0000810958us-gaap:~~CommercialPortfolioSegmentMembercznc:LessorsOfResidentialBuildingsAndDwellingsMemberus-gaap:SubstandardMembercznc:COVID19RelatedLoansModificationsMember2021-03-31~~RestrictedStockMember2020-01-012020-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _________________________.

Commission file number: 000-16084

CITIZENS & NORTHERN CORPORATION

(Exact name of Registrant as specified in its charter)


PENNSYLVANIA		23-2451943
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

90-92 MAIN STREET, WELLSBORO, PA 16901

(Address of principal executive offices) (Zip code)

570-724-3411

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Par Value $1.00	CZNC	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻ Accelerated filer ◻ Non-accelerated filer ⌧ Smaller reporting company ⌧ Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ⌧

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.


Common Stock ($1.00 par value)	~~15,998,815~~15,844,666 Shares Outstanding on ~~May 5,~~August 3, 2021

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CITIZENS & NORTHERN CORPORATION

Index


Part I. Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited) – ~~March 31,~~June 30, 2021 and December 31, 2020			Page 3

Consolidated Statements of Income (Unaudited) – Three-month and Six-month Periods Ended ~~March 31,~~June 30, 2021 and 2020			Page 4

Consolidated Statements of Comprehensive Income (Unaudited) - Three-month and Six-month Periods Ended ~~March 31,~~June 30, 2021 and 2020			Page 5

Consolidated Statements of Cash Flows (Unaudited) – ~~Three-month~~Six-month Periods Ended ~~March 31,~~June 30, 2021 and 2020			Page 6

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three-month and Six-month Periods Ended ~~March 31,~~June 30, 2021 and 2020			~~Page~~Pages 7 – 8

Notes to Unaudited Consolidated Financial Statements			Pages 89 – 3739

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			Pages 3840 – 6067

Item 4. Controls and Procedures			Page 6067

Part II. Other Information			Pages 6068 – 6370

Signatures			Page 6472

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Data) (Unaudited)

March 31,

December 31,

2021

2020
ASSETS




Cash and due from banks:




Noninterest-bearing

$
22,449

$
24,780
Interest-bearing

184,696

77,077
Total cash and due from banks

207,145

101,857
Available-for-sale debt securities, at fair value

366,376

349,332

Loans receivable

1,614,587

1,644,209
Allowance for loan losses

(11,661)

(11,385)
Loans, net

1,602,926

1,632,824

Bank-owned life insurance

30,246

30,096
Accrued interest receivable

7,913

8,293
Bank premises and equipment, net

20,740

21,526
Foreclosed assets held for sale

1,472

1,338
Deferred tax asset, net

3,530

2,705
Goodwill

52,505

52,505
Core deposit intangibles, net

3,717

3,851
Other assets

37,025

34,773
TOTAL ASSETS

$
2,333,595

$
2,239,100

LIABILITIES

Deposits:

Noninterest-bearing

$
566,477

$
465,332
Interest-bearing

1,357,448

1,355,137
Total deposits

1,923,925

1,820,469
Short-term borrowings

9,763

20,022
Long-term borrowings

50,467

54,608
Subordinated debt

16,534

16,553
Accrued interest and other liabilities

32,850

27,692
TOTAL LIABILITIES

2,033,539

1,939,344

STOCKHOLDERS' EQUITY

Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation

preference per share; 0 shares issued

0

0
Common stock, par value $1.00 per share; authorized 20,000,000 shares;

issued 16,013,279 and outstanding 15,999,814 at March 31, 2021;

issued 15,982,815 and outstanding 15,911,984 at December 31, 2020

16,013

15,983
Paid-in capital

143,173

143,644
Retained earnings

134,176

129,703
Treasury stock, at cost; 13,465 shares at March 31, 2021 and 70,831

shares at December 31, 2020

(265)

(1,369)
Accumulated other comprehensive income

6,959

11,795
TOTAL STOCKHOLDERS' EQUITY

300,056

299,756
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$
2,333,595

$
2,239,100


	June 30,		December 31,
	2021		2020
ASSETS
Cash and due from banks:
Noninterest-bearing	$	22,404	$	24,780
Interest-bearing		186,456		77,077
Total cash and due from banks		208,860		101,857
Available-for-sale debt securities, at fair value		391,881		349,332

Loans receivable		1,597,856		1,644,209
Allowance for loan losses		(12,375)		(11,385)
Loans, net		1,585,481		1,632,824

Bank-owned life insurance		30,391		30,096
Accrued interest receivable		7,293		8,293
Bank premises and equipment, net		20,620		21,526
Foreclosed assets held for sale		1,332		1,338
Deferred tax asset, net		3,408		2,705
Goodwill		52,505		52,505
Core deposit intangibles, net		3,583		3,851
Other assets		33,709		34,773
TOTAL ASSETS	$	2,339,063	$	2,239,100

LIABILITIES
Deposits:
Noninterest-bearing	$	525,592	$	465,332
Interest-bearing		1,391,217		1,355,137
Total deposits		1,916,809		1,820,469
Short-term borrowings		2,125		20,022
Long-term borrowings - FHLB advances		44,325		54,608
Senior notes, net		14,670		0
Subordinated debt, net		32,967		16,553
Accrued interest and other liabilities		24,034		27,692
TOTAL LIABILITIES		2,034,930		1,939,344

STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation
preference per share; 0 shares issued		0		0
Common stock, par value $1.00 per share; authorized 20,000,000 shares;
issued 16,030,172 and outstanding 15,957,512 at June 30, 2021;
issued 15,982,815 and outstanding 15,911,984 at December 31, 2020		16,030		15,983
Paid-in capital		143,817		143,644
Retained earnings		136,756		129,703
Treasury stock, at cost; 72,660 shares at June 30, 2021 and 70,831
shares at December 31, 2020		(1,746)		(1,369)
Accumulated other comprehensive income		9,276		11,795
TOTAL STOCKHOLDERS' EQUITY		304,133		299,756
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	2,339,063	$	2,239,100

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Income

(In Thousands Except Per Share Data) (Unaudited)

Three Months Ended

March 31,

March 31,

2021

2020
INTEREST INCOME




Interest and fees on loans:




Taxable

$
19,491

$
14,461
Tax-exempt

439

459
Income from available-for-sale debt securities:

Taxable

1,113

1,588
Tax-exempt

642

437
Other interest and dividend income

69

92
Total interest and dividend income

21,754

17,037
INTEREST EXPENSE



Interest on deposits

1,278

2,155
Interest on short-term borrowings

15

198
Interest on long-term borrowings

134

295
Interest on subordinated debt

244

107
Total interest expense

1,671

2,755
Net interest income

20,083

14,282
Provision for loan losses

259

1,528
Net interest income after provision for loan losses

19,824

12,754
NONINTEREST INCOME




Trust revenue

1,626

1,479
Brokerage and insurance revenue

326

355
Service charges on deposit accounts

1,015

1,250
Interchange revenue from debit card transactions

881

731
Net gains from sale of loans

1,064

315
Loan servicing fees, net

248

(14)
Increase in cash surrender value of life insurance

150

104
Other noninterest income

1,472

1,061
Total noninterest income

6,782

5,281
NONINTEREST EXPENSE

Salaries and employee benefits

8,895

7,378
Net occupancy and equipment expense

1,304

1,103
Data processing and telecommunications expense

1,380

1,224
Automated teller machine and interchange expense

337

297
Pennsylvania shares tax

491

422
Professional fees

547

379
Merger-related expenses

0

141
Other noninterest expense

2,755

2,109
Total noninterest expense

15,709

13,053
Income before income tax provision

10,897

4,982
Income tax provision

2,110

816
NET INCOME

$
8,787

$
4,166
EARNINGS PER COMMON SHARE - BASIC

$
0.55

$
0.30
EARNINGS PER COMMON SHARE - DILUTED

$
0.55

$
0.30


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
INTEREST INCOME
Interest and fees on loans:
Taxable	$	18,075	$	14,126	$	37,566	$	28,587
Tax-exempt		411		439		850		898
Income from available-for-sale debt securities:
Taxable		1,187		1,380		2,300		2,968
Tax-exempt		663		507		1,305		944
Other interest and dividend income		92		61		161		153
Total interest and dividend income		20,428		16,513		42,182		33,550
INTEREST EXPENSE
Interest on deposits		1,217		1,784		2,495		3,939
Interest on short-term borrowings		7		64		22		262
Interest on long-term borrowings - FHLB advances		109		313		243		608
Interest on senior notes, net		57		0		57		0
Interest on subordinated debt, net		357		106		601		213
Total interest expense		1,747		2,267		3,418		5,022
Net interest income		18,681		14,246		38,764		28,528
Provision (credit) for loan losses		744		(176)		1,003		1,352
Net interest income after provision (credit) for loan losses		17,937		14,422		37,761		27,176
NONINTEREST INCOME
Trust revenue		1,807		1,565		3,433		3,044
Brokerage and insurance revenue		506		384		832		739
Service charges on deposit accounts		1,073		831		2,088		2,081
Interchange revenue from debit card transactions		998		718		1,879		1,449
Net gains from sale of loans		925		1,564		1,989		1,879
Loan servicing fees, net		146		(158)		394		(172)
Increase in cash surrender value of life insurance		145		98		295		202
Other noninterest income		700		526		2,172		1,587
Sub-total		6,300		5,528		13,082		10,809
Realized gains on available-for-sale debt securities, net		2		0		2		0
Total noninterest income		6,302		5,528		13,084		10,809
NONINTEREST EXPENSE
Salaries and employee benefits		9,499		6,983		18,394		14,361
Net occupancy and equipment expense		1,219		975		2,523		2,078
Data processing and telecommunications expense		1,487		1,253		2,867		2,477
Automated teller machine and interchange expense		355		275		692		572
Pennsylvania shares tax		490		423		981		845
Professional fees		598		464		1,145		843
Merger-related expenses		0		983		0		1,124
Other noninterest expense		1,751		1,901		4,506		4,010
Total noninterest expense		15,399		13,257		31,108		26,310
Income before income tax provision		8,840		6,693		19,737		11,675
Income tax provision		1,780		1,255		3,890		2,071
NET INCOME	$	7,060	$	5,438	$	15,847	$	9,604
EARNINGS PER COMMON SHARE - BASIC	$	0.44	$	0.39	$	0.99	$	0.70
EARNINGS PER COMMON SHARE - DILUTED	$	0.44	$	0.39	$	0.99	$	0.70

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Comprehensive Income

(In Thousands) (Unaudited)

Three Months Ended

March 31,

March 31,

2021

2020
Net income

$
8,787

$
4,166

Unrealized holding (losses) gains on available-for-sale debt securities

(6,114)

7,240

Unfunded pension and postretirement obligations:

Changes from plan amendments and actuarial gains and losses

(5)

88
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

(4)

(8)
Other comprehensive (loss) income on unfunded retirement obligations

(9)

80

Other comprehensive (loss) income before income tax

(6,123)

7,320
Income tax benefit (expense) related to other comprehensive (loss) income

1,287

(1,537)

Net other comprehensive (loss) income

(4,836)

5,783

Comprehensive income

$
3,951

$
9,949


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Net income	$	7,060	$	5,438	$	15,847	$	9,604

Unrealized gains (losses) on available-for-sale debt securities:
Unrealized holding gains (losses) on available-for-sale debt securities		2,941		2,835		(3,173)		10,075
Reclassification adjustment for (gains) realized in income		(2)		0		(2)		0
Other comprehensive income (loss) on available-for-sale debt securities		2,939		2,835		(3,175)		10,075

Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		0		0		(5)		88
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(4)		(6)		(8)		(14)
Other comprehensive (loss) income on unfunded retirement obligations		(4)		(6)		(13)		74

Other comprehensive income (loss) before income tax		2,935		2,829		(3,188)		10,149
Income tax related to other comprehensive income (loss)		(618)		(592)		669		(2,129)

Net other comprehensive income (loss)		2,317		2,237		(2,519)		8,020

Comprehensive income	$	9,377	$	7,675	$	13,328	$	17,624

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (Unaudited)

Three Months Ended

March 31,

March 31,

2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES:




Net income

$
8,787

$
4,166
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

259

1,528
Net amortization of securities

488

367
Increase in cash surrender value of life insurance

(150)

(104)
Depreciation and amortization of bank premises and equipment

553

447
Net accretion of purchase accounting adjustments

(818)

(355)
Stock-based compensation

341

194
Deferred income taxes

462

397
(Increase) decrease in fair value of servicing rights

(75)

126
Gains on sales of loans, net

(1,064)

(315)
Origination of loans held for sale

(32,478)

(10,414)
Proceeds from sales of loans held for sale

30,727

10,842
Increase in accrued interest receivable and other assets

(2,190)

(1,886)
Increase (decrease) in accrued interest payable and other liabilities

891

(799)
Other

(20)

(67)
Net Cash Provided by Operating Activities

5,713

4,127
CASH FLOWS FROM INVESTING ACTIVITIES:


Purchase of certificates of deposit

(1,250)

0
Proceeds from sales of available-for-sale debt securities

0

6,722
Proceeds from calls and maturities of available-for-sale debt securities

17,093

17,451
Purchase of available-for-sale debt securities

(34,494)

(12,993)
Redemption of Federal Home Loan Bank of Pittsburgh stock

584

3,660
Purchase of Federal Home Loan Bank of Pittsburgh stock

(473)

(2,735)
Net decrease in loans

29,936

15,179
Proceeds from bank owned life insurance

287

0
Proceeds from sales of premises and equipment

495

0
Purchase of premises and equipment

(239)

(1,300)
Proceeds from sale of foreclosed assets

0

1,253
Other

70

70
Net Cash Provided by Investing Activities

12,009

27,307
CASH FLOWS FROM FINANCING ACTIVITIES:


Net increase (decrease) in deposits

103,793

(2,789)
Net decrease in short-term borrowings

(10,211)

(48,619)
Proceeds from long-term borrowings

0

25,891
Repayments of long-term borrowings

(4,024)

(5,074)
Sale of treasury stock

77

124
Purchase of vested restricted stock for tax withholding

(157)

(163)
Common dividends paid

(3,912)

(3,328)
Net Cash Provided by (Used in) Financing Activities

85,566

(33,958)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

103,288

(2,524)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

96,017

31,122
CASH AND CASH EQUIVALENTS, END OF PERIOD

$
199,305

$
28,598
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Accrued purchase of certificates of deposit

$
750

$
0
Increase in accrued purchase of available-for-sale debt securities

$
6,245

$
0
Assets acquired through foreclosure of real estate loans

$
134

$
0
Interest paid

$
2,193

$
2,650
Income taxes paid

$
47

$
42


	Six Months Ended
	June 30,		June 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,847	$	9,604
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,003		1,352
Realized gains on available-for-sale debt securities, net		(2)		0
Net amortization of securities		1,021		802
Increase in cash surrender value of life insurance		(295)		(202)
Depreciation and amortization of bank premises and equipment		1,081		897
Net accretion of purchase accounting adjustments		(1,397)		(578)
Stock-based compensation		625		424
Deferred income taxes		(34)		396
(Increase) decrease in fair value of servicing rights		(36)		396
Gains on sales of loans, net		(1,989)		(1,879)
Origination of loans held for sale		(60,590)		(60,830)
Proceeds from sales of loans held for sale		60,867		61,815
Decrease (increase) in accrued interest receivable and other assets		761		(9,085)
(Decrease) increase in accrued interest payable and other liabilities		(1,396)		2,630
Other		(55)		15
Net Cash Provided by Operating Activities		15,411		5,757
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposit		(2,000)		0
Proceeds from maturities of certificates of deposit		0		250
Proceeds from sales of available-for-sale debt securities		421		6,722
Proceeds from calls and maturities of available-for-sale debt securities		33,117		43,718
Purchase of available-for-sale debt securities		(80,249)		(26,632)
Redemption of Federal Home Loan Bank of Pittsburgh stock		1,367		5,076
Purchase of Federal Home Loan Bank of Pittsburgh stock		(997)		(3,616)
Net decrease (increase) in loans		46,960		(58,591)
Proceeds from bank owned life insurance		287		0
Proceeds from sales of premises and equipment		575		0
Purchase of premises and equipment		(741)		(2,085)
Proceeds from sale of foreclosed assets		178		1,265
Other		115		116
Net Cash Used in Investing Activities		(967)		(33,777)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		96,914		128,464
Net decrease in short-term borrowings		(17,832)		(71,822)
Proceeds from long-term borrowings - FHLB advances		0		25,891
Repayments of long-term borrowings - FHLB advances		(10,047)		(5,114)
Proceeds from issuance of senior notes, net of issuance costs		14,663		0
Proceeds from issuance of subordinated debt, net of issuance costs		24,437		0
Redemption of subordinated debt		(8,000)		0
Sale of treasury stock		77		124
Purchases of treasury stock		(1,688)		(163)
Common dividends paid		(7,965)		(6,670)
Net Cash Provided by Financing Activities		90,559		70,710
INCREASE IN CASH AND CASH EQUIVALENTS		105,003		42,690
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		96,017		31,122
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	201,020	$	73,812
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Increase in accrued purchase of available-for-sale debt securities	$	32	$	0
Assets acquired through foreclosure of real estate loans	$	134	$	0
Interest paid	$	4,508	$	4,961
Income taxes paid	$	5,770	$	42

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data) (Unaudited)


									Accumulated
									Other
	Common	Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
Three Months Ended June 30, 2021	Shares	Shares	Stock		Capital		Earnings		Income		Stock		Total
Balance, March 31, 2021	16,013,279	13,465	$	16,013	$	143,173	$	134,176	$	6,959	$	(265)	$	300,056
Net income								7,060						7,060
Other comprehensive income, net										2,317				2,317
Cash dividends declared on common stock, $.28 per share								(4,480)						(4,480)
Shares issued for dividend reinvestment plan	16,893			17		410								427
Restricted stock granted		(4,000)				(79)						79		0
Forfeiture of restricted stock		1,499				29						(29)		0
Stock-based compensation expense						284								284
Treasury stock purchases		61,696										(1,531)		(1,531)
Balance, June 30, 2021	16,030,172	72,660	$	16,030	$	143,817	$	136,756	$	9,276	$	(1,746)	$	304,133

Three Months Ended June 30, 2020
Balance, March 31, 2020	13,934,996	147,836	$	13,935	$	103,731	$	126,944	$	9,474	$	(2,856)	$	251,228
Net income								5,438						5,438
Other comprehensive income, net										2,237				2,237
Cash dividends declared on common stock, $.27 per share								(3,721)						(3,721)
Shares issued for dividend reinvestment plan		(20,755)				(22)						401		379
Forfeiture of restricted stock		758				15						(15)		0
Stock-based compensation expense						230								230
Balance, June 30, 2020	13,934,996	127,839	$	13,935	$	103,954	$	128,661	$	11,711	$	(2,470)	$	255,791

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data) (Unaudited)

(Continued)

Accumulated

Other

Common

Treasury

Common

Paid-in

Retained

Comprehensive

Treasury

Three Months Ended March 31, 2021

Shares

Shares

Stock

Capital

Earnings

Income

Stock

Total
Balance, December 31, 2020

15,982,815

70,831

$
15,983

$
143,644

$
129,703

$
11,795

$
(1,369)

