Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data) (Unaudited)
March 31,
December 31,
2021
2020
ASSETS
Cash and due from banks:
Noninterest-bearing
$
22,449
$
24,780
Interest-bearing
184,696
77,077
Total cash and due from banks
207,145
101,857
Available-for-sale debt securities, at fair value
366,376
349,332
Loans receivable
1,614,587
1,644,209
Allowance for loan losses
( 11,661 )
( 11,385 )
Loans, net
1,602,926
1,632,824
Bank-owned life insurance
30,246
30,096
Accrued interest receivable
7,913
8,293
Bank premises and equipment, net
20,740
21,526
Foreclosed assets held for sale
1,472
1,338
Deferred tax asset, net
3,530
2,705
Goodwill
52,505
52,505
Core deposit intangibles, net
3,717
3,851
Other assets
37,025
34,773
TOTAL ASSETS
$
2,333,595
$
2,239,100
LIABILITIES
Deposits:
Noninterest-bearing
$
566,477
$
465,332
Interest-bearing
1,357,448
1,355,137
Total deposits
1,923,925
1,820,469
Short-term borrowings
9,763
20,022
Long-term borrowings
50,467
54,608
Subordinated debt
16,534
16,553
Accrued interest and other liabilities
32,850
27,692
TOTAL LIABILITIES
2,033,539
1,939,344
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 16,013,279 and outstanding 15,999,814 at March 31, 2021;
issued 15,982,815 and outstanding 15,911,984 at December 31, 2020
16,013
15,983
Paid-in capital
143,173
143,644
Retained earnings
134,176
129,703
Treasury stock, at cost; 13,465 shares at March 31, 2021 and 70,831
shares at December 31, 2020
( 265 )
( 1,369 )
Accumulated other comprehensive income
6,959
11,795
TOTAL STOCKHOLDERS' EQUITY
300,056
299,756
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
$
2,333,595
$
2,239,100
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
March 31,
March 31,
2021
2020
INTEREST INCOME
Interest and fees on loans:
Taxable
$
19,491
$
14,461
Tax-exempt
439
459
Income from available-for-sale debt securities:
Taxable
1,113
1,588
Tax-exempt
642
437
Other interest and dividend income
69
92
Total interest and dividend income
21,754
17,037
INTEREST EXPENSE
Interest on deposits
1,278
2,155
Interest on short-term borrowings
15
198
Interest on long-term borrowings
134
295
Interest on subordinated debt
244
107
Total interest expense
1,671
2,755
Net interest income
20,083
14,282
Provision for loan losses
259
1,528
Net interest income after provision for loan losses
19,824
12,754
NONINTEREST INCOME
Trust revenue
1,626
1,479
Brokerage and insurance revenue
326
355
Service charges on deposit accounts
1,015
1,250
Interchange revenue from debit card transactions
881
731
Net gains from sale of loans
1,064
315
Loan servicing fees, net
248
( 14 )
Increase in cash surrender value of life insurance
150
104
Other noninterest income
1,472
1,061
Total noninterest income
6,782
5,281
NONINTEREST EXPENSE
Salaries and employee benefits
8,895
7,378
Net occupancy and equipment expense
1,304
1,103
Data processing and telecommunications expense
1,380
1,224
Automated teller machine and interchange expense
337
297
Pennsylvania shares tax
491
422
Professional fees
547
379
Merger-related expenses
0
141
Other noninterest expense
2,755
2,109
Total noninterest expense
15,709
13,053
Income before income tax provision
10,897
4,982
Income tax provision
2,110
816
NET INCOME
$
8,787
$
4,166
EARNINGS PER COMMON SHARE - BASIC
$
0.55
$
0.30
EARNINGS PER COMMON SHARE - DILUTED
$
0.55
$
0.30
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Consolidated Statements of Comprehensive Income
(In Thousands) (Unaudited)
Three Months Ended
March 31,
March 31,
2021
2020
Net income
$
8,787
$
4,166
Unrealized holding (losses) gains on available-for-sale debt securities
( 6,114 )
7,240
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
( 5 )
88
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 4 )
( 8 )
Other comprehensive (loss) income on unfunded retirement obligations
( 9 )
80
Other comprehensive (loss) income before income tax
( 6,123 )
7,320
Income tax benefit (expense) related to other comprehensive (loss) income
1,287
( 1,537 )
Net other comprehensive (loss) income
( 4,836 )
5,783
Comprehensive income
$
3,951
$
9,949
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)
Three Months Ended
March 31,
March 31,
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
8,787
$
4,166
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses
259
1,528
Net amortization of securities
488
367
Increase in cash surrender value of life insurance
( 150 )
( 104 )
Depreciation and amortization of bank premises and equipment
553
447
Net accretion of purchase accounting adjustments
( 818 )
( 355 )
Stock-based compensation
341
194
Deferred income taxes
462
397
(Increase) decrease in fair value of servicing rights
( 75 )
126
Gains on sales of loans, net
( 1,064 )
( 315 )
Origination of loans held for sale
( 32,478 )
( 10,414 )
Proceeds from sales of loans held for sale
30,727
10,842
Increase in accrued interest receivable and other assets
( 2,190 )
( 1,886 )
Increase (decrease) in accrued interest payable and other liabilities
891
( 799 )
Other
( 20 )
( 67 )
Net Cash Provided by Operating Activities
5,713
4,127
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposit
( 1,250 )
0
Proceeds from sales of available-for-sale debt securities
0
6,722
Proceeds from calls and maturities of available-for-sale debt securities
17,093
17,451
Purchase of available-for-sale debt securities
( 34,494 )
( 12,993 )
Redemption of Federal Home Loan Bank of Pittsburgh stock
584
3,660
Purchase of Federal Home Loan Bank of Pittsburgh stock
( 473 )
( 2,735 )
Net decrease in loans
29,936
15,179
Proceeds from bank owned life insurance
287
0
Proceeds from sales of premises and equipment
495
0
Purchase of premises and equipment
( 239 )
( 1,300 )
Proceeds from sale of foreclosed assets
0
1,253
Other
70
70
Net Cash Provided by Investing Activities
12,009
27,307
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits
103,793
( 2,789 )
Net decrease in short-term borrowings
( 10,211 )
( 48,619 )
Proceeds from long-term borrowings
0
25,891
Repayments of long-term borrowings
( 4,024 )
( 5,074 )
Sale of treasury stock
77
124
Purchase of vested restricted stock for tax withholding
( 157 )
( 163 )
Common dividends paid
( 3,912 )
( 3,328 )
Net Cash Provided by (Used in) Financing Activities
85,566
( 33,958 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
103,288
( 2,524 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
96,017
31,122
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
199,305
$
28,598
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Accrued purchase of certificates of deposit
$
750
$
0
Increase in accrued purchase of available-for-sale debt securities
$
6,245
$
0
Assets acquired through foreclosure of real estate loans
$
134
$
0
Interest paid
$
2,193
$
2,650
Income taxes paid
$
47
$
42
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands Except Share and Per Share Data) (Unaudited)
Accumulated
Other
Common
Treasury
Common
Paid-in
Retained
Comprehensive
Treasury
Three Months Ended March 31, 2021
Shares
Shares
Stock
Capital
Earnings
Income
Stock
Total
Balance, December 31, 2020
15,982,815
70,831
$
15,983
$
143,644
$
129,703
$
11,795
$
( 1,369 )
$
299,756
Net income
8,787
8,787
Other comprehensive loss, net
( 4,836 )
( 4,836 )
Cash dividends declared on common stock, $ .27 per share
( 4,314 )
( 4,314 )
Shares issued for dividend reinvestment plan
19,475
19
383
402
Share issued from treasury and redeemed related to exercise of stock options
( 5,414 )
( 28 )
105
77
Restricted stock granted
10,989
( 63,402 )
11
( 1,240 )
1,229
0
Forfeiture of restricted stock
3,791
73
( 73 )
0
Stock-based compensation expense
341
341
Purchase of restricted stock for tax withholding
7,659
( 157 )
( 157 )
Balance, March 31, 2021
16,013,279
13,465
$
16,013
$
143,173
$
134,176
$
6,959
$
( 265 )
$
300,056
Three Months Ended March 31, 2020
Balance, December 31, 2019
13,934,996
218,551
$
13,935
$
104,519
$
126,480
$
3,691
$
( 4,173 )
$
244,452
Net income
4,166
4,166
Other comprehensive income, net
5,783
5,783
Cash dividends declared on common stock, $ .27 per share
( 3,702 )
( 3,702 )
Shares issued for dividend reinvestment plan
( 13,945 )
104
270
374
Shares issued from treasury and redeemed related to exercise of stock options
( 9,652 )
( 62 )
186
124
Restricted stock granted
( 55,864 )
( 1,079 )
1,079
0
Forfeiture of restricted stock
2,884
55
( 55 )
0
Stock-based compensation expense
194
194
Purchase of restricted stock for tax withholding
5,862
( 163 )
( 163 )
Balance, March 31, 2020
13,934,996
147,836
$
13,935
$
103,731
$
126,944
$
9,474
$
( 2,856 )
$
251,228
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 Corporation and Northern Tier Holding LLC. C&N Bank is the sole member of 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, 2020, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements. Certain 2020 information has been reclassified for consistency with the 2021 presentation.
