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

Hello, and welcome to the Citizens & Northern Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen. By typing your message, then clicking the send icon to the right of the message box. The meeting is about to begin.

Welcoming to the 36th Annual Meeting of Shareholders of Citizens & Northern Corporation. This is now the 5th year that we are holding our meeting virtually. Shareholders who have logged in using their control number may ask questions at any time during the meeting. Shareholders who logged in as a guest will not be able to ask questions. To ask a question, click on the messaging icon at the top of the left side of your screen, type your question into the text box and then click the send icon at the right of the text box. We will address questions at the end of the meeting after Brad Scovill's comments. I will now call the meeting to order. My name is Terry Lehman, I'm Board Chair of Citizens & Northern Corporation. I've been appointed by the Board of Directors to be Chair of this annual meeting of shareholders. Glenn James has similarly been appointed Secretary of this meeting. Glenn serves as General Counsel and Corporate Secretary for Citizens & Northern Corporation. I now ask the Secretary to present the affidavit of mailing of notice of the meeting and proxy statement.

Mr. Chairman, as set forth in the affidavit, the notice of meeting and the proxy statement were mailed to the shareholders on the 15th of March instant.

Proper notice of this meeting having been given the order of business; will be introduction of the directors, voting on the 3 proposals set out in the meeting notice, the President's remarks and a question-and-answer session. Now I would like to introduce our Board of Directors. The Board is very engaged throughout the year and has solid committee leadership. Each of our board member serves along at least 3 corporation committees. Brad Scovill, serves as President. He's also Chair of the Finance and Loan Committee and the ALCO Committee; Susan Hartley, Chair of the Governance and Nominating Committee; Leo Lambert; Frank Pellegrino, Wealth Committee Chair; Aaron Singer, IT Committee Chair; Bobbi Kilmer, Compensation Committee Chair; Stephen Dorwart, Audit Committee Chair; Rob Loughery; Helen Santiago; and Kate Shattuck. You can find each director's bio in the proxy statement starting at Page 9. I'd also like to recognize Nikki Bielick of Baker Tilly, our independent audit firm. The meeting has been called for the purpose of, one, election of 4 Class I directors to serve for a term of 3 years and until their successors were elected; two, approving in an advisory vote, the compensation of the corporation's named executive officers; three, ratifying the appointment of Baker Tilly US LLP as independent auditor and; four, transacting such other business as may properly come before the meeting. Shareholders of record as of February 6, 2024, holding a total of 15,338,420 shares are entitled to vote in person or by proxy. The Secretary holds a record of all shares as of the record date. Any shareholders who have not previously voted may do so now online by clicking on the voting link on your meeting screen and following the instructions provided. Mr. Secretary, do we have a quorum?

Mr. Chairman, the majority of shares being represented in person or by proxy, we have a quorum.

As the first order of business, may I have a motion to waive reading of the minutes of last year's Annual Meeting of Shareholders.

So moved.

Second.

We have a motion and a second, those minutes stand approved. In accordance with the bylaws, the Board of Directors have appointed Tom Rudy, Harold Hoose and Blair Rush as judges of election. Is there anyone who has not voted but wants to vote. Hearing none, I declare the polls closed. I call for a motion to elect the following nominees as Class I directors for a term of 3 years and until their successors are elected: Bobbi J. Kilmer, Terry L. Lehman, Robert G. Loughery; and Frank G. Pellegrino.

So moved.

Second.

We have a motion and a second judges of election, maybe we have the results of the vote.

The motion for election of the nominees as Class 1 directors passed excluding broker non-votes, 79% of the shares present or represented by proxy voted in favor of each nominee.

On the question of the election of 4 Class I directors for 3-year terms and until their successors are elected. Each of the nominees receiving a majority of the votes cast. Ms. Kilmer, Mr. Lehman, Mr. Loughery and Mr. Pellegrino stand elected. I now call for a motion to approve the 2023 compensation of the named executive officers as disclosed in the proxy statement.

So moved.

Second.

We have a motion and a second. Judges of election may we have the results of the vote?

The motion to approve the advisory nonbinding vote on the 2023 compensation for named executive officers as disclosed in the proxy statement passed. Excluding broker non-votes and abstentions, 82% of the shares voted in favor.

On the question of the approval of the 2023 compensation of the named executive officers, a majority of the votes being cast to approve that compensation, that compensation stands approved. I now call for a motion to ratify the appointment of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for 2024.

So moved.

Second.

We have a motion and a second. Judges of election may we have the results of the vote?.

The motion to ratify the appointment of Baker Tilly US, LLP as the corporation's independent registered public accounting firm for 2024 as disclosed in the proxy statement passed, excluding broker non-votes and abstentions, 99% of the shares voted in favor.

On the question of ratification of the appointment of Baker Tilly US, LLP as independent auditor, a majority of the votes being cast to ratify the appointment of Baker Tilly stands ratified. This concludes the business portion of this meeting. And now I have the pleasure to turn over the virtual podium over to our President, Brad Scovill, to give you his report on the state of the company. Brad.