$
299,756
Net income

8,787

8,787
Other comprehensive loss, net

(4,836)

(4,836)
Cash dividends declared on common stock, $.27 per share

(4,314)

(4,314)
Shares issued for dividend reinvestment plan

19,475

19

383

402
Share issued from treasury and redeemed related to exercise of stock options

(5,414)

(28)

105

77
Restricted stock granted

10,989

(63,402)

11

(1,240)

1,229

0
Forfeiture of restricted stock

3,791

73

(73)

0
Stock-based compensation expense

341

341
Purchase of restricted stock for tax withholding

7,659

(157)

(157)
Balance, March 31, 2021

16,013,279

13,465

$
16,013

$
143,173

$
134,176

$
6,959

$
(265)

$
300,056

Three Months Ended March 31, 2020
















Balance, December 31, 2019

13,934,996

218,551

$
13,935

$
104,519

$
126,480

$
3,691

$
(4,173)

$
244,452
Net income

4,166

4,166
Other comprehensive income, net

5,783

5,783
Cash dividends declared on common stock, $.27 per share

(3,702)

(3,702)
Shares issued for dividend reinvestment plan

(13,945)

104

270

374
Shares issued from treasury and redeemed related to exercise of stock options

(9,652)

(62)

186

124
Restricted stock granted

(55,864)

(1,079)

1,079

0
Forfeiture of restricted stock

2,884

55

(55)

0
Stock-based compensation expense

194

194
Purchase of restricted stock for tax withholding

5,862

(163)

(163)
Balance, March 31, 2020

13,934,996

147,836

$
13,935

$
103,731

$
126,944

$
9,474

$
(2,856)

$
251,228


									Accumulated
									Other
	Common	Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
Six Months Ended June 30, 2021	Shares	Shares	Stock		Capital		Earnings		Income		Stock		Total
Balance, December 31, 2020	15,982,815	70,831	$	15,983	$	143,644	$	129,703	$	11,795	$	(1,369)	$	299,756
Net income								15,847						15,847
Other comprehensive loss, net										(2,519)				(2,519)
Cash dividends declared on common stock, $.55 per share								(8,794)						(8,794)
Shares issued for dividend reinvestment plan	36,368			36		793								829
Shares issued from treasury and redeemed related to exercise of stock options		(5,414)				(28)						105		77
Restricted stock granted	10,989	(67,402)		11		(1,319)						1,308		0
Forfeiture of restricted stock		5,290				102						(102)		0
Stock-based compensation expense						625								625
Purchase of restricted stock for tax withholding		7,659										(157)		(157)
Treasury stock purchases		61,696										(1,531)		(1,531)
Balance, June 30, 2021	16,030,172	72,660	$	16,030	$	143,817	$	136,756	$	9,276	$	(1,746)	$	304,133

Six Months Ended June 30, 2020
Balance, December 31, 2019	13,934,996	218,551	$	13,935	$	104,519	$	126,480	$	3,691	$	(4,173)	$	244,452
Net income								9,604						9,604
Other comprehensive income, net										8,020				8,020
Cash dividends declared on common stock, $.54 per share								(7,423)						(7,423)
Shares issued for dividend reinvestment plan		(34,700)				82						671		753
Shares issued from treasury and redeemed related to exercise of stock options		(9,652)				(62)						186		124
Restricted stock granted		(55,864)				(1,079)						1,079		0
Forfeiture of restricted stock		3,642				70						(70)		0
Stock-based compensation expense						424								424
Purchase of restricted stock for tax withholding		5,862										(163)		(163)
Balance, June 30, 2020	13,934,996	127,839	$	13,935	$	103,954	$	128,661	$	11,711	$	(2,470)	$	255,791

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Notes to Unaudited Consolidated Financial Statements

1. BASIS OF INTERIM PRESENTATION AND STATUS OF RECENT ACCOUNTING PRONOUNCEMENTS

The consolidated financial statements include the accounts of Citizens & Northern Corporation and its subsidiaries, Citizens & Northern Bank (“C&N Bank”), Bucktail Life Insurance Company and Citizens & Northern Investment Corporation (collectively, “Corporation”). The consolidated financial statements also include C&N Bank’s wholly-owned subsidiaries, C&N Financial Services Corporation and Northern Tier Holding LLC. C&N Bank is the sole member of Northern Tier Holding LLC. All material intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial information included herein, except the consolidated balance sheet dated December 31, 2020, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements. Certain 2020 information has been reclassified for consistency with the 2021 presentation.

Operating results reported for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021 might not be indicative of the results for the year ending December 31, 2021. The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issues Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification (ASC). This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the near future.

Recently Issued But Not Yet Effective Accounting Pronouncements

ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly, ASU 2016-13 requires the use of forward-looking information to form credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, though the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The effect of implementing this ASU is recorded through a cumulative-effect adjustment to retained earnings. The Corporation has formed a cross functional management team and is working with an outside vendor assessing alternative loss estimation methodologies and the Corporation’s data and system needs to evaluate the impact that adoption of this standard will have on the Corporation’s financial condition and results of operations. In November 2019, the FASB approved a delay of the required implementation date of ASU 2016-13 for smaller reporting companies, including the Corporation, resulting in a required implementation date for the Corporation of January 1, 2023.

ASU 2020-04, Reference Rate Reform (Topic 848) provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in ~~Update~~ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. Some specific optional expedients are as follows:

●

Simplifies accounting for contract modifications, including modifications to loans receivable and debt, by prospectively adjusting the effective interest rate.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

●

Simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue.

The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Corporation has formed a cross functional management team to evaluate and implement changes to contracts with rates indexed to LIBOR and expects to apply the amendments prospectively for applicable loan and other contracts within the effective period of ASU 2020-04.

2. BUSINESS COMBINATIONS

Acquisition of Covenant Financial, Inc.

On July 1, 2020, the Corporation completed its acquisition of Covenant Financial, Inc. (“Covenant”). Covenant was the holding company for Covenant Bank, which operated banking offices in Bucks and Chester Counties of Pennsylvania. The Covenant acquisition has contributed significantly to growth in the size of the Corporation’s balance sheet and in net interest income and noninterest expenses.

In connection with the transaction, the Corporation recorded goodwill of $24.1 million and a core deposit intangible asset of $3.1 million. Total loans acquired on July 1, 2020 were valued at $464.2 million, while total deposits assumed were valued at $481.8 million, borrowings were valued at $64.0 million and subordinated debt was valued at $10.1 million. The Corporation acquired available-for-sale debt securities valued at $10.8 million and bank-owned life insurance valued at $11.2 million. The assets purchased and liabilities assumed in the merger were recorded at their estimated fair values at the time of closing, subject to refinement for up to one year after the closing date. There were no adjustments to the fair value measurements of assets acquired or liabilities assumed in the ~~first quarter~~six months ended June 30, 2021.

Merger-related expenses related to the ~~planned~~ acquisition of Covenant totaled ~~$141,000~~$983,000 in the ~~first~~second quarter 2020 and $1,124,000 in the six months ended June 30, 2020. There were 0 merger-related expenses in the six months ended June 30, 2021.

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~~CITIZENS & NORTHERN CORPORATION – FORM 10-Q~~

3. PER SHARE DATA

Basic earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share.

Diluted earnings per common share are calculated under the more dilutive of either the treasury method or the two-class method. Diluted earnings per common share is computed using weighted-average common shares outstanding, plus weighted-average common shares available from the exercise of all dilutive stock options, less the number of shares that could be repurchased with the proceeds of stock option exercises based on the average share price of the Corporation’s common stock during the period.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands, Except Share and Per Share Data)	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020		2021		2020
Basic
Net income	$	8,787	$	4,166	$	7,060	$	5,438	$	15,847	$	9,604
Less: Dividends and undistributed earnings allocated to participating securities		(65)		(20)		(61)		(33)		(126)		(54)
Net income attributable to common shares	$	8,722	$	4,146	$	6,999	$	5,405	$	15,721	$	9,550
Basic weighted-average common shares outstanding		15,850,217		13,685,257		15,868,150		13,710,118		15,859,236		13,697,617
Basic earnings per common share (a)	$	0.55	$	0.30	$	0.44	$	0.39	$	0.99	$	0.70
Diluted
Net income attributable to common shares	$	8,722	$	4,146	$	6,999	$	5,405	$	15,721	$	9,550
Basic weighted-average common shares outstanding		15,850,217		13,685,257		15,868,150		13,710,118		15,859,236		13,697,617
Dilutive effect of potential common stock arising from stock options		4,234		13,981		6,833		2,269		5,922		8,116
Diluted weighted-average common shares outstanding		15,854,451		13,699,238		15,874,983		13,712,387		15,865,158		13,705,733
Diluted earnings per common share (a)	$	0.55	$	0.30	$	0.44	$	0.39	$	0.99	$	0.70
Weighted-average nonvested restricted shares outstanding		118,442		65,533		136,711		88,514		127,627		77,093

(a)	Basic and diluted earnings per share under the two-class method are determined on net income reported on the consolidated statements of income, less earnings allocated to non-vested restricted shares with nonforfeitable dividends (participating securities).

Anti-dilutive stock options are excluded from ~~net income~~earnings per share calculations. There were 0 anti-dilutive instruments in the three-month and six month periods ended ~~March 31, 2021~~June 30, 2021. Weighted-average common shares available from anti-dilutive instruments totaled 39,012 shares in the three-month period ended June 30, 2020 and 19,506 shares in the six-month period ended June 30, 2020.

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~~CITIZENS & NORTHERN CORPORATION – FORM 10-Q~~

4. COMPREHENSIVE INCOME

Comprehensive income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income (loss). The components of other comprehensive income (loss), and the related tax effects, are as follows:

(In Thousands)

Before-Tax

Income Tax

Net-of-Tax

Amount

Effect

Amount
Three Months Ended March 31, 2021






Other comprehensive loss from available-for-sale debt securities,

Unrealized holding losses on available-for-sale debt securities

$
(6,114)

$
1,285

$
(4,829)
Unfunded pension and postretirement obligations:






Changes from plan amendments and actuarial gains and losses

(5)

1

(4)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

(4)

1

(3)
Other comprehensive loss on unfunded retirement obligations

(9)

2

(7)
Total other comprehensive loss

$
(6,123)

$
1,287

$
(4,836)


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Three Months Ended June 30, 2021
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities	$	2,941	$	(619)	$	2,322
Reclassification adjustment for (gains) realized in income		(2)		0		(2)
Other comprehensive income from available-for-sale debt securities		2,939		(619)		2,320
Unfunded pension and postretirement obligations,
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(4)		1		(3)
Other comprehensive loss on unfunded retirement obligations		(4)		1		(3)
Total other comprehensive income	$	2,935	$	(618)	$	2,317

(In Thousands)

Before-Tax

Income Tax

Net-of-Tax

Amount

Effect

Amount
Three Months Ended March 31, 2020






Other comprehensive income from available-for-sale debt securities,

Unrealized holding gains on available-for-sale debt securities

$
7,240

$
(1,521)

$
5,719
Unfunded pension and postretirement obligations:






Changes from plan amendments and actuarial gains and losses

88

(18)

70
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

(8)

2

(6)
Other comprehensive income on unfunded retirement obligations

80

(16)

64
Total other comprehensive income

$
7,320

$
(1,537)

$
5,783

~~The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:~~


		~~Affected Line Item in the~~
~~Description~~		~~Consolidated Statements of Income~~
~~Amortization of prior service cost and net actuarial loss included in net periodic benefit cost (before-tax)~~		~~Other noninterest expense~~
~~Income tax effect~~		~~Income tax provision~~

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Three Months Ended June 30, 2020
Available-for-sale debt securities,
Unrealized holding gains on available-for-sale debt securities	$	2,835	$	(593)	$	2,242
Unfunded pension and postretirement obligations,
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(6)		1		(5)
Total other comprehensive income	$	2,829	$	(592)	$	2,237


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Six Months Ended June 30, 2021
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities	$	(3,173)	$	666	$	(2,507)
Reclassification adjustment for (gains) realized in income		(2)		0		(2)
Other comprehensive loss from available-for-sale debt securities		(3,175)		666		(2,509)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		(5)		1		(4)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(8)		2		(6)
Other comprehensive loss on unfunded retirement obligations		(13)		3		(10)
Total other comprehensive loss	$	(3,188)	$	669	$	(2,519)


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Six Months Ended June 30, 2020
Available-for-sale debt securities,
Unrealized holding gains on available-for-sale debt securities	$	10,075	$	(2,114)	$	7,961
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		88		(18)		70
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(14)		3		(11)
Other comprehensive income on unfunded retirement obligations		74		(15)		59
Total other comprehensive income	$	10,149	$	(2,129)	$	8,020

The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:


		Affected Line Item in the
Description		Consolidated Statements of Income
Reclassification adjustment for (gains) realized in income (before-tax)		Realized gains on available-for-sale debt securities, net
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost (before-tax)		Other noninterest expense
Income tax effect		Income tax provision

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Changes in the components of accumulated other comprehensive income are as follows and are presented net of tax:


(In Thousands)	Unrealized				Accumulated						Accumulated
	Gains		Unfunded		Other		Unrealized		Unfunded		Other
	(Losses)		Retirement		Comprehensive		Gains		Retirement		Comprehensive
	on Securities		Obligations		Income		on Securities		Obligations		Income
Three Months Ended March 31, 2021
Three Months Ended June 30, 2021
Balance, beginning of period	$	11,676	$	119	$	11,795	$	6,847	$	112	$	6,959
Other comprehensive loss during three months ended March 31, 2021		(4,829)		(7)		(4,836)
Other comprehensive income during three months ended June 30, 2021								2,320		(3)		2,317
Balance, end of period	$	6,847	$	112	$	6,959	$	9,167	$	109	$	9,276

Three Months Ended March 31, 2020
Three Months Ended June 30, 2020
Balance, beginning of period	$	3,511	$	180	$	3,691	$	9,230	$	244	$	9,474
Other comprehensive income during three months ended March 31, 2020		5,719		64		5,783
Other comprehensive income during three months ended June 30, 2020								2,242		(5)		2,237
Balance, end of period	$	9,230	$	244	$	9,474	$	11,472	$	239	$	11,711


(In Thousands)	Unrealized				Accumulated
	Gains		Unfunded		Other
	(Losses)		Retirement		Comprehensive
	on Securities		Obligations		Income (Loss)
Six Months Ended June 30, 2021
Balance, beginning of period	$	11,676	$	119	$	11,795
Other comprehensive loss during six months ended June 30, 2021		(2,509)		(10)		(2,519)
Balance, end of period	$	9,167	$	109	$	9,276

Six Months Ended June 30, 2020
Balance, beginning of period	$	3,511	$	180	$	3,691
Other comprehensive income during six months ended June 30, 2020		7,961		59		8,020
Balance, end of period	$	11,472	$	239	$	11,711

5. CASH AND DUE FROM BANKS

Cash and due from banks at ~~March 31,~~June 30, 2021 and December 31, 2020 include the following:


(In Thousands)	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Cash and cash equivalents	$	199,305	$	96,017	$	201,020	$	96,017
Certificates of deposit		7,840		5,840		7,840		5,840
Total cash and due from banks	$	207,145	$	101,857	$	208,860	$	101,857

Certificates of deposit are issues by U.S. banks with original maturities greater than three months. Each certificate of deposit is fully FDIC-insured. The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit.

Historically, C&N Bank has been required to maintain reserves against deposit liabilities in the form of cash and balances with the Federal Reserve Bank of Philadelphia. The reserves are based on deposit levels, account activity, and other services provided by the Federal Reserve Bank. In March 2020, the Federal Reserve Board reduced reserve requirements for U.S. banks to 0%. Accordingly, C&N Bank had 0 required reserves at ~~March 31,~~June 30, 2021 and December 31, 2020.

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6. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at ~~March 31,~~June 30, 2021 and December 31, 2020 are summarized as follows:


(In Thousands)	March 31, 2021								June 30, 2021
			Gross		Gross						Gross		Gross
			Unrealized		Unrealized						Unrealized		Unrealized
	Amortized		Holding		Holding		Fair		Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

Obligations of the U.S. Treasury	$	15,117	$	2	$	(34)	$	15,085	$	22,981	$	106	$	(14)	$	23,073
Obligations of U.S. Government agencies		24,763		670		(441)		24,992		24,764		866		(257)		25,373
Obligations of states and political subdivisions:
Tax-exempt		120,974		4,487		(343)		125,118		127,122		5,258		(70)		132,310
Taxable		51,823		1,397		(682)		52,538		58,921		1,849		(242)		60,528
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		38,790		1,099		(132)		39,757		50,397		1,039		(108)		51,328
Residential collateralized mortgage obligations		52,715		1,299		(43)		53,971	��	44,536		1,042		(3)		45,575
Commercial mortgage-backed securities		53,528		1,949		(562)		54,915		51,555		2,334		(195)		53,694
Total available-for-sale debt securities	$	357,710	$	10,903	$	(2,237)	$	366,376	$	380,276	$	12,494	$	(889)	$	391,881


(In Thousands)	December 31, 2020
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value

Obligations of the U.S. Treasury	$	12,184	$	0	$	(2)	$	12,182
Obligations of U.S. Government agencies		25,349		1,003		(8)		26,344
Obligations of states and political subdivisions:
Tax-exempt		116,427		6,000		(26)		122,401
Taxable		45,230		2,246		(24)		47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		36,853		1,323		0		38,176
Residential collateralized mortgage obligations		56,048		1,428		(9)		57,467
Commercial mortgage-backed securities		42,461		2,849		0		45,310
Total available-for-sale debt securities	$	334,552	$	14,849	$	(69)	$	349,332

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The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions that are not deemed to be other-than-temporarily impaired, aggregated by length of time that individual securities have been in a continuous unrealized loss position at ~~March 31,~~June 30, 2021 and December 31, 2020:


March 31, 2021	Less Than 12 Months				12 Months or More				Total
June 30, 2021													Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	9,003	$	(34)	$	0	$	0	$	9,003	$	(34)	$	6,994	$	(14)	$	0	$	0	$	6,994	$	(14)
Obligations of U.S. Government agencies		12,058		(441)		0		0		12,058		(441)		12,242		(257)		0		0		12,242		(257)
Obligations of states and political subdivisions:
Tax-exempt		26,916		(343)		0		0		26,916		(343)		11,127		(70)		0		0		11,127		(70)
Taxable		19,588		(661)		524		(21)		20,112		(682)		11,957		(230)		531		(12)		12,488		(242)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies,
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		9,884		(132)		0		0		9,884		(132)		19,905		(108)		0		0		19,905		(108)
Residential collateralized mortgage obligations		5,228		(43)		0		0		5,228		(43)		5,210		(3)		0		0		5,210		(3)
Commercial mortgage-backed securities		10,624		(562)		0		0		10,624		(562)		7,987		(195)		0		0		7,987		(195)
Total temporarily impaired available for sale debt securities	$	93,301	$	(2,216)	$	524	$	(21)	$	93,825	$	(2,237)
Total temporarily impaired available-for-sale debt securities													$	75,422	$	(877)	$	531	$	(12)	$	75,953	$	(889)


December 31, 2020	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	9,159	$	(2)	$	0	$	0	$	9,159	$	(2)
Obligations of U.S. Government agencies		4,992		(8)		0		0		4,992		(8)
Obligations of states and political subdivisions:
Tax-exempt		3,811		(26)		0		0		3,811		(26)
Taxable		5,235		(24)		0		0		5,235		(24)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies,
Residential collateralized mortgage obligations		2,861		(9)		0		0		2,861		(9)
Total temporarily impaired available-for-sale debt securities	$	26,058	$	(69)	$	0	$	0	$	26,058	$	(69)

Gross realized gains and losses from available-for-sale debt securities were as follows:


(In Thousands)	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020		2021		2020
Gross realized gains from sales	$	0	$	52	$	4	$	0	$	4	$	52
Gross realized losses from sales		0		(52)		(2)		0		(2)		(52)
Net realized gains	$	0	$	0	$	2	$	0	$	2	$	0

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The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of ~~March 31,~~June 30, 2021. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.


