Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data) (Unaudited)
June 30,
December 31,
2022
2021
ASSETS
Cash and due from banks:
Noninterest-bearing
$
37,735
$
16,729
Interest-bearing
31,452
88,219
Total cash and due from banks
69,187
104,948
Available-for-sale debt securities, at fair value
526,837
517,679
Loans receivable
1,657,604
1,564,849
Allowance for loan losses
( 14,547 )
( 13,537 )
Loans, net
1,643,057
1,551,312
Bank-owned life insurance
30,941
30,669
Accrued interest receivable
7,740
7,235
Bank premises and equipment, net
21,829
20,683
Foreclosed assets held for sale
505
684
Deferred tax asset, net
16,331
5,887
Goodwill
52,505
52,505
Core deposit intangibles, net
3,097
3,316
Other assets
38,689
32,730
TOTAL ASSETS
$
2,410,718
$
2,327,648
LIABILITIES
Deposits:
Noninterest-bearing
$
552,767
$
521,206
Interest-bearing
1,411,503
1,403,854
Total deposits
1,964,270
1,925,060
Short-term borrowings
90,042
1,803
Long-term borrowings - FHLB advances
36,791
28,042
Senior notes, net
14,733
14,701
Subordinated debt, net
24,553
33,009
Accrued interest and other liabilities
21,710
23,628
TOTAL LIABILITIES
2,152,099
2,026,243
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 20,000,000 shares;
issued 16,030,172 and outstanding 15,499,214 at June 30, 2022;
issued 16,030,172 and outstanding 15,759,090 at December 31, 2021
16,030
16,030
Paid-in capital
143,417
144,453
Retained earnings
148,187
142,612
Treasury stock, at cost; 530,958 shares at June 30, 2022 and 271,082
shares at December 31, 2021
( 13,013 )
( 6,716 )
Accumulated other comprehensive (loss) income
( 36,002 )
5,026
TOTAL STOCKHOLDERS' EQUITY
258,619
301,405
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
$
2,410,718
$
2,327,648
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Consolidated Statements of Income
(In Thousands Except Per Share Data) (Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
INTEREST INCOME
Interest and fees on loans:
Taxable
$
17,927
$
18,075
$
36,476
$
37,566
Tax-exempt
467
411
921
850
Income from available-for-sale debt securities:
Taxable
2,036
1,187
4,005
2,300
Tax-exempt
768
663
1,490
1,305
Other interest and dividend income
111
92
190
161
Total interest and dividend income
21,309
20,428
43,082
42,182
INTEREST EXPENSE
Interest on deposits
1,130
1,217
2,040
2,495
Interest on short-term borrowings
122
7
123
22
Interest on long-term borrowings - FHLB advances
55
109
104
243
Interest on senior notes, net
120
57
238
57
Interest on subordinated debt, net
257
357
620
601
Total interest expense
1,684
1,747
3,125
3,418
Net interest income
19,625
18,681
39,957
38,764
Provision for loan losses
308
744
1,199
1,003
Net interest income after provision for loan losses
19,317
17,937
38,758
37,761
NONINTEREST INCOME
Trust revenue
1,715
1,807
3,501
3,433
Brokerage and insurance revenue
566
506
1,088
832
Service charges on deposit accounts
1,322
1,073
2,557
2,088
Interchange revenue from debit card transactions
1,056
998
2,019
1,879
Net gains from sale of loans
220
925
602
1,989
Loan servicing fees, net
358
146
568
394
Increase in cash surrender value of life insurance
137
145
272
295
Other noninterest income
1,456
700
2,044
2,172
Realized (losses) gains on available-for-sale debt securities, net
( 1 )
2
1
2
Total noninterest income
6,829
6,302
12,652
13,084
NONINTEREST EXPENSE
Salaries and employee benefits
10,265
9,499
20,872
18,394
Net occupancy and equipment expense
1,308
1,219
2,719
2,523
Data processing and telecommunications expense
1,720
1,487
3,343
2,867
Automated teller machine and interchange expense
347
355
731
692
Pennsylvania shares tax
488
490
976
981
Professional fees
480
598
969
1,145
Other noninterest expense
2,431
1,751
4,315
4,506
Total noninterest expense
17,039
15,399
33,925
31,108
Income before income tax provision
9,107
8,840
17,485
19,737
Income tax provision
1,618
1,780
3,101
3,890
NET INCOME
$
7,489
$
7,060
$
14,384
$
15,847
EARNINGS PER COMMON SHARE - BASIC
$
0.48
$
0.44
$
0.92
$
0.99
EARNINGS PER COMMON SHARE - DILUTED
$
0.48
$
0.44
$
0.92
$
0.99
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Consolidated Statements of Comprehensive (Loss) Income
(In Thousands) (Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Net income
$
7,489
$
7,060
$
14,384
$
15,847
Available-for-sale debt securities:
Unrealized holding (losses) gains on available-for-sale debt securities
( 20,018 )
2,941
( 52,043 )
( 3,173 )
Reclassification adjustment for losses (gains) realized in income
1
( 2 )
( 1 )
( 2 )
Other comprehensive (loss) income on available-for-sale debt securities
( 20,017 )
2,939
( 52,044 )
( 3,175 )
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
0
0
133
( 5 )
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 11 )
( 4 )
( 22 )
( 8 )
Other comprehensive (loss) income on pension and postretirement obligations
( 11 )
( 4 )
111
( 13 )
Other comprehensive (loss) income before income tax
( 20,028 )
2,935
( 51,933 )
( 3,188 )
Income tax related to other comprehensive loss (income)
4,204
( 618 )
10,905
669
Net other comprehensive (loss) income
( 15,824 )
2,317
( 41,028 )
( 2,519 )
Comprehensive (loss) income
$
( 8,335 )
$
9,377
$
( 26,644 )
$
13,328
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands) (Unaudited)
Six Months Ended
June 30,
June 30,
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
14,384
$
15,847
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses
1,199
1,003
Realized gains on available-for-sale debt securities, net
( 1 )
( 2 )
Net amortization of securities
1,394
1,021
Increase in cash surrender value of life insurance
( 272 )
( 295 )
Depreciation and amortization of bank premises and equipment
1,013
1,081
Net accretion of purchase accounting adjustments
( 727 )
( 1,397 )
Stock-based compensation
781
625
Deferred income taxes
461
( 34 )
Increase in fair value of servicing rights
( 152 )
( 36 )
Gains on sales of loans, net
( 602 )
( 1,989 )
Origination of loans held for sale
( 22,526 )
( 60,590 )
Proceeds from sales of loans held for sale
22,122
60,867
(Increase) decrease in accrued interest receivable and other assets
( 2,151 )
761
Decrease in accrued interest payable and other liabilities
( 986 )
( 1,396 )
Other
80
( 55 )
Net Cash Provided by Operating Activities
14,017
15,411
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposit
0
( 2,000 )
Proceeds from maturities of certificates of deposit
250
0
Proceeds from sales of available-for-sale debt securities
0
421
Proceeds from calls and maturities of available-for-sale debt securities
30,066
33,117
Purchase of available-for-sale debt securities
( 92,661 )
( 80,249 )
Redemption of Federal Home Loan Bank of Pittsburgh stock
4,763
1,367
Purchase of Federal Home Loan Bank of Pittsburgh stock
( 8,893 )
( 997 )
Net (increase) decrease in loans
( 92,292 )
46,960
Proceeds from bank owned life insurance
0
287
Proceeds from sales of premises and equipment
0
575
Purchase of premises and equipment
( 2,161 )
( 741 )
Proceeds from sale of foreclosed assets
290
178
Other
100
115
Net Cash Used in Investing Activities
( 160,538 )
( 967 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits
39,309
96,914
Net increase (decrease) in short-term borrowings
88,239
( 17,832 )
Proceeds from long-term borrowings - FHLB advances
20,290
0
Repayments of long-term borrowings - FHLB advances
( 11,405 )
( 10,047 )
Proceeds from issuance of senior notes, net of issuance costs
0
14,663
Proceeds from issuance of subordinated debt, net of issuance costs
0
24,437
