10-Q 1 v409693_10q.htm 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2015

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) 12,198,511 Shares Outstanding on May 4, 2015

 

 
 

 

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

CITIZENS & NORTHERN CORPORATION

Index

 

Part I.  Financial Information  
   
Item 1.  Financial Statements  
   
Consolidated Balance Sheets (Unaudited) – March 31, 2015 and December 31, 2014 Page    3
   
Consolidated Statements of Income (Unaudited) – Three Months Ended March 31, 2015 and 2014 Page    4
   
Consolidated Statements of Comprehensive Income  (Unaudited) – Three Months Ended March 31, 2015 and 2014 Page    5
   
Consolidated Statements of Cash Flows (Unaudited) –  Three Months Ended March 31, 2015 and 2014 Page    6
   
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Three Months Ended March 31, 2015 and 2014 Page    7
   
Notes to Unaudited Consolidated Financial Statements Pages 8 – 33
   
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations Pages 34 – 50
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk Pages 51 – 53
   
Item 4.  Controls and Procedures Page  53
   
Part II.  Other Information Pages  54 – 55
   
Signatures Page  56
   
Exhibit 31.1.  Rule 13a-14(a)/15d-14(a) Certification - Chief Executive Officer Page  57
   
Exhibit 31.2.  Rule 13a-14(a)/15d-14(a) Certification - Chief Financial Officer Page  58
   
Exhibit 32.  Section 1350 Certifications Page  59

 

2
 

 

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

ITEM 1. FINANCIAL STATEMENTS        
CONSOLIDATED BALANCE SHEETS        
(In Thousands, Except Share and Per Share Data) (Unaudited)   March 31,   December 31,
    2015   2014
ASSETS        
Cash and due from banks:        
Noninterest-bearing   $17,568   $14,812
Interest-bearing   18,862   21,235
Total cash and due from banks   36,430   36,047
Available-for-sale securities, at fair value   527,814   516,807
Loans held for sale   214   0
         
Loans receivable   628,345   630,545
Allowance for loan losses   (7,134)   (7,336)
Loans, net   621,211   623,209
Bank-owned life insurance   22,216   22,119
Accrued interest receivable   4,021   3,908
Bank premises and equipment, net   16,154   16,256
Foreclosed assets held for sale   1,583   1,189
Deferred tax asset, net   0   1,668
Intangible asset - Core deposit intangibles   47   52
Intangible asset - Goodwill   11,942   11,942
Other assets   10,326   8,766
TOTAL ASSETS   $1,251,958   $1,241,963
         
LIABILITIES        
Deposits:        
Noninterest-bearing   $223,596   $212,439
Interest-bearing   753,038   755,550
Total deposits   976,634   967,989
Short-term borrowings   5,840   5,537
Long-term borrowings   72,988   73,060
Deferred tax liability, net   14   0
Accrued interest and other liabilities   7,379   7,015
TOTAL LIABILITIES   1,062,855   1,053,601
         
STOCKHOLDERS' EQUITY        
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation preference per share; no shares issued at March 31, 2015 and December 31, 2014   0   0
Common stock, par value $1.00 per share; authorized 20,000,000 shares in 2015 and 2014; issued 12,655,171 at March 31, 2015 and  December 31, 2014   12,655   12,655
Paid-in capital   71,074   71,541
Retained earnings   106,201   105,550
Treasury stock, at cost; 461,987 shares at March 31, 2015 and 375,191 shares at December 31, 2014   (8,493)   (6,744)
Sub-total   181,437   183,002
Accumulated other comprehensive income:        
Unrealized gain on available-for-sale securities   7,654   5,281
Defined benefit plans gain   12   79
Total accumulated other comprehensive income   7,666   5,360
TOTAL STOCKHOLDERS' EQUITY   189,103   188,362
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY   $1,251,958   $1,241,963

 

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
(In Thousands Except Per Share Data) (Unaudited)   March 31,   March 31,
    2015   2014
INTEREST INCOME        
Interest and fees on loans   $7,709   $7,998
Interest on balances with depository institutions   26   30
Interest on loans to political subdivisions   349   373
Interest on mortgages held for sale   2   3
Income from available-for-sale securities:        
Taxable   1,974   1,802
Tax-exempt   1,016   1,111
Dividends   87   89
Total interest and dividend income   11,163   11,406
INTEREST EXPENSE        
Interest on deposits   486   554
Interest on short-term borrowings   1   5
Interest on long-term borrowings   726   729
Total interest expense   1,213   1,288
Net interest income   9,950   10,118
Provision (credit)  for loan losses   3   (311)
Net interest income after provision (credit)  for loan losses   9,947   10,429
OTHER INCOME        
Service charges on deposit accounts   1,022   1,223
Service charges and fees   113   127
Trust and financial management revenue   1,114   1,047
Brokerage revenue   219   227
Insurance commissions, fees and premiums   40   32
Interchange revenue from debit card transactions   474   453
Net gains from sale of loans   147   151
(Decrease) increase in fair value of servicing rights   (117)   105
Increase in cash surrender value of life insurance   97   88
Other operating income   378   298
Sub-total   3,487   3,751
Realized gains on available-for-sale securities, net   74   31
Total other income   3,561   3,782
OTHER EXPENSES        
Salaries and wages   3,487   3,565
Pensions and other employee benefits   1,385   1,319
Occupancy expense, net   722   715
Furniture and equipment expense   454   472
FDIC Assessments   151   147
Pennsylvania shares tax   249   341
Professional fees   122   148
Automated teller machine and interchange expense   246   211
Software subscriptions   197   190
Other operating expense   1,451   1,416
Total other expenses   8,464   8,524
Income before income tax provision   5,044   5,687
Income tax provision   1,229   1,399
NET INCOME   $3,815   $4,288
NET INCOME PER SHARE - BASIC   $0.31   $0.35
NET INCOME PER SHARE - DILUTED   $0.31   $0.34

 

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)

 

    3 Months Ended
    March 31,
    2015   2014
Net income   $3,815   $4,288
         
Unrealized gains on available-for-sale securities:        
Unrealized holding gains on available-for-sale securities   3,725   5,334
Reclassification adjustment for gains realized in income   (74)   (31)
Other comprehensive gain on available-for-sale securities   3,651   5,303
         
Unfunded pension and postretirement obligations:        
Changes from plan amendments and actuarial gains and losses included in accumulated other comprehensive (loss) gain   (100)   141
Amortization of net transition obligation, prior service cost and net actuarial loss included in net periodic benefit cost   (3)   (4)
Other comprehensive (loss) gain on unfunded retirement obligations   (103)   137
         
Other comprehensive income before income tax   3,548   5,440
Income tax related to other comprehensive income   (1,242)   (1,905)
         
Net other comprehensive income   2,306   3,535
         
Comprehensive income   $6,121   $7,823

 

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   3 Months Ended
(In Thousands) (Unaudited)   March 31,   March 31,
    2015   2014
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income   $3,815   $4,288
Adjustments to reconcile net income to net cash provided by operating activities:        
Provision (credit) for loan losses   3   (311)
Realized gains on available-for-sale securities, net   (74)   (31)
Realized loss on foreclosed assets   13   31
Depreciation expense   469   498
Accretion and amortization on securities, net   383   356
Accretion and amortization on loans and deposits, net   (5)   (7)
Decrease (increase) in fair value of servicing rights   117   (105)
Increase in cash surrender value of life insurance   (97)   (88)
Stock-based compensation   150   212
Amortization of core deposit intangibles   5   9
Deferred income taxes   440   621
Gains on sales of loans, net   (147)   (151)
Origination of loans for sale   (4,150)   (4,773)
Proceeds from sales of loans   4,052   4,805
Increase in accrued interest receivable and other assets   (1,752)   (864)
Increase in accrued interest payable and other liabilities   487   1,961
Net Cash Provided by Operating Activities   3,709   6,451
CASH FLOWS FROM INVESTING ACTIVITIES:        
Proceeds from maturities of certificates of deposit   0   240
Proceeds from sales of available-for-sale securities   861   27,514
Proceeds from calls and maturities of available-for-sale securities   19,400   13,848
Purchase of available-for-sale securities   (28,152)   (36,004)
Redemption of Federal Home Loan Bank of Pittsburgh stock   485   955
Purchase of Federal Home Loan Bank of Pittsburgh stock   (546)   (120)
Net decrease in loans   1,402   17,753
Purchase of premises and equipment   (367)   (90)
Return of principal on limited liability entity investments   54   42
Proceeds from sale of foreclosed assets   191   270
Net Cash (Used in) Provided by Investing Activities   (6,672)   24,408
CASH FLOWS FROM FINANCING ACTIVITIES:        
Net increase in deposits   8,645   7,317
Net increase (decrease) in short-term borrowings   303   (18,655)
Repayments of long-term borrowings   (72)   (68)
Purchase of treasury stock   (3,022)   0
Sale of treasury stock   279   62
Tax benefit from compensation plans   42   40
Common dividends paid   (2,829)   (2,847)
Net Cash Provided by (Used in) Financing Activities   3,346   (14,151)
INCREASE IN CASH AND CASH EQUIVALENTS   383   16,708
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR   31,619   38,591
CASH AND CASH EQUIVALENTS, END OF YEAR   $32,002   $55,299
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Assets acquired through foreclosure of real estate loans   $598   $730
Accrued purchase of available-for-sale securities   $0   $1,736
Interest paid   $1,201   $1,290
Income taxes paid   $175   $270

 

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                        
(In Thousands Except Share and Per Share Data)                   Accumulated        
(Unaudited)                       Other        
                        Comprehensive        
    Common   Treasury   Common   Paid-in   Retained   Income   Treasury    
    Shares   Shares   Stock   Capital   Earnings   (Loss)   Stock   Total
Three Months Ended March 31, 2015:                                
Balance, December 31, 2014   12,655,171   375,191   $12,655   $71,541   $105,550   $5,360   ($6,744)   $188,362
Net income                   3,815           3,815
Other comprehensive income, net                       2,306       2,306
Cash dividends declared on common stock, $.26 per share                   (3,201)           (3,201)
Shares issued for dividend reinvestment plan       (19,239)                   372   372
Treasury stock purchased       155,800                   (3,022)   (3,022)
Shares issued from treasury related to exercise of stock options       (16,908)       (28)           307   279
Restricted stock granted       (34,800)       (627)           627   0
Forfeiture of restricted stock       1,943       33           (33)   0
Stock-based compensation expense               150               150
Tax benefit from dividends on restricted stock               5               5
Tax benefit from employee benefit plan                   37           37
Balance, March 31, 2015   12,655,171   461,987   $12,655   $71,074   $106,201   $7,666   ($8,493)   $189,103
                                 
Three Months Ended March 31, 2014:                                
Balance, December 31, 2013   12,596,540   206,477   $12,596   $70,105   $101,216   ($993)   ($3,452)   $179,472
Net income                   4,288           4,288
Other comprehensive income, net                       3,535       3,535
Cash dividends declared on common stock, $0.26 per share                   (3,227)           (3,227)
Shares issued for dividend reinvestment plan   19,519       20   360               380
Shares issued from treasury related to exercise of stock options       (4,095)       (6)           68   62
Restricted stock granted       (16,711)       (279)           279   0
Forfeiture of restricted stock       1,388       23           (23)   0
Stock-based compensation expense               212               212
Tax effect of stock option exercises               1               1
Tax benefit from dividends on restricted stock               5               5
Tax benefit from employee benefit plan                   34           34
Balance, March 31, 2014   12,616,059   187,059   $12,616   $70,421   $102,311   $2,542   ($3,128)   $184,762

 

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

 

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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, 2014, 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.