(In Thousands)	March 31, 2021				June 30, 2021
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	14,667	$	14,760	$	14,515	$	14,605
Due from one year through five years		45,128		46,421		48,413		49,640
Due from five years through ten years		51,245		52,787		55,176		57,185
Due after ten years		101,637		103,765		115,684		119,854
Sub-total		212,677		217,733		233,788		241,284
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		38,790		39,757		50,397		51,328
Residential collateralized mortgage obligations		52,715		53,971		44,536		45,575
Commercial mortgage-backed securities		53,528		54,915		51,555		53,694
Total	$	357,710	$	366,376	$	380,276	$	391,881

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

Investment securities carried at ~~$254,860,000~~$250,123,000 at ~~March 31,~~June 30, 2021 and $247,373,000 at December 31, 2020 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law. See Note 9 for information concerning securities pledged to secure borrowing arrangements and Note 12 for information related to securities pledged against interest rate swap obligations.

Management evaluates securities for other-than-temporary impairment ~~(OTTI)~~(“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Corporation intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery.

A summary of information management considered in evaluating debt and equity securities for ~~other-than-temporary impairment (“OTTI”)~~OTTI at ~~March 31,~~June 30, 2021 is provided below.

Debt Securities

At ~~March 31,~~June 30, 2021 and December 31, 2020, management performed an assessment for possible OTTI of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Corporation’s investment, as well as management’s perception of the credit risk associated with each security. Based on the results of the assessment, management believes impairment of debt securities at ~~March 31,~~June 30, 2021 and December 31, 2020 to be temporary.

Equity Securities

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in FHLB-Pittsburgh stock, included in Other Assets in the consolidated balance sheets, was ~~$9,609,000~~$9,350,000 at ~~March 31,~~June 30, 2021 and $9,720,000 at December 31, 2020. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at ~~March 31,~~June 30, 2021 and December 31, 2020. In making this determination, management concluded that recovery of total

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outstanding par value, which equals the carrying value, is expected. The decision was based on review of financial information that FHLB-Pittsburgh has made publicly available.

The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of ~~$982,000~~$985,000 at ~~March 31,~~June 30, 2021 and $1,000,000 at December 31, 2020, consisting exclusively of 1 mutual fund. There was an unrealized loss on the mutual fund of ~~$18,000~~$15,000 at ~~March 31,~~June 30, 2021 and 0 unrealized gain or loss on the mutual fund at December 31, 2020. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.

7. LOANS

The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at ~~March 31,~~June 30, 2021 and December 31, 2020 are summarized by segment, and by classes within each segment, as follows:

Summary of Loans by Type

(In Thousands)


	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Commercial:
Commercial loans secured by real estate	$	524,886	$	531,810	$	544,202	$	531,810
Commercial and industrial		155,828		159,577		158,907		159,577
Paycheck Protection Program - 1st Draw		71,708		132,269		37,902		132,269
Paycheck Protection Program - 2nd Draw		66,127		0		72,409		0
Political subdivisions		49,860		53,221		48,849		53,221
Commercial construction and land		45,307		42,874		43,178		42,874
Loans secured by farmland		10,897		11,736		10,950		11,736
Multi-family (5 or more) residential		54,049		55,811		51,916		55,811
Agricultural loans		2,460		3,164		2,379		3,164
Other commercial loans		16,315		17,289		14,711		17,289
Total commercial		997,437		1,007,751		985,403		1,007,751
Residential mortgage:
Residential mortgage loans - first liens		518,392		532,947		507,579		532,947
Residential mortgage loans - junior liens		25,402		27,311		25,287		27,311
Home equity lines of credit		39,083		39,301		39,432		39,301
1-4 Family residential construction		18,376		20,613		23,567		20,613
Total residential mortgage		601,253		620,172		595,865		620,172
Consumer		15,897		16,286		16,588		16,286
Total		1,614,587		1,644,209		1,597,856		1,644,209
Less: allowance for loan losses		(11,661)		(11,385)		(12,375)		(11,385)
Loans, net	$	1,602,926	$	1,632,824	$	1,585,481	$	1,632,824

In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of ~~$7,388,000~~$7,044,000 at ~~March 31,~~June 30, 2021 and $6,286,000 at December 31, 2020.

The Corporation grants loans to individuals as well as commercial and tax-exempt entities. Commercial, residential and personal loans are made to customers geographically concentrated in northcentral Pennsylvania, the southern tier of New York State and southeastern Pennsylvania. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within the region.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is a $2 trillion stimulus package designed to provide relief to U.S. businesses and consumers struggling as a result of the pandemic. A provision in the CARES Act includes creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration

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(“SBA”) and Treasury Department. Under the PPP, the Corporation, as an SBA-certified lender, provides SBA-guaranteed loans to small businesses to pay their employees, rent, mortgage interest, and utilities. PPP loans will be forgiven subject to clients’ providing documentation evidencing their compliant use of funds and otherwise complying with the terms of the program. Information related to PPP loans advanced pursuant to the CARES Act are labeled “1st Draw” within the tables.

Section 4013 of the CARES Act provides that, from the period beginning March 1, 2020 until 60 days after the date on which the national emergency concerning the coronavirus (COVID-19) pandemic declared by the President of the United States under the National Emergencies Act terminates (the “applicable period”), the Corporation may elect to suspend U.S. GAAP for loan modifications related to the pandemic that would otherwise be categorized as troubled debt restructurings (TDRs) and suspend any determination of a loan modified as a result of the effects of the pandemic as being a TDR, including impairment for accounting purposes. The suspension is applicable for the term of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. The suspension is not applicable to any adverse impact on the credit of a borrower that is not related to the pandemic.

In addition, the banking regulators and other financial regulators, on March 22, 2020 and revised April 7, 2020, issued a joint interagency statement titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic. Pursuant to the interagency statement, loan modifications that do not meet the conditions of Section 4013 of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. Specifically, the agencies confirmed with the FASB staff that short-term modifications made in good faith in response to the pandemic to borrowers who were current prior to any relief are not TDRs under U.S. GAAP. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. Appropriate allowances for loan and lease losses are expected to be maintained. With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to the pandemic as past due because of the deferral. The interagency statement also states that during short-term pandemic-related loan modifications, these loans generally should not be reported as nonaccrual.

On December 27, 2020, the President of the United States signed into law the Consolidated Appropriations Act, 2021 (the “CAA”), which both funds the federal government until September 30, 2021 and broadly addresses additional COVID-19 responses and relief. Among the additional relief measures included are certain extensions to elements of the CARES Act, including extension of temporary relief from troubled debt restructurings established under Section 4013 of the CARES Act to the earlier of a) January 1, 2022, or b) the date that is 60 days after the date on which the national COVID-19 emergency terminates. The CAA also includes additional funding for the PPP with additional eligibility requirements for borrowers with generally the same loan terms as provided under the CARES Act. Information related to PPP loans advanced pursuant to the CAA are labeled “2nd Draw” within the tables.

The maximum term of PPP loans is five years. Most of the Corporation’s 1st Draw PPP loans have two-year terms, while 2nd Draw PPP loans have five-year terms and the Corporation will be repaid sooner to the extent the loans are forgiven. The interest rate on PPP loans is 1%, and the Corporation has received fees from the SBA ranging between 1% and 5% per loan, depending on the size of the loan. Fees on PPP loans, net of origination costs and a market rate adjustment on PPP loans acquired from Covenant, are recognized in interest income as a yield adjustment over the term of the loans.

The Corporation began accepting and processing applications for loans under the PPP on April 3, 2020. Covenant also engaged in PPP lending starting in early April 2020. As of ~~March 31,~~June 30, 2021, the recorded investment in 1st Draw PPP loans was ~~$71,708,000,~~$37,902,000, including contractual principal balances of ~~$72,987,000,~~$38,706,000, increased by a market rate adjustment on PPP loans acquired from Covenant of ~~$164,000~~$50,000 and reduced by net deferred origination fees of ~~$1,443,000.~~$854,000. The recorded investment in 2nd Draw PPP loans was ~~$66,127,000,~~$72,409,000, including contractual principal balances of ~~$69,000,000~~$75,446,000 reduced by net deferred origination fees of ~~$2,873,000.~~$3,037,000. Accretion of fees received on 1st Draw PPP loans, net of amortization of the market rate adjustment on PPP loans acquired from Covenant, was ~~$1,548,000~~$722,000 and the accretion of fees on 2nd Draw PPP loans was ~~$97,000~~$200,000 in the three-month period ended ~~March 31,~~June 30, 2021. For the six-month period ended June 30, 2021, accretion of fees received on 1st Draw PPP loans, net of amortization of the market rate adjustment on PPP loans acquired from Covenant, was $2,270,000 and the accretion of fees on 2nd Draw PPP loans was $297,000. For the three-month and six-month periods ended June 30, 2020, accretion of fees on 1st draw PPP loans was $337,000.

To work with clients impacted by COVID-19, the Corporation is offering short-term loan modifications on a case-by-case basis to borrowers who were current in their payments at the inception of the loan modification program. Prior to the merger, Covenant had a similar program in place, and these modified loans have been incorporated into the Corporation’s program. These efforts have been designed to assist borrowers as they deal with the current crisis and help the Corporation mitigate credit risk. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payments at the end of the modification period and the

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similar program in place, and these modified loans have been incorporated into the Corporation’s program. These efforts have been designed to assist borrowers as they deal with the crisis and help the Corporation mitigate credit risk. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payments at the end of the modification period and the deferred amounts will be moved to the end of the loan term. Consistent with Section 4013 of the CARES Act, the modified loans have not been reported as past due, nonaccrual or as TDRs at ~~March 31,~~June 30, 2021. Most of the initial modifications under the program became effective in March 2020 or the second quarter 2020 and provided a deferral of interest or principal and interest for 90-to-180 days. Many of the loans for which deferrals were granted returned to full payment status prior to ~~March 31,~~June 30, 2021, while additional deferrals have been granted on certain loans.

At June 30, 2021, there were 12 loans in deferral status subject to CARES Act Section 4013 guidance with a total recorded investment of $6.7 million. Total loans in deferral status at June 30, 2021 is down from $26.0 million at March 31, 2021 and down significantly from 693 loans and $241.2 million (including 152 loans and $82.5 million reported by Covenant) at June 30, 2020. The amount of loans in deferral status has fallen over the past several quarters as the local and U.S. economy has reopened. The quantity and balances of modifications outstanding under the program and a summary of their risk ratings at ~~March 31,~~June 30, 2021 are as follows:


	Deferrals Remaining											Deferrals Remaining
	As of March 31, 2021											As of June 30, 2021
(Dollars in Thousands)	Number							Purchased				Number					Purchased
	of			Special				Credit				of			Special		Credit
	Loans	Pass		Mention		Substandard		Impaired		Total		Loans	Pass		Mention		Impaired		Total
COVID-19-related loan modifications:
Commercial
Accommodation and food services - hotels	5	$	9,186	$	10,349	$	0	$	0	$	19,535	1	$	0	$	3,094	$	0	$	3,094
Lessors of residential buildings and dwellings	3		0		0		55		1,557		1,612	3		113		0		1,557		1,670
Lessors of nonresidential buildings (except miniwarehouses)	1		0		0		0		1,411		1,411
Transportation and warehousing	4		1,197		0		0		0		1,197	4		1,197		0		0		1,197
Religious organizations	2		757		0		0		0		757
Real estate rental and leasing - other	1		438		0		0		0		438	1		438		0		0		438
Total commercial	16		11,578		10,349		55		2,968		24,950	9		1,748		3,094		1,557		6,399
Residential mortgage	9		619		0		475		0		1,094	3		254		0		0		254
Consumer	0		0		0		0		0		0
Total	25	$	12,197	$	10,349	$	530	$	2,968	$	26,044	12	$	2,002	$	3,094	$	1,557	$	6,653

For the loans in the table above, the deferral periods as of ~~March 31,~~June 30, 2021 expire in the ~~second or~~ third ~~quarters~~quarter of 2021. The Corporation will continue to evaluate requests for additional deferrals on a case-by-case basis.

The ultimate effect of COVID-19 on the local or broader economy is not known. In June, September and December 2020, and March 2021, the Corporation’s credit administration and commercial lending staffs performed reviews of commercial credits with “Pass” ratings in an effort to reduce the risk of failing to identify loans that should be evaluated for risk rating downgrade or a specific allowance. Updated risk ratings and specific allowances based on that review have been included in the March 31, 2021 information presented below. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its economic impact, the total impact on the Corporation’s loan portfolio is not determinable.

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As described in Note 2, effective July 1, 2020, the Corporation acquired loans pursuant to its acquisition of Covenant, and effective April 1, 2019, the Corporation acquired loans pursuant to the acquisition of Monument Bancorp, Inc. (“Monument”). The acquired loans were recorded at their initial fair value, with adjustments made to the gross amortized cost of loans based on movements in interest rates (market rate adjustment) and based on credit fair value adjustments on non-impaired loans and impaired loans. InSubsequent to the ~~last three quarters of 2019 and in 2020,~~acquisitions, the Corporation has recognized amortization and accretion of a portion of the market rate adjustments and credit adjustments on non-impaired (performing) loans, and a partial recovery of purchased credit impaired (PCI) loans. For the three-month and six-month periods ended ~~March 31,~~June 30, 2021 and 2020, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:


(In Thousands)
	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020		2021		2020
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	718	$	(1,415)	$	352	$	(1,268)	$	718	$	(1,415)
(Amortization) accretion recognized in interest income		(366)		147		(357)		165		(723)		312
Adjustments to gross amortized cost of loans at end of period	$	352	$	(1,268)	$	(5)	$	(1,103)	$	(5)	$	(1,103)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(5,979)	$	(1,216)	$	(5,182)	$	(1,011)	$	(5,979)	$	(1,216)
Accretion recognized in interest income		797		205		680		133		1,477		338
Adjustments to gross amortized cost of loans at end of period	$	(5,182)	$	(1,011)	$	(4,502)	$	(878)	$	(4,502)	$	(878)

A summary of PCI loans held at ~~March 31,~~June 30, 2021 and December 31, 2020 is as follows:


(In Thousands)	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Outstanding balance	$	10,256	$	10,316	$	10,189	$	10,316
Carrying amount		6,781		6,841		6,733		6,841

The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. In the process of evaluating the loan portfolio, management also considers the Corporation’s exposure to losses from unfunded loan commitments. As of ~~March 31,~~June 30, 2021 and December 31, 2020, management determined that 0 allowance for credit losses related to unfunded loan commitments was required.

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Transactions within the allowance for loan losses, summarized by segment and class, for the three-month and six-month periods ended ~~March 31,~~June 30, 2021 and 2020 were as follows:


Three Months Ended March 31, 2021	December 31, 2020								March 31, 2021
Three Months Ended June 30, 2021											March 31, 2021								June 30, 2021
(In Thousands)	Balance		Charge-offs		Recoveries		Provision (Credit)		Balance		Balance		Charge-offs		Recoveries		Provision (Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	3,051	$	0	$	0	$	299	$	3,350	$	3,350	$	0	$	2	$	100	$	3,452
Commercial and industrial		2,245		0		14		(72)		2,187		2,187		0		0		594		2,781
Commercial construction and land		454		0		0		22		476		476		0		0		(24)		452
Loans secured by farmland		120		0		0		(9)		111		111		0		0		2		113
Multi-family (5 or more) residential		236		0		0		19		255		255		0		0		(105)		150
Agricultural loans		34		0		0		(8)		26		26		0		0		(1)		25
Other commercial loans		168		0		0		(9)		159		159		0		0		(14)		145
Total commercial		6,308		0		14		242		6,564		6,564		0		2		552		7,118
Residential mortgage:
Residential mortgage loans - first liens		3,524		0		1		(18)		3,507		3,507		(11)		1		39		3,536
Residential mortgage loans - junior liens		349		0		0		(15)		334		334		0		0		(7)		327
Home equity lines of credit		281		0		1		(1)		281		281		0		1		12		294
1-4 Family residential construction		99		0		0		(21)		78		78		0		0		120		198
Total residential mortgage		4,253		0		2		(55)		4,200		4,200		(11)		2		164		4,355
Consumer		239		(11)		12		(20)		220		220		(36)		13		34		231
Unallocated		585		0		0		92		677		677		0		0		(6)		671
Total Allowance for Loan Losses	$	11,385	$	(11)	$	28	$	259	$	11,661	$	11,661	$	(47)	$	17	$	744	$	12,375


Three Months Ended March 31, 2020	December 31, 2019								March 31, 2020
Three Months Ended June 30, 2020											March 31, 2020								June 30, 2020
(In Thousands)	Balance		Charge-offs		Recoveries		Provision (Credit)		Balance		Balance		Charge-offs		Recoveries		Provision (Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	1,921	$	0	$	0	$	11	$	1,932	$	1,932	$	0	$	0	$	494	$	2,426
Commercial and industrial		1,391		(17)		0		1,271		2,645		2,645		0		0		(149)		2,496
Commercial construction and land		966		0		0		4		970		970		(107)		0		(443)		420
Loans secured by farmland		158		0		0		(14)		144		144		0		0		2		146
Multi-family (5 or more) residential		156		0		0		43		199		199		0		0		(36)		163
Agricultural loans		41		0		0		(2)		39		39		0		0		1		40
Other commercial loans		155		0		0		5		160		160		0		0		7		167
Total commercial		4,788		(17)		0		1,318		6,089		6,089		(107)		0		(124)		5,858
Residential mortgage:
Residential mortgage loans - first liens		3,405		0		1		166		3,572		3,572		0		1		(42)		3,531
Residential mortgage loans - junior liens		384		0		1		29		414		414		0		0		(49)		365
Home equity lines of credit		276		0		1		1		278		278		0		1		8		287
1-4 Family residential construction		117		0		0		2		119		119		0		0		18		137
Total residential mortgage		4,182		0		3		198		4,383		4,383		0		2		(65)		4,320
Consumer		281		(31)		11		12		273		273		(39)		16		13		263
Unallocated		585		0		0		0		585		585		0		0		0		585
Total Allowance for Loan Losses	$	9,836	$	(48)	$	14	$	1,528	$	11,330	$	11,330	$	(146)	$	18	$	(176)	$	11,026

For the three months ended ~~March 31,~~June 30, 2021, the provision for loan losses was ~~$259,000, a decrease~~$744,000, an increase in expense of ~~$1,269,000~~$920,000 as compared to the credit for loan losses of $176,000 for the three months ended ~~March 31,~~June 30, 2020. ~~In the first three months of 2020, the~~The second quarter 2021 provision included a net charge of $383,000 related to specific loans (net increase in specific allowances on loans of $353,000 and net charge-offs of $30,000), an increase of $367,000 in the ~~effects~~collectively determined portion of ~~recording~~the allowance and a ~~specific allowance~~$6,000 decrease in the unallocated portion. The credit for loan losses in the second quarter 2020 included the benefit of ~~$1,193,000 on~~repayment of a ~~commercial~~ loan for ~~which a charge-off of $2,219,000 was subsequently recorded in~~less than the ~~third quarter 2020.~~full principal balance,

2021

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

resulting in a charge-off of $107,000 on a commercial loan for which an allowance for loan losses of $674,000 had been recorded at March 31, 2020.