Operating results reported for the three-month period ended March 31, 2021 might not be indicative of the results for the year ending December 31, 2021. 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.
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.
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 Update 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.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
● Simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue.
The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Corporation has formed a cross functional management team to evaluate and implement changes to contracts with rates indexed to LIBOR and expects to apply the amendments prospectively for applicable loan and other contracts within the effective period of ASU 2020-04.
2. BUSINESS COMBINATIONS
Acquisition of Covenant Financial, Inc.
On July 1, 2020, the Corporation completed its acquisition of Covenant Financial, Inc. (“Covenant”). Covenant was the holding company for Covenant Bank, which operated banking offices in Bucks and Chester Counties of Pennsylvania. The Covenant acquisition has contributed significantly to growth in the size of the Corporation’s balance sheet and in net interest income and noninterest expenses.
In connection with the transaction, the Corporation recorded goodwill of $ 24.1 million and a core deposit intangible asset of $ 3.1 million. Total loans acquired on July 1, 2020 were valued at $ 464.2 million, while total deposits assumed were valued at $ 481.8 million, borrowings were valued at $ 64.0 million and subordinated debt was valued at $ 10.1 million. The Corporation acquired available-for-sale debt securities valued at $ 10.8 million and bank-owned life insurance valued at $ 11.2 million. The assets purchased and liabilities assumed in the merger were recorded at their estimated fair values at the time of closing, subject to refinement for up to one year after the closing date. There were no adjustments to the fair value measurements of assets acquired or liabilities assumed in the first quarter 2021.
Merger-related expenses related to the planned acquisition of Covenant totaled $ 141,000 in the first quarter 2020.
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3. PER SHARE DATA
Basic earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share.
Diluted earnings per common share are calculated under the more dilutive of either the treasury method or the two-class method. Diluted earnings per common share is computed using weighted-average common shares outstanding, plus weighted-average common shares available from the exercise of all dilutive stock options, less the number of shares that could be repurchased with the proceeds of stock option exercises based on the average share price of the Corporation’s common stock during the period.
(In Thousands, Except Share and Per Share Data)
Three Months Ended
March 31,
March 31,
2021
2020
Basic
Net income
$
8,787
$
4,166
Less: Dividends and undistributed earnings allocated to participating securities
( 65 )
( 20 )
Net income attributable to common shares
$
8,722
$
4,146
Basic weighted-average common shares outstanding
15,850,217
13,685,257
Basic earnings per common share (a)
$
0.55
$
0.30
Diluted
Net income attributable to common shares
$
8,722
$
4,146
Basic weighted-average common shares outstanding
15,850,217
13,685,257
Dilutive effect of potential common stock arising from stock options
4,234
13,981
Diluted weighted-average common shares outstanding
15,854,451
13,699,238
Diluted earnings per common share (a)
$
0.55
$
0.30
Weighted-average nonvested restricted shares outstanding
118,442
65,533
(a) Basic and diluted earnings per share under the two-class method are determined on net income reported on the consolidated statements of income, less earnings allocated to non-vested restricted shares with nonforfeitable dividends (participating securities).
Anti-dilutive stock options are excluded from net income per share calculations. There were no anti-dilutive instruments in the three-month periods ended March 31, 2021 and 2020.