 

Operating results reported for the three-month period ended March 31, 2015 might not be indicative of the results for the year ending December 31, 2015. 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
Three Months Ended March 31, 2015            
Earnings per share – basic   $3,815,000   12,268,306   $0.31
Dilutive effect of potential common stock arising from stock options:            
Exercise of outstanding stock options       181,385    
Hypothetical share repurchase at $19.78       (160,552)    
Earnings per share – diluted   $3,815,000   12,289,139   $0.31
             
Three Months Ended March 31, 2014            
Earnings per share – basic   $4,288,000   12,417,627   $0.35
Dilutive effect of potential common stock arising from stock options:            
Exercise of outstanding stock options       240,960    
Hypothetical share repurchase at $19.71       (213,790)    
Earnings per share – diluted   $4,288,000   12,444,797   $0.34

 

Stock options that were anti-dilutive were excluded from net income per share calculations. Weighted-average common shares available from anti-dilutive instruments totaled 103,104 shares in the three-month period ended March 31, 2015 and 138,643 shares in the three-month period ended March 31, 2014.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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
Three Months Ended March 31, 2015:            
Unrealized gains on available-for-sale securities:            
Unrealized holding gains on available-for-sale securities   $3,725   ($1,304)   $2,421
Reclassification adjustment for (gains) realized in income   (74)   26   (48)
Other comprehensive income on available-for-sale securities   3,651   (1,278)   2,373
             
Unfunded pension and postretirement obligations:            
Changes from plan amendments and actuarial gains and losses included in other comprehensive income   (100)   35   (65)
Amortization of net transition obligation, prior service cost and net actuarial loss included in net periodic benefit cost   (3)   1   (2)
Other comprehensive loss on unfunded retirement obligations   (103)   36   (67)
             
Total other comprehensive income   $3,548   ($1,242)   $2,306

 

(In Thousands)   Before-Tax   Income Tax   Net-of-Tax
    Amount   Effect   Amount
Three Months Ended March 31, 2014:            
Unrealized gains on available-for-sale securities:            
Unrealized holding gains on available-for-sale securities   $5,334   ($1,868)   $3,466
Reclassification adjustment for (gains) realized in income   (31)   11   (20)
Other comprehensive income on available-for-sale securities   5,303   (1,857)   3,446
             
Unfunded pension and postretirement obligations:            
Changes from plan amendments and actuarial gains and losses included in other comprehensive income   141   (49)   92
Amortization of net transition obligation, prior service cost and net actuarial loss included in net periodic benefit cost   (4)   1   (3)
Other comprehensive income on unfunded retirement obligations   137   (48)   89
             
Total other comprehensive income   $5,440   ($1,905)   $3,535

 

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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
Three Months Ended March 31, 2015            
Balance, beginning of period   $5,281   $79   $5,360
Other comprehensive income before reclassifications   2,421   (65)   2,356
Amounts reclassified from accumulated other comprehensive income   (48)   (2)   (50)
Other comprehensive income   2,373   (67)   2,306
Balance, end of period   $7,654   $12   $7,666
             
Three Months Ended March 31, 2014            
Balance, beginning of period   ($1,004)   $11   ($993)
Other comprehensive income before reclassifications   3,466   92   3,558
Amounts reclassified from accumulated other comprehensive income   (20)   (3)   (23)
Other comprehensive income   3,446   89   3,535
Balance, end of period   $2,442   $100   $2,542

 

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

 

For the Three Months Ended March 31, 2015        
(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   ($74)   Realized gains on available-for-sale securities, net
    26   Income tax provision
    (48)   Net of tax
         
Amortization of defined benefit pension and postretirement items        
    Prior service cost   (7)   Pensions and other employee benefits
    Actuarial loss   4   Pensions and other employee benefits
    (3)   Total before tax
    1   Income tax provision
    (2)   Net of tax
         
Total reclassifications for the period   ($50)    

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

For the Three Months Ended March 31, 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   ($31)   Total before tax
    11   Income tax provision
    (20)   Net of tax
         
Amortization of defined benefit pension and postretirement items        
    Prior service cost   (8)   Pensions and other employee benefits
    Actuarial loss   4   Pensions and other employee benefits
    (4)   Total before tax
    1   Income tax provision
    (3)   Net of tax
         
Total reclassifications for the period   ($23)    

 

4. CASH AND DUE FROM BANKS

 

Cash and due from banks at March 31, 2015 and December 31, 2014 include the following:

 

(In thousands)   March 31,   Dec. 31,
    2015   2014
Cash and cash equivalents   $32,002   $31,619
Certificates of deposit   4,428   4,428
Total cash and due from banks   $36,430   $36,047

 

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 $15,542,000 at March 31, 2015 and $16,853,000 at December 31, 2014.

 

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. Financial Accounting Standards Board (FASB) Accounting Standards Codification (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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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.

 

At March 31, 2015 and December 31, 2014, assets measured at fair value and the valuation methods used are as follows:

 

        March 31, 2015    
    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   $27,025   $0   $27,025
Obligations of states and political subdivisions:                
Tax-exempt   0   122,502   0   122,502
Taxable   0   37,417   0   37,417
Mortgage-backed securities   0   92,088   0   92,088
Collateralized mortgage obligations, Issued by U.S. Government agencies   0   240,077   0   240,077
Collateralized debt obligations   0   34   0   34
Total debt securities   0   519,143   0   519,143
Marketable equity securities   8,671   0   0   8,671
Total available-for-sale securities   8,671   519,143   0   527,814
Servicing rights   0   0   1,195   1,195
Total recurring fair value measurements   $8,671   $519,143   $1,195   $529,009
                 
Nonrecurring fair value measurements                
Impaired loans with a valuation allowance   $0   $0   $4,312   $4,312
Valuation allowance   0   0   (700)   (700)
Impaired loans, net   0   0   3,612   3,612
Foreclosed assets held for sale   0   0   1,583   1,583
Total nonrecurring fair value measurements   $0   $0   $5,195   $5,195

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

        December 31, 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   $26,676   $0   $26,676
Obligations of states and political subdivisions:                
Tax-exempt   0   124,839   0   124,839
Taxable   0   33,878   0   33,878
Mortgage-backed securities   0   83,903   0   83,903
Collateralized mortgage obligations, Issued by U.S. Government agencies   0   238,823   0   238,823
Collateralized debt obligations   0   34   0   34
Total debt securities   0   508,153   0   508,153
Marketable equity securities   8,654   0   0   8,654
Total available-for-sale securities   8,654   508,153   0   516,807
Servicing rights   0   0   1,281   1,281
Total recurring fair value measurements   $8,654   $508,153   $1,281   $518,088
                 
Nonrecurring fair value measurements                
Impaired loans with a valuation allowance   $0   $0   $3,241   $3,241
Valuation allowance   0   0   (769)   (769)
Impaired loans, net   0   0   2,472   2,472
Foreclosed assets held for sale   0   0   1,189   1,189
Total nonrecurring fair value measurements   $0   $0   $3,661   $3,661

 

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 March 31, 2015 and December 31, 2014, quantitative information regarding significant techniques and inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

  Fair Value at                
    3/31/15   Valuation   Unobservable       Method or Value As of
Asset   (In Thousands)   Technique   Input(s)       3/31/15
Servicing rights   $1,195   Discounted cash flow   Discount rate   10.00%   Rate used through modeling period
            Loan prepayment speeds   178.00%   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

 

    Fair Value at                
    12/31/14   Valuation   Unobservable       Method or Value As of
Asset   (In Thousands)   Technique   Input(s)       12/31/14
Servicing rights   $1,281   Discounted cash flow   Discount rate   10.00%   Rate used through modeling period
            Loan prepayment speeds   156.00%   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:

 

(In Thousands)   3 Months Ended
    March 31,   March 31,
    2015   2014
Servicing rights balance, beginning of period   $1,281   $1,123
Issuances of servicing rights   31   40
Unrealized (losses) gains included in earnings   (117)   105
Service rights balance, end of period   $1,195   $1,268

 

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:

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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 Original or Xtra program.

 

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 March 31, 2015 and December 31, 2014. 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.

