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CITIZENS & NORTHERN CORP - Quarter Report: 2023 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

    

Trading Symbol

    

Name of Each Exchange on Which Registered

Common Stock Par Value $1.00

CZNC

NASDAQ Capital Market

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes No

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

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes No

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)

15,361,113 Shares Outstanding on May 3, 2023

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CITIZENS & NORTHERN CORPORATION

Index

Part I. Financial Information

 

 

 

Item 1. Financial Statements

 

 

 

Consolidated Balance Sheets (Unaudited) – March 31, 2023 and December 31, 2022

Page 3

 

 

Consolidated Statements of Income (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022

Page 4

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022

Page 5

 

 

Consolidated Statements of Cash Flows (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022

Page 6

 

 

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022

Page 7

 

 

Notes to Unaudited Consolidated Financial Statements

Pages 8 – 37

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Pages 38 – 56

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Pages 56 – 58

Item 4. Controls and Procedures

Page 58

 

 

Part II. Other Information

Pages 58 – 61

 

 

Signatures

Page 62

2

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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, 

2023

2022

ASSETS

 

  

 

  

Cash and due from banks:

 

  

 

  

Noninterest-bearing

$

23,283

$

25,811

Interest-bearing

 

28,929

 

29,237

Total cash and due from banks

 

52,212

 

55,048

Available-for-sale debt securities, at fair value

 

472,814

 

498,033

Loans receivable

 

1,745,139

 

1,740,040

Allowance for credit losses on loans

 

(18,346)

 

(16,615)

Loans, net

 

1,726,793

 

1,723,425

Bank-owned life insurance

 

31,352

 

31,214

Accrued interest receivable

 

8,805

 

8,653

Bank premises and equipment, net

 

21,277

 

21,574

Foreclosed assets held for sale

 

459

 

275

Deferred tax asset, net

 

18,914

 

20,884

Goodwill

 

52,505

 

52,505

Core deposit intangibles, net

 

2,775

 

2,877

Other assets

 

41,966

 

39,819

TOTAL ASSETS

$

2,429,872

$

2,454,307

LIABILITIES

 

 

Deposits:

 

 

Noninterest-bearing

$

544,556

$

563,843

Interest-bearing

 

1,371,484

 

1,433,750

Total deposits

 

1,916,040

 

1,997,593

Short-term borrowings

 

93,396

 

80,062

Long-term borrowings - FHLB advances

 

98,701

 

62,347

Senior notes, net

14,781

14,765

Subordinated debt, net

 

24,634

 

24,607

Accrued interest and other liabilities

 

26,752

 

25,608

TOTAL LIABILITIES

 

2,174,304

 

2,204,982

STOCKHOLDERS' EQUITY

 

 

Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation

 

 

preference per share; no shares issued

 

0

 

0

Common stock, par value $1.00 per share; authorized 30,000,000 shares;

 

 

issued 16,030,172 and outstanding 15,485,035 at March 31, 2023;

 

 

issued 16,030,172 and outstanding 15,518,819 at December 31, 2022

 

16,030

 

16,030

Paid-in capital

 

143,395

 

143,950

Retained earnings

 

151,990

 

151,743

Treasury stock, at cost; 545,137 shares at March 31, 2023 and 511,353

 

 

shares at December 31, 2022

 

(13,050)

 

(12,520)

Accumulated other comprehensive loss

 

(42,797)

 

(49,878)

TOTAL STOCKHOLDERS' EQUITY

 

255,568

 

249,325

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,429,872

$

2,454,307

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

3

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Income

(In Thousands Except Per Share Data) (Unaudited)

    

Three Months Ended

March 31, 

March 31, 

2023

2022

INTEREST INCOME

 

  

 

  

Interest and fees on loans:

 

  

 

  

Taxable

$

22,431

$

18,549

Tax-exempt

 

571

 

454

Income from available-for-sale debt securities:

 

 

Taxable

 

2,211

 

1,969

Tax-exempt

 

640

 

722

Other interest and dividend income

 

286

 

79

Total interest and dividend income

 

26,139

 

21,773

INTEREST EXPENSE

 

  

 

Interest on deposits

 

3,230

 

910

Interest on short-term borrowings

 

1,097

 

1

Interest on long-term borrowings - FHLB advances

 

681

 

49

Interest on senior notes, net

 

120

118

Interest on subordinated debt, net

 

230

 

363

Total interest expense

 

5,358

 

1,441

Net interest income

 

20,781

 

20,332

(Credit) provision for credit losses

 

(352)

 

891

Net interest income after (credit) provision for credit losses

 

21,133

 

19,441

NONINTEREST INCOME

 

  

 

  

Trust revenue

 

1,777

 

1,786

Brokerage and insurance revenue

 

430

 

522

Service charges on deposit accounts

 

1,290

 

1,235

Interchange revenue from debit card transactions

 

1,007

 

963

Net gains from sale of loans

 

74

 

382

Loan servicing fees, net

 

122

 

210

Increase in cash surrender value of life insurance

 

138

 

135

Other noninterest income

 

771

 

588

Realized gains on available-for-sale debt securities, net

7

2

Total noninterest income

 

5,616

 

5,823

NONINTEREST EXPENSE

 

 

Salaries and employee benefits

11,427

10,607

Net occupancy and equipment expense

1,402

1,411

Data processing and telecommunications expense

1,936

1,623

Automated teller machine and interchange expense

 

475

 

384

Pennsylvania shares tax

 

403

 

488

Professional fees

 

937

 

489

Other noninterest expense

 

2,507

 

1,884

Total noninterest expense

 

19,087

 

16,886

Income before income tax provision

 

7,662

 

8,378

Income tax provision

 

1,409

 

1,483

NET INCOME

$

6,253

$

6,895

EARNINGS PER COMMON SHARE - BASIC

$

0.40

$

0.44

EARNINGS PER COMMON SHARE - DILUTED

$

0.40

$

0.44

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

4

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands) (Unaudited)

    

Three Months Ended

March 31, 

March 31, 

2023

    

2022

Net income

$

6,253

$

6,895

Available-for-sale debt securities:

Unrealized holding gains (losses) on available-for-sale debt securities

8,993

(32,025)

Reclassification adjustment for gains realized in income

(7)

(2)

Other comprehensive income (loss) on available-for-sale debt securities

8,986

(32,027)

Unfunded pension and postretirement obligations:

 

 

Changes from plan amendments and actuarial gains and losses

 

(8)

 

133

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

 

(14)

 

(11)

Other comprehensive (loss) income on pension and postretirement obligations

 

(22)

 

122

Other comprehensive income (loss) before income tax

 

8,964

 

(31,905)

Income tax related to other comprehensive (income) loss

 

(1,883)

 

6,701

Net other comprehensive income (loss)

 

7,081

 

(25,204)

Comprehensive income (loss)

$

13,334

$

(18,309)

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

5

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (Unaudited)

    

Three Months Ended

March 31, 

March 31, 

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

6,253

$

6,895

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

(Credit) provision for credit losses

 

(352)

 

891

Realized gains on available-for-sale debt securities, net

 

(7)

 

(2)

Net amortization of securities

530

714

Increase in cash surrender value of life insurance

 

(138)

 

(135)

Depreciation and amortization of bank premises and equipment

 

570

 

507

Net accretion of purchase accounting adjustments

 

(84)

 

(340)

Stock-based compensation

 

377

 

368

Deferred income taxes

 

526

 

770

Decrease (increase) in fair value of servicing rights

 

83

 

(2)

Gains on sales of loans, net

 

(74)

 

(382)

Origination of loans held for sale

 

(2,493)

 

(14,752)

Proceeds from sales of loans held for sale

 

2,265

 

13,661

Increase in accrued interest receivable and other assets

 

(851)

 

(963)

Increase (decrease) in accrued interest payable and other liabilities

 

2,982

 

(1,663)

Other

 

(38)

 

81

Net Cash Provided by Operating Activities

 

9,549

 

5,648

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

  

Proceeds from maturities of certificates of deposit

 

1,250

 

0

Proceeds from sales of available-for-sale debt securities

 

16,658

 

0

Proceeds from calls and maturities of available-for-sale debt securities

 

17,024

 

18,746

Purchase of available-for-sale debt securities

 

(2,000)

 

(62,949)

Redemption of Federal Home Loan Bank of Pittsburgh stock

 

3,634

 

337

Purchase of Federal Home Loan Bank of Pittsburgh stock

 

(5,462)

 

(282)

Net (increase) decrease in loans

 

(4,392)

 

26,807

Purchase of premises and equipment

 

(276)

 

(993)

Proceeds from sale of foreclosed assets

 

0

 

139

Other

 

70

 

75

Net Cash Provided by (Used in) Investing Activities

 

26,506

 

(18,120)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

  

Net (decrease) increase in deposits

 

(81,536)

 

35,952

Net increase in short-term borrowings

 

13,334

 

554

Proceeds from long-term borrowings - FHLB advances

43,403

0

Repayments of long-term borrowings - FHLB advances

 

(7,026)

 

(7,380)

Sale of treasury stock

 

0

 

141

Purchases of treasury stock

 

(1,865)

 

(3,380)

Common dividends paid

 

(3,951)

 

(4,017)

Net Cash (Used in) Provided by Financing Activities

 

(37,641)

 

21,870

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(1,586)

 

9,398

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

47,698

 

95,848

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

46,112

$

105,246

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

(Decrease) increase in accrued purchase of available-for-sale debt securities

$

(2,000)

$

3,770

Assets acquired through foreclosure of real estate loans

$

184

$

0

Interest paid

$

4,836

$

1,116

Income taxes paid

$

64

$

46

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

6

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data) (Unaudited)

    

    

    

    

    

    

Accumulated

    

    

Other

Common

Treasury

Common

Paid-in

Retained

Comprehensive

Treasury

Three Months Ended March 31, 2023

Shares

Shares

Stock

Capital

Earnings

(Loss) Income

Stock

Total

Balance, December 31, 2022

 

16,030,172

 

511,353

$

16,030

$

143,950

$

151,743

$

(49,878)

$

(12,520)

$

249,325

Adoption of ASU 2016-13 (CECL)

(1,652)

(1,652)

Net income

 

 

 

  

 

  

 

6,253

 

  

 

  

 

6,253

Other comprehensive income, net

 

 

 

  

 

  

 

  

 

7,081

 

  

 

7,081

Cash dividends declared on common stock, $.28 per share

 

 

 

  

 

  

 

(4,354)

 

  

 

  

 

(4,354)

Shares issued for dividend reinvestment plan

 

 

(17,695)

 

 

(29)

 

 

 

432

 

403

Restricted stock granted

 

 

(53,788)

 

 

(1,314)

 

  

 

  

 

1,314

 

0

Forfeiture of restricted stock

 

 

19,222

 

 

411

 

  

 

  

 

(411)

 

0

Stock-based compensation expense

 

 

 

  

 

377

 

  

 

  

 

  

 

377

Purchase of restricted stock for tax withholding

 

 

8,615

 

 

  

 

  

 

  

 

(203)

 

(203)

Treasury stock purchases

77,430

(1,662)

(1,662)

Balance, March 31, 2023

 

16,030,172

 

545,137

$

16,030

$

143,395

$

151,990

$

(42,797)

$

(13,050)

$

255,568

Three Months Ended March 31, 2022

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance, December 31, 2021

 

16,030,172

 

271,082

$

16,030

$

144,453

$

142,612

$

5,026

$

(6,716)

$

301,405

Net income

 

 

 

  

 

  

 

6,895

 

  

 

  

 

6,895

Other comprehensive loss, net

 

 

 

  

 

  

 

  

 

(25,204)

 

  

 

(25,204)

Cash dividends declared on common stock, $.28 per share

 

 

 

  

 

  

 

(4,434)

 

  

 

  

 

(4,434)

Shares issued for dividend reinvestment plan

 

 

(16,134)

 

 

12

 

  

 

  

 

405

 

417

Shares issued from treasury related to exercise of stock options

 

 

(7,024)

 

 

(34)

 

  

 

  

 

175

 

141

Restricted stock granted

 

 

(78,243)

 

 

(1,932)

 

  

 

  

 

1,932

 

0

Forfeiture of restricted stock

 

 

6,072

 

 

124

 

  

 

  

 

(124)

 

0

Stock-based compensation expense

 

 

 

  

 

368

 

  

 

  

 

  

 

368

Purchase of restricted stock for tax withholding

 

 

6,054

 

 

  

 

  

 

  

 

(153)

 

(153)

Treasury stock purchases

 

129,642

(3,227)

 

(3,227)

Balance, March 31, 2022

 

16,030,172

 

311,449

$

16,030

$

142,991

$

145,073

$

(20,178)

$

(7,708)

$

276,208

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 AND STATUS OF RECENT ACCOUNTING PRONOUNCEMENTS

The consolidated financial statements include the accounts of Citizens & Northern Corporation and its subsidiaries, Citizens & Northern Bank (“C&N Bank”), Bucktail Life Insurance Company and Citizens & Northern Investment Corporation (collectively, “Corporation”). The consolidated financial statements also include C&N Bank’s wholly-owned subsidiaries, C&N Financial Services, LLC and Northern Tier Holding LLC. C&N Bank is the sole member of C&N Financial Services, LLC and Northern Tier Holding LLC. All material intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial information included herein, except the consolidated balance sheet dated December 31, 2022, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements. Certain 2022 information has been reclassified for consistency with the 2023 presentation.

Operating results reported for the three-month period ended March 31, 2023 might not be indicative of the results for the year ending December 31, 2023. The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.

RECENT ACCOUNTING PRONOUNCEMENTS

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

Recent Accounting Pronouncements - Adopted

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated (“PCD”) loans will receive an initial allowance at the acquisition date that represents an adjustment to the amortized cost basis of the loan, with no impact to earnings.

In addition, CECL made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell. The Corporation adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available for sale debt securities was not necessary.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Effective January 1, 2023, the Corporation adopted ASC 326 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”). The following table illustrates the impact on the allowance for credit losses from the adoption of ASC 326:

    

As Reported

    

    

Under

Pre-ASC 326

Impact of

ASC 326

Adoption

ASC 326

(In Thousands)

January 1, 2023

December 31, 2022

Adoption

Loans receivable

$

1,740,846

$

1,740,040

$

806

Allowance for credit losses on loans

18,719

16,615

2,104

Allowance for credit losses on off-balance sheet exposures (included in accrued interest and other liabilities)

 

1,218

 

425

 

793

Deferred tax asset, net

 

21,323

 

20,884

 

439

Retained earnings

 

150,091

 

151,743

 

(1,652)

The Corporation adopted ASC 326 using the prospective transition approach for PCD assets that were previously classified as purchased credit impaired (“PCI”) under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of PCD assets was adjusted to establish the allowance for credit losses. Essentially all of the PCD loans were reported as nonaccrual loans at January 1, 2023 and March 31, 2023.

ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This update reduces the complexity of accounting for Troubled Debt Restructurings (“TDRs”) by eliminating certain accounting guidance, enhancing disclosures and improving the consistency of vintage disclosures. The Corporation adopted ASU 2022-02 on January 1, 2023. Changes in disclosure requirements in accordance with ASU 2022-02 are reflected in Note 6. The adoption of ASU 2022-02 did not have a material impact on the consolidated financial statements.

Accounting Policies

The Corporation’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited consolidated financial statements and notes for the year ended December 31, 2022 and are contained in the Corporation’s Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:

Allowance for Credit Losses – Available-for-Sale Debt Securities

For available-for-sale debt securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Corporation has the intent to sell the security or it is more likely than not that the Corporation will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.