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4. COMPREHENSIVE INCOME
Comprehensive income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income (loss). The components of other comprehensive income (loss), and the related tax effects, are as follows:
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended March 31, 2021
Other comprehensive loss from available-for-sale debt securities,
Unrealized holding losses on available-for-sale debt securities
$
( 6,114 )
$
1,285
$
( 4,829 )
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
( 4 )
1
( 3 )
Other comprehensive loss on unfunded retirement obligations
( 9 )
2
( 7 )
Total other comprehensive loss
$
( 6,123 )
$
1,287
$
( 4,836 )
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended March 31, 2020
Other comprehensive income from available-for-sale debt securities,
Unrealized holding gains on available-for-sale debt securities
$
7,240
$
( 1,521 )
$
5,719
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
88
( 18 )
70
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 8 )
2
( 6 )
Other comprehensive income on unfunded retirement obligations
80
( 16 )
64
Total other comprehensive income
$
7,320
$
( 1,537 )
$
5,783
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
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost (before-tax)
Other noninterest expense
Income tax effect
Income tax provision
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Changes in the components of accumulated other comprehensive income are as follows and are presented net of tax:
(In Thousands)
Unrealized
Accumulated
Gains
Unfunded
Other
(Losses)
Retirement
Comprehensive
on Securities
Obligations
Income
Three Months Ended March 31, 2021
Balance, beginning of period
$
11,676
$
119
$
11,795
Other comprehensive loss during three months ended March 31, 2021
( 4,829 )
( 7 )
( 4,836 )
Balance, end of period
$
6,847
$
112
$
6,959
Three Months Ended March 31, 2020
Balance, beginning of period
$
3,511
$
180
$
3,691
Other comprehensive income during three months ended March 31, 2020
5,719
64
5,783
Balance, end of period
$
9,230
$
244
$
9,474
5. CASH AND DUE FROM BANKS
Cash and due from banks at March 31, 2021 and December 31, 2020 include the following:
(In Thousands)
March 31,
December 31,
2021
2020
Cash and cash equivalents
$
199,305
$
96,017
Certificates of deposit
7,840
5,840
Total cash and due from banks
$
207,145
$
101,857
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 March 31, 2021 and December 31, 2020.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
6. SECURITIES
Amortized cost and fair value of available-for-sale debt securities at March 31, 2021 and December 31, 2020 are summarized as follows:
(In Thousands)
March 31, 2021
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
15,117
$
2
$
( 34 )
$
15,085
Obligations of U.S. Government agencies
24,763
670
( 441 )
24,992
Obligations of states and political subdivisions:
Tax-exempt
120,974
4,487
( 343 )
125,118
Taxable
51,823
1,397
( 682 )
52,538
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
38,790
1,099
( 132 )
39,757
Residential collateralized mortgage obligations
52,715
1,299
( 43 )
53,971
Commercial mortgage-backed securities
53,528
1,949
( 562 )
54,915
Total available-for-sale debt securities
$
357,710
$
10,903
$
( 2,237 )
$
366,376
(In Thousands)
December 31, 2020
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
12,184
$
0
$
( 2 )
$
12,182
Obligations of U.S. Government agencies
25,349
1,003
( 8 )
26,344
Obligations of states and political subdivisions:
Tax-exempt
116,427
6,000
( 26 )
122,401
Taxable
45,230
2,246
( 24 )
47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
36,853
1,323
0
38,176
Residential collateralized mortgage obligations
56,048
1,428
( 9 )
57,467
Commercial mortgage-backed securities
42,461
2,849
0
45,310
Total available-for-sale debt securities
$
334,552
$
14,849
$
( 69 )
$
349,332
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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 March 31, 2021 and December 31, 2020:
March 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
$
9,003
$
( 34 )
$
0
$
0
$
9,003
$
( 34 )
Obligations of U.S. Government agencies
12,058
( 441 )
0
0
12,058
( 441 )
Obligations of states and political subdivisions:
Tax-exempt
26,916
( 343 )
0
0
26,916
( 343 )
Taxable
19,588
( 661 )
524
( 21 )
20,112
( 682 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies,
Residential pass-through securities
9,884
( 132 )
0
0
9,884
( 132 )
Residential collateralized mortgage obligations
5,228
( 43 )
0
0
5,228
( 43 )
Commercial mortgage-backed securities
10,624
( 562 )
0
0
10,624
( 562 )
Total temporarily impaired available for sale debt securities
$
93,301
$
( 2,216 )
$
524
$
( 21 )
$
93,825
$
( 2,237 )
December 31, 2020
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
$
9,159
$
( 2 )
$
0
$
0
$
9,159
$
( 2 )
Obligations of U.S. Government agencies
4,992
( 8 )
0
0
4,992
( 8 )
Obligations of states and political subdivisions:
Tax-exempt
3,811
( 26 )
0
0
3,811
( 26 )
Taxable
5,235
( 24 )
0
0
5,235
( 24 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies,
Residential collateralized mortgage obligations
2,861
( 9 )
0
0
2,861
( 9 )
Total temporarily impaired available-for-sale debt securities
$
26,058
$
( 69 )
$
0
$
0
$
26,058
$
( 69 )
Gross realized gains and losses from available-for-sale debt securities were as follows:
(In Thousands)
Three Months Ended
March 31,
March 31,
2021
2020
Gross realized gains from sales
$
0
$
52
Gross realized losses from sales
0
( 52 )
Net realized gains
$
0
$
0
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The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of March 31, 2021. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.
(In Thousands)
March 31, 2021
Amortized
Fair
Cost
Value
Due in one year or less
$
14,667
$
14,760
Due from one year through five years
45,128
46,421
Due from five years through ten years
51,245
52,787
Due after ten years
101,637
103,765
Sub-total
212,677
217,733
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
38,790
39,757
Residential collateralized mortgage obligations
52,715
53,971
Commercial mortgage-backed securities
53,528
54,915
Total
$
357,710
$
366,376
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 $ 254,860,000 at March 31, 2021 and $ 247,373,000 at December 31, 2020 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law. See Note 9 for information concerning securities pledged to secure borrowing arrangements and Note 12 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 other-than-temporary impairment (“OTTI”) at March 31, 2021 is provided below.
Debt Securities
At March 31, 2021 and December 31, 2020, management performed an assessment for possible OTTI of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Corporation’s investment, as well as management’s perception of the credit risk associated with each security. Based on the results of the assessment, management believes impairment of debt securities at March 31, 2021 and December 31, 2020 to be 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 FHLB-Pittsburgh stock, included in Other Assets in the consolidated balance sheets, was $ 9,609,000 at March 31, 2021 and $ 9,720,000 at December 31, 2020. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at March 31, 2021 and December 31, 2020. In making this determination, management concluded that recovery of total
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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 $ 982,000 at March 31, 2021 and $ 1,000,000 at December 31, 2020, consisting exclusively of one mutual fund. There was an unrealized loss on the mutual fund of $ 18,000 at March 31, 2021 and no unrealized gain or loss on the mutual fund at December 31, 2020. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.
7. LOANS
The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at March 31, 2021 and December 31, 2020 are summarized by segment, and by classes within each segment, as follows:
Summary of Loans by Type
(In Thousands)
March 31,
December 31,
2021
2020
Commercial:
Commercial loans secured by real estate
$
524,886
$
531,810
Commercial and industrial
155,828
159,577
Paycheck Protection Program - 1st Draw
71,708
132,269
Paycheck Protection Program - 2nd Draw
66,127
0
Political subdivisions
49,860
53,221
Commercial construction and land
45,307
42,874
Loans secured by farmland
10,897
11,736
Multi-family (5 or more) residential
54,049
55,811
Agricultural loans
2,460
3,164
Other commercial loans
16,315
17,289
Total commercial
997,437
1,007,751
Residential mortgage:
Residential mortgage loans - first liens
518,392
532,947
Residential mortgage loans - junior liens
25,402
27,311
Home equity lines of credit
39,083
39,301
1-4 Family residential construction
18,376
20,613
Total residential mortgage
601,253
620,172
Consumer
15,897
16,286
Total
1,614,587
1,644,209
Less: allowance for loan losses
( 11,661 )
( 11,385 )
Loans, net
$
1,602,926
$
1,632,824
In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $ 7,388,000 at March 31, 2021 and $ 6,286,000 at December 31, 2020.
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 and southeastern 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.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is a $ 2 trillion stimulus package designed to provide relief to U.S. businesses and consumers struggling as a result of the pandemic. A provision in the CARES Act includes creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration
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(“SBA”) and Treasury Department. Under the PPP, the Corporation, as an SBA-certified lender, provides SBA-guaranteed loans to small businesses to pay their employees, rent, mortgage interest, and utilities. PPP loans will be 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.
Section 4013 of the CARES Act provides that, from the period beginning March 1, 2020 until 60 days after the date on which the national emergency concerning the coronavirus (COVID-19) pandemic declared by the President of the United States under the National Emergencies Act terminates (the “applicable period”), the Corporation may elect to suspend U.S. GAAP for loan modifications related to the pandemic that would otherwise be categorized as troubled debt restructurings (TDRs) and suspend any determination of a loan modified as a result of the effects of the pandemic as being a TDR, including impairment for accounting purposes. The suspension is applicable for the term of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. The suspension is not applicable to any adverse impact on the credit of a borrower that is not related to the pandemic.
