Citizens & Northern Corp. Files 2023 10-K

Ticker: CZNC · Form: 10-K · Filed: Mar 11, 2024 · CIK: 810958

Sentiment: neutral

Topics: 10-K, financials, commercial-bank

TL;DR

CNB filed its 2023 10-K. All looks standard for a regional bank.

AI Summary

Citizens & Northern Corp. filed its 2023 10-K on March 11, 2024, reporting its financial performance for the fiscal year ending December 31, 2023. The company, a commercial bank based in Wellsboro, PA, operates within the financial services sector. Key financial data and disclosures for the period are detailed within the filing.

Why It Matters

This filing provides investors and analysts with a comprehensive overview of Citizens & Northern Corp.'s financial health, operational performance, and strategic direction for the fiscal year 2023.

Risk Assessment

Risk Level: low — The filing is a standard annual report for a publicly traded company, providing routine financial disclosures.

Key Numbers

Key Players & Entities

FAQ

What was Citizens & Northern Corp.'s total revenue from contracts with customers for the fiscal year ending December 31, 2023?

The filing indicates revenue from contracts with customers, but the specific dollar amount for the fiscal year ending December 31, 2023, is not explicitly stated in the provided snippet.

What is the company's primary business activity as indicated by its SIC code?

The company's SIC code is 6022, which corresponds to 'STATE COMMERCIAL BANKS'.

Where is Citizens & Northern Corp. headquartered?

The company's business and mail address is listed as 90-92 Main St, Wellsboro, PA 16901.

When was this 10-K filing submitted to the SEC?

This 10-K filing was submitted on March 11, 2024.

What is the conformed period of report for this filing?

The conformed period of report is December 31, 2023.

Filing Stats: 4,369 words · 17 min read · ~15 pages · Grade level 15.4 · Accepted 2024-03-11 13:13:22

Key Financial Figures

Filing Documents

Business

Item 1. Business 3-5

Risk Factors

Item 1A. Risk Factors 5-9

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 9

Cybersecurity

Item 1C. Cybersecurity 9-10

Properties

Item 2. Properties 10

Legal Proceedings

Item 3. Legal Proceedings 11

Mine Safety Disclosure

Item 4. Mine Safety Disclosure 11 Part II.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11-13

Reserved

Item 6. Reserved 13

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-38

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38-41

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 42-93

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 94

Controls and Procedures

Item 9A. Controls and Procedures 94

Other Information

Item 9B. Other Information 95 Part III:

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 95

Executive Compensation

Item 11. Executive Compensation 95

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 95

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 95

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 95 Part IV:

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 96-100

Signatures

Signatures 101 2 Table of Contents PART I

BUSINESS

ITEM 1. BUSINESS Citizens & Northern Corporation ("Corporation") is a holding company whose principal activity is community banking. The Corporation's principal office is located in Wellsboro, Pennsylvania. The largest subsidiary is Citizens & Northern Bank ("C&N Bank" or the "Bank"). The Corporation's other wholly-owned subsidiaries are Citizens & Northern Investment Corporation and Bucktail Life Insurance Company ("Bucktail"). Citizens & Northern Investment Corporation was formed in 1999 to engage in investment activities. Bucktail reinsures credit and mortgage life and accident and health insurance on behalf of C&N Bank. Over the past few years, the Corporation has been employing a growth strategy. In 2019 and 2020, the Corporation has expanded into Southeastern Pennsylvania by acquisitions and Southcentral Pennsylvania by opening new branches. The Corporation acquired Covenant Financial, Inc. ("Covenant"), effective July 1, 2020. Covenant was the parent company of Covenant Bank, a commercial bank which operated a community bank office in Bucks County, Pennsylvania and another in Chester County, Pennsylvania. The Covenant acquisition followed the 2019 acquisition of Monument Bancorp, Inc. ("Monument"), a commercial bank with offices in Bucks County. In Southcentral Pennsylvania, in 2021, the Corporation converted the lending office in York, Pennsylvania to a full-service branch and established a new branch in Lancaster, Pennsylvania. Mainly as a result of the acquisitions and subsequent growth in the newer markets, the Corporation's consolidated total assets at December 31, 2023 of $2.5 billion were up 52% from the corresponding total at December 31, 2019. Similarly, gross loans of $1.8 billion at December 31, 2023 were up 56% from December 31, 2019 and total deposits of $2.0 billion were up 61% from December 31, 2019. C&N Bank is a Pennsylvania banking institution that was formed by the consolidation of Northern National Bank of Wellsboro and Citizens Nation

RISK FACTORS

ITEM 1A. RISK FACTORS The Corporation is subject to the many risks and uncertainties applicable to all banking companies, as well as risks specific to the Corporation's geographic locations. Although the Corporation seeks to effectively manage risks, and maintains a level of equity that exceeds the banking regulatory agencies' thresholds for being considered "well capitalized" (see Note 17 to the consolidated financial statements), management cannot predict the future and cannot eliminate the possibility of credit, operational or other losses. Accordingly, actual results may differ materially from management's expectations. Some of the Corporation's significant risks and uncertainties are discussed below. Risk Related to Acquisition Activity – As described in Item 1, the Corporation has completed acquisitions of banking companies in 2020 and 2019 (Covenant and Monument) and expanded its geographic footprint to Southeastern and Southcentral Pennsylvania. Further, management intends to continue to pursue additional acquisition opportunities. Potential acquisitions may disrupt the Corporation's business and dilute shareholder value. We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial service companies. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including: potential exposure to unknown or contingent liabilities of the target company, exposure to potential asset quality issues of the target company, difficulty and expense of integrating the operations and personnel of the target company, potential disruption to the Corporation's business, potential diversion of management's time and attention, the possible loss of key employees and customers of the target company, difficulty in estimating the value of the target company and potential changes in banking or tax laws or regulations t

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