 

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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   March 31, 2015   December 31, 2014
    Method(s)   Carrying   Fair   Carrying   Fair
    Used   Amount   Value   Amount   Value
Financial assets:                  
Cash and cash equivalents   Level 1   $32,002   $32,002   $31,619   $31,619
Certificates of deposit   Level 2   4,428   4,448   4,428   4,443
Available-for-sale securities   See Above   527,814   527,814   516,807   516,807
Restricted equity securities (included in Other Assets)   Level 2   1,645   1,645   1,584   1,584
Loans held for sale   Level 2   214   214   0   0
Loans, net   Level 3   621,211   631,385   623,209   629,267
Accrued interest receivable   Level 2   4,021   4,021   3,908   3,908
Servicing rights   Level 3   1,195   1,195   1,281   1,281
                     
Financial liabilities:                    
Deposits with no stated maturity   Level 2   742,650   742,650   729,052   729,052
Time deposits   Level 2   233,984   234,823   238,937   239,712
Short-term borrowings   Level 2   5,840   5,775   5,537   5,473
Long-term borrowings   Level 2   72,988   78,872   73,060   78,866
Accrued interest payable   Level 2   116   116   104   104

 

6. SECURITIES

 

Amortized cost and fair value of available-for-sale securities at March 31, 2015 and December 31, 2014 are summarized as follows:

 

        March 31, 2015    
        Gross   Gross    
        Unrealized   Unrealized    
    Amortized   Holding   Holding   Fair
(In Thousands)   Cost   Gains   Losses   Value
                 
Obligations of U.S. Government agencies   $27,205   $41   ($221)   $27,025
Obligations of states and political subdivisions:                
Tax-exempt   117,378   5,243   (119)   122,502
Taxable   36,861   620   (64)   37,417
Mortgage-backed securities   90,130   2,002   (44)   92,088
Collateralized mortgage obligations, Issued by U.S. Government agencies   238,794   2,256   (973)   240,077
Collateralized debt obligations   34   0   0   34
Total debt securities   510,402   10,162   (1,421)   519,143
Marketable equity securities   5,636   3,041   (6)   8,671
Total   $516,038   $13,203   ($1,427)   $527,814

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

        December 31, 2014    
        Gross   Gross    
        Unrealized   Unrealized    
    Amortized   Holding   Holding   Fair
(In Thousands)   Cost   Gains   Losses   Value
                 
Obligations of U.S. Government agencies   $27,221   $38   ($583)   $26,676
Obligations of states and political subdivisions:                
Tax-exempt   120,086   5,134   (381)   124,839
Taxable   33,637   415   (174)   33,878
Mortgage-backed securities   82,479   1,493   (69 )   83,903
Collateralized mortgage obligations, Issued by U.S. Government agencies   239,620   1,239   (2,036)   238,823
Collateralized debt obligations:   34   0   0   34
Total debt securities   503,077   8,319   (3,243)   508,153
Marketable equity securities   5,605   3,058   (9)   8,654
Total   $508,682   $11,377   ($3,252)   $516,807

 

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 March 31, 2015 and December 31, 2014:

 

March 31, 2015   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   $10,063   ($38)   $14,302   ($183)   $24,365   ($221)
Obligations of states and political subdivisions:                        
Tax-exempt   9,894   (102)   753   (17)   10,647   (119)
Taxable   3,451   (16)   4,797   (48)   8,248   (64)
Mortgage-backed securities   0   0   4,021   (44)   4,021   (44)
Collateralized mortgage obligations, Issued by U.S. Government agencies   9,927   (42)   56,761   (931)   66,688   (973)
Total debt securities   33,335   (198)   80,634   (1,223)   113,969   (1,421)
Marketable equity securities   138   (6)   0   0   138   (6)
Total temporarily impaired available-for-sale securities   $33,473   ($204)   $80,634   ($1,223)   $114,107   ($1,427)

 

December 31, 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   $0   $0   $24,020   ($583)   $24,020   ($583)
Obligations of states and political subdivisions:                        
Tax-exempt   11,898   (289)   6,991   (92)   18,889   (381)
Taxable   4,240   (22)   9,159   (152)   13,399   (174)
Mortgage-backed securities   0   0   4,160   (69)   4,160   (69)
Collateralized mortgage obligations, Issued by U.S. Government agencies   58,812   (396)   60,897   (1,640)   119,709   (2,036)
Total debt securities   74,950   (707)   105,227   (2,536)   180,177   (3,243)
Marketable equity securities   134   (9)   0   0   134   (9)
Total temporarily impaired available-for-sale securities   $75,084   ($716)   $105,227   ($2,536)   $180,311   ($3,252)

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

(In Thousands)   3 Months Ended
    March 31,   March 31,
    2015   2014
Gross realized gains from sales   $74   $202
Gross realized losses from sales   0   (171)
Net realized gains   $74   $31
Income tax provision related to net realized gains   $26   $11

 

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of March 31, 2015. 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   $10,363   $10,504
Due from one year through five years   59,183   59,881
Due from five years through ten years   63,377   64,609
Due after ten years   48,555   51,984
Subtotal   181,478   186,978
Mortgage-backed securities   90,130   92,088
Collateralized mortgage obligations, Issued by U.S. Government agencies   238,794   240,077
Total   $510,402   $519,143

 

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 $386,936,000 at March 31, 2015 and $369,945,000 at December 31, 2014 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 other-than-temporary impairment (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 March 31, 2015 is provided below.

 

Debt Securities

 

At March 31, 2015, 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 March 31, 2015 to be temporary.

 

The credit rating agencies have withdrawn their ratings on numerous municipal bonds held by the Corporation. At March 31, 2015, the total amortized cost basis of municipal bonds with no external credit ratings was $15,704,000, with an aggregate unrealized gain of $185,000. 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

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Equity Securities

 

The Corporation’s marketable equity securities at March 31, 2015 and December 31, 2014 consisted exclusively of stocks of banking companies. The Corporation had no realized gains or losses from the sale of equity securities in the first quarter of 2015 or the first quarter of 2014. At March 31, 2015, the Corporation held three stocks with an unrealized loss of $6,000 for which management determined an OTTI charge was not required.

 

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh). 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 $1,515,000 at March 31, 2015 and $1,454,000 at December 31, 2014. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at March 31, 2015 and December 31, 2014. 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.

 

7. LOANS

 

The loans receivable portfolio is segmented into residential mortgage, commercial and consumer loans. The residential mortgage segment includes the following classes: first and junior lien residential mortgages, home equity lines of credit and residential construction loans. The most significant classes of commercial loans are commercial loans secured by real estate, non-real estate secured commercial and industrial loans, loans to political subdivisions, commercial construction and land loans, and loans secured by farmland.

 

Loans outstanding at March 31, 2015 and December 31, 2014 are summarized as follows:

 

Summary of Loans by Type        
(In Thousands)   Mar. 31,   Dec. 31,
    2015   2014
Residential mortgage:        
Residential mortgage loans - first liens   $291,612   $291,882
Residential mortgage loans - junior liens   20,896   21,166
Home equity lines of credit   37,049   36,629
1-4 Family residential construction   16,217   16,739
Total residential mortgage   365,774   366,416
Commercial:        
Commercial loans secured by real estate   140,851   145,878
Commercial and industrial   51,563   50,157
Political subdivisions   19,479   17,534
Commercial construction and land   7,249   6,938
Loans secured by farmland   7,789   7,916
Multi-family (5 or more) residential   8,673   8,917
Agricultural loans   3,158   3,221
Other commercial loans   13,187   13,334
Total commercial   251,949   253,895
Consumer   10,622   10,234
Total   628,345   630,545
Less: allowance for loan losses   (7,134)   (7,336)
Loans, net   $621,211   $623,209

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 March 31, 2015 or December 31, 2014.

 

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 March 31, 2015 and December 31, 2014, management determined that no allowance for credit losses related to unfunded loan commitments was required.

 

Transactions within the allowance for loan losses, summarized by segment and class, for the three-month periods ended March 31, 2015 and 2014 was as follows:

 

Three Months Ended March 31, 2015   December 31,               March 31,
(In Thousands)   2014
Balance
  Charge-offs   Recoveries   Provision
(Credit)
  2015
Balance
Allowance for Loan Losses:                    
Residential mortgage:                    
Residential mortgage loans - first liens   $2,941   ($79)   $1   ($89)   $2,774
Residential mortgage loans - junior liens   176   0   0   24   200
Home equity lines of credit   322   0   0   0   322
1-4 Family residential construction   214   0   0   (7)   207
Total residential mortgage   3,653   (79)   1   (72)   3,503
Commercial:                    
Commercial loans secured by real estate   1,758   (115)   0   93   1,736
Commercial and industrial   688   (10)   1   5   684
Political subdivisions   0   0   0   0   0
Commercial construction and land   283   0   0   3   286
Loans secured by farmland   165   0   0   (6)   159
Multi-family (5 or more) residential   87   0   0   (6)   81
Agricultural loans   31   0   0   (2)   29
Other commercial loans   131   0   0   (8)   123
Total commercial   3,143   (125)   1   79   3,098
Consumer   145   (18)   15   (3)   139
Unallocated   395   0   0   (1)   394
                     
Total Allowance for Loan Losses   $7,336   ($222)   $17   $3   $7,134

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Three Months Ended March 31, 2014    December 31,                March 31,
(In Thousands)    2013
Balance
   Charge-offs    Recoveries    Provision
(Credit)
   2014
Balance
Allowance for Loan Losses:                    
Residential mortgage:                    
Residential mortgage loans - first liens   $2,974   ($19)   $0   ($92)   $2,863
Residential mortgage loans - junior liens   294   0   0   (14)   $280
Home equity lines of credit   269   0   0   2   $271
1-4 Family residential construction   168   0   0   (15)   $153
Total residential mortgage   3,705   (19)   0   (119)   3,567
Commercial:                    
Commercial loans secured by real estate   3,123   (35)   250   (257)   3,081
Commercial and industrial   591   (24)   1   (13)   555
Political subdivisions   0   0   0   0   0
Commercial construction and land   267   (170)   0   150   247
Loans secured by farmland   115   0   0   (17)   98
Multi-family (5 or more) residential   103   0   0   2   105
Agricultural loans   30   0   0   0   30
Other commercial loans   138   0   0   0   138
Total commercial   4,367   (229)   251   (135)   4,254
Consumer   193   (26)   14   (53)   128
Unallocated   398   0   0   (4)   394
                     
Total Allowance for Loan Losses   $8,663   ($274)   $265   ($311)   $8,343

 

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of March 31, 2015 and December 31, 2014:

 

March 31, 2015:       Special            
(In Thousands)   Pass   Mention   Substandard   Doubtful   Total
Residential Mortgage:                    
Residential mortgage loans - first liens   $280,299   $1,161   $10,077   $75   $291,612
Residential mortgage loans - junior liens   20,236   89   571   0   20,896
Home equity lines of credit   35,259   1,426   364   0   37,049
1-4 Family residential construction   16,198   19   0   0   16,217
Total residential mortgage   351,992   2,695   11,012   75   365,774
Commercial:                    
Commercial loans secured by real estate   128,097   3,434   9,320   0   140,851
Commercial and Industrial   43,887   6,769   789   118   51,563
Political subdivisions   19,479   0   0   0   19,479
Commercial construction and land   5,153   177   1,919   0   7,249
Loans secured by farmland   5,879   427   1,460   23   7,789
Multi-family (5 or more) residential   8,392   281   0   0   8,673
Agricultural loans   3,135   0   23   0   3,158
Other commercial loans   13,104   83   0   0   13,187
Total commercial   227,126   11,171   13,511   141   251,949
Consumer   10,425   23   174   0   10,622
                     