In addition, the banking regulators and other financial regulators, on March 22, 2020 and revised April 7, 2020, issued a joint interagency statement titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic. Pursuant to the interagency statement, loan modifications that do not meet the conditions of Section 4013 of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. Specifically, the agencies confirmed with the FASB staff that short-term modifications made in good faith in response to the pandemic to borrowers who were current prior to any relief are not TDRs under U.S. GAAP. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. Appropriate allowances for loan and lease losses are expected to be maintained. With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to the pandemic as past due because of the deferral. The interagency statement also states that during short-term pandemic-related loan modifications, these loans generally should not be reported as nonaccrual.
On December 27, 2020, the President of the United States signed into law the Consolidated Appropriations Act, 2021 (the “CAA”), which both funds the federal government until September 30, 2021 and broadly addresses additional COVID-19 responses and relief. Among the additional relief measures included are certain extensions to elements of the CARES Act, including extension of temporary relief from troubled debt restructurings established under Section 4013 of the CARES Act to the earlier of a) January 1, 2022, or b) the date that is 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 PPP loans acquired from Covenant, are recognized in interest income as a yield adjustment over the term of the loans.
The Corporation began accepting and processing applications for loans under the PPP on April 3, 2020. Covenant also engaged in PPP lending starting in early April 2020. As of March 31, 2021, the recorded investment in 1st Draw PPP loans was $ 71,708,000 , including contractual principal balances of $ 72,987,000 , increased by a market rate adjustment on PPP loans acquired from Covenant of $ 164,000 and reduced by net deferred origination fees of $ 1,443,000 . The recorded investment in 2nd Draw PPP loans was $ 66,127,000 , including contractual principal balances of $ 69,000,000 reduced by net deferred origination fees of $ 2,873,000 . Accretion of fees received on 1st Draw PPP loans, net of amortization of the market rate adjustment on PPP loans acquired from Covenant, was $ 1,548,000 and the accretion of fees on 2nd Draw PPP loans was $ 97,000 in the three-month period ended March 31, 2021.
To work with clients impacted by COVID-19, the Corporation is offering short-term loan modifications on a case-by-case basis to borrowers who were current in their payments at the inception of the loan modification program. Prior to the merger, Covenant had a similar program in place, and these modified loans have been incorporated into the Corporation’s program. These efforts have been designed to assist borrowers as they deal with the current crisis and help the Corporation mitigate credit risk. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payments at the end of the modification period and the
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deferred amounts will be moved to the end of the loan term. Consistent with Section 4013 of the CARES Act, the modified loans have not been reported as past due, nonaccrual or as TDRs at March 31, 2021. Most of the initial modifications under the program became effective in March 2020 or the second quarter 2020 and provided a deferral of interest or principal and interest for 90-to-180 days. Many of the loans for which deferrals were granted returned to full payment status prior to March 31, 2021, while additional deferrals have been granted on certain loans. The quantity and balances of modifications outstanding under the program and a summary of their risk ratings at March 31, 2021 are as follows:
Deferrals Remaining
As of March 31, 2021
(Dollars in Thousands)
Number
Purchased
of
Special
Credit
Loans
Pass
Mention
Substandard
Impaired
Total
COVID-19-related loan modifications:
Commercial
Accommodation and food services - hotels
5
$
9,186
$
10,349
$
0
$
0
$
19,535
Lessors of residential buildings and dwellings
3
0
0
55
1,557
1,612
Lessors of nonresidential buildings (except miniwarehouses)
1
0
0
0
1,411
1,411
Transportation and warehousing
4
1,197
0
0
0
1,197
Religious organizations
2
757
0
0
0
757
Real estate rental and leasing - other
1
438
0
0
0
438
Total commercial
16
11,578
10,349
55
2,968
24,950
Residential mortgage
9
619
0
475
0
1,094
Consumer
0
0
0
0
0
0
Total
25
$
12,197
$
10,349
$
530
$
2,968
$
26,044
For the loans in the table above, the deferral periods as of March 31, 2021 expire in the second or third quarters of 2021. The Corporation will continue to evaluate requests for additional deferrals on a case-by-case basis.
The ultimate effect of COVID-19 on the local or broader economy is not known. In June, September and December 2020, and March 2021, the Corporation’s credit administration and commercial lending staffs performed reviews of commercial credits with “Pass” ratings in an effort to reduce the risk of failing to identify loans that should be evaluated for risk rating downgrade or a specific allowance. Updated risk ratings and specific allowances based on that review have been included in the March 31, 2021 information presented below. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its economic impact, the total impact on the Corporation’s loan portfolio is not determinable.
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As described in Note 2, effective July 1, 2020, the Corporation acquired loans pursuant to its acquisition of Covenant, and effective April 1, 2019, the Corporation acquired loans pursuant to the acquisition of Monument Bancorp, Inc. (“Monument”). The acquired loans were recorded at their initial fair value, with adjustments made to the gross amortized cost of loans based on movements in interest rates (market rate adjustment) and based on credit fair value adjustments on non-impaired loans and impaired loans. In the last three quarters of 2019 and in 2020, the Corporation 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 periods ended March 31, 2021 and 2020, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:
(In Thousands)
Three Months Ended
March 31,
March 31,
2021
2020
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period
$
718
$
( 1,415 )
(Amortization) accretion recognized in interest income
( 366 )
147
Adjustments to gross amortized cost of loans at end of period
$
352
$
( 1,268 )
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period
$
( 5,979 )
$
( 1,216 )
Accretion recognized in interest income
797
205
Adjustments to gross amortized cost of loans at end of period
$
( 5,182 )
$
( 1,011 )
A summary of PCI loans held at March 31, 2021 and December 31, 2020 is as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Outstanding balance
$
10,256
$
10,316
Carrying amount
6,781
6,841
The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. In the process of evaluating the loan portfolio, management also considers the Corporation’s exposure to losses from unfunded loan commitments. As of March 31, 2021 and December 31, 2020, management determined that no allowance for credit losses related to unfunded loan commitments was required.
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Transactions within the allowance for loan losses, summarized by segment and class, for the three-month periods ended March 31, 2021 and 2020 were as follows:
Three Months Ended March 31, 2021
December 31, 2020
March 31, 2021
(In Thousands)
Balance
Charge-offs
Recoveries
Provision (Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
3,051
$
0
$
0
$
299
$
3,350
Commercial and industrial
2,245
0
14
( 72 )
2,187
Commercial construction and land
454
0
0
22
476
Loans secured by farmland
120
0
0
( 9 )
111
Multi-family (5 or more) residential
236
0
0
19
255
Agricultural loans
34
0
0
( 8 )
26
Other commercial loans
168
0
0
( 9 )
159
Total commercial
6,308
0
14
242
6,564
Residential mortgage:
Residential mortgage loans - first liens
3,524
0
1
( 18 )
3,507
Residential mortgage loans - junior liens
349
0
0
( 15 )
334
Home equity lines of credit
281
0
1
( 1 )
281
1-4 Family residential construction
99
0
0
( 21 )
78
Total residential mortgage
4,253
0
2
( 55 )
4,200
Consumer
239
( 11 )
12
( 20 )
220
Unallocated
585
0
0
92
677
Total Allowance for Loan Losses
$
11,385
$
( 11 )
$
28
$
259
$
11,661
Three Months Ended March 31, 2020
December 31, 2019
March 31, 2020
(In Thousands)
Balance
Charge-offs
Recoveries
Provision (Credit)
Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate
$
1,921
$
0
$
0
$
11
$
1,932
Commercial and industrial
1,391
( 17 )
0
1,271
2,645
Commercial construction and land
966
0
0
4
970
Loans secured by farmland
158
0
0
( 14 )
144
Multi-family (5 or more) residential
156
0
0
43
199
Agricultural loans
41
0
0
( 2 )
39
Other commercial loans
155
0
0
5
160
Total commercial
4,788
( 17 )
0
1,318
6,089
Residential mortgage:
Residential mortgage loans - first liens
3,405
0
1
166
3,572
Residential mortgage loans - junior liens
384
0
1
29
414
Home equity lines of credit
276
0
1
1
278
1-4 Family residential construction
117
0
0
2
119
Total residential mortgage
4,182
0
3
198
4,383
Consumer
281
( 31 )
11
12
273
Unallocated
585
0
0
0
585
Total Allowance for Loan Losses
$
9,836
$
( 48 )
$
14
$
1,528
$
11,330
For the three months ended March 31, 2021, the provision for loan losses was $ 259,000 , a decrease in expense of $ 1,269,000 as compared to the three months ended March 31, 2020. In the first three months of 2020, the provision included the effects of recording a specific allowance of $ 1,193,000 on a commercial loan for which a charge-off of $ 2,219,000 was subsequently recorded in the third quarter 2020.