Thanks, Terry. Good afternoon, and welcome again to everybody. I'm going to start my comments this afternoon with some sad news that Debbie Scott passed away yesterday. Debbie retired in 2020 after nearly 23 years with C&N as the leader of our Trust and Wealth Management division. Under her leadership, the wealth unit became a key contributor to C&N's relationship model and financial success. And Debbie was a classic community banker who worked tirelessly to help her customers and many community organizations. She built strong relationships within C&N and was respected throughout the community. Our thoughts are with her, her family, friends and all who are impacted by her loss, she will certainly be missed. Every year throughout its 160-year history, C&N has faced a new set of challenges, yet 2023 was unique and extraordinary from the very beginning. As we turn the calendar for 2022 to 2023, the Federal Reserve continued its sight on inflation with successive rate increases after reducing the Fed funds rate to a target of 0 to 25 basis points at the onset of COVID in 2020. Between March of 2022 and July of 2023, the Fed raised the target rate of 11x to 5.25% to 5.5%, fastest and largest increase in more than 40 years. While both the short- and long-term rates increase, the pace of change at the short end produced an inverted yield curve that persists into 2024. Since an inverted yield curve typically precedes a reception, economists have been debating when an ample recession would materialize and it has not yet. But while higher rates are likely to eventually slow the economy, GDP growth has been stronger than anticipated in 2024 and inflation remains well above the Fed's 2% target. As a result, optimism regarding multiple rate cuts in 2024 has turned to concern that these cuts will not take place as soon as previously expected. And then in March of last year, Silicon Valley Bank and Signature Bank were closed, followed by the failure of First Republic Bank in May. While there have been a few bank failures in recent years, these were 3 of the 4 largest failures in U.S. banking history. While the government and federal regulators took swift action to guarantee these banks deposits and reinsure customers. There were fears across the country regarding liquidity, access to funds that challenged all bankers to restore confidence in their banks and in the overall system. The industry responded well to these events, calming fears and reducing deposit churn as the months progressed. The C&N team took action to reinforce customer confidence, emphasizing the strength of our capital position, diverse local depositor base, low level of uninsured deposits and access to substantial additional sources of liquidity. These strengths remain today. C&N response also highlighted our adaptability and agility as the entire team heightened its focus on sustaining and building upon our strong deposit base. Generating core deposits has always been a key part of our relationship model that focuses on creating value for our clients, not simply paying the highest rates. This model provides both solid liquidity and supports our historically strong net interest margin and earnings. The team's pivot accomplished our goals in the most difficult environment that any of us have seen. While both the margin and earnings were down for the year, our overall performance was very solid, and our strong financial position and risk profile continue to support our plans for growth. On the earnings front, C&N posted net income of $24.1 million or $1.57 per share in 2023 compared to $26.6 million or $1.71 per share in 2022. 2023 results include a net charge to earnings of $0.08 a share, a result of repositioning a portion of our securities portfolio and investments in bank on life insurance. One of the most significant factors impacting 2023 results was the lack of growth in net interest income. While we did sustain our strong deposit base and generated solid loan growth, cost of deposits and other funding sources increased more than the yield on loans and investments causing a decline in this key revenue source. Offsetting this revenue decrease, the provision for credit losses declined substantially, reflecting strong and stable credit quality in the loan portfolio. Noninterest income, excluding the impact of the balance sheet restructuring in the fourth quarter increased somewhat and the increase in noninterest expenses reflects the impact of inflation as well as ongoing investments in our capacity to deliver for our customers and position C&N for future growth. Bank stock prices were volatile in 2023, see that included CNC's December 31, 23 closing price was $22.43, about 2% lower than a year earlier. However, the 52-week high and low were $23.90 and $16.71. Yesterday, our shares closed at $17.85. These fluctuations are consistent with much of the banking industry, and we've continued to see recent negative movement in bank stock prices, which is extending that volatility. And in our case, despite solid earnings and a strong capital position. We do remain confident that our strong fundamentals will drive positive developments over the long term. Supporting this strength and reflecting confidence in the future of C&N total cash dividends to shareholders in 2023 remained at $1.12 per share. This represents nearly a 5% annualized yield on C&N common stock based on the December 31, 2023 closing price of $22.43 a share. We're also pleased to announce that earlier today, your Board of Directors approved a first quarter dividend of $0.28 per common share payable on May 17, 2024, to shareholders of record on May 6, 2024. This amount is consistent with the quarterly payments throughout 2023 and reflects C&N sustained financial strength and capacity to support future growth while providing a substantial dividend return to our shareholders. One of C&N's inherent strengths is our ability to remain calm and focused during times of adversity. It's most critical in these moments to support customers and communities facing their challenges and to remain committed to positioning the company for the future. During 2023, our priority was to stay close to our customers and understand their concerns regarding the safety of their deposits. Following an initial broad-based communication every day focused on educating and informing customers on the details of deposit insurance and connecting with other banks to extend our coverage capabilities. We expanded customer outreach to deepen our understanding of their worries and solicit feedback on how to add value and