Trust fees – Typical contracts for trust services are based on a fixed percentage of the assets earned ratably over a defined period and billed on a monthly basis. Fees charged to customers’ accounts are recognized as revenue over the period during which the Company fulfills its performance obligation under the contract (i.e., holding client asset in a managed fiduciary trust account). For these accounts, the performance obligation of the Company is typically satisfied by holding and managing the customer’s assets over time. Other fees related to specific customer requests are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, upon completion of the requested service/transaction.

Gains and losses on sale of other real estate owned – Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset include transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred, payment terms, and that the contract has a true commercial substance and that collection of amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted impacting the gain/loss and the carrying value of the asset.

Brokerage and insurance – Fees includes commissions from the sales of investments and insurance products recognized on a trade date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Additional fees are based on a percentage of the market value of customer accounts and billed on a monthly or quarterly basis. The Company’s performance obligation under the contracts with certain customers is generally satisfied through the passage of time as the Company monitors and manages the assets in the customer’s portfolio and is not dependent on certain return or performance level of the customer’s portfolio. Fees for these services are billed monthly and are recorded as revenue at the end of the month for which the wealth management service has been performed. Other performance obligations (such as the delivery of account statements to customers) are generally considered immaterial to the overall transaction price.

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands). All revenue in the table below relates to goods and services transferred at a point in time.

Three Months Ended
March 31,
Revenue stream 2021 2020
Service charges on deposit accounts
Overdraft fees $ 258 $ 359
Statement fees 56 56
Interchange revenue 639 522
ATM income 98 83
Other service charges 55 61
Total Service Charges 1,106 1,081
Trust 307 198
Brokerage and insurance 376 340
Other 109 107
Total $ 1,898 $ 1,726

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Revenue stream	2021		2020		2021		2020
Service charges on deposit accounts
Overdraft fees	$	247		206	$	505	$	565
Statement fees		56		50		112		106
Interchange revenue		704		555		1,343		1,077
ATM income		101		59		199		142
Other service charges		55		44		110		105
Total Service Charges		1,163		914		2,269		1,995
Trust		185		145		492		343
Brokerage and insurance		406		249		782		589
Other		119		138		228		245
Total	$	1,873	$	1,446	$	3,771	$	3,172

~~Table of Contents~~Index

Note 3 -– Earnings per Share

The following table sets forth the computation of earnings per share.

	Three months ended				Three months ended				Six months ended
	March 31,				June 30,				June 30,
	2021		2020		2021		2020		2021		2020
Net income applicable to common stock	$	8,463	$	4,531	$	6,647	$	5,338	$	15,110	$	9,869

Basic earnings per share computation
Weighted average common shares outstanding		3,909,887		3,553,818		3,944,488		3,883,734		3,946,184		3,737,759
Earnings per share - basic	$	2.16	$	1.27	$	1.69	$	1.37	$	3.83	$	2.64

Diluted earnings per share computation
Weighted average common shares outstanding for basic earnings per share		3,909,887		3,553,818		3,944,488		3,883,734		3,946,184		3,737,759
Add: Dilutive effects of restricted stock		0		0		72		1,029		35		514
Weighted average common shares outstanding for dilutive earnings per share		3,909,887		3,553,818		3,944,560		3,884,763		3,946,219		3,738,273
Earnings per share - diluted	$	2.16	$	1.27	$	1.69	$	1.37	$	3.83	$	2.64

For the three months ended ~~March 31,~~June 30, 2021 and 2020, there were ~~3,289~~2,479 and ~~7,564~~6,304 shares, respectively, related to the restricted stock plan that were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had per share prices ranging from ~~$57.36-~~$51.14-$~~62.93~~ 62.33 for the three month period ended ~~March 31,~~June 30, 2021 and per share prices ranging from ~~$52.44-~~ $59.24-$62.93 for the three month period ended ~~March 31,~~June 30, 2020. For the six months ended June 30, 2021 and 2020, 2,401 and 6,304 shares, respectively, related to the restricted stock plan were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $51.14-$62.33 for the six month period ended June 30, 2021 and prices ranging from $59.24-$62.93 for the six month period ended June 30, 2020.

Note 4 – Investments

The amortized cost, gross unrealized gains and losses, and fair value of investment securities at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows (in thousands):

March 31, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2021										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
U.S. agency securities	$	78,375	$	2,020	$	(686	)	$	79,709	$	83,329	$	1,727	$	(545	)	$	84,511
U.S. treasury securities		39,995		458		(91	)		40,362		69,408		404		(127	)		69,685
Obligations of state and political subdivisions		101,007		1,771		(433	)		102,345		106,369		2,858		(72	)		109,155
Corporate obligations		6,902		86		(5	)		6,983		10,892		67		(4	)		10,955
Mortgage-backed securities in government sponsored entities		92,165		1,162		(759	)		92,568		94,038		1,210		(552	)		94,696
Total available-for-sale securities	$	318,444	$	5,497	$	(1,974	)	$	321,967	$	364,036	$	6,266	$	(1,300	)	$	369,002

December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
U.S. agency securities	$	79,065	$	2,403	$	(52	)	$	81,416
U.S. treasury securities		27,442		601		0			28,043
Obligations of state and political subdivisions		100,089		2,938		(55	)		102,972
Corporate obligations		6,413		96		0			6,509
Mortgage-backed securities in government sponsored entities		74,512		1,874		(137	)		76,249
Total available-for-sale securities	$	287,521	$	7,912	$	(244	)	$	295,189

December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
U.S. agency securities	$	79,065	$	2,403	$	(52	)	$	81,416
U.S. treasury securities		27,442		601		0			28,043
Obligations of state and political subdivisions		100,089		2,938		(55	)		102,972
Corporate obligations		6,413		96		0			6,509
Mortgage-backed securities in government sponsored entities		74,512		1,874		(137	)		76,249
Total available-for-sale securities	$	287,521	$	7,912	$	(244	)	$	295,189

~~Table of Contents~~Index

The following table shows the Company’s gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time, which individual securities have been in a continuous unrealized loss position, at ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands). As of ~~March 31,~~June 30, 2021, the Company owned 8877 securities whose fair value was less than their cost basis.

June 30, 2021																Less than Twelve Months					Twelve Months or Greater					Total
	Less than Twelve Months					Twelve Months or Greater					Total					Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
March 31, 2021	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. agency securities	$	27,104	$	(686	)	$	0	$	0		$	27,104	$	(686	)	$	32,225	$	(545	)	$	0	$	0		$	32,225	$	(545	)
U.S. treasury securities		12,444		(91	)		0		0			12,444		(91	)		28,482		(127	)		0		0			28,482		(127	)
Obligations of state and political subdivisions		29,716		(346	)		3,361		(87	)		33,077		(433	)		8,651		(35	)		3,239		(37	)		11,890		(72	)
Corporate obligations		495		(5	)		0		0			495		(5	)		496		(4	)		0		0			496		(4	)
Mortgage-backed securities in government sponsored entities		34,119		(720	)		5,550		(39	)		39,669		(759	)		43,942		(526	)		2,111		(26	)		46,053		(552	)
Total securities	$	103,878	$	(1,848	)	$	8,911	$	(126	)	$	112,789	$	(1,974	)	$	113,796	$	(1,237	)	$	5,350	$	(63	)	$	119,146	$	(1,300	)

December 31, 2020
U.S. agency securities	$	13,720	$	(52	)	$	0	$	0		$	13,720	$	(52	)
U.S. treasury securities		0		0			0		0			0		0
Obligations of states and political subdivisions		5,407		(55	)		0		0			5,407		(55	)
Corporate obligations		0		0			0		0			0		0
Mortgage-backed securities in government sponsored entities		14,600		(99	)		5,633		(38	)		20,233		(137	)
Total securities	$	33,727	$	(206	)	$	5,633	$	(38	)	$	39,360	$	(244	)

December 31, 2020
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. agency securities	$	13,720	$	(52	)	$	0	$	0		$	13,720	$	(52	)
Obligations of states and political subdivisions		5,407		(55	)		0		0			5,407		(55	)
Mortgage-backed securities in government sponsored entities		14,600		(99	)		5,633		(38	)		20,233		(137	)
Total securities	$	33,727	$	(206	)	$	5,633	$	(38	)	$	39,360	$	(244	)

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company’s investment securities portfolio contained unrealized losses on agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, ~~U.S. Treasury securities,~~ obligations of states and political subdivisions, corporate obligations and mortgage backed securities issued by government sponsored entities. For fixed maturity investments management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in fair value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or issuer-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.

~~Table of Contents~~Index

Proceeds from sales of securities available-for-sale for the six months ended June 30, 2021 and 2020 were $5,045,000 and $5,476,000, respectively. There were 0 sales of available-for-sale securities during the three months ended June 30, 2021. Proceeds from sales of securities available-for-sale for the three months ended ~~March 31, 2021~~June 30, 2020 were ~~$5,045,000. There were 0 sales of available for sale securities during the three months ended March 31, 2020.~~$5,476,000. The gross gains and losses were as follows (in ~~thousands)~~ thousands):

	Three Months Ended				Three Months Ended				Six Months Ended
	March 31				June 30,				June 30,
	2021		2020		2021		2020		2021		2020
Gross gains on available for sale securities	$	50	$	0	$	0	$	117	$	50	$	117
Gross losses on available for sale securities		0		0		0		0		0		0
Net gains	$	50	$	0	$	0	$	117	$	50	$	117

The following table presents the net gains (losses) on the Company’s equity investments recognized in earnings during the three and six month periods ended ~~March 31,~~June 30, 2021 and 2020, and the portion of unrealized gains for the period that relates to equity investments held at ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
Equity securities	2021		2020			2021		2020		2021		2020
Net gains (losses) recognized in equity securities during the period	$	187	$	(254	)	$	29	$	11	$	216	$	(243	)
Less: Net gains realized on the sale of equity securities during the period		0		0			0		0		0		0
Net unrealized gains (losses)	$	187	$	(254	)	$	29	$	11	$	216	$	(243	)

Investment securities with an approximate carrying value of ~~$244.1~~$263.5 million and $245.4 million at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, were pledged to secure public funds, certain other deposits and borrowing lines.

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and fair value of debt securities (excludes equity securities) at ~~March 31,~~June 30, 2021, by contractual maturity, are shown below (in thousands):

	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale debt securities:
Due in one year or less	$	19,997	$	20,279	$	23,487	$	23,744
Due after one year through five years		68,523		70,801		77,822		79,805
Due after five years through ten years		82,046		82,528		110,884		111,619
Due after ten years		147,878		148,359		151,843		153,834
Total	$	318,444	$	321,967	$	364,036	$	369,002

Note 5 – Loans

The Company grants loans primarily to customers throughout north central, central and south central Pennsylvania and the southern tier of New York. The recently completed MidCoast acquisition has expanded our lending market into Wilmington and Dover, Delaware. Although the Company had a diversified loan portfolio at ~~March 31,~~June 30, 2021 and December 31, 2020, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within these regions. The following table summarizes the primary segments of the loan portfolio and how those segments are analyzed within the allowance for loan losses as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

March 31, 2021	Total Loans		Individually evaluated for impairment		Loans acquired with deteriorated credit quality		Collectively evaluated for impairment
June 30, 2021									Total Loans		Individually evaluated for impairment		Loans acquired with deteriorated credit quality		Collectively evaluated for impairment
Real estate loans:
Residential	$	203,273	$	969	$	20	$	202,284	$	202,171	$	708	$	19	$	201,444
Commercial		605,547		9,321		2,911		593,315		641,633		8,844		2,235		630,554
Agricultural		315,313		4,561		1,664		309,088		310,274		4,490		1,647		304,137
Construction		42,651		0		0		42,651		63,065		0		0		63,065
Consumer		26,181		1		0		26,180		8,684		0		0		8,684
Other commercial loans		109,168		1,127		132		107,909		104,349		933		43		103,373
Other agricultural loans		41,378		1,118		0		40,260		33,720		1,047		0		32,673
State and political subdivision loans		60,890		0		0		60,890		51,213		0		0		51,213
Total		1,404,401		17,097		4,727		1,382,577		1,415,109		16,022		3,944		1,395,143
Allowance for loan losses		16,560		485		0		16,075		16,931		269		0		16,662
Net loans	$	1,387,841	$	16,612	$	4,727	$	1,366,502	$	1,398,178	$	15,753	$	3,944	$	1,378,481

~~Table of Contents~~Index

December 31, 2020	Total Loans		Individually evaluated for impairment		Loans acquired with deteriorated credit quality		Collectively evaluated for impairment
Real estate loans:
Residential	$	201,911	$	990	$	20	$	200,901
Commercial		596,255		9,183		2,937		584,135
Agricultural		315,158		4,645		1,686		308,827
Construction		35,404		0		0		35,404
Consumer		30,277		2		0		30,275
Other commercial loans		114,169		1,335		232		112,602
Other agricultural loans		48,779		1,122		0		47,657
State and political subdivision loans		63,328		0		0		63,328
Total		1,405,281		17,277		4,875		1,383,129
Allowance for loan losses		15,815		510		0		15,305
Net loans	$	1,389,466	$	16,767	$	4,875	$	1,367,824

During 2021 the Company continued its participation in the Paycheck Protection Program (“PPP”), administered directly by the U.S. ~~SBA.~~Small Business Administration (the “SBA”). The PPP provides loans to small businesses who were affected by economic conditions as a result of COVID-19 to provide cash-flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had outstanding principal balances of ~~$28.3~~$27.1 million and ~~$37.2~~$37.2 million, respectively, of PPP loans that are included in other commercial loans. During 2021, the Company originated ~~$18.5~~$24.3 million of loans, ~~that~~of which $23.2 million remain outstanding as of ~~March 31,~~June 30, 2021. The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. The SBA has issued guidance for forgiveness with a streamlined approach for loans of ~~$150,000~~$150,000 or less.

In accordance with the SBA terms and conditions on these PPP loans, the Company received approximately ~~$1.4~~$1.6 million in fees associated with the processing of the loans outstanding as of ~~March 31, 2021.~~June 30,2021. Upon funding of the loan, these fees were deferred and will be amortized over the life of the loan as an adjustment to yield in accordance with FASB ASC 310-20-25-2. As of ~~March 31,~~June 30, 2021, ~~$1.2~~$1.4 million of deferred fees related to the PPP loans remain to be ~~amortized.~~amortized.

The Company evaluated whether loans acquired as part of the MidCoast acquisition were within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased credit-impaired loans (“PCI”) are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. There were no material increases or decreases in the expected cash flows of these loans between April 17, 2020 (the “acquisition date”) and ~~March 31,~~June 30, 2021. The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral. The carrying value of purchased loans acquired with deteriorated credit quality as a result of the MidCoast acquisition was ~~$4,034,000~~$3,630,000 at ~~March 31,~~June 30, 2021.

~~Table of Contents~~

On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the MidCoast acquisition was ~~$8,005,000~~$8,005,000 and the estimated fair value of the loans was ~~$4,869,000.~~$4,869,000. Total contractually required payments on these loans, including interest, at the acquisition date was ~~$8,801,000.~~$8,801,000. However, the Company’s preliminary estimate of expected cash flows was ~~$5,835,000~~$5,835,000 at the acquisition date. At the acquisition date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from the customer nor liquidation of collateral) of ~~$2,966,000~~$2,966,000 relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of ~~$966,000~~$966,000 on the acquisition date relating to these impaired loans.

Index

The table below presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired in the MidCoast ~~acquisition~~Acquisition as of ~~the~~ April 17, 2020 ~~Acquisition date~~ (in thousands):

	April 17, 2020
Contractually required principal and interest at acquisition	$	8,801
Non-accretable discount		(2,966	)
Expected cash flows		5,835
Accretable discount	$	(966	)
Estimated fair value	$	4,869

Changes in the accretable yield for PCI loans were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 ~~respectively~~ (in thousands):

	Three months ended March 31						Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020			2021			2020
Balance at beginning of period	$	788		$	89		$	688		$	88		$	788		$	89
Acquisition of Midcoast								0			966			0			966
Accretion		(100	)		(1	)		(104	)		(67	)		(204	)		(68	)
Balance at end of period	$	688		$	88		$	584		$	987		$	584		$	987

The following table presents additional information regarding loans acquired with specific evidence of deterioration in credit quality under ASC 310-30 (in thousands):

	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Outstanding balance	$	8,747	$	8,958	$	7,092	$	8,958
Carrying amount		4,727		4,875		3,944		4,875

The segments of the Company’s loan portfolio are disaggregated into classes to a level that allows management to monitor risk and performance. Residential real estate mortgages consist primarily of 15 to 30 year first mortgages on residential real estate, while residential real estate home equity loans are consumer purpose installment loans or lines of credit with terms of 15 years or less secured by a mortgage which is often a second lien on residential real estate. Commercial real estate loans are business purpose loans secured by a mortgage on commercial real estate. Agricultural real estate loans are loans secured by a mortgage on real estate used in agriculture production. Construction real estate loans are loans secured by residential, commercial or agricultural real estate used during the construction phase of residential, commercial or agricultural projects. Consumer loans are typically unsecured or primarily secured by assets other than real estate and overdraft lines of credit are typically secured by customer deposit accounts. Other commercial loans are loans for commercial purposes primarily secured by non-real estate collateral. Other agricultural loans are loans for agricultural purposes primarily secured by non-real estate collateral. State and political subdivision loans are loans to state and local municipalities for capital and operating expenses or tax free loans used to finance commercial development.

~~Table of Contents~~

Management considers other commercial loans, other agricultural loans, state and political subdivision loans, commercial real estate loans and agricultural real estate loans which are 90 days or more past due to be impaired. Management will also consider a loan impaired based on other factors it becomes aware of, including the customer’s results of operations and cash flows or if the loan is modified in a troubled debt restructuring. In addition, certain residential mortgages, home equity and consumer loans that are cross collateralized with commercial relationships that are determined to be impaired may also be classified as impaired. Impaired loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allocation to the allowance for loan losses or a charge-off to the allowance for loan losses.

Index

The following table includes the recorded investment and unpaid principal balances for impaired loan receivables by class, excluding PCI loans, with the associated allowance amount, if applicable (in thousands):

March 31, 2021	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
June 30, 2021											Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate loans:
Mortgages	$	1,059	$	724	$	122	$	846	$	9	$	766	$	574	$	48	$	622	$	9
Home Equity		147		69		54		123		8		103		40		46		86		7
Commercial		10,100		8,408		913		9,321		101		9,691		7,941		903		8,844		97
Agricultural		4,791		2,777		1,784		4,561		12		4,742		2,756		1,734		4,490		12
Consumer		1		1		0		1		0		0		0		0		0		0
Other commercial loans		1,793		889		238		1,127		170		1,572		832		101		933		35
Other agricultural loans		1,301		17		1,101		1,118		185		1,247		15		1,032		1,047		109
Total	$	19,192	$	12,885	$	4,212	$	17,097	$	485	$	18,121	$	12,158	$	3,864	$	16,022	$	269

December 31, 2020	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate loans:
Mortgages	$	1,070	$	740	$	123	$	863	$	9	$	1,070	$	740	$	123	$	863	$	9
Home Equity		150		70		57		127		9		150		70		57		127		9
Commercial		9,847		8,323		860		9,183		95		9,847		8,323		860		9,183		95
Agricultural		4,811		2,799		1,846		4,645		83		4,811		2,799		1,846		4,645		83
Consumer		2		2		0		2		0		2		2		0		2		0
Other commercial loans		1,908		1,094		241		1,335		170		1,908		1,094		241		1,335		170
Other agricultural loans		1,262		19		1,103		1,122		144		1,262		19		1,103		1,122		144
Total	$	19,050	$	13,047	$	4,230	$	17,277	$	510	$	19,050	$	13,047	$	4,230	$	17,277	$	510

The following tables includes the average balance of impaired loan receivables by class and the income recognized on these receivables for the three and six month periods ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	For the Three Months Ended												For the Six Months Ended
	March 31, 2021						March 31, 2020						June 30, 2021						June 30, 2020
	Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis
Real estate loans:
Mortgages	$	851	$	5	$	0	$	1,031	$	5	$	0	$	784	$	8	$	0	$	1,047	$	10	$	0
Home Equity		124		1		0		146		2		0		117		3		0		144		3		0
Commercial		9,238		67		7		11,486		104		2		9,009		134		15		11,529		219		2
Agricultural		4,590		22		0		3,777		21		0		4,543		43		0		3,761		40		0
Consumer		1		0		0		3		0		0		1		0		0		3		0		0
Other commercial loans		1,121		1		0		1,839		1		0		1,072		1		0		1,822		2		0
Other agricultural loans		1,103		2		0		1,276		2		0		1,093		3		0		1,283		4		0
Total	$	17,028	$	98	$	7	$	19,558	$	135	$	2	$	16,619	$	192	$	15	$	19,589	$	278	$	2

~~Table of Contents~~Index

	For the Three Months Ended
	June 30, 2021						June 30, 2020
	Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis
Real estate loans:
Mortgages	$	718	$	3	$	0	$	1,062	$	5	$	0
Home Equity		109		2		0		142		1		0
Commercial		8,781		67		8		11,572		115		0
Agricultural		4,497		21		0		3,746		19		0
Consumer		0		0		0		2		0		0
Other commercial loans		1,023		0		0		1,805		1		0
Other agricultural loans		1,082		1		0		1,290		2		0
Total	$	16,210	$	94	$	8	$	19,619	$	143	$	0

Credit Quality Information

For commercial real estate, agricultural real estate, construction, other commercial, other agricultural and state and political subdivision loans, management uses a nine grade internal risk rating system to monitor and assess credit quality. The first five categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:

Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management. All commercial, agricultural and state and political relationships over $500,000 are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis to: 1) review a minimum of 50% of the dollar volume of the commercial, agricultural and municipal loan portfolios on an annual basis, 2) review a sample of new loans originated for over $1.0 million in the last year, 3) review a sample of borrowers with commitments greater than or equal to $1.0 million, 4) review selected loan relationships over $750,000 which are over 30 days past due or classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.