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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.
The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of March 31, 2021 and December 31, 2020:
March 31, 2021
Purchased
(In Thousands)
Special
Credit
Pass
Mention
Substandard
Doubtful
Impaired
Total
Commercial:
Commercial loans secured by real estate
$
485,821
$
18,419
$
16,371
$
0
$
4,275
$
524,886
Commercial and Industrial
139,780
8,627
6,537
95
789
155,828
Paycheck Protection Program - 1st Draw
71,708
0
0
0
0
71,708
Paycheck Protection Program - 2nd Draw
66,127
0
0
0
0
66,127
Political subdivisions
49,860
0
0
0
0
49,860
Commercial construction and land
44,543
715
49
0
0
45,307
Loans secured by farmland
9,657
397
843
0
0
10,897
Multi-family (5 or more) residential
49,204
2,380
887
0
1,578
54,049
Agricultural loans
1,880
0
580
0
0
2,460
Other commercial loans
16,315
0
0
0
0
16,315
Total commercial
934,895
30,538
25,267
95
6,642
997,437
Residential Mortgage:
Residential Mortgage loans - first liens
501,338
5,397
11,583
0
74
518,392
Residential Mortgage loans - junior liens
24,601
132
604
0
65
25,402
Home equity lines of credit
38,326
59
698
0
0
39,083
1-4 Family residential construction
18,376
0
0
0
0
18,376
Total residential mortgage
582,641
5,588
12,885
0
139
601,253
Consumer
15,784
0
113
0
0
15,897
Totals
$
1,533,320
$
36,126
$
38,265
$
95
$
6,781
$
1,614,587
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December 31, 2020
Purchased
(In Thousands)
Special
Credit
Pass
Mention
Substandard
Doubtful
Impaired
Total
Commercial:
Commercial loans secured by real estate
$
494,876
$
17,374
$
15,262
$
0
$
4,298
$
531,810
Commercial and Industrial
143,500
8,025
7,268
0
784
159,577
Paycheck Protection Program - 1st Draw
132,269
0
0
0
0
132,269
Political subdivisions
53,221
0
0
0
0
53,221
Commercial construction and land
42,110
715
49
0
0
42,874
Loans secured by farmland
10,473
405
858
0
0
11,736
Multi-family (5 or more) residential
50,563
2,405
1,229
0
1,614
55,811
Agricultural loans
2,569
0
595
0
0
3,164
Other commercial loans
17,289
0
0
0
0
17,289
Total commercial
946,870
28,924
25,261
0
6,696
1,007,751
Residential Mortgage:
Residential Mortgage loans - first liens
516,685
6,192
9,994
0
76
532,947
Residential Mortgage loans - junior liens
26,480
141
621
0
69
27,311
Home equity lines of credit
38,529
59
713
0
0
39,301
1-4 Family residential construction
20,613
0
0
0
0
20,613
Total residential mortgage
602,307
6,392
11,328
0
145
620,172
Consumer
16,172
0
114
0
0
16,286
Totals
$
1,565,349
$
35,316
$
36,703
$
0
$
6,841
$
1,644,209
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The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of March 31, 2021 and December 31, 2020.
March 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
$
12,749
$
512,137
$
524,886
$
899
$
2,451
$
3,350
Commercial and industrial
1,422
154,406
155,828
71
2,116
2,187
Paycheck Protection Program - 1st Draw
0
71,708
71,708
0
0
0
Paycheck Protection Program - 2nd Draw
0
66,127
66,127
0
0
0
Political subdivisions
0
49,860
49,860
0
0
0
Commercial construction and land
0
45,307
45,307
0
476
476
Loans secured by farmland
84
10,813
10,897
0
111
111
Multi-family (5 or more) residential
1,578
52,471
54,049
0
255
255
Agricultural loans
0
2,460
2,460
0
26
26
Other commercial loans
0
16,315
16,315
0
159
159
Total commercial
15,833
981,604
997,437
970
5,594
6,564
Residential mortgage:
Residential mortgage loans - first liens
1,920
516,472
518,392
8
3,499
3,507
Residential mortgage loans - junior liens
405
24,997
25,402
146
188
334
Home equity lines of credit
0
39,083
39,083
0
281
281
1-4 Family residential construction
0
18,376
18,376
0
78
78
Total residential mortgage
2,325
598,928
601,253
154
4,046
4,200
Consumer
0
15,897
15,897
0
220
220
Unallocated
677
Total
$
18,158
$
1,596,429
$
1,614,587
$
1,124
$
9,860
$
11,661
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31, 2020
Loans:
Allowance for Loan Losses:
(In Thousands)
Individually
Collectively
Individually
Collectively
Evaluated
Evaluated
Totals
Evaluated
Evaluated
Totals
Commercial:
Commercial loans secured by real estate
$
11,962
$
519,848
$
531,810
$
692
$
2,359
$
3,051
Commercial and industrial
1,359
158,218
159,577
71
2,174
2,245
Paycheck Protection Program - 1st Draw
0
132,269
132,269
0
0
0
Political subdivisions
0
53,221
53,221
0
0
0
Commercial construction and land
0
42,874
42,874
0
454
454
Loans secured by farmland
84
11,652
11,736
0
120
120
Multi-family (5 or more) residential
1,614
54,197
55,811
0
236
236
Agricultural loans
0
3,164
3,164
0
34
34
Other commercial loans
0
17,289
17,289
0
168
168
Total commercial
15,019
992,732
1,007,751
763
5,545
6,308
Residential mortgage:
Residential mortgage loans - first liens
2,385
530,562
532,947
9
3,515
3,524
Residential mortgage loans - junior liens
414
26,897
27,311
153
196
349
Home equity lines of credit
0
39,301
39,301
0
281
281
1-4 Family residential construction
0
20,613
20,613
0
99
99
Total residential mortgage
2,799
617,373
620,172
162
4,091
4,253
Consumer
0
16,286
16,286
0
239
239
Unallocated
585
Total
$
17,818
$
1,626,391
$
1,644,209
$
925
$
9,875
$
11,385
Summary information related to impaired loans at March 31, 2021 and December 31, 2020 is provided in the table immediately below.