Redemption of subordinated debt
( 8,500 )
( 8,000 )
Sale of treasury stock
141
77
Purchases of treasury stock
( 9,081 )
( 1,688 )
Common dividends paid
( 7,983 )
( 7,965 )
Net Cash Provided by Financing Activities
111,010
90,559
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
( 35,511 )
105,003
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
95,848
96,017
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
60,337
$
201,020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Increase in accrued purchase of available-for-sale debt securities
$
0
$
32
Assets acquired through foreclosure of real estate loans
$
51
$
134
Leased assets obtained in exchange for new operating lease liabilities
$
904
$
0
Interest paid
$
3,310
$
4,508
Income taxes paid
$
2,276
$
5,770
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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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 June 30, 2022
Shares
Shares
Stock
Capital
Earnings
(Loss) Income
Stock
Total
Balance, March 31, 2022
16,030,172
311,449
$
16,030
$
142,991
$
145,073
$
( 20,178 )
$
( 7,708 )
$
276,208
Net income
7,489
7,489
Other comprehensive loss, net
( 15,824 )
( 15,824 )
Cash dividends declared on common stock, $ .28 per share
( 4,375 )
( 4,375 )
Shares issued for dividend reinvestment plan
( 17,068 )
( 10 )
419
409
Forfeiture of restricted stock
1,072
23
( 23 )
0
Stock-based compensation expense
413
413
Treasury stock purchases
235,505
( 5,701 )
( 5,701 )
Balance, June 30, 2022
16,030,172
530,958
$
16,030
$
143,417
$
148,187
$
( 36,002 )
$
( 13,013 )
$
258,619
Three Months Ended June 30, 2021
Balance, March 31, 2021
16,013,279
13,465
$
16,013
$
143,173
$
134,176
$
6,959
$
( 265 )
$
300,056
Net income
7,060
7,060
Other comprehensive income, net
2,317
2,317
Cash dividends declared on common stock, $ .28 per share
( 4,480 )
( 4,480 )
Shares issued for dividend reinvestment plan
16,893
17
410
427
Restricted stock granted
( 4,000 )
( 79 )
79
0
Forfeiture of restricted stock
1,499
29
( 29 )
0
Stock-based compensation expense
284
284
Treasury stock purchases
61,696
( 1,531 )
( 1,531 )
Balance, June 30, 2021
16,030,172
72,660
$
16,030
$
143,817
$
136,756
$
9,276
$
( 1,746 )
$
304,133
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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)
(Continued)
Accumulated
Other
Common
Treasury
Common
Paid-in
Retained
Comprehensive
Treasury
Six Months Ended June 30, 2022
Shares
Shares
Stock
Capital
Earnings
(Loss) Income
Stock
Total
Balance, December 31, 2021
16,030,172
271,082
$
16,030
$
144,453
$
142,612
$
5,026
$
( 6,716 )
$
301,405
Net income
14,384
14,384
Other comprehensive loss, net
( 41,028 )
( 41,028 )
Cash dividends declared on common stock, $ .56 per share
( 8,809 )
( 8,809 )
Shares issued for dividend reinvestment plan
( 33,202 )
2
824
826
Shares issued from treasury and redeemed 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
7,144
147
( 147 )
0
Stock-based compensation expense
781
781
Purchase of restricted stock for tax withholding
6,054
( 153 )
( 153 )
Treasury stock purchases
365,147
( 8,928 )
( 8,928 )
Balance, June 30, 2022
16,030,172
530,958
$
16,030
$
143,417
$
148,187
$
( 36,002 )
$
( 13,013 )
$
258,619
Six Months Ended June 30, 2021
Balance, December 31, 2020
15,982,815
70,831
$
15,983
$
143,644
$
129,703
$
11,795
$
( 1,369 )
$
299,756
Net income
15,847
15,847
Other comprehensive loss, net
( 2,519 )
( 2,519 )
Cash dividends declared on common stock, $ .55 per share
( 8,794 )
( 8,794 )
Shares issued for dividend reinvestment plan
36,368
36
793
829
Shares issued from treasury and redeemed related to exercise of stock options
( 5,414 )
( 28 )
105
77
Restricted stock granted
10,989
( 67,402 )
11
( 1,319 )
1,308
0
Forfeiture of restricted stock
5,290
102
( 102 )
0
Stock-based compensation expense
625
625
Purchase of restricted stock for tax withholding
7,659
( 157 )
( 157 )
Treasury stock purchases
61,696
( 1,531 )
( 1,531 )
Balance, June 30, 2021
16,030,172
72,660
$
16,030
$
143,817
$
136,756
$
9,276
$
( 1,746 )
$
304,133
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, 2021, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements.
Operating results reported for the six-month period ended June 30, 2022 might not be indicative of the results for the year ending December 31, 2022. 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 financial statements issued in the near future.
Recent Accounting Pronouncements - Adopted
ASU 2020-04, Reference Rate Reform (Topic 848) provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. Some specific optional expedients are as follows:
● Simplifies accounting for contract modifications, including modifications to loans receivable and debt, by prospectively adjusting the effective interest rate.
● Simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue.
The Corporation has elected to apply the optional expedients prospectively for applicable loan and other contracts, and implementation of this election did not have a material effect on the Corporation’s financial position or results of operations.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Recently Issued But Not Yet Effective Accounting Pronouncements
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly, ASU 2016-13 requires the use of forward-looking information to form credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, though the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The effect of implementing this ASU is recorded through a cumulative-effect adjustment to retained earnings. The Corporation has formed a cross functional management team and is working with an outside vendor assessing alternative loss estimation methodologies and the Corporation’s data and system needs to evaluate the impact that adoption of this standard will have on the Corporation’s financial condition and results of operations. In November 2019, the FASB approved a delay of the required implementation date of ASU 2016-13 for smaller reporting companies, including the Corporation, resulting in a required implementation date for the Corporation of January 1, 2023.
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
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Basic
Net income
$
7,489
$
7,060
$
14,384
$
15,847
Less: Dividends and undistributed earnings allocated to participating securities
( 70 )
( 61 )
( 130 )
( 126 )
Net income attributable to common shares
$
7,419
$
6,999
$
14,254
$
15,721
Basic weighted-average common shares outstanding
15,441,564
15,868,150
15,542,959
15,859,236
Basic earnings per common share (a)
$
0.48
$
0.44
$
0.92
$
0.99
Diluted
Net income attributable to common shares
$
7,419
$
6,999
$
14,254
$
15,721
Basic weighted-average common shares outstanding
15,441,564
15,868,150
15,542,959
15,859,236
Dilutive effect of potential common stock arising from stock options
3,009
6,833
3,360
5,922
Diluted weighted-average common shares outstanding
15,444,573
15,874,983
15,546,319
15,865,158
Diluted earnings per common share (a)
$
0.48
$
0.44
$
0.92
$
0.99
Weighted-average nonvested restricted shares outstanding
145,132
136,711
141,656
127,627
(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).
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Anti-dilutive stock options are excluded from earnings per share calculations. There were no anti-dilutive instruments in the three-month and six-month periods ended June 30, 2022 and 2021.
3. COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive (loss) income. The components of other comprehensive (loss) income, and the related tax effects, are as follows:
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended June 30, 2022
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities
$
( 20,018 )
$
4,202
$
( 15,816 )
Reclassification adjustment for losses realized in income
1
0
1
Other comprehensive loss from available-for-sale debt securities
( 20,017 )
4,202
( 15,815 )
Unfunded pension and postretirement obligations,
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 11 )
2
( 9 )
Other comprehensive loss on unfunded retirement obligations
( 11 )
2
( 9 )
Total other comprehensive loss
$
( 20,028 )
$
4,204
$
( 15,824 )
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended June 30, 2021
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities
$
2,941
$
( 619 )
$
2,322
Reclassification adjustment for (gains) realized in income
( 2 )
0
( 2 )
Other comprehensive income from available-for-sale debt securities
$
2,939
$
( 619 )
$
2,320
Unfunded pension and postretirement obligations,
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 4 )
1
( 3 )
Other comprehensive loss on unfunded retirement obligations
( 4 )
1
( 3 )
Total other comprehensive income
$
2,935
$
( 618 )
$
2,317
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Six Months Ended June 30, 2022
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities
$
( 52,043 )
$
10,928
$
( 41,115 )
Reclassification adjustment for (gains) realized in income
( 1 )
0
( 1 )
Other comprehensive loss from available-for-sale debt securities
( 52,044 )
10,928
( 41,116 )
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
( 22 )
4
( 18 )
Other comprehensive income on unfunded retirement obligations
111
( 23 )
88
Total other comprehensive loss
$
( 51,933 )
$
10,905
$
( 41,028 )
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Six Months Ended June 30, 2021
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities
$
( 3,173 )
$
666
$
( 2,507 )
Reclassification adjustment for (gains) realized in income
( 2 )
0
( 2 )
Other comprehensive loss from available-for-sale debt securities
( 3,175 )
666
( 2,509 )
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
( 5 )
1
( 4 )
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 8 )
2
( 6 )
Other comprehensive loss on unfunded retirement obligations
( 13 )
3
( 10 )
Total other comprehensive loss
$
( 3,188 )
$
669
$
( 2,519 )
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 losses (gains) realized in income (before-tax)
Realized (losses) 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
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 June 30, 2022
Balance, beginning of period
$
( 20,492 )
$
314
$
( 20,178 )
Other comprehensive loss during three months ended June 30, 2022
( 15,815 )
( 9 )
( 15,824 )
Balance, end of period
$
( 36,307 )
$
305
$
( 36,002 )
Three Months Ended June 30, 2021
Balance, beginning of period
$
6,847
$
112
$
6,959
Other comprehensive income (loss) during three months ended June 30, 2021
2,320
( 3 )
2,317
Balance, end of period
$
9,167
$
109
$
9,276
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
Unrealized
Accumulated
(Losses)
Unfunded
Other
Gains
Retirement
Comprehensive
on Securities
Obligations
(Loss) Income
Six Months Ended June 30, 2022
Balance, beginning of period
$
4,809
$
217
$
5,026
Other comprehensive (loss) income during six months ended June 30, 2022
( 41,116 )
88
( 41,028 )
Balance, end of period
$
( 36,307 )
$
305
$
( 36,002 )
Six Months Ended June 30, 2021
Balance, beginning of period
$
11,676
$
119
$
11,795
Other comprehensive loss during six months ended June 30, 2021
( 2,509 )
( 10 )
( 2,519 )
Balance, end of period
$
9,167
$
109
$
9,276
4. CASH AND DUE FROM BANKS
Cash and due from banks at June 30, 2022 and December 31, 2021 include the following:
(In Thousands)
June 30,
December 31,
2022
2021
Cash and cash equivalents
$
60,337
$
95,848
Certificates of deposit
8,850
9,100
Total cash and due from banks
$
69,187
$
104,948
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.
Historically, C&N Bank has been required to maintain reserves against deposit liabilities in the form of cash and balances with the Federal Reserve Bank of Philadelphia. The reserves are based on deposit levels, account activity, and other services provided by the Federal Reserve Bank. In March 2020, the Federal Reserve Board reduced reserve requirements for U.S. banks to 0%. Accordingly, C&N Bank had no required reserves at June 30, 2022 or December 31, 2021.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
5. SECURITIES
Amortized cost and fair value of available-for-sale debt securities at June 30, 2022 and December 31, 2021 are summarized as follows:
(In Thousands)
June 30, 2022
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
38,151
$
0
$
( 2,377 )
$
35,774
Obligations of U.S. Government agencies
24,454
0
( 1,669 )
22,785
Bank holding company debt securities
28,942
0
( 1,527 )
27,415
Obligations of states and political subdivisions:
Tax-exempt
152,063
501
( 13,164 )
139,400
Taxable
72,204
19
( 8,325 )
63,898
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
114,367
1
( 8,325 )
106,043
Residential collateralized mortgage obligations
47,295
0
( 2,534 )
44,761
Commercial mortgage-backed securities
95,318
19
( 8,576 )
86,761
Total available-for-sale debt securities
$
572,794
$
540
$
( 46,497 )
$
526,837
(In Thousands)
December 31, 2021
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
25,058
$
52
$
( 198 )
$
24,912
Obligations of U.S. Government agencies
23,936
563
( 408 )
24,091
Bank holding company debt securities
18,000
18
( 31 )
17,987
Obligations of states and political subdivisions:
Tax-exempt
143,427
4,749
( 148 )
148,028
Taxable
72,182
1,232
( 649 )
72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
98,048
705
( 572 )
98,181
Residential collateralized mortgage obligations
44,015
437
( 205 )
44,247
Commercial mortgage-backed securities
86,926
1,548
( 1,006 )
87,468
Total available-for-sale debt securities
$
511,592
$
9,304
$
( 3,217 )
$
517,679
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions that are not deemed to be other-than-temporarily impaired, aggregated by length of time that individual securities have been in a continuous unrealized loss position at June 30, 2022 and December 31, 2021:
June 30, 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
$
34,823
$
( 2,329 )
$
951
$
( 48 )
$
35,774
$
( 2,377 )
Obligations of U.S. Government agencies
17,194
( 1,162 )
5,591
( 507 )
22,785
( 1,669 )
Bank holding company debt securities
27,415
( 1,527 )
0
0
27,415
( 1,527 )
Obligations of states and political subdivisions:
Tax-exempt
111,623
( 12,626 )
3,219
( 538 )
114,842
( 13,164 )
Taxable
52,067
( 7,002 )
5,184
( 1,323 )
57,251
( 8,325 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
101,521
( 7,908 )
3,468
( 417 )
104,989
( 8,325 )
Residential collateralized mortgage obligations
44,621
( 2,534 )
0
0
44,621
( 2,534 )
Commercial mortgage-backed securities
67,194
( 6,257 )
12,176
( 2,319 )
79,370
( 8,576 )
Total temporarily impaired available-for-sale debt securities
$
456,458
$
( 41,345 )
$
30,589
$
( 5,152 )
$
487,047
$
( 46,497 )
December 31, 2021
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
$
18,886
$
( 198 )
$
0
$
0
$
18,886
$
( 198 )
Obligations of U.S. Government agencies
9,735
( 264 )
4,856
( 144 )
14,591
( 408 )
Bank holding company debt securities
12,969
( 31 )
0
0
12,969
( 31 )
Obligations of states and political subdivisions:
Tax-exempt
17,852
( 141 )
549
( 7 )
18,401
( 148 )
Taxable
31,261
( 517 )
3,277
( 132 )
34,538
( 649 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
71,451
( 572 )
0
0
71,451
( 572 )
Residential collateralized mortgage obligations
15,117
( 205 )
0
0
15,117
( 205 )
Commercial mortgage-backed securities
52,867
( 1,006 )
0
0
52,867
( 1,006 )
Total temporarily impaired available-for-sale debt securities
$
230,138
$
( 2,934 )
$
8,682
$
( 283 )
$
238,820
$
( 3,217 )
Gross realized gains and losses from available-for-sale debt securities were as follows:
(In Thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Gross realized gains from sales
$
2
$
4
$
4
$
4
Gross realized losses from sales
( 3 )
( 2 )
( 3 )
( 2 )
Net realized (losses) gains
$
( 1 )
$
2
$
1
$
2
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of June 30, 2022. 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)
June 30, 2022
Amortized
Fair
Cost
Value
Due in one year or less
$
15,872
$
15,795
Due from one year through five years
75,486
72,612
Due from five years through ten years
92,369
86,353
Due after ten years
132,087
114,512
Sub-total
315,814
289,272
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
114,367
106,043
Residential collateralized mortgage obligations
47,295
44,761
Commercial mortgage-backed securities
95,318
86,761
Total
$
572,794
$
526,837
The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.
Investment securities carried at $ 243,298,000 at June 30, 2022 and $ 241,428,000 at December 31, 2021 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.
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Corporation intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery.
A summary of information management considered in evaluating debt and equity securities for OTTI at June 30, 2022 is provided below.
