Citizens & Northern Corporation (CZNC) Earnings Call Transcript & Summary

Hello, and welcome to the 2022 Citizens & Northern Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to the Chairman of the Board, Terry Lehman. The floor is yours.

Thank you, Doug. Before we call the meeting to order, I'd like to thank everyone involved with organizing this virtual meeting of our shareholders and acknowledge the shareholders that have taken the steps to join us once again on the call today. This is now the third year that we are holding our annual meeting of shareholders virtually as we monitor what we all hope will be the last stage of the pandemic. Certainly, the world has changed in dramatic ways over the past 2 years, and we continue to make adjustments as we enter a period that appears to be a new normal in both our business and personal lives. Now we'll move on to the meeting. I call the meeting to order, and once again, welcome all shareholders to this annual meeting. While the format is now more familiar to all of us, we do miss the opportunity to be with everyone in person. We will follow a similar agenda to the 1 we have used in the past. Before we start, I'd like to acknowledge the attendance of Chuck Ferry of Stevens & Lee, who serves as our Corporate Counsel; and Ivan Cilik, the partner with Baker Tilly, who oversees the audit of the corporation and the related services performed by his firm. Thanks to both gentlemen and their staffs for the good work they do on behalf of the corporation and the shareholders. They will be available to respond to questions later in the meeting. We'll begin the business portion of the meeting and provide results of voting on the proxy items, provide abbreviated comments on our results and business activities without the normal slide deck, and then we'll finish with responses to any questions that you may have. The slide you all see will guide us through the agenda. Since we don't have the usual slides, we want to get on the record that we are operating today's meeting with the usual disclaimer regarding forward-looking statements that we have provided at prior meetings. Shareholders who logged in with a control number will have access to submit questions through the moderated messaging Q&A system. Questions will be addressed by myself and management with support from Mr. Ferry and Mr. Cilik. No recording devices will be permitted. Thank you. In accordance with corporate bylaws and the duty set forth by the Board of Directors and consistent with the Board's action at a special meeting, I ask for a motion to appoint myself Chairman of today's meeting.

So move.

Second.

We have a motion in a second. All in favor, aye.

Aye.

Oppose? Motion carries. Also, as set forth in the duties of the Chairman by the Board and rules of order, I appoint our Corporate Secretary, Skye Mahosky, as Secretary of this meeting. I ask the secretary to make note of the appointments. I request the presentation of the affidavit of mailing of notice and proxy statement to shareholders of record February 1, 2022, and order the affidavit be filed.

Mr. Chairman, as set forth in the affidavits, notice of the meeting and the proxy statement were mailed to the shareholders on March 11, 2022.

Notice of the meeting has been mailed to all stockholders as provided by the bylaws and statutes. The meeting has been called for the purpose of, one, electing 4 Class II directors to serve for a term of 3 years; two, approving in an advisory nonbinding vote, the compensation of the company's named executive officers as disclosed in the proxy statement; three, amending the corporation's articles of incorporation to increase the aggregate number of shares of common stock that the corporation may issue from 20 million to 30 million shares; four, ratifying the appointment of Baker Tilly US, LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2022; and finally, transacting such other businesses may be properly brought before the meeting. The shareholders of record on February 1, 2022, hold a total of 15,832,144 shares of Citizens & Northern Corporation stock are entitled to vote either in person or by proxy. A record of all shareholders as of February 1, 2022, is in the possession of the secretary. If any shareholders who have not voted previously wish to do so, please vote now online by following the instructions provided. Madam Secretary is there a majority of common stock represented in person or by proxy, which would represent a quorum?

Yes, Mr. Chairman, a quorum is represented by shares -- or sorry, present by shares represented in person or by proxy, which would represent a quorum.

We have a quorum, and the meeting will continue. I request a motion to dispense with the reading of the minutes of the annual meeting of April 22, 2021.

Second.

Second.

All in favor?

Aye.

Yes.