~~Table of Contents~~Index

The following tables represent credit exposures by internally assigned grades as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

March 31, 2021	Pass		Special Mention		Substandard		Doubtful		Loss		Ending Balance
June 30, 2021													Pass		Special Mention		Substandard		Doubtful		Loss		Ending Balance
Real estate loans:
Commercial	$	567,989	$	28,936	$	8,622	$	0	$	0	$	605,547	$	610,776	$	24,148	$	6,709	$	0	$	0	$	641,633
Agricultural		288,128		15,603		11,582		0		0		315,313		290,149		10,068		10,057		0		0		310,274
Construction		42,651		0		0		0		0		42,651		63,065		0		0		0		0		63,065
Other commercial loans		102,276		3,134		3,675		83		0		109,168		97,731		3,038		3,528		52		0		104,349
Other agricultural loans		38,114		1,849		1,415		0		0		41,378		31,594		923		1,203		0		0		33,720
State and political subdivision loans		56,245		4,372		273		0		0		60,890		46,602		4,372		239		0		0		51,213
Total	$	1,095,403	$	53,894	$	25,567	$	83	$	0	$	1,174,947	$	1,139,917	$	42,549	$	21,736	$	52	$	0	$	1,204,254

December 31, 2020													Pass		Special Mention		Substandard		Doubtful		Loss		Ending Balance
Real estate loans:
Commercial	$	563,121	$	24,329	$	8,805	$	0	$	0	$	596,255	$	563,121	$	24,329	$	8,805	$	0	$	0	$	596,255
Agricultural		289,216		14,307		11,635	��	0		0		315,158		289,216		14,307		11,635		0		0		315,158
Construction		35,404		0		0		0		0		35,404		35,404		0		0		0		0		35,404
Other commercial loans		106,604		3,808		3,672		85		0		114,169		106,604		3,808		3,672		85		0		114,169
Other agricultural loans		45,758		1,431		1,590		0		0		48,779		45,758		1,431		1,590		0		0		48,779
State and political subdivision loans		58,649		4,372		307		0		0		63,328		58,649		4,372		307		0		0		63,328
Total	$	1,098,752	$	48,247	$	26,009	$	85	$	0	$	1,173,093	$	1,098,752	$	48,247	$	26,009	$	85	$	0	$	1,173,093

For residential real estate mortgages, home equity and consumer loans, credit quality is monitored based on whether the loan is performing or non-performing, which is typically based on the aging status of the loan and payment activity, unless a specific action, such as bankruptcy, repossession, death or significant delay in payment occurs to raise awareness of a possible credit event. Non-performing loans include those loans that are considered nonaccrual, described in more detail below, and all loans past due 90 or more days and still accruing. The following table presents the recorded investment in those loan classes based on payment activity as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

March 31, 2021	Performing		Non-performing		PCI		Total
June 30, 2021									Performing		Non-performing		PCI		Total
Real estate loans:
Mortgages	$	148,560	$	1,023	$	20	$	149,603	$	149,149	$	579	$	19	$	149,747
Home Equity		53,648		22		0		53,670		52,403		21		0		52,424
Consumer		26,181		0		0		26,181		8,684		0		0		8,684
Total	$	228,389	$	1,045	$	20	$	229,454	$	210,236	$	600	$	19	$	210,855

December 31, 2020	Performing		Non-performing		PCI		Total		Performing		Non-performing		PCI		Total
Real estate loans:
Mortgages	$	145,843	$	1,039	$	20	$	146,902	$	145,843	$	1,039	$	20	$	146,902
Home Equity		54,961		48		0		55,009		54,961		48		0		55,009
Consumer		30,247		30		0		30,277		30,247		30		0		30,277
Total	$	231,051	$	1,117	$	20	$	232,188	$	231,051	$	1,117	$	20	$	232,188

Index

Aging Analysis of Past Due Loan Receivables

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table includes an aging analysis of the recorded investment of past due loan receivables as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

March 31, 2021	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		PCI		Total Loan Receivables		90 Days or Greater and Accruing
June 30, 2021																	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		PCI		Total Loans Receivables		90 Days or Greater and Accruing
Real estate loans:
Mortgages	$	288	$	29	$	517	$	834	$	148,749	$	20	$	149,603	$	251	$	415	$	30	$	207	$	652	$	149,076	$	19	$	149,747	$	37
Home Equity		49		11		8		68		53,602		0		53,670		0		81		9		8		98		52,326		0		52,424		2
Commercial		848		190		1,440		2,478		600,158		2,911		605,547		0		667		1,340		1,269		3,276		636,122		2,235		641,633		10
Agricultural		356		25		1,330		1,711		311,938		1,664		315,313		150		329		43		1,180		1,552		307,075		1,647		310,274		0
Construction		0		0		0		0		42,651		0		42,651		0		0		0		0		0		63,065		-		63,065		0
Consumer		149		4		0		153		26,028		0		26,181		0		159		3		0		162		8,522		0		8,684		0
Other commercial loans		919		0		160		1,079		107,957		132		109,168		27		0		832		0		832		103,474		43		104,349		0
Other agricultural loans		224		0		50		274		41,104		0		41,378		50		0		4		0		4		33,716		0		33,720		0
State and political subdivision loans		0		0		0		0		60,890		0		60,890		0		0		0		0		0		51,213		0		51,213		0
Total	$	2,833	$	259	$	3,505	$	6,597		1,393,077	$	4,727	$	1,404,401	$	478	$	1,651	$	2,261	$	2,664	$	6,576	$	1,404,589	$	3,944	$	1,415,109	$	49

Loans considered non-accrual	$	539		171	$	3,027	$	3,737	$	6,943	$	0	$	10,680			$	426	$	1,992	$	2,615	$	5,033	$	4,049	$	0	$	9,082
Loans still accruing		2,294		88		478		2,860		1,386,134		4,727		1,393,721				1,225		269		49		1,543		1,400,540		3,944		1,406,027
Total	$	2,833	$	259	$	3,505	$	6,597	$	1,393,077	$	4,727	$	1,404,401			$	1,651	$	2,261	$	2,664	$	6,576	$	1,404,589	$	3,944	$	1,415,109

December 31, 2020																	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		PCI		Total Loans Receivables		90 Days or Greater and Accruing
Real estate loans:
Mortgages	$	864	$	414	$	518	$	1,796	$	145,086	$	20	$	146,902	$	252	$	864	$	414	$	518	$	1,796	$	145,086	$	20	$	146,902	$	252
Home Equity		152		62		34		248		54,761		0		55,009		23		152		62		34		248		54,761		0		55,009		23
Commercial		836		439		1,822		3,097		590,221		2,937		596,255		70		836		439		1,822		3,097		590,221		2,937		596,255		70
Agricultural		2,283		0		1,329		3,612		309,860		1,686		315,158		150		2,283		0		1,329		3,612		309,860		1,686		315,158		150
Construction		0		0		0		0		35,404		0		35,404		0		0		0		0		0		35,404		0		35,404		0
Consumer		147		9		30		186		30,091		0		30,277		30		147		9		30		186		30,091		0		30,277		30
Other commercial loans		930		0		133		1,063		112,874		232		114,169		0		930		0		133		1,063		112,874		232		114,169		0
Other agricultural loans		1,044		0		0		1,044		47,735		0		48,779		0		1,044		0		0		1,044		47,735		0		48,779		0
State and political subdivision loans		0		0		0		0		63,328		0		63,328		0		0		0		0		0		63,328		0		63,328		0
Total	$	6,256	$	924	$	3,866	$	11,046	$	1,389,360	$	4,875	$	1,405,281	$	525	$	6,256	$	924	$	3,866	$	11,046	$	1,389,360	$	4,875	$	1,405,281	$	525

Loans considered non-accrual	$	3,032	$	28	$	3,341	$	6,401	$	4,331	$	0	$	10,732			$	3,032	$	28	$	3,341	$	6,401	$	4,331	$	0	$	10,732
Loans still accruing		3,224		896		525		4,645		1,385,029		4,875		1,394,549				3,224		896		525		4,645		1,385,029		4,875		1,394,549
Total	$	6,256	$	924	$	3,866	$	11,046	$	1,389,360	$	4,875	$	1,405,281			$	6,256	$	924	$	3,866	$	11,046	$	1,389,360	$	4,875	$	1,405,281

1516

~~Table of Contents~~Index

Nonaccrual Loans

Loans are considered for non-accrual status upon reaching 90 days delinquency, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans, or if full payment of principal and interest is not expected. Additionally, if management is made aware of other information including bankruptcy, repossession, death, or legal proceedings, the loan may be placed on non-accrual status. If a loan is 90 days or more past due and is well secured and in the process of collection, it may still be considered accruing.

The following table reflects the loan receivables, excluding PCI loans, on non-accrual status as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The balances are presented by class of loan receivable (in thousands):

	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Real estate loans:
Mortgages	$	772	$	787	$	542	$	787
Home Equity		22		25		19		25
Commercial		4,853		4,529		3,699		4,529
Agricultural		3,064		3,133		3,039		3,133
Other commercial loans		1,050		1,284		884		1,284
Other agricultural loans		919		974		899		974
	$	10,680	$	10,732	$	9,082	$	10,732

Loan Modifications Related to COVID-19

The Company ~~continues~~has elected to follow the loan modification guidance under Section 4013 of the CARES Act with regard to COVID-19 modifications made between March 1, 2020 and the earlier of either January 1, , 2022 or the 60th day after the end of the COVID-19 national emergency. Under section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. A financial institution can then suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting purposes. Similarly, the Financial Accounting Standards Board has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief are not TDRs. A modification of six months or less is considered to be a short-term loan modification. In response to the COVID-19 pandemic, the Company has prudently executed loan modifications for existing loan customers, which includes deferrals of interest and in certain cases deferrals of principal and interest. The following table presents information regarding loans which were subject to a loan modification related to COVID-19 during 2021, with balances as of ~~the~~ December 31, ~~2021~~2020 and ~~March 31,~~June 30, 2021, as well as the balance by modification type as of ~~March 31, 2021.~~June 30, 2021 (dollars in thousands).

	Number of loans		Balance as of December 31, 2020		Number of loans		Balance as of March 31, 2021		Principal and Interest Deferral		Principal Deferral		% of loans as of March 31, 2021			Number of loans		Balance as of December 31, 2020		Number of loans		Balance as of June 30, 2021		Principal and Interest Deferral		Principal Deferral		% of loans as of June 30, 2021
Real estate loans:
Mortgages		1	$	209		0	$	0	$	0	$	0		0.00	%		1	$	209		0	$	0	$	0	$	0		0.00	%
Home Equity		1		49		0		0		0		0		0.00	%		1		49		0		0		0		0		0.00	%
Commercial		12		26,039		4		13,864		6,205		7,659		2.29	%		12		26,039		1		6,205		6,205		0		0.97	%
Agricultural		3		181		0		0		0		0		0.00	%		3		181		0		0		0		0		0.00	%
Construction		0		0		0		0		0		0		0.00	%		0		0		0		0		0		0		0.00	%
Consumer		0		0		0		0		0		0		0.00	%		0		0		0		0		0		0		0.00	%
Other commercial loans		2		249		0		0		0		0		0.00	%		2		249		0		0		0		0		0.00	%
Other agricultural loans		0		0		0		0		0		0		0.00	%		0		0		0		0		0		0		0.00	%
Total		19	$	26,727		4	$	13,864	$	6,205	$	7,659		0.99	%		19	$	26,727		1	$	6,205	$	6,205	$	0		0.44	%

1617

~~Table of Contents~~Index

Troubled Debt Restructurings

In situations where, for economic or legal reasons related to a borrower's financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a Troubled Debt Restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to structure more affordable terms before their loan reaches nonaccrual status. These restructured terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of interest or principal, or both, management measures any impairment on the restructuring by calculating the present value of the revised loan terms and comparing this balance to the Company’s investment in the loan prior to the restructuring. As these loans are individually evaluated, they are excluded from pooled portfolios when calculating the allowance for loan and lease losses and a separate allocation within the allowance for loan and lease losses is provided. Management continually evaluates loans that are considered TDRs, including payment history under the modified loan terms, the borrower’s ability to continue to repay the loan based on continued evaluation of their operating results and cash flows from operations. As of ~~March 31,~~June 30, 2021 and December 31, 2020, included within the allowance for loan losses are reserves of ~~$160,000~~$147,000 and $257,000 respectively, that are associated with loans modified as TDRs.

Loan modifications that are considered TDRs completed during the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows (dollars in thousands):

	For the Three Months Ended March 31, 2021
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment				For the Three Months Ended June 30, 2021
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification		Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
													Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Commercial		0		2	$	0	$	290	$	0	$	290		0		1	$	0	$	1,117	$	0	$	1,117
Total		0		2	$	0	$	290	$	0	$	290		0		1	$	0	$	1,117	$	0	$	1,117

	For the Three Months Ended March 31, 2020												For the Six Months Ended June 30, 2021
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment				Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Agricultural		0		1	$	0	$	150	$	0	$	150
Commercial														0		3		0		1,407		0		1,407
Total		0		1	$	0	$	150	$	0	$	150		0		3	$	0	$	1,407	$	0	$	1,407

	For the Three Months Ended June 30, 2020
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Commercial		0		2	$	0	$	406	$	0	$	406
Total		0		2	$	0	$	406	$	0	$	406

1718

~~Table of Contents~~Index

	For the Six Months Ended June 30, 2020
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Commercial		0		2	$	0	$	406	$	0	$	406
Agricultural		0		1		0		150		0		150
Total		0		3	$	0	$	556	$	0	$	556

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism on modified loans occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans.

Allowance for Loan Losses

The following table segregates the allowance for loan losses (ALLL) into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively (in thousands):

	March 31, 2021						December 31, 2020						June 30, 2021						December 31, 2020
	Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total
Real estate loans:
Residential	$	17	$	1,150	$	1,167	$	18	$	1,156	$	1,174	$	16	$	1,158	$	1,174	$	18	$	1,156	$	1,174
Commercial		101		6,582		6,683		95		6,121		6,216		97		7,009		7,106		95		6,121		6,216
Agricultural		12		4,905		4,917		83		4,870		4,953		12		4,694		4,706		83		4,870		4,953
Construction		0		151		151		0		122		122		0		496		496		0		122		122
Consumer		0		237		237		0		321		321		0		85		85		0		321		321
Other commercial loans		170		1,334		1,504		170		1,056		1,226		35		1,293		1,328		170		1,056		1,226
Other agricultural loans		185		604		789		144		720		864		109		474		583		144		720		864
State and political subdivision loans		0		470		470		0		479		479		0		404		404		0		479		479
Unallocated		0		642		642		0		460		460		0		1,049		1,049		0		460		460
Total	$	485	$	16,075	$	16,560	$	510	$	15,305	$	15,815	$	269	$	16,662	$	16,931	$	510	$	15,305	$	15,815

Index

The following tables roll forward the balance of the ALLL by portfolio segment for the three and six months ended ~~March 31,~~June 30, 2021 and 2020, respectively (in thousands):

	For the three months ended March 31, 2021												For the three months ended June 30, 2021
	Balance at December 31, 2020		Charge-offs			Recoveries		Provision			Balance at March 31, 2021		Balance at March 31, 2021		Charge-offs			Recoveries		Provision			Balance at June 30, 2021
Real estate loans:
Residential	$	1,174	$	0		$	0	$	(7	)	$	1,167	$	1,167	$	-		$	0	$	7		$	1,174
Commercial		6,216		0			89		378			6,683		6,683		0			0		423			7,106
Agricultural		4,953		0			0		(36	)		4,917		4,917		0			0		(211	)		4,706
Construction		122		0			0		29			151		151		0			0		345			496
Consumer		321		(4	)		6		(86	)		237		237		(5	)		6		(153	)		85
Other commercial loans		1,226		0			4		274			1,504		1,504		(133	)		3		(46	)		1,328
Other agricultural loans		864		0			0		(75	)		789		789		0			0		(206	)		583
State and political subdivision loans		479		0			0		(9	)		470		470		0			0		(66	)		404
Unallocated		460		0			0		182			642		642		0			0		407			1,049
Total	$	15,815	$	(4	)	$	99	$	650		$	16,560	$	16,560	$	(138	)	$	9	$	500		$	16,931

	For the three months ended March 31, 2020												For the three months ended June 30, 2020
	Balance at December 31, 2019		Charge-offs			Recoveries		Provision			Balance at March 31, 2020		Balance at March 31, 2020		Charge-offs			Recoveries		Provision			Balance at June 30, 2020
Real estate loans:
Residential	$	1,114	$	0		$	0	$	40		$	1,154	$	1,154	$	0		$	0	$	52		$	1,206
Commercial		4,549		(1	)		1		180			4,729		4,729		0			33		182			4,944
Agricultural		5,022		0			0		(144	)		4,878		4,878		0			0		183			5,061
Construction		43		0			0		13			56		56		0			0		25			81
Consumer		112		(8	)		8		5			117		117		(10	)		4		251			362
Other commercial loans		1,255		0			2		40			1,297		1,297		0			3		(99	)		1,201
Other agricultural loans		961		0			0		(126	)		835		835		0			0		(14	)		821
State and political subdivision loans		536		0			0		22			558		558		0			0		(11	)		547
Unallocated		253		0			0		370			623		623		0			0		(19	)		604
Total	$	13,845	$	(9	)	$	11	$	400		$	14,247	$	14,247	$	(10	)	$	40	$	550		$	14,827

	For the six months ended June 30, 2021
	Balance at December 31, 2020		Charge-offs			Recoveries		Provision			Balance at June 30, 2021
Real estate loans:
Residential	$	1,174	$	0		$	0	$	0		$	1,174
Commercial		6,216		0			89		801			7,106
Agricultural		4,953		0			0		(247	)		4,706
Construction		122		0			0		374			496
Consumer		321		(9	)		12		(239	)		85
Other commercial loans		1,226		(133	)		7		228			1,328
Other agricultural loans		864		0			0		(281	)		583
State and political subdivision loans		479		0			0		(75	)		404
Unallocated		460		0			0		589			1,049
Total	$	15,815	$	(142	)	$	108	$	1,150		$	16,931

1820

~~Table of Contents~~Index

	For the six months ended June 30, 2020
	Balance at December 31, 2019		Charge-offs			Recoveries		Provision			Balance at June 30, 2020
Real estate loans:
Residential	$	1,114	$	0		$	0	$	92		$	1,206
Commercial		4,549		(1	)		34		362			4,944
Agricultural		5,022		0			0		39			5,061
Construction		43		0			0		38			81
Consumer		112		(18	)		12		256			362
Other commercial loans		1,255		0			5		(59	)		1,201
Other agricultural loans		961		0			0		(140	)		821
State and political subdivision loans		536		0			0		11			547
Unallocated		253		0			0		351			604
Total	$	13,845	$	(19	)	$	51	$	950		$	14,827

The Company allocates the ALLL based on the factors described below, which conform to the Company’s loan classification policy and credit quality measurements. In reviewing risk within the Company’s loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The ALLL consists of amounts applicable to: (i) residential real estate loans; (ii) residential real estate home equity loans; (iii) commercial real estate loans; (iv) agricultural real estate loans; (v) real estate construction loans; (vi) other commercial and agricultural loans; (vii) consumer loans; (viii) other agricultural loans and (ix) state and political subdivision loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non-classified loans. The following qualitative factors are analyzed:

Level of and trends in delinquencies and impaired/classified loans

◾▪

Change in volume and severity of past due loans

◾▪

Volume of non-accrual loans

◾▪

Volume and severity of classified, adversely or graded loans;

Level of and trends in charge-offs and recoveries;

Trends in volume, terms and nature of the loan portfolio;

Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices;

Changes in the quality of the Company’s loan review system;

Experience, ability and depth of lending management and other relevant staff;

National, state, regional and local economic trends and business conditions

◾▪

General economic conditions

◾▪

Unemployment rates

◾▪

Inflation rate/ Consumer Price Index

◾▪

Changes in values of underlying collateral for collateral-dependent loans;

Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses;

Existence and effect of any credit concentrations, and changes in the level of such concentrations; and

Any change in the level of board oversight.