(In Thousands)
March 31, 2021
December 31, 2020
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
$
6,731
$
4,961
$
0
$
7,168
$
5,398
$
0
Commercial and industrial
1,844
1,350
0
1,781
1,287
0
Residential mortgage loans - first liens
731
731
0
1,248
1,248
0
Residential mortgage loans - junior liens
155
100
0
160
105
0
Loans secured by farmland
84
84
0
84
84
0
Multi-family (5 or more) residential
2,734
1,578
0
2,770
1,614
0
Total with no related allowance recorded
12,279
8,804
0
13,211
9,736
0
With a related allowance recorded:
Commercial loans secured by real estate
7,788
7,788
898
6,501
6,501
691
Commercial and industrial
72
72
72
72
72
72
Residential mortgage loans - first liens
1,189
1,189
8
1,200
1,200
9
Residential mortgage loans - junior liens
305
305
146
309
309
153
Total with a related allowance recorded
9,354
9,354
1,124
8,082
8,082
925
Total
$
21,633
$
18,158
$
1,124
$
21,293
$
17,818
$
925
In the table immediately above, loans to two borrowers are presented under the Residential mortgage loans – first liens and Residential mortgage loans – junior liens classes. Each of these loans is collateralized by one property, and the allowance associated with each of these loans was determined based on an analysis of the total amounts of the Corporation’s exposure in comparison to the estimated net
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
proceeds if the Corporation were to sell the property. The total allowance related to these two borrowers was $ 146,000 at March 31, 2021 and $ 153,000 at December 31, 2020.
The average balance of impaired loans, excluding purchased credit 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
Three Months Ended
March 31,
March 31,
2021
2020
2021
2020
Commercial:
Commercial loans secured by real estate
$
12,203
$
387
$
143
$
4
Commercial and industrial
1,082
2,872
12
1
Commercial construction and land
49
1,308
1
12
Loans secured by farmland
84
516
1
17
Multi-family (5 or more) residential
1,596
0
61
0
Agricultural loans
69
76
2
0
Other commercial loans
0
50
0
1
Total commercial
15,083
5,209
220
35
Residential mortgage:
Residential mortgage loans - first lien
2,451
1,232
37
8
Residential mortgage loans - junior lien
437
382
5
0
Home equity lines of credit
18
65
0
1
Total residential mortgage
2,906
1,679
42
9
Consumer
0
0
0
0
Total
$
17,989
$
6,888
$
262
$
44
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The breakdown by portfolio segment and class of nonaccrual loans and loans past due ninety days or more and still accruing is as follows:
(In Thousands)
March 31, 2021
December 31, 2020
Past Due
Past Due
90+ Days and
90+ Days and
Accruing
Nonaccrual
Accruing
Nonaccrual
Commercial:
Commercial loans secured by real estate
$
155
$
12,648
$
395
$
11,550
Commercial and industrial
103
1,047
142
970
Commercial construction and land
0
49
0
49
Loans secured by farmland
188
84
188
84
Multi-family (5 or more) residential
0
1,578
0
1,614
Other commercial
0
0
71
0
Total commercial
446
15,406
796
14,267
Residential mortgage:
Residential mortgage loans - first liens
550
5,964
838
6,387
Residential mortgage loans - junior liens
45
370
52
378
Home equity lines of credit
196
295
233
299
Total residential mortgage
791
6,629
1,123
7,064
Consumer
48
81
56
85
Totals
$
1,285
$
22,116
$
1,975
$
21,416
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 $ 6,781,000 at March 31, 2021 and $ 6,841,000 at December 31, 2020 are classified as nonaccrual.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The table below presents a summary of the contractual aging of loans as of March 31, 2021 and December 31, 2020. Loans modified under the Corporation’s program designed to work with clients impacted by COVID-19, as described above, are included in the current and past due less than 30 days category in the table that follows.
(In Thousands)
As of March 31, 2021
As of December 31, 2020
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
$
519,474
$
630
$
4,782
$
524,886
$
529,998
$
66
$
1,746
$
531,810
Commercial and industrial
154,745
94
989
155,828
158,523
55
999
159,577
Paycheck Protection Program - 1st Draw
71,708
0
0
71,708
132,269
0
0
132,269
Paycheck Protection Program - 2nd Draw
66,127
0
0
66,127
0
0
0
0
Political subdivisions
49,860
0
0
49,860
53,221
0
0
53,221
Commercial construction and land
45,060
198
49
45,307
42,590
284
0
42,874
Loans secured by farmland
10,593
82
222
10,897
11,419
95
222
11,736
Multi-family (5 or more) residential
54,049
0
0
54,049
53,860
1,951
0
55,811
Agricultural loans
2,364
96
0
2,460
3,091
2
71
3,164
Other commercial loans
16,315
0
0
16,315
17,289
0
0
17,289
Total commercial
990,295
1,100
6,042
997,437
1,002,260
2,453
3,038
1,007,751
Residential mortgage:
Residential mortgage loans - first liens
508,818
7,176
2,398
518,392
523,191
5,703
4,053
532,947
Residential mortgage loans - junior liens
25,201
20
181
25,402
27,009
111
191
27,311
Home equity lines of credit
38,455
432
196
39,083
38,919
101
281
39,301
1-4 Family residential construction
18,376
0
0
18,376
20,457
156
0
20,613
Total residential mortgage
590,850
7,628
2,775
601,253
609,576
6,071
4,525
620,172
Consumer
15,752
26
119
15,897
16,063
83
140
16,286
Totals
$
1,596,897
$
8,754
$
8,936
$
1,614,587
$
1,627,899
$
8,607
$
7,703
$
1,644,209
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Nonaccrual loans are included in the contractual aging in the immediately preceding table. A summary of the contractual aging of nonaccrual loans at March 31, 2021 and December 31, 2020 is as follows:
(In Thousands)
Current &
Past Due
Past Due
Past Due
Less than
30-89
90+
30 Days
Days
Days
Total
March 31, 2021 Nonaccrual Totals
$
12,654
$
1,861
$
7,601
$
22,116
December 31, 2020 Nonaccrual Totals
$
12,999
$
2,689
$
5,728
$
21,416
Loans whose terms are modified are classified as TDRs if the Corporation grants such borrowers concessions, and it is deemed that those borrowers are experiencing financial difficulty. Loans classified as TDRs are designated as impaired. The outstanding balance of loans subject to TDRs, as well as contractual aging information at March 31, 2021 and December 31, 2020 is as follows:
(In Thousands)
Current &
Past Due
Past Due
Past Due
Less than
30-89
90+
30 Days
Days
Days
Nonaccrual
Total
March 31, 2021 Totals
$
176
$
126
$
67
$
6,816
$
7,185
December 31, 2020 Totals
$
166
$
0
$
418
$
6,867
$
7,451
At March 31, 2021 and December 31, 2020, there were no commitments to loan additional funds to borrowers whose loans have been classified as TDRs.