Debt Securities
At June 30, 2022 and December 31, 2021, management performed an assessment for possible OTTI of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Corporation’s investment, as well as management’s perception of the credit risk associated with each security. As reflected in the table above, the fair value of available-for-sale debt securities as of June 30, 2022 was lower than the amortized cost basis by $ 45,957,000 , or 8.0 %. In comparison, the aggregate unrealized gain position was $ 6,087,000 ( 1.2 %) at December 31, 2021. The unrealized decrease in fair value of the portfolio in the first half of 2022 was consistent with the significant increase in market interest rates that occurred during the period. Based on the results of the assessment, management believes there were no credit-related declines in fair value and that impairment of debt securities at June 30, 2022 and December 31, 2021 is temporary.
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
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $ 13,443,000 at June 30, 2022 and $ 9,313,000 at December 31, 2021. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at June 30, 2022 and December 31, 2021. 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 $ 895,000 at June 30, 2022 and $ 971,000 at December 31, 2021, consisting exclusively of one mutual fund. There was an unrealized loss on the mutual fund of $ 105,000 at June 30, 2022 and $ 29,000 at December 31, 2021. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.
6. LOANS
The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at June 30, 2022 and December 31, 2021 are summarized by segment, and by classes within each segment, as follows:
Summary of Loans by Type
(In Thousands)
June 30,
December 31,
2022
2021
Commercial:
Commercial loans secured by real estate
$
656,892
$
569,840
Commercial and industrial
171,999
159,073
Paycheck Protection Program - 1st Draw
44
1,356
Paycheck Protection Program - 2nd Draw
6,208
25,508
Political subdivisions
87,512
81,301
Commercial construction and land
58,786
60,579
Loans secured by farmland
12,967
11,121
Multi-family (5 or more) residential
53,753
50,089
Agricultural loans
2,628
2,351
Other commercial loans
15,767
17,153
Total commercial
1,066,556
978,371
Residential mortgage:
Residential mortgage loans - first liens
482,505
483,629
Residential mortgage loans - junior liens
23,036
23,314
Home equity lines of credit
40,887
39,252
1-4 Family residential construction
26,071
23,151
Total residential mortgage
572,499
569,346
Consumer
18,549
17,132
Total
1,657,604
1,564,849
Less: allowance for loan losses
( 14,547 )
( 13,537 )
Loans, net
$
1,643,057
$
1,551,312
In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $ 4,031,000 at June 30, 2022 and $ 4,247,000 at December 31, 2021.
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.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. A provision in the CARES Act includes creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”) and Treasury Department. Under the PPP, the Corporation, as an SBA-certified lender, provided SBA-guaranteed loans to small businesses to pay their employees, rent, mortgage interest, and utilities. PPP loans are forgiven subject to clients’ providing documentation evidencing their compliant use of funds and otherwise complying with the terms of the program. Information related to PPP loans advanced pursuant to the CARES Act are labeled “1st Draw” within the tables.
On December 27, 2020, the President of the United States signed into law the Consolidated Appropriations Act, 2021 (the “CAA”), which includes provisions that broadly address additional COVID-19 responses and relief. Among the additional relief measures included are certain extensions to elements of the CARES Act, including extension of relief from troubled debt restructurings reporting established under Section 4013 of the CARES Act to 60 days after the date on which the national COVID-19 emergency terminates. The CAA also includes additional funding for the PPP with additional eligibility requirements for borrowers with generally the same loan terms as provided under the CARES Act. Information related to PPP loans advanced pursuant to the CAA are labeled “2nd Draw” within the tables.
The maximum term of PPP loans is five years. Most of the Corporation’s 1st Draw PPP loans have two-year terms, while 2nd Draw PPP loans have five-year terms and the Corporation will be repaid sooner to the extent the loans are forgiven. The interest rate on PPP loans is 1%, and the Corporation has received fees from the SBA ranging between 1% and 5% per loan, depending on the size of the loan. Fees on PPP loans, net of origination costs and a market rate adjustment on acquired PPP loans, are recognized in interest income as a yield adjustment over the term of the loans.
As of June 30, 2022, the recorded investment in 1st Draw PPP loans was $ 44,000 , including contractual principal balances of $ 49,000 , reduced by net deferred origination fees of $ 5,000 . The recorded investment in 2nd Draw PPP loans was $ 6,208,000 , including contractual principal balances of $ 6,392,000 reduced by net deferred origination fees of $ 184,000 . Interest and fees on PPP loans which are included in taxable interest and fees on loans in the unaudited consolidated statements of income totaled $ 206,000 in the second quarter 2022 and $ 1,249,000 in the second quarter 2021, and $ 781,000 in the six-month period ended June 30, 2022 and $ 3,247,000 in the six-month period ended June 30, 2021.
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 purchased credit impaired (PCI) loans. For the three-month and six-month periods ended June 30, 2022 and 2021, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:
(In Thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period
$
( 885 )
$
352
$
( 637 )
$
718
Accretion (amortization) recognized in interest income
19
( 357 )
( 229 )
( 723 )
Adjustments to gross amortized cost of loans at end of period
$
( 866 )
$
( 5 )
$
( 866 )
$
( 5 )
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period
$
( 2,782 )
$
( 5,182 )
$
( 3,335 )
$
( 5,979 )
Accretion recognized in interest income
379
680
932
1,477
Adjustments to gross amortized cost of loans at end of period
$
( 2,403 )
$
( 4,502 )
$
( 2,403 )
$
( 4,502 )
A summary of PCI loans held at June 30, 2022 and December 31, 2021 is as follows:
(In Thousands)
June 30,
December 31,
2022
2021
Outstanding balance
$
5,766
$
9,802
Carrying amount
3,879
6,558
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
In the second quarter 2022, the Corporation received repayments on PCI loans in excess of previous carrying amounts, resulting in income of $ 14,000 as compared to $ 18,000 in the second quarter 2021. In the six-month period ended June 30, 2022, the Corporation received repayments on PCI loans in excess of previous carrying amounts, resulting in income of $ 1,412,000 as compared to $ 18,000 in the six-month period ended June 30, 2021. These amounts are included in interest and fees on taxable loans in the unaudited consolidated statements of income.
The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. In the process of evaluating the loan portfolio, management also considers the Corporation’s exposure to losses from unfunded loan commitments. As of June 30, 2022 and December 31, 2021, management determined that no allowance for credit losses related to unfunded loan commitments was required.
Transactions within the allowance for loan losses, summarized by segment and class, for the three-month and six-month periods ended June 30, 2022 and 2021 were as follows:
Three Months Ended June 30, 2022
March 31, 2022
June 30, 2022
(In Thousands)
Balance
Charge-offs
Recoveries
Provision (Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
5,017
$
0
$
0
$
( 35 )
$
4,982
Commercial and industrial
2,841
0
0
( 49 )
2,792
Commercial construction and land
391
0
0
124
515
Loans secured by farmland
129
0
0
( 17 )
112
Multi-family (5 or more) residential
367
0
0
( 28 )
339
Agricultural loans
27
0
0
( 4 )
23
Other commercial loans
150
0
0
( 19 )
131
Total commercial
8,922
0
0
( 28 )
8,894
Residential mortgage:
Residential mortgage loans - first liens
3,810
0
1
( 122 )
3,689
Residential mortgage loans - junior liens
181
0
0
( 1 )
180
Home equity lines of credit
306
0
0
2
308
1-4 Family residential construction
148
0
0
67
215
Total residential mortgage
4,445
0
1
( 54 )
4,392
Consumer
237
( 41 )
8
57
261
Unallocated
667
0
0
333
1,000
Total Allowance for Loan Losses
$
14,271
$
( 41 )
$
9
$
308
$
14,547
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Three Months Ended June 30, 2021
March 31, 2021
June 30, 2021
(In Thousands)
Balance
Charge-offs
Recoveries
Provision (Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
3,350
$
0
$
2
$
100
$
3,452
Commercial and industrial
2,187
0
0
594
2,781
Commercial construction and land
476
0
0
( 24 )
452
Loans secured by farmland
111
0
0
2
113
Multi-family (5 or more) residential
255
0
0
( 105 )
150
Agricultural loans
26
0
0
( 1 )
25
Other commercial loans
159
0
0
( 14 )
145
Total commercial
6,564
0
2
552
7,118
Residential mortgage:
Residential mortgage loans - first liens
3,507
( 11 )
1
39
3,536
Residential mortgage loans - junior liens
334
0
0
( 7 )
327
Home equity lines of credit
281
0
1
12
294
1-4 Family residential construction
78
0
0
120
198
Total residential mortgage
4,200
( 11 )
2
164
4,355
Consumer
220
( 36 )
13
34
231
Unallocated
677
0
0
( 6 )
671
Total Allowance for Loan Losses
$
11,661
$
( 47 )
$
17
$
744
$
12,375
For the three months ended June 30, 2022, the provision for loan losses was $ 308,000 , a decrease in expense of $ 436,000 as compared to $ 744,000 for the three months ended June 30, 2021. The second quarter 2022 provision included a net recovery of $ 271,000 related to specific loans (net decrease in specific allowances on loans of $ 303,000 offset by net charge-offs of $ 32,000 ), an increase of $ 246,000 in the collectively determined portion of the allowance and an increase of $ 333,000 in the unallocated portion of the allowance. The second quarter 2021 provision included a net charge of $ 383,000 related to specific loans (net increase in specific allowances on loans of $ 353,000 and net charge-offs of $ 30,000 ), an increase of $ 367,000 in the collectively determined portion of the allowance and a $ 6,000 decrease in the unallocated portion.