The Company analyzes its loan portfolio at least each quarter to determine the adequacy of its ALLL.

~~Table of Contents~~

Loans determined to be TDRs are impaired and for purposes of estimating the ALLL must be individually evaluated for impairment. In calculating the impairment, the Company calculates the present value utilizing an analysis of discounted cash flows. If the present value calculated is below the recorded investment of the loan, impairment is recognized by a charge to the provision for loan and lease losses and a credit to the ALLL.

Index

For the three months ended ~~March 31,~~June 30, 2021, the allowance for commercial real estate increased due to loans acquired as part of the MidCoast acquisition maturing and then renewed and becoming subject to the Company’s allowance calculation. The factor related to volume of non-accrual loans was decreased for commercial real estate due to a decrease in the volume of non-accrual loans. The factor related to the volume and severity of classified, adversely or graded loans was decreased for agricultural real estate and other agricultural loans due to a decrease in classified loans. The factors for trends in volume, terms and nature of the portfolio, experience and depth of lending management and relevant staff, and changes in value of underlying value of collateral were increased for the construction loan portfolio due to the increase in the overall size of the portfolio, the increase in the size of individual construction loans and the complexity of the construction projects funded.

For the six months ended June 30, 2021, the allowance for commercial real estate and other commercial loans increased due to loans acquired as part of the MidCoast acquisition maturing and then renewed and becoming subject to the Company’s allowance calculation. The factor related to level of past due loans for residential real estate was decreased due to a decrease in past due loans. The factor related to volume of non-accrual loans was decreased for commercial real estate due to a decrease in the volume of non-accrual loans. The factor related to the volume and severity of classified, adversely or graded loans was decreased for agricultural real estate and other agricultural loans due to a decrease in classified loans. The factors for trends in volume, terms and nature of the portfolio, experience and depth of lending management and relevant staff, and changes in value of underlying value of collateral were increased for the construction loan portfolio due to the increase in the overall size of the portfolio, the increase in the size of individual construction loans and the complexity of the construction projects funded.

For the three and six months ended ~~March 31,~~June 30, 2020, the allowance for all categories was increased due to a general deterioration in economic activity and increase in unemployment as a result of the Covid-19 pandemic. In addition, commercial real estate was increased due to an increase in past due and nonaccrual loans. The decrease in the provision for ~~agricultural real estate loans and~~ other agricultural loans is due to the decrease in outstanding loans in these loan portfolios as of ~~March 31,~~June 30, 2020 compared to December 31, ~~2019.~~2019. The decrease in the provision for other commercial loans is due to the decrease in the unguaranteed balance of other commercial loans from December 31, 2019 to June 30, 2020, excluding loans acquired as part of the MidCoast acquisition.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell, and are included in other assets on the Consolidated Balance Sheet. As of ~~March 31,~~June 30, 2021 and December 31, 2020, included within other assets are ~~$1,720,000~~$1,811,000 and $1,836,000, respectively, of foreclosed assets. As of ~~March 31,~~June 30, 2021, included within the foreclosed assets are ~~$359,000~~$481,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of ~~March 31,~~June 30, 2021, the Company had initiated formal foreclosure proceedings on ~~$545,000~~$263,000 of consumer residential mortgages, which had not yet been transferred into foreclosed assets. In accordance with various state regulations, foreclosure actions have been suspended into the fourth quarter.

Index

Note 6 – Goodwill and Other Intangible Assets

The following table provides the gross carrying value and accumulated amortization of intangible assets as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

	March 31, 2021							December 31, 2020							June 30, 2021							December 31, 2020
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
Amortized intangible assets (1):
MSRs	$	2,302	$	(1,203	)	$	1,099	$	2,153	$	(1,131	)	$	1,022	$	2,427	$	(1,270	)	$	1,157	$	2,153	$	(1,131	)	$	1,022
Core deposit intangibles		1,943		(1,346	)		597		1,943		(1,297	)		646		1,943		(1,395	)		548		1,943		(1,297	)		646
Total amortized intangible assets	$	4,245	$	(2,549	)	$	1,696	$	4,096	$	(2,428	)	$	1,668	$	4,370	$	(2,665	)	$	1,705	$	4,096	$	(2,428	)	$	1,668
Unamortized intangible assets:
Goodwill	$	31,376						$	31,376						$	31,376						$	31,376

(1) Excludes fully amortized intangible assets

~~Table of Contents~~

The following table provides the current year and estimated future amortization expense for amortized intangible assets for the next five years (in thousands). We based our projections of amortization expense shown below on existing asset balances at ~~March 31,~~June 30, 2021. Future amortization expense may vary from these projections:

	MSRs		Core deposit intangibles		Total		MSRs		Core deposit intangibles		Total
Three months ended March 31, 2021 (actual)	$	72	$	49	$	121
Three months ended March 31, 2020 (actual)		48		50		98
Three months ended June 30, 2021 (actual)							$	67	$	49	$	116
Six months ended June 30, 2021 (actual)								139		98		237
Three months ended June 30, 2020 (actual)								49		55		104
Six months ended June 30, 2020 (actual)								97		105		202
Estimate for year ending December 31,
Remaining 2021		219		143		362		157		94		251
2022		241		156		397		268		156		424
2023		190		121		311		213		121		334
2024		147		85		232		166		85		251
2025		110		50		160		125		50		175
Thereafter		192		42		234		228		42		270
Total	$	1,099	$	597	$	1,696	$	1,157	$	548	$	1,705

Note 7 -– Employee Benefit Plans

For additional detailed disclosure on the ~~Company's~~Company’s pension and employee benefits plans, please refer to Note 11 of the ~~Company's~~Company’s Consolidated Financial Statements included in the 2020 Annual Report on Form 10-K.

Noncontributory Defined Benefit Pension Plan

The Bank sponsors a trusteed noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all employees and officers hired prior to January 1, 2007. The Bank’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the plans’ actuary. Any employee with a hire date of January 1, 2007 or later is not eligible to participate in the Pension Plan.

In lieu of the Pension Plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting certain length of service requirements, an annual discretionary 401(k) plan contribution from the Bank equal to a percentage of an employee’s base compensation. The contribution amount, if any, is placed in a separate account within the 401(k) plan and is subject to a vesting requirement.

Index

For employees who are eligible to participate in the Pension Plan, the Pension Plan requires benefits to be paid to eligible employees based primarily upon age and compensation rates during employment. Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the Pension Plan.

The following sets forth the components of net periodic benefit costs of the Pension Plan and the line item on the Consolidated Statement of Income where such amounts are included, for the three and six months ended ~~March 31,~~June 30, 2021 and 2020, respectively (in thousands):

	Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			Affected line item on the Consolidated Statement of Income	2021			2020			2021			2020			Affected line item on the Consolidated Statement of Income
Service cost	$	110		$	83		Salary and Employee Benefits	$	115		$	82		$	225		$	165		Salary and Employee Benefits
Interest cost		82			87		Other Expenses		78			79			160			166		Other Expenses
Expected return on plan assets		(252	)		(225	)	Other Expenses		(252	)		(206	)		(504	)		(431	)	Other Expenses
Partial Settlement									0			307			0			307		Other Expenses
Net amortization and deferral		91			62		Other Expenses		82			55			173			117		Other Expenses
Net periodic benefit cost	$	31		$	7			$	23		$	317		$	54		$	324

The Bank does 0t expect to contribute to the Pension Plan during ~~2021.~~2021.

~~Table of Contents~~

Restricted Stock Plan

The Company maintains a Restricted Stock Plan (the “Plan”) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements. Awards granted under the Plan are in the form of the Company’s common stock and are subject to certain vesting requirements including continuous employment or service with the Company. In April of 2016, the Company’s stockholders authorized a total of 150,000 shares of the Company’s common stock to be made available under the Plan. As of ~~March 31,~~June 30, 2021, ~~123,966~~120,432 shares remain available to be issued under the Plan. The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation.

The following table details the vesting, awarding and forfeiting of restricted stock during the three and six months ended ~~March 31,~~June 30, 2021:


	Three months						Three months						Six months
	Unvested Shares			Weighted Average Market Price			Unvested Shares			Weighted Average Market Price			Unvested Shares			Weighted Average Market Price
Outstanding, beginning of period		10,202		$	55.93			10,198		$	55.94			10,202		$	55.93
Granted		88			56.81			3,531			60.30			3,619			60.21
Forfeited		(60	)		(54.07	)		0			0			(60	)		(54.07	)
Vested		(32	)		(58.24	)		(7,107	)		(56.43	)		(7,139	)		(56.44	)
Outstanding, end of period		10,198		$	55.94			6,622		$	57.74			6,622		$	57.74

Compensation expense related to restricted stock is recognized, based on the market price of the stock at the grant date, over the vesting period. Compensation expense related to restricted stock was ~~$84,000~~$160,000 and ~~$82,000~~$165,000 for the six months ended June 30, 2021 and 2020, respectively. For the three months ended ~~March 31,~~June 30, 2021 and 2020, compensation expense totaled $76,000 and $83,000, respectively. At ~~March 31,~~June 30, 2021, the total compensation cost related to nonvested awards that had not yet been recognized was ~~$570,000,~~$382,000, which is expected to be recognized over the next three ~~years.~~years.

Index

Note 8 – Accumulated Comprehensive Income ~~(Loss)~~

The following tables present the changes in accumulated other comprehensive income ~~(loss)~~ by component, net of tax, for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	Three months ended March 31, 2021												Six months ended June 30, 2021
	Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)			Total			Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized gain (loss) on interest rate swap (a)			Total
Balance as of December 31, 2020	$	6,058		$	(3,462	)	$	(9	)	$	2,587		$	6,058		$	(3,462	)	$	(9	)	$	2,587
Other comprehensive (loss) income before reclassifications (net of tax)		(3,235	)		0			1,617			(1,618	)		(2,096	)		0			1,022			(1,074	)
Amounts reclassified from accumulated other comprehensive (loss) income (net of tax)		(39	)		72			0			33			(39	)		136			0			97
Net current period other comprehensive (loss) income		(3,274	)		72			1,617			(1,585	)		(2,135	)		136			1,022			(977	)
Balance as of March 31, 2021	$	2,784		$	(3,390	)	$	1,608			1,002
Balance as of June 30, 2021													$	3,923		$	(3,326	)	$	1,013		$	1,610

	Three months ended March 31, 2020										Six months ended June 30, 2020
	Unrealized gain (loss) on available for sale securities (a)		Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)		Total			Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)			Total
Balance as of December 31, 2019	$	2,290	$	(2,919	)	$	0	$	(629	)	$	2,290		$	(2,919	)	$	0		$	(629	)
Other comprehensive income (loss) before reclassifications (net of tax)		3,424		0			-		3,424			3,740			0			(446	)		3,294
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)		0		123			-		123
Amounts reclassified from accumulated other comprehensive (loss) income (net of tax)												(92	)		334			0			242
Net current period other comprehensive income (loss)		3,424		123			-		3,547			3,648			334			(446	)		3,536
Balance as of March 31, 2020	$	5,714	$	(2,796	)	$	-	$	2,918
Balance as of June 30, 2020											$	5,938		$	(2,585	)	$	(446	)	$	2,907

	Three months ended June 30, 2021
	Unrealized gain on available for sale securities (a)		Defined Benefit Pension Items (a)			Unrealized gain (loss) on interest rate swap (a)			Total
Balance as of March 31, 2021	$	2,784	$	(3,390	)	$	1,608		$	1,002
Other comprehensive income (loss) before reclassifications (net of tax)		1,139		0			(595	)		544
Amounts reclassified from accumulated other comprehensive income (net of tax)		0		64			0			64
Net current period other comprehensive income (loss)		1,139		64			(595	)		608
Balance as of June 30, 2021	$	3,923	$	(3,326	)	$	1,013		$	1,610

	Three months ended June 30, 2020
	Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)			Total
Balance as of March 31, 2020	$	5,714		$	(2,796	)	$	0		$	2,918
Other comprehensive income (loss) before reclassifications (net of tax)		316			0			(446	)		(130	)
Amounts reclassified from accumulated other comprehensive (loss) income (net of tax)		(92	)		211			0			119
Net current period other comprehensive income (loss)		224			211			(446	)		(11	)
Balance as of June 30, 2020	$	5,938		$	(2,585	)	$	(446	)	$	2,907

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheet.

2225

~~Table of Contents~~Index

The following table presents the significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

Details about accumulated other comprehensive income (loss)	Amount reclassified from accumulated comprehensive income (loss) (a)						Affected line item in the Consolidated Statement of Income	Amount reclassified from accumulated comprehensive income (loss) (a)						Affected line item in the Consolidated Statement of Income
	Three Months Ended March 31,							Three Months Ended June 30,
	2021			2020				2021			2020
Unrealized gains and losses on available for sale securities
	$	50		$	0		Available for sale securities gains, net	$	0		$	117		Available for sale securities gains, net
		(11	)		0		Provision for income taxes		0			(25	)	Provision for income taxes
	$	39		$	0		Net of tax	$	0		$	92		Net of tax

Defined benefit pension items
	$	(91	)	$	(156	)	Other expenses	$	(82	)	$	(267	)	Other expenses
		19			33		Provision for income taxes		18			56		Provision for income taxes
	$	(72	)	$	(123	)	Net of tax	$	(64	)	$	(211	)	Net of tax

Total reclassifications	$	(33	)	$	(123	)		$	(64	)	$	(119	)

	Six Months Ended June 30,
	2021			2020
Unrealized gains and losses on available for sale securities
	$	50		$	117		Available for sale securities gains, net
		(11	)		(25	)	Provision for income taxes
	$	39		$	92		Net of tax

Defined benefit pension items
	$	(173	)	$	(423	)	Other expenses
		37			89		Provision for income taxes
	$	(136	)	$	(334	)	Net of tax

Total reclassifications	$	(97	)	$	(242	)

(a) Amounts in parentheses indicate expenses and other amounts indicate income on the Consolidated Statement of Income

Note 9 – Fair Value Measurements

The Company has established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are as follows:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

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Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis

The fair values of equity securities and securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The following tables present the assets and liabilities reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of ~~March 31,~~June 30, 2021 and December 31, 2020 by level within the fair value hierarchy (in thousands). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

March 31, 2021	Level I		Level II			Level III		Total
June 30, 2021											Level I		Level II			Level III		Total
Fair value measurements on a recurring basis:
Assets
Assets:
Equity securities	$	2,118	$	0		$	0	$	2,118		$	2,148	$	0		$	0	$	2,148
Available for sale securities:
U.S. Agency securities		0		79,709			0		79,709			0		84,511			0		84,511
U.S. Treasury securities		40,362		0			0		40,362			69,685		0			0		69,685
Obligations of state and political subdivisions		0		102,345			0		102,345			0		109,155			0		109,155
Corporate obligations		0		6,983			0		6,983			0		10,955			0		10,955
Mortgage-backed securities in government sponsored entities		0		92,568			0		92,568			0		94,696			0		94,696
Other Assets
Derivative instruments		0		4,651			0		4,651			0		2,934			0		2,934
Liabilities
Liabilities:
Derivative instruments		0		(2,615	)		0		(2,615	)		0		(1,651	)		0		(1,651	)

December 31, 2020	Level I		Level II			Level III		Total			Level I		Level II			Level III		Total
Fair value measurements on a recurring basis:
Assets
Assets:
Equity securities	$	1,931	$	0		$	0	$	1,931		$	1,931	$	0		$	0	$	1,931
Available for sale securities:
U.S. Agency securities		0		81,416			0		81,416			0		81,416			0		81,416
U.S. Treasuries securities		28,043		0			0		28,043			28,043		0			0		28,043
Obligations of state and political subdivisions		0		102,972			0		102,972			0		102,972			0		102,972
Corporate obligations		0		6,509			0		6,509			0		6,509			0		6,509
Mortgage-backed securities in government sponsored entities		0		76,249			0		76,249			0		76,249			0		76,249
Other Assets
Derivative instruments		0		1,111			0		1,111			0		1,111			0		1,111
Liabilities
Liabilities:
Derivative instruments		0		(1,122	)		0		(1,122	)		0		(1,122	)		0		(1,122	)

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Assets and Liabilities Required to be Measured and Reported at Fair Value on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis as of ~~March 31,~~June 30, 2021 and December 31, 2020 are included in the table below (in thousands):

March 31, 2021	Level I		Level II		Level III		Total
June 30, 2021									Level I		Level II		Level III		Total
Impaired Loans	$	0	$	0	$	3,264	$	3,264	$	0	$	0	$	3,146	$	3,146
Other real estate owned		0		0		1,527		1,527		0		0		1,132		1,132

December 31, 2020	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Impaired Loans	$	0	$	0	$	3,243	$	3,243	$	0	$	0	$	3,243	$	3,243
Other real estate owned		0		0		1,700		1,700		0		0		1,700		1,700

•

Impaired Loans - The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. The fair values above excluded estimated selling costs of ~~$351,000~~$328,000 and $356,000 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

•

Other Real Estate Owned (OREO) – OREO is carried at the lower of cost or fair value, less estimated costs to sell, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table above. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level II measurement. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the loans are categorized in the above table as a Level III measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

The following table provides a listing of the significant unobservable inputs used in the fair value measurement process for items valued utilizing Level III techniques (dollars in thousands).

March 31, 2021	Fair Value		Valuation Technique(s)	Unobservable input	Range			Weighted average
June 30, 2021											Fair Value		Valuation Technique(s)	Unobservable input	Range			Weighted average
Impaired Loans	$	3,264	Appraised Collateral Values	Discount for time since appraisal		0-100	%		21.83	%	$	3,146	Appraised Collateral Values	Discount for time since appraisal		0-100	%		16.69	%
				Selling costs		5%-11	%		9.40	%				Selling costs		5%-11	%		9.64	%
				Holding period	0 - 12 months			11.49 months						Holding period	0 - 12 months			11.91 months

Other real estate owned		1,527	Appraised Collateral Values	Discount for time since appraisal		20-33	%		30.58	%		1,132	Appraised Collateral Values	Discount for time since appraisal		20-37	%		33.12	%

December 31, 2020	Fair Value		Valuation Technique(s)	Unobservable input	Range			Weighted average
Impaired Loans		3,243	Appraised Collateral Values	Discount for time since appraisal		0-100	%		20.61	%
				Selling costs		5%-10	%		9.51	%
				Holding period	6 - 12 months			11.65 months

Other real estate owned		1,700	Appraised Collateral Values	Discount for time since appraisal		20-31	%		28.67	%

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Financial Instruments Not Required to be Measured or Reported at Fair Value

The carrying amount and fair value of the Company’s financial instruments that are not required to be measured or reported at fair value on a recurring basis are as follows (in thousands):

March 31, 2021
Carrying
Amount
Fair Value Level I Level II Level III
Financial assets:
Interest bearing time deposits with other banks $ 13,509 $ 13,509 $ 0 $ 0 $ 13,509
Loans held for sale 9,946 9,946 0 0 9,946
Net loans 1,387,841 1,399,392 0 0 1,399,392

Financial liabilities:
Deposits 1,687,470 1,690,832 1,314,705 0 376,127
Borrowed funds 86,171 83,141 0 0 83,141

December 31, 2020
Financial assets:
Interest bearing time deposits with other banks $ 13,758 $ 13,758 $ 0 $ 0 $ 13,758
Loans held for sale 14,640 14,640 0 0 14,640
Net loans 1,389,466 1,404,166 0 0 1,404,166

Financial liabilities:
Deposits 1,588,858 1,593,738 1,207,666 0 386,075
Borrowed funds 88,838 88,263 0 0 88,263

June 30, 2021	Carrying Amount		Fair Value		Level I		Level II		Level III
Financial assets:
Interest bearing time deposits with other banks	$	12,266	$	12,266	$	0	$	0	$	12,266
Loans held for sale		5,282		5,282		0		0		5,282
Net loans		1,398,178		1,404,869		0		0		1,404,869

Financial liabilities:
Deposits		1,682,387		1,691,801		1,342,815		0		348,986
Borrowed funds		97,830		98,675		0		0		98,675

December 31, 2020
Financial assets:
Interest bearing time deposits with other banks	$	13,758	$	13,758	$	0	$	0	$	13,758
Loans held for sale		14,640		14,640		0		0		14,640
Net loans		1,389,466		1,404,166		0		0		1,404,166

Financial liabilities:
Deposits		1,588,858		1,593,738		1,207,666		0		386,075
Borrowed funds		88,838		88,263		0		0		88,263

The carrying amounts for cash and due from banks, bank owned life insurance, regulatory stock, accrued interest receivable and payable approximate fair value and are considered Level I measurements.