TDRs that occurred during the three-month periods ended March 31, 2021 and 2020 are as follows:
Three Months Ended
Three Months Ended
March 31, 2021
March 31, 2020
Post-
Post-
Number
Modification
Number
Modification
of
Recorded
of
Recorded
(Balances in Thousands)
Loans
Investment
Loans
Investment
Residential mortgage - first liens,
Reduced monthly payments and extended maturity date
1
$
12
0
$
0
Residential mortgage - junior liens,
New loan at lower than risk-adjusted market rate to borrower from whom short sale of other collateral was accepted
0
0
1
30
Consumer,
Reduced monthly payments and extended maturity date
1
24
0
0
Total
2
$
36
1
$
30
In the three-month periods ended March 31, 2021 and 2020, 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)
Three Months Ended
Three Months Ended
March 31, 2021
March 31, 2020
Number
Number
of
Recorded
of
Recorded
Loans
Investment
Loans
Investment
Commercial loans secured by real estate
1
$
3,392
0
$
0
Total
1
$
3,392
0
$
0
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in foreclosed assets held for sale in the unaudited consolidated balance sheets) is as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Foreclosed residential real estate
$
218
$
80
The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Residential real estate in process of foreclosure
$
1,852
$
1,246
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Information related to core deposit intangibles is as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Gross amount
$
6,639
$
6,639
Accumulated amortization
( 2,922 )
( 2,788 )
Net
$
3,717
$
3,851
Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:
(In Thousands)
Three Months Ended
March 31,
March 31,
2021
2020
Amortization expense
$
134
$
62
Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At March 31, 2021 and December 31, 2020, the net carrying value of goodwill was $ 52,505,000 . There were no changes in the carrying value of goodwill in the three-month periods ended March 31, 2021 and 2020.
9. BORROWED FUNDS AND SUBORDINATED DEBT
Short-term borrowings (initial maturity within one year) include the following:
(In Thousands)
March 31,
December 31,
2021
2020
FHLB-Pittsburgh borrowings
$
8,018
$
18,066
Customer repurchase agreements
1,745
1,956
Total short-term borrowings
$
9,763
$
20,022
At March 31, 2021, short-term borrowings from FHLB-Pittsburgh include two advances with par values totaling $ 8,000,000 which are presented in the table inclusive of the unaccreted purchase accounting adjustment, with a weighted-average effective interest rate of 0.42 %. At December 31, 2020, short-term borrowings from FHLB-Pittsburgh included five advances totaling $ 18,000,000 par value, with a weighted average effective interest rate of 0.43 %.
The Corporation had available credit with other correspondent banks totaling $ 45,000,000 at March 31, 2021 and December 31, 2020. These lines of credit are primarily unsecured. No amounts were outstanding at March 31, 2021 or December 31, 2020.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At March 31, 2021, the Corporation had available credit in the amount of $ 14,522,000 on this line with no outstanding advances. At December 31, 2020, the Corporation had available credit in the amount of $ 14,654,000 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 $ 14,992,000 at March 31, 2021 and $ 15,126,000 at December 31, 2020.
The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10 %at March 31, 2021 and December 31, 2020. The carrying value of the underlying securities was $ 1,780,000 at March 31, 2021 and $ 1,980,000 at December 31, 2020.
The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,033,262,000 at March 31, 2021 and $ 1,049,690,000 at December 31, 2020. 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 $ 9,609,000 at March 31, 2021 and $ 9,720,000 at December 31, 2020. In addition to the short-term and long-term borrowings shown in these tables, there was a $ 400,000 letter of credit from FHLB-Pittsburgh outstanding at March 31, 2021. The Corporation’s total credit facility with FHLB-Pittsburgh was $ 761,761,000 at March 31, 2021, including an unused (available) amount of $ 703,562,000 . At December 31, 2020, the Corporation’s total credit facility with FHLB-Pittsburgh was $ 771,199,000 , including an unused (available) amount of $ 698,977,000 .
LONG-TERM BORROWINGS
Long-term borrowings from FHLB-Pittsburgh are as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Loans maturing in 2021 with a weighted-average rate of 1.31 %
$
22,072
$
26,098
Loans maturing in 2022 with a weighted-average rate of 0.60 %
15,626
15,682
Loans maturing in 2023 with a weighted-average rate of 0.73 %
7,198
7,224
Loans maturing in 2024 with a weighted-average rate of 0.75 %
5,127
5,137
Loan maturing in 2025 with an average rate of 4.91 %
444
467
Total long-term FHLB-Pittsburgh borrowings
$
50,467
$
54,608
_____________________________________________________
Note: Weighted-average rates are presented as of March 31, 2021.
SUBORDINATED DEBT
At March 31, 2021 and December 31, 2020, outstanding subordinated debt agreements are as follows:
(In Thousands)
March 31,
December 31,
2021
2020
Agreements with an aggregate par value of $ 8,000,000 ; bearing interest at 6.25 %; maturing in June 2026 and redeemable at par in June 2021
$
8,012
$
8,027
Agreements with an aggregate par value of $ 6,500,000 ; bearing interest at 6.50 %; maturing in April 2027 and redeemable at par in April 2022
6,500
6,500
Agreement with a par value of $ 2,000,000 ; bearing interest at 6.50 %; maturing in July 2027 and redeemable at par in July 2022
2,022
2,026
Total carrying value
$
16,534
$
16,553
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
10. 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 2021 restricted stock awards under the Stock Incentive Plan vest ratably over three years , and the 2021 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year . Following is a summary of restricted stock awards granted in the three-month period ended March 31, 2021:
(Dollars in Thousands)
Aggregate
Grant
Date
Number of
Fair
Shares
Value
1st quarter 2021 awards:
Time-based awards to independent directors
10,989
$
220
Time-based awards to employees
46,178
924
Performance-based awards to employees
17,224
345
Total
74,391
$
1,489
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, 2021 is estimated to total $ 1,600,000 . Total stock-based compensation expense attributable to restricted stock awards amounted to $ 341,000 in the first quarter 2021 and $ 194,000 in the first quarter 2020.
11. CONTINGENCIES
Litigation Matters
In the normal course of business, the Corporation may be subject to pending and threatened lawsuits in which claims for monetary damages could be asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of such pending legal proceedings.
Trust Department Tax Reporting Contingency
The Corporation has incurred operational losses from compliance oversight related to trust department tax preparation and administration activities that occurred prior to 2020. In 2020, the Corporation made changes in internal controls and personnel responsible for trust department tax administration activities. Management implemented the changes in internal controls and personnel in an effort to mitigate and prevent the likelihood of new instances of non-compliance from trust department tax administration activities. Estimated losses related to trust department tax compliance matters totaled $ 107,000 in the first quarter 2021, with no corresponding amount in the first quarter 2020. These losses are included in other noninterest expense in the consolidated statements of income. The balance of accrued interest and other liabilities in the consolidated balance sheets includes $ 429,000 at March 31, 2021 and $ 322,000 at December 31, 2020 related to specific tax compliance matters that have been identified; however, no estimate can be made of the amount of additional expenses that may be incurred related to these matters.
12. 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 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.
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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 $ 129,416,000 at March 31, 2021 and $ 135,740,000 at December 31, 2020. There were no interest rate swaps originated in the first quarter 2021or first quarter 2020. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at March 31, 2021. In the first quarter 2021, the net impact on the consolidated statements of income from interest rate swaps was a reduction in interest income on loans of $ 338,000 . There were no interest rate swaps in place in the first quarter 2020.
The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at March 31, 2021 and December 31,2020:
(In Thousands)
At March 31, 2021
At December 31, 2020
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
$
64,708
$
3,933
$
64,708
$
3,933
$
67,870
$
6,566
$
67,870
$
6,566
(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 $ 9,145,000 were pledged as collateral against the Corporation’s liability related to the interest rate swaps at March 31, 2021.