	December 31,								June 30,
Six Months Ended June 30, 2021	2020						Provision		2021
(In Thousands)	Balance		Charge-offs		Recoveries		(Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	3,051	$	0	$	2	$	399	$	3,452
Commercial and industrial		2,245		0		14		522		2,781
Commercial construction and land		454		0		0		(2)		452
Loans secured by farmland		120		0		0		(7)		113
Multi-family (5 or more) residential		236		0		0		(86)		150
Agricultural loans		34		0		0		(9)		25
Other commercial loans		168		0		0		(23)		145
Total commercial		6,308		0		16		794		7,118
Residential mortgage:
Residential mortgage loans - first liens		3,524		(11)		2		21		3,536
Residential mortgage loans - junior liens		349		0		0		(22)		327
Home equity lines of credit		281		0		2		11		294
1-4 Family residential construction		99		0		0		99		198
Total residential mortgage		4,253		(11)		4		109		4,355
Consumer		239		(47)		25		14		231
Unallocated		585		0		0		86		671
Total Allowance for Loan Losses	$	11,385	$	(58)	$	45	$	1,003	$	12,375


	December 31,								June 30,
Six Months Ended June 30, 2020	2019						Provision		2020
(In Thousands)	Balance		Charge-offs		Recoveries		(Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	1,921	$	0	$	0	$	505	$	2,426
Commercial and industrial		1,391		(17)		0		1,122		2,496
Commercial construction and land		966		(107)		0		(439)		420
Loans secured by farmland		158		0		0		(12)		146
Multi-family (5 or more) residential		156		0		0		7		163
Agricultural loans		41		0		0		(1)		40
Other commercial loans		155		0		0		12		167
Total commercial		4,788		(124)		0		1,194		5,858
Residential mortgage:
Residential mortgage loans - first liens		3,405		0		2		124		3,531
Residential mortgage loans - junior liens		384		0		1		(20)		365
Home equity lines of credit		276		0		2		9		287
1-4 Family residential construction		117		0		0		20		137
Total residential mortgage		4,182		0		5		133		4,320
Consumer		281		(70)		27		25		263
Unallocated		585		0		0		0		585
Total Allowance for Loan Losses	$	9,836	$	(194)	$	32	$	1,352	$	11,026

For the six months ended June 30, 2021, the provision for loan losses was $1,003,000, a decrease in expense of $349,000 as compared to $1,352,000 recorded for the first six months ended June 30, 2020. The provision for the six months ended June 30, 2021, includes a net charge of $565,000 related to specific loans (increase in specific allowances on loans of $552,000 and net charge-offs of $13,000),

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

an increase of $352,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion. In comparison, the provision for loan losses in the first six months of 2020 included the effects of recording a specific allowance of $1,193,000 on a commercial loan for which a charge-off of $2,219,000 was subsequently recorded in the third quarter 2020.

In determining the larger loan relationships for detailed assessment under the specific allowance component, the Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Risk ratings are updated any time that conditions or the situation warrants. Loans not classified are included in the “Pass” column in the table that follows.

The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of ~~March 31,~~June 30, 2021 and December 31, 2020:

March 31, 2021









Purchased


(In Thousands)

Special

Credit

Pass

Mention

Substandard

Doubtful

Impaired

Total
Commercial:

Commercial loans secured by real estate

$
485,821

$
18,419

$
16,371

$
0

$
4,275

$
524,886
Commercial and Industrial

139,780

8,627

6,537

95

789

155,828
Paycheck Protection Program - 1st Draw

71,708

0

0

0

0

71,708
Paycheck Protection Program - 2nd Draw

66,127

0

0

0

0

66,127
Political subdivisions

49,860

0

0

0

0

49,860
Commercial construction and land

44,543

715

49

0

0

45,307
Loans secured by farmland

9,657

397

843

0

0

10,897
Multi-family (5 or more) residential

49,204

2,380

887

0

1,578

54,049
Agricultural loans

1,880

0

580

0

0

2,460
Other commercial loans

16,315

0

0

0

0

16,315
Total commercial

934,895

30,538

25,267

95

6,642

997,437
Residential Mortgage:












Residential Mortgage loans - first liens

501,338

5,397

11,583

0

74

518,392
Residential Mortgage loans - junior liens

24,601

132

604

0

65

25,402
Home equity lines of credit

38,326

59

698

0

0

39,083
1-4 Family residential construction

18,376

0

0

0

0

18,376
Total residential mortgage

582,641

5,588

12,885

0

139

601,253
Consumer

15,784

0

113

0

0

15,897
Totals

$
1,533,320

$
36,126

$
38,265

$
95

$
6,781

$
1,614,587

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~~CITIZENS & NORTHERN CORPORATION – FORM 10-Q~~

December 31, 2020









Purchased


(In Thousands)

Special

Credit

Pass

Mention

Substandard

Doubtful

Impaired

Total
Commercial:

Commercial loans secured by real estate

$
494,876

$
17,374

$
15,262

$
0

$
4,298

$
531,810
Commercial and Industrial

143,500

8,025

7,268

0

784

159,577
Paycheck Protection Program - 1st Draw

132,269

0

0

0

0

132,269
Political subdivisions

53,221

0

0

0

0

53,221
Commercial construction and land

42,110

715

49

0

0

42,874
Loans secured by farmland

10,473

405

858

0

0

11,736
Multi-family (5 or more) residential

50,563

2,405

1,229

0

1,614

55,811
Agricultural loans

2,569

0

595

0

0

3,164
Other commercial loans

17,289

0

0

0

0

17,289
Total commercial

946,870

28,924

25,261

0

6,696

1,007,751
Residential Mortgage:












Residential Mortgage loans - first liens

516,685

6,192

9,994

0

76

532,947
Residential Mortgage loans - junior liens

26,480

141

621

0

69

27,311
Home equity lines of credit

38,529

59

713

0

0

39,301
1-4 Family residential construction

20,613

0

0

0

0

20,613
Total residential mortgage

602,307

6,392

11,328

0

145

620,172
Consumer

16,172

0

114

0

0

16,286
Totals

$
1,565,349

$
35,316

$
36,703

$
0

$
6,841

$
1,644,209

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~~CITIZENS & NORTHERN CORPORATION – FORM 10-Q~~

The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of March 31, 2021 and December 31, 2020.


March 31, 2021	Loans:						Allowance for Loan Losses:
June 30, 2021																					Purchased
(In Thousands)															Special						Credit
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals		Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	12,749	$	512,137	$	524,886	$	899	$	2,451	$	3,350	$	504,470	$	15,967	$	19,529	$	0	$	4,236	$	544,202
Commercial and industrial		1,422		154,406		155,828		71		2,116		2,187
Commercial and Industrial														143,810		7,585		6,731		0		781		158,907
Paycheck Protection Program - 1st Draw		0		71,708		71,708		0		0		0		37,902		0		0		0		0		37,902
Paycheck Protection Program - 2nd Draw		0		66,127		66,127		0		0		0		72,409		0		0		0		0		72,409
Political subdivisions		0		49,860		49,860		0		0		0		48,849		0		0		0		0		48,849
Commercial construction and land		0		45,307		45,307		0		476		476		42,415		715		48		0		0		43,178
Loans secured by farmland		84		10,813		10,897		0		111		111		9,735		390		825		0		0		10,950
Multi-family (5 or more) residential		1,578		52,471		54,049		0		255		255		47,089		2,367		882		0		1,578		51,916
Agricultural loans		0		2,460		2,460		0		26		26		1,810		0		569		0		0		2,379
Other commercial loans		0		16,315		16,315		0		159		159		14,704		7		0		0		0		14,711
Total commercial		15,833		981,604		997,437		970		5,594		6,564		923,193		27,031		28,584		0		6,595		985,403
Residential mortgage:
Residential Mortgage:
Residential mortgage loans - first liens		1,920		516,472		518,392		8		3,499		3,507		492,636		5,335		9,535		0		73		507,579
Residential mortgage loans - junior liens		405		24,997		25,402		146		188		334		24,485		125		612		0		65		25,287
Home equity lines of credit		0		39,083		39,083		0		281		281		38,739		59		634		0		0		39,432
1-4 Family residential construction		0		18,376		18,376		0		78		78		23,567		0		0		0		0		23,567
Total residential mortgage		2,325		598,928		601,253		154		4,046		4,200		579,427		5,519		10,781		0		138		595,865
Consumer		0		15,897		15,897		0		220		220		16,476		0		112		0		0		16,588
Unallocated												677

Total	$	18,158	$	1,596,429	$	1,614,587	$	1,124	$	9,860	$	11,661
Totals													$	1,519,096	$	32,550	$	39,477	$	0	$	6,733	$	1,597,856

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


December 31, 2020									Purchased
(In Thousands)			Special						Credit
	Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	494,876	$	17,374	$	15,262	$	0	$	4,298	$	531,810
Commercial and Industrial		143,500		8,025		7,268		0		784		159,577
Paycheck Protection Program - 1st Draw		132,269		0		0		0		0		132,269
Political subdivisions		53,221		0		0		0		0		53,221
Commercial construction and land		42,110		715		49		0		0		42,874
Loans secured by farmland		10,473		405		858		0		0		11,736
Multi-family (5 or more) residential		50,563		2,405		1,229		0		1,614		55,811
Agricultural loans		2,569		0		595		0		0		3,164
Other commercial loans		17,289		0		0		0		0		17,289
Total commercial		946,870		28,924		25,261		0		6,696		1,007,751
Residential Mortgage:
Residential Mortgage loans - first liens		516,685		6,192		9,994		0		76		532,947
Residential Mortgage loans - junior liens		26,480		141		621		0		69		27,311
Home equity lines of credit		38,529		59		713		0		0		39,301
1-4 Family residential construction		20,613		0		0		0		0		20,613
Total residential mortgage		602,307		6,392		11,328		0		145		620,172
Consumer		16,172		0		114		0		0		16,286
Totals	$	1,565,349	$	35,316	$	36,703	$	0	$	6,841	$	1,644,209

The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of June 30, 2021 and December 31, 2020.


June 30, 2021	Loans:						Allowance for Loan Losses:
(In Thousands)
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals
Commercial:
Commercial loans secured by real estate	$	11,400	$	532,802	$	544,202	$	683	$	2,769	$	3,452
Commercial and industrial		4,654		154,253		158,907		654		2,127		2,781
Paycheck Protection Program - 1st Draw		0		37,902		37,902		0		0		0
Paycheck Protection Program - 2nd Draw		0		72,409		72,409		0		0		0
Political subdivisions		0		48,849		48,849		0		0		0
Commercial construction and land		0		43,178		43,178		0		452		452
Loans secured by farmland		84		10,866		10,950		0		113		113
Multi-family (5 or more) residential		1,578		50,338		51,916		0		150		150
Agricultural loans		0		2,379		2,379		0		25		25
Other commercial loans		0		14,711		14,711		0		145		145
Total commercial		17,716		967,687		985,403		1,337		5,781		7,118
Residential mortgage:
Residential mortgage loans - first liens		1,027		506,552		507,579		0		3,536		3,536
Residential mortgage loans - junior liens		403		24,884		25,287		140		187		327
Home equity lines of credit		0		39,432		39,432		0		294		294
1-4 Family residential construction		0		23,567		23,567		0		198		198
Total residential mortgage		1,430		594,435		595,865		140		4,215		4,355
Consumer		0		16,588		16,588		0		231		231
Unallocated												671

Total	$	19,146	$	1,578,710	$	1,597,856	$	1,477	$	10,227	$	12,375

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


December 31, 2020	Loans:						Allowance for Loan Losses:
(In Thousands)
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals
Commercial:
Commercial loans secured by real estate	$	11,962	$	519,848	$	531,810	$	692	$	2,359	$	3,051
Commercial and industrial		1,359		158,218		159,577		71		2,174		2,245
Paycheck Protection Program - 1st Draw		0		132,269		132,269		0		0		0
Political subdivisions		0		53,221		53,221		0		0		0
Commercial construction and land		0		42,874		42,874		0		454		454
Loans secured by farmland		84		11,652		11,736		0		120		120
Multi-family (5 or more) residential		1,614		54,197		55,811		0		236		236
Agricultural loans		0		3,164		3,164		0		34		34
Other commercial loans		0		17,289		17,289		0		168		168
Total commercial		15,019		992,732		1,007,751		763		5,545		6,308
Residential mortgage:
Residential mortgage loans - first liens		2,385		530,562		532,947		9		3,515		3,524
Residential mortgage loans - junior liens		414		26,897		27,311		153		196		349
Home equity lines of credit		0		39,301		39,301		0		281		281
1-4 Family residential construction		0		20,613		20,613		0		99		99
Total residential mortgage		2,799		617,373		620,172		162		4,091		4,253
Consumer		0		16,286		16,286		0		239		239
Unallocated												585

Total	$	17,818	$	1,626,391	$	1,644,209	$	925	$	9,875	$	11,385

Summary information related to impaired loans at ~~March 31,~~June 30, 2021 and December 31, 2020 is provided in the table immediately below.


(In Thousands)	March 31, 2021						December 31, 2020						June 30, 2021						December 31, 2020
	Unpaid						Unpaid						Unpaid						Unpaid
	Principal		Recorded		Related		Principal		Recorded		Related		Principal		Recorded		Related		Principal		Recorded		Related
	Balance		Investment		Allowance		Balance		Investment		Allowance		Balance		Investment		Allowance		Balance		Investment		Allowance
With no related allowance recorded:
Commercial loans secured by real estate	$	6,731	$	4,961	$	0	$	7,168	$	5,398	$	0	$	6,667	$	4,909	$	0	$	7,168	$	5,398	$	0
Commercial and industrial		1,844		1,350		0		1,781		1,287		0		1,636		1,235		0		1,781		1,287		0
Residential mortgage loans - first liens		731		731		0		1,248		1,248		0		736		648		0		1,248		1,248		0
Residential mortgage loans - junior liens		155		100		0		160		105		0		151		98		0		160		105		0
Loans secured by farmland		84		84		0		84		84		0		84		84		0		84		84		0
Multi-family (5 or more) residential		2,734		1,578		0		2,770		1,614		0		2,734		1,578		0		2,770		1,614		0
Total with no related allowance recorded		12,279		8,804		0		13,211		9,736		0		12,008		8,552		0		13,211		9,736		0

With a related allowance recorded:
Commercial loans secured by real estate		7,788		7,788		898		6,501		6,501		691		6,491		6,491		683		6,501		6,501		691
Commercial and industrial		72		72		72		72		72		72		3,419		3,419		654		72		72		72
Residential mortgage loans - first liens		1,189		1,189		8		1,200		1,200		9		379		379		0		1,200		1,200		9
Residential mortgage loans - junior liens		305		305		146		309		309		153		305		305		140		309		309		153
Total with a related allowance recorded		9,354		9,354		1,124		8,082		8,082		925		10,594		10,594		1,477		8,082		8,082		925
Total	$	21,633	$	18,158	$	1,124	$	21,293	$	17,818	$	925	$	22,602	$	19,146	$	1,477	$	21,293	$	17,818	$	925

In the table immediately above, loans to 2 borrowers are presented under the Residential mortgage loans – first liens and Residential mortgage loans – junior liens classes. Each of these loans is collateralized by 1 property, and the allowance associated with each of these loans was determined based on an analysis of the total amounts of the Corporation’s exposure in comparison to the estimated net

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proceeds if the Corporation were to sell the property. The total allowance related to these 2 borrowers was ~~$146,000~~$140,000 at ~~March 31,~~June 30, 2021 and $153,000 at December 31, 2020.

The average balance of impaired loans, excluding purchased credit impaired loans, and interest income recognized on these impaired loans is as follows:


(In Thousands)					Interest Income Recognized on												Interest Income Recognized on
	Average Investment in Impaired Loans				Impaired Loans on a Cash Basis				Average Investment in Impaired Loans								Impaired Loans on a Cash Basis
	Three Months Ended				Three Months Ended				Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	March 31,				March 31,				June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
Commercial:
Commercial loans secured by real estate	$	12,203	$	387	$	143	$	4	$	12,022	$	3,771	$	12,137	$	2,079	$	85	$	12	$	229	$	16
Commercial and industrial		1,082		2,872		12		1		2,754		4,460		1,927		3,666		9		19		21		20
Commercial construction and land		49		1,308		1		12		0		678		0		993		0		1		0		13
Loans secured by farmland		84		516		1		17		84		422		84		469		0		7		1		24
Multi-family (5 or more) residential		1,596		0		61		0		1,578		0		1,587		0		30		0		91		0
Agricultural loans		69		76		2		0		67		76		68		76		1		2		3		2
Other commercial loans		0		50		0		1		0		25		0		37		0		0		0		1
Total commercial		15,083		5,209		220		35		16,505		9,432		15,803		7,320		125		41		345		76
Residential mortgage:
Residential mortgage loans - first lien		2,451		1,232		37		8		1,717		1,398		2,084		1,315		20		35		57		43
Residential mortgage loans - junior lien		437		382		5		0		430		391		433		387		4		13		9		13
Home equity lines of credit		18		65		0		1		0		65		0		65		0		1		0		2
Total residential mortgage		2,906		1,679		42		9		2,147		1,854		2,517		1,767		24		49		66		58
Consumer		0		0		0		0
Total	$	17,989	$	6,888	$	262	$	44	$	18,652	$	11,286	$	18,320	$	9,087	$	149	$	90	$	411	$	134

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The breakdown by portfolio segment and class of nonaccrual loans and loans past due ninety days or more and still accruing is as follows:


(In Thousands)	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
	Past Due				Past Due				Past Due				Past Due
	90+ Days and				90+ Days and				90+ Days and				90+ Days and
	Accruing		Nonaccrual		Accruing		Nonaccrual		Accruing		Nonaccrual		Accruing		Nonaccrual
Commercial:
Commercial loans secured by real estate	$	155	$	12,648	$	395	$	11,550	$	756	$	11,300	$	395	$	11,550
Commercial and industrial		103		1,047		142		970		91		4,282		142		970
Commercial construction and land		0		49		0		49		0		48		0		49
Loans secured by farmland		188		84		188		84		188		84		188		84
Multi-family (5 or more) residential		0		1,578		0		1,614		0		1,578		0		1,614
Agricultural loans										66		0		0		0
Other commercial		0		0		71		0		0		0		71		0
Total commercial		446		15,406		796		14,267		1,101		17,292		796		14,267
Residential mortgage:
Residential mortgage loans - first liens		550		5,964		838		6,387		600		4,941		838		6,387
Residential mortgage loans - junior liens		45		370		52		378		61		367		52		378
Home equity lines of credit		196		295		233		299		98		294		233		299
Total residential mortgage		791		6,629		1,123		7,064		759		5,602		1,123		7,064
Consumer		48		81		56		85		21		77		56		85
Totals	$	1,285	$	22,116	$	1,975	$	21,416	$	1,881	$	22,971	$	1,975	$	21,416

The amounts shown in the table immediately above include loans classified as troubled debt restructurings (described in more detail below), if such loans are past due ninety days or more or nonaccrual. PCI loans with a total recorded investment of ~~$6,781,000~~$6,733,000 at ~~March 31,~~June 30, 2021 and $6,841,000 at December 31, 2020 are classified as nonaccrual.