December 31,
June 30,
Six Months Ended June 30, 2022
2021
Provision
2022
(In Thousands)
Balance
Charge-offs
Recoveries
(Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
4,405
$
0
$
0
$
577
$
4,982
Commercial and industrial
2,723
( 150 )
0
219
2,792
Commercial construction and land
637
0
0
( 122 )
515
Loans secured by farmland
115
0
0
( 3 )
112
Multi-family (5 or more) residential
215
0
0
124
339
Agricultural loans
25
0
0
( 2 )
23
Other commercial loans
173
0
0
( 42 )
131
Total commercial
8,293
( 150 )
0
751
8,894
Residential mortgage:
Residential mortgage loans - first liens
3,650
0
2
37
3,689
Residential mortgage loans - junior liens
184
0
0
( 4 )
180
Home equity lines of credit
302
0
15
( 9 )
308
1-4 Family residential construction
202
0
0
13
215
Total residential mortgage
4,338
0
17
37
4,392
Consumer
235
( 71 )
15
82
261
Unallocated
671
0
0
329
1,000
Total Allowance for Loan Losses
$
13,537
$
( 221 )
$
32
$
1,199
$
14,547
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31,
June 30,
Six Months Ended June 30, 2021
2020
Provision
2021
(In Thousands)
Balance
Charge-offs
Recoveries
(Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
3,051
$
0
$
2
$
399
$
3,452
Commercial and industrial
2,245
0
14
522
2,781
Commercial construction and land
454
0
0
( 2 )
452
Loans secured by farmland
120
0
0
( 7 )
113
Multi-family (5 or more) residential
236
0
0
( 86 )
150
Agricultural loans
34
0
0
( 9 )
25
Other commercial loans
168
0
0
( 23 )
145
Total commercial
6,308
0
16
794
7,118
Residential mortgage:
Residential mortgage loans - first liens
3,524
( 11 )
2
21
3,536
Residential mortgage loans - junior liens
349
0
0
( 22 )
327
Home equity lines of credit
281
0
2
11
294
1-4 Family residential construction
99
0
0
99
198
Total residential mortgage
4,253
( 11 )
4
109
4,355
Consumer
239
( 47 )
25
14
231
Unallocated
585
0
0
86
671
Total Allowance for Loan Losses
$
11,385
$
( 58 )
$
45
$
1,003
$
12,375
For the six months ended June 30, 2022, the provision for loan losses was $ 1,199,000 , an increase in expense of $ 196,000 as compared to $ 1,003,000 recorded for the first six months ended June 30, 2021. The provision for the six months ended June 30, 2022 includes a net recovery of $ 124,000 related to specific loans (net decrease in specific allowances on loans of $ 313,000 offset by net charge-offs of $ 189,000 ), an increase of $ 994,000 in the collectively determined portion of the allowance and a $ 329,000 increase in the unallocated portion. In comparison, the provision for loan losses for the six months ended June 30, 2021, includes a net charge of $ 565,000 related to specific loans (increase in specific allowances on loans of $ 552,000 and net charge-offs of $ 13,000 ), an increase of $ 352,000 in the collectively determined portion of the allowance and an $ 86,000 increase in the unallocated portion.
In determining the larger loan relationships for detailed assessment under the specific allowance component, the Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Risk ratings are updated any time that conditions or the situation warrants. Loans not classified are included in the “Pass” column in the table that follows.
21
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of June 30, 2022 and December 31, 2021:
June 30, 2022
Purchased
(In Thousands)
Special
Credit
Pass
Mention
Substandard
Doubtful
Impaired
Total
Commercial:
Commercial loans secured by real estate
$
631,192
$
7,558
$
14,367
$
0
$
3,775
$
656,892
Commercial and Industrial
159,902
8,370
3,691
0
36
171,999
Paycheck Protection Program - 1st Draw
44
0
0
0
0
44
Paycheck Protection Program - 2nd Draw
6,208
0
0
0
0
6,208
Political subdivisions
87,512
0
0
0
0
87,512
Commercial construction and land
58,025
714
47
0
0
58,786
Loans secured by farmland
10,999
628
1,340
0
0
12,967
Multi-family (5 or more) residential
52,891
0
862
0
0
53,753
Agricultural loans
2,009
25
594
0
0
2,628
Other commercial loans
15,767
0
0
0
0
15,767
Total commercial
1,024,549
17,295
20,901
0
3,811
1,066,556
Residential Mortgage:
Residential mortgage loans - first liens
468,054
7,518
6,865
0
68
482,505
Residential mortgage loans - junior liens
22,554
167
315
0
0
23,036
Home equity lines of credit
40,214
58
615
0
0
40,887
1-4 Family residential construction
26,071
0
0
0
0
26,071
Total residential mortgage
556,893
7,743
7,795
0
68
572,499
Consumer
18,485
0
64
0
0
18,549
Totals
$
1,599,927
$
25,038
$
28,760
$
0
$
3,879
$
1,657,604
December 31, 2021
Purchased
(In Thousands)
Special
Credit
Pass
Mention
Substandard
Doubtful
Impaired
Total
Commercial:
Commercial loans secured by real estate
$
538,966
$
10,510
$
16,220
$
0
$
4,144
$
569,840
Commercial and Industrial
142,775
10,841
4,694
0
763
159,073
Paycheck Protection Program - 1st Draw
1,356
0
0
0
0
1,356
Paycheck Protection Program - 2nd Draw
25,508
0
0
0
0
25,508
Political subdivisions
81,301
0
0
0
0
81,301
Commercial construction and land
59,816
715
48
0
0
60,579
Loans secured by farmland
10,011
186
924
0
0
11,121
Multi-family (5 or more) residential
47,638
0
873
0
1,578
50,089
Agricultural loans
1,802
0
549
0
0
2,351
Other commercial loans
17,150
3
0
0
0
17,153
Total commercial
926,323
22,255
23,308
0
6,485
978,371
Residential Mortgage:
Residential mortgage loans - first liens
469,044
7,981
6,534
0
70
483,629
Residential mortgage loans - junior liens
22,914
114
283
0
3
23,314
Home equity lines of credit
38,652
59
541
0
0
39,252
1-4 Family residential construction
23,151
0
0
0
0
23,151
Total residential mortgage
553,761
8,154
7,358
0
73
569,346
Consumer
17,092
0
40
0
0
17,132
Totals
$
1,497,176
$
30,409
$
30,706
$
0
$
6,558
$
1,564,849
22
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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 June 30, 2022 and December 31, 2021.