Oppose? Motion carries. In accordance with the bylaws, the Board has elected Harold F. Hoose, III; Thomas L. Rudy, Jr.; and [ Kathleen J. Myers ] as judges of election. Now that everyone has had an opportunity to vote, I declare the polls for the 2022 Annual Meeting closed. Now I'd like to introduce the members of our Board, all of whom are present at today's meeting, beginning with the nominees that serve as Class II directors: Susan E. Hartley; Leo F. Lambert; Helen S. Santiago; and Katherine W. Shattuck. Continuing directors in Class III are Stephen Dorwart; Timothy Schoener; J. Bradley Scovill; and Aaron K. Singer. And Class I Directors, Bobbi J. Kilmer; myself; Robert G. Loughery; and Frank G. Pellegrino. I'd also like to recognize Clark Frame, who retired from the Board last month. Clark provided valuable insight and counsel to the Board since joining with the Corporation's acquisition of Monument Bank in 2019. As indicated in the proxy statement, the Board of Directors determines in accordance with the bylaws, the size of the Board, which is currently set at 12 members classified into 3 classes. I call for a motion to elect the following nominees as Class II directors for a term of 3 years; Susan E. Hartley; Leo F. Lambert, Helen S. Santiago; Katherine W. Shattuck. The motion and second.

So move.

Second.

Judges of election, the results of the vote, please?

The motion for election of the nominees as Class II directors passed with no less than 63.6% of the shares present or represented by proxy voting in favor. Excluding broker non-votes, no fewer than 91.4% of the shares voted in favor of each nominee.

For the question of the election of 4 Class II directors for 3 years has nominated, the eyes have it. Ms. Hartley, Mr. Lambert, Ms. Santiago and the Shattuck stand elected. I call for a motion to approve the advisory nonbinding vote on the 2021 compensation of the named executive officers as disclosed in the proxy statement. Do I have a motion in the second.

Second.

Judges of election, the results of the vote, please?

The motion to approve the advisory nonbinding vote on the 2021 compensation for named executive officers, as disclosed in the proxy statement passed with 92.2% of the shares voting in favor.

For the question of approval of 2021 compensation for named executive officers, the eyes have it and the proposal stands approved. I call for a motion to approve the amendment to the Corporation's articles of incorporation to increase the aggregate number of shares of common stock that the corporation may issue from 20 million shares to 30 million shares as disclosed in the proxy statement. I have a motion and second.

So moved.

Second.

Judges of election, the results of the vote, please?

The motion to approve the amendment to the corporation's articles of incorporation to increase the aggregate number of shares of common stock that the corporation may issue from 20 million shares to 30 million shares as disclosed in the proxy statement passed with 92.9% of the shares voting in favor.

For the question of approval of the amendment to the Corporation's articles of incorporation to increase the aggregate number of shares of common stock that the corporation may issue from 20 million shares to 30 million shares. The eyes have it and the proposal stands approved. I call for a motion to ratify the appointment of Baker Tilly US, LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2022, as disclosed in the proxy statement.

So moved.

Second.

Judges of election, the results of the vote, please?

The motion to ratify the appointment of Baker Tilly US, LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2022, as disclosed in the proxy statement passed with 96.3% of the shares voting in favor.

For the question of the ratification of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2022, the ayes have it and the proposal stands approved. We have now completed the Board business portion of the meeting, and we'll now hear from our President and CEO, Brad Scovill. Brad?