Totals   $589,543   $13,889   $24,697   $216   $628,345

 

December 31, 2014:       Special            
(In Thousands)   Pass   Mention   Substandard   Doubtful   Total
Residential Mortgage:                    
Residential mortgage loans - first liens   $280,094   $1,246   $10,464   $78   $291,882
Residential mortgage loans - junior liens   20,502   112   552   0   21,166
Home equity lines of credit   35,935   294   400   0   36,629
1-4 Family residential construction   16,719   20   0   0   16,739
Total residential mortgage   353,250   1,672   11,416   78   366,416
Commercial:                    
Commercial loans secured by real estate   133,204   2,775   9,899   0   145,878
Commercial and Industrial   41,751   7,246   1,042   118   50,157
Political subdivisions   17,534   0   0   0   17,534
Commercial construction and land   4,650   266   2,022   0   6,938
Loans secured by farmland   5,990   433   1,468   25   7,916
Multi-family (5 or more) residential   8,629   288   0   0   8,917
Agricultural loans   3,196   0   25   0   3,221
Other commercial loans   13,248   86   0   0   13,334
Total commercial   228,202   11,094   14,456   143   253,895
Consumer   10,095   22   117   0   10,234
                     
Totals   $591,547   $12,788   $25,989   $221   $630,545

  

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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 65% at March 31, 2015) 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 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 March 31, 2015 and December 31, 2014.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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 March 31, 2015 and December 31, 2014:

 

March 31, 2015   Loans:   Allowance for Loan Losses:
(In Thousands)                        
    Individually   Collectively       Individually   Collectively    
    Evaluated   Evaluated   Totals   Evaluated   Evaluated   Totals
Residential mortgage:                        
Residential mortgage loans - first liens   $2,551   $289,061   $291,612   $229   $2,545   $2,774
Residential mortgage loans - junior liens   78   20,818   20,896   0   200   200
Home equity lines of credit   0   37,049   37,049   0   322   322
1-4 Family residential construction   0   16,217   16,217   0   207   207
Total residential mortgage   2,629   363,145   365,774   229   3,274   3,503
Commercial:                        
Commercial loans secured by real estate   6,669   134,182   140,851   85   1,651   1,736
Commercial and industrial   544   51,019   51,563   75   609   684
Political subdivisions   0   19,479   19,479   0   0   0
Commercial construction and land   1,840   5,409   7,249   211   75   286
Loans secured by farmland   1,458   6,331   7,789   100   59   159
Multi-family (5 or more) residential   0   8,673   8,673   0   81   81
Agricultural loans   23   3,135   3,158   0   29   29
Other commercial loans   0   13,187   13,187   0   123   123
Total commercial   10,534   241,415   251,949   471   2,627   3,098
Consumer   0   10,622   10,622   0   139   139
Unallocated                       394
Total   $13,163   $615,182   $628,345   $700   $6,040   $7,134

 

December 31, 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   $1,665   $290,217   $291,882   $358   $2,583   $2,941
Residential mortgage loans - junior liens   17   21,149   21,166   0   176   176
Home equity lines of credit   0   36,629   36,629   0   322   322
1-4 Family residential construction   0   16,739   16,739   0   214   214
Total residential mortgage   1,682   364,734   366,416   358   3,295   3,653
Commercial:                        
Commercial loans secured by real estate   6,537   139,341   145,878   16   1,742   1,758
Commercial and industrial   663   49,494   50,157   82   606   688
Political subdivisions   0   17,534   17,534   0   0   0
Commercial construction and land   1,939   4,999   6,938   211   72   283
Loans secured by farmland   1,470   6,446   7,916   102   63   165
Multi-family (5 or more) residential   0   8,917   8,917   0   87   87
Agricultural loans   25   3,196   3,221   0   31   31
Other commercial loans   0   13,334   13,334   0   131   131
Total commercial   10,634   243,261   253,895   411   2,732   3,143
Consumer   0   10,234   10,234   0   145   145
Unallocated                       395
Total   $12,316   $618,229   $630,545   $769   $6,172   $7,336

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

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

 

(In Thousands) 3 Months Ended
  March 31,
  2015 2014
Average investment in impaired loans $12,740 $15,663
Interest income recognized on impaired loans 185 163
Interest income recognized on a cash basis on impaired loans 185 163

 

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.

 

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)   March 31, 2015   December 31, 2014
    Past Due       Past Due    
    90+ Days and       90+ Days and    
    Accruing   Nonaccrual   Accruing   Nonaccrual
Residential mortgage:                
Residential mortgage loans - first liens   $2,192   $2,882   $1,989   $3,440
Residential mortgage loans - junior liens   90   50   82   50
Home equity lines of credit   107   21   49   22
1-4 Family residential construction   0   0   0   0
Total residential mortgage   2,389   2,953   2,120   3,512
Commercial:                
Commercial loans secured by real estate   587   5,820   653   5,804
Commercial and industrial   5   368   5   379
Commercial construction and land   60   1,815   35   1,915
Loans secured by farmland   0   941   0   951
Agricultural loans   0   23   0   25
Total commercial   652   8,967   693   9,074
Consumer   45   24   30   24
                 
Totals   $3,086   $11,944   $2,843   $12,610

 

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The table below presents a summary of the contractual aging of loans as of March 31, 2015 and December 31, 2014:

 

    As of March 31, 2015   As of December 31, 2014
    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   $283,134   $5,229   $3,249   $291,612   $282,766   $5,443   $3,673   $291,882
Residential mortgage loans - junior liens   20,622   142   132   20,896   20,853   190   123   21,166
Home equity lines of credit   36,852   91   106   37,049   36,300   258   71   36,629
1-4 Family residential construction   16,217   0   0   16,217   16,739   0   0   16,739
Total residential mortgage   356,825   5,462   3,487   365,774   356,658   5,891   3,867   366,416
                                 
Commercial:                                
Commercial loans secured by real estate   139,552   517   782   140,851   143,713   883   1,282   145,878
Commercial and industrial   51,408   35   120   51,563   49,994   43   120   50,157
Political subdivisions   19,479   0   0   19,479   17,534   0   0   17,534
Commercial construction and land   5,344   30   1,875   7,249   4,897   91   1,950   6,938
Loans secured by farmland   6,717   228   844   7,789   6,811   254   851   7,916
Multi-family (5 or more) residential   8,579   94   0   8,673   8,720   197   0   8,917
Agricultural loans   2,997   138   23   3,158   3,105   91   25   3,221
Other commercial loans   13,187   0   0   13,187   13,334   0   0   13,334
Total commercial   247,263   1,042   3,644   251,949   248,108   1,559   4,228   253,895
Consumer   10,517   60   45   10,622   10,164   40   30   10,234
                                 
Totals   $614,605   $6,564   $7,176   $628,345   $614,930   $7,490   $8,125   $630,545

 

Nonaccrual loans are included in the contractual aging in the immediately preceding table. A summary of the contractual aging of nonaccrual loans at March 31, 2015 and December 31, 2014 is as follows:

 

  Current &            
(In Thousands) Past Due   Past Due   Past Due    
  Less than   30-89   90+    
  30 Days   Days   Days   Total
March 31, 2015 Nonaccrual Totals $7,012   $842   $4,090   $11,944
December 31, 2014 Nonaccrual Totals $6,959   $369   $5,282   $12,610

 

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 March 31, 2015 and December 31, 2014 is as follows:

 

  Troubled Debt Restructurings (TDRs):  
  Current &                  
(In Thousands) Past Due   Past Due   Past Due          
  Less than   30-89   90+          
  30 Days   Days   Days   Nonaccrual   Total  
March 31, 2015 Totals $1,872   $0   $0   $5,252   $7,124  
December 31, 2014 Totals $1,725   $82   $0   $5,388   $7,195  

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TDRs that occurred during the three-month periods ended March 31, 2015 and 2014 are as follows:

 

Three Months Ended March 31, 2015     Pre-   Post-
(Balances in Thousands)     Modification   Modification
  Number   Outstanding   Outstanding
  of   Recorded   Recorded
  Contracts   Investment   Investment
Residential mortgage:          
Residential mortgage loans - first liens 1   $56   $56
Residential mortgage loans - junior liens 1   32   32
Consumer 1   30   30

 

Three Months Ended March 31, 2014     Pre-   Post-
(Balances in Thousands)     Modification   Modification
  Number   Outstanding   Outstanding
  of   Recorded   Recorded
  Contracts   Investment   Investment
Residential mortgage:          
Residential mortgage loans - first liens 1   $83   $83

 

The TDRs in the three-month period ended March 31, 2015 included an extended maturity date and a reduction in interest rate on a residential mortgage – first lien loan, a lowered interest rate and reduced payment amount on a residential mortgage – junior lien loan and a lowered interest rate and reduced payment amount on the consumer loan. There was no allowance for loan losses on these loans at March 31, 2015, and no change in the allowance for loan losses resulting from these TDRs.

 

The TDR in the three-month period ended March 31, 2014 reflected a reduction in interest rate and payment amount required on a residential mortgage loan. There was no allowance for loan losses on this loan at March 31, 2014, and no change in the allowance for loan losses resulting from this TDR.

 

In the first quarter 2015, 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
Three Months Ended March 31, 2015    
(Balances in Thousands)      
Residential mortgage:      
Residential mortgage loans - first liens 2   $115
Commercial:      
Commercial loans secured by real estate 1   407
Commercial construction and land 1   25

 

  Number    
  of   Recorded
  Contracts   Investment
Three Months Ended March 31, 2014      
(Balances in Thousands)      
Residential mortgage,      
Residential mortgage loans - first liens 1   $140
Commercial,      
Loans secured by farmland 4   490

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The events of default in the table listed above resulted from the borrowers’ failure to make timely payments under the following circumstances: (1) for one customer relationship included in the Residential first lien mortgage class, payment

was missed after the interest rate and monthly payment amount had been reduced; (2) for the other customer relationship included in the Residential first lien mortgage class, monthly payments were missed after reducing the monthly payments to interest only payments; (3) for the Commercial loan secured by real estate, monthly payments were missed after reducing the monthly payments to interest only; and (4) for the Commercial construction and land loan, monthly payments were missed after extending the term of maturity. There were no allowances for loan losses recorded on these loans at March 31, 2015.