If either of the above criteria is not met, the Corporation evaluates whether the decline in fair value is the result of credit losses or other factors. The Corporation has elected the practical expedient of zero credit loss estimates for securities issued or guaranteed by U.S. Government entities or agencies. In making the credit loss assessment of securities not issued or guaranteed by U.S. Government entities or agencies, the Corporation may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance for credit losses when management believes an available-for-sale debt security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At March 31, 2023, there was no allowance for credit losses related to the available-for-sale portfolio.

Accrued interest receivable on available-for-sale debt securities totaled $2,659,000 at March 31, 2023 and was excluded from the estimate of credit losses.

Allowance for Credit Losses on Loans

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Accrued interest receivable on loans totaled $6,109,000 at March 31, 2023 and was excluded from the estimate of credit losses.

The allowance for credit losses (“ACL”) includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis).

Evaluation of Expected Losses on Individual Loans

Loans evaluated on an individual basis are identified based on a detailed assessment of certain larger loan relationships, and their related credit risk ratings, by a management committee referred to as the Watch List Committee. The allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Corporation will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

The scope of loans reviewed individually for credit loss each quarter includes all commercial loan relationships greater than $200,000 and any residential mortgage or consumer loans of $400,000 or more for which there is at least one extension of credit graded Special Mention, Substandard or Doubtful. Additionally, all PCD loans are evaluated individually for credit loss.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Collective Evaluation of Expected Losses – Pool Basis

The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Corporation has identified the following portfolio segments and calculates the allowance for credit losses for each using the weighted-average remaining maturity (“WARM”) method:

Commercial real estate - nonowner occupied, further broken down into the following classes:

Nonowner occupied

Multi-family (5 or more) residential

1-4 Family - commercial purpose

Commercial real estate - owner occupied

All other commercial loans, further broken down into the following classes:

Commercial and industrial

Commercial lines of credit

Political subdivisions

Commercial construction and land

Other commercial loans

Residential mortgage loans, further broken down into the following classes:

1-4 Family – residential

1-4 Family residential construction

Consumer loans, further broken down into the following classes:

Consumer lines of credit (including HELOCs)

All other consumer

In determining the pools for collective evaluation, management used a combination of loan purpose, collateral and payment type (for example, lines of credit vs. amortizing). The pools identified are similar to the loan classes used in the Corporation’s financial reporting for several years, with several exceptions including the following which are of the most significance:

Commercial real estate secured loans are broken out between non-owner occupied and owner-occupied
Loans secured by 1-4 family residential mortgages are broken out between consumer-purpose and commercial-purpose
Commercial lines of credit are broken out as an individual category

Each of these changes was made to better sort loans into pools with similar risk and cash flow characteristics.

Estimation Method - WARM (Weighted-Average Remaining Maturity Method)

In applying the WARM method, for each pool identified above, the Corporation determined the annual net charge-offs as a percentage of average total loan balances (net charge-off percentage). In the January 1, 2023 calculation, the Corporation used the annualized net charge-off percentage over the prior 5 calendar years. In the March 31, 2023 calculation, the Corporation used the net charge-off percentage for the 5.25-year period ended March 31, 2023. For each loan pool, the average annualized net charge-off percentage was multiplied by the estimated weighted-average remaining average life of the loans to calculate the loss rate.

The calculation of the estimated weighted-average remaining life of each loan pool was based on instrument-level data, with contractual principal payments adjusted for the estimated impact of prepayments. Commercial lines of credit and other revolving credit facilities were generally assumed to repay after 1 year. The estimated weighted-average remaining life of the entire portfolio was calculated to be 4.31 years at March 31, 2023 and 4.36 years at January 1, 2023. Management determined that use of the Corporation’s net charge-off experience over a 5.25-year period at March 31, 2023 and 5-year period at January 1, 2023 would provide a reasonable time period to include in the WARM expected loss rate calculations in relationship to the weighted-average life of the portfolio overall and to each of the pools.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Qualitative Factors

The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments generally increase allowance levels and include adjustments for factors deemed relevant, including: the nature and volume of portfolio changes, including loan portfolio growth; concentrations of credit based on loan type (such as non-owner occupied commercial real estate) or industry; the volume and severity of past due, nonaccrual or adversely classified loans; trends in real estate or other collateral values; lending policies and procedures, including changes in underwriting and collections practices; credit review function; lending, credit and other relevant management experience and risk tolerance; external factors and economic conditions not already captured.

Economic Forecast

ASC Topic 326 requires management to consider forward-looking information that is both reasonable and supportable and relevant to the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a financial asset or a period shorter than the contractual term. In that regard, management has selected a forecast period of 2 years, which is shorter than the estimated weighted-average remaining life of the loan portfolio.

The Corporation calculated an additional expected credit loss based on establishing a correlation between past loss experience and an economic statistic. This additional credit loss is added to the allowance calculation, conceptually for the first 2 years of the weighted-average remaining life of the portfolio after which time the credit loss for each pool is determined based on the WARM historical loss rate as adjusted for qualitative factors.

Allowance for Credit Losses on Off-Balance Sheet Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Corporation records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Corporation’s statements of income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for off-balance sheet exposures is included in accrued interest and other liabilities in the Corporation’s unaudited consolidated balance sheets and the related credit expense is recorded in the (credit) provision for credit losses in the unaudited consolidated statements of income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

2. PER SHARE DATA

Basic earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share.

Diluted earnings per common share are calculated under the more dilutive of either the treasury method or the two-class method. Diluted earnings per common 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.

(In Thousands, Except Share and Per Share Data)

Three Months Ended

March 31, 

March 31, 

    

2023

    

2022

Basic

  

 

  

Net income

$

6,253

$

6,895

Less: Dividends and undistributed earnings allocated to participating securities

 

(52)

 

(60)

Net income attributable to common shares

$

6,201

$

6,835

Basic weighted-average common shares outstanding

 

15,409,680

 

15,645,474

Basic earnings per common share (a)

$

0.40

$

0.44

Diluted

 

  

 

  

Net income attributable to common shares

$

6,201

$

6,835

Basic weighted-average common shares outstanding

 

15,409,680

 

15,645,474

Dilutive effect of potential common stock arising from stock options

 

937

 

3,701

Diluted weighted-average common shares outstanding

 

15,410,617

 

15,649,175

Diluted earnings per common share (a)

$

0.40

$

0.44

Weighted-average nonvested restricted shares outstanding

 

128,435

 

138,141

(a)Basic and diluted earnings per share under the two-class method are determined on net income reported on the consolidated statements of income, less earnings allocated to non-vested restricted shares with nonforfeitable dividends (participating securities).

Anti-dilutive stock options are excluded from earnings per share calculations. There were no anti-dilutive instruments in the three-month periods ended March 31, 2023 and 2022.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

3. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) 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 (loss). The components of other comprehensive income (loss), 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, 2023

 

  

 

  

 

  

Available-for-sale debt securities:

Unrealized holding gains on available-for-sale debt securities

$

8,993

$

(1,888)

$

7,105

Reclassification adjustment for (gains) realized in income

(7)

1

(6)

Other comprehensive income from available-for-sale debt securities

8,986

(1,887)

7,099

Unfunded pension and postretirement obligations:

 

  

 

  

 

  

Changes from plan amendments and actuarial gains and losses

(8)

1

(7)

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

 

(14)

 

3

 

(11)

Other comprehensive loss on unfunded retirement obligations

(22)

4

(18)

Total other comprehensive income

$

8,964

$

(1,883)

$

7,081

(In Thousands)

    

Before-Tax

    

Income Tax

    

Net-of-Tax

Amount

Effect

Amount

Three Months Ended March 31, 2022

 

  

 

  

 

  

Available-for-sale debt securities:

Unrealized holding losses on available-for-sale debt securities

$

(32,025)

$

6,726

$

(25,299)

Reclassification adjustment for (gains) realized in income

 

(2)

 

0

 

(2)

Other comprehensive loss from available-for-sale debt securities

$

(32,027)

$

6,726

$

(25,301)

Unfunded pension and postretirement obligations:

 

  

 

  

 

  

Changes from plan amendments and actuarial gains and losses

133

 

(27)

 

106

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

 

(11)

 

2

 

(9)

Other comprehensive income on unfunded retirement obligations

122

(25)

97

Total other comprehensive loss

$

(31,905)

$

6,701

$

(25,204)

The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:

Affected Line Item in the

Description

 

Consolidated Statements of Income

Reclassification adjustment for (gains) realized in income (before-tax)

Realized gains on available-for-sale debt securities, net

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost (before-tax)

 

Other noninterest expense

Income tax effect

Income tax provision

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

(In Thousands)

    

Unrealized

    

    

    

Accumulated

(Losses)

Unfunded

Other

Gains

Retirement

Comprehensive

on Securities

Obligations

(Loss) Income

Three Months Ended March 31, 2023

 

  

 

  

 

  

Balance, beginning of period

$

(50,370)

$

492

$

(49,878)

Other comprehensive income during three months ended March 31, 2023

 

7,099

 

(18)

 

7,081

Balance, end of period

$

(43,271)

$

474

$

(42,797)

Three Months Ended March 31, 2022

 

  

 

  

 

  

Balance, beginning of period

$

4,809

$

217

$

5,026

Other comprehensive loss during three months ended March 31, 2022

 

(25,301)

 

97

 

(25,204)

Balance, end of period

$

(20,492)

$

314

$

(20,178)

4. CASH AND DUE FROM BANKS

Cash and due from banks at March 31, 2023 and December 31, 2022 include the following:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Cash and cash equivalents

$

46,112

$

47,698

Certificates of deposit

 

6,100

 

7,350

Total cash and due from banks

$

52,212

$

55,048

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.

5. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at March 31, 2023 and December 31, 2022 are summarized as follows:

(In Thousands)

    

March 31, 2023

Gross

Gross

Unrealized

Unrealized

 

Amortized

 

Holding

 

Holding

 

Fair

    

Cost

    

Gains

    

Losses

    

Value

Obligations of the U.S. Treasury

$

33,924

$

0

$

(2,761)

$

31,163

Obligations of U.S. Government agencies

25,479

0

(2,131)

23,348

Bank holding company debt securities

28,947

0

(4,224)

24,723

Obligations of states and political subdivisions:

 

 

 

 

  

Tax-exempt

 

128,285

 

330

 

(10,803)

 

117,812

Taxable

 

67,076

 

0

 

(9,504)

 

57,572

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

Residential pass-through securities

 

109,028

 

0

 

(11,221)

 

97,807

Residential collateralized mortgage obligations

 

42,296

 

0

 

(4,179)

 

38,117

Commercial mortgage-backed securities

 

84,449

 

10

 

(10,264)

 

74,195

Private label commercial mortgage-backed securities

8,105

10

(38)

8,077

Total available-for-sale debt securities

$

527,589

$

350

$

(55,125)

$

472,814

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

    

December 31, 2022

Gross

Gross

 

 

Unrealized

Unrealized

 

Amortized

 

Holding

 

Holding

 

Fair

    

Cost

    

Gains

    

Losses

    

Value

Obligations of the U.S. Treasury

$

35,166

$

0

$

(3,330)

$

31,836

Obligations of U.S. Government agencies

25,938

0

(2,508)

23,430

Bank holding company debt securities

28,945

0

(3,559)

25,386

Obligations of states and political subdivisions:

 

 

 

 

  

Tax-exempt

 

146,149

 

319

 

(13,845)

 

132,623

Taxable

 

68,488

 

0

 

(11,676)

 

56,812

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

Residential pass-through securities

 

112,782

 

0

 

(12,841)

 

99,941

Residential collateralized mortgage obligations

 

44,868

 

0

 

(4,572)

 

40,296

Commercial mortgage-backed securities

 

91,388

 

0

 

(11,702)

 

79,686

Private label commercial mortgage-backed securities

8,070

2

(49)

8,023

Total available-for-sale debt securities

$

561,794

$

321

$

(64,082)

$

498,033

The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions aggregated by length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022:

March 31, 2023

    

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 the U.S. Treasury

$

0

$

0

$

31,163

$

(2,761)

$

31,163

$

(2,761)

Obligations of U.S. Government agencies

8,867

(361)

14,481

(1,770)

23,348

(2,131)

Bank holding company debt securities

5,894

(1,106)

18,829

(3,118)

24,723

(4,224)

Obligations of states and political subdivisions:

Tax-exempt

12,891

(177)

97,284

(10,626)

110,175

(10,803)

Taxable

 

10,170

 

(380)

 

46,902

 

(9,124)

 

57,072

 

(9,504)

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

 

  

 

  

 

  

Residential pass-through securities

15,066

(419)

82,741

(10,802)

97,807

(11,221)

Residential collateralized mortgage obligations

 

7,821

 

(257)

 

30,296

 

(3,922)

 

38,117

 

(4,179)

Commercial mortgage-backed securities

 

14,886

 

(702)

 

56,963

 

(9,562)

 

71,849

 

(10,264)

Private label commercial mortgage-backed securities

4,790

(38)

0

0

4,790

(38)

Total temporarily impaired available-for-sale debt securities

$

80,385

$

(3,440)

$

378,659

$

(51,685)

$

459,044

$

(55,125)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

December 31, 2022

    

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 the U.S. Treasury

$

20,192

$

(1,939)

$

11,644

$

(1,391)

$

31,836

$

(3,330)

Obligations of U.S. Government agencies

8,509

(430)

12,921

(2,078)

21,430

(2,508)

Bank holding company debt securities

14,248

(1,697)

11,138

(1,862)

25,386

(3,559)

Obligations of states and political subdivisions:

Tax-exempt

106,204

(11,023)

15,153

(2,822)

121,357

(13,845)

Taxable

 

28,901

 

(4,739)

 

27,761

 

(6,937)

 

56,662

 

(11,676)

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

 

  

 

  

 

  

Residential pass-through securities

45,410

(4,226)

54,531

(8,615)

99,941

(12,841)

Residential collateralized mortgage obligations

 

28,670

 

(2,042)

 

11,626

 

(2,530)

 

40,296

 

(4,572)

Commercial mortgage-backed securities

 

40,408

 

(2,585)

 

39,278

 

(9,117)

 

79,686

 

(11,702)

Private label commercial mortgage-backed securities

4,762

(49)

0

0

4,762

(49)

Total temporarily impaired available-for-sale debt securities

$

297,304

$

(28,730)

$

184,052

$

(35,352)

$

481,356

$

(64,082)

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

(In Thousands)

Three Months Ended

March 31, 

March 31, 

    

2023

    

2022

Gross realized gains from sales

$

80

$

2

Gross realized losses from sales

 

(73)

 

0

Net realized gains

$

7

$

2

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, 2023. 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.

(In Thousands)

March 31, 2023

Amortized

Fair

    

Cost

    

Value

Due in one year or less

$

11,807

$

11,688

Due from one year through five years

 

69,781

 

65,627

Due from five years through ten years

 

80,332

 

71,674

Due after ten years

 

121,791

 

105,629

Sub-total

 

283,711

 

254,618

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

Residential pass-through securities

 

109,028

 

97,807

Residential collateralized mortgage obligations

 

42,296

 

38,117

Commercial mortgage-backed securities

 

84,449

 

74,195

Private label commercial mortgage-backed securities

8,105

8,077

Total

$

527,589

$

472,814

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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Investment securities carried at $245,374,000 at March 31, 2023 and $277,302,000 at December 31, 2022 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 and Note 11 for information related to securities pledged against interest rate swap obligations.

A summary of information management considered in evaluating debt and equity securities for credit losses at March 31, 2023 and December 31, 2022 is provided below.