~~Note~~ 10 ~~– Subsequent Event – subordinated debt issuance~~

~~The Company completed on~~ ~~April 16, 2021, a private placement of $10 million~~ ~~aggregate principal amount of~~ ~~4.00%~~ ~~fixed-to-floating rate subordinated notes due~~ ~~2031~~ ~~(the "Notes") to certain qualified investors. Unless earlier redeemed, the Notes mature on~~ ~~April 16, 2031. The Notes will initially bear interest from the initial issue date to but excluding April 16, 2026 or the earlier redemption, at a fixed rate of~~ ~~4.00%~~ ~~per annum, payable semiannually. Subsequently and through maturity, the Notes will be bear interest equal to the~~ 90~~-day average secured overnight financing rate, determined on the determination date of the applicable interest period, plus~~ ~~323~~ ~~basis points, payable quarterly in arrears on~~ ~~March 30, June 30, September 30~~ ~~and~~ ~~December 30~~ ~~of each year. The Company may also redeem the Notes, in whole or in part, on or after~~ ~~April 16, 2026~~, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Notes were designed to qualify as Tier 2 capital under the Federal Reserve's capital adequacy regulations. The Company expects to use the net proceeds of the offering for general corporate purposes, which may include working capital, the funding of organic growth or potential acquisitions, and the repurchase of the Company's common stock.

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Note 1110 – Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In that regard, we have formed a cross-functional working group. The working group is comprised of individuals from various functional areas including credit, loan origination and finance. We are currently working through our implementation plan which includes assessment and documentation of processes, internal controls and data sources; model development and documentation; and system configuration, among other things. We are also in the process of implementing a third-party vendor solution to assist us in the application of the ASU 2016-13. The adoption of the ASU 2016-13 could result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan portfolio as well as the prevailing economic conditions and forecasts as of the adoption date.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s consolidated financial statements.

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In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments – Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other public business entities, the effective date is for fiscal years beginning after December 15, 2020, and for all other entities, the effective date is for fiscal years beginning after December 15, 2021. Topic 815, Derivatives and Hedging amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. For entities that have adopted the amendments in Update 2017-12, the effective date is as of the beginning of the first annual period beginning after the issuance of this Update. Topic 825, Financial Instruments amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt ASU 2016-13.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

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In January 2020, the FASB issued ASU 2020-1, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that, for the purpose of applying paragraph 815-10-15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option, in accordance with the financial instruments guidance in Topic 825. An entity also would evaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-3, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position or results of operations.

In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position or results of operations.

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In August 2020, the FASB issued ASU 2020-6, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. This ASU requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The amendments in this ASU are effective for public business entities that are not smaller reporting companies, for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which makes minor technical corrections and clarifications to the ASC. The amendments in Sections B and C of the ASU are effective for annual periods beginning after December 15, 2020, for public business entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease. Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate. For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.

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ITEM 2.

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

Forward-Looking Statements

We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or expected future results of operations of Citizens Financial Services, Inc., CZFS Acquisition Company, LLC, First Citizens Community Bank, First Citizens Insurance Agency, Inc., 1^st Realty of PA LLC or the combined Company. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements. The Company cautions readers that the following important factors, among others, could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement:

The scope, duration and severity of the COVID-19 pandemic and its effects on our business and operations, our customers, including their ability to make timely payments on loans, our service providers, and on the economy and financial markets in general.

Interest rates could change more rapidly or more significantly than we expect.

The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.

The financial markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.

It could take us longer than we anticipate to implement strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.

We may not be able to successfully integrate businesses we acquire or be able to fully realize the expected financial and other benefits from acquisitions.

Acquisitions and dispositions of assets could affect us in ways that management has not anticipated.

We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition or operating results.

We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements.

We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.

We could experience greater losses than expected due to the ever increasing volume of information theft, ransomware attacks and fraudulent scams impacting our customers and the banking industry.

We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.

The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products, which could negatively impact some of our customers.

Agricultural customers could be affected by factors outside of their control including adverse weather conditions, loss of crops or livestock due to diseases or other factors, and government policies, regulations and tariffs.

Loan concentrations in certain industries could negatively impact financial results, if financial results or economic conditions deteriorate.

Companies providing support services related to the exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality. Additionally, the activities the companies providing support services related to the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas. As a result, decreases in the market price of natural gas could also negatively impact these companies, our customers.

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Additional factors that may affect our results are discussed under “Part II – Item 1A – Risk Factors” in this report and in the Company’s 2020 Annual Report on Form 10-K under “Item 1.A/ Risk Factors.” Except as required by applicable law and regulation, we assume no obligation to update or revise any forward-looking statements after the date on which they are made.

Introduction

The following is ~~management’s~~management's discussion and analysis of the financial condition and results of operations at the dates and for the periods presented in the accompanying consolidated financial statements for the Company. Our consolidated financial condition and results of operations consist almost entirely of the Bank’s ~~consolidated~~ financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the preceding financial statements presented under Part I. The results of operations for the three and six months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results you may expect for the full year.

The Company currently engages in the general business of banking throughout our service area of Potter, Tioga, Clinton, Bradford and Centre counties in north central Pennsylvania, Lebanon, Berks, Schuylkill, Lancaster and Chester counties in south central Pennsylvania and Allegany County in southern New York and with the MidCoast acquisition, the Cities of Wilmington and Dover, Delaware. We also have a limited branch office in Union county, Pennsylvania, which primarily serves agricultural and commercial customers in the central Pennsylvania market. We maintain our central office in Mansfield, Pennsylvania. Presently we operate 33 banking facilities, 31 of which operate as bank branches. In Pennsylvania, the Company has full service offices located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Mansfield Wal-Mart Super Center, Mill Hall, Schuylkill Haven, Friedensburg, Mt. Aetna, Fredericksburg, Mount Joy, Fivepointville, State College, Kennett Square and two branches near the city of Lebanon, Pennsylvania. The Kennett Square branch was opened in the fourth quarter of 2020. The limited branch office is located in Winfield, Pennsylvania. In New York, our office is in Wellsville. With the MidCoast merger completed in the second quarter of 2020, we added three branches in Delaware with two being in the Wilmington market and one in Dover.

Covid-19 Pandemic Response and Loan Profile

In response to the Covid-19 pandemic, the Company maintains a payment relief program that includes the following:

Interest only payment options for consumers and businesses for 60-90 days.

Deferral of principal payments for consumers and businesses in certain industries for 60-120 days

During 2021, we have modified 19 loans totaling $26.7 million, primarily business related loans. As of ~~March 31,~~June 30, 2021, ~~loans~~a loan with ~~aggregate balances~~a balance of ~~$13.9~~$6.2 million ~~were~~was still under a modification ~~agreement. Of the $13.9 million modifications outstanding as of March 31, 2021, $7.7 million mature by the end of May 2021, with the remainder maturing~~agreement that matures by August 31, 2021. Additionally, in accordance with government regulations, we have paused certain foreclosure actions in accordance with state mandates.

We also are participating in the Paycheck Protection Program for loans provided under the auspices of the Small Business Administration (SBA). As of ~~March 31,~~June 30, 2021, we had outstanding ~~326~~419 loans with balances totaling ~~$28.3~~$27.1 million that earn interest at 1% per annum and are expected to generate fee revenue of approximately ~~$1.2~~$1.4 million over the next 24 months. A portion of these loans may be forgiven by the SBA depending on the customers usage of the proceeds.

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The Company tracks industry concentrations to identify risks that could lead to additional credit exposure. As a result of the Covid 19 pandemic, the Company has determined that hotels/motels, restaurants and ~~restaurants~~amusement/theme parks represent a higher level of credit risk. At ~~March 31,~~June 30, 2021, the Company has limited loan concentrations to these industries as follows:

Hotels/Motels - ~~$59.3~~$70.9 million or ~~4.2%~~5.0% of outstanding loans

Restaurants - ~~$26.8~~$26.7 million or 1.9% of outstanding loans

Amusement/Theme parks - ~~$13.9~~$9.4 million, or ~~1.0%~~0.7% of outstanding loans

Our agricultural relationships are also being strained by the pandemic as demand for certain products has declined and processing plant issues have resulted in strains on our customers as a result of the pandemic. Agricultural lending comprises ~~$356.7~~$344.0 million, or ~~25.4%~~24.3% of outstanding balances as of ~~March 31,~~June 30, 2021. The federal government has provided financial assistance to some of our customers through various programs to combat some of the impact of the COVID-19 pandemic.

Risk Management

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity, reputational and regulatory risk.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in market interest rates. Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company. The Company uses its asset/liability and funds management policy to control and manage interest rate risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and the purchasing of securities. The Company’s primary credit risk is in the loan portfolio. The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses. Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.

Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors. The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk. These guidelines include, among other things, contingent funding alternatives.

Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information, including fraudulent activity outside the Company’s control. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.

Regulatory and compliance risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company. We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our ~~operations~~operations.

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Competition

The banking industry in the Bank’s service areas continue to be extremely competitive, both among commercial banks and with other financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, insurance companies, credit unions, agricultural cooperatives and internet entities for loans and deposits. Competition in our north central Pennsylvania market has increased as a result of other financial institutions looking to expand into new markets. With larger population centers in our central and south central markets, as well as in our Delaware market, we experience more competition to gather deposits and to make loans. Mortgage banking firms, financial companies, financial affiliates of industrial companies, brokerage firms, retirement fund management firms and even government agencies provide additional competition for loans, deposits and other financial services. The Bank is generally competitive with all competing financial institutions in its service areas with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.

Trust and Investment Services; Oil and Gas Services

Our Investment and Trust Services Division offers professional trust administration, investment management services, estate planning and administration, and custody of securities. In addition to traditional trust and investment services offered, we assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management. Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the Consolidated Balance Sheets since such items are not assets of the Company. Revenues and fees of the Trust Department are reflected in trust income in the Consolidated Statement of Income. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Trust Department had ~~$150.9~~$155.4 million and $150.3 million of assets under management, respectively.

Our Investment Representatives offer full service brokerage services and financial planning throughout the Bank’s market area. Products such as mutual funds, annuities, health and life insurance are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc. The assets associated with these products are not included in the Consolidated Balance Sheets since such items are not assets of the Company. Assets owned and invested by customers of the Bank through the Bank’s Investment Representatives increased from $241.0 million at December 31, 2020 to ~~$252.9~~$262.2 million at ~~March 31,~~June 30, 2021. Fee income from the sale of these products is reflected in brokerage and insurance income in the Consolidated Statement of Income. Management believes that there are opportunities to increase non-interest income through these products and services, especially in our central and south central Pennsylvania markets.

Results of Operations

Overview of the Income Statement

The Company had net income of ~~$8,463,000~~$15,110,000 for the first ~~three~~six months of 2021 compared to ~~$4,531,000~~$9,869,000 for last year’s comparable period, an increase of ~~$3,932,000,~~$5,241,000, or ~~86.8%~~53.1%. Basic earnings per share for the first ~~three~~six months of 2021 were ~~$2.16~~$3.83, compared to ~~$1.27~~$2.64 last year, representing a ~~70.1%~~45.1% increase. Annualized return on assets and return on equity for the ~~first three~~six months of 2021 were ~~1.77%~~1.54% and ~~17.25%~~15.19%, respectively, compared with 1.24% and ~~11.48%~~11.90% for last year’s comparable period.

Net income for the three months ended June 30, 2021 was $6,647,000 compared to $5,338,000 in the comparable 2020 period, an increase of $1,309,000 or 24.5%. Basic earnings per share for the three months ended June 30, 2021 were $1.69, compared to $1.37 last year, representing a 23.4% increase. Annualized return on assets and return on equity for the quarter ended June 30, 2021 was 1.32% and 13.19%, respectively, compared with 1.25% and 12.28% for the same 2020 period.

Net Interest Income

Net interest income, the most significant component of the Company’s earnings, is the amount by which interest income generated from interest-earning assets exceeds interest expense paid on interest-bearing liabilities.

Index

Net interest income for the first ~~three~~six months of 2021 was ~~$16,441,000,~~$32,653,000, an increase of ~~$3,551,000,~~$3,477,000, or ~~27.6%~~11.9%, compared to the same period in 2020. For the first ~~three~~six months of 2021 the provision for loan losses was ~~$650,000,~~$1,150,000, an increase of ~~$250,000~~$200,000 over the comparable period in 2020. Consequently, net interest income after the provision for loan losses was ~~$15,791,000~~$31,503,000 in the first ~~three~~six months of 2021 compared to ~~$12,490,000~~$28,226,000 during the first ~~three~~six months of 2020.

For the three months ended June 30, 2021, net interest income was $16,212,000 compared to $16,286,000, a decrease of $74,000, or 0.5% over the comparable period in 2020. The provision for loan losses in the second quarter was $500,000 compared to $550,000 for last year’s second quarter. Consequently, net interest income after the provision for loan losses was $15,712,000 for the quarter ended June 30, 2021 compared to $15,736,000 in 2020.

~~Table of Contents~~

The following table sets forth the average balances of, and the interest earned or incurred on, for each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and interest rate spread created for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 on a tax equivalent basis (dollars in thousands):

	Analysis of Average Balances and Interest Rates
	Three Months Ended															Analysis of Average Balances and Interest Rates Six Months Ended
	March 31, 2021							March 31, 2020								June 30, 2021							June 30, 2020
(dollars in thousands)	Average Balance (1) $		Interest $		Average Rate %			Average Balance (1) $		Interest $		Average Rate %				Average Balance (1) $		Interest $		Average Rate %			Average Balance (1) $		Interest $		Average Rate %
ASSETS
Short-term investments:
Interest-bearing deposits at banks		94,523		19		0.08			9,538		3		0.17				108,196		46		0.09			19,013		9		0.10
Total short-term investments		94,523		19		0.08			9,538		3		0.17				108,196		46		0.09			19,013		9		0.10
Interest bearing time deposits at banks		13,730		87		2.57			14,272		92		2.59				13,371		171		2.58			14,329		183		2.57
Investment securities:
Taxable		200,492		951		1.90			179,893		1,217		2.71				225,103		1,998		1.78			181,469		2,410		2.66
Tax-exempt (3)		100,422		689		2.74			62,555		493		3.15				101,746		1,381		2.71			69,896		1,079		3.09
Total investment securities		300,914		1,640		2.18			242,448		1,710		2.82				326,849		3,379		2.07			251,365		3,489		2.78
Loans (2)(3)(4):
Residential mortgage loans		203,941		2,553		5.08			215,838		2,843		5.30				203,235		5,047		5.01			214,809		5,643		5.28
Construction		38,314		410		4.34			17,726		223		5.06				44,595		931		4.21			24,011		596		4.99
Commercial Loans		713,900		9,063		5.15			415,199		5,534		5.36				726,077		17,938		4.98			507,490		13,809		5.47
Agricultural Loans		358,565		3,830		4.33			360,179		4,112		4.59				355,094		7,593		4.31			358,173		8,124		4.56
Loans to state & political subdivisions		62,516		598		3.87			94,122		939		4.01				57,698		1,068		3.73			92,306		1,837		4.00
Other loans		26,605		348		5.30			9,461		171		7.27				26,083		682		5.27			11,517		395		6.90
Loans, net of discount		1,403,841		16,802		4.85			1,112,525		13,822		5.00				1,412,782		33,259		4.75			1,208,306		30,404		5.06
Total interest-earning assets		1,813,008		18,548		4.15			1,378,783		15,627		4.56				1,861,198		36,855		3.99			1,493,013		34,085		4.59
Cash and due from banks		6,377							6,263								6,569							7,791
Bank premises and equipment		17,003							16,062								17,188							16,823
Other assets		80,953							56,983								78,055							67,847
Total non-interest earning assets		104,333							79,308								101,812							92,461
Total assets		1,917,341							1,458,091								1,963,010							1,585,474
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY															LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW accounts		422,135		320		0.31			332,068		437		0.53				442,328		703		0.32			358,026		694		0.39
Savings accounts		268,252		89		0.13			225,985		184		0.33				278,848		175		0.13			233,050		291		0.25
Money market accounts		238,788		176		0.30			174,294		393		0.91				243,221		339		0.28			186,018		595		0.64
Certificates of deposit		380,791		1,013		1.08			261,278		973		1.50				367,971		1,906		1.04			308,019		2,064		0.35
Total interest-bearing deposits		1,309,966		1,598		0.49			993,625		1,987		0.93				1,332,368		3,123		0.47			1,085,113		3,644		0.68
Other borrowed funds		86,226		256		1.20			93,849		462		1.98				90,721		594		1.32			88,971		679		1.53
Total interest-bearing liabilities		1,396,192		1,854		0.54			1,087,474		2,449		0.91				1,423,089		3,717		0.53			1,174,084		4,323		0.74
Demand deposits		306,377			��				196,604								323,229							229,221
Other liabilities		18,582							16,082								17,775							16,277
Total non-interest-bearing liabilities		324,959							212,686								341,004							245,498
Stockholders’ equity		196,190							157,931
Total liabilities & stockholders’ equity		1,917,341							1,458,091
Stockholders' equity																	198,917							165,892
Total liabilities & stockholders' equity																	1,963,010							1,585,474
Net interest income				16,694							13,178								33,138							29,762
Net interest spread (5)						3.61	%						3.65	%							3.46	%						3.85	%
Net interest income as a percentage of average interest-earning assets						3.73	%						3.84	%							3.59	%						4.01	%
Ratio of interest-earning assets to interest-bearing liabilities						130	%						127	%							131	%						127	%

~~(1) Averages are based on daily averages.~~

~~(2) Includes loan origination and commitment fees.~~

~~(3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison usinga statutory federal income tax rate of 21%.~~

~~(4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.~~

~~(5) Interest rate spread represents the difference between the average rate earned on interest-earning assetsand the average rate paid on interest-bearing liabilities.~~

(1)	Averages are based on daily averages.

(2)	Includes loan origination and commitment fees.

(3)	Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 21%.

(4)	Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.