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The table below presents a summary of the contractual aging of loans as of ~~March 31,~~June 30, 2021 and December 31, 2020. Loans modified under the Corporation’s program designed to work with clients impacted by COVID-19, as described above, are included in the current and past due less than 30 days category in the table that follows.


(In Thousands)	As of March 31, 2021								As of December 31, 2020								As of June 30, 2021								As of December 31, 2020
	Current &								Current &								Current &								Current &
	Past Due		Past Due		Past Due				Past Due		Past Due		Past Due				Past Due		Past Due		Past Due				Past Due		Past Due		Past Due
	Less than		30-89		90+				Less than		30-89		90+				Less than		30-89		90+				Less than		30-89		90+
	30 Days		Days		Days		Total		30 Days		Days		Days		Total		30 Days		Days		Days		Total		30 Days		Days		Days		Total
Commercial:
Commercial loans secured by real estate	$	519,474	$	630	$	4,782	$	524,886	$	529,998	$	66	$	1,746	$	531,810	$	538,713	$	110	$	5,379	$	544,202	$	529,998	$	66	$	1,746	$	531,810
Commercial and industrial		154,745		94		989		155,828		158,523		55		999		159,577		157,967		25		915		158,907		158,523		55		999		159,577
Paycheck Protection Program - 1st Draw		71,708		0		0		71,708		132,269		0		0		132,269		37,902		0		0		37,902		132,269		0		0		132,269
Paycheck Protection Program - 2nd Draw		66,127		0		0		66,127		0		0		0		0		72,409		0		0		72,409		0		0		0		0
Political subdivisions		49,860		0		0		49,860		53,221		0		0		53,221		48,849		0		0		48,849		53,221		0		0		53,221
Commercial construction and land		45,060		198		49		45,307		42,590		284		0		42,874		42,649		529		0		43,178		42,590		284		0		42,874
Loans secured by farmland		10,593		82		222		10,897		11,419		95		222		11,736		10,647		31		272		10,950		11,419		95		222		11,736
Multi-family (5 or more) residential		54,049		0		0		54,049		53,860		1,951		0		55,811		51,916		0		0		51,916		53,860		1,951		0		55,811
Agricultural loans		2,364		96		0		2,460		3,091		2		71		3,164		2,313		0		66		2,379		3,091		2		71		3,164
Other commercial loans		16,315		0		0		16,315		17,289		0		0		17,289		14,711		0		0		14,711		17,289		0		0		17,289
Total commercial		990,295		1,100		6,042		997,437		1,002,260		2,453		3,038		1,007,751		978,076		695		6,632		985,403		1,002,260		2,453		3,038		1,007,751

Residential mortgage:
Residential mortgage loans - first liens		508,818		7,176		2,398		518,392		523,191		5,703		4,053		532,947		502,311		3,143		2,125		507,579		523,191		5,703		4,053		532,947
Residential mortgage loans - junior liens		25,201		20		181		25,402		27,009		111		191		27,311		25,138		32		117		25,287		27,009		111		191		27,311
Home equity lines of credit		38,455		432		196		39,083		38,919		101		281		39,301		39,010		280		142		39,432		38,919		101		281		39,301
1-4 Family residential construction		18,376		0		0		18,376		20,457		156		0		20,613		23,567		0		0		23,567		20,457		156		0		20,613
Total residential mortgage		590,850		7,628		2,775		601,253		609,576		6,071		4,525		620,172		590,026		3,455		2,384		595,865		609,576		6,071		4,525		620,172
Consumer		15,752		26		119		15,897		16,063		83		140		16,286		16,433		57		98		16,588		16,063		83		140		16,286
Totals	$	1,596,897	$	8,754	$	8,936	$	1,614,587	$	1,627,899	$	8,607	$	7,703	$	1,644,209	$	1,584,535	$	4,207	$	9,114	$	1,597,856	$	1,627,899	$	8,607	$	7,703	$	1,644,209

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Nonaccrual loans are included in the contractual aging in the immediately preceding table. A summary of the contractual aging of nonaccrual loans at ~~March 31,~~June 30, 2021 and December 31, 2020 is as follows:


(In Thousands)	Current &								Current &
	Past Due		Past Due		Past Due				Past Due		Past Due		Past Due
	Less than		30-89		90+				Less than		30-89		90+
	30 Days		Days		Days		Total		30 Days		Days		Days		Total
March 31, 2021 Nonaccrual Totals	$	12,654	$	1,861	$	7,601	$	22,116
June 30, 2021 Nonaccrual Totals									$	14,009	$	1,729	$	7,233	$	22,971
December 31, 2020 Nonaccrual Totals	$	12,999	$	2,689	$	5,728	$	21,416	$	12,999	$	2,689	$	5,728	$	21,416

Loans whose terms are modified are classified as TDRs if the Corporation grants such borrowers concessions, and it is deemed that those borrowers are experiencing financial difficulty. Loans classified as TDRs are designated as impaired. The outstanding balance of loans subject to TDRs, as well as contractual aging information at ~~March 31,~~June 30, 2021 and December 31, 2020 is as follows:


(In Thousands)	Current &										Current &
	Past Due		Past Due		Past Due						Past Due		Past Due		Past Due
	Less than		30-89		90+						Less than		30-89		90+
	30 Days		Days		Days		Nonaccrual		Total		30 Days		Days		Days		Nonaccrual		Total
March 31, 2021 Totals	$	176	$	126	$	67	$	6,816	$	7,185
June 30, 2021 Totals											$	174	$	25	$	160	$	5,464	$	5,823
December 31, 2020 Totals	$	166	$	0	$	418	$	6,867	$	7,451	$	166	$	0	$	418	$	6,867	$	7,451

At ~~March 31,~~June 30, 2021 and December 31, 2020, there were 0 commitments to loan additional funds to borrowers whose loans have been classified as TDRs.

TDRs that occurred during the three-month and six-month periods ended ~~March 31,~~June 30, 2021 and 2020 are as follows:


(Balances in Thousands)							Three Months Ended			Three Months Ended
							June 30, 2021			June 30, 2020
	Three Months Ended			Three Months Ended				Post-			Post-
	March 31, 2021			March 31, 2020			Number	Modification		Number	Modification
		Post-			Post-		of	Recorded		of	Recorded
	Number	Modification		Number	Modification		Loans	Investment		Loans	Investment
	of	Recorded		of	Recorded
(Balances in Thousands)	Loans	Investment		Loans	Investment
Residential mortgage - first liens,
Reduced monthly payments and extended maturity date	1	$	12	0	$	0
Residential mortgage - junior liens,
New loan at lower than risk-adjusted market rate to borrower from whom short sale of other collateral was accepted	0		0	1		30
Consumer,
Reduced monthly payments and extended maturity date	1	��	24	0		0
Reduced monthly payments for a fifteen-month period							1	$	116	0	$	0
Commercial and industrial,
Interest only payments for a nine-month period							0		0	1		240
Total	2	$	36	1	$	30	1	$	116	1	$	240

In the three-month periods ended March 31, 2021 and 2020, defaults on loans for which modifications that were considered to be TDR and were entered into within the previous 12 months are summarized as follows:

(Balances in Thousands)

Three Months Ended

Three Months Ended

March 31, 2021

March 31, 2020

Number

Number

of

Recorded

of

Recorded

Loans

Investment

Loans

Investment
Commercial loans secured by real estate

1

$
3,392

0

$
0
Total

1

$
3,392

0

$
0

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~~CITIZENS & NORTHERN CORPORATION – FORM 10-Q~~

The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in foreclosed assets held for sale in the unaudited consolidated balance sheets) is as follows:

(In Thousands)

March 31,

December 31,

2021

2020
Foreclosed residential real estate

$
218

$
80

~~The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:~~

(In Thousands)

March 31,

December 31,

2021

2020
Residential real estate in process of foreclosure

$
1,852

$
1,246

~~8. GOODWILL AND OTHER INTANGIBLE ASSETS~~

~~Information related to core deposit intangibles is as follows:~~

(In Thousands)

March 31,

December 31,

2021

2020
Gross amount

$
6,639

$
6,639
Accumulated amortization

(2,922)

(2,788)
Net

$
3,717

$
3,851

~~Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:~~

(In Thousands)

Three Months Ended

March 31,

March 31,


2021

2020
Amortization expense

$
134

$
62

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At March 31, 2021 and December 31, 2020, the net carrying value of goodwill was $52,505,000. There were 0 changes in the carrying value of goodwill in the three-month periods ended March 31, 2021 and 2020.

~~9. BORROWED FUNDS AND SUBORDINATED DEBT~~

~~Short-term borrowings (initial maturity within one year) include the following:~~

(In Thousands)

March 31,

December 31,

2021

2020
FHLB-Pittsburgh borrowings

$
8,018

$
18,066
Customer repurchase agreements

1,745

1,956
Total short-term borrowings

$
9,763

$
20,022

At March 31, 2021, short-term borrowings from FHLB-Pittsburgh include 2 advances with par values totaling $8,000,000 which are presented in the table inclusive of the unaccreted purchase accounting adjustment, with a weighted-average effective interest rate of 0.42%. At December 31, 2020, short-term borrowings from FHLB-Pittsburgh included 5 advances totaling $18,000,000 par value, with a weighted average effective interest rate of 0.43%.

The Corporation had available credit with other correspondent banks totaling $45,000,000 at March 31, 2021 and December 31, 2020. These lines of credit are primarily unsecured. NaN amounts were outstanding at March 31, 2021 or December 31, 2020.


(Balances in Thousands)	Six Months Ended			Six Months Ended
	June 30, 2021			June 30, 2020
		Post-			Post-
	Number	Modification		Number	Modification
	of	Recorded		of	Recorded
	Loans	Investment		Loans	Investment
Residential mortgage - first liens:
Reduced monthly payments and extended maturity date	1	$	12	0	$	0
Reduced monthly payments for a fifteen-month period	1		116	0		0
Residential mortgage - junior liens,
New loan at lower than risk-adjusted market rate to borrower from whom short sale of other collateral was accepted	0		0	1		30
Home equity lines of credit,
Reduced monthly payments and extended maturity date	1		24	0		0
Commercial and industrial,
Interest only payments for a nine-month period	0		0	1		240
Total	3	$	152	2	$	270

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

In the second quarters of 2021 and 2020, there were no defaults on loans for which TDRs were entered into within the previous 12 months. In the six-month periods ended June 30, 2021 and 2020, defaults on loans for which modifications that were considered to be TDR and were entered into within the previous 12 months are summarized as follows:


(Balances in Thousands)	Six Months Ended			Six Months Ended
	June 30, 2021			June 30, 2020
	Number			Number
	of	Recorded		of	Recorded
	Loans	Investment		Loans	Investment
Commercial loans secured by real estate	1	$	3,392	0	$	0
Total	1	$	3,392	0	$	0


(In Thousands)	June 30,		December 31,
	2021		2020
Foreclosed residential real estate	$	116	$	80

The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:


(In Thousands)	June 30,		December 31,
	2021		2020
Residential real estate in process of foreclosure	$	1,684	$	1,246

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Information related to core deposit intangibles is as follows:


(In Thousands)	June 30,		December 31,
	2021		2020
Gross amount	$	6,639	$	6,639
Accumulated amortization		(3,056)		(2,788)
Net	$	3,583	$	3,851

Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:


(In Thousands)	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Amortization expense	$	134	$	62	$	268	$	124

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At June 30, 2021 and December 31, 2020, the net carrying value of goodwill was $52,505,000. There were 0 changes in the carrying value of goodwill in the three-month or six-month periods ended June 30, 2021 and 2020.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

9. BORROWED FUNDS

SHORT-TERM BORROWINGS

Short-term borrowings (initial maturity within one year) include the following:


(In Thousands)	June 30,		December 31,
	2021		2020
FHLB-Pittsburgh borrowings	$	0	$	18,066
Customer repurchase agreements		2,125		1,956
Total short-term borrowings	$	2,125	$	20,022

The Corporation had available credit with other correspondent banks totaling $45,000,000 at June 30, 2021 and December 31, 2020. These lines of credit are primarily unsecured. NaN amounts were outstanding at June 30, 2021 or December 31, 2020.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At ~~March 31,~~June 30, 2021, the Corporation had available credit in the amount of ~~$14,522,000~~$14,588,000 on this line with 0 outstanding advances. At December 31, 2020, the Corporation had available credit in the amount of $14,654,000 on this line with 0 outstanding advances. As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of ~~$14,992,000~~$15,035,000 at ~~March 31,~~June 30, 2021 and $15,126,000 at December 31, 2020.

The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10%at ~~March 31,~~June 30, 2021 and December 31, 2020. The carrying value of the underlying securities was ~~$1,780,000~~$2,150,000 at ~~March 31,~~June 30, 2021 and $1,980,000 at December 31, 2020.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling ~~$1,033,262,000~~$1,038,860,000 at ~~March 31,~~June 30, 2021 and $1,049,690,000 at December 31, 2020. Also, the FHLB-Pittsburgh loan facility requires the Corporation to invest in established amounts of FHLB-Pittsburgh stock. The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets in the consolidated balance sheets) were ~~$9,609,000~~$9,350,000 at ~~March 31,~~June 30, 2021 and $9,720,000 at December 31, 2020. In addition to the short-term and long-term borrowings shown in these tables, there was a $400,000 letter of credit from FHLB-Pittsburgh outstanding at ~~March 31,~~June 30, 2021. The Corporation’s total credit facility with FHLB-Pittsburgh was ~~$761,761,000~~$749,994,000 at ~~March 31,~~June 30, 2021, including an unused (available) amount of ~~$703,562,000.~~$705,819,000. At December 31, 2020, the Corporation’s total credit facility with FHLB-Pittsburgh was $771,199,000, including an unused (available) amount of $698,977,000.

At June 30, 2021, there were no outstanding short-term borrowings from FHLB-Pittsburgh. At December 31, 2020, short-term borrowings from FHLB-Pittsburgh included 5 advances totaling $18,000,000 par value, with a weighted average effective interest rate of 0.43%.

LONG-TERM BORROWINGS – FHLB ADVANCES

Long-term borrowings from FHLB-Pittsburgh are as follows:


(In Thousands)	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Loans maturing in 2021 with a weighted-average rate of 1.31%	$	22,072	$	26,098
Loans maturing in 2021 with a weighted-average rate of 1.17%					$	16,047	$	26,098
Loans maturing in 2022 with a weighted-average rate of 0.60%		15,626		15,682		15,568		15,682
Loans maturing in 2023 with a weighted-average rate of 0.73%		7,198		7,224		7,172		7,224
Loans maturing in 2024 with a weighted-average rate of 0.75%		5,127		5,137		5,118		5,137
Loan maturing in 2025 with an average rate of 4.91%		444		467
Loan maturing in 2025 with a rate of 4.91%						420		467
Total long-term FHLB-Pittsburgh borrowings	$	50,467	$	54,608	$	44,325	$	54,608

~~_____________________________________________________~~

Note: Weighted-average rates are presented as of ~~March 31,~~June 30, 2021.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

~~SUBORDINATED DEBT~~SENIOR NOTES

On May 19, 2021, the Corporation issued and sold $15.0 million in aggregate principal amount of 2.75% Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes"). The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75%. The Corporation is not entitled to redeem the Senior Notes, in whole or in part, at any time and the Senior Notes are not subject to redemption by the holders. The Senior Notes are unsecured and unsubordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

The Senior Notes were recorded, net of debt issuance costs of $337,000, at an initial carrying amount of $14,663,000. Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate. In the three-month and six-month periods ended June 30, 2021, amortization of debt issuance costs associated with the Senior Notes totaling $7,000 was included in interest expense in the unaudited consolidated statements of income.

At ~~March 31,~~June 30, 2021 and December 31, 2020, outstanding ~~subordinated debt agreements~~Senior Notes are as follows:


(In Thousands)	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Agreements with an aggregate par value of $8,000,000; bearing interest at 6.25%; maturing in June 2026 and redeemable at par in June 2021	$	8,012	$	8,027
Agreements with an aggregate par value of $6,500,000; bearing interest at 6.50%; maturing in April 2027 and redeemable at par in April 2022		6,500		6,500
Agreement with a par value of $2,000,000; bearing interest at 6.50%; maturing in July 2027 and redeemable at par in July 2022		2,022		2,026
Senior Notes with an aggregate par value of $15,000,000; bearing interest at 2.75% with an effective interest rate of 3.23%; maturing in June 2026					$	14,670	$	0
Total carrying value	$	16,534	$	16,553	$	14,670	$	0

SUBORDINATED DEBT

On May 19, 2021, the Corporation issued and sold $25.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes"). The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25%, to June 1, 2026. From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points. The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation. The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness, including the Senior Notes (described above). The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The Subordinated Notes were recorded, net of debt issuance costs of $563,000, at an initial carrying amount of $24,437,000. Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate. In the three-month and six-month periods ended June 30, 2021, amortization of debt issuance costs associated with the Subordinated Notes totaling $13,000 was included in interest expense in the unaudited consolidated statements of income.