 

The events of default in 2014 in the table above resulted from one borrower’s failure to make interest only monthly payments. There were no allowances for loan losses recorded on these loans at March 31, 2014.

 

At March 31, 2015, the carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in Foreclosed assets held for sale in the unaudited consolidated balance sheet) was $761,000.

 

At March 31, 2015, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $1,366,000.

 

8. BORROWED FUNDS

 

SHORT-TERM BORROWINGS

 

Short-term borrowings include the following:

 

(In Thousands) Mar. 31,   Dec. 31
  2015   2014
FHLB-Pittsburgh borrowings $0   $0
Customer repurchase agreements 5,840   5,537
Total short-term borrowings $5,840   $5,537

 

The FHLB-Pittsburgh loan facilities are collateralized by qualifying loans secured by real estate with a book value totaling $441,803,000 at March 31, 2015 and $446,780,000 at December 31, 2014. 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 $1,515,000 at March 31, 2015 and $1,454,000 at December 31, 2014.

 

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 March 31, 2015 and December 31, 2014. The carrying value of the underlying securities was $5,890,000 at March 31, 2015 and $5,590,000 at December 31, 2014.

 

LONG-TERM BORROWINGS

 

Long-term borrowings are as follows:

(In Thousands) Mar. 31,   Dec. 31
  2015   2014
FHLB-Pittsburgh borrowings $11,988   $12,060
Repurchase agreements 61,000   61,000
Total long-term borrowings $72,988   $73,060

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

Long-term borrowings from FHLB - Pittsburgh are as follows:      
(In Thousands) Mar. 31,   Dec. 31
  2015   2014
Loan maturing in 2016 with a rate of 6.86% $95   $107
Loan maturing in 2017 with a rate of 6.83% 15   16
Loan maturing in 2017 with a rate of 3.81% 10,000   10,000
Loan maturing in 2020 with a rate of 4.79% 946   987
Loan maturing in 2025 with a rate of 4.91% 932   950
Total long-term FHLB-Pittsburgh borrowings $11,988   $12,060

 

Repurchase agreements included in long-term borrowings are as follows:

(In Thousands) Mar. 31,   Dec. 31
  2015   2014
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

 

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 $68,159,000 at March 31, 2015 and $70,982,000 at December 31, 2014.

 

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. Full-time employees no longer accrue service time toward the Corporation-subsidized portion of the medical benefits. 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 March 31, 2015 and December 31, 2014, 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:

 

Defined Benefit Plans  
(In Thousands) Pension   Postretirement
  Three Months Ended   Three Months Ended
  March 31,   March 31,
  2015   2014   2015   2014
Service cost $0   $0   $10   $9
Interest cost 9   18   13   14
Expected return on plan assets (11)   (22)   0   0
Amortization of prior service cost 0   0   (7)   (8)
Recognized net actuarial loss 4   4   0   0
Net periodic benefit cost $2   $0   $16   $15

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

In the first three months of 2015, the Corporation funded postretirement contributions totaling $18,000, with estimated annual postretirement contributions of $65,000 expected in 2015 for the full year. Based upon the related actuarial reports, no defined benefit pension contributions are required in 2015, though the Corporation may make discretionary contributions.

 

10. STOCK-BASED COMPENSATION PLANS

 

The Corporation has a Stock Incentive Plan for a selected group of officers. Also, the Corporation has an Independent Directors Stock Incentive Plan. In the first quarter 2015, the Corporation issued restricted stock under each of the Plans. In the first quarter 2014, the Corporation issued stock options and restricted stock under each of the Plans.

 

In the first quarter 2015, the Corporation awarded a total of 34,800 shares of restricted stock under the Stock Incentive and Independent Directors Stock Incentive Plans. In the first quarter 2014, a total of 16,711 shares of restricted stock were awarded under the Plans. Restricted stock awards in the first quarter 2015 included the following: (1) a total of 20,298 shares to employees, vesting over a four-year term, with vesting contingent upon the Corporation meeting an annual return on average equity (“ROAE”) performance ratio, as defined; (2) a total of 2,198 shares to employees, vesting over a four-year term, with vesting dependent on satisfactory performance; (3) an award to the Chief Executive Officer of 5,174 shares, vesting over a three-year term, with vesting dependent on satisfactory performance; and (4) a total of 7,130 shares under the Independent Directors Incentive Plan, vesting over a term of one year.

 

Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period. Management has estimated restricted stock expense in the first quarter 2015 based on an assumption that the ROAE target for 2015 will be met.

 

In January 2014, the Corporation granted options to purchase a total of 39,027 shares of common stock. The exercise price for the 2014 awards is $20.45 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 records stock option expense based on estimated fair value calculated using an option valuation model. In calculating the 2014 fair value, 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, were as follows:

 

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

 

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. These estimated forfeiture rates were determined based on the Corporation’s historical experience.

 

Total stock-based compensation expense is as follows:

 

(In Thousands) 3 Months Ended
   
  March 31,   March 31,
  2015   2014
 Stock options $0   $95
 Restricted stock 150   117
 Total $150   $212

 

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11. INCOME TAXES

 

The net deferred tax (liability) asset at March 31, 2015 and December 31, 2014 represents the following temporary difference components:

 

  March 31,   December 31,
(In Thousands) 2015   2014
Deferred tax assets:      
Net realized losses on securities $144   $144
Allowance for loan losses 2,497   2,568
Credit for alternative minimum tax paid 420   537
Other deferred tax assets 2,263   2,595
Total deferred tax assets 5,324   5,844
       
Deferred tax liabilities:      
Unrealized holding gains on securities 4,122   2,844
Defined benefit plans - ASC 835 7   43
Bank premises and equipment 1,061   1,134
Core deposit intangibles 16   18
Other deferred tax liabilities 132   137
Total deferred tax liabilities 5,338   4,176
Deferred tax (liability) asset, net ($14)   $1,668

 

The provision for income tax for the three-month periods ended March 31, 2015 and 2014 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
(In thousands) March 31,
  2015   2014
Income before income tax provision $5,044   $5,687
Income tax provision 1,229   1,399
Effective tax rate 24.37%   24.60%

 

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 2014 and expects to continue to receive tax credits annually through 2022. The carrying amount of the Corporation’s investment is $884,000 at March 31, 2015 and $906,000 at December 31, 2014 (included in Other Assets in the consolidated balance sheets). For the year ending December 31, 2015, the estimated amount of tax credits and other tax benefits to be received is $158,000 and the estimated amount to be recognized as a reduction of the provision for income taxes is $80,000. For the year ended December 31, 2014, tax credits and other tax benefits totaled $159,000 and the amount recognized as a reduction of the provision for income taxes for 2014 was $83,000. In the first quarters 2015 and 2014, the total reduction in the provision for income taxes resulting from this investment is $20,000 and $21,000, respectively.

 

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.

 

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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 these legal proceedings.

 

13. RECENT ACCOUNTING PRONOUNCEMENTS

 

The FASB issues Accounting Standards Updates (ASUs) to the FASB 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 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 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 became 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 became effective for the Corporation for annual and interim periods beginning in the first quarter 2015. The Corporation has applied the amendments to its accounting and reporting practices prospectively in the first quarter 2015. Disclosures required by the Update are provided in Note 7 to these unaudited consolidated financial statements.

 

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. ASU 2014-09 would be effective for all annual and interim periods beginning in the first quarter 2017; however, in April 2015 the FASB issued an Exposure Draft that (if issued after the FASB’s deliberation) would defer the effective date for the Corporation until the first quarter 2018. 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.

 

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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 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 became effective for the Corporation for annual and interim periods beginning in the first quarter 2015, and the impact of the amendment was not significant to the Corporation.

 

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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 first quarter 2015 totaled $3,815,000, or $0.31 per basic and diluted share. Net income for the first quarter 2015 was down from $0.35 per basic share and $0.34 per diluted share in the first quarter 2014. First quarter 2015 earnings reflected an annualized return on average assets of 1.23% and an annualized return on average equity of 8.08%.

 

Some of the more significant fluctuations in the components of earnings between the first quarter 2015 and the first quarter 2014 are as follows:

 

·Net interest income totaled $9,950,000 in the first quarter 2015, down 1.7% from $10,118,000 in the first quarter 2014. Over the course of 2014 and in the first quarter 2015, yields earned on securities and loans have fallen by more than interest rates paid on deposits and borrowings. Also, the average balance of loans outstanding was

$10.8 million (1.7%) lower in the first quarter 2015 than in the first quarter 2014. The net interest margin was 3.74% in the first quarter 2015 as compared to 3.89% in the first quarter 2014.

 

·The Corporation recorded a provision for loan losses of $3,000 in the first quarter 2015 as compared to a credit for loan losses (reduction of expense) of ($311,000) in the first quarter 2014. The credit for loan losses in the first quarter 2014 included the effects of a net reduction in specific allowances required on impaired loans of $143,000, and also included a reduction in the collectively determined portion of the allowance resulting from a decrease in loan balances outstanding.

 

·Noninterest revenue of $3,487,000 in the first quarter 2015 was $264,000 lower than in the first quarter 2014. Included in noninterest revenue in the first quarter 2015 was an $117,000 decrease in the fair value of servicing rights from residential mortgage loans; in comparison, the fair value of servicing rights increased $105,000 in the first quarter 2014. Service charges on deposit accounts fell $201,000 (16.4%) in the first quarter 2015 as compared to the first quarter 2014, primarily as a result of lower net overdraft fees. The Corporation received $83,000 in dividends on FHLB stock in 2015 compared to receiving $19,000 during the same period in 2014.

 

·Realized gains from available-for-sale securities totaled $74,000 in the first quarter 2015, up from $31,000 in the first quarter 2014.

 

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·Noninterest expense totaled $8,464,000 in the first quarter 2015, down slightly from $8,524,000 in the first quarter 2014. Salaries and wages expense decreased $78,000, including a reduction in stock-based compensation for employees of $55,000 that reflects a longer vesting period associated with awards to executives. Pennsylvania shares tax expense decreased $92,000 in the first quarter 2015 as compared to the first quarter 2014, mainly as a result of an increase in tax credits associated with charitable contributions. Other operating expense increased $35,000 in the first quarter 2015 as compared to the first quarter 2014, including an increase in charitable contributions expense of $86,000.