Debt Securities

As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $55,125,000 at March 31, 2023 and $64,082,000 at December 31, 2022. At March 31, 2023, the Corporation does not have the intent to sell, nor is it more likely than not it will be required to sell, these securities before it is able to recover the amortized cost basis. The unrealized holding losses were consistent with significant increases in market interest rates that occurred in 2022.

At March 31, 2023 and December 31, 2022, management performed an assessment for possible credit losses 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. At March 31, 2023 and December 31, 2022, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions and private label commercial mortgage-backed securities were investment grade and there have been no payment defaults.

Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2023 and December 31, 2022.

Equity Securities

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $15,996,000 at March 31, 2023 and $14,168,000 at December 31, 2022. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at March 31, 2023 and December 31, 2022. 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.

The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $873,000 at March 31, 2023 and $859,000 at December 31, 2022, consisting exclusively of one mutual fund. There was an unrealized loss on the mutual fund of $127,000 at March 31, 2023 and $141,000 at December 31, 2022. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

6. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at March 31, 2023 and December 31, 2022 are summarized by segment, and by classes within each segment, as follows:

Summary of Loans by Type

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022(1)

Commercial real estate - nonowner occupied

$

682,698

$

675,597

Commercial real estate - owner occupied

221,766

205,910

All other commercial loans

384,802

410,077

Residential mortgage loans

401,720

393,582

Consumer loans

54,153

54,874

Total

1,745,139

1,740,040

Less: allowance for credit losses on loans

(18,346)

(16,615)

Loans, net

$

1,726,793

$

1,723,425

(1) Total loans at December 31, 2022 include purchased credit impaired loans of $1,027,000.

In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $4,506,000 at March 31, 2023 and $4,725,000 at December 31, 2022.

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 Northcentral Pennsylvania, the Southern tier of New York State, Southeastern Pennsylvania and Southcentral Pennsylvania. 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.

Acquired loans were initially recorded at fair value, with adjustments made to gross amortized cost based on movements in interest rates (market rate adjustment) and based on credit fair value adjustments on non-impaired loans and impaired loans. Subsequently, the Corporation has recognized amortization and accretion of a portion of the market rate adjustments and credit adjustments on non-impaired (performing) loans, and a partial recovery of PCI loans. For the three-month periods ended March 31, 2023 and 2022, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:

(In Thousands)

Three Months Ended

March 31, 

March 31, 

2023

2022

Market Rate Adjustment

 

  

 

  

Adjustments to gross amortized cost of loans at beginning of period

$

(916)

$

(637)

Amortization recognized in interest income

(52)

(248)

Adjustments to gross amortized cost of loans at end of period

$

(968)

$

(885)

Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$

(1,840)

$

(3,335)

Accretion recognized in interest income

 

198

 

553

Adjustments to gross amortized cost of loans at end of period

$

(1,642)

$

(2,782)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents an analysis of past due loans as of March 31, 2023:

(In Thousands)

As of March 31, 2023

Past Due

Past Due

30-89

90+

Nonaccrual

Current

Total

Days

Days

Loans

Loans

Loans

Commercial real estate - nonowner occupied

$

233

$

365

$

6,017

$

676,083

$

682,698

Commercial real estate - owner occupied

 

484

 

141

 

1,612

 

219,529

 

221,766

All other commercial loans

827

147

1,680

382,148

384,802

Residential mortgage loans

3,666

398

3,251

394,405

401,720

Consumer loans

 

283

 

165

 

316

 

53,389

 

54,153

Total

$

5,493

$

1,216

$

12,876

$

1,725,554

$

1,745,139

The following table presents an analysis of past due loans as of December 31, 2022:

(In Thousands)

As of December 31, 2022

Past Due

Past Due

30-89

90+

Nonaccrual

Current

Total

Days

Days

Loans

Loans

Loans

Commercial real estate - nonowner occupied

$

644

$

947

$

6,350

$

667,656

$

675,597

Commercial real estate - owner occupied

 

723

 

141

 

19

 

204,099

 

204,982

All other commercial loans

537

151

11,528

397,762

409,978

Residential mortgage loans

4,540

866

3,974

384,202

393,582

Consumer loans

635

132

187

53,920

54,874

Purchased credit impaired

 

0

 

0

 

1,027

 

0

 

1,027

Total

$

7,079

$

2,237

$

23,085

$

1,707,639

$

1,740,040

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” rows in the table that follows.

20

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the recorded investment in loans by credit quality indicators by year of origination as of March 31, 2023:

(In Thousands)

Term Loans by Year of Origination

2023

2022

2021

2020

2019

Prior

Revolving

Total

Commercial real estate - nonowner occupied

 

 

 

 

 

  

 

  

 

  

 

  

Pass

$

22,553

$

181,862

$

94,978

$

51,333

$

83,703

$

225,718

$

0

$

660,147

Special Mention

 

0

 

0

 

1,531

 

0

 

123

 

10,282

 

0

 

11,936

Substandard

0

0

0

20

625

9,970

0

10,615

Doubtful

0

0

0

0

0

0

0

0

Total commercial real estate - nonowner occupied

$

22,553

$

181,862

$

96,509

$

51,353

$

84,451

$

245,970

$

0

$

682,698

 

 

 

 

 

 

 

 

Current period gross charge-offs

$

0

$

0

$

0

$

0

$

0

$

0

$

0

$

0

 

 

 

 

 

 

 

 

Commercial real estate - owner occupied

 

 

 

 

 

 

 

 

Pass

$

17,090

$

33,112

$

52,442

$

13,905

$

18,071

$

80,580

$

0

$

215,200

Special Mention

 

0

 

0

 

2,717

 

0

 

0

 

1,659

 

0

 

4,376

Substandard

0

0

0

0

0

2,190

0

2,190

Doubtful

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

Total commercial real estate - owner occupied

$

17,090

$

33,112

$

55,159

$

13,905

$

18,071

$

84,429

$

0

$

221,766

 

 

 

 

 

 

 

 

Current period gross charge-offs

$

0

$

0

$

0

$

0

$

0

$

0

$

0

$

0

 

 

 

 

 

 

 

 

All other commercial loans

 

 

 

 

 

 

 

 

Pass

$

11,961

$

88,513

$

64,892

$

40,119

$

20,443

$

33,290

$

108,892

$

368,110

Special Mention

 

0

 

45

 

12

 

146

 

0

 

513

 

1,720

 

2,436

Substandard

805

1,962

60

189

1,658

1,205

8,377

14,256

Doubtful

0

0

0

0

0

0

0

0

Total all other commercial loans

$

12,766

$

90,520

$

64,964

$

40,454

$

22,101

$

35,008

$

118,989

$

384,802

 

 

 

 

 

 

 

 

Current period gross charge-offs

$

0

$

0

$

0

$

0

$

0

$

0

$

5

$

5

Residential mortgage loans

Pass

$

11,807

$

98,765

$

59,192

$

42,155

$

34,008

$

150,715

$

0

$

396,642

Special Mention

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

Substandard

0

0

34

97

372

4,575

0

5,078

Doubtful

0

0

0

0

0

0

0

0

Total residential mortgage loans

$

11,807

$

98,765

$

59,226

$

42,252

$

34,380

$

155,290

$

0

$

401,720

 

 

 

 

 

 

 

 

Current period gross charge-offs

$

0

$

0

$

0

$

0

$

0

$

19

$

0

$

19

Consumer loans

Pass

$

2,639

$

6,387

$

3,107

$

1,725

$

432

$

1,243

$

37,876

$

53,409

Special Mention

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

Substandard

0

0

2

27

14

103

598

744

Doubtful

0

0

0

0

0

0

0

0

Total consumer loans

$

2,639

$

6,387

$

3,109

$

1,752

$

446

$

1,346

$

38,474

$

54,153

 

 

 

 

 

 

 

 

Current period gross charge-offs

$

0

$

21

$

0

$

0

$

0

$

3

$

19

$

43

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the recorded investment in loans by credit quality indicators as of December 31, 2022:

Special

(In Thousands)

Pass

Mention

Substandard

Doubtful

Total

Commercial real estate - nonowner occupied

$

654,430

$

9,486

$

11,681

$

0

$

675,597

Commercial real estate - owner occupied

 

202,702

 

1,909

 

371

 

0

 

204,982

All other commercial loans

383,846

2,516

23,616

0

409,978

Residential mortgage loans

387,944

0

5,638

0

393,582

Consumer loans

54,353

0

521

0

54,874

Purchased credit impaired

 

0

 

0

 

1,027

 

0

 

1,027

Total

$

1,683,275

$

13,911

$

42,854

$

0

$

1,740,040

The following table is a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.

March 31, 2023

December 31, 2022

Nonaccrual Loans with

Nonaccrual Loans

Total Nonaccrual

(In Thousands)

No Allowance

with an Allowance

Loans

Nonaccrual Loans

Commercial real estate - nonowner occupied

$

1,236

$

4,781

$

6,017

$

6,350

Commercial real estate - owner occupied

 

800

 

812

 

1,612

 

19

All other commercial loans

1,471

209

1,680

11,528

Residential mortgage loans

3,251

0

3,251

3,974

Consumer loans

 

316

 

0

 

316

 

187

Purchased credit impaired

 

0

 

0

 

0

 

1,027

Total

$

7,074

$

5,802

$

12,876

$

23,085

The Corporation recognized $231,000 of interest income on nonaccrual loans during the three months ended March 31, 2023.

The following table represents the accrued interest receivable written off by reversing interest income during the three months ended March 31, 2023:

For the Three Months

(In Thousands)

Ended March 31, 2023

Commercial real estate - nonowner occupied

$

26

Residential mortgage loans

3

Consumer loans

 

2

Total

$

31

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The Corporation has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
All other commercial loans are typically secured by business assets including inventory, equipment and receivables.
Residential mortgage loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

The following table details the amortized cost of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses on loans allocated to these loans:

March 31, 2023

Amortized

(In Thousands)

Cost

Allowance

Commercial real estate - nonowner occupied

$

6,017

$

609

Commercial real estate - owner occupied

 

1,612

 

183

All other commercial loans

1,680

103

Total

$

9,309

$

895

The following table summarizes the activity related to the allowance for credit losses for the three months ended March 31, 2023 under the CECL methodology.

Commercial

Commercial

All

real estate -

real estate -

other

Residential

nonowner

owner

commercial

mortgage

Consumer

(In Thousands)

occupied

occupied

loans

loans

loans

Unallocated

Total

Balance, December 31, 2022

$

6,305

$

1,942

$

4,142

$

2,751

$

475

$

1,000

$

16,615

Adoption of ASU 2016-13 (CECL)

3,763

7

(88)

(344)

(234)

(1,000)

2,104

Charge-offs

0

0

(5)

(19)

(43)

0

(67)

Recoveries

0

0

0

1

5

0

6

(Credit) provision for credit losses on loans

 

(414)

 

(7)

 

(469)

 

475

 

103

 

0

 

(312)

Balance, March 31, 2023

$

9,654

$

1,942

$

3,580

$

2,864

$

306

$

0

$

18,346

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Prior to the adoption of ASC 326 on January 1, 2023, the Corporation calculated the allowance for loan losses under the incurred loss methodology. The following tables are disclosed related to the allowance for loan losses in prior periods.

Three Months Ended March 31, 2022

December 31, 2021

    

    

    

    

    

    

    

March 31, 2022

(In Thousands)

    

Balance

    

 Charge-offs 

    

 Recoveries 

    

 Provision (Credit) 

    

Balance

Allowance for Loan Losses:

 

  

  

  

  

  

Commercial:

 

  

 

  

 

  

 

  

 

  

Commercial loans secured by real estate

$

4,405

$

0

$

0

$

612

$

5,017

Commercial and industrial

 

2,723

 

(150)

 

0

 

268

 

2,841

Commercial construction and land

 

637

 

0

 

0

 

(246)

 

391

Loans secured by farmland

 

115

 

0

 

0

 

14

 

129

Multi-family (5 or more) residential

 

215

 

0

 

0

 

152

 

367

Agricultural loans

 

25

 

0

 

0

 

2

 

27

Other commercial loans

 

173

 

0

 

0

 

(23)

 

150

Total commercial

 

8,293

 

(150)

 

0

 

779

 

8,922

Residential mortgage:

 

  

  

  

  

  

Residential mortgage loans - first liens

3,650

0

1

159

3,810

Residential mortgage loans - junior liens

 

184

 

0

 

0

 

(3)

 

181

Home equity lines of credit

 

302

 

0

 

15

 

(11)

 

306

1-4 Family residential construction

 

202

 

0

 

0

 

(54)

 

148

Total residential mortgage

 

4,338

 

0

 

16

 

91

 

4,445

Consumer

 

235

 

(30)

 

7

 

25

 

237

Unallocated

 

671

 

0

 

0

 

(4)

 

667

Total Allowance for Loan Losses

$

13,537

$

(180)

$

23

$

891

$

14,271

24

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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 December 31, 2022.

December 31, 2022

    

Loans:

Allowance for Loan Losses:

(In Thousands)

Individually

Collectively

Individually

Collectively

  

    

Evaluated

    

Evaluated

    

Totals

    

Evaluated

    

Evaluated

    

Totals

Commercial:

 

 

 

 

 

 

Commercial loans secured by real estate

$

7,154

$

675,095

$

682,249

$

427

$

6,647

$

7,074

Commercial and industrial

 

11,223

 

167,048

 

178,271

 

26

 

2,883

 

2,909

Paycheck Protection Program - 1st Draw

 

0

 

5

 

5

 

0

 

0

 

0

Paycheck Protection Program - 2nd Draw

0

163

163

0

0

0

Political subdivisions

 

0

 

90,719

 

90,719

 

0

 

0

 

0

Commercial construction and land

 

244

 

73,719

 

73,963

 

0

 

647

 

647

Loans secured by farmland

 

76

 

12,874

 

12,950

 

0

 

112

 

112

Multi-family (5 or more) residential

 

0

 

55,886

 

55,886

 

0

 

411

 

411

Agricultural loans

 

57

 

2,378

 

2,435

 

0

 

21

 

21

Other commercial loans

 

0

 

14,857

 

14,857

 

0

 

124

 

124

Total commercial

 

18,754

 

1,092,744

 

1,111,498

 

453

 

10,845

 

11,298

Residential mortgage:

 

  

 

  

 

  

 

  

 

  

 

  

Residential mortgage loans - first liens

506

509,276

509,782

0

3,413

3,413

Residential mortgage loans - junior liens

 

30

 

24,919

 

24,949

 

0

 

167

 

167

Home equity lines of credit

 

68

 

43,730

 

43,798

 

0

 

282

 

282

1-4 Family residential construction

 

0

 

30,577

 

30,577

 

0

 

211

 

211

Total residential mortgage

 

604

 

608,502

 

609,106

 

0

 

4,073

 

4,073

Consumer

 

0

 

19,436

 

19,436

 

0

 

244

 

244

Unallocated

 

 

 

 

 

 

1,000

Total

$

19,358

$

1,720,682

$

1,740,040

$

453

$

15,162

$

16,615

Prior to the adoption of ASU 2016-13, loans were classified as impaired when, based on current information and events, it was probable that the Corporation would 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 included payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experienced insignificant payment delays and payment shortfalls generally were not classified as impaired. Management determined 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 was 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 reviewed individually each quarter to determine if they were impaired included all commercial loan relationships greater than $200,000 and any residential mortgage or consumer loans of $400,000 or more for which there was at least one extension of credit graded Special Mention, Substandard or Doubtful. All loans classified as troubled debt restructurings and all commercial loan relationships less than $200,000 or other loan relationships less than $400,000 in the aggregate, but with an estimated loss of $100,000 or more, were individually evaluated for impairment.

25

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Summary information related to impaired loans at December 31, 2022 is provided in the table immediately below.