June 30, 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
$
7,340
$
649,552
$
656,892
$
427
$
4,555
$
4,982
Commercial and industrial
374
171,625
171,999
0
2,792
2,792
Paycheck Protection Program - 1st Draw
0
44
44
0
0
0
Paycheck Protection Program - 2nd Draw
0
6,208
6,208
0
0
0
Political subdivisions
0
87,512
87,512
0
0
0
Commercial construction and land
47
58,739
58,786
0
515
515
Loans secured by farmland
79
12,888
12,967
0
112
112
Multi-family (5 or more) residential
0
53,753
53,753
0
339
339
Agricultural loans
60
2,568
2,628
0
23
23
Other commercial loans
0
15,767
15,767
0
131
131
Total commercial
7,900
1,058,656
1,066,556
427
8,467
8,894
Residential mortgage:
Residential mortgage loans - first liens
648
481,857
482,505
0
3,689
3,689
Residential mortgage loans - junior liens
30
23,006
23,036
0
180
180
Home equity lines of credit
69
40,818
40,887
0
308
308
1-4 Family residential construction
0
26,071
26,071
0
215
215
Total residential mortgage
747
571,752
572,499
0
4,392
4,392
Consumer
0
18,549
18,549
0
261
261
Unallocated
1,000
Total
$
8,647
$
1,648,957
$
1,657,604
$
427
$
13,120
$
14,547
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31, 2021
Loans:
Allowance for Loan Losses:
(In Thousands)
Individually
Collectively
Individually
Collectively
Evaluated
Evaluated
Totals
Evaluated
Evaluated
Totals
Commercial:
Commercial loans secured by real estate
$
10,926
$
558,914
$
569,840
$
669
$
3,736
$
4,405
Commercial and industrial
2,503
156,570
159,073
71
2,652
2,723
Paycheck Protection Program - 1st Draw
0
1,356
1,356
0
0
0
Paycheck Protection Program - 2nd Draw
0
25,508
25,508
0
0
0
Political subdivisions
0
81,301
81,301
0
0
0
Commercial construction and land
0
60,579
60,579
0
637
637
Loans secured by farmland
83
11,038
11,121
0
115
115
Multi-family (5 or more) residential
1,578
48,511
50,089
0
215
215
Agricultural loans
0
2,351
2,351
0
25
25
Other commercial loans
0
17,153
17,153
0
173
173
Total commercial
15,090
963,281
978,371
740
7,553
8,293
Residential mortgage:
Residential mortgage loans - first liens
630
482,999
483,629
0
3,650
3,650
Residential mortgage loans - junior liens
14
23,300
23,314
0
184
184
Home equity lines of credit
0
39,252
39,252
0
302
302
1-4 Family residential construction
0
23,151
23,151
0
202
202
Total residential mortgage
644
568,702
569,346
0
4,338
4,338
Consumer
0
17,132
17,132
0
235
235
Unallocated
671
Total
$
15,734
$
1,549,115
$
1,564,849
$
740
$
12,126
$
13,537
Summary information related to impaired loans at June 30, 2022 and December 31, 2021 is provided in the table immediately below.
(In Thousands)
June 30, 2022
December 31, 2021
Unpaid
Unpaid
Principal
Recorded
Related
Principal
Recorded
Related
Balance
Investment
Allowance
Balance
Investment
Allowance
With no related allowance recorded:
Commercial loans secured by real estate
$
5,807
$
3,948
$
0
$
6,600
$
4,458
$
0
Commercial and industrial
2,145
374
0
5,213
2,431
0
Residential mortgage loans - first liens
762
648
0
656
630
0
Residential mortgage loans - junior liens
75
30
0
124
14
0
Home equity lines of credit
69
69
0
0
0
0
Loans secured by farmland
79
79
0
83
83
0
Agricultural loans
60
60
0
0
0
0
Construction and other land loans
47
47
0
0
0
0
Multi-family (5 or more) residential
0
0
0
2,734
1,578
0
Total with no related allowance recorded
9,044
5,255
0
15,410
9,194
0
With a related allowance recorded:
Commercial loans secured by real estate
3,392
3,392
427
6,468
6,468
668
Commercial and industrial
0
0
0
72
72
72
Total with a related allowance recorded
3,392
3,392
427
6,540
6,540
740
Total
$
12,436
$
8,647
$
427
$
21,950
$
15,734
$
740
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The average balance of impaired loans and interest income recognized on these impaired loans is as follows:
(In Thousands)
Interest Income Recognized on
Average Investment in Impaired Loans
Impaired Loans on a Cash Basis
Three Months Ended
Six Months Ended
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
2022
2021
2022
2021
Commercial:
Commercial loans secured by real estate
$
8,967
$
12,022
$
9,851
$
12,137
$
165
$
85
$
340
$
229
Commercial and industrial
519
2,754
1,073
1,927
6
9
203
21
Commercial construction and land
47
0
47
0
0
0
1
0
Loans secured by farmland
80
84
81
84
0
0
0
1
Multi-family (5 or more) residential
0
1,578
395
1,587
0
30
1,156
91
Agricultural loans
60
67
61
68
0
1
2
3
Total commercial
9,673
16,505
11,508
15,803
171
125
1,702
345
Residential mortgage:
Residential mortgage loans - first lien
585
1,717
575
2,084
5
20
12
57
Residential mortgage loans - junior lien
33
430
35
433
3
4
6
9
Home equity lines of credit
34
0
17
0
1
0
2
0
Total residential mortgage
652
2,147
627
2,517
9
24
20
66
Total
$
10,325
$
18,652
$
12,135
$
18,320
$
180
$
149
$
1,722
$
411
The breakdown by portfolio segment and class of nonaccrual loans and loans past due ninety days or more and still accruing is as follows:
(In Thousands)
June 30, 2022
December 31, 2021
Past Due
Past Due
90+ Days and
90+ Days and
Accruing
Nonaccrual
Accruing
Nonaccrual
Commercial:
Commercial loans secured by real estate
$
1,215
$
7,350
$
738
$
10,885
Commercial and industrial
62
306
30
2,299
Commercial construction and land
0
47
0
48
Loans secured by farmland
0
79
28
83
Multi-family (5 or more) residential
0
0
0
1,578
Agricultural loans
60
0
65
0
Total commercial
1,337
7,782
861
14,893
Residential mortgage:
Residential mortgage loans - first liens
1,153
3,687
1,144
4,005
Residential mortgage loans - junior liens
64
0
69
3
Home equity lines of credit
113
125
102
82
Total residential mortgage
1,330
3,812
1,315
4,090
Consumer
27
48
43
16
Totals
$
2,694
$
11,642
$
2,219
$
18,999
The amounts shown in the table immediately above include loans classified as troubled debt restructurings (described in more detail below), if such loans are past due ninety days or more or nonaccrual. PCI loans with a total recorded investment of $ 3,879,000 at June 30, 2022 and $ 6,558,000 at December 31, 2021 are classified as nonaccrual.
25
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The table below presents a summary of the contractual aging of loans as of June 30, 2022 and December 31, 2021. Loans modified under the Corporation’s program designed to work with clients impacted by COVID-19 are included in the current and past due less than 30 days category in the table that follows.