 

·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) (Unaudited)                  
  Mar. 31,   Dec. 31,   Sept. 30,   June 30,   Mar. 31,
  2015   2014   2014   2014   2014
Interest income $11,163   $11,468   $11,572   $11,563   $11,406
Interest expense 1,213   1,257   1,287   1,290   1,288
Net interest income 9,950   10,211   10,285   10,273   10,118
Provision (credit) for loan losses 3   123   218   446   (311)
Net interest income after provision (credit) for loan losses 9,947   10,088   10,067   9,827   10,429
Other income 3,487   3,802   3,887   3,980   3,751
Net gains on available-for-sale securities 74   210   760   103   31
Other expenses 8,464   8,250   9,036   8,347   8,524
Income before income tax provision 5,044   5,850   5,678   5,563   5,687
Income tax provision 1,229   1,482   1,411   1,400   1,399
Net income $3,815   $4,368   $4,267   $4,163   $4,288
Net income per share – basic $0.31   $0.36   $0.34   $0.33   $0.35
Net income per share – diluted $0.31   $0.35   $0.34   $0.33   $0.34

 

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 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.

 

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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 periods ended March 31, 2015 and March 31, 2014. 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.

 

For the three-month periods, fully taxable equivalent net interest income was $10,668,000 in 2015, $229,000 (2.1%) lower than in 2014. As shown in Table IV, interest rate changes had the effect of decreasing net interest income $234,000 and changes in volume had the effect of increasing net interest income $5,000 in 2015 compared to 2014. The most significant components of the rate-related change in net interest income in 2015 were a decrease in interest income of $184,000 attributable to lower rates earned on loans receivable and a decrease in interest income of $89,000 attributable to lower rates earned on available-for-sale securities, partially offset by a decrease in interest expense of $38,000 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 $142,000 attributable to a decline in the balance of loans receivable, partially offset by an increase in interest income of $116,000 from an increase in available-for-sale securities and a decrease in interest expense of $30,000 attributable to a reduction in the balance of interest-bearing deposits (primarily certificates of deposit). 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 3.57% in 2015, as compared to 3.72% in 2014.

 

INTEREST INCOME AND EARNING ASSETS

 

Interest income totaled $11,881,000 in 2015, a decrease of 2.5% from 2014. Interest and fees on loans receivable decreased $326,000, or 3.8%. The average balance of gross loans receivable decreased 1.7% to $624,423,000 in 2015 from $635,176,000 in 2014. 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 Corporation’s average rate of return on loans receivable declined to 5.35% in 2015 from 5.47% in 2014 as rates on new loans have decreased.

 

As indicated in Table III, average available-for-sale securities (at amortized cost) totaled $505,778,000 in 2015, an increase of $34,085,000 (7.2%) from 2014. 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 2015 than in 2014, primarily because of lower market interest rates. The average rate of return on available-for-sale securities was 2.90% for 2015 and 3.08% in 2014.

 

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

 

Interest expense fell $75,000, or 5.8%, to $1,213,000 in 2015 from $1,288,000 in 2014. Table III shows that the overall cost of funds on interest-bearing liabilities fell to 0.59% in 2015 from 0.63% in 2014.

 

Total average deposits (interest-bearing and noninterest-bearing) increased 2.2%, to $966,027,000 in 2015 from $945,178,000 in 2014. Increases in the average balances of interest checking, savings accounts and noninterest-bearing demand deposit accounts were partially offset by decreases in certificates of deposit, Individual Retirement Accounts, and money market accounts. Consistent with continuing low short-term market interest rate, the average rate incurred on certificates of deposit decreased in 2015 as compared to 2014.

 

Total average borrowed funds decreased $4,312,000 to $79,037,000 in 2015 from $83,349,000 in 2014.

 

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TABLE II - ANALYSIS OF INTEREST INCOME AND EXPENSE

 

  Three Months Ended    
  March 31,   Increase/
(In Thousands) 2015   2014   (Decrease)
           
INTEREST INCOME          
Available-for-sale securities:          
Taxable $2,061   $1,891   $170
Tax-exempt 1,551   1,694   (143)
Total available-for-sale securities 3,612   3,585   27
Interest-bearing due from banks 26   30   (4)
Loans held for sale 2   3   (1)
Loans receivable:          
Taxable 7,709   7,998   (289)
Tax-exempt 532   569   (37)
Total loans receivable 8,241   8,567   (326)
Total Interest Income 11,881   12,185   (304)
           
INTEREST EXPENSE          
Interest-bearing deposits:          
Interest checking 55   52   3
Money market 72   69   3
Savings 31   29   2
Certificates of deposit 215   289   (74)
Individual Retirement Accounts 113   115   (2)
Total interest-bearing deposits 486   554   (68)
Borrowed funds:          
Short-term 1   5   (4)
Long-term 726   729   (3)
Total borrowed funds 727   734   (7)
Total Interest Expense 1,213   1,288   (75)
           
Net Interest Income $10,668   $10,897   ($229)

 

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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TABLE III - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

 

  3 Months       3 Months    
  Ended   Rate of   Ended   Rate of
  3/31/2015   Return/   3/31/2014   Return/
  Average   Cost of   Average   Cost of
  Balance   Funds %   Balance   Funds %
EARNING ASSETS              
Available-for-sale securities, at amortized cost:              
Taxable $388,104   2.15%   $345,663   2.22%
Tax-exempt 117,674   5.35%   126,030   5.45%
Total available-for-sale securities 505,778   2.90%   471,693   3.08%
Interest-bearing due from banks 26,994   0.39%   30,099   0.40%
Federal funds sold 0   0.00%   0   0.00%
Loans held for sale 89   9.11%   119   10.22%
Loans receivable:              
Taxable 582,498   5.37%   595,514   5.45%
Tax-exempt 41,925   5.15%   39,662   5.82%
Total loans receivable 624,423   5.35%   635,176   5.47%
Total Earning Assets 1,157,284   4.16%   1,137,087   4.35%
Cash 16,127       16,299    
Unrealized gain/loss on securities 10,626       2,752    
Allowance for loan losses (7,391)       (8,780)    
Bank premises and equipment 16,252       17,283    
Intangible Asset - Core Deposit Intangible 50       83    
Intangible Asset - Goodwill 11,942       11,942    
Other assets 37,135       42,326    
Total Assets $1,242,025       $1,218,992    
               
INTEREST-BEARING LIABILITIES              
Interest-bearing deposits:              
Interest checking $191,705   0.12%   $179,617   0.12%
Money market 194,834   0.15%   195,596   0.14%
Savings 127,853   0.10%   118,529   0.10%
Certificates of deposit 122,007   0.71%   134,833   0.87%
Individual Retirement Accounts 113,806   0.40%   122,389   0.38%
Other time deposits 803   0.00%   812   0.00%
Total interest-bearing deposits 751,008   0.26%   751,776   0.30%
Borrowed funds:              
Short-term 6,017   0.07%   10,049   0.20%
Long-term 73,020   4.03%   73,300   4.03%
Total borrowed funds 79,037   3.73%   83,349   3.57%
Total Interest-bearing Liabilities 830,045   0.59%   835,125   0.63%
Demand deposits 215,019       193,402    
Other liabilities 8,120       8,158    
Total Liabilities 1,053,184       1,036,685    
Stockholders' equity, excluding other comprehensive income/loss 181,944       180,440    
Other comprehensive income/loss 6,897       1,867    
Total Stockholders' Equity 188,841       182,307    
Total Liabilities and Stockholders' Equity $1,242,025       $1,218,992    
Interest Rate Spread     3.57%       3.72%
Net Interest Income/Earning Assets     3.74%       3.89%
               
Total Deposits (Interest-bearing              
and Demand) $966,027       $945,178    

 

(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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TABLE IV - ANALYSIS OF VOLUME AND RATE CHANGES

(In Thousands) 3 Months Ended  3/31/15 vs. 3/31/14
  Change in   Change in   Total
  Volume   Rate   Change
EARNING ASSETS          
Available-for-sale securities:          
Taxable $226   ($56)   $170
Tax-exempt (110)   (33)   (143)
Total available-for-sale securities 116   (89)   27
Interest-bearing due from banks (3)   (1)   (4)
Loans held for sale (1)   0   (1)
Loans receivable:          
Taxable (173)   (116)   (289)
Tax-exempt 31   (68)   (37)
Total loans receivable (142)   (184)   (326)
Total Interest Income (30)   (274)   (304)
           
INTEREST-BEARING LIABILITIES          
Interest-bearing deposits:          
Interest checking 3   0   3
Money market 0   3   3
Savings 2   0   2
Certificates of deposit (26)   (48)   (74)
Individual Retirement Accounts (9)   7   (2)
Total interest-bearing deposits (30)   (38)   (68)
Borrowed funds:          
Short-term (2)   (2)   (4)
Long-term (3)   0   (3)
Total borrowed funds (5)   (2)   (7)
Total Interest Expense (35)   (40)   (75)
           
Net Interest Income $5   ($234)   ($229)

 

(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)

 

    3 Months Ended        
    March 31,   $   %
    2015   2014   Change   Change
Service charges on deposit accounts   $1,022   $1,223   ($201)   (16.4)
Service charges and fees   113   127   (14)   (11.0)
Trust and financial management revenue   1,114   1,047   67   6.4
Brokerage revenue   219   227   (8)   (3.5)
Insurance commissions, fees and premiums   40   32   8   25.0
Interchange revenue from debit card transactions   474   453   21   4.6
Net gains from sales of loans   147   151   (4)   (2.6)
(Decrease) increase in fair value of servicing rights   (117)   105   (222)   (211.4)
Increase in cash surrender value of life insurance   97   88   9   10.2
Other operating income   378   298   80   26.8
Total other operating income before realized gains on available-for-sale securities, net   $3,487   $3,751   ($264)   (7.0)

 

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 $264,000 or 7.0%, in the first three months of 2015 as compared to the first three months of 2014. The most significant variances include the following:

 

·The fair value of servicing rights associated with residential mortgage loans decreased $117,000 in the first quarter 2015, as compared to an increase of $105,000 in the first quarter 2014. The decrease in fair value in 2015 resulted mainly from faster prepayment assumptions driven by market assumptions of lower interest rates.