(In Thousands)

December 31, 2022

Unpaid

Principal

Recorded

Related

    

Balance

    

Investment

    

Allowance

With no related allowance recorded:

 

  

 

  

 

  

Commercial loans secured by real estate

$

8,563

$

3,754

$

0

Commercial and industrial

 

12,926

 

11,163

 

0

Residential mortgage loans - first liens

506

506

0

Residential mortgage loans - junior liens

 

68

 

30

 

0

Home equity lines of credit

68

 

68

 

0

Loans secured by farmland

 

76

 

76

 

0

Agricultural loans

57

57

0

Construction and other land loans

244

244

0

Total with no related allowance recorded

 

22,508

 

15,898

 

0

With a related allowance recorded:

 

 

 

Commercial loans secured by real estate

3,400

3,400

427

Commercial and industrial

 

60

 

60

 

26

Total with a related allowance recorded

 

3,460

 

3,460

 

453

Total

$

25,968

$

19,358

$

453

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

(In Thousands)

Average Investment in

Interest Income Recognized on

Impaired Loans

Impaired Loans on a Cash Basis

Three Months Ended

Three Months Ended

March 31, 

March 31, 

    

2022

2022

Commercial:

Commercial loans secured by real estate

$

10,735

$

129

Commercial and industrial

1,626

4

Commercial construction and land

48

1

Loans secured by farmland

82

0

Multi-family (5 or more) residential

789

0

Agricultural loans

63

2

Total commercial

13,343

136

Residential mortgage:

 

Residential mortgage loans - first lien

565

7

Residential mortgage loans - junior lien

37

1

Home equity lines of credit

0

1

Total residential mortgage

602

9

Total

$

13,945

$

145

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty, such as extensions of terms, insignificant payment delays and interest rate reductions, is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

26

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Occasionally, the Corporation modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

There were no loans modified to borrowers experiencing financial difficulty in the first quarter 2023.

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 sheets) is as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Foreclosed residential real estate

$

184

$

0

The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Residential real estate in process of foreclosure

$

1,154

$

1,229

The Corporation maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse, when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses for off-balance sheet exposures of $1,178,000 at March 31, 2023 and $425,000 at December 31, 2022, is included in accrued interest and other liabilities on the unaudited, consolidated balance sheets.

The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three months ended March 31, 2023.

Total Allowance for

Credit Losses -

(In Thousands)

Off-Balance Sheet Exposures

Balance, December 31, 2022

$

425

Adjustment to allowance for off-balance sheet exposures for adoption of ASU 2016-13

 

793

Credit for unfunded commitments

(40)

Balance, March 31, 2023

$

1,178

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7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At March 31, 2023 and December 31, 2022, the net carrying value of goodwill was $52,505,000.

Information related to core deposit intangibles is as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Gross amount

$

6,639

$

6,639

Accumulated amortization

 

(3,864)

 

(3,762)

Net

$

2,775

$

2,877

Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:

(In Thousands)

Three Months Ended

March 31, 

March 31, 

    

2023

    

2022

Amortization expense

$

102

    

$

110

8. BORROWED FUNDS

SHORT-TERM BORROWINGS

Short-term borrowings (initial maturity within one year) include the following:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

FHLB-Pittsburgh borrowings

$

91,000

$

77,000

Customer repurchase agreements

 

2,396

 

3,062

Total short-term borrowings

$

93,396

$

80,062

The Corporation had available credit with other correspondent banks totaling $95,000,000 at March 31, 2023 and December 31, 2022. These lines of credit are primarily unsecured. No amounts were outstanding at March 31, 2023 or December 31, 2022.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At March 31, 2023, the Corporation had available credit in the amount of $22,340,000 on this line with no outstanding advances. At December 31, 2022, the Corporation had available credit in the amount of $23,107,000 on this line with no outstanding advances. As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $23,314,000 at March 31, 2023 and $24,113,000 at December 31, 2022.

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, 2023 and December 31, 2022. The carrying value of the underlying securities was $2,410,000 at March 31, 2023 and $3,080,000 at December 31, 2022.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $1,244,696,000 at March 31, 2023 and $1,209,179,000 at December 31, 2022. Also, the FHLB-Pittsburgh loan facility requires 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 in the consolidated balance sheets) were $15,996,000 at March 31, 2023 and $14,168,000 at December 31, 2022. The Corporation’s total credit facility with FHLB-Pittsburgh was $856,934,000 at March 31, 2023, including an unused (available)

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amount of $655,577,000. At December 31, 2022, the Corporation’s total credit facility with FHLB-Pittsburgh was $839,378,000, including an unused (available) amount of $689,279,000.

At March 31, 2023, the overnight borrowing from FHLB-Pittsburgh was $91,000,000 at an interest rate of 5.15% with no other short-term advances. At December 31, 2022, the overnight borrowing from FHLB-Pittsburgh was $77,000,000 at an interest rate of 4.45% with no other short-term advances.

LONG-TERM BORROWINGS – FHLB ADVANCES

Long-term borrowings from FHLB-Pittsburgh are as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Loan maturing in 2023 with a rate of 3.25%

$

2,290

$

9,303

Loans maturing in 2024 with a weighted-average rate of 2.89%

29,803

29,813

Loans maturing in 2025 with a weighted-average rate of 4.04%

28,205

23,231

Loans maturing in 2026 with a weighted-average rate of 4.67%

12,372

0

Loans maturing in 2027 with a weighted-average rate of 4.00%

24,031

0

Loan maturing in 2028 with a rate of 3.72%

2,000

0

Total long-term FHLB-Pittsburgh borrowings

$

98,701

$

62,347

Note: Weighted-average rates are presented as of March 31, 2023.

SENIOR NOTES

In 2021, the Corporation issued and sold $15.0 million in aggregate principal amount of 2.75% Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes"). The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75%. The Corporation is not entitled to redeem the Senior Notes, in whole or in part, at any time prior to maturity and the Senior Notes are not subject to redemption by the holders. The Senior Notes are unsecured and unsubordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

The Senior Notes were recorded, net of debt issuance costs of $337,000, at an initial carrying amount of $14,663,000. Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Senior Notes totaling $16,000 in the first quarter 2023 and $16,000 in the first quarter 2022, was included in interest expense in the unaudited consolidated statements of income.

At March 31, 2023 and December 31, 2022, outstanding Senior Notes are as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Senior Notes with an aggregate par value of $15,000,000; bearing interest at 2.75% with an effective interest rate of 3.23%; maturing in June 2026

$

14,781

$

14,765

Total carrying value

$

14,781

$

14,765

SUBORDINATED DEBT

In 2021, the Corporation issued and sold $25.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes"). The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25%, to June 1, 2026. From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points. The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

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The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation. The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness, including the Senior Notes (described above). The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The Subordinated Notes were recorded, net of debt issuance costs of $563,000, at an initial carrying amount of $24,437,000. Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Subordinated Notes totaling $27,000 in the first quarter 2023 and $26,000 in the first quarter 2022, was included in interest expense in the unaudited consolidated statements of income.

At March 31, 2023 and December 31, 2022, the carrying amounts of subordinated debt agreements are as follows:

(In Thousands)

    

March 31, 

    

December 31, 

2023

2022

Agreements with a par value of $25,000,000; bearing interest at 3.25% with an effective interest rate of 3.74%; maturing in June 2031 and redeemable at par in June 2026

$

24,634

$

24,607

Total carrying value

$

24,634

$

24,607

9. STOCK-BASED COMPENSATION PLANS

The Corporation had a Stock Incentive Plan for a selected group of officers and an Independent Directors Stock Incentive Plan. The 2023 restricted stock awards under the Stock Incentive Plan vest ratably over three years, and the 2023 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year. Following is a summary of restricted stock awards granted in the three-month period ended March 31, 2023:

(Dollars in Thousands)

    

    

Aggregate

Grant

Date

Number of

Fair

Shares

Value

1st quarter 2023 awards:

Time-based awards to independent directors

11,000

$

257

Time-based awards to employees

31,684

740

Performance-based awards to employees

11,104

259

Total

53,788

$

1,256

Effective April 20, 2023, the Corporation’s shareholders approved a new plan, the Citizens & Northern Corporation 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). New awards to employees and independent directors will be governed under the 2023 Equity Incentive Plan, while outstanding awards under the prior plans (including the awards made in the first quarter 2023) will be governed under the prior plans.

Compensation cost related to restricted stock is recognized based on the fair value of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures. Total annual stock-based compensation for the year ending December 31, 2023 is estimated to total $1,526,000. Total stock-based compensation expense attributable to restricted stock awards amounted to $377,000 in the first quarter 2023 and $368,000 in the first quarter 2022.

10. CONTINGENCIES

In the normal course of business, the Corporation is subject to pending and threatened litigation in which claims for monetary damages are 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.

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11. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk.

Interest rate swaps with commercial loan banking customers were executed to facilitate their respective risk management strategies. Under the terms of these arrangements, the commercial banking customers effectively exchanged their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party, such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service provided to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

The aggregate notional amount of interest rate swaps was $154,878,000 at March 31, 2023 and $155,214,000 at December 31, 2022. There were no interest rate swaps originated in the three-month periods ended March 31, 2023 and 2022. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at March 31, 2023. The net impact on the consolidated statements of income from interest rate swaps was an increase in interest income on loans of $345,000 in the first quarter 2023 as compared to a reduction in interest income on loans of $317,000 in first quarter 2022.

The Corporation has entered into an RPA with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed.  This type of derivative is referred to as an “RPA In.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.”  The net impact on the consolidated statements of income from RPAs was an increase in other noninterest income of $16,000 in the first quarter 2023 with no comparable amount in the first quarter 2022.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at March 31, 2023 and December 31, 2022:

(In Thousands)

At March 31, 2023

At December 31, 2022

Asset Derivatives

Liability Derivatives

Asset Derivatives

Liability Derivatives

Notional

Fair

Notional

Fair

Notional

Fair

Notional

Fair

Amount

Value (1)

Amount

Value (2)

Amount

Value (1)

Amount

Value (2)

Interest rate swap agreements

$

77,439

$

3,145

$

77,439

$

3,145

$

77,607

$

3,638

$

77,607

$

3,638

RPA Out

7,200

21

0

0

7,200

0

0

0

RPA In

0

0

10,000

24

0

0

10,000

19

(1)Included in other assets in the consolidated balance sheets.
(2)Included in accrued interest and other liabilities in the consolidated balance sheets.

The Corporation’s agreement with its derivative counterparties provide that if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. Further, if the Corporation were to fail to maintain its status as a well or adequately capitalized institution, then the counterparties could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. Available-for-sale securities with a carrying value of $2,302,000 were pledged as collateral against the Corporation’s obligations related to the interest rate swaps at March 31, 2023.

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12. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB 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 or liabilities. These generally provide the most reliable evidence and are used to measure fair value whenever available.

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

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At March 31, 2023 and December 31, 2022, assets and liabilities measured at fair value and the valuation methods used are as follows:

March 31, 2023

    

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, assets:

 

  

 

  

 

  

 

  

AVAILABLE-FOR-SALE DEBT SECURITIES:

 

  

 

  

 

  

 

  

Obligations of the U.S. Treasury

$

31,163

$

0

$

0

$

31,163

Obligations of U.S. Government agencies

0

23,348

0

23,348

Bank holding company debt securities

0

24,723

0

24,723

Obligations of states and political subdivisions:

 

  

 

 

  

 

Tax-exempt

 

0

 

117,812

 

0

 

117,812

Taxable

 

0

 

57,572

 

0

 

57,572

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

Residential pass-through securities

 

0

 

97,807

 

0

 

97,807

Residential collateralized mortgage obligations

 

0

 

38,117

 

0

 

38,117

Commercial mortgage-backed securities

 

0

 

74,195

 

0

 

74,195

Private label commercial mortgage-backed securities

 

0

 

8,077

 

0

 

8,077

Total available-for-sale debt securities

 

31,163

 

441,651

 

0

 

472,814

Marketable equity security

 

873

 

0

 

0

 

873

Servicing rights

 

0

 

0

 

2,585

 

2,585

Interest rate swap agreements, assets

0

3,145

0

3,145

Total recurring fair value measurements, assets

$

32,036

$

444,796

$

2,585

$

479,417

Recurring fair value measurements, liabilities,

Interest rate swap agreements, liabilities

$

0

$

3,145

$

0

$

3,145

Nonrecurring fair value measurements, assets:

 

  

 

  

 

  

 

  

Loans individually evaluated for credit loss, net

$

0

$

0

$

4,907

$

4,907

Foreclosed assets held for sale

 

0

 

0

 

459

 

459

Total nonrecurring fair value measurements, assets

$

0

$

0

$

5,366

$

5,366

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December 31, 2022

    

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, assets:

 

  

 

  

 

  

 

  

AVAILABLE-FOR-SALE DEBT SECURITIES:

 

  

 

  

 

  

 

  

Obligations of the U.S. Treasury

$

31,836

$

0

$

0

$

31,836

Obligations of U.S. Government agencies

0

23,430

0

23,430

Bank holding company debt securities

0

25,386

0

25,386

Obligations of states and political subdivisions:

 

  

 

 

  

 

Tax-exempt

 

0

 

132,623

 

0

 

132,623

Taxable

 

0

 

56,812

 

0

 

56,812

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

Residential pass-through securities

 

0

 

99,941

 

0

 

99,941

Residential collateralized mortgage obligations

 

0

 

40,296

 

0

 

40,296

Commercial mortgage-backed securities

 

0

 

79,686

 

0

 

79,686

Private label commercial mortgage-backed securities

 

0

 

8,023

 

0

 

8,023

Total available-for-sale debt securities

 

31,836

 

466,197

 

0

 

498,033

Marketable equity security

 

859

 

0

 

0

 

859

Servicing rights

 

0

 

0

 

2,653

 

2,653

Interest rate swap agreements, assets

0

3,638

0

3,638

Total recurring fair value measurements, assets

$

32,695

$

469,835

$

2,653

$

505,183

Recurring fair value measurements, liabilities,

Interest rate swap agreements, liabilities

$

0

$

3,638

$

0

$

3,638

Nonrecurring fair value measurements, assets:

 

  

 

  

 

  

 

  

Impaired loans, net

$

0

$

0

$

3,007

$

3,007

Foreclosed assets held for sale

 

0

 

0

 

275

 

275

Total nonrecurring fair value measurements, assets

$

0

$

0

$

3,282

$

3,282

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.

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At March 31, 2023 and December 31, 2022, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:

    

Fair Value at

    

  

    

  

    

  

    

  

3/31/2023

Valuation

Unobservable

Method or Value As of

Asset

(In Thousands)

Technique

Input(s)

3/31/2023

Servicing rights

$

2,585

 

Discounted cash flow

 

Discount rate

 

13.00

%  

Rate used through modeling period

 

 

Loan prepayment speeds

138.00

%  

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

    

  

    

  

    

  

    

  

12/31/2022

Valuation

Unobservable

Method or Value As of

Asset

(In Thousands)

Technique

Input(s)

12/31/2022

Servicing rights

$

2,653

 

Discounted cash flow

 

Discount rate

 

13.00

%  

Rate used through modeling period

 

 

Loan prepayment speeds

133.00

%  

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. Unrealized gains (losses) in fair value of servicing rights are included in Loan servicing fees, net, in the unaudited consolidated statements of income.