Thanks, Terry, and thanks again to all of our shareholders present today showing your support for your company. Appreciating your commitment to participating virtually again this year and hope that we have the option next year to join in person. Obviously, it appears that pandemic is winding down as a health crisis, the lifting of many mandates and restrictions, easing our ability to bring folks together and experience the benefits of in-person activities. I start by congratulating Terry on completing a very productive first year as our Chairman, Terry with your leadership and the engagement of the entire Board. We welcome new members, Helen and Kate thank Clark for his service over the past 3 years as he retired and certainly continue to strengthen our governance practices at C&N, providing our shareholders with ongoing confidence in their investment. I'd also like to acknowledge Kim Battin, who served as our Corporate Secretary as she retired "at the end of 2021", to focus attention on her 3 young children. Many of you as shareholders have known Kim, she's provided some support communication and connection to our company. So we wanted to acknowledge that. And also thank [ Kate, Myers ] for her support over the past year. Kim was a great partner for the past 7 years that I've been with the company, and we certainly wish her well. Kate carried a lot of the load in preparing for this meeting as well as bringing Skye Mahosky on Board as our new Corporate Secretary. So I wanted to make sure those introductions were complete as many of you will interact with Skye as well. Kate is moving on to an exciting new role at C&N as a product manager, and we're expecting great things from her in the years ahead. When we met at this time last year, we reflected on the first year of the pandemic and its pervasive impact and how we adjusted as a company to support our customers, teammates and the community. COVID-19 continued to be the overarching story in 2021 as the roller coaster ride of progress and setbacks went on as progress moving through the health-related issues became clear the side effects of public policy and the aggressive monetary and fiscal response to COVID were also coming into focus. Changes in how we work, utilize technology as customers and employees are well documented. Last year, inflation was determined to be transitory. And so the Fed remained passive, federal government continue to deliver additional spending programs to support the economy and infrastructure. We don't have time to talk about the change in public policy relative to the banking industry that's taken place over the past year. But suffice it to say, there's been a major shift there as well. C&N delivered record net income in 2021 of $30.6 million supported by our relationship-based business model, recent expansion and acquisition efforts. Our work to assist customers with PPP loans and forgiveness was critical to many businesses and made a substantial contribution to our earnings as well. Normal business activity gained traction later in the year and our lending deposit gathering and wealth management business performed well. We continued to invest in new markets by adding branch locations in New York and Lancaster and expanded our capacity to deliver value through all C&N business lines into our newer markets, positioning the regional teams to deepen relationships and drive future revenue growth. Internally, realigning our work structure to support this regional approach to relationship management and focus resources on enhancing digital delivery, data management and productivity was a major 2021 initiative, [ SPHR ] in created career opportunities for many of our existing team members, such as Kate and we added a lot of talent to our IT group. We're now positioned to transform how we do business internally and more importantly, ensure that we can create value for current and future customers. The executive team leaned into this effort and our next level senior leadership is proving their capacity to adapt, to lead and to deliver results as well. I'll close out the discussion of 2021 by noting 3 ongoing efforts that enrich C&N's values-based culture. First is our ongoing commitment to giving back, giving together, you've heard of GBGT, C&N's partnership with the community to support people in need. For the first half of last year, we rallied to fight hunger and raised nearly $130,000 were enough to provide 775,000 meals to local families. Our current cause, children and youth has also been successful, reflecting the ongoing depth of this true team effort with our community. Diversity and inclusion plans have also advanced as our D&I team has expanded and is engaged across the organization with the objective of strengthening our team, our culture and our community. With the plan in place, opportunities for engagement and results are regularly communicated across the company, and we recently added the page to the C&N website highlighting this important effort. And finally, we want to recognize our impact team, a group of volunteers that work to support and strengthen our culture by energizing our values and standards, recognizing teammates for their good work and maintaining our strong connection with 1 another. It's an understatement to say that their contribution has been critical during the past 2 years as we have navigated the challenges of integrating the Monument and Covenant teams while adjusting to unexpected remote work arrangements created by the pandemic. Now let's talk about 2022. The year for the world to transition out of COVID-19 adjust to its side effects and move on to whatever the next normal would be. Since the start of the year, inflation has certainly become a less transitory and increasingly critical issue prompting a much more aggressive stance by the Fed as it began to tighten monetary policy. The bond market is, as always, as the Fed, as market rates have risen across the yield curve very quickly, compared to the Fed that will raise rates in a series of steps over time. In February, Russia attacked Ukraine creating an ongoing humanitarian crisis, exacerbating economic uncertainties and further disrupting supply chains around the world. This combination of circumstances has led to talk of possible recession despite the general strength of the U.S. economy and waning COVID impact. With this backdrop, C&N continued to press forward on its plans to grow and transform our approach to creating value. PPP forgiveness was nearly completed during the quarter