(5)	Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

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	Analysis of Average Balances and Interest Rates Three Months Ended
	June 30, 2021							June 30, 2020
(dollars in thousands)	Average Balance (1) $		Interest $		Average Rate %			Average Balance (1) $		Interest $		Average Rate %
ASSETS
Short-term investments:
Interest-bearing deposits at banks		121,319		28		0.09			28,182		5		0.07
Total short-term investments		121,319		28		0.09			28,182		5		0.07
Interest bearing time deposits at banks		13,016		83		2.59			14,385		92		2.57
Investment securities:
Taxable		249,444		1,047		1.68			183,044		1,193		2.61
Tax-exempt (3)		103,055		693		2.69			77,237		587		3.04
Total investment securities		352,499		1,740		1.97			260,281		1,780		2.74
Loans (2)(3)(4):
Residential mortgage loans		202,537		2,494		4.94			213,780		2,800		5.27
Construction		50,807		521		4.11			30,296		373		4.95
Commercial Loans		738,136		8,875		4.82			599,800		8,276		5.55
Agricultural Loans		351,660		3,763		4.29			356,166		4,012		4.53
Loans to state & political subdivisions		52,934		470		3.56			90,491		898		3.99
Other loans		25,567		335		5.26			13,572		223		6.91
Loans, net of discount		1,421,641		16,458		4.64			1,304,105		16,582		5.11
Total interest-earning assets		1,908,475		18,309		3.85			1,606,953		18,459		4.62
Cash and due from banks		6,757							9,319
Bank premises and equipment		17,371							17,584
Other assets		75,575							79,001
Total non-interest earning assets		99,703							105,904
Total assets		2,008,178							1,712,857
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW accounts		462,299		383		0.33			383,985		257		0.27
Savings accounts		289,328		85		0.12			240,116		107		0.18
Money market accounts		247,606		164		0.27			197,742		202		0.41
Certificates of deposit		355,292		893		1.01			354,759		1,091		1.24
Total interest-bearing deposits		1,354,525		1,525		0.45			1,176,602		1,657		0.57
Other borrowed funds		95,166		338		1.42			84,092		217		1.04
Total interest-bearing liabilities		1,449,691		1,863		0.52			1,260,694		1,874		0.60
Demand deposits		339,896							261,839
Other liabilities		16,977							16,471
Total non-interest-bearing liabilities		356,873							278,310
Stockholders' equity		201,614							173,853
Total liabilities & stockholders' equity		2,008,178							1,712,857
Net interest income				16,446							16,585
Net interest spread (5)						3.33	%						4.02	%
Net interest income as a percentage of average interest-earning assets						3.46	%						4.15	%
Ratio of interest-earning assets to interest-bearing liabilities						132	%						127	%

(1)	Averages are based on daily averages.

(2)	Includes loan origination and commitment fees.

(3)	Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 21%.

(4)	Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.

(5)	Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

Index

Tax exempt revenue is shown on a tax-equivalent basis (non-Gaap) for proper comparison using a federal statutory income tax rate of 21% for the three and six months ended ~~March 31,~~June 30, 2021 and 2020. For purposes of the comparison, as well as the discussion that follows, this presentation facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the Company’s Federal statutory rate during the corresponding period. The following table represents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the periods ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	For the Three Months Ended March 31,
	2021		2020		For the Three Months Ended June 30,				For the Six Months Ended June 30,
					2021		2020		2021		2020
Interest and dividend income from investment securities and interest bearing deposits at banks (non-tax adjusted)	$	1,601	$	1,701	$	1,705	$	1,753	$	3,306	$	3,454
Tax equivalent adjustment		145		104		146		124		290		227

Interest and dividend income from investment securities and interest bearing deposits at banks (tax equivalent basis)	$	1,746	$	1,805	$	1,851	$	1,877	$	3,596	$	3,681

Interest and fees on loans (non-tax adjusted)	$	16,694	$	13,638	$	16,370	$	16,407	$	33,064	$	30,045
Tax equivalent adjustment		108		184		88		175		195		359
Interest and fees on loans (tax equivalent basis)	$	16,802	$	13,822	$	16,458	$	16,582	$	33,259	$	30,404

Total interest income	$	18,295	$	15,339	$	18,075	$	18,160	$	36,370	$	33,499
Total interest expense		1,854		2,449		1,863		1,874		3,717		4,323
Net interest income		16,441		12,890		16,212		16,286		32,653		29,176
Total tax equivalent adjustment		253		288		234		299		485		586
Net interest income (tax equivalent basis)	$	16,694	$	13,178	$	16,446	$	16,585	$	33,138	$	29,762

The following table shows the tax-equivalent effect of changes in volume and rate on interest income and expense (in thousands):

										Three months ended June 30, 2021 vs 2020 (1)			Six months ended June 30, 2021 vs 2020 (1)
	Three months ended March 31, 2021 vs 2020 (1)									Change in Volume	Change in Rate	Total Change	Change in Volume	Change in Rate	Total Change
	Change in Volume			Change in Rate			Total Change			Change in Volume	Change in Rate	Total Change	Change in Volume	Change in Rate	Total Change
Interest Income:
Short-term investments:
Interest-bearing deposits at banks	$	17		$	(1	)	$	16		$ 21	$ 2	$ 23	$ 38	$ (1)	$ 37
Interest bearing time deposits at banks		(4	)		(1	)		(5	)	(9)	-	(9)	(12)	-	(12)
Investment securities:
Taxable		167			(433	)		(266	)	355	(501)	(146)	1,089	(1,501)	(412)
Tax-exempt		248			(52	)		196		162	(56)	106	411	(109)	302
Total investments		415			(485	)		(70	)	517	(557)	(40)	1,500	(1,610)	(110)
Loans:
Residential mortgage loans		(174	)		(116	)		(290	)	(136)	(170)	(306)	(314)	(282)	(596)
Construction		213			(26	)		187		197	(49)	148	410	(75)	335
Commercial Loans		3,736			(207	)		3,529		1,356	(757)	599	5,219	(1,090)	4,129
Agricultural Loans		(54	)		(228	)		(282	)	(40)	(209)	(249)	(94)	(437)	(531)
Loans to state & political subdivisions		(311	)		(30	)		(341	)	(339)	(89)	(428)	(653)	(116)	(769)
Other loans		208			(31	)		177		146	(34)	112	353	(66)	287
Total loans, net of discount		3,618			(638	)		2,980		1,184	(1,308)	(124)	4,921	(2,066)	2,855
Total Interest Income		4,046			(1,125	)		2,921		1,713	(1,863)	(150)	6,447	(3,677)	2,770
Interest Expense:
Interest-bearing deposits:
NOW accounts		204			(321	)		(117	)	58	68	126	41	(32)	9
Savings accounts		44			(139	)		(95	)	33	(55)	(22)	74	(190)	(116)
Money Market accounts		262			(479	)		(217	)	96	(134)	(38)	300	(556)	(256)
Certificates of deposit		112			(72	)		40		6	(204)	(198)	956	(1,114)	(158)
Total interest-bearing deposits		622			(1,011	)		(389	)	193	(325)	(132)	1,371	(1,892)	(521)
Other borrowed funds		(39	)		(167	)		(206	)	32	89	121	10	(95)	(85)
Total interest expense		583			(1,178	)		(595	)	225	(236)	(11)	1,381	(1,987)	(606)
Net interest income	$	3,463		$	53		$	3,516		$ 1,488	$ (1,627)	$ (139)	$ 5,066	$(1,690)	$ 3,376

~~(1)~~

(1)	The portion of the total change attributable to both volume and rate changes, which can not be separated, has been allocated proportionally to the change due to volume and the change due to rate prior to allocation.

3640

~~Table of Contents~~Index

Tax equivalent net interest income increased from ~~$13,178,000~~$29,762,000 for the ~~three~~six month period ended ~~March 31,~~June 30, 2020 to ~~$16,694,000~~$33,138,000 for the ~~three~~six month period ended ~~March 31,~~June 30, 2021, an increase of ~~$3,516,000.~~$3,376,000. The tax equivalent net interest margin decreased from ~~3.84%~~4.01% for the first ~~three~~six months of 2020 to ~~3.73%~~3.59% for the comparable period in 2021. The decrease is primarily caused by the decrease in the yield of interest-earning ~~assets.~~assets due to the low market interest rate environment in response to the pandemic.

Total tax equivalent interest income for the 2021 ~~three~~six month period increased ~~$2,921,000~~$2,770,000 as compared to the 2020 ~~three~~six month period. This increase was a result of an increase of ~~$4,046,000~~$6,447,000 due to a change in volume as average interest-bearing assets increased ~~$434.2~~$368.2 million. As a result of the low rate interest environment, the yield on average interest earning assets decreased 4160 basis point from ~~4.56%~~4.59% to ~~4.15%~~3.99% resulting in a decrease interest income of ~~$1,125,000.~~$3,677,000.

Tax equivalent investment income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 decreased ~~$70,000~~$110,000 over the same period last year. The primary cause of the decrease was a decrease in the yield on ~~taxable~~ investments of 8171 basis points.

The yield on taxable securities decreased 8188 basis points from ~~2.71%~~2.66% to ~~1.90%~~1.78% as a result of ~~calls of investments that were purchased at a discount in the first quarter of 2020 and~~ purchases made in a lower rate environment in ~~2020.~~both 2020 and 2021. This resulted in a decrease in investment income of ~~$433,000.~~$1,501,000. The average balance of taxable securities increased ~~$20.6~~$43.6 million due to purchases made as a result of substantial deposit growth, which resulted in an increase in investment income of $1,089,000.

The average balance of tax-exempt securities increased by $31.9 million, which resulted in an increase in investment income of ~~$167,000.~~

~~The average balance of tax-exempt securities increased by $37.9 million, which resulted in an increase in investment income of $248,000.~~$411,000. The yield on tax-exempt securities decreased 4138 basis points from ~~3.15%~~3.09% to ~~2.74%~~2.71%, which corresponds to a decrease in interest income of ~~$52,000.~~$109,000. The yield decrease was attributable to higher yielding securities being called and maturing and being replaced by securities that were purchased in a lower rate environment. For a discussion of the Company’s current investment strategy, see the “Financial Condition – Investments”.

Total loan interest income increased ~~$2,980,000~~$2,855,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period last year, as a result of the MidCoast acquisition that closed in the second quarter of 2020 and loan growth achieved in the second half of 2020 and the first half of 2021 that occurred primarily in our Delaware market.

Interest income on residential mortgage loans decreased ~~$290,000.~~$596,000. The average balance of residential mortgage loans decreased ~~$11.9~~$11.6 million due to refinancings in the secondary market resulting in a decrease of ~~$174,000~~$314,000 due to volume. The change due to rate was a decrease of ~~$116,000~~$282,000 as the average yield on residential mortgages decreased from ~~5.30%~~5.28% to ~~5.08%~~5.01% as a result of the lower rate environment due to the COVID-19 pandemic.

The average balance of construction loans increased $20.6 million as a result of projects in our central and south central Pennsylvania markets, as well as the Delaware market. This resulted in an increase of ~~$213,000~~$410,000 on total interest income due to volume.

Index

The average balance of commercial loans increased ~~$298.7~~$218.6 million from a year ago. The growth was primarily attributable to the MidCoast acquisition and growth in Delaware. This had a positive impact of ~~$3,736,000~~$5,219,000 on total interest income due to volume. The yield decreased 2149 basis points to ~~5.15%,~~4.98% due to the lower rate environment caused by the pandemic, which decreased loan interest income ~~$207,000.~~$1,090,000.

Interest income on agricultural loans decreased ~~$282,000~~$531,000 from 2020 to 2021. The decrease in the average balance of agricultural loans of ~~$1.6~~$3.1 million resulted in a decrease in interest income due to volume of ~~$54,000.~~$94,000. The yield on agricultural loans decreased 2625 basis points to ~~4.33%~~4.31%, which decreased loan interest income ~~$228,000.~~$437,000.

~~Table of Contents~~

The average balance of state and political subdivision loans decreased ~~$31.6~~$34.6 million from a year ago as a result of several pay-offs during 2020 and 2021. This resulted in a decrease of ~~$311,000~~$653,000 on total interest income due to volume.

The average balance of other loans increased ~~$17.1~~$14.6 million as a result of an increase in outstanding student loans. This resulted in an increase of ~~$208,000~~$353,000 on total interest income due to volume.

Total interest expense decreased ~~$595,000~~$606,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared with the comparative period last year ~~primarily~~ as a result of a decrease in the cost of interest-bearing liabilities. Interest expense decreased ~~$1,178,000~~$1,987,000 due to rate as a result of a decrease in the average rate paid on interest-bearing liabilities from ~~0.91%~~0.74% to ~~0.54%~~0.53%. The decrease was driven by the Federal Reserve interest rate cuts in the first quarter of 2020.

The average balance of interest bearing deposits increased ~~$316.3~~$247.3 million from ~~March 31,~~June 30, 2020 to ~~March 31,~~June 30, 2021. The primary cause of the increase was the MidCoast acquisition completed in the second quarter of 2020 and government stimulus funds in response to the pandemic. We experienced increases of ~~$90.1~~$84.3 million in NOW accounts, ~~$42.3~~$45.8 million in savings accounts, ~~$64.5~~$57.2 million in money market accounts and ~~$119.5~~$60.0 million in certificates of deposit. The cumulative effect of these volume changes was an increase in interest expense of ~~$622,000.~~$1,371,000. (see also “Financial Condition – Deposits”). The average rate paid on interest bearing deposits was ~~0.49%~~0.47% for the first ~~three~~six months of 2021 and ~~0.93%~~0.68% for the comparable period in 2020. This resulted in a decrease in interest expense of ~~$1,011,000.~~$1,892,000. The decrease was due to the Federal Reserve cutting interest rates during the first quarter of 2020.

The average balance of other borrowed funds ~~decreased $7.6~~increased $1.8 million from a year ~~ago.~~ago due to issuing $10.0 million of subordinated notes in the second quarter of 2021. This resulted in ~~a decrease~~an increase in interest expense of ~~$39,000.~~$10,000. There was a decrease in the average rate paid on other borrowed funds from ~~1.98%~~1.53% to ~~1.20%~~1.32% due to a decrease in rates as a result of Federal Reserve interest rate decreases in 2020 resulting in a decrease in interest expense of ~~$167,000.~~$95,000.

Tax equivalent net interest income for the three months ended June 30, 2021 was $16,446,000 which compares to $16,585,000 for the same period last year. This represents a decrease of $139,000 and was primarily caused by a decrease in yield on interest earning assets.

Total tax equivalent interest income was $18,309,000 for the three month period ended June 30, 2021, compared to $18,459,000 for the comparable period last year, a decrease of $150,000. The decrease was driven by the decrease in the yield on interest earning assets of 77 basis points. This corresponds to a decrease in interest income of $1,863,000. The second quarter of 2020 benefitted $600,000 from a loan pay-off, which corresponds to approximately 15 basis points of yield. Offsetting the decrease caused by yield was an increase of $1,713,000 due to volume as interest earning assets increased $301.5 million.

Total investment income decreased by $40,000 compared to same period last year. The primary cause of the decrease was the decrease in the yield on investments, which decreased 0.77% to 1.97%, which corresponds to a decrease of $557,000 in interest income. The decrease in yield is due to investments purchased in a low rate environment during the second half of 2020 and the first half of 2021. The average balance of investments increased $92.2 million due to purchases made as a result of deposit growth, which corresponds to an increase in investment income of $517,000.

Index

Total loan interest income decreased $124,000 compared to the same period last year, with the change due to a decrease in yield of 0.47% to 4.64%, which corresponds to a decrease of $1,308,000. A portion of this decrease was due to the $600,000 loan pay-off and the remaining decrease due to the low rate environment. As a result of the PPP program and growth primarily in Delaware, the average loan balance increased by $117.5 million, which corresponds to an increase in loan interest income of $1,184,000.

Total interest expense decreased $11,000 for the three months ended June 30, 2021 compared with last year as a result of the average rate on interest-bearing liabilities decreasing 8 basis points from 0.60% to 0.52%, which decreased interest expense $236,000.

The average balance of interest bearing deposits increased $177.9 million for the three month period ended June 30, 2021, as a result organic growth across all market areas that was driven by government stimulus, which corresponds to a change due to volume of $193,000. The rate paid on interest bearing deposits was 0.45% for the three months ended June 30, 2021 and 0.57% for the comparable period in 2020. This results in a decrease in interest expense of $325,000.

The average balance of other borrowed funds increased $11.1 million from a year ago due to the issuance of $10.0 million of subordinated notes. This resulted in an increase in interest expense of $32,000. There was an increase in the average rate on other borrowed funds from 1.04% to 1.42% as a result of issuing the subordinated notes at 4.0% resulting in an increase in interest expense of $89,000.

Provision for Loan Losses

For the ~~three~~six month period ended ~~March 31,~~June 30, 2021, we recorded a provision for loan losses of ~~$650,000,~~$1,150,000, which represents an increase of ~~$250,000~~$200,000 from the ~~$400,000~~$950,000 provision recorded in the corresponding ~~three~~six months of last year. The provision was higher in 2021 due to loans acquired as part of the MidCoast acquisition maturing and being refinanced with the Company and now subject to the Company’s allowance calculation. (see “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).

For the three months ended June 30, 2021, we recorded a provision of $500,000 compared to $550,000 in 2020 with the decrease being a result of the improved economic outlook compared to 2020 that was heavily impacted by the Covid 19 pandemic.

Non-interest Income

The following table shows the breakdown of non-interest income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in thousands):

	Three months ended March 31,					Change					Six months ended June 30,					Change
	2021		2020			Amount		%			2021		2020			Amount			%
Service charges	$	1,106	$	1,081		$	25		2.3		$	2,269	$	1,995		$	274			13.7
Trust		307		198			109		55.1			492		343			149			43.4
Brokerage and insurance		376		340			36		10.6			782		589			193			32.8
Gains on loans sold		503		167			336		201.2			814		427			387			90.6
Equity security gains (losses), net		187		(254	)		441		(173.6	)		216		(243	)		459			(188.9	)
Available for sale security gains, net		50		-			50	NA				50		117			(67	)		(57.3	)
Earnings on bank owned life insurance		1,315		156			1,159		742.9			1,478		334			1,144			342.5
Other		391		163			228		139.9			840		358			482			134.6
Total	$	4,235	$	1,851		$	2,384		128.8		$	6,941	$	3,920		$	3,021			77.1

	Three months ended June 30,				Change
	2021		2020		Amount			%
Service charges	$	1,163	$	914	$	249			27.2
Trust		185		145		40			27.6
Brokerage and insurance		406		249		157			63.1
Gains on loans sold		311		260		51			19.6
Equity security gains, net		29		11		18			163.6
Available for sale security gains, net		-		117		(117	)		(100.0	)
Earnings on bank owned life insurance		163		178		(15	)		(8.4	)
Other		449		195		254			130.3
Total	$	2,706	$	2,069	$	637			30.8

3843

~~Table of Contents~~Index

Non-interest income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 totaled ~~$4,235,000,~~$6,941,000, an increase of ~~$2,384,000~~$3,021,000 when compared to the same period in 2020. During the first ~~three~~six months of 2021, net equity security gains amounted to ~~$187,000~~$216,000 as a result of market gains associated with general stock market increases compared with a ~~$254,000~~$243,000 loss in the comparable 2020 period associated with the Covid-19 pandemic. During the first ~~three~~six months of 2021 and 2020, there were $50,000 and $117,000 of gains from the sale of available for sale securities. ~~There were no sales in the comparable period of 2020.~~ We sold $5.0 million of US treasury securities for a pre-tax gain of $50,000 in ~~2021.~~2021 and in 2020, we sold $5.5 million of US agency mortgage backed securities for a pre-tax gain of $117,000.

The increase in gains on loans sold is attributable to a ~~$13.3~~$20.3 million increase in loans sold for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as a result of the low rate environment, which has significantly increased residential refinancings. The increase in Trust revenues is due to higher estate settlement fees and asset levels in 2021 compared to 2020. The increase in other income is due to fees on offering ~~back to back~~back-to-back swaps to certain customers, which generated fee income of ~~$226,000~~$494,000 in 2021. The increase in earnings on bank owned life insurance is due to two former employees of the Company passing during the first quarter of 2021, which generated a death benefit payable to the Company of ~~$1,155,000~~$1,155,000. The increase in service charges is due to waiving of fees in the second quarter of 2020 in response to the pandemic.

For the three month period ended June 30, 2021, the changes experienced from the prior year related gains on loans sold, service charges and other income correspond to the changes experienced for the six month period.