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

(In Thousands)

Three Months Ended

    

March 31, 2023

    

March 31, 2022

Servicing rights balance, beginning of period

$

2,653

$

2,329

Originations of servicing rights

 

15

 

98

Unrealized (loss) gain included in earnings

 

(83)

 

2

Servicing rights balance, end of period

$

2,585

$

2,429

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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. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

At March 31, 2023 and December 31, 2022, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:

(Dollars In Thousands)

    

    

  

    

  

    

  

    

  

    

Weighted

 

Valuation

  

  

  

Average

 

Balance at

Allowance at

Fair Value at

Valuation

Unobservable

Discount at

 

Asset

3/31/2023

3/31/2023

3/31/2023

Technique

Inputs

3/31/2023

Loans individually evaluated for credit loss:

 

  

 

  

 

  

 

  

 

  

 

  

Commercial real estate - nonowner occupied

$

4,781

$

609

$

4,172

 

Sales comparison

 

Discount to appraised value

 

27

%

Commercial real estate - owner occupied

812

183

629

Sales comparison & SBA guaranty

Discount to appraised value

56

%

All other commercial loans

209

103

106

Liquidation & SBA guaranty

Discount to appraised value

20

%

Total loans individually evaluated for credit loss

$

5,802

$

895

$

4,907

 

  

 

  

 

  

Foreclosed assets held for sale - real estate:

 

 

  

 

  

 

  

 

  

 

  

Residential (1-4 family)

$

184

$

0

$

184

 

Sales comparison

 

Discount to appraised value

 

36

%

Commercial real estate

275

0

275

Sales comparison

Discount to appraised value

50

%

Total foreclosed assets held for sale

$

459

$

0

$

459

 

  

 

  

 

(Dollars In Thousands)

    

    

  

    

  

    

  

    

  

    

Weighted  

 

Valuation

  

  

  

Average  

 

Balance at

Allowance at

Fair Value at

Valuation

Unobservable

Discount at

 

Asset

12/31/2022

12/31/2022

12/31/2022

Technique

Inputs

12/31/2022

 

Impaired loans:

 

  

 

  

 

  

 

  

 

  

 

  

Commercial:

 

  

 

 

 

  

 

  

 

Commercial loans secured by real estate

$

3,400

$

427

$

2,973

 

Sales comparison

 

Discount to appraised value

 

25

%

Commercial and industrial

60

26

34

Liquidation of assets

Discount to appraised value

33

%

Total impaired loans

$

3,460

$

453

$

3,007

 

  

 

  

 

  

Foreclosed assets held for sale - real estate:

 

 

  

 

  

 

  

 

  

 

  

Commercial real estate

$

275

$

0

$

275

 

Sales comparison

 

Discount to appraised value

 

50

%

Total foreclosed assets held for sale

$

275

$

0

$

275

 

  

 

  

 

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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value are as follows:

(In Thousands)

Fair Value

March 31, 2023

December 31, 2022

Hierarchy

Carrying

Fair

Carrying

Fair

    

Level

    

Amount

    

Value

    

Amount

    

Value

Financial assets:

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

Level 1

$

46,112

$

46,112

$

47,698

$

47,698

Certificates of deposit

 

Level 2

 

6,100

 

5,729

 

7,350

 

6,956

Restricted equity securities (included in other assets)

 

Level 2

 

16,246

 

16,246

 

14,418

 

14,418

Loans, net

 

Level 3

 

1,726,793

 

1,691,155

 

1,723,425

 

1,674,002

Accrued interest receivable

 

Level 2

 

8,805

 

8,805

 

8,653

 

8,653

Financial liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits with no stated maturity

 

Level 2

 

1,584,383

 

1,584,383

 

1,702,404

 

1,702,404

Time deposits

 

Level 2

 

331,657

 

329,780

 

295,189

 

293,814

Short-term borrowings

 

Level 2

 

93,396

 

93,396

 

80,062

 

80,062

Long-term borrowings

 

Level 2

 

98,701

 

97,992

 

62,347

 

60,944

Senior debt

Level 2

14,781

13,346

14,765

9,712

Subordinated debt

Level 2

24,634

21,491

24,607

16,186

Accrued interest payable

 

Level 2

 

980

 

980

 

461

 

461

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

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
recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments (including potential increases in the cost of deposit insurance assessments)
the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses
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
information security breach or other technology difficulties or failures
changes in accounting principles, or the application of generally accepted accounting principles
failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions
the effect of the novel coronavirus (COVID-19) and related events

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

EARNINGS OVERVIEW

First Quarter 2023 as Compared to First Quarter 2022

First quarter 2023 net income was $6,253,000, or $0.40 per diluted share. In comparison, first quarter 2022 net income was $6,895,000, or $0.44 per diluted share. Significant variances were as follows:

First quarter 2023 net interest income of $20,781,000 was $449,000 higher than the first quarter 2022 total. The increase in net interest income was mainly driven by loan growth, as average earning assets increased $131,608,000, including an increase in average loans of $178,002,000, or 11.5%, while average interest-bearing due from banks decreased $52,478,000. Average total deposits of $1,931,126,000 were flat in the first quarter 2023 as compared to the first quarter 2022 while average borrowed funds increased $136,303,000. The net interest margin was 3.71% in the first quarter 2023, down from 3.86% in the first quarter 2022. The interest rate spread decreased 0.43%, as the average rate on interest-bearing liabilities increased 0.96%, while the average yield on earning assets increased 0.53%. Contributing to the comparatively lower margin and spread, total interest and fees on loans in the first quarter 2022 included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable amount in the first quarter 2023.
The credit for credit losses (reduction in expense) was $352,000 in the first quarter 2023 as compared to the first quarter 2022 provision for loan losses of $891,000. The credit for credit losses in the first quarter 2023 resulted mainly from a reduction in

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

the allowance related to the commercial segment of the portfolio. Within the net credit for credit losses on loans in the first quarter 2023, the provision related to specific loans was $205,000, including net charge-offs of $61,000 and an increase in specific allowances on loans of $144,000. In comparison, the first quarter 2022 provision included a net charge of $147,000 related to specific loans (net charge-offs of $157,000 offset by a net decrease in specific allowances on loans of $10,000).
Noninterest income of $5,616,000 in the first quarter 2023 decreased $207,000 from the first quarter 2022 amount. Significant variances included the following:
oNet gains from sale of loans of $74,000 decreased $308,000 from the first quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.
oBrokerage and insurance revenue of $430,000 decreased $92,000 from the first quarter 2022, due to lower volume of new transactions.
oLoan servicing fees, net of $122,000 decreased $88,000, as the fair value of servicing rights decreased $83,000 in the first quarter 2023 as compared to an increase of $2,000 in the first quarter 2022.
oOther noninterest income of $771,000 increased $183,000 from the first quarter 2022, including dividends on FHLB-Pittsburgh stock totaling $217,000, an increase of $100,000 from the first quarter 2022, and a gain on sale of premises and equipment of $68,000 with no comparable amount in the first quarter 2022.
Noninterest expense of $19,087,000 in the first quarter 2023 increased $2,201,000 from the first quarter 2022 amount. Significant variances included the following:
oSalaries and employee benefits expense of $11,427,000 increased $820,000 from the first quarter 2022, including an increase in base salaries expense of $597,000. In total, the number of full-time equivalent employees (FTEs) increased by 10 (2.5%) to 412 in the first quarter 2023 as compared to the first quarter 2022. Total cash and stock-based compensation expense increased $167,000 and health care expense increased $102,000 due to higher claims on the Corporation’s partially self-insured plan.
oOther noninterest expense of $2,507,000 increased $623,000 from the first quarter 2022. Within this category, significant variances included the following:
In the first quarter 2022 the allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $242,000 with no comparable amount in the first quarter 2023.
Other operational losses totaled $206,000, an increase of $82,000.
Net collection expense totaled $44,000 in the first quarter 2023, an increase of $85,000 over net recoveries of $41,000 in the first quarter 2022.
Advertising expense totaled $213,000 in the first quarter 2023, an increase of $77,000 reflecting expenses related to social media strategy and brand monitoring analysis.
oProfessional fees of $937,000 increased $448,000, including $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.
oData processing and telecommunications of $1,936,000 increased $313,000 from the first quarter 2022, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The income tax provision was $1,409,000, or 18.4% of pre-tax income for the first quarter 2023, as compared to $1,483,000, or 17.7% of pre-tax income for the fourth quarter 2022. The decrease in income tax provision reflected the decrease in pre-tax income of $716,000.

TABLE I – QUARTERLY FINANCIAL DATA

(Dollars In Thousands,

For the Three Months Ended :

Except Per Share Data)

March 31, 

December 31,

September 30,

June 30, 

March 31, 

(Unaudited)

    

2023

    

2022

2022

    

2022

    

2022

Interest income

$

26,139

$

25,855

$

23,710

$

21,309

$

21,773

Interest expense

 

5,358

 

3,563

 

2,831

 

1,684

 

1,441

Net interest income

 

20,781

 

22,292

 

20,879

 

19,625

 

20,332

(Credit) provision for credit losses

 

(352)

 

2,262

 

3,794

 

308

 

891

Net interest income after (credit) provision for credit losses

 

21,133

 

20,030

 

17,085

 

19,317

 

19,441

Noninterest income

 

5,616

 

6,109

 

5,671

 

6,829

 

5,823

Noninterest expense

 

19,087

 

16,587

 

17,443

 

17,039

 

16,886

Income before income tax provision

 

7,662

 

9,552

 

5,313

 

9,107

 

8,378

Income tax provision

 

1,409

 

1,773

 

858

 

1,618

 

1,483

Net income

$

6,253

$

7,779

$

4,455

$

7,489

$

6,895

Net income attributable to common shares

$

6,201

$

7,711

$

4,416

$

7,419

$

6,835

Basic earnings per common share

$

0.40

$

0.50

$

0.29

$

0.48

$

0.44

Diluted earnings per common share

$

0.40

$

0.50

$

0.29

$

0.48

$

0.44

NONINTEREST INCOME

TABLE II – COMPARISON OF NONINTEREST INCOME

(Dollars in Thousands)

Three Months Ended

 

March 31, 

$

%

 

    

2023

2022

    

Change

Change

 

Trust revenue

$

1,777

$

1,786

$

(9)

(0.5)

%

Brokerage and insurance revenue

 

430

522

(92)

(17.6)

%

Service charges on deposit accounts

 

1,290

1,235

55

4.5

%

Interchange revenue from debit card transactions

 

1,007

963

44

4.6

%

Net gains from sales of loans

 

74

382

(308)

(80.6)

%

Loan servicing fees, net

 

122

210

(88)

(41.9)

%

Increase in cash surrender value of life insurance

 

138

135

3

2.2

%

Other noninterest income

 

771

588

183

31.1

%

Realized gains on available-for-sale debt securities, net

7

2

5

250.0

%

Total noninterest income

$

5,616

$

5,823

$

(207)

(3.6)

%

NONINTEREST EXPENSE

TABLE III - COMPARISON OF NONINTEREST EXPENSE

(Dollars in Thousands)

 Three Months Ended 

 

March 31, 

 $ 

 % 

 

 

2023

 

2022

 

 Change 

 

 Change 

Salaries and employee benefits

    

$

11,427

    

$

10,607

    

$

820

    

7.7

%

Net occupancy and equipment expense

 

1,402

 

1,411

 

(9)

 

(0.6)

%

Data processing and telecommunications expense

 

1,936

 

1,623

 

313

 

19.3

%

Automated teller machine and interchange expense

 

475

 

384

 

91

 

23.7

%

Pennsylvania shares tax

 

403

 

488

 

(85)

 

(17.4)

%

Professional fees

 

937

 

489

 

448

 

91.6

%

Other noninterest expense

2,507

1,884

623

33.1

%

Total noninterest expense

$

19,087

$

16,886

$

2,201

 

13.0

%

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

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.

Allowance for Credit Losses on Loans – A material estimate that is particularly susceptible to significant change is the determination of the allowance for credit losses (ACL) on loans. The Corporation maintains an ACL on loans which represents management’s estimate of expected net charge-offs over the life of the loans. The ACL includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis). Management considers the determination of the ACL on loans to be critical because it requires significant judgment regarding estimates of expected credit losses based on the Corporation’s historical loss experience, current conditions and economic forecasts. Management’s evaluation is based upon a continuous review of the Corporation’s loans, with consideration given to evaluations resulting from examinations performed by regulatory authorities. Note 6 to the unaudited consolidated financial statements provides an overview of the process management uses for determining the ACL, and additional discussion of the ACL is provided in a separate section of Management’s Discussion and Analysis.

The ACL may increase or decrease due to changes in economic conditions affecting borrowers and macroeconomic variables, including new information regarding existing problem loans, identification of additional problem loans, changes in the fair value of underlying collateral, unforeseen events such as natural disasters and pandemics, and other factors. Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly.

Fair Value of Available-For-Sale Debt Securities – 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.

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 IV, V and VI include information regarding the Corporation’s net interest income for the three-month periods ended March 31, 2023 and 2022. 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. The Corporation believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing returns on tax-exempt securities and loans with returns on taxable securities and loans. 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.

Three-Month Periods Ended March 31, 2023 and 2022

For the three-month periods, fully taxable equivalent net interest income (a non-GAAP measure) was $21,050,000 in 2023, which was $416,000 (2.0%) higher than in 2022. Interest income in the first quarter 2023 was $26,408,000 which was $4,333,000 higher as compared to 2022. Interest expense of $5,358,000 in 2023 was $3,917,000 higher than in 2022. As presented in Table V, the Net Interest Margin was 3.71% in 2023 as compared to 3.86% in 2022, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) decreased to 3.30% in 2023 from 3.73% in 2022. The average yield on earning assets of 4.66% was 0.53% higher in 2023 as compared to 2022, and the average rate on interest-bearing liabilities of 1.36% in 2023 was 0.96% higher. Contributing to the comparatively lower margin and spread, total interest and fees on loans in the first quarter

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2022 included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable amount in the first quarter 2023.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $26,408,000 in 2023, an increase of $4,333,000, or 19.6% from 2022.

Interest and fees from loans receivable increased $4,022,000 in 2023 as compared to 2022. The fully taxable equivalent yield on loans in 2023 was 5.44% compared to 5.01% in 2022. Average outstanding loans receivable increased $178,002,000 (11.5%) to $1,725,863,000 in 2023 from $1,547,861,000 in 2022. In the first quarter 2022, total interest and fees on loans included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable income in 2023.

Income from interest-bearing due from banks totaled $278,000 in 2023, an increase of $211,000 from the total for 2022. The average yield on interest-bearing due from banks was 3.56% in 2023 and 0.32% in 2022. The average balance of interest-bearing due from banks was $31,637,000 in 2023 as compared to $84,115,000 in 2022. Within this category, the largest asset balance in 2023 and 2022 has been interest-bearing deposits held with the Federal Reserve.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $104,000 in 2023 as compared to 2022, as the average balance (at amortized cost) of available-for-sale debt securities increased $6,867,000. The average yield on available-for-sale debt securities was 2.23% for 2023, up slightly from 2.18% in 2022.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense increased $3,917,000 to $5,358,000 in 2023 from $1,441,000 in 2022. Interest expense on deposits increased $2,320,000, as the average rate on interest-bearing deposits increased to 0.94% in 2023 from 0.26% in 2022. The increase in average rate on deposits includes increases of 1.13% on time deposits, 0.74% on money market accounts and 0.69% on interest checking accounts.

Average total deposits (interest-bearing and noninterest-bearing) remained stable with $1,931,126,000 for the first quarter 2023 compared to $1,931,681,000 for the first quarter 2022. Average interest checking deposits increased $38,147,000, average time deposits increased $35,092,000 and the average total balance of other categories of noninterest-bearing demand and other deposits increased $18,464,000, while average money market accounts decreased $92,258,000.

