Federal Reserve lowered the fed funds target rate numerous times; in December 2008, it established a target range of 0% to 0.25%, which it has maintained through the first several months of 2014. Also, the Federal Reserve has injected massive amounts of liquidity into the nation’s monetary system through a variety of programs. The Federal Reserve has purchased large amounts of securities in an effort to keep interest rates low and stimulate economic growth. Although the Federal Reserve reduced the amount of securities it purchased beginning in late 2013, highly accommodative monetary policy in the form of low short-term interest rates is expected until at least mid-2015.

 

Despite the current low short-term rate environment and liquidity injections, inflation statistics indicate that the overall rate of inflation is unlikely to significantly affect the Corporation’s operations within the near future. Although management cannot predict future changes in the rates of inflation, management monitors the impact of economic trends, including any indicators of inflationary pressures, in managing interest rate and other financial risks.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

MARKET RISK

 

Market risk is the risk of loss arising from adverse changes in market rates and prices of the Corporation’s financial instruments. In addition to the effects of interest rates, the market prices of the Corporation’s debt securities within the available-for-sale securities portfolio are affected by fluctuations in the risk premiums (amounts of spread over risk-free rates) demanded by investors. Management attempts to limit the risk that economic conditions would force the Corporation to sell securities for realized losses by maintaining a strong capital position (discussed in the “Stockholders’ Equity and Capital Adequacy” section of Management’s Discussion and Analysis) and ample sources of liquidity (discussed in the “Liquidity” section of Management’s Discussion and Analysis).

 

The Corporation’s two major categories of market risk are interest rate risk and equity securities risk, which are discussed in the following sections.

 

 

INTEREST RATE RISK

 

Business risk arising from changes in interest rates is an inherent factor in operating a bank. The Corporation’s assets are predominantly long-term, fixed-rate loans and debt securities. Funding for these assets comes principally from shorter-term deposits and borrowed funds. Accordingly, there is an inherent risk of lower future earnings or decline in fair value of the Corporation’s financial instruments when interest rates change.

 

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the market value of portfolio equity. For purposes of these calculations, the market value of portfolio equity includes the fair values of financial instruments, such as securities, loans, deposits and borrowed funds, and the book values of nonfinancial assets and liabilities, such as premises and equipment and accrued expenses. The model measures and projects potential changes in net interest income, and calculates the discounted present value of anticipated cash flows of financial instruments, assuming an immediate increase or decrease in interest rates. Management ordinarily runs a variety of scenarios within a range of plus or minus 100-400 basis points of current rates.

 

The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage-backed securities and call activity on other investment securities. Actual results could vary significantly from these estimates, which could result in significant differences in the calculations of projected changes in net interest income and market value of portfolio equity. Also, the model does not make estimates related to changes in the composition of the deposit portfolio that could occur due to rate competition, and the table does not necessarily reflect changes that management would make to realign the portfolio as a result of changes in interest rates.

 

The Corporation’s Board of Directors has established policy guidelines for acceptable levels of interest rate risk, based on an immediate increase or decrease in interest rates. The policy limits acceptable fluctuations in net interest income from the baseline (flat rates) one-year scenario and variances in the market value of portfolio equity from the baseline values based on current rates.

 

Table XIII, which follows this discussion, is based on the results of calculations performed using the simulation model as of July 31, 2014 and December 31, 2013. The table shows that as of the respective dates, the changes in net interest income and changes in market value were within the policy limits in all scenarios.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

TABLE XIII - THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES

 

July 31, 2014 Data          
(In Thousands)   Period Ending July 31, 2015    
           
Basis Point Interest Interest Net Interest NII NII
Change in Rates Income Expense Income (NII)  % Change Risk Limit
+400 $53,772 $22,828 $30,944 -22.2% 25.0%
+300 51,572 17,998 33,574 -15.6% 20.0%
+200 49,358 13,411 35,947 -9.6% 15.0%
+100 47,027 9,177 37,850 -4.8% 10.0%
0 44,723 4,957 39,766 0.0% 0.0%
-100 42,221 4,772 37,449 -5.8% 10.0%
-200 40,614 4,768 35,846 -9.9% 15.0%
-300 39,761 4,768 34,993 -12.0% 20.0%
-400 39,648 4,768 34,880 -12.3% 25.0%
           