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At June 30, 2021 and December 31, 2020, the carrying amounts of subordinated debt agreements are as follows:


(In Thousands)	June 30,		December 31,
	2021		2020
Agreements with an aggregate par value of $8,000,000; bearing interest at 6.25% with an effective interest rate of 5.49%; redeemed at par in June 2021	$	0	$	8,027
Agreements with an aggregate par value of $6,500,000; bearing interest at 6.50%; maturing in April 2027 and redeemable at par in April 2022		6,500		6,500
Agreement with a par value of $2,000,000; bearing interest at 6.50% with an effective interest rate of 5.60%; maturing in July 2027 and redeemable at par in July 2022		2,017		2,026
Agreements with a par value of $25,000,000; bearing interest at 3.25% with an effective interest rate of 3.74%; maturing in June 2031 and redeemable at par in June 2026		24,450		0
Total carrying value	$	32,967	$	16,553

10. STOCK-BASED COMPENSATION PLANS

The Corporation has a Stock Incentive Plan for a selected group of officers and an Independent Directors Stock Incentive Plan. The 2021 restricted stock awards under the Stock Incentive Plan vest ratably over three years, and the 2021 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year. Following is a summary of restricted stock awards granted in the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021:


(Dollars in Thousands)		Aggregate			Aggregate
		Grant			Grant
		Date			Date
	Number of	Fair		Number of	Fair
	Shares	Value		Shares	Value
1st quarter 2021 awards:
Time-based awards to independent directors	10,989	$	220	10,989	$	220
Time-based awards to employees	46,178		924	46,178		924
Performance-based awards to employees	17,224		345	17,224		345
2nd quarter 2021 awards,
Time-based awards to employees				4,000		100
Total	74,391	$	1,489	78,391	$	1,589

Compensation cost related to restricted stock is recognized based on the fair value of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures. Total annual stock-based compensation for the year ending December 31, 2021 is estimated to total ~~$1,600,000.~~$1,314,000. Total stock-based compensation expense attributable to restricted stock awards amounted to ~~$341,000~~$284,000 in the ~~first~~second quarter 2021 and ~~$194,000~~$230,000 in the ~~first~~second quarter 2020. Total stock-based compensation expense attributable to restricted stock awards amounted to $625,000 in the six-month period ended June 30, 2021 and $424,000 in the six-month period ended June 30, 2020.

11. CONTINGENCIES

Litigation Matters

In the normal course of business, the Corporation may be subject to pending and threatened lawsuits in which claims for monetary damages could be asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of such pending legal proceedings.

Trust Department Tax Reporting Contingency

The Corporation has incurred operational losses from compliance oversight related to trust department tax preparation and administration activities that occurred prior to 2020. In 2020, the Corporation made changes in internal controls and personnel responsible for trust

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department tax administration activities. Management implemented the changes in internal controls and personnel in an effort to mitigate and prevent the likelihood of new instances of non-compliance from trust department tax administration activities. ~~Estimated~~There were 0 losses related to trust department tax compliance matters in the second quarter 2021. Losses related to trust department tax compliance matters totaled $107,000 in the ~~first quarter~~six months ended June 30, 2021, ~~with 0 corresponding amount~~and $300,000 in the ~~first quarter~~three-month and six-month periods ended June 30, 2020. These losses are included in other noninterest expense in the consolidated statements of income. The balance of accrued interest and other liabilities in the consolidated balance sheets includes $429,000 at ~~March 31,~~June 30, 2021 and $322,000 at December 31, 2020 related to specific tax compliance matters that have been identified; however, no estimate can be made of the amount of additional expenses that may be incurred related to these matters.

12. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements which contain master netting and collateral provisions designed to protect the party at risk.

Interest rate swaps with commercial banking customers were executed to facilitate their respective risk management strategies. Under the terms of these arrangements, the commercial banking customers effectively exchanged their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party, such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures.

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These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service provided to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

The aggregate notional amount of interest rate swaps was ~~$129,416,000~~$126,716,000 at ~~March 31,~~June 30, 2021 and $135,740,000 at December 31, 2020. There were 0 interest rate swaps originated in the ~~first quarter 2021or first quarter 2020.~~six-month period ended June 30, 2021. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at ~~March 31,~~June 30, 2021. ~~In the first quarter 2021, the~~The net impact on the consolidated statements of income from interest rate swaps was a reduction in interest income on loans of ~~$338,000.~~$340,000 in the second quarter 2021 and $678,000 in the six months ended June 30, 2021. There were 0 interest rate swaps in place in the ~~first quarter~~six months ended June 30, 2020.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at ~~March 31,~~June 30, 2021 and December ~~31,2020:~~31, 2020:


(In Thousands)	At March 31, 2021								At December 31, 2020								At June 30, 2021								At December 31, 2020
	Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives
	Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair
	Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)
Interest rate swap agreements	$	64,708	$	3,933	$	64,708	$	3,933	$	67,870	$	6,566	$	67,870	$	6,566	$	63,358	$	4,468	$	63,358	$	4,468	$	67,870	$	6,566	$	67,870	$	6,566

(1)	Included in other assets in the consolidated balance sheets.

(2)	Included in accrued interest and other liabilities in the consolidated balance sheets.

The Corporation’s agreement with its derivative counterparty provides that if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. Further, if the Corporation were to fail to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. Available-for-sale securities with a carrying value of ~~$9,145,000~~$9,109,000 were pledged as collateral against the Corporation’s liability related to the interest rate swaps at ~~March 31,~~June 30, 2021.

13. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB topic 820, “Fair

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Value Measurements and Disclosures” establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Corporation for identical assets or liabilities. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities and other observable inputs.

Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows and other similar techniques.

The Corporation monitors and evaluates available data relating to fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date of an event or change in circumstances that affects the valuation method

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chosen. Examples of such changes may include the market for a particular asset or liability becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.

At ~~March 31,~~June 30, 2021 and December 31, 2020, assets and liabilities measured at fair value and the valuation methods used are as follows:


	March 31, 2021								June 30, 2021
	Quoted								Quoted
	Prices		Other						Prices		Other
	in Active		Observable		Unobservable		Total		in Active		Observable		Unobservable		Total
	Markets		Inputs		Inputs		Fair		Markets		Inputs		Inputs		Fair
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Value		(Level 1)		(Level 2)		(Level 3)		Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	0	$	15,085	$	0	$	15,085	$	0	$	23,073	$	0	$	23,073
Obligations of U.S. Government agencies		0		24,992		0		24,992		0		25,373		0		25,373
Obligations of states and political subdivisions:
Tax-exempt		0		125,118		0		125,118		0		132,310		0		132,310
Taxable		0		52,538		0		52,538		0		60,528		0		60,528
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		39,757		0		39,757		0		51,328		0		51,328
Residential collateralized mortgage obligations		0		53,971		0		53,971		0		45,575		0		45,575
Commercial mortgage-backed securities		0		54,915		0		54,915		0		53,694		0		53,694
Total available-for-sale debt securities		0		366,376		0		366,376		0		391,881		0		391,881
Marketable equity security		982		0		0		982		985		0		0		985
Servicing rights		0		0		1,956		1,956		0		0		2,116		2,116
Interest rate swap agreements, assets		0		3,933		0		3,933		0		4,468		0		4,468
Total recurring fair value measurements, assets	$	982	$	370,309	$	1,956	$	373,247	$	985	$	396,349	$	2,116	$	399,450

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	3,933	$	0	$	3,933	$	0	$	4,468	$	0	$	4,468

Nonrecurring fair value measurements, assets:
Impaired loans with a valuation allowance	$	0	$	0	$	9,354	$	9,354	$	0	$	0	$	10,594	$	10,594
Valuation allowance		0		0		(1,124)		(1,124)		0		0		(1,477)		(1,477)
Impaired loans, net		0		0		8,230		8,230		0		0		9,117		9,117
Foreclosed assets held for sale		0		0		1,472		1,472		0		0		1,332		1,332
Total nonrecurring fair value measurements, assets	$	0	$	0	$	9,702	$	9,702	$	0	$	0	$	10,449	$	10,449

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	December 31, 2020
	Quoted
	Prices		Other
	in Active		Observable		Unobservable		Total
	Markets		Inputs		Inputs		Fair
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	0	$	12,182	$	0	$	12,182
Obligations of U.S. Government agencies		0		26,344		0		26,344
Obligations of states and political subdivisions:
Tax-exempt		0		122,401		0		122,401
Taxable		0		47,452		0		47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		38,176		0		38,176
Residential collateralized mortgage obligations		0		57,467		0		57,467
Commercial mortgage-backed securities		0		45,310		0		45,310
Total available-for-sale debt securities		0		349,332		0		349,332
Marketable equity security		1,000		0		0		1,000
Servicing rights		0		0		1,689		1,689
Interest rate swap agreements, assets		0		6,566		0		6,566
Total recurring fair value measurements, assets	$	1,000	$	355,898	$	1,689	$	358,587

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	6,566	$	0	$	6,566

Nonrecurring fair value measurements, assets:
Impaired loans with a valuation allowance	$	0	$	0	$	8,082	$	8,082
Valuation allowance		0		0		(925)		(925)
Impaired loans, net		0		0		7,157		7,157
Foreclosed assets held for sale		0		0		1,338		1,338
Total nonrecurring fair value measurements, assets	$	0	$	0	$	8,495	$	8,495

Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management.

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At ~~March 31,~~June 30, 2021 and December 31, 2020, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:


	Fair Value at								Fair Value at
	3/31/2021		Valuation	Unobservable				Method or Value As of	6/30/2021		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				3/31/2021	(In Thousands)		Technique	Input(s)				6/30/2021
Servicing rights	$	1,956	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period	$	2,116	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		239.00	%	Weighted-average PSA				Loan prepayment speeds		225.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late						4.00	%	of payments are late
						5.00	%	late fees assessed						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs						3.00	%	annual increase in servicing costs


	Fair Value at
	12/31/2020		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				12/31/2020
Servicing rights	$	1,689	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		277.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late
						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs

The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans. Unrealized gains (losses) in fair value of servicing rights are included in Loan servicing fees, net, in the unaudited consolidated statements of income.

Following is a reconciliation of activity for Level 3 assets measured at fair value on a recurring basis:


(In Thousands)	Three Months Ended					Three Months Ended				Six Months Ended
	March 31, 2021		��	March 31, 2020		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Servicing rights balance, beginning of period	$	1,689		$	1,277	$	1,956	$	1,226	$	1,689	$	1,277
Originations of servicing rights		192			75		199		328		391		403
Unrealized gain (loss) included in earnings		75			(126)
Unrealized (loss) gain included in earnings							(39)		(270)		36		(396)
Servicing rights balance, end of period	$	1,956		$	1,226	$	2,116	$	1,284	$	2,116	$	1,284

Loans are classified as impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Foreclosed

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assets held for sale consist of real estate acquired by foreclosure. For impaired commercial loans secured by real estate and foreclosed assets held for sale, estimated fair values are determined primarily using values from third-party appraisals. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For commercial and industrial and agricultural loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging data or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

At ~~March 31,~~June 30, 2021 and December 31, 2020, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:


(Dollars In Thousands)									Weighted											Weighted
			Valuation						Average				Valuation							Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at		Balance at		Allowance at		Fair Value at			Valuation	Unobservable	Discount at
Asset	3/31/2021		3/31/2021		3/31/2021		Technique	Inputs	3/31/2021		6/30/2021		6/30/2021		6/30/2021			Technique	Inputs	6/30/2021

Impaired loans:
Commercial:
Commercial loans secured by real estate	$	7,788	$	898	$	6,890	Sales comparison	Discount to appraised value	35	%	$	6,491	$	683	$	5,808		Sales comparison	Discount to appraised value	28	%
Commercial and industrial		72		72		0	Liquidation of assets	Discount to appraised value	100	%		3,347		582		2,765		Liquidation of accounts receivable and equipment	Discount to borrower's financial statement value	49	%
Commercial and industrial												72		72		0	��	Liquidation of assets	Discount to appraised value	100	%
Residential mortgage loans - first and junior liens		1,494		154		1,340	Sales comparison	Discount to appraised value	31	%		684		140		544		Sales comparison	Discount to appraised value	32	%
Total impaired loans	$	9,354	$	1,124	$	8,230					$	10,594	$	1,477	$	9,117
Foreclosed assets held for sale - real estate:
Commercial real estate	$	1,254	$	0	$	1,254	Sales comparison	Discount to appraised value	44	%	$	1,216	$	0	$	1,216		Sales comparison	Discount to appraised value	46	%
Residential (1-4 family)		218		0		218	Sales comparison	Discount to appraised value	27	%		116		0		116		Sales comparison	Discount to appraised value	34	%
Total foreclosed assets held for sale	$	1,472	$	0	$	1,472					$	1,332	$	0	$	1,332


(Dollars In Thousands)									Weighted
			Valuation						Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at
Asset	12/31/2020		12/31/2020		12/31/2020		Technique	Inputs	12/31/2020

Impaired loans:
Commercial:
Commercial loans secured by real estate	$	6,501	$	691	$	5,810	Sales comparison	Discount to appraised value	28	%
Commercial and industrial		72		72		0	Liquidation of assets	Discount to appraised value	100	%
Residential mortgage loans - first and junior liens		1,509		162		1,347	Sales comparison	Discount to appraised value	31	%
Total impaired loans	$	8,082	$	925	$	7,157
Foreclosed assets held for sale - real estate:
Commercial real estate	$	1,258	$	0	$	1,258	Sales comparison	Discount to appraised value	44	%
Residential (1-4 family)		80		0		80	Sales comparison	Discount to appraised value	36	%
Total foreclosed assets held for sale	$	1,338	$	0	$	1,338

Certain of the Corporation’s financial instruments are not measured at fair value in the consolidated financial statements. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.

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The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value are as follows:


(In Thousands)	Fair Value	March 31, 2021				December 31, 2020				Fair Value	June 30, 2021				December 31, 2020
	Hierarchy	Carrying		Fair		Carrying		Fair		Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value		Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	199,305	$	199,305	$	96,017	$	96,017	Level 1	$	201,020	$	201,020	$	96,017	$	96,017
Certificates of deposit	Level 2		7,840		8,012		5,840		6,054	Level 2		7,840		7,995		5,840		6,054
Restricted equity securities (included in Other Assets)	Level 2		9,859		9,859		9,970		9,970	Level 2		9,600		9,600		9,970		9,970
Loans, net	Level 3		1,602,926		1,617,298		1,632,824		1,646,207	Level 3		1,585,481		1,601,240		1,632,824		1,646,207
Accrued interest receivable	Level 2		7,913		7,913		8,293		8,293	Level 2		7,293		7,293		8,293		8,293
Interest rate swap agreements	Level 2		3,933		3,933		6,566		6,566	Level 2		4,468		4,468		6,566		6,566

Financial liabilities:
Deposits with no stated maturity	Level 2		1,576,759		1,576,759		1,430,062		1,430,062	Level 2		1,596,954		1,596,954		1,430,062		1,430,062
Time deposits	Level 2		347,166		349,693		390,407		393,566	Level 2		319,855		321,758		390,407		393,566
Short-term borrowings	Level 2		9,763		9,600		20,022		19,974	Level 2		2,125		1,940		20,022		19,974
Long-term borrowings	Level 2		50,467		51,318		54,608		55,723	Level 2		44,325		45,022		54,608		55,723
Senior debt										Level 2		14,670		15,000		0		0
Subordinated debt	Level 2		16,534		16,534		16,553		16,680	Level 2		32,967		33,593		16,553		16,680
Accrued interest payable	Level 2		547		547		390		390	Level 2		151		151		390		390
Interest rate swap agreements	Level 2		3,933		3,933		6,566		6,566	Level 2		4,468		4,468		6,566		6,566

The Corporation has commitments to extend credit and has issued standby letters of credit. Standby letters of credit are conditional guarantees of performance by a customer to a third party. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this quarterly report on Form 10-Q are forward-looking statements. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the Corporation) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements, which are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, "should", “likely”, "expect", “plan”, "anticipate", “target”, “forecast”, and “goal”. These forward-looking statements are subject to risks and uncertainties that are difficult to predict, may be beyond management’s control and could cause results to differ materially from those expressed or implied by such forward-looking statements. Factors which could have a material, adverse impact on the operations and future prospects of the Corporation include, but are not limited to, the following:

●	the effect of the novel coronavirus (COVID-19) and related events

●	changes in monetary and fiscal policies of the Federal Reserve Board and the U. S. Government, particularly related to changes in interest rates

●	disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions

●	changes in general economic conditions

●	legislative or regulatory changes

●	downturn in demand for loan, deposit and other financial services in the Corporation’s market area

●	increased competition from other banks and non-bank providers of financial services

●	technological changes and increased technology-related costs

●	changes in accounting principles, or the application of generally accepted accounting principles

●	failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

CORONAVIRUS (COVID-19) RESPONSE AND PAYCHECK PROTECTION PROGRAM

The Corporation’s Pandemic Committee has been very active since March 2020, providing frequent communication with employees and clients by telephone, video conference, email and digital tools, while substantially limiting business travel. As of March 31, 2021, branches were fully open with additional health and safety requirements to comply with federal and Pennsylvania health mandates, including, among other things, daily deep cleaning, nonsurgical face mask requirements and strict social distancing measures.

Emergency restrictions on the activities of businesses and individuals have resulted in significant adverse economic effects and a significant number of layoffs and furloughs of employees nationwide and in the regions in which the Corporation operates. The ultimate effect of COVID-19 on the local or broader economy is not known nor is the ultimate length of the restrictions described and any accompanying effects. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its economic impact, the total impact on the Corporation’s loan portfolio is not determinable.

Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provides that, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic declared by the President of the United States under the National Emergencies Act terminates (the “applicable period”), the Corporation may elect to suspend U.S. GAAP for loan modifications related to the pandemic that would otherwise be categorized as troubled debt restructurings (TDRs) and suspend any determination of a loan modified as a result of the effects of the pandemic as being a TDR, including impairment for accounting purposes. The suspension is applicable for the term of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. The suspension is not applicable to any adverse impact on the credit of a borrower that is not related to the pandemic.

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to be accounted for as a TDR. Specifically, the agencies confirmed with the Financial Accounting Standards Board (“FASB”) staff that short-term modifications made in good faith in response to the pandemic to borrowers who were current prior to any relief are not TDRs under U.S. GAAP. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. Appropriate allowances for loan and lease losses are expected to be maintained. With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to the pandemic as past due because of the deferral. The interagency statement also states that during short-term pandemic-related loan modifications, these loans generally should not be reported as nonaccrual.

To work with clients impacted by COVID-19, the Corporation is offering short-term loan modifications on a case-by-case basis to borrowers who were current in their payments at the inception of the loan modification program. Prior to merging with the Corporation on July 1, 2020, Covenant Financial Inc. (“Covenant”) had a similar program in place, and these modified loans have been incorporated into the Corporation’s program. These efforts have been designed to assist borrowers as they deal with the ~~current~~ crisis and help the Corporation mitigate credit risk. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payments at the end of the modification period and the deferred amounts will be moved to the end of the loan term. Consistent with Section 4013 of the CARES Act, the modified loans have not been reported as past due, nonaccrual or as TDRs at ~~March 31,~~June 30, 2021. Most of the modifications under the program became effective in March or the second quarter 2020 and provided a deferral of interest or principal and interest for 90-to-180 days. Most of the loans for which deferrals were granted returned to full payment status prior to ~~March 31,~~June 30, 2021, while additional deferrals have been granted on certain loans.