Non-interest Expense

The following tables reflect the breakdown of non-interest expense for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in thousands):

	Three months ended March 31,				Change						Six months ended June 30,				Change
	2021		2020		Amount			%			2021		2020		Amount			%
Salaries and employee benefits	$	6,263	$	5,414	$	849			15.7		$	12,744	$	11,309	$	1,435			12.7
Occupancy		783		526		257			48.9			1,494		1,177		317			26.9
Furniture and equipment		143		131		12			9.2			284		320		(36	)		(11.3	)
Professional fees		448		325		123			37.8			843		763		80			10.5
FDIC insurance		129		71		58			81.7			258		206		52			25.2
Pennsylvania shares tax		339		275		64			23.3			517		534		(17	)		(3.2	)
Amortization of intangibles		49		50		(1	)		(2.0	)		98		105		(7	)		(6.7	)
Merger and acquisition		-		376		(376	)	NA				-		2,179		(2,179	)		(100.0	)
Software expenses		313		247		66			26.7			667		493		174			35.3
ORE expenses (recovery)		86		32		54			168.8
ORE expenses												253		191		62			32.5
Other		1,394		1,474		(80	)		(5.4	)		3,109		3,057		52			1.7
Total	$	9,947	$	8,921	$	1,026			11.5		$	20,267	$	20,334	$	(67	)		(0.3	)

	Three months ended June 30,				Change
	2021		2020		Amount			%
Salaries and employee benefits	$	6,481	$	5,895	$	586			9.9
Occupancy		711		651		60			9.2
Furniture and equipment		141		189		(48	)		(25.4	)
Professional fees		395		438		(43	)		(9.8	)
FDIC insurance		129		135		(6	)		(4.4	)
Pennsylvania shares tax		178		259		(81	)		(31.3	)
Amortization of intangibles		49		55		(6	)		(10.9	)
Merger and acquisition		-		1,803		(1,803	)		(100.0	)
Software expenses		354		246		108			43.9
ORE expenses (recovery)		167		159		8			5.0
Other		1,715		1,583		132			8.3
Total	$	10,320	$	11,413	$	(1,093	)		(9.6	)

Index

Non-interest expenses ~~increased $1,026,000~~decreased $67,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. Salaries and employee benefits increased ~~$849,000~~$1,435,000 or ~~15.7%~~12.7%. The increase was due to merit increases effective at the beginning of 2021, additional headcount as part of the MidCoast acquisition and servicing the Delaware market and increased profit sharing expenses due to increased profitability of the Company.

The increase in occupancy expenses is due to the additional branches acquired as part of the MidCoast acquisition. The decrease in merger and acquisition costs was due to costs associated with the MidCoast acquisition that closed in April 2020. The increase in FDIC insurance was due to final credit received from the FDIC in the first quarter of 2020 as the Deposit Insurance Fund reserve ratio exceeded 1.38%.

For the three months ended, June 30, 2021, non-interest expenses decreased $1,093,000 when compared to the same period in 2020. The decrease was due to the absence of acquisition merger fees associated with the Midcoast merger that closed in the second quarter of 2020.

Provision for Income Taxes

The provision for income taxes was ~~$1,616,000~~$3,067,000 for the ~~three~~six month period ended ~~March 31,~~June 30, 2021 compared to ~~$889,000~~$1,943,000 for the same period in 2020. The increase is primarily attributable to the increase in income before the provision for income taxes of ~~$4,659,000~~$6,365,000 for the comparable periods. Through management of our municipal loan and bond portfolios, management is focused on minimizing our effective tax rate. Our effective tax rate was ~~16.0%~~16.9% and ~~16.4%~~16.5% for the first ~~three~~six months of 2021 and 2020, respectively, compared to the statutory rate of 21%.

For the three months ended June 30, 2021, the provision for income taxes was $1,451,000 compared to $1,054,000 for the same period in 2020. The ~~decrease~~increase is attributable to the increase in income before the provision for income taxes of $1,706,000 for the comparable periods. Our effective tax rate ~~is due to life insurance earnings being exempt from federal income taxes.~~was 17.9% and 16.5% for the three months ended June 30, 2021 and 2020, respectively.

~~Table of Contents~~

We are invested in four limited partnerships that have established low-income housing projects in our market areas. We anticipate recognizing an aggregate of ~~$247,000~~$211,000 of tax credits over the next ~~1.75~~1.55 years, with an additional ~~$106,000~~$70,000 anticipated to be recognized during 2021.

Financial Condition

Total assets were $2.00 billion at ~~March 31,~~June 30, 2021, an increase of ~~$103.9~~$111.6 million from $1.89 billion at December 31, 2020, due primarily to deposit growth fueled by government stimulus payments in response to the COVID-19 pandemic. Cash and cash equivalents increased ~~$82.1~~$39.5 million to ~~$150.8~~$108.2 million. Available for sale securities increased ~~$26.8~~$73.8 million and net loans ~~decreased $1.6~~increased $8.7 million to ~~$1.39~~$1.40 billion at ~~March 31~~June 30, 2021. Total deposits increased ~~$98.6~~$93.5 million to ~~$1.69~~$1.68 billion since year-end 2020, while borrowed funds decreased ~~$2.7~~$9.0 million to ~~$86.2 million.~~$97.8 million as a result of issuing $10.0 million of subordinated debt during 2021.

Index

Cash and Cash Equivalents

Cash and cash equivalents totaled ~~$150.8~~$108.2 million at ~~March 31,~~June 30, 2021 compared to $68.7 million at December 31, 2020, an increase of ~~$82.1~~$39.5 million. The increase was attributable to deposit growth as customers continue to receive government stimulus funds payments. Management actively measures and evaluates ~~its~~the Company’s liquidity position through our Asset–Liability Committee and believes ~~its~~the Company’s liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources including the Bank’s core deposits, Federal Home Loan Bank financing, federal funds lines with correspondent banks, brokered certificates of deposit and the portion of the investment and loan portfolios that mature within one year. Management expects that these sources of funds will permit us to meet cash obligations and off-balance sheet commitments as they come due.

Investments

The following table shows the composition of the investment portfolio (including debt and equity securities) as of ~~March 31,~~June 30, 2021 and December 31, 2020 (dollars in thousands):

	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
	Amount		%		Amount		%		Amount		%		Amount		%
Debt securities:
U. S. Agency securities	$	79,709		24.6	$	81,416		27.4	$	84,511		22.8	$	81,416		27.4
U. S. Treasury notes		40,362		12.5		28,043		9.4		69,685		18.8		28,043		9.4
Obligations of state & political subdivisions		102,345		31.6		102,972		34.7		109,155		29.4		102,972		34.7
Corporate obligations		6,983		2.1		6,509		2.2		10,955		3.0		6,509		2.2
Mortgage-backed securities in government sponsored entities		92,568		28.5		76,249		25.7		94,696		25.4		76,249		25.7
Equity securities		2,118		0.7		1,931		0.6		2,148		0.6		1,931		0.6
Total	$	324,085		100.0	$	297,120		100.0	$	371,150		100.0	$	297,120		100.0

	March 31, 2021/ December 31, 2020 Change						June 30, 2021/ December 31, 2020 Change
	Amount			%			Amount		%
Debt securities:
U. S. Agency securities	$	(1,707	)		(2.1	)	$	3,095		3.8
U. S. Treasury notes		12,319			43.9			41,642		148.5
Obligations of state & political subdivisions		(627	)		(0.6	)		6,183		6.0
Corporate obligations		474			7.3			4,446		68.3
Mortgage-backed securities in government sponsored entities		16,319			21.4			18,447		24.2
Equity securities		187			9.7			217		11.2
Total	$	26,965			9.1		$	74,030		24.9

~~Table of Contents~~

Our investment portfolio increased by ~~$27.0~~$74.0 million, or ~~9.1%~~24.9%, from December 31, 2020 to ~~March 31,~~June 30, 2021. During 2021, we purchased ~~$6.1~~$13.1 million of U.S. agency obligations, ~~$17.5~~$47.0 million of U.S. treasury securities, ~~$4.0~~$12.0 million state and political securities, ~~$26.1~~$34.4 million of mortgage backed securities and ~~$500,000~~$4.5 million of corporate securities, which was offset by ~~$8.3~~$15.6 million of principal repayments and ~~$9.5~~$13.8 million of calls and maturities that occurred during the first ~~three~~six months of 2021. We sold $5.0 million of treasury securities to recognize a gain and to redeploy funds into higher yielding investments. As a result of changes in market interest rates, the unrealized gain on available for sale investment portfolio decreased ~~$4.1~~$2.7 million. Excluding our short-term investments consisting of monies held primarily at the Federal Reserve for liquidity purposes, our investment portfolio for the ~~three~~six month period ended ~~March 31,~~June 30, 2021 yielded ~~2.18%~~2.07%, compared to ~~2.82%~~2.78% in the comparable period in 2020, on a tax equivalent basis.

Index

The investment strategy for 2021 has been to utilize cashflows from the investment portfolio and deposit inflows to purchase U.S. treasury securities, mortgage backed securities in government sponsored entities and obligations of state and political securities. The increase in the investment portfolio was in response to the deposit inflows that occurred in the first ~~quarter~~half of 2021. We continually monitor interest rate trading ranges and seek to time investment security purchases when rates are in the top third of the trading range. The Bank believes its investment strategy has appropriately mitigated its interest rate risk exposure for various rate environments, while providing sufficient cashflows to meet liquidity needs.

Management continues to monitor the earnings performance and the liquidity of the investment portfolio on a regular basis. Through active balance sheet management and analysis of the investment portfolio, the Company believes it maintains sufficient liquidity to satisfy depositor withdrawal requirements and various credit needs of its customers.

Loans Held for Sale

Loans held for sale decreased ~~$4.7~~$9.4 million to ~~$9.9~~$5.3 million as of ~~March 31,~~June 30, 2021 from December 31, 2020. The decrease in loans held for sale was due to a decrease in the amount of refinancings occurring due to ~~the low rate environment.~~a slight increase in market interest rates.

Loans

The following table shows the composition of the loan portfolio as of ~~March 31,~~June 30, 2021 and December 31, 2020 (dollars in thousands):

	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
	Amount		%		Amount		%		Amount		%		Amount		%
Real estate:
Residential	$	203,273		14.5	$	201,911		14.4	$	202,171		14.3	$	201,911		14.4
Commercial		605,547		43.1		596,255		42.4		641,633		45.3		596,255		42.4
Agricultural		315,313		22.5		315,158		22.4		310,274		21.9		315,158		22.4
Construction		42,651		3.0		35,404		2.5		63,065		4.5		35,404		2.5
Consumer		26,181		1.9		30,277		2.2		8,684		0.6		30,277		2.2
Other commercial loans		109,168		7.8		114,169		8.1		104,349		7.4		114,169		8.1
Other agricultural loans		41,378		2.9		48,779		3.5		33,720		2.4		48,779		3.5
State & political subdivision loans		60,890		4.3		63,328		4.5		51,213		3.6		63,328		4.5
Total loans		1,404,401		100.0		1,405,281		100.0		1,415,109		100.0		1,405,281		100.0
Less allowance for loan losses		16,560				15,815				16,931				15,815
Net loans	$	1,387,841			$	1,389,466			$	1,398,178			$	1,389,466

							June 30, 2021/
							December 31, 2020
	March 31, 2021/ December 31, 2020 Change						Change
	Amount			%			Amount			%
Real estate:
Residential	$	1,362			0.7		$	260			0.1
Commercial		9,292			1.6			45,378			7.6
Agricultural		155			0.0			(4,884	)		(1.5	)
Construction		7,247			20.5			27,661			78.1
Consumer		(4,096	)		(13.5	)		(21,593	)		(71.3	)
Other commercial loans		(5,001	)		(4.4	)		(9,820	)		(8.6	)
Other agricultural loans		(7,401	)		(15.2	)		(15,059	)		(30.9	)
State & political subdivision loans		(2,438	)		(3.8	)		(12,115	)		(19.1	)
Total loans	$	(880	)		(0.1	)	$	9,828			0.7

~~Table of Contents~~Index

The Bank’s lending efforts have historically been focused in north central Pennsylvania and southern New York. With the acquisition of FNB and the opening of offices in Lancaster County, this focus has grown to include Lebanon, Schuylkill, Berks and Lancaster County markets of south central, Pennsylvania. We have a limited branch office in Union County that is staffed by a lending team to primarily support agricultural opportunities in central Pennsylvania. In December 2017, we completed a branch acquisition in State College, which provides us with opportunities in Centre County, Pennsylvania and other areas of central Pennsylvania. In April 2020, we completed the MidCoast acquisition, which expanded our markets into the State of Delaware with activity centered around the cities of Wilmington and Dover, Delaware. In November of 2020, we opened a branch in Kennett Square, Pennsylvania, to further serve customers obtained as part of the MidCoast acquisition, as well as to expand operations into Chester County, Pennsylvania. We originate loans primarily through direct loans to our existing customer base, with new customers generated through the strong relationships our lending teams have with their customers and our lenders expertise in certain areas, as well as by referrals from real estate brokers, building contractors, attorneys, accountants, corporate and advisory board members, existing customers and the Bank’s website. The Bank offers a variety of loans although historically most of our lending has focused on real estate loans including residential, commercial, agricultural, and construction loans. All lending is governed by a lending policy that is developed and administered by management and approved by the Board of Directors. As of ~~March 31,~~June 30, 2021, the Company had one industry specific loan concentration to the dairy industry, totaling ~~$135.5~~$134.6 million or ~~9.7%~~9.5% of total loans compared to $139.1 million or 9.9% of total loans at December 31, 2020.

During the first ~~three~~six months of 2021, the primary driver of growth was the Delaware markets, which saw significant activity in commercial real estate loan and construction loan activity. The decrease in consumer loans is due to a decrease in student loans, which ~~is expected~~we expect to ~~pick up over~~recover in the ~~remainder~~second half of 2021. Other agricultural loans decreased ~~$7.4~~$15.1 million primarily due to paydowns on lines of credit. The decrease in state and political loans of ~~$2.4~~$12.1 million is due to pricing in the municipal bond market, which was less attractive to the borrowers during the first ~~quarter~~six months of 2021 and is expected to pose significant challenges in the second ~~quarter~~half of 2021 as well. The decrease in other commercial loans is due to the PPP program. Loans issued as part of the PPP program ~~total $28.3~~totaled $27.1 million as of ~~March 31,~~June 30, 2021 compared to $37.2 million as of December 31, 2020 for a change of ~~$8.9~~$10.1 million. Commercial and agricultural loan demand is subject to significant competitive pressures, the yield curve, and overall national, regional and local economic conditions.

While the Bank lends to companies that service ~~the exploration~~companies that explore for natural gas in our market area, the Bank has not originated any loans to companies performing the actual drilling and exploration activities. Loans made by the Bank are to service industry customers which include trucking companies, stone quarries and other support businesses, favoring customers that had a relationship with the Bank prior to supporting the exploration for natural gas. We also have originated loans to businesses and individuals for restaurants, hotels and apartment rentals that have been developed and expanded to meet the housing and living needs of the gas industry workers. Due to our understanding of the industry and its cyclical nature, the loans made for natural gas-related activities have been originated in accordance with specific policies and procedures for lending to these entities, which include more stringent loan to value thresholds, shortened amortization periods, and expansion of our monitoring of loan concentrations associated with this activity.

4248

~~Table of Contents~~Index

Residential real estate loans increased slightly during the first three months of 2021. Loan demand for conforming mortgages, which the Company typically sells on the secondary market, remained high during the first ~~quarter~~half of 2021 as a result of the low rate environment. For loans sold on the secondary market, the Company recognizes fee income for servicing these sold loans, which is included in non-interest income.

In response to the Covid-19 pandemic, the Company has implemented programs to assist our customers. These include allowing customers to make interest only payments for up to 60 days and allowing certain customers in specific industries like hospitality to defer both principal and interest payments for up to 120 days. Customers are eligible to request additional modifications.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which in management’s judgment is adequate to absorb probable future loan losses inherent in the loan portfolio at the balance sheet date. The provision for loan losses is charged against current income. Loans deemed not collectable are charged-off against the allowance while subsequent recoveries increase the allowance. The following table presents an analysis of the allowance for loan losses and non-performing loans and assets as of and for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and for the years ended December 31, 2020, 2019, 2018 and 2017 ~~dollars~~(dollars in thousands):

	March 31,			December 31,												June 30,			December 31,
	2021			2020			2019			2018			2017			2021			2020			2019			2018			2017
Balance at beginning of period	$	15,815		$	13,845		$	12,884		$	11,190		$	8,886
Balance
at beginning of period																$	15,815		$	13,845		$	12,884		$	11,190		$	8,886
Charge-offs:
Real estate:
Residential		-			-			32			118			107			-			-			32			118			107
Commercial		-			435			578			66			41			-			435			578			66			41
Agricultural		-			4			-			-			30			-			4			-			-			30
Consumer		4			50			49			40			130			9			50			49			40			130
Other commercial loans		-			44			38			91			-			133			44			38			91			-
Other agricultural loans		-			-			60			50			5			-			-			60			50			5
Total loans charged-off		4			533			757			365			313			142			533			757			365			313
Recoveries:
Real estate:
Residential		-			14			-			69			-			-			14			-			69			-
Commercial		89			37			-			3			11			89			37			-			3			11
Agricultural		-			19			-			-			-			-			19			-			-			-
Consumer		6			21			33			31			49			12			21			33			31			49
Other commercial loans		4			12			10			30			16			7			12			10			30			16
Other agricultural loans		-			-			-			1			1			-			-			-			1			1
Total loans recovered		99			103			43			134			77			108			103			43			134			77

Net loans (recovered) charged-off		(95	)		430			714			231			236
Net loans charged-off																	34			430			714			231			236
Provision charged to expense		650			2,400			1,675			1,925			2,540			1,150			2,400			1,675			1,925			2,540
Balance at end of year	$	16,560		$	15,815		$	13,845		$	12,884		$	11,190		$	16,931		$	15,815		$	13,845		$	12,884		$	11,190

Loans outstanding at end of period	$	1,404,401		$	1,405,281		$	1,115,569		$	1,081,883		$	1,000,525		$	1,415,109		$	1,405,281		$	1,115,569		$	1,081,883		$	1,000,525
Average loans outstanding, net	$	1,403,841		$	1,291,838		$	1,102,565		$	1,044,250		$	883,355		$	1,412,782		$	1,291,838		$	1,102,565		$	1,044,250		$	883,355
Non-performing assets:
Non-accruing loans	$	10,680		$	10,732		$	11,536		$	13,724		$	10,171		$	9,082		$	10,732		$	11,536		$	13,724		$	10,171
Accrual loans - 90 days or more past due		478			525			487			68			555			49			525			487			68			555
Total non-performing loans	$	11,158		$	11,257		$	12,023		$	13,792		$	10,726		$	9,131		$	11,257		$	12,023		$	13,792		$	10,726
Foreclosed assets held for sale		1,720			1,836			3,404			601			1,119			1,811			1,836			3,404			601			1,119
Total non-performing assets	$	12,878		$	13,093		$	15,427		$	14,393		$	11,845		$	10,942		$	13,093		$	15,427		$	14,393		$	11,845

Annualized net (recoveries) charge-offs to average loans		(0.03	)%		0.03	%		0.06	%		0.02	%		0.03	%		0.00	%		0.03	%		0.06	%		0.02	%		0.03	%
Allowance to total loans		1.18	%		1.13	%		1.24	%		1.19	%		1.12	%		1.20	%		1.13	%		1.24	%		1.19	%		1.12	%
Allowance to total non-performing loans		148.41	%		140.49	%		115.15	%		93.42	%		104.33	%		185.42	%		140.49	%		115.15	%		93.42	%		104.33	%
Non-performing loans as a percent of loans net of unearned income		0.79	%		0.80	%		1.08	%		1.27	%		1.07	%		0.65	%		0.80	%		1.08	%		1.27	%		1.07	%
Non-performing assets as a percent of loans net of unearned income		0.92	%		0.93	%		1.38	%		1.33	%		1.18	%		0.77	%		0.93	%		1.38	%		1.33	%		1.18	%

4349

~~Table of Contents~~Index

Management believes that it uses the best information available when establishing the allowance for loan losses and that the allowance for loan losses is adequate as of ~~March 31,~~June 30, 2021. However, future adjustments could be required if circumstances differ substantially from assumptions and estimates used in making the initial determination. A prolonged downturn in the economy, high unemployment rates, significant changes in the value of collateral and delays in receiving financial information from borrowers could result in increased levels of non-performing assets, charge-offs, loan loss provisions and reduction in income. Additionally, bank regulatory agencies periodically examine the Bank’s allowance for loan losses. The banking agencies could require the recognition of additions to the allowance for loan losses based upon their judgment of information available to them at the time of their examination.