 

·Service charges on deposit accounts fell $201,000 (16.4%) in the first quarter 2015 compared to the first quarter 2014, primarily as a result of lower net overdraft fees.

 

·Included in the “Other operating income” line item is a $63,000 increase in dividends on FHLB stock received in 2015.

 

TABLE VI - COMPARISON OF NONINTEREST EXPENSE  
(In Thousands)                
    3 Months Ended        
    March 31,   $   %
    2015   2014   Change   Change
Salaries and wages   $3,487   $3,565   ($78)   (2.2)
Pensions and other employee benefits   1,385   1,319   66   5.0
Occupancy expense, net   722   715   7   1.0
Furniture and equipment expense   454   472   (18)   (3.8)
FDIC Assessments   151   147   4   2.7
Pennsylvania shares tax   249   341   (92)   (27.0)
Professional fees   122   148   (26)   (17.6)
Automated teller machine and interchange expense   246   211   35   16.6
Software subscriptions   197   190   7   3.7
Other operating expense   1,451   1,416   35   2.5
                 
Total Other Expense   $8,464   $8,524   ($60)   (0.7)

 

As shown in Table VI, total noninterest expense decreased $60,000 or 0.7% in the first three months of 2015 as compared to the first three months of 2014. Significant variances include the following:

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

·Pennsylvania shares tax expense decreased $92,000 in the first quarter 2015 as compared to the first quarter 2014, mainly as a result of an increase in tax credits associated with charitable contributions

 

·Salaries and wages expense decreased $78,000, including a reduction in stock-based compensation for employees of $55,000 that reflects a longer vesting period associated with awards to executives.

 

·Pensions and other employee benefits increased $66,000, or 5.0%. Health care expense increased $53,000, as the amount of claims incurred during the first quarter 2015 was higher than in the first quarter 2014. The Corporation is self-insured for health insurance, up to a cap for catastrophic levels of losses, which are insured by a third party.

 

·Charitable contributions, included in the “Other operating expenses” line item, increased $86,000.

 

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 2015.

 

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 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 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 $7,134,000 at March 31, 2015, down from $7,336,000 at December 31, 2014. As shown in Table VIII, the specific allowance on impaired loans totaled $700,000 at March 31, 2015, which was $69,000 lower than the total specific allowance at December 31, 2014. Table VIII also shows the collectively determined components of the allowance for residential, commercial and consumer loans were $132,000 lower at March 31, 2015 than at December 31, 2014. The collectively determined components of these segments decreased primarily because the qualitative factors used to determine a portion of the collectively determined allowance were lower at March 31, 2015 as compared to December 31, 2014. The management committee that evaluates qualitative factors each quarter determined that slight reductions in some of the factors were appropriate in light of perceived improvements in portfolio credit quality and in economic conditions in the Corporation’s market area.

 

The provision (credit) for loan losses by segment in the three-month periods ended March 31, 2015 and 2014 is as follows: 

(In Thousands)   3 Months Ended
    March 31,   March 31,
    2015   2014
Residential mortgage   ($72)   ($119)
Commercial   79   (135)
Consumer   (3)   (53)
Unallocated   (1)   (4)
         
Total   $3   ($311)

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

The provision for loan losses in the first quarter 2015 includes the net effect of a decrease in qualitative factor percentages used in determining the collectively evaluated portions of the allowance for loan losses, lower loan balances and a reduction in the specific allowance on impaired loans of $69,000, which were partially offset by increases in net charge-off percentages used in determining the collectively evaluated portions of the allowance for loan losses. The credit for loan losses in the first quarter 2014 included the net effect of a reduction in specific allowances on impaired loans of $143,000, while net charge-offs totaled only $9,000. The $135,000 credit for the commercial segment in the first quarter 2014 included the effect of recoveries totaling $251,000 on previously charged-off loans.

 

Table IX 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 IX shows total impaired loans of $13,163,000 at March 31, 2015, up from the corresponding amount at December 31, 2014 of $12,316,000. Table IX shows that total impaired loans at December 31, 2013 was significantly higher than the corresponding amounts from 2010-2012, and that the amount of impaired loans (as well as nonperforming loans as reflected in the table) has remained higher through March 31, 2015 as compared to the earlier years included in the table. The increase in impaired and nonperforming loans reflects the classification as nonperforming of two large commercial loans with outstanding balances totaling $6,960,000 at March 31, 2015, $6,995,000 at December 31, 2014 and $7,599,000 at December 31, 2013. The total of the specific allowance for loan losses on those two loans amounted to $211,000 at March 31, 2015 and December 31, 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 commercial loan relationships resulting in the decrease in the specific allowance for these credits.

 

As shown in Table IX, loans classified as TDRs totaled $7,124,000 at March 31, 2015 down from $7,195,000 at December 31, 2014. The balance of TDRs at December 31, 2014 had increased from $4,175,000 at December 31, 2013, mainly due to a restructuring agreement with 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 IX reflects a lower amount of total loans past due 30-89 days and still accruing interest at March 31, 2015 of $5,722,000 as compared to the December 31, 2014 total of $7,121,000, mainly due to a lower amount of past due residential mortgage loans as well as commercial loans secured by real estate. Total loans past due 90 days or more and still accruing interest was up at March 31, 2015 to $3,086,000 from $2,843,000. As part of its normal quarterly procedures, management reviewed loans past due 90 days or more at March 31, 2015, and determined the loans remaining in accrual status to be well secured and in the process of collection. Each period presented in Table IX 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 March 31, 2015. 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 VII through X present historical data related to loans and the allowance for loan losses.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE VII - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES    
(In Thousands)                          
  3 Months Ended                    
  March 31,   March 31,      Years Ended December 31,
  2015   2014   2014   2013   2012   2011   2010
Balance, beginning of year $7,336   $8,663   $8,663   $6,857   $7,705   $9,107   $8,265
Charge-offs:                          
Residential mortgage (79)   (19)   (327)   (95)   (552)   (100)   (340)
Commercial (125)   (229)   (1,715)   (459)   (498)   (1,189)   (91)
Consumer (18)   (26)   (97)   (117)   (171)   (157)   (188)
Total charge-offs (222)   (274)   (2,139)   (671)   (1,221)   (1,446)   (619)
Recoveries:                          
Residential mortgage 1   0   25   24   18   3   55
Commercial 1   251   264   348   8   255   113
Consumer 15   14   47   58   59   71   102
Total recoveries 17   265   336   430   85   329   270
Net charge-offs (205)   (9)   (1,803)   (241)   (1,136)   (1,117)   (349)
Provision (credit) for loan losses 3   (311)   476   2,047   288   (285)   1,191
Balance, end of period $7,134   $8,343   $7,336   $8,663   $6,857   $7,705   $9,107
                           
Net charge-offs as a % of average loans 0.03%   0.00%   0.29%   0.04%   0.16%   0.16%   0.05%

 

TABLE VIII - COMPONENTS OF THE ALLOWANCE FOR LOAN LOSSES

(In Thousands)

 

    Mar. 31,   As of December 31,
    2015   2014   2013   2012   2011   2010
ASC 310 - Impaired loans   $700   $769   $2,333   $623   $1,126   $2,288
ASC 450 - Collective segments:                        
Commercial   2,627   2,732   2,583   2,594   2,811   3,047
Residential mortgage   3,274   3,295   3,156   3,011   3,130   3,227
Consumer   139   145   193   188   204   232
Unallocated   394   395   398   441   434   313
                         
Total Allowance   $7,134   $7,336   $8,663   $6,857   $7,705   $9,107

 

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE IX - PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

 

(In Thousands)   As of    
    March 31,   As of December 31,
    2015   2014   2013   2012   2011   2010
Impaired loans with a valuation allowance   $4,312   $3,241   $9,889   $2,710   $3,433   $5,457
Impaired loans without a valuation allowance   8,851   9,075   6,432   4,719   4,431   3,191
Total impaired loans   $13,163   $12,316   $16,321   $7,429   $7,864   $8,648
                         
Total loans past due 30-89 days and still accruing   $5,722   $7,121   $8,305   $7,756   $7,898   $7,125
                         
Nonperforming assets:                        
Total nonaccrual loans   $11,944   $12,610   $14,934   $7,353   $7,197   $10,809
Total loans past due 90 days or more and still accruing   3,086   2,843   3,131   2,311   1,267   727
Total nonperforming loans   15,030   15,453   18,065   9,664   8,464   11,536
Foreclosed assets held for sale (real estate)   1,583   1,189   892   879   1,235   537
Total nonperforming assets   $16,613   $16,642   $18,957   $10,543   $9,699   $12,073
                         
Loans subject to troubled debt restructurings (TDRs):                        
Performing   $1,872   $1,807   $3,267   $906   $1,064   $645
Nonperforming   5,252   5,388   908   1,155   2,413   0
Total TDRs   $7,124   $7,195   $4,175   $2,061   $3,477   $645
                         
Total nonperforming loans as a % of loans   2.39%   2.45%   2.80%   1.41%   1.19%   1.58%
Total nonperforming assets as a % of assets   1.33%   1.34%   1.53%   0.82%   0.73%   0.92%
Allowance for loan losses as a % of total loans   1.14%   1.16%   1.34%   1.00%   1.09%   1.25%
Allowance for loan losses as a % of nonperforming loans   47.47%   47.47%   47.95%   70.95%   91.03%   78.94%

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

TABLE X - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type

(In Thousands)   Mar. 31,   As of December 31,
    2015   2014   2013   2012   2011   2010
Residential mortgage:                        
Residential mortgage loans - first liens   $291,612   $291,882   $299,831   $311,627   $331,015   $333,012
Residential mortgage loans - junior liens   20,896   21,166   23,040   26,748   28,851   31,590
Home equity lines of credit   37,049   36,629   34,530   33,017   30,037   26,853
1-4 Family residential construction   16,217   16,739   13,909   12,842   9,959   14,379
Total residential mortgage   365,774   366,416   371,310   384,234   399,862   405,834
                         
Commercial:                        
Commercial loans secured by real estate   140,851   145,878   147,215   158,413   156,388   167,094
Commercial and industrial   51,563   50,157   42,387   48,442   57,191   59,005
Political subdivisions   19,479   17,534   16,291   31,789   37,620   36,480
Commercial construction and land   7,249   6,938   17,003   28,200   23,518   24,004
Loans secured by farmland   7,789   7,916   10,468   11,403   10,949   11,353
Multi-family (5 or more) residential   8,673   8,917   10,985   6,745   6,583   7,781
Agricultural loans   3,158   3,221   3,251   3,053   2,987   3,472
Other commercial loans   13,187   13,334   14,631   362   552   392
Total commercial   251,949   253,895   262,231   288,407   295,788   309,581
                         
Consumer   10,622   10,234   10,762   11,269   12,665   14,996
                         
Total   628,345   630,545   644,303   683,910   708,315   730,411
Less: allowance for loan losses   (7,134)   (7,336)   (8,663)   (6,857)   (7,705)   (9,107)
                         
Loans, net   $621,211   $623,209   $635,640   $677,053   $700,610   $721,304

   

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 March 31, 2015, the Corporation maintained overnight interest-bearing deposits with the Federal Reserve Bank of Philadelphia and other correspondent banks totaling $14,434,000.