At ~~March 31,~~June 30, 2021, there were 2512 loans in deferral status subject to CARES Act Section 4013 guidance with a total recorded investment of ~~$26,044,000. A~~$6.7 million. Total loans in deferral status at June 30, 2021 is down from $26.0 million at March 31, 2021 and down significantly from 693 loans and $241.2 million (including 152 loans and $82.5 million reported by Covenant) at June 30, 2020. The amount of loans in deferral status has fallen over the past several quarters as the local and U.S. economy has reopened. At June 30, 2021, a breakdown of ~~these~~the loans in deferral status, along with a summary of their risk ratings, is as follows:


	Deferrals Remaining											Deferrals Remaining
	As of March 31, 2021											As of June 30, 2021
(Dollars in Thousands)	Number							Purchased				Number					Purchased
	of			Special				Credit				of			Special		Credit
	Loans	Pass		Mention		Substandard		Impaired		Total		Loans	Pass		Mention		Impaired		Total
COVID-19-related loan modifications:
Commercial
Accommodation and food services - hotels	5	$	9,186	$	10,349	$	0	$	0	$	19,535	1	$	0	$	3,094	$	0	$	3,094
Lessors of residential buildings and dwellings	3		0		0		55		1,557		1,612	3		113		0		1,557		1,670
Lessors of nonresidential buildings (except miniwarehouses)	1		0		0		0		1,411		1,411
Transportation and warehousing	4		1,197		0		0		0		1,197	4		1,197		0		0		1,197
Religious organizations	2		757		0		0		0		757
Real estate rental and leasing - other	1		438		0		0		0		438	1		438		0		0		438
Total commercial	16		11,578		10,349		55		2,968		24,950	9		1,748		3,094		1,557		6,399
Residential mortgage	9		619		0		475		0		1,094	3		254		0		0		254
Consumer	0		0		0		0		0		0
Total	25	$	12,197	$	10,349	$	530	$	2,968	$	26,044	12	$	2,002	$	3,094	$	1,557	$	6,653

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The recorded investment in Paycheck Protection Program (“PPP”) loans at ~~March 31,~~June 30, 2021 of ~~$137.8~~$110.3 million included a first draw amount of ~~$71.7~~$37.9 million and a second draw amount of ~~$66.1~~$72.4 million with contractual principal balances totaling ~~$73.0~~$38.7 million and ~~$69.0~~$75.4 million, respectively, adjusted by net deferred loan origination fees and a market rate adjustment on PPP loans acquired from Covenant. The recorded investment of ~~$71.7~~$37.9 million in first draw PPP loans at ~~March 31,~~June 30, 2021 decreased ~~$60.6~~$94.4 million from $132.3 million at December 31, 2020, reflecting the impact of loans forgiven and repaid by the ~~SBA.~~Small Business Administration (“SBA”). The term of ~~the~~most first draw PPP loans is two years (some later originated first draw loans are five year terms), with repayment from the SBA to occur sooner to the extent the loans are forgiven. Second draw PPP loans have terms of five years, with repayment from the SBA to occur sooner to the extent the loans are forgiven.

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Capital Strength

While it is difficult to estimate the future impact of COVID-19, the Corporation, including the principal subsidiary, Citizens & Northern Bank (“C&N Bank”), entered the crisis from a position of strength. This is especially apparent in the capital ratios, which are at levels that demonstrate the capacity to absorb significant losses if they arise while continuing to meet the requirements to be considered well capitalized.

C&N Bank’s leverage ratio (Tier 1 capital to average assets) at ~~March 31,~~June 30, 2021 of ~~10.66%~~10.31% is significantly higher than the well-capitalized threshold of 5%, an excess capital amount of ~~$122.3~~$119.6 million. Similarly, the total capital to risk-weighted assets ratio at ~~March 31,~~June 30, 2021 is ~~16.51%~~16.40%, which exceeds the well-capitalized threshold of 10%, an excess capital amount of $95.6 million.

Additional details regarding the Corporation’s and C&N Bank’s regulatory capital position are provided in the “Stockholders’ Equity and Capital Adequacy” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

EARNINGS OVERVIEW

Net income was ~~$0.55~~$0.44 per diluted share in the ~~first~~second quarter 2021, ~~up $0.12 (27.9%)~~down from ~~$0.43 in the fourth quarter 2020 and up $0.25 (83.3%) from $0.30~~$0.55 in the first quarter 2021 and up $0.05 (12.8%) from $0.39 in the second quarter 2020. For the six months ended June 30, 2021, net income per diluted share was $0.99, up from $0.70 per share for the first six months of 2020. As described below, earnings of ~~$0.55~~$0.44 per share for the ~~first~~second quarter 2021 were ~~7.8% higher~~0.2% lower than ~~fourth~~second quarter 2020 non-U.S. ~~GAAP~~generally accepted accounting principles (U.S. GAAP) earnings per share of ~~$0.51~~$0.45 as adjusted to exclude the impact of merger-related ~~expenses, loss on prepayment~~expenses. For the six months ended June 30, 2021, earnings of ~~borrowings and net gains on available-for-sale debt securities. First quarter 2021 earnings~~$0.99 per share were ~~77.4%~~30.3% higher than the first ~~quarter~~six months of 2020 non-U.S. GAAP earnings per share of ~~$0.31~~$0.76 as adjusted to exclude the impact of merger-related expenses.

The following table provides a reconciliation of the Corporation’s unaudited earnings results under U.S. ~~generally accepted accounting principles (U.S. GAAP)~~GAAP to comparative non-U.S. GAAP results excluding merger-related ~~expenses, loss on prepayment of borrowings and net gains on available-for-sale debt securities.~~expenses. Management believes disclosure of unaudited earnings results for the periods presented, adjusted to exclude the impact of these items, provides useful information to investors for comparative purposes.

RECONCILIATION OF NET INCOME AND

DILUTED EARNINGS PER SHARE TO NON-U.S.

GAAP MEASURE

(Dollars In Thousands, Except Per Share Data) (Unaudited)


	1st Quarter 2021								1st Quarter 2020								2nd Quarter 2021								2nd Quarter 2020
	Income						Diluted		Income						Diluted		Income						Diluted		Income						Diluted
	Before						Earnings		Before						Earnings		Before						Earnings		Before						Earnings
	Income		Income				Per		Income		Income				Per		Income		Income				per		Income		Income				per
	Tax		Tax		Net		Common		Tax		Tax		Net		Common		Tax		Tax		Net		Common		Tax		Tax		Net		Common
	Provision		Provision		Income		Share		Provision		Provision		Income		Share		Provision		Provision		Income		Share		Provision		Provision		Income		Share
Results as Presented Under U.S. GAAP	$	10,897	$	2,110	$	8,787	$	0.55	$	4,982	$	816	$	4,166	$	0.30	$	8,840	$	1,780	$	7,060	$	0.44	$	6,693	$	1,255	$	5,438	$	0.39
Add: Merger-Related Expenses (1)		0		0		0				141		29		112				0		0		0				983		200		783
Adjusted Earnings (Non-U.S. GAAP)	$	10,897	$	2,110	$	8,787	$	0.55	$	5,123	$	845	$	4,278	$	0.31	$	8,840	$	1,780	$	7,060	$	0.44	$	7,676	$	1,455	$	6,221	$	0.45

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	4th Quarter 2020								Six Months Ended June 30, 2021								Six Months Ended June 30, 2020
	Income						Diluted		Income						Diluted		Income						Diluted
	Before						Earnings		Before						Earnings		Before						Earnings
	Income		Income				Per		Income		Income				per		Income		Income				per
	Tax		Tax		Net		Common		Tax		Tax		Net		Common		Tax		Tax		Net		Common
	Provision		Provision		Income		Share		Provision		Provision		Income		Share		Provision		Provision		Income		Share
Results as Presented Under U.S. GAAP	$	8,251	$	1,481	$	6,770	$	0.43	$	19,737	$	3,890	$	15,847	$	0.99	$	11,675	$	2,071	$	9,604	$	0.70
Add: Merger-Related Expenses (1)		182		38		144				0		0		0				1,124		229		895
Add: Loss on Prepayment of Borrowings (1)		1,636		344		1,292
Net Gains on Available-for-Sale Debt Securities (1)		(144)		(30)		(114)
Adjusted Earnings (Non-U.S. GAAP)	$	9,925	$	1,833	$	8,092	$	0.51	$	19,737	$	3,890	$	15,847	$	0.99	$	12,799	$	2,300	$	10,499	$	0.76

(1) Income tax has been allocated based on a marginal income tax rate of 21%. The effect on the income tax provision is adjusted for the estimated nondeductible portion of the expenses.

Additional highlights related to the Corporation’s ~~first~~second quarter ofand June 30, 2021 ~~and 2020~~year-to-date unaudited earnings results as compared to the corresponding periods of 2020 are presented below.

~~First~~Second Quarter 2021 as Compared to Second Quarter 2020

Second quarter 2021 net income was ~~$8,787,000.~~$7,060,000. In comparison, ~~first~~second quarter 2020 net income was ~~$4,166,000,~~$5,438,000, and excluding merger-related expenses, adjusted (non-U.S. GAAP) earnings were ~~$4,278,000.~~$6,221,000. Other significant variances were as follows:

●

~~First~~Second quarter 2021 net interest income of ~~$20,083,000~~$18,681,000 was ~~$5,801,000~~$4,435,000 higher than the ~~first~~second quarter 2020 total, reflecting the impact of growth mainly attributable to the Covenant acquisition. Average outstanding loans increased ~~$466.1~~$375.7 million, and average total deposits increased ~~$570.9~~$569.9 million. The net interest margin for the ~~first~~second quarter 2021 was ~~4.00%~~3.52% as compared to ~~3.83%~~3.65% for the ~~first~~second quarter 2020. The average yield on earning assets of ~~4.33%~~3.85% for the ~~first~~second quarter 2021 was down ~~0.22%~~0.37% from the ~~first~~second quarter 2020, while the average rate on interest-bearing liabilities of ~~0.47%~~0.48% in the ~~first~~second quarter 2021 was ~~0.54%~~0.35% lower than the comparable ~~first~~second quarter 2020 average rate. Interest and fees on PPP loans totaled $1,988,000 in the first quarter 2021, including fees of $1,645,000 as a significant portion of 1st Draw loans were repaid by the SBA based on forgiveness to the underlying borrowers. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of ~~$952,000~~$713,000 in the ~~first~~second quarter 2021 as compared to a net positive impact of ~~$417,000~~$285,000 in the ~~first~~second quarter 2020.

●

The provision for loan losses was ~~$259,000~~$744,000 in the ~~first~~second quarter 2021 as compared to ~~$1,528,000~~a credit for loan losses of $176,000 in the ~~first~~second quarter 2020. The ~~first~~provision for loan losses in the second quarter 2021 ~~provision~~ included a net charge of ~~$182,000~~$383,000 related to specific loans ~~(increase~~(net increase in specific allowances on loans of ~~$199,000, partially offset by~~$353,000 and net ~~recoveries~~charge-offs of ~~$17,000)~~$30,000), an increase of ~~$92,000 in the unallocated portion of the allowance and a credit of $15,000 attributable to decreases~~$367,000 in the collectively determined portion of the allowance and a $6,000 decrease in the unallocated portion. The credit for loan ~~losses. In~~losses in the ~~first~~second quarter 2020 ~~the provision~~ included the ~~effects~~benefit of ~~recording~~repayment of a ~~specific allowance~~loan for less than the full principal balance, resulting in a charge-off of ~~$1,193,000~~$107,000 on a commercial loan for which ~~a charge-off~~an allowance for loan losses of ~~$2,219,000 was subsequently~~$674,000 had been recorded ~~in the third quarter~~at March 31, 2020.

●

Noninterest income for the ~~first~~second quarter 2021 was up ~~$1,501,000~~$772,000 from the ~~first~~second quarter 2020 total. Significant variances included the following:

Net gains from sales of loans of $1,064,000 for the first quarter 2021 were up $749,000 from the total for the first quarter 2020. The increase reflects an increase in volume of mortgage loans sold, due mainly to the impact of historically low interest rates on the housing market and refinancing activity.

Other noninterest income totaled $1,472,000, an increase of $411,000 from the first quarter 2020. Income from tax credits of $765,000, an increase of $262,000 compared to the first quarter 2020, was due to higher PA Educational Improvement Tax Credit Program donations. In the first quarter 2021, fee income for providing credit enhancement on sale of mortgage loans increased $100,000 and income from a full-service title agency acquired from Covenant increased $47,000.

Loan servicing fees, net, were ~~$248,000~~$146,000 in the ~~first~~second quarter 2021, an increase of ~~$262,000~~$304,000 over the ~~first~~second quarter 2020 ~~total.~~reduction in revenue of $158,000. The fair value of servicing rights ~~increased $75,000~~decreased $39,000 in the ~~first~~second quarter 2021 as compared to a reduction in fair value of ~~$126,000~~$270,000 in the ~~first~~second quarter ~~2020.~~2020, mainly due to changes in assumptions related to prepayments of loans.

Interchange revenue from debit card transactions totaled $998,000 in the second quarter 2021, an increase of $280,000 over the second quarter 2020 total, reflecting an increase in transaction volumes.

Service charges on deposit accounts of $1,073,000 in the second quarter 2021 were up $242,000 from the second quarter 2020 amount, as the volume of consumer and business overdraft activity increased.

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~~Interchange revenue from debit card transactions totaled $881,000 in the first quarter 2021, an increase of $150,000 over the first quarter 2020 total.~~

Trust revenue of ~~$1,626,000~~$1,807,000 increased ~~$147,000~~$242,000 reflecting the impact of growth in trust assets under management including the impact of market value appreciation.

~~Service charges~~Other noninterest income totaled $700,000, an increase of $174,000 from the second quarter 2020. In the second quarter 2021, fee income for providing credit enhancement on ~~deposit accounts~~sale of ~~$1,015,000 in~~mortgage loans increased $45,000, credit card interchange income increased $41,000, merchant services income increased $28,000 and income from title services increased $26,000.

Brokerage and insurance revenue of $506,000 increased $122,000 from the ~~first~~second quarter 2020 total, due to commissions on higher transaction volume.

Net gains from sales of loans of $925,000 for the second quarter 2021 were down ~~$235,000~~$639,000 from the ~~first~~total for the second quarter 2020, ~~amount,~~ as the volume of ~~consumer and business overdraft activity fell.~~residential mortgage loans sold in the second quarter 2021 was down from the second quarter 2020 level.

●

Noninterest expense, excluding merger-related expenses, increased ~~$2,797,000~~$3,125,000 in the ~~first~~second quarter 2021 over the ~~first~~second quarter 2020 amount. Significant variances included the following:

Salaries and employee benefits expense of ~~$8,895,000~~$9,499,000 increased ~~$1,517,000, reflecting an increase~~$2,516,000. In addition to merit-based salary increases, there were increases in personnel ~~due to the Covenant acquisition.~~

Other noninterest expense increased $646,000. Within this category, donations increased $279,000 relating to the PA Educational Improvement Tax Credit Program, FDIC insurance increased $140,000, other operational losses totaling $123,000 increased $83,000, amortization of core deposit intangibles increased $72,000 related tofrom the Covenant acquisition and for expansion of services in the ~~provision for credit losses on mortgage loans sold with credit enhancement increased $60,000.~~Southeastern and Southcentral Pennsylvania locations and additional support staff to accommodate overall growth.

Net occupancy and equipment expense increased ~~$201,000,~~$244,000, primarily reflecting an increase due to the Covenant acquisition.

~~Professional fees increased $168,000 related to recruiting services and SBA processing professional fees.~~

Data processing and telecommunications expenses increased ~~$156,000,~~$234,000, including the impact of growth related to the Covenant acquisition, increased costs from outsourced support services and other increases in software licensing and maintenance costs.

●

The income tax provision of ~~$2,110,000~~$1,780,000 for the ~~first~~second quarter 2021 was up ~~$1,294,000~~$525,000 from ~~$816,000~~$1,255,000 for the ~~first~~second quarter 2020, reflecting higher pre-tax ~~income.~~income and an increase in city of Philadelphia and state tax provisions.

Six Months Ended June 30, 2021 as Compared to Six Months Ended June 30, 2020

Net income for the six-month period ended June 30, 2021 was $15,847,000, or $0.99 per diluted share, while net income for the first six months of 2020 was $9,604,000, or $0.70 per share. Excluding the impact of merger-related expenses, adjusted (non-U.S. GAAP) earnings for the first six months of 2020 would be $10,499,000 or $0.76 per share. Other significant variances were as follows:

●

Net interest income was up $10,236,000 (35.9%) for the first six months of 2021 over the same period in 2020, reflecting the growth mainly attributable to the Covenant acquisition. Average outstanding loans increased $420.8 million, and average total deposits increased $570.6 million. The net interest margin was 3.75% for the six months ended June 30, 2021, up from 3.73% for the first six months of 2020. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $1,665,000 in the first six months of 2021 as compared to a net positive impact of $702,000 in the first six months of 2020.

●

For the first six months of 2021, the provision for loan losses was $1,003,000, a decrease in expense of $349,000 as compared to $1,352,000 recorded in the first six months of 2020. The provision for the first six months of 2021 includes a net charge of $565,000 related to specific loans (increase in specific allowances on loans of $552,000 and net charge-offs of $13,000), an increase of $352,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion. In comparison, the provision for loan losses in the first six months of 2020 included the effects of recording a specific allowance of $1,193,000 on a commercial loan for which a charge-off of $2,219,000 was subsequently recorded in the third quarter 2020.

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●

Noninterest income for the first six months of 2021 was up $2,273,000 from the total for the first six months of 2020. Significant variances included the following:

Other noninterest income totaled $2,172,000, an increase of $585,000 over 2020. Income from realization of tax credits was $265,000 higher in the first six months of 2021 as compared to 2020 due to higher PA Educational Improvement Tax Credit Program donations. Other increases include: fee income for providing credit enhancement on sale of mortgage loans increased $144,000, income from title services increased $73,000, credit card interchange income increased $69,000 and merchant services income increased $43,000.

Loan servicing fees, net, were $394,000 in the first six months of 2021, an increase of $566,000 over the 2020 total of negative $172,000 (a decrease in revenue). The fair value of servicing rights increased $36,000 in the first six months of 2021 as compared to a reduction in fair value of $396,000 in 2020 mainly due to changes in assumptions related to prepayments of mortgage loans.

Interchange revenue from debit card transactions totaled $1,879,000 for the first six months of 2021, an increase of $430,000, reflecting an increase in transaction volumes.

Trust revenue of $3,433,000 increased $389,000 reflecting the impact of growth in trust assets under management including the impact of market value appreciation.

Net gains from sales of loans totaled $1,989,000 in the first six months of 2021, an increase of $110,000 over the total for the first six months of 2020. The increase reflects an increase in volume of mortgage loans sold, resulting mainly from lower interest rates.

●

Noninterest expense, excluding merger-related expenses, increased $5,922,000 for the six months ended June 30, 2021 over the total for the first six months of 2020. Significant variances included the following:

Total salaries and employee benefits expense increased $4,033,000. In addition to merit-based salary increases, there were increases in personnel from the Covenant acquisition and for expansion of services in the Southeastern and Southcentral Pennsylvania locations and additional support staff to accommodate overall growth.