13. 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
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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.
At March 31, 2021 and December 31, 2020, assets and liabilities measured at fair value and the valuation methods used are as follows:
March 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
$
0
$
15,085
$
0
$
15,085
Obligations of U.S. Government agencies
0
24,992
0
24,992
Obligations of states and political subdivisions:
Tax-exempt
0
125,118
0
125,118
Taxable
0
52,538
0
52,538
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
39,757
0
39,757
Residential collateralized mortgage obligations
0
53,971
0
53,971
Commercial mortgage-backed securities
0
54,915
0
54,915
Total available-for-sale debt securities
0
366,376
0
366,376
Marketable equity security
982
0
0
982
Servicing rights
0
0
1,956
1,956
Interest rate swap agreements, assets
0
3,933
0
3,933
Total recurring fair value measurements, assets
$
982
$
370,309
$
1,956
$
373,247
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities
$
0
$
3,933
$
0
$
3,933
Nonrecurring fair value measurements, assets:
Impaired loans with a valuation allowance
$
0
$
0
$
9,354
$
9,354
Valuation allowance
0
0
( 1,124 )
( 1,124 )
Impaired loans, net
0
0
8,230
8,230
Foreclosed assets held for sale
0
0
1,472
1,472
Total nonrecurring fair value measurements, assets
$
0
$
0
$
9,702
$
9,702
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December 31, 2020
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
$
0
$
12,182
$
0
$
12,182
Obligations of U.S. Government agencies
0
26,344
0
26,344
Obligations of states and political subdivisions:
Tax-exempt
0
122,401
0
122,401
Taxable
0
47,452
0
47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
38,176
0
38,176
Residential collateralized mortgage obligations
0
57,467
0
57,467
Commercial mortgage-backed securities
0
45,310
0
45,310
Total available-for-sale debt securities
0
349,332
0
349,332
Marketable equity security
1,000
0
0
1,000
Servicing rights
0
0
1,689
1,689
Interest rate swap agreements, assets
0
6,566
0
6,566
Total recurring fair value measurements, assets
$
1,000
$
355,898
$
1,689
$
358,587
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities
$
0
$
6,566
$
0
$
6,566
Nonrecurring fair value measurements, assets:
Impaired loans with a valuation allowance
$
0
$
0
$
8,082
$
8,082
Valuation allowance
0
0
( 925 )
( 925 )
Impaired loans, net
0
0
7,157
7,157
Foreclosed assets held for sale
0
0
1,338
1,338
Total nonrecurring fair value measurements, assets
$
0
$
0
$
8,495
$
8,495
Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management.
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At March 31, 2021 and December 31, 2020, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:
Fair Value at
3/31/2021
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
3/31/2021
Servicing rights
$
1,956
Discounted cash flow
Discount rate
13.00
%
Rate used through modeling period
Loan prepayment speeds
239.00
%
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
12/31/2020
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
12/31/2020
Servicing rights
$
1,689
Discounted cash flow
Discount rate
13.00
%
Rate used through modeling period
Loan prepayment speeds
277.00
%
Weighted-average PSA
Servicing fees
0.25
%
of loan balances
4.00
%
of payments are late
5.00
%
late fees assessed
$
1.94
Miscellaneous fees per account per month
Servicing costs
$
6.00
Monthly servicing cost per account
$
24.00
Additional monthly servicing cost per loan on loans more than 30 days delinquent
1.50
%
of loans more than 30 days delinquent
3.00
%
annual increase in servicing costs
The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans. Unrealized gains (losses) in fair value of servicing rights are included in Loan servicing fees, net, in the unaudited consolidated statements of income.
Following is a reconciliation of activity for Level 3 assets measured at fair value on a recurring basis:
(In Thousands)
Three Months Ended
March 31, 2021
March 31, 2020
Servicing rights balance, beginning of period
$
1,689
$
1,277
Originations of servicing rights
192
75
Unrealized gain (loss) included in earnings
75
( 126 )
Servicing rights balance, end of period
$
1,956
$
1,226
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. For commercial and industrial and agricultural loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging data or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.
At March 31, 2021 and December 31, 2020, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:
(Dollars In Thousands)
Weighted
Valuation
Average
Balance at
Allowance at
Fair Value at
Valuation
Unobservable
Discount at
Asset
3/31/2021
3/31/2021
3/31/2021
Technique
Inputs
3/31/2021
Impaired loans:
Commercial:
Commercial loans secured by real estate
$
7,788
$
898
$
6,890
Sales comparison
Discount to appraised value
35
%
Commercial and industrial
72
72
0
Liquidation of assets
Discount to appraised value
100
%
Residential mortgage loans - first and junior liens
1,494
154
1,340
Sales comparison
Discount to appraised value
31
%
Total impaired loans
$
9,354
$
1,124
$
8,230
Foreclosed assets held for sale - real estate:
Commercial real estate
$
1,254
$
0
$
1,254
Sales comparison
Discount to appraised value
44
%
Residential (1-4 family)
218
0
218
Sales comparison
Discount to appraised value
27
%
Total foreclosed assets held for sale
$
1,472
$
0
$
1,472
(Dollars In Thousands)
Weighted
Valuation
Average
Balance at
Allowance at
Fair Value at
Valuation
Unobservable
Discount at
Asset
12/31/2020
12/31/2020
12/31/2020
Technique
Inputs
12/31/2020
Impaired loans:
Commercial:
Commercial loans secured by real estate
$
6,501
$
691
$
5,810
Sales comparison
Discount to appraised value
28
%
Commercial and industrial
72
72
0
Liquidation of assets
Discount to appraised value
100
%
Residential mortgage loans - first and junior liens
1,509
162
1,347
Sales comparison
Discount to appraised value
31
%
Total impaired loans
$
8,082
$
925
$
7,157
Foreclosed assets held for sale - real estate:
Commercial real estate
$
1,258
$
0
$
1,258
Sales comparison
Discount to appraised value
44
%
Residential (1-4 family)
80
0
80
Sales comparison
Discount to appraised value
36
%
Total foreclosed assets held for sale
$
1,338
$
0
$
1,338
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
March 31, 2021
December 31, 2020
Hierarchy
Carrying
Fair
Carrying
Fair
Level
Amount
Value
Amount
Value
Financial assets:
Cash and cash equivalents
Level 1
$
199,305
$
199,305
$
96,017
$
96,017
Certificates of deposit
Level 2
7,840
8,012
5,840
6,054
Restricted equity securities (included in Other Assets)
Level 2
9,859
9,859
9,970
9,970
Loans, net
Level 3
1,602,926
1,617,298
1,632,824
1,646,207
Accrued interest receivable
Level 2
7,913
7,913
8,293
8,293
Interest rate swap agreements
Level 2
3,933
3,933
6,566
6,566
Financial liabilities:
Deposits with no stated maturity
Level 2
1,576,759
1,576,759
1,430,062
1,430,062
Time deposits
Level 2
347,166
349,693
390,407
393,566
Short-term borrowings
Level 2
9,763
9,600
20,022
19,974
Long-term borrowings
Level 2
50,467
51,318
54,608
55,723
Subordinated debt
Level 2
16,534
16,534
16,553
16,680
Accrued interest payable
Level 2
547
547
390
390
Interest rate swap agreements
Level 2
3,933
3,933
6,566
6,566
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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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.