 

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 $25,114,000 at March 31, 2015.

 

The Corporation’s outstanding, available, and total credit facilities at March 31, 2015 and December 31, 2014 are as follows:

 

    Outstanding   Available   Total Credit
(In Thousands)   Mar. 31,   Dec. 31,   Mar. 31,   Dec. 31,   Mar. 31,   Dec. 31,
    2015   2014   2015   2014   2015   2014
Federal Home Loan Bank of Pittsburgh   $11,988   $12,060   $311,312   $311,007   $323,300   $323,067
Federal Reserve Bank Discount Window   0   0   25,114   25,367   25,114   25,367
Other correspondent banks   0   0   45,000   45,000   45,000   45,000
Total credit facilities   $11,988   $12,060   $381,426   $381,374   $393,414   $393,434

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

At March 31, 2015, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings with a total amount of $11,988,000. At December 31, 2014, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh included long-term borrowings with a total amount of $12,060,000. 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 March 31, 2015, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $303,539,000.

 

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 March 31, 2015 and December 31, 2014 are presented below. Management believes, as of March 31, 2015 and December 31, 2014, 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
March 31, 2015:                        
Total capital to risk-weighted assets:                        
Consolidated   $177,982   25.19%   $56,533   ³8%   $70,667   ³10%
C&N Bank   157,426   22.52%   55,917   ³8%   $69,896   ³10%
Tier 1 capital to risk-weighted assets:                        
Consolidated   169,483   23.98%   28,267   ³6%   56,533   ³8%
C&N Bank   150,259   21.50%   27,958   ³6%   55,917   ³8%
Common equity tier 1 capital to risk-weighted assets:                        
Consolidated   169,483   23.98%   28,267   ³4.5%   45,933   ³6.5%
C&N Bank   150,259   21.50%   27,958   ³4.5%   45,432   ³6.5%
Tier 1 capital to average assets:                        
Consolidated   169,483   13.86%   48,918   ³4%   61,148   ³5%
C&N Bank   150,259   12.40%   48,474   ³4%   60,592   ³5%
                         
December 31, 2014:                        
Total capital to risk-weighted assets:                        
Consolidated   $179,588   27.60%   $52,051   ³8%   n/a   n/a
C&N Bank   156,420   24.33%   51,442   ³8%   $64,303   ³10%
Tier 1 capital to risk-weighted assets:                        
Consolidated   170,880   26.26%   26,026   ³4%   n/a   n/a
C&N Bank   149,055   23.18%   25,721   ³4%   38,582   ³6%
Tier 1 capital to average assets:                        
Consolidated   170,880   13.89%   49,224   ³4%   n/a   n/a
C&N Bank   149,055   12.22%   48,798   ³4%   60,998   ³5%

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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. As described in more detail in the section below titled “New Capital Rule," 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 related to unrealized gains on available-for-sale securities, net of deferred income tax, amounted to $7,654,000 at March 31, 2015 and $5,281,000 at December 31, 2014. Changes in accumulated other comprehensive income 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 March 31, 2015.

 

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 $12,000 at March 31, 2015 and $79,000 at December 31, 2014.

 

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 prior capital requirements with requirements under the current (new) rule is as follows:

 

  Prior General  
  Risk-Based Current
  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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The current (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 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 $6,121,000 for the three months ended March 31, 2015 as compared to $7,823,000 in the first three months of 2014. In the first three months of 2015, Comprehensive Income included: (1) Net Income of $3,815,000, which was $473,000 lower than in the first three months of 2014; (2) Other Comprehensive Income from unrealized gains on available-for-sale securities, net of deferred income tax, of $2,373,000 as compared to Other Comprehensive Income of $3,446,000 in the first three months of 2014; and (3) Other Comprehensive Loss from defined benefit plans, net of deferred income tax, of ($67,000) in the first three months of 2015 as compared to Other Comprehensive Income of $89,000 in the first three months of 2014.

 

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INCOME TAXES

 

The effective income tax rate was 24.37% in the first quarter 2015, down slightly from 24.99% in the year ended December 31, 2014 and 24.60% in the first quarter 2014. The reduction in the effective tax rate in the first quarter 2015 resulted mainly from the marginal effect of lower pre-tax income. 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 March 31, 2015, the net deferred tax (liability) was $14,000, compared to a deferred tax asset of $1,688,000 at December 31, 2014. At March 31, 2015, the deferred tax liability associated with unrealized gains on available-for-sale securities was $4,122,000 as compared to $2,844,000 at December 31, 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.

 

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 March 31, 2015. 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. Beginning in late 2013, the Federal Reserve began reducing the amount of securities purchased under its asset purchase program and then ended the program in October 2014, though still reinvesting principal payments from its holdings of agency debt and agency mortgage-backed securities in agency mortgage-backed securities and continued to roll over maturing Treasury securities at auction. The Federal Reserve is expected to continue its highly accommodative monetary policy in the form of low short-term interest rates for the foreseeable future, though many observers believe the fed funds target rate may be raised above its current level in 2015.

 

Despite the current low short-term rate environment, 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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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 January 31, 2015 and October 31, 2014. 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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TABLE XI - THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES

 

January 31, 2015 Data          
(In Thousands) Period Ending January 31, 2016  
           
Basis Point Interest Interest Net Interest NII NII
Change in Rates Income Expense Income (NII)  % Change Risk Limit
+400 $51,000 $22,065 $28,935 -21.2% 25.0%
+300 48,754 17,334 31,420 -14.4% 20.0%
+200 46,448 13,054 33,394 -9.0% 15.0%
+100 44,024 8,938 35,086 -4.4% 10.0%
0 41,525 4,828 36,697 0.0% 0.0%
-100 38,701 4,646 34,055 -7.2% 10.0%
-200 37,190 4,645 32,545 -11.3% 15.0%
-300 36,317 4,645 31,672 -13.7% 20.0%
-400 36,207 4,545 31,662 -13.7% 25.0%

 

   Market Value of Portfolio Equity at January 31, 2015  
           
  Present Present Present    
Basis Point Value Value Value    
Change in Rates Equity  % Change Risk Limit    
+400 $177,092 -23.3% 50.0%    
+300 189,865 -17.8% 45.0%    
+200 203,871 -11.7% 35.0%    
+100 217,412 -5.9% 25.0%    
0 230,974 0.0% 0.0%    
-100 225,559 -2.3% 25.0%    
-200 230,535 -0.2% 35.0%    
-300 260,073 12.6% 45.0%    
-400 293,822 27.2% 50.0%    

 

October 31, 2014 Data          
(In Thousands)   Period Ending October 31, 2015  
           
Basis Point Interest Interest Net Interest NII NII
Change in Rates Income Expense Income (NII)  % Change Risk Limit
+400 $55,351 $23,123 $32,228 -20.3% 25.0%
+300 52,975 18,223 34,752 -14.1% 20.0%
+200 50,546 13,618 36,928 -8.7% 15.0%
+100 47,977 9,330 38,647 -4.4% 10.0%
0 45,478 5,043 40,435 0.0% 0.0%
-100 42,869 4,794 38,075 -5.8% 10.0%
-200 41,095 4,729 36,366 -10.1% 15.0%
-300 40,123 4,707 35,416 -12.4% 20.0%
-400 39,998 4,707 35,291 -12.7% 25.0%

 

   Market Value of Portfolio Equity at October 31, 2014  
           
  Present Present Present    
Basis Point Value Value Value    
Change in Rates Equity  % Change Risk Limit    
+400 $176,447 -24.4% 50.0%    
+300 189,184 -18.9% 45.0%    
+200 203,838 -12.6% 35.0%    
+100 218,314 -6.4% 25.0%    
0 233,255 0.0% 0.0%    
-100 232,818 -0.2% 25.0%    
-200 232,294 -0.4% 35.0%    
-300 251,791 7.9% 45.0%    
-400 288,059 23.5% 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 March 31, 2015 and December 31, 2014 are presented in Table XII. Table XII 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 XII 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 March 31, 2015.

 

TABLE XII - EQUITY SECURITIES RISK      
(In Thousands)      
       
  March 31,   Dec. 31,
  2015   2014
Cost $5,636   $5,605
Fair Value 8,671   8,654
Hypothetical 10% Decline In Market Value (867)   (865)
Hypothetical 20% Decline In Market Value (1,734)   (1,731)

  

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.

 

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

 

PART II – OTHER INFORMATION

 

Item 1.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.

 

Item 1A.Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of the Corporation’s Form 10-K filed February 26, 2015.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

 

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 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 March 31, 2015, 364,100 shares had been repurchased for a total cost of $7,024,000

 

The following table sets forth a summary of the purchases by the Corporation, on the open market, of its equity securities during the first quarter 2015:

 

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
January 1 - 31, 2015 0 $0 0 414,200
February 1 - 28, 2015 80,200 $19.43 80,200 334,000
March 1 - 31, 2015 75,600 $19.36 155,800 258,400

 

Item 3.Defaults Upon Senior Securities

None

 

Item 4.Mine Safety Disclosures

Not applicable

 

Item 5.Other Information

None

 

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Item 6.Exhibits

 

2. Plan of acquisition, reorganization, arrangement, liquidation or succession   Not applicable
     
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:    
10.1 Form of Change in Control agreement dated March 17, 2015 between the Corporation and Stan R. Dunsmore   Filed herewith
     
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 vote of security holders   Not applicable
     
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

 

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
     
May 8, 2015   By:/s/ J. Bradley Scovill
Date     President and Chief Executive Officer
     
May 8, 2015   By: /s/ Mark A. Hughes
Date     Treasurer and Chief Financial Officer

 

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