   Market Value of Portfolio Equity at July 31, 2014  
           
  Present Present Present    
Basis Point Value Value Value    
Change in Rates Equity  % Change Risk Limit    
+400 $166,515 -27.0% 50.0%    
+300 180,072 -21.0% 45.0%    
+200 195,957 -14.1% 35.0%    
+100 211,387 -7.3% 25.0%    
0 228,002 0.0% 0.0%    
-100 230,088 0.9% 25.0%    
-200 230,714 1.2% 35.0%    
-300 249,376 9.4% 45.0%    
-400 285,811 25.4% 50.0%    
           
December 31, 2013 Data        
(In Thousands)   Period Ending December 31, 2014  
           
Basis Point Interest Interest Net Interest NII NII
Change in Rates Income Expense Income (NII)  % Change Risk Limit
+400 $53,993 $23,975 $30,018 -24.4% 25.0%
+300 51,748 18,975 32,773 -17.4% 20.0%
+200 49,496 14,091 35,405 -10.8% 15.0%
+100 47,146 9,552 37,594 -5.3% 10.0%
0 44,821 5,123 39,698 0.0% 0.0%
-100 42,432 4,897 37,535 -5.4% 10.0%
-200 40,747 4,895 35,852 -9.7% 15.0%
-300 40,059 4,895 35,164 -11.4% 20.0%
-400 39,968 4,895 35,073 -11.7% 25.0%
           
   Market Value of Portfolio Equity at December 31, 2013  
           
  Present Present Present    
Basis Point Value Value Value    
Change in Rates Equity  % Change Risk Limit    
+400 $161,652 -28.5% 50.0%    
+300 175,176 -22.6% 45.0%    
+200 192,513 -14.9% 35.0%    
+100 209,428 -7.4% 25.0%    
0 226,204 0.0% 0.0%    
-100 230,189 1.8% 25.0%    
-200 233,902 3.4% 35.0%    
-300 250,451 10.7% 45.0%    
-400 282,994 25.1% 50.0%    

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

  

EQUITY SECURITIES RISK

 

The Corporation’s equity securities portfolio consists of investments in stocks of banks and bank holding companies. Investments in bank stocks are subject to risk factors that affect the banking industry in general, including credit risk, competition from non-bank entities, interest rate risk and other factors, which could result in a decline in market prices. Also, losses could occur in individual stocks held by the Corporation because of specific circumstances related to each bank.

 

Equity securities held as of September 30, 2014 and December 31, 2013 are presented in Table XIV. Table XIV presents quantitative data concerning the effects of a decline in fair value of the Corporation’s equity securities of 10% or 20%. The data in Table XIV does not reflect the effects of any appreciation in value that may occur, nor does it present the Corporation’s maximum exposure to loss on equity securities, which would be 100% of their fair value as of September 30, 2014.

 

TABLE XIV - EQUITY SECURITIES RISK    
(In Thousands)    
     
  Sept. 30, Dec. 31,
  2014 2013
Cost $5,605 $6,038
Fair Value 8,353 8,924
Hypothetical 10% Decline In Market Value (835) (892)
Hypothetical 20% Decline In Market Value (1,671) (1,785)

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to ensure that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There were no significant changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.

 

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control – Integrated Framework (2013 Framework). Originally issued in 1992 (1992 Framework), the framework helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 1992 Framework remains available during the transition period, which extends to December 15, 2014, after which time COSO will consider it as superseded by the 2013 Framework. As of September 30, 2014, the Corporation continued to utilize the 1992 Framework.

 

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PART II – OTHER INFORMATION

 

Item1.Legal Proceedings

 

The Corporation and C&N Bank are involved in various legal proceedings incidental to their business. Management believes the aggregate liability, if any, resulting from such pending and threatened legal proceedings will not have a material, adverse effect on the Corporation’s financial condition or results of operations.

 

Item1A.Risk Factors

 

Except for the risk factor labeled “Biggert-Waters Flood Insurance Act,” which is discussed in the following paragraphs, there have been no material changes from the risk factors previously disclosed in Item 1A of the Corporation’s Form 10-K filed February 20, 2014.

 

The Corporation’s Form 10-K for the year ended December 31, 2013 included the description of a risk factor related to significantly increasing costs of flood insurance for borrowers as a result of changes in the National Flood Insurance Program resulting from the Biggert-Waters Flood Insurance Act. In March 2014, Congress passed, and President Obama signed, a new law titled the Homeowner Flood Insurance Affordability Act. The new law repeals and modifies certain provisions of the Biggert-Waters Flood Insurance Act, including (among other changes) provision of a limit on annual rate increases of 18% and elimination of a sales trigger that had required home buyers to pay the full risk rate for flood insurance when a home was sold.