Interest expense on short-term borrowings in 2023 was $1,097,000 in 2023 as compared to $1,000 in 2022. The average balance of short-term borrowings increased to $91,767,000 in 2023 from $1,746,000 in 2022. The average rate on short-term borrowings was 4.85% in 2023 compared to 0.23% in 2022.

Interest expense on long-term borrowings (FHLB advances) increased $632,000 to $681,000 in 2023 from $49,000 in 2022. The average balance of long-term borrowings was $80,648,000 in 2023, up from an average balance of $26,102,000 in 2022. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was 3.42% in 2023 compared to 0.76% in 2022.

Interest expense on subordinated debt decreased $133,000 to $230,000 in 2023 from $363,000 in 2022. The average balance of subordinated debt decreased to $24,620,000 in 2023 from $32,948,000 in 2022. The average rate on subordinated debt decreased to 3.79% in 2023 from 4.47% in 2022. In the second quarter 2022, the Corporation redeemed subordinated debt with aggregate par values of $8.5 million and a weighted average interest rate of 6.29%.

More information regarding the terms of borrowed funds is provided in Note 8 to the unaudited consolidated financial statements.

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TABLE IV - ANALYSIS OF INTEREST INCOME AND EXPENSE

Three Months Ended

March 31, 

Increase/

(In Thousands)

    

2023

    

2022

    

(Decrease)

INTEREST INCOME

Interest-bearing due from banks

$

278

$

67

$

211

Available-for-sale debt securities:

 

 

 

Taxable

 

2,211

 

1,969

 

242

Tax-exempt

 

767

 

905

 

(138)

Total available-for-sale debt securities

 

2,978

 

2,874

 

104

Loans receivable:

 

 

 

Taxable

 

22,428

 

17,974

 

4,454

Paycheck Protection Program

3

575

(572)

Tax-exempt

 

713

 

573

 

140

Total loans receivable

 

23,144

 

19,122

 

4,022

Other earning assets

 

8

 

12

 

(4)

Total Interest Income

 

26,408

 

22,075

 

4,333

INTEREST EXPENSE

 

 

 

Interest-bearing deposits:

 

 

 

Interest checking

 

987

 

194

 

793

Money market

 

873

 

262

 

611

Savings

 

63

 

61

 

2

Time deposits

 

1,307

 

393

 

914

Total interest-bearing deposits

 

3,230

 

910

 

2,320

Borrowed funds:

 

 

 

Short-term

 

1,097

 

1

 

1,096

Long-term - FHLB advances

 

681

 

49

 

632

Senior notes, net

120

118

2

Subordinated debt, net

 

230

 

363

 

(133)

Total borrowed funds

 

2,128

 

531

 

1,597

Total Interest Expense

 

5,358

 

1,441

 

3,917

Net Interest Income

$

21,050

$

20,634

$

416

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis (a non-GAAP measure), using the Corporation’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands)

Three Months Ended

March 31, 

Increase/

2023

    

2022

    

(Decrease)

Net Interest Income Under U.S. GAAP

$

20,781

$

20,332

$

449

Add: fully taxable-equivalent interest income adjustment from tax-exempt securities

127

183

(56)

Add: fully taxable-equivalent interest income adjustment from tax-exempt loans

142

119

23

Net Interest Income as adjusted to a fully taxable-equivalent basis

$

21,050

$

20,634

$

416

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE V - Analysis of Average Daily Balances and Rates

(Dollars in Thousands)

Three Months

Three Months

 

Ended

Rate of

Ended

Rate of

 

3/31/2023

Return/

3/31/2022

Return/

 

Average

Cost of

Average

Cost of

 

    

Balance

    

Funds %

    

Balance

    

Funds %

 

EARNING ASSETS

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

31,637

 

3.56

%  

$

84,115

 

0.32

%

Available-for-sale debt securities, at amortized cost:

 

 

  

 

 

Taxable

410,110

 

2.19

%  

390,301

 

2.05

%

Tax-exempt

 

131,392

 

2.37

%  

 

144,334

 

2.54

%

Total available-for-sale debt securities

 

541,502

 

2.23

%  

 

534,635

 

2.18

%

Loans receivable:

 

  

 

  

 

  

 

  

Taxable

 

1,633,850

 

5.57

%  

 

1,445,353

 

5.04

%

Paycheck Protection Program

162

7.51

%  

18,849

12.37

%

Tax-exempt

 

91,851

 

3.15

%  

 

83,659

 

2.78

%

Total loans receivable

 

1,725,863

 

5.44

%  

 

1,547,861

 

5.01

%

Other earning assets

 

1,200

 

2.70

%  

 

1,983

 

2.45

%

Total Earning Assets

 

2,300,202

 

4.66

%  

 

2,168,594

 

4.13

%

Cash

 

22,276

 

  

 

20,703

 

  

Unrealized loss on securities

 

(60,055)

 

  

 

(2,508)

 

  

Allowance for loan losses

 

(17,053)

 

  

 

(13,783)

 

  

Bank-owned life insurance

31,267

30,720

Bank premises and equipment

 

21,518

 

  

 

21,043

 

  

Intangible assets

 

55,331

 

  

 

55,765

 

  

Other assets

 

67,333

 

  

 

44,952

 

  

Total Assets

$

2,420,819

 

  

$

2,325,486

 

  

 

  

 

 

  

 

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

Interest checking

$

457,277

 

0.88

%  

$

419,130

 

0.19

%

Money market

 

364,646

 

0.97

%  

 

456,904

 

0.23

%

Savings

 

257,047

 

0.10

%  

 

249,165

 

0.10

%

Time deposits

 

312,497

 

1.70

%  

 

277,405

 

0.57

%

Total interest-bearing deposits

 

1,391,467

 

0.94

%  

 

1,402,604

 

0.26

%

Borrowed funds:

 

  

 

 

  

 

Short-term

 

91,767

 

4.85

%  

 

1,746

 

0.23

%

Long-term - FHLB advances

 

80,648

 

3.42

%  

 

26,102

 

0.76

%

Senior notes, net

14,773

3.29

%

14,709

3.25

%

Subordinated debt, net

 

24,620

 

3.79

%  

 

32,948

 

4.47

%

Total borrowed funds

 

211,808

 

4.07

%  

 

75,505

 

2.85

%

Total Interest-bearing Liabilities

 

1,603,275

 

1.36

%  

 

1,478,109

 

0.40

%

Demand deposits

 

539,659

 

  

 

529,077

 

  

Other liabilities

 

25,247

 

  

 

24,046

 

  

Total Liabilities

 

2,168,181

 

  

 

2,031,232

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

299,599

 

  

 

295,996

 

  

Accumulated other comprehensive loss

 

(46,961)

 

  

 

(1,742)

 

  

Total Stockholders' Equity

 

252,638

 

  

 

294,254

 

  

Total Liabilities and Stockholders' Equity

$

2,420,819

 

  

$

2,325,486

 

  

Interest Rate Spread

 

  

 

3.30

%  

 

  

 

3.73

%

Net Interest Income/Earning Assets

 

  

 

3.71

%  

 

  

 

3.86

%

 

  

 

  

 

  

 

  

Total Deposits (Interest-bearing and Demand)

$

1,931,126

 

  

$

1,931,681

 

  

(1)Annualized 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 21%.
(2)Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3)Rates of return on earning assets and costs of funds are presented on an annualized basis.

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TABLE VI - ANALYSIS OF VOLUME AND RATE CHANGES

(In Thousands)

Three Months Ended 3/31/23 vs. 3/31/22

Change in

Change in

Total

    

Volume

    

Rate

    

Change

EARNING ASSETS

 

  

 

  

 

  

Interest-bearing due from banks

$

(67)

$

278

$

211

Available-for-sale debt securities:

 

 

 

Taxable

 

103

 

139

 

242

Tax-exempt

 

(78)

 

(60)

 

(138)

Total available-for-sale debt securities

 

25

 

79

 

104

Loans receivable:

 

  

 

  

 

Taxable

 

2,480

 

1,974

 

4,454

Paycheck Protection Program

(410)

(162)

(572)

Tax-exempt

 

59

 

81

 

140

Total loans receivable

 

2,129

 

1,893

 

4,022

Other earning assets

 

(5)

 

1

 

(4)

Total Interest Income

 

2,082

 

2,251

 

4,333

 

  

 

  

 

  

INTEREST-BEARING LIABILITIES

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

Interest checking

 

20

 

773

 

793

Money market

 

(63)

 

674

 

611

Savings

 

2

 

0

 

2

Time deposits

 

56

 

858

 

914

Total interest-bearing deposits

 

15

 

2,305

 

2,320

Borrowed funds:

 

 

 

Short-term

 

792

 

304

 

1,096

Long-term - FHLB advances

 

236

 

396

 

632

Senior notes, net

1

1

2

Subordinated debt, net

 

(83)

 

(50)

 

(133)

Total borrowed funds

 

946

 

651

 

1,597

Total Interest Expense

 

961

 

2,956

 

3,917

 

 

 

Net Interest Income

$

1,121

$

(705)

$

416

(1)Changes in income on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.
(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.

INCOME TAXES

The income tax provision in interim periods is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The income tax provision for the first quarter 2023 was $1,409,000, which was $74,000 lower than the provision for the first quarter 2022. The effective tax rate (tax provision as a percentage of pre-tax income) was 18.4% in the first quarter 2023 compared to 17.7% in the first quarter 2022. The Corporation’s effective tax rates differ from the statutory rate of 21% principally because of the effects of tax-exempt interest income, state income taxes and other permanent differences.

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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. The net deferred tax asset at March 31, 2023 and December 31, 2022 represents the following temporary difference components:

    

March 31, 

    

December 31, 

(In Thousands)

2023

2022

Deferred tax assets:

 

  

 

  

Unrealized holding losses on securities

$

11,504

$

13,391

Allowance for credit losses on loans

4,029

3,648

Purchase accounting adjustments on loans

 

573

 

938

Deferred compensation

1,198

1,149

Operating leases liability

 

876

 

907

Deferred loan origination fees

 

710

 

779

Net operating loss carryforward

630

659

Accrued incentive compensation

170

354

Other deferred tax assets

 

1,212

 

1,115

Total deferred tax assets

 

20,902

 

22,940

 

  

 

  

Deferred tax liabilities:

 

  

 

  

Defined benefit plans - ASC 835

 

125

 

129

Bank premises and equipment

 

283

 

298

Core deposit intangibles

 

610

 

633

Right-of-use assets from operating leases

 

876

 

907

Other deferred tax liabilities

 

94

 

89

Total deferred tax liabilities

 

1,988

 

2,056

Deferred tax asset, net

$

18,914

$

20,884

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.

Management believes the recorded net deferred tax asset at March 31, 2023 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings.

SECURITIES

Management continually evaluates several objectives in determining the size, securities mix and other characteristics of the available-for-sale debt securities (investment) portfolio. Key objectives include supporting liquidity needs and maximizing return on earning assets within reasonable risk parameters.

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The composition of the available-for-sale debt securities portfolio at March 31, 2023, December 31, 2022 and December 31, 2021 is as follows:

(Dollars In Thousands)

March 31, 2023

December 31, 2022

 

December 31, 2021

Amortized

Fair

Amortized

Fair

 

Amortized

Fair

 

Cost

 

Value

 

Cost

 

Value

Cost

 

Value

Obligations of the U.S. Treasury

$

33,924

$

31,163

$

35,166

$

31,836

$

25,058

$

24,912

Obligations of U.S. Government agencies

25,479

23,348

25,938

23,430

23,936

24,091

Bank holding company debt securities

28,947

24,723

28,945

25,386

18,000

17,987

Obligations of states and political subdivisions:

 

 

 

 

 

 

Tax-exempt

 

128,285

 

117,812

 

146,149

 

132,623

 

143,427

 

148,028

Taxable

 

67,076

 

57,572

 

68,488

 

56,812

 

72,182

 

72,765

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

  

 

  

 

  

 

  

 

  

 

  

Residential pass-through securities

 

109,028

 

97,807

 

112,782

 

99,941

 

98,048

 

98,181

Residential collateralized mortgage obligations

 

42,296

 

38,117

 

44,868

 

40,296

 

44,015

 

44,247

Commercial mortgage-backed securities

 

84,449

 

74,195

 

91,388

 

79,686

 

86,926

 

87,468

Private label commercial mortgage-backed securities

8,105

8,077

8,070

8,023

0

0

Total Available-for-Sale Debt Securities

$

527,589

$

472,814

$

561,794

$

498,033

$

511,592

$

517,679

Aggregate Unrealized (Loss) Gain

$

(54,775)

$

(63,761)

$

6,087

Aggregate Unrealized (Loss) Gain as a % of Amortized Cost

(10.4)

%

(11.3)

%

1.2

%

Market Yield on 5-Year U.S. Treasury Obligations (a)

3.60

%

3.99

%

1.26

%

(a) Source: Treasury.gov (Daily Treasury Par Yield Curve Rates)

As reflected in the table above, the fair value of available-for-sale securities was lower than the amortized cost basis by $54,775,000, or 10.4% at March 31, 2023 and $63,761,000 (11.3%) at December 31, 2022. In comparison, the aggregate unrealized gain position was $6,087,000 (1.2%) at December 31, 2021. The volatility in the fair value of the portfolio, including the significant reduction in fair value in 2022, resulted from changes in interest rates. As shown above, the market yield on the 5-year U.S. Treasury Note was 0.39% lower at March 31, 2023 in comparison to December 31, 2022, and 2.34% higher than at December 31, 2021.

Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 3, Quantitative and Qualitative Disclosures about Market Risk.

As described in Note 5 to the unaudited, consolidated financial statements, management determined the Corporation does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at March 31, 2023 before it is able to recover the amortized cost basis. Further, management reviewed the Corporation’s holdings as of March 31, 2023 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at March 31, 2023, other than securities issued or guaranteed by U.S. Government entities or agencies, is as follows:

Bank holding company debt securities – All of the Corporation’s holdings of bank holding company debt securities were investment grade and there have been no payment defaults. There were seven securities with face amounts ranging from $3 million to $5 million, including one senior security and six subordinated securities. All of the issuers have publicly traded common stock. At March 31, 2023, the securities have external ratings ranging from BBB-/Baa3 to A-.
Obligations of states and political subdivisions (municipal bonds) – All of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at March 31, 2023, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA or prerefunded – 23% of the portfolio; AA – 70%; A – 7%.

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Private label commercial mortgage-backed securities (PLCMBS) – There were two PLCMBS securities, both of which were from the most senior payment (subordination) classes of their respective issuances. These securities were investment grade (rated Aaa), and there have been no payment defaults on these securities.

Based on the results of management’s assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2023.

FINANCIAL CONDITION

This section includes information regarding the Corporation’s lending activities or other significant changes or exposures that are not otherwise addressed in Management’s Discussion and Analysis. 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 securities, the allowance for credit losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. Management does not expect the amount of purchases of bank premises and equipment to have a material, detrimental effect on the Corporation’s financial condition in 2023.

Table VII shows the composition of the loan portfolio at March 31, 2023 and at year-end from 2018 through 2022. The segments presented in Table VII have been revised from those used in prior year disclosures to be consistent with the pools used in determining the collectively evaluated portion of the allowance for credit losses based on the CECL methodology in 2023.

As presented in Table VII, total loans outstanding at March 31, 2023 of $1,745,139,000 was more than double the corresponding total at December 31, 2018. The increase in loans outstanding includes the impact of acquisitions of banks located in Southeastern Pennsylvania in 2018 and 2019. Primarily as a result of the acquisitions, as well as expansion by opening 2 offices in Southcentral Pennsylvania, the mix of the loan portfolio has changed to become predominantly commercial in nature. At March 31, 2023, commercial loans represented 74% of the portfolio while residential loans totaled 23% of the portfolio; in comparison, commercial loans totaled 48% and residential loans totaled 47% of the portfolio at December 31, 2018.