enhance their experience with C&M. This feedback was used to develop formal standards that will serve as a framework for providing consistent, streamlined and cohesive service across all of our business lines to advance our relationship-based business model. We'll also enable our teams to recommend solutions to leverage C&N's extensive capabilities, whether that's depositing a check with your personal banker, expanding a business with a commercial RM or planning for retirement with a financial advisory. We made progress on our objective of staffing all business lines in each regional market to deliver the C&N experience. In August, we welcomed 3 new members to our Southeast wealth management team. And in January 2024, we added 3 commercial bankers to serve Lancaster in our South Central region. These additions provide greater depth and ensure we are well positioned to pursue opportunities in each market. Both groups have gained traction quickly and we expect these investments to provide substantial contributions to earnings over time. We continue to make significant targeted investments in technology and product enhancements that will help us to anticipate our customer needs and provide the means for following up promptly across departments, where a need is recognized. C&N's lifetime credit card platform received a major upgrade with significant improvements in functionality and enhanced features. This new portal allows for a fully digital application process, mobile-friendly website, greater utility and value for business customers and easy access to account services. We also introduced Andi, our virtual assistant aforehand to AI, which helps customers answer questions 24/7. So people don't have to wait for the call center or the bank to open. They can get questions answered all day, every day. Behind the scenes, we continue to invest in our data capabilities, a comprehensive online deposit origination platform and digital small business lending platform. The 2 platforms mentioned have gone live with customers in 2024 and these are significant investments that carry near-term costs that we expect to enhance and simplify the customer experience, support our ability to compete and grow and contribute to earnings over the long term. In January 2023, Kelley Cwiklinski joined the executive team as our EVP and Chief Commercial Lending Officer. And in addition to her broad experience, Kelley's leadership and commitment to creating value for customers is a great fit for C&N and was important as we navigated a challenging marketplace in 2023. Kelley joined C&N through the Covenant Bank acquisition in 2020 and has been a strong addition to the executive team. Our teams have again shown their dedication to our communities with our giving back, giving together our GBGT initiatives. Last May, we closed our emergency services campaign, bringing in over $100,000 to support local emergency services organizations. Our current cause of supporting local seniors has raised over $60,000 on the way to our $100,000 goal. C&N partnered with 33 local senior organizations on their missions and our teams will continue to support this cause across all markets through June of this year. This grassroots employee effort has raised over $800,000 over the past 8 years, which is just an amazing effort by our team. Complementing GBGT as C&N's participation in the education approved tax credit program or EITC, we're a long term participant in this state program across all our markets. In 2023, we contributed $800,000 to 65 organizations that need funding to deliver educational programs from early childhood through high school and into adult. One key contribution that we've been making for a number of years is to Mansfield University to pay for regional high school students, dual enrollment classes. This program allows local students to earn college credits, providing them with a head start on their college degree and reducing the overall cost of their continuing education. We also had a record year for our financial literacy programs, reaching over 1,700 students with our teach children to save and get smart about credit and school presentations. These achievements reflect our unwavering commitment to financial allocation and community engagement. And in January, we began our safe banking for seniors program, an initiative that helps seniors navigate financial topics like avoiding scans, understanding power of attorney and preventing identity theft. In March of 2024, we celebrated C&N's 160th birthday. We commemorated this significant milestone with a weeklong celebration across the organization, culminating with our Board and executive management team ringing the opening bell at the NASDAQ Exchange in New York on March 22. Our preparation for the celebration gave us the opportunity to reflect on 160 years of banking has meant to customers and communities that C&N has served. The relationships we've built with generations of families, the businesses that were launched by founders who approached us with an idea and a dream and the countless employees who kept C&N flourishing through good times and bad. We were honored to stand together, representing our hundreds of current teammates along with the hundreds more who shaped C&N over the last century and half. As we look back on the events of 2023 and early 2024, in the context of our rich history, it's clear we would not be here without the enthusiasm, engagement or resilience of the entire team. Through all the challenges of this most unique year, they remain calm and focused on creating value for our customers, reaffirmed our commitment to serving the community while also building capacity to pursue our strategy for growth. It is their efforts that will extend C&N's legacy as we remain dedicated to creating long-term value for our customers, communities and to our shareholders. We thank you all for your continued support. And Mr. Chairman, I'll turn this virtual podium back over to you.

Thanks, Brad. The floor is now open for questions from our shareholders. To repeat, shareholders who logged in with the control number will have access to submit questions through the moderated messaging Q&A system. Are there any questions? All right. We do not get any questions. So I'd like to thank all of you who took the time to participate in today's meeting. Is there any further business to be brought before this body. Hearing none without objection, this meeting stands adjourned.

Thank you for attending the 2024 Citizens & Northern Corporation Annual Meeting of Shareholders. The meeting has ended.