our commercial pipelines began to increase as our market teams were developing opportunities. Residential mortgage volume has moderated with the rise in interest rates and overall deposit generation has been solid. Our wealth revenues have grown compared to early 2021 due to business development efforts and market performance over the last 2 years. On a digital and IT front, we have advanced the selection and implementation of various platforms that will simplify and streamline business process and reduce friction for our employees and customers. We are working to further refine the structural changes we made to the organization in 2021 to drive our digital delivery and data and information management initiatives. Actively adjusting our structure to align talent, process and systems with the evolving needs of customers is truly a key to creating value. These adjustments also challenge our staff's capacity to implement change as we work hard to balance this transformation with necessary investments in human resources and training as well as the technology. Managing risk effectively has always been a critical element of our success. C&N's overall risk profile remains very strong. Credit quality metrics improved during the quarter as several significant problem loans were resolved successfully. Maintaining underwriting discipline continues to be a priority, given our plans to grow the loan portfolio, while interest rates are rising and some are forecasting recession in the next 12 to 18 months. Capital and liquidity support additional growth and the balance sheet is positioned to benefit from higher interest rates over time. Implementing these new systems and platform changing with discipline will also mitigate the related operational risks and costs that go along with these projects. On the financial front, our first quarter financial results were released just before this meeting started in an 8-K filing, it was a solid start to the year with EPS of $0.44 for the quarter compared to $0.55 in the first 3 months of 2021. Highlights include an increase in net interest income, increased loan loss provision as changes in the portfolio impacted the calculation of our -- the collective portion of the allowance. A reduction in our noninterest income, which was primarily driven by the timing of tax credit income and lower gains on the sale of mortgage loans and we had certainly higher noninterest expenses, primarily due to staffing and IT-related costs. There are many details underlying these themes, and we certainly encourage you to get to the release, read the release in its totality to get a more complete picture of the quarter. Through the opportunities we have pursued and challenges we faced over the past year, your company's financial performance has been consistently strong and CZNC carries a premium valuation relative to many of its peers. We regularly point to our robust capital ratios as an advantage as they demonstrate the capacity to absorb credit losses and the impact of other unforeseen issues such as a pandemic, if they arise while growing the business and continuing to meet regulatory requirements to be considered well capitalized. Given the current economic conditions in world events, we anticipate volatility in the financial markets during the next 12 to 18 months in this exceptional capital position will continue to be a real asset. As we work to create long-term value for all of us and for you, in particular, as our shareholders, we know we can't control the stock price. Producing earnings growth over time is the primary driver of value and is complemented by other actions we can take to position the shares to be fairly valued in the marketplace. As a reminder, in January of last year, the Board approved and announced a common stock repurchase program of up to 1 million shares in open market transactions. During the first quarter of 2022, almost 130,000 shares were repurchased for a total cost of about $3.25 million and an average per share price of $24.85. For the last year, since the plan was approved in early 2021, a total of 429,000 shares have been repurchased at a cost of just over $10.5 million or an average price of $24.80. As a reminder, this program supports our goals of increasing EPS growth by taking some shares off of the market and also our return on equity. Another way that we position this stock for a solid valuation is our ability to pay a strong and consistent cash dividend. At a special meeting earlier today, the Board approved a regular quarterly dividend of $0.28 per common share payable on May 13, 2022 to shareholders of record on May 2, 2022. The same quarterly dividend as the past 4 quarters, producing on an annualized basis, a dividend yield of 4.48% based on yesterday's closing price of $25.02. We expected a challenge in driving earnings growth this year compared to 2021, given the decline in PPP revenues, lower mortgage lending activity, increasing interest rates, financial market volatility and our plans for substantial investments in people and technology. All of these headwinds remain, and the war in Ukraine has joined the list. With that said, our work to build a relationship-based business model versus pursuing a price-driven or transactional approach pays the most dividends during challenging times. It's more difficult road to travel, but is also more difficult for our competition to replicate the value we deliver when our customers and communities need it most. The persistence of our team in pursuing this mission has produced consistent financial performance that the market has valued. We've asked a lot from the C&N team over the past couple of years, and our people have delivered. Our commitment to transformation in 2022 includes another big ask for energy and engagement from the team that will materially enhance our capacity to grow and scale C&N's business in the future. We're looking forward to the opportunities that lie ahead, and we're very confident in our ability to create value for our customers, communities, teammates and shareholders moving forward. Let me close by thanking you again for joining today's meeting and for your ongoing support of the company that you own and now we will take any questions that we received. Mr. Chairman, back to you.

Thank you, Brad. There's been no questions received yet. So since there's been no questions received through the messaging. I'll ask for a motion to adjourn the meeting.

So move.

Second.

The meeting of the shareholders stand adjourned. Thank you.