Table VII shows an increase in commercial and industrial loans to $222,923,000 at December 31, 2020 followed by reductions in 2021, 2022 and the first quarter 2023. The elevated balance of commercial and industrial loans at December 31, 2020 included Paycheck Protection Program (PPP) loans of $132,269,000, a substantial portion of which were subsequently repaid. The outstanding balance of PPP loans was $155,000 at March 31, 2023.

At March 31, 2023, gross loans outstanding increased $5,099,000 from December 31, 2022. Gross loans outstanding at December 31, 2022 increased $175,191,000, or 11.2%, from the total at December 31, 2021. The pace of loan growth in 2023 will depend on the impact of potential further increases in interest rates, potential deterioration in economic conditions and other factors.

While the Corporation’s lending activities are primarily concentrated in its market areas, a portion of the Corporation’s commercial loan segment consists of participation loans. Participation loans represent portions of larger commercial transactions for which other institutions are the “lead banks”. Although not the lead bank, the Corporation conducts detailed underwriting and monitoring of participation loan opportunities. Total participation loans outstanding amounted to $42,047,000 at March 31, 2023, down from $44,723,000 at December 31, 2022.

At March 31, 2023, the total recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $95,524,000, or 5.5% of total gross loans receivable. Within this segment, at March 31, 2023, there was 1 loan with a recorded investment of $2,615,000 risk rated as Special Mention with no related ACL, and 1 loan with a recorded investment of $1,379,000 risk rated as Substandard and nonaccrual with an ACL of $182,000. The remainder of the non-owner occupied commercial real estate loans for the primary purpose of office space utilization totaling $91,530,000 were accruing interest and risk rated Pass at March 31, 2023.

The Corporation originates and sells residential mortgage loans to the secondary market through the MPF Xtra program administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Xtra program consist primarily of conforming, prime loans sold to the Federal National Mortgage Association (Fannie Mae), a quasi-government

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entity. The Corporation also originates and sells residential mortgage loans to the secondary market through the MPF Original program, administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Original program consist primarily of conforming, prime loans sold to the Federal Home Loan Bank of Pittsburgh. In late 2019, the Corporation began to originate and sell larger-balance, nonconforming mortgages under the MPF Direct Program, which is also administered by the Federal Home Loan Banks of Pittsburgh and Chicago. The Corporation does not retain servicing rights for loans sold under the MPF Direct Program. Through March 31, 2023, the Corporation’s activity under the MPF Direct Program has been minimal.

For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At March 31, 2023, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $1,376,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2022 was $1,515,000.

At March 31, 2023, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $331,326,000, including loans sold through the MPF Xtra program of $153,437,000 and loans sold through the Original program of $167,889,000. At December 31, 2022, outstanding balances of loans sold and serviced through the two programs totaled $325,677,000, including loans sold through the MPF Xtra program of $155,506,000 and loans sold through the Original Program of $170,171,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of March 31, 2023 and December 31, 2022.

The Corporation is a participating SBA lender. Under the terms of its arrangements with the SBA, the Corporation may originate loans to commercial borrowers, with full-or-partial guarantees by the SBA, subject to the SBA’s underwriting and documentation requirements. Pursuant to an acquisition, the Corporation acquired loans with partial SBA guarantees, or in some cases, loans where the SBA-guaranteed portion of the loans had been sold back to the SBA subject to ongoing compliance with SBA underwriting and documentation requirements. As part of its due diligence, the Corporation reviewed all the purchased loans originated through the various SBA loan programs as of July 1, 2020 and recorded an allowance for SBA claim adjustments. Determination of the allowance was subjective in nature and was based on the Corporation’s assessment of the credit quality of the loans and the quality of the documentation supporting compliance with SBA requirements. The Corporation’s total exposure related to SBA guarantees on purchased loans was $4,799,000 at March 31, 2023 and $4,847,000 at December 31, 2022 with an allowance for SBA claim adjustments (included in accrued interest and other liabilities in the consolidated balance sheets) of $90,000 at March 31, 2023 and December 31, 2022. In the three months ended March 31, 2023, the Corporation did not record an increase or reduction in other noninterest expense related to amounts realized on SBA claims in excess of prior estimates, as compared to a reduction of $242,000 in the three months ended March 31, 2022.

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TABLE VII - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type

(In Thousands)

March 31, 

December 31, 

    

2023

    

2022

    

2021

    

2020

    

2019

    

2018

Commercial real estate - nonowner occupied:

 

 

  

 

  

 

  

 

  

 

  

Nonowner occupied

$

457,814

$

454,386

$

358,352

$

328,662

$

208,579

$

115,128

Multi-family (5 or more) residential

58,111

55,406

49,054

54,893

30,474

7,104

1-4 Family - commercial purpose

166,773

165,805

175,027

198,918

147,121

35,176

Total commercial real estate - nonowner occupied

682,698

675,597

582,433

582,473

386,174

157,408

Commercial real estate - owner occupied

221,766

205,910

196,083

191,075

78,729

38,478

All other commercial loans:

Commercial and industrial

83,420

95,368

118,488

222,923

67,288

49,947

Commercial lines of credit

119,109

141,444

106,338

105,802

92,509

65,492

Political subdivisions

85,555

86,663

75,401

46,295

46,054

49,037

Commercial construction and land

70,612

60,892

59,505

41,000

32,717

11,126

Other commercial loans

26,106

25,710

26,498

29,310

28,735

23,130

Total all other commercial loans

384,802

410,077

386,230

445,330

267,303

198,732

Residential mortgage loans:

1-4 Family - residential

372,241

363,005

327,593

356,532

388,415

360,195

1-4 Family residential construction

29,479

30,577

23,151

18,736

14,640

24,698

Total residential mortgage

401,720

393,582

350,744

375,268

403,055

384,893

Consumer loans:

Consumer lines of credit (including HELOCs)

35,245

36,650

33,522

34,566

30,810

31,955

All other consumer

18,908

18,224

15,837

15,497

16,151

16,097

Total consumer

54,153

54,874

49,359

50,063

46,961

48,052

Total

1,745,139

1,740,040

1,564,849

1,644,209

1,182,222

827,563

Less: allowance for credit losses on loans

(18,346)

(16,615)

(13,537)

 

(11,385)

 

(9,836)

 

(9,309)

Loans, net

$

1,726,793

$

1,723,425

$

1,551,312

$

1,632,824

$

1,172,386

$

818,254

PROVISION AND ALLOWANCE FOR CREDIT LOSSES

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. Note 1 to the unaudited consolidated financial statements provides a detailed explanation of the Corporation’s adopted accounting policies related to the application of CECL.

Effective January 1, 2023, the Corporation adopted ASC 326 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”). At January 1, 2023, the impact of adopting CECL included an increase in gross loans receivable of $806,000 as compared to December 31, 2022 and an increase in the allowance for credit losses of $2,104,000 as compared to the allowance for loan losses determined under the Incurred Loss method at December 31, 2022.

The credit for credit losses (reduction in expense) was $352,000 in the first quarter 2023 as compared to the first quarter 2022 provision for loan losses of $891,000. The credit for credit losses in the first quarter 2023 resulted mainly from a reduction in the allowance related to the commercial segment of the portfolio. The net credit for loan losses in the first quarter 2023 included the impact of a reduction in qualitative factors applied to commercial loan pools, mainly due to an improvement in data used to evaluate commercial real estate values in the Corporation’s relevant market areas at March 31, 2023 as compared to January 1, 2023, along with a reduction in the

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historical net charge-off percentage for non-owner occupied commercial real estate. These adjustments were partially offset by the impact of an increase in the allowance at March 31, 2023 as compared to January 1, 2023 based on changes in the economic forecast. Within the net credit for credit losses on loans in the first quarter 2023, the provision related to specific loans was $205,000, including net charge-offs of $61,000 and an increase in specific allowances on loans of $144,000. In comparison, the first quarter 2022 provision included a net charge of $147,000 related to specific loans (net charge-offs of $157,000 offset by a net decrease in specific allowances on loans of $10,000).

Table X shows that total nonperforming assets as a percentage of total assets was 0.60% at March 31, 2023, down from 1.04% at December 31, 2022 and lower than that at year-end 2018 through 2021. Total nonperforming assets were $14.6 million at March 31, 2023, down from $25.6 million at December 31, 2022. Similarly, total loans individually evaluated for credit loss decreased to $9.3 million at March 31, 2023 from $19.4 million at December 31, 2022. The net decrease in nonperforming assets at March 31, 2023 compared to December 31, 2022 included the impact of a $10.0 million payoff in the first quarter 2023 on a commercial loan relationship that was classified as nonaccrual at December 31, 2022. The reduction also included a paydown of $2,180,000 in the first quarter 2023 on a commercial loan for which partial charge-offs totaling $3,942,000 were recorded in 2022. The remaining carrying value of this loan was $474,000 at March 31, 2023. These reductions were partially offset by the addition to nonaccrual of a commercial loan relationship totaling $1,931,000 at March 31, 2023. Based on an estimate of the liquidation value of the real estate collateralizing the relationship, an allowance of $182,000 was recorded at March 31, 2023.

In the first quarter 2023, net charge-offs were minimal by historical standards, totaling $61,000. Table VIII shows annual average net charge-off rates ranging from a high of 0.26% in 2022 to a low of 0.02% in 2018.

Over the period 2018-2022 and the first three months of 2023, each period 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 individual loans, and may significantly impact the provision for credit losses and the amount of total charge-offs reported in any one period.

Management believes it has been conservative in its decisions concerning identification of loans requiring individual evaluation for credit loss, 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, 2023. 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 VIII through X present historical data related to loans and the allowance for credit losses.

TABLE VIII - ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES

(Dollars In Thousands)

Three Months Ended

 

March 31, 

March 31, 

Years Ended December 31, 

    

2023

    

2022

  

  

2022

    

2021

    

2020

    

2019

    

2018

 

Balance, beginning of year

$

16,615

$

13,537

$

13,537

$

11,385

$

9,836

$

9,309

$

8,856

Increase due to adoption of CECL

 

2,104

 

0

 

0

 

0

 

0

 

0

 

0

Charge-offs

 

(67)

 

(180)

 

(4,245)

 

(1,575)

 

(2,465)

 

(379)

 

(497)

Recoveries

 

6

 

23

 

68

 

66

 

101

 

57

 

366

Net charge-offs

 

(61)

 

(157)

 

(4,177)

 

(1,509)

 

(2,364)

 

(322)

 

(131)

(Credit) provision for credit losses

 

(312)

 

891

 

7,255

 

3,661

 

3,913

 

849

 

584

Balance, end of period

$

18,346

$

14,271

$

16,615

$

13,537

$

11,385

$

9,836

$

9,309

Net charge-offs as a % of average loans

 

0.00

%  

 

0.01

%  

 

0.26

%  

 

0.09

%  

 

0.16

%  

 

0.03

%  

 

0.02

%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE IX - COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES

UPON ADOPTION OF CECL

(In Thousands)

March 31,

January 1,

2023

2023

Loans individually evaluated

$

895

$

751

Loans collectively evaluated:

Commercial real estate - nonowner occupied

9,045

9,641

Commercial real estate - owner occupied

1,759

1,765

All other commercial loans

3,477

3,914

Residential mortgage

2,864

2,407

Consumer

306

241

Total Allowance

$

18,346

$

18,719

PRIOR TO CECL ADOPTION

(In Thousands)

As of December 31, 

2022

    

2021

    

2020

    

2019

    

2018

ASC 310 - Impaired loans - individually evaluated

$

453

$

740

$

925

$

1,051

$

1,605

ASC 450 - Collectively evaluated:

 

  

 

  

 

  

 

  

 

  

Commercial

 

10,845

 

7,553

 

5,545

 

3,913

 

3,102

Residential mortgage

 

4,073

 

4,338

 

4,091

 

4,006

 

3,870

Consumer

 

244

 

235

 

239

 

281

 

233

Unallocated

 

1,000

 

671

 

585

 

585

 

499

Total Allowance

$

16,615

$

13,537

$

11,385

$

9,836

$

9,309

TABLE X - PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

March 31, 

As of December 31, 

 

    

2023

    

2022

    

2021

    

2020

    

2019

    

2018

 

Loans individually evaluated with a valuation allowance

$

5,802

$

3,460

$

6,540

$

8,082

$

3,375

$

4,851

Loans individually evaluated without a valuation allowance

 

3,507

 

14,871

 

2,636

 

2,895

 

1,670

 

4,923

Purchased credit impaired loans

0

1,027

6,558

6,841

441

0

Total impaired loans

$

9,309

$

19,358

$

15,734

$

17,818

$

5,486

$

9,774

Total loans past due 30-89 days and still accruing

$

5,493

$

7,079

$

5,106

$

5,918

$

8,889

$

7,142

Nonperforming assets:

 

 

  

 

  

 

  

 

  

 

  

Purchased credit impaired loans

$

0

$

1,027

$

6,558

$

6,841

$

441

$

0

Other nonaccrual loans

12,876

22,058

12,441

14,575

8,777

13,113

Total nonaccrual loans

12,876

23,085

18,999

21,416

9,218

13,113

Total loans past due 90 days or more and still accruing

 

1,216

 

2,237

 

2,219

 

1,975

 

1,207

 

2,906

Total nonperforming loans

 

14,092

 

25,322

 

21,218

 

23,391

 

10,425

 

16,019

Foreclosed assets held for sale (real estate)

 

459

 

275

 

684

 

1,338

 

2,886

 

1,703

Total nonperforming assets

$

14,551

$

25,597

$

21,902

$

24,729

$

13,311

$

17,722

Total nonperforming loans as a % of loans

 

0.81

%  

 

1.46

%  

 

1.36

%  

 

1.42

%  

 

0.88

%  

 

1.94

%

Total nonperforming assets as a % of assets

 

0.60

%  

 

1.04

%  

 

0.94

%  

 

1.10

%  

 

0.80

%  

 

1.37

%

Allowance for credit losses as a % of total loans

 

1.05

%  

 

0.95

%  

 

0.87

%  

 

0.69

%  

 

0.83

%  

 

1.12

%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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.

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 debt securities with a carrying value of $23,314,000 at March 31, 2023.

The Corporation’s outstanding, available, and total credit facilities at March 31, 2023 and December 31, 2022 are as follows:

Outstanding

Available

Total Credit

(In Thousands)

    

March 31, 

    

December 31, 

    

March 31, 

    

December 31, 

    

March 31, 

    

December 31, 

2023

2022

2023

2022

2023

2022

Federal Home Loan Bank of Pittsburgh

$

201,357

$

150,099

$

655,577

$

689,279

$

856,934

$

839,378

Federal Reserve Bank Discount Window

 

0

 

0

 

22,340

 

23,107

 

22,340

 

23,107

Other correspondent banks

 

0

 

0

 

95,000

 

95,000

 

95,000

 

95,000

Total credit facilities

$

201,357

$

150,099

$

772,917

$

807,386

$

974,274

$

957,485

At March 31, 2023, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowings of $91,000,000, long-term borrowings of $98,649,000 and letters of credit totaling $11,708,000. At December 31, 2022, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowing of $77,000,000, long-term borrowings of $62,272,000 and letters of credit totaling $10,827,000. Additional information regarding borrowed funds is included in Note 8 to the unaudited consolidated financial statements.

Additionally, the Corporation uses “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 or use repurchase agreements placed with brokers to borrow funds secured by investment assets. In light of the unrealized loss at March 31, 2023 resulting from increases in interest rates in 2022, as described in more detail in the Securities section of Management’s Discussion and Analysis, management would be more likely in the near term to utilize securities as collateral for borrowings than to sell securities in such an emergency situation. At March 31, 2023, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $269,763,000.

