SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004 Commission file number: 0-16084
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CITIZENS & NORTHERN CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-2451943
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90-92 MAIN STREET, WELLSBORO, PA 16901
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(Address of principal executive offices) (Zip code)
570-724-3411
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(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK Par Value $1.00
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No
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The aggregate market value of the registrant's common stock held by
non-affiliates at June 30, 2004 was $204,103,368.
The number of shares of common stock outstanding at March 9, 2005 was 8,190,990.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the annual meeting of its
shareholders held April 19, 2005 are incorporated by reference into Parts III
and IV of this report.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (Amendment No. 1) amends in their entirety
Items 9A and 15 of the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, which was filed with the Securities and Exchange
Commission on March 14, 2005. The purpose of this Amendment No. 1 is to include
Management's Report on Internal Control Over Financial Reporting and the related
Report of Independent Registered Public Accounting Firm. All information
contained in this Amendment No. 1 is as of December 31, 2004 and does not
reflect any subsequent information or events.
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ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management of Citizens & Northern Corporation and subsidiaries (the
"Corporation"), under the supervision of and with the participation of the
Corporation's Chief Executive Officer and Chief Financial Officer, has carried
out an evaluation of the design and effectiveness of the Corporation's
disclosure controls and procedures as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Securities Exchange Act of 1934 as of the end of period covered
by this report. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the
Corporation's disclosure controls and procedures are effective to ensure that
all material information required to be disclosed in reports the Corporation
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms.
There were no significant changes in the Corporation's internal control over
financial reporting that occurred during the period covered by this report that
has materially affected, or that is reasonably likely to affect, our internal
control over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Corporation's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as that term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). The Corporation's system of internal
control over financial reporting has been designed to provide reasonable
assurance to the Corporation's management and board of directors regarding the
reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Any system of internal control over financial reporting, no matter how well
designed, has inherent limitations, including the possibility that a control can
be circumvented or overridden and misstatements due to error or fraud may occur
and not be detected. Also, because of changes in conditions, internal control
effectiveness may vary over time. Accordingly, even an effective system of
internal control will provide only reasonable assurance with respect to
financial statement preparation and presentation.
The Corporation's management has assessed the effectiveness of the Corporation's
internal control over financial reporting as of December 31, 2004. To make this
assessment, we used the criteria for effective internal control over financial
reporting described in Internal Control - Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our
assessment and based on such criteria, we believe that, as of December 31, 2004,
the Corporation's internal control over financial reporting was effective.
Parente Randolph, LLC, the independent registered public accounting firm that
audited the Corporation's consolidated financial statements, has issued an audit
report on management's assessment of internal control over financial reporting
as of December 31, 2004. That report appears below.
APRIL 11, 2005 BY: CRAIG G. LITCHFIELD /S/
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DATE CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
APRIL 11, 2005 BY: MARK A. HUGHES /S/
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DATE TREASURER AND CHIEF FINANCIAL
OFFICER
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Citizens & Northern Corporation:
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Citizens
& Northern Corporation and subsidiaries maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Citizens & Northern
Corporation's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Citizens & Northern Corporation and
subsidiaries maintained effective internal control over financial reporting as
of December 31, 2004, is fairly stated, in all material respects, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also,
in our opinion, Citizens & Northern Corporation and subsidiaries maintained, in
all material respects, effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Citizens & Northern Corporation and subsidiaries as of December 31, 2004 and
2003, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2004, and our report dated February 24, 2005 expressed an
unqualified opinion.
Parente Randolph, LLC /s/
Williamsport, Pennsylvania
April 11, 2005
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1). The following consolidated financial statements are set forth in Part
II, Item 8 of Form 10-K, filed with the Securities and Exchange Commission on
March 14, 2005:
Page
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Report of Independent Registered Public Accounting Firm 59
Financial Statements:
Consolidated Balance Sheet - December 31, 2004 and 2003 29
Consolidated Statement of Income - Years Ended
December 31, 2004, 2003 and 2002 30
Consolidated Statement of Changes in Stockholders' Equity -
Years Ended December 31, 2004, 2003 and 2002 31
Consolidated Statement of Cash Flows - Years Ended
December 31, 2004, 2003 and 2002 32
Notes to Consolidated Financial Statements 33-58
(a)(2) Financial statement schedules are not applicable or included in the
financial statements or related notes.
(a)(3) Exhibits (numbered as in Item 601 of Regulation S-K):
2. Plan of acquisition, reorganization, arrangement,
liquidation or
succession Not applicable
3. (i) Articles of Incorporation Incorporated by reference to the exhibits
filed with the Corporation's registration
statement on Form S-4 on March 27, 1987.