(In Thousands)
As of June 30, 2022
As of December 31, 2021
Current &
Current &
Past Due
Past Due
Past Due
Past Due
Past Due
Past Due
Less than
30-89
90+
Less than
30-89
90+
30 Days
Days
Days
Total
30 Days
Days
Days
Total
Commercial:
Commercial loans secured by real estate
$
652,741
$
1,984
$
2,167
$
656,892
$
563,658
$
762
$
5,420
$
569,840
Commercial and industrial
171,492
381
126
171,999
158,188
72
813
159,073
Paycheck Protection Program - 1st Draw
44
0
0
44
1,339
17
0
1,356
Paycheck Protection Program - 2nd Draw
6,208
0
0
6,208
25,508
0
0
25,508
Political subdivisions
87,512
0
0
87,512
81,301
0
0
81,301
Commercial construction and land
58,542
197
47
58,786
60,509
70
0
60,579
Loans secured by farmland
12,629
259
79
12,967
11,010
0
111
11,121
Multi-family (5 or more) residential
53,753
0
0
53,753
48,532
0
1,557
50,089
Agricultural loans
2,568
0
60
2,628
2,279
7
65
2,351
Other commercial loans
15,767
0
0
15,767
17,153
0
0
17,153
Total commercial
1,061,256
2,821
2,479
1,066,556
969,477
928
7,966
978,371
Residential mortgage:
Residential mortgage loans - first liens
476,500
3,009
2,996
482,505
475,637
5,038
2,954
483,629
Residential mortgage loans - junior liens
22,939
33
64
23,036
23,229
16
69
23,314
Home equity lines of credit
40,198
489
200
40,887
38,830
279
143
39,252
1-4 Family residential construction
26,071
0
0
26,071
23,151
0
0
23,151
Total residential mortgage
565,708
3,531
3,260
572,499
560,847
5,333
3,166
569,346
Consumer
18,422
52
75
18,549
17,001
72
59
17,132
Totals
$
1,645,386
$
6,404
$
5,814
$
1,657,604
$
1,547,325
$
6,333
$
11,191
$
1,564,849
Nonaccrual loans are included in the contractual aging in the immediately preceding table. A summary of the contractual aging of nonaccrual loans at June 30, 2022 and December 31, 2021 is as follows:
(In Thousands)
Current &
Past Due
Past Due
Past Due
Less than
30-89
90+
30 Days
Days
Days
Total
June 30, 2022 Nonaccrual Totals
$
7,200
$
1,322
$
3,120
$
11,642
December 31, 2021 Nonaccrual Totals
$
8,800
$
1,227
$
8,972
$
18,999
26
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Loans whose terms are modified are classified as troubled debt restructurings (TDRs) if the Corporation grants such borrowers concessions, and it is deemed that those borrowers are experiencing financial difficulty. Loans classified as TDRs are designated as impaired. The outstanding balance of loans subject to TDRs, as well as contractual aging information at June 30, 2022 and December 31, 2021 is as follows:
(In Thousands)
Current &
Past Due
Past Due
Past Due
Less than
30-89
90+
30 Days
Days
Days
Nonaccrual
Total
June 30, 2022 Totals
$
192
$
47
$
94
$
3,871
$
4,204
December 31, 2021 Totals
$
248
$
40
$
65
$
5,452
$
5,805
At June 30, 2022 and December 31, 2021, there were no commitments to loan additional funds to borrowers whose loans have been classified as TDRs.
TDRs that occurred during the three-month and six-month periods ended June 30, 2022 and 2021 are as follows:
(Balances in Thousands)
Three Months Ended
Three Months Ended
June 30, 2022
June 30, 2021
Post-
Post-
Number
Modification
Number
Modification
of
Recorded
of
Recorded
Loans
Investment
Loans
Investment
Residential mortgage - first liens,
Reduced monthly payments for a fifteen-month period
0
$
0
1
$
116
Total
0
$
0
1
$
116
Six Months Ended
Six Months Ended
(Balances in Thousands)
June 30, 2022
June 30, 2021
Post-
Post-
Number
Modification
Number
Modification
of
Recorded
of
Recorded
Loans
Investment
Loans
Investment
Residential mortgage - first liens:
Reduced monthly payments and extended maturity date
0
$
0
1
$
12
Reduced monthly payments for a fifteen-month period
0
0
1
116
Home equity lines of credit,
Reduced monthly payments and extended maturity date
0
0
1
24
Total
0
$
0
3
$
152
In the second quarters of 2022 and 2021, there were no defaults on loans for which TDRs were entered into within the previous 12 months. In the six-month periods ended June 30, 2022 and 2021, defaults on loans for which modifications that were considered to be TDR and were entered into within the previous 12 months are summarized as follows:
(Balances in Thousands)
Six Months Ended
Six Months Ended
June 30, 2022
June 30, 2021
Number
Number
of
Recorded
of
Recorded
Loans
Investment
Loans
Investment
Commercial loans secured by real estate
0
$
0
1
$
3,392
Total
0
$
0
1
$
3,392
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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)
June 30,
December 31,
2022
2021
Foreclosed residential real estate
$
230
$
256
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)
June 30,
December 31,
2022
2021
Residential real estate in process of foreclosure
$
1,044
$
1,260
7. GOODWILL AND OTHER INTANGIBLE ASSETS
Information related to core deposit intangibles is as follows:
(In Thousands)
June 30,
December 31,
2022
2021
Gross amount
$
6,639
$
6,639
Accumulated amortization
( 3,542 )
( 3,323 )
Net
$
3,097
$
3,316
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
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Amortization expense
$
109
$
134
$
219
$
268
Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At June 30, 2022 and December 31, 2021, the net carrying value of goodwill was $ 52,505,000 .
8. BORROWED FUNDS
SHORT-TERM BORROWINGS
Short-term borrowings (initial maturity within one year) include the following:
(In Thousands)
June 30,
December 31,
2022
2021
FHLB-Pittsburgh borrowings
$
88,500
$
0
Customer repurchase agreements
1,542
1,803
Total short-term borrowings
$
90,042
$
1,803
The Corporation had available credit with other correspondent banks totaling $ 95,000,000 at June 30, 2022 and $ 45,000,000 at December 31, 2021. These lines of credit are primarily unsecured. No amounts were outstanding at June 30, 2022 or December 31, 2021.
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The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At June 30, 2022, the Corporation had available credit in the amount of $ 17,491,000 on this line with no outstanding advances. At December 31, 2021, the Corporation had available credit in the amount of $ 13,642,000 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 $ 18,267,000 at June 30, 2022 and $ 14,034,000 at December 31, 2021.
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 June 30, 2022 and December 31, 2021. The carrying value of the underlying securities was $ 1,560,000 at June 30, 2022 and $ 1,820,000 at December 31, 2021.
The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,158,305,000 at June 30, 2022 and $ 1,046,242,000 at December 31, 2021. 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 $ 13,443,000 at June 30, 2022 and $ 9,313,000 at December 31, 2021. The Corporation’s total credit facility with FHLB-Pittsburgh was $ 779,941,000 at June 30, 2022, including an unused (available) amount of $ 648,294,000 . At December 31, 2021, the Corporation’s total credit facility with FHLB-Pittsburgh was $ 756,868,000 , including an unused (available) amount of $ 723,557,000 .
At June 30, 2022 there was an overnight borrowing from FHLB-Pittsburgh of $ 88,500,000 with a rate of 1.75 % and no short-term advances. At December 31, 2021, there were no overnight borrowings or short-term advances from FHLB-Pittsburgh.
LONG-TERM BORROWINGS – FHLB ADVANCES
Long-term borrowings from FHLB-Pittsburgh are as follows:
(In Thousands)
June 30,
December 31,
2022
2021
Loans maturing in 2022 with a weighted-average rate of 0.61 %
$
4,031
$
15,452
Loans maturing in 2023 with a weighted-average rate of 1.35 %
9,356
7,119
Loans maturing in 2024 with a weighted-average rate of 2.76 %
23,081
5,099
Loan maturing in 2025 with a rate of 4.91 %
323
372
Total long-term FHLB-Pittsburgh borrowings
$
36,791
$
28,042
Note: Weighted-average rates are presented as of June 30, 2022.
SENIOR NOTES
On May 19, 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 second quarter 2022 and $ 32,000 in the six-month period ended June 30, 2022, and $ 7,000 in the three-month and six-month periods ended June 30, 2021, was included in interest expense in the unaudited consolidated statements of income.
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At June 30, 2022 and December 31, 2021, outstanding Senior Notes are as follows:
(In Thousands)
June 30,
December 31,
2022
2021
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
$
14,733
$
14,701
Total carrying value
$
14,733
$
14,701
SUBORDINATED DEBT
On May 19, 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.
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 $ 26,000 in the second quarter 2022 and $ 52,000 in the six-month period ended June 30, 2022, and $ 13,000 in the three-month and six-month periods ended June 30, 2021, was included in interest expense in the unaudited consolidated statements of income.