On a monthly basis, problem loans are identified and updated primarily using internally prepared past due reports. Based on data surrounding the collection process of each identified loan, the loan may be added or deleted from the monthly watch list. The watch list includes loans graded special mention, substandard, doubtful, and loss, as well as additional loans that management may choose to include. Watch list loans are continually monitored going forward until satisfactory conditions exist that allow management to upgrade and remove the loan. In certain cases, loans may be placed on non-accrual status or charged-off based upon management’s evaluation of the borrower’s ability to pay. All commercial loans, which include commercial real estate, agricultural real estate, state and political subdivision loans and other commercial and agricultural loans, on non-accrual are evaluated quarterly for impairment.

The allowance for loan losses was ~~$16,560,000~~$16,931,000 or ~~1.18%~~1.20% of total loans as of ~~March 31,~~June 30, 2021, as compared to $15,815,000 or 1.13% of loans as of December 31, 2020. The ~~$745,000~~$1,116,000 increase in the allowance during the first ~~three~~six months of 2021 is the result of a ~~$650,000~~$1,150,000 provision and net ~~recoveries~~charge-offs of ~~$95,000.~~$34,000. The following table shows the distribution of the allowance for loan losses and the percentage of loans compared to total loans by loan category as of ~~March 31,~~June 30, 2021 and December 31, 2020, 2019, 2018 and 2017 (dollars in thousands):

	March 31,				December 31
	2021				2020				2019				2018				2017				June 30,				December 31
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%		2021 Amount		%		2020 Amount		%		2019 Amount		%		2018 Amount		%		2017 Amount		%
Real estate loans:
Residential	$	1,167		14.5	$	1,174		14.4	$	1,114		19.4	$	1,105		19.9	$	1,049		21.4	$	1,174		14.3	$	1,174		14.4	$	1,114		19.4	$	1,105		19.9	$	1,049		21.4
Commercial		6,683		43.1		6,216		42.4		4,549		30.7		4,115		29.5		3,867		30.8		7,106		45.3		6,216		42.4		4,549		30.7		4,115		29.5		3,867		30.8
Agricultural		4,917		22.5		4,953		22.4		5,022		27.9		4,264		26.3		3,143		24.0		4,706		21.9		4,953		22.4		5,022		27.9		4,264		26.3		3,143		24.0
Construction		151		3.0		122		2.5		43		1.4		58		3.1		23		1.3		496		4.5		122		2.5		43		1.4		58		3.1		23		1.3
Consumer		237		1.9		321		2.2		112		0.9		120		0.9		124		1.0		85		0.6		321		2.2		112		0.9		120		0.9		124		1.0
Other commercial loans		1,504		7.8		1,226		8.1		1,255		6.3		1,354		6.9		1,272		7.2		1,328		7.4		1,226		8.1		1,255		6.3		1,354		6.9		1,272		7.2
Other agricultural loans		789		2.9		864		3.5		961		4.9		752		3.9		492		3.8		583		2.4		864		3.5		961		4.9		752		3.9		492		3.8
State & political subdivision loans		470		4.3		479		4.5		536		8.5		762		9.5		816		10.5		404		3.6		479		4.5		536		8.5		762		9.5		816		10.5
Unallocated		642		N/A		460		N/A		253		N/A		354		N/A		404		N/A		1,049		N/A		460		N/A		253		N/A		354		N/A		404		N/A
Total allowance for loan losses	$	16,560		100.0	$	15,815		100.0	$	13,845		100.0	$	12,884		100.0	$	11,190		100.0	$	16,931		100.0	$	15,815		100.0	$	13,845		100.0	$	12,884		100.0	$	11,190		100.0

4450

~~Table of Contents~~Index

As a result of previous loss experiences and other risk factors utilized in determining the allowance, the Bank’s allocation of the allowance does not directly correspond to the actual balances of the loan portfolio. While commercial and agricultural real estate totaled ~~65.6%~~67.2% of the loan portfolio ~~as of March 31,~~at June 30, 2021, ~~70.05%~~69.8% of the allowance at that date was assigned to this segment of the loan portfolio as these loans have more inherent credit risk than residential real estate or loans to state and political subdivisions.

The following table identifies amounts of loans contractually past due 30 to 89 days and non-performing loans by loan category, as well as the change from December 31, 2020 to ~~March 31,~~June 30, 2021 in non-performing loans ~~(dollars in~~(in thousands). Non-performing loans include accruing loans that are contractually past due 90 days or more and non-accrual loans. Interest does not accrue on non-accrual loans. Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon ~~management’s~~management's assessment of its ultimate ability to collect principal and interest.

	March 31, 2021								December 31, 2020								June 30, 2021								December 31, 2020
			Non-Performing Loans								Non-Performing Loans								Non-Performing Loans								Non-Performing Loans
(in thousands)	30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing		30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing		30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing		30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing
Real estate:
Residential	$	377	$	251	$	794	$	1,045	$	1,351	$	275	$	812	$	1,087	$	536	$	39	$	561	$	600	$	1,351	$	275	$	812	$	1,087
Commercial		665		-		4,853		4,853		1,247		70		4,529		4,599		750		10		3,699		3,709		1,247		70		4,529		4,599
Agricultural		44		150		3,064		3,214		366		150		3,133		3,283		43		-		3,039		3,039		366		150		3,133		3,283
Construction		-		-		-		-		-		-		-		-
Consumer		153		27		-		27		155		30		-		30		162		-		-		-		155		30		-		30
Other commercial loans		919		50		1,050		1,100		930		-		1,284		1,284		-		-		884		884		930		-		1,284		1,284
Other agricultural loans		224		-		919		919		71		-		974		974		4		-		899		899		71		-		974		974
Total nonperforming loans	$	2,382	$	478	$	10,680	$	11,158	$	4,120	$	525	$	10,732	$	11,257	$	1,495	$	49	$	9,082	$	9,131	$	4,120	$	525	$	10,732	$	11,257

	Change in Non-Performing Loans
	March 31, 2021 /December 31, 2020						Change in Non-Performing Loans June 30, 2021 /December 31, 2020
(in thousands)	Amount			%			Amount			%
Real estate:
Residential	$	(42	)		(3.9	)	$	(487	)		(44.8	)
Commercial		254			5.5			(890	)		(19.4	)
Agricultural		(69	)		(2.1	)		(244	)		(7.4	)
Construction		-		NA
Consumer		(3	)		(10.0	)		(30	)		(100.0	)
Other commercial loans		(184	)		(14.3	)		(400	)		(31.2	)
Other agricultural loans		(55	)		(5.6	)		(75	)		(7.7	)
Total nonperforming loans	$	(99	)		(0.9	)	$	(2,126	)		(18.9	)

4551

~~Table of Contents~~Index

For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recorded a provision for loan losses of ~~$650,000.~~$1,150,000. Non-performing loans decreased ~~$99,000~~$2,126,000 or ~~0.9%~~18.9%, from December 31, 2020 to ~~March 31,~~June 30, 2021, primarily due to a commercial customer and an agricultural real estate customer making payments on their loans. Approximately ~~50.5%~~62.0% of the Bank’s non-performing loans at ~~March 31,~~June 30, 2021 are associated with the following three customer relationships:

A commercial loan relationship with ~~$2.0~~$2.1 million outstanding, and additional letters of credit of $2.1 million available, secured by undeveloped land, stone quarries and equipment, was on non-accrual status as of ~~March 31,~~June 30, 2021. The slowdown in the exploration for natural gas has significantly impacted the cash flows of the customer, who provides excavation services and stone for pad construction related to these activities. During 2019, the Company had the underlying equipment collateral appraised. The 2019 appraisal indicated a decrease in collateral values compared to the appraisal ordered for the loan origination and an appraisal performed in 2017, however, the loan was still considered well secured on a loan to value basis at ~~March 31,~~June 30, 2021. In the fourth quarter of 2020, a forbearance agreement was signed with this ~~customer, which the customer remains in compliance with as of March 31, 2021.~~customer. Management determined that no specific reserve was required as of ~~March 31,~~June 30, 2021.

An agricultural loan customer with a total loan relationship of $2.4 million, secured by real estate, equipment and cattle, was on non-accrual status as of ~~March 31,~~June 30, 2021. The customer declared bankruptcy during the fourth quarter of 2018 and developed a workout plan that was approved in the fourth quarter of 2019 and resulted in monthly payments resuming in late 2019 that continued in 2020 and 2021. Included within these loans to this customer are $911,000 of loans which are subject to Farm Service Agency guarantees. Depressed milk prices and the pandemic have created cash flow difficulties for this customer. Absent a sizable and sustained increase in milk prices, which is not assured, we will need to rely upon the collateral for repayment of interest and principal. During 2020, the Company had the underlying collateral appraised. As of ~~March 31,~~June 30, 2021, there was a specific reserve of ~~$131,000~~$106,000 for this ~~relationship.~~relationship based on the updated appraisals.

An agricultural loan customer with a total loan relationship of $1.2 million, secured by real estate was on non-accrual status as of ~~March 31,~~June 30, 2021. The COVID-19 pandemic has escalated the cash flow difficulties this customer ~~was~~is experiencing. We expect that we will need to rely upon the sale of the collateral for repayment of interest and principal. Management reviewed the collateral and determined that no specific reserve was required as of ~~March 31,~~June 30, 2021.

Management of the Company believes that the allowance for loan losses as of ~~March 31,~~June 30, 2021 iswas adequate at that date, which is based on the following factors:

~~The three loan relationships described above comprised 50.5% of the non-performing loan balance, which had approximately $131,000 of specific reserves, as of March 31, 2021.~~

•

The three loan relationships described above comprised 62.0% of the non-performing loan balance, which had approximately $106,000 of specific reserves, as of June 30, 2021.

The Company has a history of low charge-offs, and has a net recovery for the first three months of 2021. Net (recoveries) charge-offs for the first three months of 2021 were (0.03) % and were 0.03% for all of 2020.

•

The Company has a history of low charge-offs, and has net charge-offs for the first six months of 2021 of $34,000. Net (recoveries) charge-offs for the first six months of 2021 were 0.00% and were 0.03% for all of 2020 as a percent of average loans.

Bank Owned Life Insurance

The Company holds bank owned life insurance policies to offset future employee benefit costs. These policies provide the Bank with an asset that generates earnings to partially offset the current costs of benefits, and eventually (at the death of the insureds) provide partial recovery of cash outflows associated with the benefits. As of ~~March 31,~~June 30, 2021, and December 31, 2020, the cash surrender value of the life insurance was ~~$30.2~~$30.4 million and $32.6 million, respectively. The change in cash surrender value, net of purchases and amounts acquired through acquisitions, is recognized in the results of operations. The amounts recorded as non-interest income totaled ~~$1,315,000~~$163,000 and ~~$156,000~~$178,000 for the three month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, $1,478,000 and $334,000, respectively, was recorded in non-interest income. During the first quarter of 2021, the Company received proceeds of $3,714,000, which included death benefits of $1,155,000 on two former employees of the Company. The Company evaluates annually the risks associated with the life insurance policies, including limits on the amount of coverage and an evaluation of the various carriers’ credit ratings.

4652

~~Table of Contents~~Index

The Company ~~agreements~~policies that were purchased directly from insurance companies are structured so that any death benefits received from a policy while the insured person is an active employee of the Bank will be split with the beneficiary of the policy. Under these agreements, the employee’s beneficiary will be entitled to receive 50% of the net amount at risk from the proceeds. The net amount at risk is the total death benefit payable less the cash surrender value of the policy as of the date of death. The policies acquired as part of the acquisition of FNB provide a fixed split-dollar benefit for the beneficiary’s estate, which is dependent on several factors including whether the covered individual was a former Director of First National Bank of Fredericksburg (“FNB”) or a former employee of FNB and their salary level. As of ~~March 31,~~June 30, 2021, and December 31, 2020, included in other liabilities on the Consolidated Balance Sheet was a liability of ~~$689,000~~$692,000 and $687,000, respectively, for the obligation under the split-dollar benefit agreements.

Premises and Equipment

Premises and equipment increased ~~$502,000~~$295,000 to ~~$17.5~~$17.2 million as of ~~March 31,~~June 30, 2021 from December 31, 2020 as a result of a building ~~purchase.~~purchase that will be utilized to house back office personnel.

Deposits

The following table shows the composition of deposits as of ~~March 31,~~June 30, 2021 and December 31, 2020 (dollars in thousands):

	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
	Amount		%		Amount		%		Amount		%		Amount		%
Non-interest-bearing deposits	$	336,438		19.9	$	303,762		19.1	$	339,414		20.2	$	303,762		19.1
NOW accounts		442,338		26.2		422,083		26.6		456,828		27.1		422,083		26.6
Savings deposits		283,594		16.8		255,853		16.1		294,596		17.5		255,853		16.1
Money market deposit accounts		252,335		15.0		225,968		14.2		251,977		15.0		225,968		14.2
Certificates of deposit		372,765		22.1		381,192		24.0		339,572		20.2		381,192		24.0
Total	$	1,687,470		100.0	$	1,588,858		100.0	$	1,682,387		100.0	$	1,588,858		100.0

	March 31, 2021/ December 31, 2020 Change						June 30, 2021/ December 31, 2020 Change
	Amount			%			Amount			%
Non-interest-bearing deposits	$	32,676			10.8		$	35,652			11.7
NOW accounts		20,255			4.8			34,745			8.2
Savings deposits		27,741			10.8			38,743			15.1
Money market deposit accounts		26,367			11.7			26,009			11.5
Certificates of deposit		(8,427	)		(2.2	)		(41,620	)		(10.9	)
Total	$	98,612			6.2		$	93,529			5.9

Deposits increased ~~$98.6~~$93.5 million since December 31, 2020. The driver of the increase was government stimulus funds in response to the COVID 19 pandemic, which includes PPP loan proceeds deposited into a non-interest bearing deposit account at the Bank. We continue to enhance our cash management services to improve our customer services and to grow deposits through our current customers. Brokered certificates of deposit decreased $23.8 million as maturing certificates were not replaced in 2021.

Index

Borrowed Funds

Borrowed funds were ~~$86.2~~$97.8 million and $88.8 million as of ~~December 31,~~June 30, 2021 and December 31, 2020, respectively. The ~~decrease~~increase in borrowed funds was due to issuing $10.0 million of subordinated notes in the second quarter of 2021 and an increase in repurchase agreements of $1.1 million offset by the maturity of a $2.0 million long-term ~~advance and $667,000 decrease in repurchase agreements.~~advance. As of ~~March 31,~~June 30, 2021, long-term advances total ~~$47.0~~$56.9 million, short-term advances total $25.0 million and repurchase agreements total ~~$14.2~~$15.9 million.

The Company issued $10.0 million of fixed to floating rate subordinated notes on April 16, 2021 that mature on April 16, 2031, unless redeemed earlier. The notes bear interest at 4% per annum through April 16, 2026 and subsequently pay interest at the 90-day average secured overnight financing rate, determined on the determination date of the applicable interest period, plus 323 basis points. The Company may redeem the notes, in whole or in part, on or after April 16, 2026, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Issuance costs associated with the notes totaled $131,000 and were capitalized and will be amortized over the life of the note on a straight-line basis, which approximates the effective yield method. As of June 30, 2021, the net unamortized issuance costs totaled $128,000.

~~Table of Contents~~

In April 2020, the Bank entered into two interest rate swap agreements to convert floating-rate debt to fixed rate debt on notional amounts of $15.0 million and $10.0 million. The interest rate swap instruments involve an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amounts. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on April 1, 2020 and expire on April 1, 2025 and April 1, 2027. In April 2020, the Company entered into an interest rate swap agreement to convert floating-rate debt to fixed rate debt on a notional amounts of $7.5 million. The interest rate swap instrument involves an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amount. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on April 13, 2020 and expire on June 17, 2027. In May of 2020, the Bank entered into three two year forward interest rate swaps that will convert floating rate debt to fixed rate debt on notional amounts of $6.0 million each. The interest rate swap instruments involves an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amount. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on May 14, 2020 and expire on May 14, 2027, 2029 and 2032. The fair value of the interest rate swaps at ~~March 31,~~June 30, 2021 was ~~$2,036,000~~$1,282,000 and is included within other assets on the consolidated balance sheets.

The Company’s current strategy for borrowings is to consider terms and structures to manage interest rate risk and liquidity in a rising rate environment. The ~~Company’s~~Company's daily cash requirements or short-term investments are primarily met by using the financial instruments available through the Federal Home Loan Bank of Pittsburgh.

Stockholders’ Equity

We evaluate stockholders’ equity in relation to total assets and the risks associated with those assets. The greater the capital resource, the more likely a corporation will meet its cash obligations and absorb unforeseen losses. For these reasons, capital adequacy has been, and will continue to be, of paramount importance to the Company. As such, the Company has implemented policies and procedures to ensure that it has adequate capital levels. As part of this process, we routinely stress test our capital levels and identify potential risk and alternative sources of additional capital should the need arise.

Total stockholders’ equity was ~~$198.8~~$204.4 million at ~~March 31,~~June 30, 2021 compared to $194.3 million at December 31, 2020, an increase of ~~$4,548,000,~~$10,160,000, or ~~2.3%~~5.2%. Excluding accumulated other comprehensive income (loss), stockholders’ equity increased ~~$6.1~~$11.1 million, or ~~3.2%~~5.8%. The Company purchased ~~9,202~~14,756 shares of treasury stock at a weighted average cost of ~~$55.65~~$57.51 per share. For the ~~three~~six months of 2021, the Company had net income of ~~$8.5~~$15.1 million and declared cash dividends of ~~$1.8~~$3.7 million, or ~~$0.465~~$0.92 per share, representing a cash dividend payout ratio of ~~21.5%~~24.3%.

Index

All of the Company’s debt investment securities are classified as available-for-sale, making this portion of the Company’s balance sheet more sensitive to the changing market value of investments. As a result of changes in the interest rate environment, the defined benefit plan obligations and the interest rate swaps entered into during 2020, accumulated other comprehensive income decreased approximately ~~$1.6~~$1.0 million from December 31, 2020.

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined) to risk-weighted assets (as defined), common equity Tier 1 capital (as defined) to total risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of ~~March 31,~~June 30, 2021 and December 31, 2020, that the Bank meets all capital adequacy requirements to which it was subject at such dates.

~~Table of Contents~~

As permitted by applicable federal regulation, the Bank has opted to use the community bank leverage ratio (the “CBLR”) framework for determining its capital adequacy. Under the CBLR framework a qualifying community bank is considered well-capitalized if its leverage ratio (Tier 1 capital divided by average total consolidated assets) exceeds 9%. Following the passage of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act in response to the COVID-19 pandemic, the federal banking regulators revised the CBLR framework as follows: (i) beginning in the second quarter of 2020, a qualifying community bank need only have a leverage ratio of at least 8%, subject to the other qualifying requirements, and (ii) if a qualifying community bank’s leverage ratio falls below 8%, then it will have two calendar quarters to maintain a leverage ratio of 7% or greater. These revisions under the CARES Act are effective April 23, 2020 and terminated on December 31, 2020. Following such termination there is a grace period for returning to the 9% CBLR threshold. The CBLR will be set at 8.5% for 2021, and 9% thereafter. The grace period is also adjusted to account for the graduating increase. As a result, in 2021, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 7.5%. Thereafter, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 8%. If a qualifying community bank fails to maintain the applicable minimum CBLR during the grace period, or if it is unable to restore compliance with the CBLR within the grace period, then it will revert to the Basel III capital framework and the normal Prompt Corrective Action capital categories will apply. At ~~March 31,~~June 30, 2021, the Bank was considered “well-capitalized” under the CBLR framework, with a leverage ratio of ~~8.84%~~8.67%.

Off-Balance Sheet Activities

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing ~~needs.~~needs but are not recorded on the Company’s balance sheet. The contractual amount of financial instruments with off-balance sheet risk was as follows at ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Commitments to extend credit	$	304,350	$	274,327	$	275,380	$	274,327
Standby letters of credit		18,709		21,978		20,978		21,978
	$	323,059	$	296,305	$	296,358	$	296,305

Index

We also offer limited overdraft protection as a non-contractual courtesy which is available to demand deposit accounts in good standing. Overdraft charges as a result of ATM withdrawals and one time point of sale (non-recurring) transactions require prior approval of the customer. The non-contractual amount of financial instruments with off-balance sheet risk at ~~March 31,~~June 30, 2021 and December 31, 2020 was ~~$12,172,000~~$12,192,000 and $12,210,000, respectively. The Company reserves the right to discontinue this service without prior notice.