 

Although the Homeowner Flood Insurance Affordability Act defers some of the rate increases, the intent of the new law remains consistent with the intent of the Biggert-Waters Flood Insurance Act to phase out or reduce the federal government’s subsidization of the cost of flood insurance policies. Accordingly, the risk continues to exist that reductions in collateral values associated with properties located in flood zones that secure some of the Corporation’s residential and commercial loans could occur, and some borrowers may become unable or unwilling to make their loan payments as a result of the increased costs of flood insurance. These potential results could have a material effect on the Corporation’s financial condition, results of operations or liquidity.

 

Item2.Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

 

On May 19, 2011, the Corporation announced the Board of Directors had authorized repurchases of outstanding common stock, up to a total of $1 million, in open market or privately negotiated transactions. At its September 22, 2011 meeting, the Board of Directors authorized repurchases of outstanding common stock in open market or privately negotiated transactions, up to a total of $1 million, as an addition to the stock repurchase program previously announced on May 19, 2011. The Board of Directors’ authorizations provided that: (1) the treasury stock repurchase programs became effective when publicly announced and would continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the programs would be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

 

Effective July 17, 2014, the Corporation terminated its existing treasury stock repurchase programs (described immediately above) and approved a new treasury stock repurchase program. Under the new program, the Corporation is authorized to repurchase up to 622,500 shares of the Corporation’s common stock, or approximately 5% of the Corporation’s issued and outstanding shares at July 16, 2014. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases under the new program may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions. As of September 30, 2014, the maximum number of additional shares the Corporation may repurchase under this program is 493,500.

 

Consistent with previous programs, the Board of Directors’ July 17, 2014 authorization provides that: (1) the new treasury stock repurchase program shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

 

The following table sets forth a summary of the purchases by the Corporation, on the open market, of its equity securities during the third quarter 2014:

 

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
July 1 - 31, 2014 30,400  $18.86     30,400 592,100
August 1 - 31, 2014 68,500  $19.08     98,900 523,600
September 1 - 30, 2014 30,100  $19.39   129,000 493,500

 

 

 

Item3.Defaults Upon Senior Securities

None

 

Item4.Mine Safety Disclosures

Not applicable

 

Item5.Other Information

None

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Item 6.Exhibits

 

2. Plan of acquisition, reorganization, arrangement,   Not applicable  
    liquidation or succession                                                                  
       
3. (i) Articles of Incorporation   Incorporated by reference to Exhibit 3.1 of  
    the Corporation's Form 8-K filed  
    September 21, 2009  
       
3. (ii) By-laws   Incorporated by reference to Exhibit 3.1 of the  
    Corporation's Form 8-K filed April 19, 2013  
       
4. Instruments defining the rights of Security holders, including      
    indentures   Not applicable  
       
10. Material contracts   Not applicable
       
11. Statement re: computation of per share earnings   Information concerning the computation of  
    earnings per share is provided in Note 2  
    to the unaudited consolidated financial  
    statements, which is included in Part I,  
    Item 1 of Form 10-Q  
       
15. Letter re: unaudited interim information   Not applicable  
       
18. Letter re: change in accounting principles   Not applicable      
       
19. Report furnished to security holders   Not applicable      
       
22. Published report regarding matters submitted to   Not applicable      
     vote of security holders      
       
23. Consents of experts and counsel   Not applicable  
       
24. Power of attorney   Not applicable  
       
31. Rule 13a-14(a)/15d-14(a) certifications:      
       31.1 Certification of Chief Executive Officer   Filed herewith  
       31.2 Certification of Chief Financial Officer   Filed herewith  
       
32. Section 1350 certifications   Filed herewith  
       
99. Additional exhibits   Not applicable  
       
100. XBRL-related documents   Not applicable  
       
101. Interactive data file   Filed herewith  
         

 

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  CITIZENS & NORTHERN CORPORATION
   
November 7, 2014 By:/s/ Mark A. Hughes
Date Interim President and Chief Executive Officer
   
November 7, 2014 By: /s/ Anthony J. Peluso
Date Interim Treasurer and Chief Financial Officer

 

 

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