At June 30, 2022 and December 31, 2021, the carrying amounts of subordinated debt agreements are as follows:
(In Thousands)
June 30,
December 31,
2022
2021
Agreements with an aggregate par value of $ 6,500,000 ; bearing interest at 6.50 %; maturing in April 2027 and redeemed at par in April 2022
$
0
$
6,500
Agreement with a par value of $ 2,000,000 ; bearing interest at 6.50 % with an effective interest rate of 5.60 %; maturing in July 2027 and redeemed at par in June 2022
0
2,008
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
24,553
24,501
Total carrying value
$
24,553
$
33,009
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9. STOCK-BASED COMPENSATION PLANS
The Corporation has a Stock Incentive Plan for a selected group of officers and an Independent Directors Stock Incentive Plan. The 2022 restricted stock awards under the Stock Incentive Plan vest ratably over three years , and the 2022 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year . There were no restricted stock awards granted in the three-month period ended June 30, 2022. Following is a summary of restricted stock awards granted in the three-month period ended March 31, 2022:
(Dollars in Thousands)
Aggregate
Grant
Date
Number of
Fair
Shares
Value
1st quarter 2022 awards:
Time-based awards to independent directors
9,588
$
240
Time-based awards to employees
51,638
1,293
Performance-based awards to employees
17,017
426
Total
78,243
$
1,959
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, 2022 is estimated to total $ 1,610,000 . Total stock-based compensation expense attributable to restricted stock awards amounted to $ 413,000 in the second quarter 2022 and $ 284,000 in the second quarter 2021. Total stock-based compensation expense attributable to restricted stock awards amounted to $ 781,000 in the six-month period ended June 30, 2022 and $ 625,000 in the six-month period ended June 30, 2021.
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.
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements 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 $ 115,050,000 at June 30, 2022 and $ 123,094,000 at December 31, 2021. There were no interest rate swaps originated in the six-month periods ended June 30, 2022 and 2021. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at June 30, 2022. The net impact on the consolidated statements of income from interest rate swaps was a reduction in interest income on loans of $ 220,000 in the second quarter 2022 and $ 537,000 in the six months ended June 30, 2022 as compared to a reduction in interest income on loans of $ 340,000 in the second quarter 2021 and $ 678,000 in the six months ended June 30, 2021.
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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 June 30, 2022 and December 31, 2021:
(In Thousands)
At June 30, 2022
At December 31, 2021
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
$
57,525
$
1,619
$
57,525
$
1,619
$
61,547
$
3,104
$
61,547
$
3,104
(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 counterparty provides 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 counterparty 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 $ 2,338,000 were pledged as collateral against the Corporation’s obligations related to the interest rate swaps at June 30, 2022.
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 June 30, 2022 and December 31, 2021, assets and liabilities measured at fair value and the valuation methods used are as follows:
June 30, 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
$
35,774
$
0
$
0
$
35,774
Obligations of U.S. Government agencies
0
22,785
0
22,785
Bank holding company debt securities
0
27,415
0
27,415
Obligations of states and political subdivisions:
Tax-exempt
0
139,400
0
139,400
Taxable
0
63,898
0
63,898
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
106,043
0
106,043
Residential collateralized mortgage obligations
0
44,761
0
44,761
Commercial mortgage-backed securities
0
86,761
0
86,761
Total available-for-sale debt securities
35,774
491,063
0
526,837
Marketable equity security
895
0
0
895
Servicing rights
0
0
2,640
2,640
Interest rate swap agreements, assets
0
1,619
0
1,619
Total recurring fair value measurements, assets
$
36,669
$
492,682
$
2,640
$
531,991
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities
$
0
$
1,619
$
0
$
1,619
Nonrecurring fair value measurements, assets:
Impaired loans, net
$
0
$
0
$
2,965
$
2,965
Foreclosed assets held for sale
0
0
505
505
Total nonrecurring fair value measurements, assets
$
0
$
0
$
3,470
$
3,470
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31, 2021
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
$
24,912
$
0
$
0
$
24,912
Obligations of U.S. Government agencies
0
24,091
0
24,091
Bank holding company debt securities
0
17,987
0
17,987
Obligations of states and political subdivisions:
Tax-exempt
0
148,028
0
148,028
Taxable
0
72,765
0
72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
98,181
0
98,181
Residential collateralized mortgage obligations
0
44,247
0
44,247
Commercial mortgage-backed securities
0
87,468
0
87,468
Total available-for-sale debt securities
24,912
492,767
0
517,679
Marketable equity security
971
0
0
971
Servicing rights
0
0
2,329
2,329
Interest rate swap agreements, assets
0
3,104
0
3,104
Total recurring fair value measurements, assets
$
25,883
$
495,871
$
2,329
$
524,083
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities
$
0
$
3,104
$
0
$
3,104
Nonrecurring fair value measurements, assets:
Impaired loans, net
$
0
$
0
$
5,800
$
5,800
Foreclosed assets held for sale
0
0
684
684
Total nonrecurring fair value measurements, assets
$
0
$
0
$
6,484
$
6,484
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 June 30, 2022 and December 31, 2021, 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
6/30/2022
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
6/30/2022
Servicing rights
$
2,640
Discounted cash flow
Discount rate
13.00
%
Rate used through modeling period
Loan prepayment speeds
152.00
%
Weighted-average PSA
Servicing fees
0.25
%
of loan balances
4.00
%
of payments are late
5.00
%
late fees assessed
$
1.94
Miscellaneous fees per account per month
Servicing costs
$
6.00
Monthly servicing cost per account
$
24.00
Additional monthly servicing cost per loan on loans more than 30 days delinquent
1.50
%
of loans more than 30 days delinquent
3.00
%
annual increase in servicing costs
Fair Value at
12/31/2021
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
12/31/2021
Servicing rights
$
2,329
Discounted cash flow
Discount rate
13.00
%
Rate used through modeling period
Loan prepayment speeds
209.00
%
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
Six Months Ended
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Servicing rights balance, beginning of period
$
2,429
$
1,956
$
2,329
$
1,689
Originations of servicing rights
61
199
159
391
Unrealized gain (loss) included in earnings
150
( 39 )
152
36
Servicing rights balance, end of period
$
2,640
$
2,116
$
2,640
$
2,116
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
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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 June 30, 2022 and December 31, 2021, 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
6/30/2022
6/30/2022
6/30/2022
Technique
Inputs
6/30/2022
Impaired loans:
Commercial:
Commercial loans secured by real estate
$
3,392
$
427
$
2,965
Sales comparison
Discount to appraised value
25
%
Total impaired loans
$
3,392
$
427
$
2,965
Foreclosed assets held for sale - real estate:
Commercial real estate
$
275
$
0
$
275
Sales comparison
Discount to appraised value
50
%
Residential (1-4 family)
230
0
230
Sales comparison
Discount to appraised value
50
%
Total foreclosed assets held for sale
$
505
$
0
$
505
(Dollars In Thousands)
Weighted
Valuation
Average
Balance at
Allowance at
Fair Value at
Valuation
Unobservable
Discount at
Asset
12/31/2021
12/31/2021
12/31/2021
Technique
Inputs
12/31/2021
Impaired loans:
Commercial:
Commercial loans secured by real estate
$
6,468
$
668
$
5,800
Sales comparison
Discount to appraised value
27
%
Commercial and industrial
72
72
0
Liquidation of assets
Discount to appraised value
100
%
Total impaired loans
$
6,540
$
740
$
5,800
Foreclosed assets held for sale - real estate:
Commercial real estate
$
428
$
0
$
428
Sales comparison
Discount to appraised value
50
%
Residential (1-4 family)
256
0
256
Sales comparison
Discount to appraised value
53
%
Total foreclosed assets held for sale
$
684
$
0
$
684
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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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
June 30, 2022
December 31, 2021
Hierarchy
Carrying
Fair
Carrying
Fair
Level
Amount
Value
Amount
Value
Financial assets:
Cash and cash equivalents
Level 1
$
60,337
$
60,337
$
95,848
$
95,848
Certificates of deposit
Level 2
8,850
8,532
9,100
9,142
Restricted equity securities (included in Other Assets)
Level 2
13,693
13,693
9,562
9,562
Loans, net
Level 3
1,643,057
1,640,553
1,551,312
1,573,955
Accrued interest receivable
Level 2
7,740
7,740
7,235
7,235
Financial liabilities:
Deposits with no stated maturity
Level 2
1,665,866
1,665,866
1,639,167
1,639,167
Time deposits
Level 2
298,404
298,432
285,893
286,962
Short-term borrowings
Level 2
90,042
89,720
1,803
1,603
Long-term borrowings
Level 2
36,791
36,524
28,042
28,347
Senior debt
Level 2
14,733
12,355
14,701
15,016
Subordinated debt
Level 2
24,553
20,639
33,009
33,171
Accrued interest payable
Level 2
179
179
205
205
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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Table of Contents
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.