Liquidity

Liquidity is a measure of the ~~Company’s~~Company's ability to efficiently meet normal cash flow requirements of both borrowers and depositors. To maintain proper liquidity, we use funds management policies, which include liquidity target ratios, along with our investment policies to assure we can meet our financial obligations to depositors, credit customers and stockholders. Liquidity is needed to meet ~~depositors’~~depositors' withdrawal demands, extend credit to meet ~~borrowers’~~borrowers' needs, provide funds for normal operating expenses and cash dividends, and to fund other capital expenditures.

Cash generated by operating activities, investing activities and financing activities influences liquidity management. Our ~~Company’s~~Company's historical activity in this area can be seen in the Consolidated Statement of Cash Flows. The most important source of funds is core deposits. Repayment of principal on outstanding loans and cash flows created from the investment portfolio are also factors in liquidity management. Other sources of funding include brokered certificates of deposit and the sale of loans or investments, if needed.

~~Table of Contents~~

The ~~Company’s~~Company's use of funds is shown in the investing activity section of the Consolidated Statement of Cash Flows, where the net loan activity is presented. Other uses of funds include purchasing stock from the Federal Home Loan Bank (FHLB) of Pittsburgh, as well as capital expenditures. Capital expenditures (including software purchases), during the first ~~three~~six months of 2021 were ~~$785,000~~$858,000 compared to ~~$507,000~~$561,000 during the same time period in 2020.

Short-term debt from the FHLB supplements the Bank’s availability of funds. The Bank achieves liquidity primarily from temporary or short‑term investments in the Federal Reserve and the FHLB. The Bank had a maximum borrowing capacity at the FHLB of approximately ~~$727.4~~$736.05 million, of which ~~$109.9~~$110.8 million was outstanding, at ~~March 31,~~June 30, 2021. The Bank also had two federal funds lines with third party providers in the total amount of $34.0 million as of ~~March 31,~~June 30, 2021, which are unsecured and undrawn upon. We also have a borrower in custody line with the Federal Reserve Bank of approximately ~~$12.8~~$2.2 million, which also is not drawn upon as of ~~March 31,~~June 30, 2021. The Company continues to evaluate its liquidity needs and as necessary finds additional sources.

Citizens Financial Services, Inc. is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, Citizens Financial Services, Inc. is responsible for paying any dividends declared to its shareholders. Citizens Financial also has repurchased shares of its common stock. Citizens Financial Services, Inc.’s primary source of income is dividends received from the Bank. Both federal and state laws impose restrictions on the ability of the Bank to pay dividends. In particular, the Bank may not, as a state-chartered bank which is a member of the Federal Reserve System, declare a dividend without approval of the Federal Reserve, unless the dividend to be declared by the Bank’s Board of Directors does not exceed the total of: (i) the Bank’s net profits for the current year to date, plus (ii) its retained net profits for the preceding two current years, less any required transfers to surplus. The Federal Reserve Board and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions. The Prompt Corrective Action Rules, described above, further limit the ability of banks to pay dividends, because banks which are not classified as well capitalized or adequately capitalized may not pay dividends and no dividend may be paid which would make the Bank undercapitalized after the dividend. At ~~March 31,~~June 30, 2021, Citizens Financial Services, Inc. (on an unconsolidated basis) had liquid assets of ~~$7.7~~$15.7 million.

Index

Interest Rate and Market Risk Management

The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances and the market value risk of assets and liabilities.

Because of the nature of our operations, we are not subject to foreign currency exchange or commodity price risk and, because we have no trading portfolio, we are not subject to trading risk. Currently, the Company has equity securities that represent only 0.11% of its total assets and, therefore, equity risk is not significant.

The primary components of interest-sensitive assets include adjustable-rate loans and investments, loan repayments, investment maturities and money market investments. The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit and short-term borrowings. Savings deposits, NOW accounts and money market investor accounts are considered core deposits and are not short-term interest sensitive (except for the top-tier money market investor accounts, typically help by local governments, which are paid current market interest rates).

Gap analysis, one of the methods used by us to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on our ~~Company’s~~Company's net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels. We have not experienced the kind of earnings volatility that might be indicated from gap analysis.

~~Table of Contents~~

The Company currently uses a computer simulation model to better measure the impact of interest rate changes on net interest income. We use the model as part of our risk management and asset liability management processes that we believe will effectively identify, measure, and monitor the Company’s risk exposure. In this analysis, the Company examines the results of movements in interest rates with additional assumptions made concerning prepayment speeds on mortgage loans and mortgage securities. Shock scenarios, which assume a parallel shift in interest rates and is instantaneous, typically have the greatest impact on net interest income. The following is a rate shock analysis and the impact on net interest income as of ~~March 31,~~June 30, 2021 (dollars in thousands):

			Change In			% Change In
	Prospective One-Year		Prospective			Prospective
Changes in Rates	Net Interest Income		Net Interest Income			Net Interest Income			Prospective One-Year Net Interest Income		Change In Prospective Net Interest Income			% Change In Prospective Net Interest Income
-100 Shock		59,242		(1,080	)		(1.79	)		59,204		(1,096	)		(1.82	)
Base		60,322		-			-			60,300		-			-
+100 Shock		59,803		(519	)		(0.86	)		59,492		(808	)		(1.34	)
+200 Shock		59,821		(501	)		(0.83	)		59,322		(978	)		(1.62	)
+300 Shock		59,763		(559	)		(0.93	)		59,130		(1,170	)		(1.94	)
+400 Shock		59,573		(749	)		(1.24	)		58,720		(1,580	)		(2.62	)

The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage backed securities, call activity of other investment securities, and deposit selection, re-pricing and maturity structure. Because of these assumptions, actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change on net interest income. Additionally, the changes above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. It should be noted that the changes in net interest income noted above are in line with Company policy for interest rate risk.

Index

Item ~~3-Quantitative~~3 – Quantitative and Qualitative Disclosure about Market Risk

In the normal course of conducting business activities, the Company is exposed to market risk, principally interest rate risk, through the operations of its banking subsidiary. Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and values of financial instruments and was discussed previously in this Form 10-Q. Management and a committee of the Board of Directors manage interest rate risk (see also “Interest Rate and Market Risk Management”).

Item 4 – Control and ~~Item 4-Control and~~ Procedures

(a) Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes to Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2021 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

~~Table of Contents~~

PART II ‑– OTHER INFORMATION

Item 1 ‑ – Legal Proceedings

Management is not aware of any pending or threatened litigation that would have a material adverse effect on the consolidated financial position of the Company. Any pending proceedings are ordinary, routine litigation incidental to the business of the Company and its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company and its subsidiary by government authorities.

Item 1A – Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1.A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition or future results. At ~~March 31,~~June 30, 2021, the risk factors of the Company have not changed materially from those reported in our 2020 Annual Report on Form 10-K. However, the risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Index

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period
Total Number of Shares
(or units Purchased)

Average Price
Paid per Share
(or Unit)

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans of Programs

Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs (1)

1/1/21 to 1/31/21 - $ 0.00 - 158,202
2/1/21 to 2/28/21 8,121 $ 55.61 8,121 150,081
3/1/21 to 3/31/21 1,081 $ 55.94 1,081 149,000
Total 9,202 $ 55.65 9,202 149,000

	ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares (or units Purchased)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans of Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)

4/1/21 to 4/30/21		-	$	0.00		-		149,000
5/1/21 to 5/31/21		5,258	$	60.63		5,258		143,742
6/1/21 to 6/30/21		296	$	59.91		29		143,713
Total		5,554	$	60.59		5,287		143,713

(1)

On October 20, 2015, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 150,000 shares. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors. No time limit was placed on the duration of the share repurchase program. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. This authorization was fully utilized during the first quarter of 2021.

~~(2)~~

On April 21, 2020, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 150,000 shares at an aggregate purchase price not to exceed $12.0 million over a period of 36 months. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors. No time limit was placed on the duration of the share repurchase program. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

~~Table of Contents~~

Item 3 ‑ – Defaults Upon Senior Securities

Not applicable.

Item 4 – Mine Safety Disclosure

Not applicable.

Item 5 ‑ – Other Information

None

Item 6 ‑ – Exhibits

~~(a)~~

(a) The following documents are filed as a part of this report:

3.1		Restate Articles of Incorporation of Citizens Financial Services, Inc.~~, as amended~~ ⁽¹⁾

3.2		Articles of Amendment of Restated Articles of Incorporation of Citizens Financial Services, Inc. ⁽²⁾

3.3		Bylaws of Citizens Financial Services, Inc.⁽²⁾⁽³⁾

4.1		Form of Common Stock Certificate. ⁽³⁾⁽⁴⁾

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended ~~March 31,~~June 30, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) The Consolidated Balance Sheet (unaudited), (ii) the Consolidated Statement of Income (unaudited), (iii) the Consolidated Statement of Comprehensive Income (unaudited), (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows (unaudited) and (vi) related notes (unaudited).

	⁽¹⁾	~~Incorporated by reference to Exhibit 3.1 to~~
104		Cover Page Interactive Data File (embedded within the ~~Company’s Current Report on Form 8-K, as filed with the Commission on April 26, 2021.~~

⁽²⁾

~~Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2020.~~

⁽³⁾

~~Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Commission on March 14, 2006.~~Inline XBRL document)

⁽¹⁾Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2018, as filed with the Commission on August 9, 2018.

⁽²⁾Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 26, 2021.

⁽³⁾Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2020.

⁽⁴⁾Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Commission on March 14, 2006.

~~Table of Contents~~Index

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Citizens Financial Services, Inc.
	(Registrant)

~~May 6,~~August 5, 2021		/s/ Randall E. Black
	By:	Randall E. Black
	President and Chief Executive Officer
	(Principal Executive Officer)

~~May 6,~~August 5, 2021		/s/ Stephen J. Guillaume
	By:	Stephen J. Guillaume
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

PENNSYLVANIA		23-2265045
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

		PAGE
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Consolidated Balance Sheet as of ~~March 31, 2020~~June 30, 2021 and December 31, 2020	1
	Consolidated Statement of Income for the Three and Six months Ended ~~March 31,~~June 30, 2021 and 2020	2
	Consolidated Statement of Comprehensive Income for the Three and Six months ended ~~March 31,~~June 30, 2021 and 2020	3
	Consolidated Statement of Changes in Stockholders’ Equity for the Three and Six months ended ~~March 31,~~June 30, 2021 and 2020	4
	Consolidated Statement of Cash Flows for the ~~Three~~Six months ended ~~March 31,~~June 30, 2021 and 2020	5
	Notes to Consolidated Financial Statements	~~6-30~~6-33
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~31-50~~34-57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5158
Item 4.	Controls and Procedures	5158

Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	5258
Item 1A.	Risk Factors	5258
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5259
Item 3.	Defaults Upon Senior Securities	5359
Item 4.	Mine Safety Disclosures	5359
Item 5.	Other Information	5359
Item 6.	Exhibits	5359
	Signatures	5360

(in thousands except share data)	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
ASSETS:
Cash and due from banks:
Noninterest-bearing	$	18,164		$	16,374		$	17,403		$	16,374
Interest-bearing		132,664			52,333			90,791			52,333
Total cash and cash equivalents		150,828			68,707			108,194			68,707
Interest bearing time deposits with other banks		13,509			13,758			12,266			13,758
Equity securities		2,118			1,931			2,148			1,931
Available-for-sale securities		321,967			295,189			369,002			295,189
Loans held for sale		9,946			14,640			5,282			14,640

Loans (net of allowance for loan losses:
2021, $16,560 and 2020, $15,815)		1,387,841			1,389,466
2021, $16,931 and 2020, $15,815)								1,398,178			1,389,466

Premises and equipment		17,450			16,948			17,243			16,948
Accrued interest receivable		5,572			5,998			5,564			5,998
Goodwill		31,376			31,376			31,376			31,376
Bank owned life insurance		30,190			32,589			30,353			32,589
Other intangibles		1,696			1,668			1,705			1,668
Other assets		23,117			19,404			21,989			19,404

TOTAL ASSETS	$	1,995,610		$	1,891,674		$	2,003,300		$	1,891,674

LIABILITIES:
Deposits:
Noninterest-bearing	$	336,438		$	303,762		$	339,414		$	303,762
Interest-bearing		1,351,032			1,285,096			1,342,973			1,285,096
Total deposits		1,687,470			1,588,858			1,682,387			1,588,858
Borrowed funds		86,171			88,838			97,830			88,838
Accrued interest payable		913			1,017			789			1,017
Other liabilities		22,249			18,702			17,875			18,702
TOTAL LIABILITIES		1,796,803			1,697,415			1,798,881			1,697,415
STOCKHOLDERS’ EQUITY:
Preferred Stock $1.00 par value; authorized 3,000,000 shares at March 31, 2021 and December 31, 2020; NaN issued in 2021 or 2020		0			0
Common stock $1.00 par value; authorized 25,000,000 shares at March 31, 2021 and December 31, 2020; issued 4,350,342 at March 31, 2021 and 4,350,342 at December 31, 2020		4,350			4,350
STOCKHOLDERS' EQUITY:
Preferred Stock $1.00 par value; authorized 3,000,000 shares at June 30, 2021 and December 31, 2020; NaN issued in 2021 or 2020								0			0
Common stock $1.00 par value; authorized 25,000,000 shares at June 30, 2021 and December 31, 2020; issued 4,388,901 at June 30, 2021 and 4,350,342 at December 31, 2020								4,389			4,350
Additional paid-in capital		75,908			75,908			78,412			75,908
Retained earnings		133,270			126,627			135,714			126,627
Accumulated other comprehensive income		1,002			2,587			1,610			2,587
Treasury stock, at cost: 437,663 shares at March 31, 2021 and 428,492 shares at December 31, 2020		(15,723	)		(15,213	)
TOTAL STOCKHOLDERS’ EQUITY		198,807			194,259
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,995,610		$	1,891,674
Treasury stock, at cost: 437,328 shares at June 30, 2021 and 428,492 shares at December 31, 2020								(15,706	)		(15,213	)
TOTAL STOCKHOLDERS' EQUITY								204,419			194,259
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY							$	2,003,300		$	1,891,674

	Common Stock				Additional						Accumulated Other									Common Stock				Additional						Accumulated Other
(in thousands, except share data)	Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Income (Loss)			Treasury Stock			Total			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Income (Loss)			Treasury Stock			Total

Balance, March 31, 2021																					4,350,342	$	4,350	$	75,908		$	133,270		$	1,002		$	(15,723	)	$	198,807

Comprehensive income:
Net income																												6,647									6,647
Net other comprehensive income																															608						608
Stock dividend																					38,559		39		2,313			(2,352	)								0
Purchase of treasury stock (5,554 shares)																																		(336	)		(336	)
Restricted stock, executive and Board of Director awards (5,331 shares)																									(207	)								353			146
Restricted stock vesting																									398												398
Cash dividends, $0.460 per share																												(1,851	)								(1,851	)
Balance, June 30, 2021																					4,388,901	$	4,389	$	78,412		$	135,714		$	1,610		$	(15,706	)	$	204,419

Balance, December 31, 2020		4,350,342	$	4,350	$	75,908		$	126,627		$	2,587		$	(15,213	)	$	194,259			4,350,342	$	4,350	$	75,908		$	126,627		$	2,587		$	(15,213	)	$	194,259

Comprehensive income:
Net income									8,463									8,463										15,110									15,110
Net other comprehensive (loss)												(1,585	)					(1,585	)												(977	)					(977	)
Purchase of treasury stock (9,202 shares)															(513	)		(513	)
Restricted stock, executive and Board of Director awards (6,651 shares)						(2	)											(2	)
Stock dividend																					38,559		39		2,313			(2,352	)								0
Purchase of treasury stock (14,756 shares)																																		(849	)		(849	)
Restricted stock, executive and Board of Director awards (5,419 shares)																									(215	)								359			144
Restricted stock vesting						5												5							403												403
Forfeited restricted stock						(3	)								3			0							3									(3	)		0
Cash dividends, $0.465 per share									(1,820	)								(1,820	)
Balance, March 31, 2021		4,350,342	$	4,350	$	75,908		$	133,270		$	1,002		$	(15,723	)	$	198,807
Cash dividends, $0.920 per share																												(3,671	)								(3,671	)
Balance, June 30, 2021																					4,388,901	$	4,389	$	78,412		$	135,714		$	1,610		$	(15,706	)	$	204,419

Balance, March 31, 2020																					3,938,668		3,939		55,129			113,374			2,918			(15,437	)		159,923

Comprehensive income:
Net income																												5,338									5,338
Net other comprehensive (loss)																															(11	)					(11	)
Stock dividend																					38,318		38		1,878			(1,916	)								0
Issuance of Common stock																					373,356		373		18,854												19,227
Purchase of treasury stock (4,505 shares)																																		(223	)		(223	)
Restricted stock, executive and Board of Director awards (6,447 shares)																									(234	)								326			92
Restricted stock vesting																									241												241
Cash dividend reinvestment paid from treasury stock (6,120 shares)																									(5	)		0						309			304
Cash dividends, $0.446 per share																												(1,796	)								(1,796	)
Balance, June 30, 2020																					4,350,342	$	4,350	$	75,863		$	115,000		$	2,907		$	(15,025	)	$	183,095

Balance, December 31, 2019		3,938,668	$	3,939	$	55,089		$	110,800		$	(629	)	$	(14,425	)	$	154,774			3,938,668		3,939		55,089			110,800			(629	)		(14,425	)		154,774

Comprehensive income:
Net income									4,531									4,531										9,869									9,869
Net other comprehensive income												3,547						3,547													3,536						3,536
Purchase of treasury stock (23,412 shares)															(1,279	)		(1,279	)
Restricted stock, executive, and Board of Director awards						1									12			13
Stock dividend																					38,318		38		1,878			(1,916	)								0
Issuance of Common stock																					373,356		373		18,854												19,227
Purchase of treasury stock (27,917 shares)																																		(1,502	)		(1,502	)
Restricted stock, executive and Board of Director awards (6,651 shares)																									(233	)								338			105
Restricted stock vesting						40												40							281												281
Cash dividend reinvestment paid from treasury stock						(1	)		0						255			254
Cash dividends, $0.549 per share									(1,957	)								(1,957	)
Balance, March 31, 2020		3,938,668	$	3,939	$	55,129		$	113,374		$	2,918		$	(15,437	)	$	159,923
Cash dividend reinvestment paid from treasury stock (10,276 shares)																									(6	)		0						564			558
Cash dividends, $0.989 per share																												(3,753	)								(3,753	)
Balance, June 30, 2020																					4,350,342	$	4,350	$	75,863		$	115,000		$	2,907		$	(15,025	)	$	183,095


Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended, June 30,
(in thousands)	2021			2020			2021			2020			2021			2020
Net income	$	8,463		$	4,531		$	6,647		$	5,338		$	15,110		$	9,869
Other comprehensive income (loss):
Change in unrealized gains (losses) on available for sale securities		(4,094	)		4,334			1,441			400			(2,653	)		4,735
Income tax effect		859			(910	)		(302	)		(84	)		557			(995	)
Change in unrecognized pension cost		91			156			82			267			173			424
Income tax effect		(19	)		(33	)		(18	)		(56	)		(37	)		(90	)
Change in unrealized loss on interest rate swaps		2,047			0			(754	)		(566	)		1,293			(566	)
Income tax effect		(430	)		0			159			120			(271	)		120
Less: Reclassification adjustment for investment security gains included in net income		(50	)		0			0			(117	)		(50	)		(117	)
Income tax effect		11			0			0			25			11			25
Other comprehensive income (loss), net of tax		(1,585	)		3,547			608			(11	)		(977	)		3,536
Comprehensive income	$	6,878		$	8,078		$	7,255		$	5,327		$	14,133		$	13,405

Acquisition of			Midcoast Community Bancorp Inc.
Non-cash assets acquired
Available-for-sale securities	$	-	$	0
Interest bearing time deposits with other banks		-		0
Loans		-		223,235
Premises and equipment		-		1,787
Accrued interest receivable		-		586
Bank owned life insurance		-		3,766
Intangibles		-		157
Deferred tax asset		-		3,402
Other assets		-		2,878
Goodwill		-		8,080
		-		243,891
Liabilities assumed
Noninterest-bearing deposits		-		38,694
Interest-bearing deposits		-		170,132
Accrued interest payable		-		164
Borrowed funds		-		15,497
Other liabilities		-		1,198
		-		225,685
Net non-cash assets acquired		-		18,206
Cash and cash equivalents acquired	$	-	$	8,637