3. (ii) By-laws Incorporated by reference to Exhibit 3.1
of the Corporation's Form 8-K
filed August 25, 2004
4. Instruments defining the rights of security holders,
including indentures Not applicable
9. Voting trust agreement Not applicable
10. Material contracts:
10.1 Form of Indemnification Agreements dated May 2004
between the Corporation and the Directors and certain officers Filed with Form 10-K on March 14, 2005
10.2 Change in Control Agreement dated December 31, 2003
between the Corporation and Thomas L. Rudy, Jr. Filed with Form 10-K on March 14, 2005
Change in Control Agreement dated December 31, 2003 Incorporated by reference to the exhibits
between the Corporation and Craig G. Litchfield filed with the Corporation's Form 10-K
on March 10, 2004
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Change in Control Agreement dated December 31, 2003 Incorporated by reference to the exhibits
between the Corporation and Mark A. Hughes filed with the Corporation's Form 10-K
on March 10, 2004
Change in Control Agreement dated December 31, 2003 Incorporated by reference to the exhibits
between the Corporation and Matthew P. Prosseda filed with the Corporation's Form 10-K
on March 10, 2004
Change in Control Agreement dated December 31, 2003 Incorporated by reference to the exhibits
between the Corporation and Deborah E. Scott filed with the Corporation's Form 10-K
on March 10, 2004
Second Amendment to Citizens & Northern Corporation Incorporated by reference to the exhibits
Stock Incentive Plan filed with the Corporation's Form 10-K
on March 10, 2004
First Amendment to Citizens & Northern Corporation Incorporated by reference to the exhibits
Stock Incentive Plan filed with the Corporation's Form 10-K
on March 10, 2004
Citizens & Northern Corporation Stock Incentive Plan Incorporated by reference to the exhibits
filed with the Corporation's Form 10-K
on March 10, 2004
Citizens & Northern Corporation Independent Directors Incorporated by reference to the exhibits
Stock Incentive Plan filed with the Corporation's proxy statement
dated March 19, 2001 for the annual meeting
of stockholders held on April 17, 2001.
11. Statement re: computation of per share earnings Information concerning the computation of
earnings per share is provided in Note 3
to the Consolidated Financial Statements,
which is included in Part II, Item 8 of
Form 10-K.
12. Statements re: computation of ratios Not applicable
13. Annual report to security holders, Form 10-Q or
quarterly report to security holders Not applicable
14. Code of ethics The Code of Ethics is available through the
Corporation's website at www.cnbankpa.com.
To access the Code of Ethics, click on
"Shareholder News & Info.," followed by
"Corporate Governance" and "Code of Ethics."
16. Letter re: change in certifying accountant Not applicable
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18. Letter re: change in accounting principles Not applicable
21. Subsidiaries of the registrant Filed with Form 10-K on March 14, 2005
22. Published report regarding matters submitted to
vote of security holders Not applicable
23. Consents of experts and counsel Not applicable
24. Power of attorney Not applicable
31. Rule 13a-14(a)/15d-14(a) certifications:
31.1 Certification of Chief Executive Officer Filed with this Form 10-K/A
31.2 Certification of Chief Financial Officer Filed with this Form 10-K/A
32. Section 1350 certifications Filed with this Form 10-K/A
99. Additional exhibits:
99.1 Additional information mailed to stockholders
with proxy statement and Form 10-K on March 22, 2005 Filed with Form 10-K on March 14, 2005
(b) Exhibits - The required exhibits are listed under Part IV, Item 15(a)(3) of
Form 10-K/A.
(c) Financial statement schedules are omitted because the required information
is not applicable or is included elsewhere in Form 10-K, as filed with the
Securities and Exchange Commission on March 14, 2005.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Citizens & Northern Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
By: Craig G. Litchfield /s/
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Craig G. Litchfield
Chairman, President and Chief Executive Officer
Date: April 27, 2005
By: Mark A. Hughes /s/
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Treasurer and Principal Accounting Officer
Date: April 27, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
BOARD OF DIRECTORS
/s/ Dennis F. Beardslee /s/ Edward L. Learn
Dennis F. Beardslee Edward L. Learn
Date: April 27, 2005 Date: April 27, 2005
/s/ R. Robert DeCamp /s/ Craig G. Litchfield
R. Robert DeCamp Craig G. Litchfield
Date: April 27, 2005 Date: April 27, 2005
/s/ Jan E. Fisher /s/ Edward H. Owlett, III
Jan E. Fisher Edward H. Owlett, III
Date: April 27, 2005 Date: April 27, 2005
/s/ R. Bruce Haner /s/ Leonard Simpson
R. Bruce Haner Leonard Simpson
Date: April 27, 2005 Date: April 27, 2005
/s/ Susan E. Hartley /s/ James E. Towner
Susan E. Hartley James E. Towner
Date: April 27, 2005 Date: April 27, 2005
/s/ Karl W. Kroeck /s/ Ann M. Tyler
Karl W. Kroeck Ann M. Tyler
Date: April 27, 2005 Date: April 27, 2005
/s/ Leo F. Lambert
Leo F. Lambert
Date: April 27, 2005
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