Deposits totaled $1,916,040,000 at March 31, 2023, down $81,553,000 (4.1%) from $1,997,593,000 at December 31, 2022. Average total deposits of $1,931,126,000 for the first quarter 2023 were down $96,020,000 (4.7%) from the fourth quarter 2022 and were flat as compared to average deposits of $1,931,681,000 for the first quarter 2022. The reduction in total deposits included a reduction in the estimated amount of deposits in excess of FDIC insurance levels (uninsured deposit balances) of $75.6 million as compared to December 31, 2022. The net reduction in deposits resulted from several factors, including the impact of customer funds transferred to higher-yielding investment alternatives and seasonal reductions in municipal deposits. At March 31, 2023, the Corporation’s estimated uninsured deposits totaled $613.9 million, or 31.7% of total deposits, down from $689.4 million or 34.2% of total deposits at December 31, 2022. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $189.2 million, or 9.8% of total deposits at March 31, 2023.

The highly liquid sources of available funds described above, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh, unused availability on the Federal Reserve Bank of Philadelphia’s discount window, available federal funds lines with other banks and unencumbered available-for-sale debt securities totaled $1.043 billion at March 31, 2023. Available funding from these sources exceeded the amount of uninsured deposits noted above by 69.9% at March 31, 2023.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Despite the reduction in deposit balances in the first quarter 2023, based on the ample sources of highly liquid funds as described above, management believes the Corporation is well-positioned to meet its short-term and long-term funding obligations.

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at March 31, 2023; however, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies.

Details concerning capital ratios at March 31, 2023 and December 31, 2022 are presented below. Management believes, as of March 31, 2023, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows the Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at March 31, 2023 and December 31, 2022 exceed the Corporation’s Board policy threshold levels.

(Dollars in Thousands)

Minimum To Be

 

Minimum To Maintain

Well

 

Minimum

Capital Conservation

Capitalized Under

Minimum To Meet

 

Capital

Buffer at Reporting

Prompt Corrective

the Corporation's

 

Actual

Requirement

Date

Action Provisions

Policy Thresholds

 

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

 

March 31, 2023:

  

  

  

  

  

  

  

  

  

  

 

Total capital to risk-weighted assets:

  

  

  

  

  

  

  

  

  

  

 

Consolidated

$

287,182

16.49

%  

N/A

N/A

N/A

N/A

N/A

N/A

$

182,849

≥10.5

%

C&N Bank

 

268,292

 

15.44

%  

138,989

 

≥8

%

182,423

 

≥10.5

%

173,736

 

≥10

%

182,423

 

≥10.5

%

Tier 1 capital to risk-weighted assets:

 

 

 

 

 

 

  

 

 

  

 

 

  

Consolidated

 

243,024

 

13.96

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

148,021

 

≥8.5

%

C&N Bank

 

248,768

 

14.32

%  

104,242

 

≥6

%

147,676

 

≥8.5

%

138,989

 

≥8

%

147,676

 

≥8.5

%

Common equity tier 1 capital to risk-weighted assets:

 

  

 

  

 

 

  

 

 

  

 

 

  

 

  

Consolidated

 

243,024

 

13.96

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

121,900

 

≥7

%

C&N Bank

 

248,768

 

14.32

%  

78,181

 

≥4.5

%

121,615

 

≥7.0

%

112,928

 

≥6.5

%

121,615

 

≥7

%

Tier 1 capital to average assets:

 

 

 

 

  

 

 

  

 

 

  

 

 

  

Consolidated

 

243,024

 

10.07

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

193,026

 

≥8

%

C&N Bank

 

248,768

 

10.38

%  

95,868

 

≥4

%

N/A

 

N/A

 

119,835

 

≥5

%

191,737

 

≥8

%

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2022:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital to risk-weighted assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Consolidated

$

285,397

 

15.72

%  

N/A

 

N/A

N/A

 

N/A

 

N/A

 

N/A

$

190,590

 

≥10.5

%

C&N Bank

 

265,784

 

14.68

%  

144,873

 

≥8

%

190,145

 

≥10.5

%

181,091

 

≥10

%

 

190,145

 

≥10.5

%

Tier 1 capital to risk-weighted assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Consolidated

 

243,750

 

13.43

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

154,287

 

≥8.5

%

C&N Bank

 

248,744

 

13.74

%  

108,654

 

≥6

%

153,927

 

≥8.5

%

144,873

 

≥8

%

 

153,927

 

≥8.5

%

Common equity tier 1 capital to risk-weighted assets:

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Consolidated

 

243,750

 

13.43

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

127,060

 

≥7

%

C&N Bank

 

248,744

 

13.74

%  

81,491

 

≥4.5

%

126,764

 

≥7.0

%

117,709

 

≥6.5

%

 

126,764

 

≥7

%

Tier 1 capital to average assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Consolidated

 

243,750

 

10.11

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

192,941

 

≥8

%

C&N Bank

 

248,744

 

10.38

%  

95,826

 

≥4

%

N/A

 

N/A

 

119,783

 

≥5

%

 

191,652

 

≥8

%

In February 2021, the Corporation amended its treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of its common stock. In the first quarter 2023, 77,430 shares were repurchased for a total cost of $1,662,000, at an average price of $21.47 per share. Cumulatively through March 31, 2023, 752,130 shares have been repurchased for a total cost of $18,249,000, at an average price of $24.26 per share.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, 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.  Further, although the Corporation is no longer subject to the specific consolidated capital requirements described herein, the Corporation’s ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if the Corporation fails to hold capital commensurate with its overall risk profile.

To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule 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. At March 31, 2023, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:

Minimum common equity tier 1 capital ratio

    

4.5

%

Minimum common equity tier 1 capital ratio plus capital conservation buffer

 

7.0

%

Minimum tier 1 capital ratio

 

6.0

%

Minimum tier 1 capital ratio plus capital conservation buffer

 

8.5

%

Minimum total capital ratio

 

8.0

%

Minimum total capital ratio plus capital conservation buffer

 

10.5

%

A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios 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. Also, a banking organization is prohibited 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

%

At March 31, 2023, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was 7.44%.

The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale debt securities. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive (loss) income within stockholders’ equity. Accumulated other comprehensive (loss) income is excluded from the Bank’s and Corporation’s regulatory capital ratios. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $43,271,000 at March 31, 2023 and $50,370,000 at December 31, 2022. The increase in stockholders’ equity in the first three months of 2023 from the change in accumulated other comprehensive loss resulted from a decrease in interest rates. Changes in accumulated other comprehensive loss are excluded from earnings and directly increase or decrease stockholders’ equity. To the extent unrealized losses on available-for-sale debt securities result from credit losses, unrealized losses are recorded as a charge against earnings. The securities section of Management’s Discussion and Analysis and Notes 1 and 5 to the unaudited consolidated financial statements provide additional information concerning management’s evaluation of available-for-sale debt securities for credit losses at March 31, 2023.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices of the Corporation’s financial instruments. In addition to the effects of interest rates, the market prices of the Corporation’s available-for-sale debt securities 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 major category of market risk, interest rate risk, is discussed in the following section.

INTEREST RATE RISK

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the economic value of equity. For purposes of these calculations, the economic value of equity includes the discounted present 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 the amount of 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 projected results based on the model includes the impact of 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. Further, the projected results are impacted by assumptions regarding the run-off and the extent of sensitivity to interest rate changes of deposits with no stated maturity (checking, savings and money market accounts). 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 economic value of 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. As described in more detail below, the Corporation made changes in the estimated rate sensitivity of nonmaturity deposits in the March 31, 2023 analysis presented in Table XI.

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 economic value of equity from the baseline values based on current rates.

Table XI, which follows this discussion, is based on the results of calculations performed using the simulation model as of March 31, 2023 and December 31, 2022. In the analysis based on March 31, 2023 data, the amounts of net interest income and economic value of equity decrease in the upward rate scenarios. Further, net interest income also decreases slightly in the downward rate scenarios, reflecting the limitations on the benefit of falling rates on some deposit types due to a 0% assumed floor. The results based on March 31, 2023 data as presented in Table XI are significantly different from the results based on the modeling performed using December 31, 2022 data which showed the net interest income profile to be asset-sensitive. In the analysis based on March 31, 2023 data, management assumed that, in rising rate scenarios, the average rate to be paid on interest checking, savings and money market accounts would increase by a higher percentage of the baseline scenario as compared to the assumptions used in the December 31, 2022 analysis. This change reflects management’s assessment that, in light of significant increases in short-term interest rates that have occurred over the course of 2022 and year-to-date in 2023, the Corporation’s deposit rates would increase to a greater extent if such scenarios would occur. The Table also shows that as of the respective dates, despite the impact of the modeling changes related to deposits, the changes in net interest income and changes in economic value were within the policy limits in all scenarios.

Under U.S. generally accepted accounting principles, available-for-sale debt securities are carried at fair value as of each balance sheet date. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included

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in accumulated other comprehensive income (loss) within stockholders’ equity. Increases in interest rates have caused the fair value of the Corporation’s available-for-sale debt securities to decrease, resulting in an accumulated other comprehensive loss of $43.3 million at March 31, 2023. In contrast, most of the Corporation’s other financial instruments, including loans receivable (held for investment), deposits and borrowed funds are carried on the balance sheet at historical cost without adjustment for the impact of changes in interest rates.

TABLE XI – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES

March 31, 2023 Data

(In Thousands)

Period Ending March 31, 2024

Basis Point

Interest

Interest

Net Interest

NII

NII

Change in Rates

Income

Expense

Income (NII)

% Change

Risk Limit

+400

$

135,866

$

58,067

$

77,799

(13.6)

%

25.0

%

+300

130,871

47,820

83,051

(7.7)

%

20.0

%

+200

125,884

38,979

86,905

(3.5)

%

15.0

%

+100

120,817

31,419

89,398

(0.7)

%

10.0

%

0

115,538

25,510

90,028

0.0

%

0.0

%

-100

110,114

21,921

88,193

(2.0)

%

10.0

%

-200

104,633

18,562

86,071

(4.4)

%

15.0

%

Economic Value of Equity at March 31, 2023

Present

Present

Present

Basis Point

Value

Value

Value

Change in Rates

Equity

% Change

Risk Limit

+400

$

328,395

(24.8)

%

50.0

%

+300

364,273

(16.6)

%

45.0

%

+200

395,634

(9.4)

%

35.0

%

+100

421,298

(3.5)

%

25.0

%

0

436,769

0.0

%

0.0

%

-100

439,414

0.6

%

25.0

%

-200

439,736

0.7

%

35.0

%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

December 31, 2022 Data

(In Thousands)

Period Ending December 31, 2023

Basis Point

Interest

Interest

Net Interest

NII

NII

Change in Rates

Income

Expense

Income (NII)

% Change

Risk Limit

+400

$

131,145

$

34,767

$

96,378

8.9

%

25.0

%

+300

125,127

30,816

94,311

6.6

%

20.0

%

+200

119,561

26,864

92,697

4.8

%

15.0

%

+100

113,703

22,912

90,791

2.6

%

10.0

%

0

107,451

18,961

88,490

0.0

%

0.0

%

-100

101,048

15,516

85,532

(3.3)

%

10.0

%

-200

94,854

13,240

81,614

(7.8)

%

15.0

%

Economic Value of Equity at December 31, 2022

Present

Present

Present

Basis Point

Value

Value

Value

Change in Rates

Equity

% Change

Risk Limit

+400

$

498,368

0.3

%

50.0

%

+300

496,186

(0.1)

%

45.0

%

+200

501,422

1.0

%

35.0

%

+100

501,991

1.1

%

25.0

%

0

496,650

0.0

%

0.0

%

-100

485,332

(2.3)

%

25.0

%

-200

468,195

(5.7)

%

35.0

%

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.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2023, the Corporation implemented new CECL accounting policies, procedures, and controls as part of its adoption of ASU No. 2016-13 and subsequent ASUs issued to amend ASC Topic 326. There were no other significant changes made to 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.

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.

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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 March 16, 2023 except for the following:

Risks Related to Recent Banking Industry Turmoil

The Corporation is exposed to the risk that when a bank or other financial institution experiences financial difficulties, there could be an adverse “contagion” impact on other banking institutions. The recent failures of Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California during the first and second quarters of 2023 have caused an element of panic and uncertainty in the investor community and among bank customers generally, including, specifically, deposit customers. While the Corporation does not believe that the circumstances of these three failures are necessarily indicators of broader issues for concern with all other banks or with the banking system itself, the failures are likely to reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have negative reputational ramifications for institutions in the banking industry, including, possibly, the Corporation. The Corporation will continue to closely monitor the ongoing events and volatility in the financial services industry, together with any responsive measures taken by the banking regulators to mitigate or manage the turmoil.

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

Issuer Purchases of Equity Securities

Effective February 18, 2021, the Corporation amended its treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. As of March 31, 2023, 752,130 shares have been repurchased under the repurchase program. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

Consistent with the previously approved program, the Board of Directors' February 18, 2021 approval provides that:  (1) the treasury stock repurchase program, as amended to increase the repurchase authorization to 1,000,000 shares, 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 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 Company's Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

The following table sets forth a summary of the purchases by the Corporation of its common stock during the first quarter 2023.

    

    

    

Total Number of

    

Maximum

Shares

Number of

Purchased

Shares that May

as Part of

Yet

Publicly

be Purchased

Total Number

Average

Announced

Under

of Shares

Price Paid

Plans

the Plans or

Period

Purchased

per Share

or Programs

Programs

January 1 - 31, 2023

 

0

$

N/A

 

674,700

 

325,300

February 1 - 28, 2023

 

0

$

N/A

 

674,700

 

325,300

March 1 - 31, 2023

 

77,430

$

21.47

 

752,130

 

247,870

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Item 3.       Defaults Upon Senior Securities

None

Item 4.       Mine Safety Disclosures

Not applicable

Item 5.     Other Information

None

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Item 6.       Exhibits

3.1

Articles of Incorporation

    

Incorporated by reference to Exhibit 3.1 of The Corporation’s Form 10-Q filed May 6, 2022

 

 

3.2

By-laws

 

Incorporated by reference to Exhibit 3.1 of The Corporation’s Form 8-K filed February 18, 2022

 

 

4.

Instruments defining the rights of Security holders, including Indentures

 

 

 

4.1

Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee

Incorporated by reference to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

4.2

Form of Subordinated Note

Incorporated by reference to Exhibit A-2 to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

4.3

Form of Senior Note

Incorporated by reference to Exhibit 4.3 of the Corporation’s Form 8-K filed May 19, 2021

 

 

10.1

Employment agreement dated February 1, 2023 between the Corporation and Kelley A. Cwiklinski

Filed herewith

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

 

 

 

101.INS

Inline XBRL Instance Document.

 

Filed herewith

 

 

 

101.SCH

Inline XBRL Schema Document.

Filed herewith

 

101.CAL

Inline XBRL Calculation Linkbase Document.

Filed herewith

101.DEF

Inline XBRL Definition Linkbase Document.

Filed herewith

101.LAB

Inline XBRL Label Linkbase Document.

Filed herewith

101.PRE

Inline XBRL Presentation Linkbase Document.

Filed herewith

104

The cover page of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (contained in Exhibit 101).

Filed herewith

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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 5, 2023

 

By: /s/ J. Bradley Scovill

Date

 

President and Chief Executive Officer

 

 

 

 

 

 

 

May 5, 2023

 

By: /s/ Mark A. Hughes

Date

 

Treasurer and Chief Financial Officer

 

 

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