Other noninterest expense increased $496,000. Within this category, significant variances included the following:

Donations expense increased $232,000, mainly due to an increase in donations associated with the PA Educational Improvement Tax Credit program.

Business development expenses totaled $260,000, an increase of $169,000, due primarily to an increase in public relations expense.

FDIC insurance expense totaled $275,000, an increase of $162,000.

Amortization of core deposit intangibles increased $144,000 related to the Covenant acquisition.

Other operational losses totaled $149,000, a decrease of $195,000. Expenses associated with trust department tax compliance matters totaled $107,000 in the first six months of 2021 as compared to $300,000 in the first six months of 2020.

Net occupancy and equipment expense increased $445,000, primarily reflecting an increase due to the Covenant acquisition.

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Data processing and telecommunications expenses increased $390,000, including the impact of growth related to the Covenant acquisition, increased costs from outsourced support services and other increases in software licensing and maintenance costs.

Professional fees expense increased $302,000, mainly due to increases in recruiting services and PPP loan processing professional fees.

●

The income tax provision was $3,890,000 for the six months ended June 30, 2021, up from $2,071,000 for the first six months of 2020. Pre-tax income was $8,062,000 higher in the first six months of 2021 as compared to 2020. The effective tax rate was 19.7% for the first six months of 2021, higher than the 17.7% effective tax rate for the first six months of 2020. The tax benefit of tax-exempt interest income was 2.3% of pre-tax income in the first six months of 2021 as compared to a 3.3% benefit in 2020. Also, city and state income taxes, net of federal benefit, totaled 1.6% of pre-tax income in the first six months of 2021, up from 0.7% in 2020.

More detailed information concerning fluctuations in the Corporation’s earnings results and other financial information are provided in other sections of Management’s Discussion and Analysis.

ACQUISITION OF COVENANT FINANCIAL, INC.

The Corporation’s acquisition of Covenant was completed July 1, 2020. Covenant was the parent company of Covenant Bank, which operated banking offices in Bucks and Chester Counties of Pennsylvania. Pursuant to the transaction, Covenant merged with and into the Corporation and Covenant Bank merged with and into C&N Bank. Total purchase consideration was $63.3 million, including common stock with a fair value of $41.6 million and cash of $21.7 million. The acquisition of Covenant follows the acquisition of Monument Bancorp, Inc. (“Monument”) on April 1, 2019. Monument was the parent company of Monument Bank, with banking and lending offices in Bucks County, Pennsylvania. The total transaction value of the Monument acquisition was $42.7 million.

In connection with the Covenant acquisition, effective July 1, 2020, the Corporation recorded goodwill of $24.1 million and a core deposit intangible asset of $3.1 million. Assets acquired included loans valued at $464.2 million, cash and due from banks of $97.8 million, bank-owned life insurance valued at $11.2 million and securities valued at $10.8 million. Liabilities assumed included deposits valued at $481.8 million, borrowings valued at $64.0 million and subordinated debt valued at $10.1 million. The assets purchased and liabilities assumed in the acquisition were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition. There were no adjustments to the fair values of assets acquired and liabilities assumed in the Covenant acquisition in the ~~first quarter~~six months ended June 30, 2021.

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TABLE I – QUARTERLY FINANCIAL DATA


	For the Three Months Ended :										For the Three Months Ended :
(Dollars In Thousands, Except Per Share Data)	March 31,		December 31,		September 30,		June 30,		March 31,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,
(Unaudited)	2021		2020		2020		2020		2020		2021		2021		2020		2020		2020		2020
Interest income	$	21,754	$	21,859	$	21,751	$	16,513	$	17,037	$	20,428	$	21,754	$	21,859	$	21,751	$	16,513	$	17,037
Interest expense		1,671		2,104		2,469		2,267		2,755		1,747		1,671		2,104		2,469		2,267		2,755
Net interest income		20,083		19,755		19,282		14,246		14,282		18,681		20,083		19,755		19,282		14,246		14,282
Provision (credit) for loan losses		259		620		1,941		(176)		1,528		744		259		620		1,941		(176)		1,528
Net interest income after provision (credit) for loan losses		19,824		19,135		17,341		14,422		12,754		17,937		19,824		19,135		17,341		14,422		12,754
Noninterest income		6,782		6,565		6,970		5,528		5,281		6,300		6,782		6,565		6,970		5,528		5,281
Net gains on securities		0		144		25		0		0		2		0		144		25		0		0
Loss on prepayment of borrowings		0		1,636		0		0		0		0		0		1,636		0		0		0
Merger-related expenses		0		182		6,402		983		141		0		0		182		6,402		983		141
Other noninterest expenses		15,709		15,775		14,648		12,274		12,912		15,399		15,709		15,775		14,648		12,274		12,912
Income before income tax provision		10,897		8,251		3,286		6,693		4,982		8,840		10,897		8,251		3,286		6,693		4,982
Income tax provision		2,110		1,481		438		1,255		816		1,780		2,110		1,481		438		1,255		816
Net income	$	8,787	$	6,770	$	2,848	$	5,438	$	4,166	$	7,060	$	8,787	$	6,770	$	2,848	$	5,438	$	4,166
Net income attributable to common shares	$	8,722	$	6,727	$	2,830	$	5,405	$	4,146	$	6,999	$	8,722	$	6,727	$	2,830	$	5,405	$	4,146
Basic earnings per common share	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30	$	0.44	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30
Diluted earnings per common share	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30	$	0.44	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30

CRITICAL ACCOUNTING POLICIES

The presentation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates.

Allowance for Loan Losses – A material estimate that is particularly susceptible to significant change is the determination of the allowance for loan losses. The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. Management believes the allowance for loan losses is adequate and reasonable. Note 7 to the unaudited consolidated financial statements provides an overview of the process management uses for evaluating and determining the allowance for loan losses, and additional discussion of the allowance for loan losses is provided in a separate section later in Management’s Discussion and Analysis. Given the very subjective nature of identifying and valuing loan losses, it is likely that well-informed individuals could make materially different assumptions, and could, therefore calculate a materially different allowance value. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

Business Combinations – We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Our estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that we believe to be reasonable.

Fair Value of Debt Securities – Another material estimate is the calculation of fair values of the Corporation’s debt securities. For most of the Corporation’s debt securities, the Corporation receives estimated fair values of debt securities from an independent valuation service, or from brokers. In developing fair values, the valuation service and the brokers use estimates of cash flows, based on historical performance of similar instruments in similar interest rate environments. Based on experience, management is aware that estimated fair values of debt securities tend to vary among brokers and other valuation services.

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NET INTEREST INCOME

The Corporation’s primary source of operating income is net interest income, which is equal to the difference between the amounts of interest income and interest expense. Tables II, III and IV include information regarding the Corporation’s net interest income for the

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three-month and six-month periods ended ~~March 31,~~June 30, 2021 and 2020. In each of these tables, the amounts of interest income earned on tax-exempt securities and loans have been adjusted to a fully taxable-equivalent basis. Accordingly, the net interest income amounts reflected in these tables exceed the amounts presented in the consolidated financial statements. The discussion that follows is based on amounts in the related Tables.

Three-Month Periods Ended June 30, 2021 and 2020

For the three-month periods, fully taxable equivalent net interest income was ~~$20,356,000~~$18,949,000 in 2021, which was ~~$5,850,000 (40.3%~~$4,466,000 (30.8%) higher than in 2020. Interest income in the second quarter was ~~$4,766,000~~$20,696,000 which was $3,946,000 (23.6%) higher in 2021 as compared to 2020, while interest expense was lower by ~~$1,084,000~~$520,000 in comparing the same periods. The increase in net interest income reflects the impact of growth mainly attributable to the Covenant acquisition. Table IV shows the net effect of changes in volume resulted in an increase in net interest income of ~~$5,801,000,~~$4,022,000, while changes in interest rates had a net positive impact of ~~$49,000.~~$444,000. As presented in Table III, the Net Interest Margin was ~~4.00%~~3.52% in 2021 as compared to ~~3.83%~~3.65% in 2020, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) ~~increased~~decreased to ~~3.86%~~3.37% in 2021 from ~~3.54%~~3.39% in 2020. The average yield on earning assets of ~~4.33%~~3.85% was ~~0.22%~~0.37% lower in 2021 as compared to 2020, ~~while~~and the average rate on ~~interest-bearing~~interest- bearing liabilities ~~decreased 0.54% between periods.~~of 0.48% in 2021 was 0.35% lower.

Income from purchase accounting-related adjustments in the ~~first~~second quarter 2021 had a positive effect on net interest income of ~~$952,000,~~$713,000, including an increase in income on loans of ~~$430,000~~$323,000 and net reductions in interest expense on time deposits and borrowed funds totaling ~~$522,000.~~$390,000. The positive impact to the ~~first~~second quarter 2021 net interest margin from purchase accounting adjustments was ~~0.19%~~0.13%. In comparison, the positive impact to the ~~first~~second quarter 2020 net interest margin was ~~$417,000,~~$285,000, or ~~0.11%~~0.07%.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled ~~$22,027,000~~$20,696,000 in 2021, an increase of ~~$4,766,000 (27.6%~~$3,946,000 (23.6%) from 2020. Interest and fees from loans receivable increased ~~$5,008,000,~~$3,915,000, or ~~33.3%~~26.7%, in 2021 as compared to 2020. Table IV shows the increase in interest and fees on loans includes ~~$5,917,000~~the net impact of $4,121,000 related to an increase in average volume ~~offset by~~and a ~~decrease~~reduction of ~~$909,000~~$206,000 attributable to a decrease in average rate. ~~Included in the positive volume variance is interest and fees from PPP loans totaling $1,998,000 in the first quarter 2021 with no corresponding amount in the first quarter 2020.~~

Average outstanding loans receivable increased ~~$466,101,000 (39.9%~~$375,680,000 (30.5%) to ~~$1,634,586,000~~$1,607,121,000 in 2021 from ~~$1,168,485,000~~$1,231,441,000 in 2020. The increase in loans outstanding is due largely to the Covenant acquisition and the significant growth of PPP loans over the course of 2020 and the first quarter 2021. The average balance of PPP loans totaled ~~$138,564,000~~$125,480,000 in the ~~first~~second quarter ~~2021.~~2021 compared to $77,832,000 in 2020.

The average yield on loans in the ~~first~~second quarter 2021 was ~~4.97%~~4.64%, down from ~~5.18%~~4.79% in the ~~first~~second quarter 2020, as rates on variable rate loans and rates on recent new loan originations have decreased, and prepayments of loans have increased, due to decreases in market interest rates throughout most of 2020. Further, yields on loans acquired from Covenant reflect market yields at the acquisition date (July 1, 2020), which were lower than the Corporation’s average portfolio yield before the transaction. The average yield on loans in the ~~first~~second quarter 2021 was also affected by the comparatively low average yield on 2nd Draw PPP loans with a total average balance of ~~$34,197,000~~$71,841,000 and a yield of ~~2.21%~~2.18%. The yield of 6.42% on 1st Draw PPP loans with an average balance of ~~7.04%~~$53,639,000 helped to bolster the average yield on loans in the ~~first~~second quarter 2021 as previously deferred fees were recognized in income upon the SBA’s repayment of loans based on forgiveness of the underlying borrowers.

Interest income from available-for-sale debt securities ~~decreased $219,000 (10.3%)~~remained flat in 2021 from 2020. Total average available-for-sale debt securities (at amortized cost) increased to $366,329,000 in 2021 ~~increased slightly to $335,265,000~~ from ~~$335,007,000~~$326,069,000 in 2020. The average balance of tax-exempt securities increased ~~$47,682,000,~~$41,051,000, while the average balance of mortgage-backed securities and other taxable securities decreased ~~$47,424,000.~~by $791,000. The average yield on available-for-sale debt securities was ~~2.32%~~2.20% for 2021, down from ~~2.56%~~2.48% in 2020. The reduction in yield on available-for-sale securities ~~is a result~~reflects accelerating calls and prepayments of ~~faster amortization on mortgage-backed~~amortizing securities ~~and~~attributable to lower interest rates as well as purchases of lower yielding securities at recent market rates.

Income from interest-bearing due from banks totaled $50,000 in 2021, a decrease of $31,000 (38.3%) from $81,000 in 2020. The average yield on interest-bearing due from banks dropped to 0.22% in 2021 from 1.68% in 2020, consistent with the decrease in market rates. The average balance increased $73,218,000 as increases in deposits and funds from loan repayments outpaced uses of funds for purchases of securities and repayments of borrowings.

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Income from interest-bearing due from banks totaled $74,000 in 2021, an increase of $33,000 (80.5%) from $41,000 in 2020. The average yield on interest-bearing due from banks decreased to 0.16% in 2021 from 0.44% in 2020, consistent with the decrease in market rates. The average balance increased $144,787,000 as increases in deposits and funds from loan repayments outpaced uses of funds for loan originations, purchases of securities and repayments of borrowings.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

For the three-month periods, interest expense decreased ~~$1,084,000~~$520,000 to ~~$1,671,000~~$1,747,000 in 2021 from ~~$2,755,000~~$2,267,000 in 2020. Interest expense on deposits decreased ~~$877,000,~~$567,000, as the average rate on interest-bearing deposits decreased to ~~0.38%~~0.35% in 2021 from ~~0.89%~~0.72% in 2020. The decrease in average rates on deposits includes decreases of ~~0.91%~~0.80% on time deposits, ~~0.22%~~0.13% on money market accounts, ~~0.18%~~0.07% on interest checking accounts and ~~0.05%~~0.02% on saving accounts. The change in mix of deposits also contributed to the reduction in average rate, as time deposits fell to 17.5% of total deposits in the second quarter 2021 from 25.4% in the second quarter 2020.

Average total deposits increased ~~$570,867,000, including~~$570,035,000 (42.2%) to $1,919,038,000 in the second quarter from $1,349,003,000 in 2020. The increase in average balance on deposits reflects the impact of deposits assumed in the Covenant acquisition, PPP-related activity and funding from other government stimulus programs.

Interest expense on total borrowed funds ~~decreased $207,000~~increased $47,000 in 2021 as compared to 2020. The average balance of total borrowed funds decreased to ~~$83,755,000~~$87,162,000 in the ~~first~~second quarter 2021 from ~~$115,447,000~~$99,261,000 in the ~~first~~second quarter 2020, while the average rate on borrowed funds ~~decreased~~increased to ~~1.90%~~2.44% in the ~~first~~second quarter 2021 from ~~2.09%~~1.96% in the ~~first~~second quarter 2020. The net decrease in average balance ~~and rate on~~of borrowed funds includes the impact of the prepayment of higher cost ~~borrowings~~FHLB advances of $48.0 million completed in December ~~2020.~~2020, partially offset by net increases in senior notes and subordinated debt.

Interest expense on short-term borrowings decreased ~~$183,000~~$57,000 to ~~$15,000~~$7,000 in 2021 from ~~$198,000~~$64,000 in 2020. The average balance of short-term borrowings decreased to ~~$14,365,000~~$6,528,000 in 2021 from ~~$44,882,000~~$19,844,000 in 2020. The average rate on short-term borrowings decreased to ~~0.42%~~0.43% in 2021 from ~~1.77%~~1.30% in 2020, reflecting the impact of lower ~~short-term market rates in 2021.~~short term rates.

Interest expense on long-term borrowings (FHLB advances) decreased ~~$161,000~~$204,000 to ~~$134,000~~$109,000 in 2021 from ~~$295,000~~$313,000 in 2020. The average balance of long-term borrowings was ~~$52,847,000~~$46,788,000 in 2021, down from an average balance of ~~$64,065,000~~$72,917,000 in 2020. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was ~~1.03%~~0.93% in 2021 compared to ~~1.85%~~1.73% in 2020.

In May 2021, the Corporation issued unsecured senior notes with a total carrying value at issuance of $14,663,000, net of issuance costs. Interest expense on the senior notes totaled $57,000 in 2021. The average balance of the senior notes was $6,930,000 in the second quarter of 2021 at an average rate of 3.30%.

Interest expense on subordinated debt increased ~~$137,000~~$251,000 to ~~$244,000~~$357,000 in 2021 from ~~$107,000~~$106,000 in 2020. The average balance of subordinated debt increased to ~~$16,543,000~~$26,916,000 in 2021 from $6,500,000 in 2020 as a result of subordinated debt agreements assumed in the Covenant ~~transaction.~~transaction of $10,091,000 in July 2020 and the new issue of subordinated debt with a total carrying value at issuance of $24,437,000, net of issuance costs, in May 2021, partially offset by the redemption of subordinated notes totaling $8,000,000 in June 2021. The subordinated notes issued in May 2021 bear interest at 3.25% with an effective interest rate of 3.74%, maturing in June 2031 and redeemable at par beginning in June 2026. If not redeemed, the subordinated notes will bear interest at a variable rate, resetting quarterly, from June 1, 2026 until maturity. The average rate incurred on subordinated debt was ~~5.98%~~5.32% in 2021, down from ~~6.62%~~6.56% in 2020.

More information regarding the terms of borrowed funds ~~and subordinated debt~~ is provided in Note 9 to the unaudited consolidated financial statements.

Six-Month Periods Ended June 30, 2021 and 2020

For the six-month periods, fully taxable equivalent net interest income was $39,305,000 in 2021, $10,316,000 (35.6%) higher than in 2020. Interest income was $42,723,000 or $8,712,000 (25.6%) higher in 2021 as compared to 2020, while interest expense was $3,418,000 or lower by $1,604,000 (31.9%) in comparing the same periods. As presented in Table III, the Net Interest Margin was

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3.75% in 2021 as compared to 3.73% in 2020, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) was 3.61% in 2021, up from 3.46% in 2020. The overall increase in net interest income resulted mainly from the acquisition of Covenant in the third quarter 2020 and growth of the PPP loan program.

Accretion and amortization of purchase accounting adjustments related to the Covenant and Monument acquisitions had a positive effect on net interest income in the six months ended June 30, 2021 of $1,665,000, including an increase in income on loans of $754,000 and net reductions in interest expense on time deposits and borrowed funds totaling $911,000. The net positive impact to the net interest margin from purchase accounting adjustments was 0.16% in the first six months of 2021 as compared to 0.09% in the first six months of 2020.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $42,723,000 in 2021, an increase of $8,712,000 (25.6%) from 2020. Interest and fees on loans receivable increased $8,923,000, or 30.0%, to $38,637,000 in 2021 from $29,714,000 in 2020. Table IV shows the increase in interest on loans includes an increase of $9,320,000 attributable to changes in volume and a decrease of $397,000 related to changes in average rates.

For the first six months of 2021, average outstanding loans totaled $1,620,778,000, an increase of $420,815,000 (35.1%) over the comparative amount for the first six months of 2020. The increase in average loans outstanding includes the effect of loans acquired from Covenant, effective July 1, 2020, as well as subsequent loan growth in the PPP loan program.

The fully taxable equivalent yield on loans in 2021 was 4.81% compared to 4.98% in 2020 as current rates on variable rate loans and rates on recent new loan originations have decreased, and prepayments of loans have increased, consistent with decreases in market interest rates. Further, yields on loans acquired from Covenant on July 1, 2020 were recorded at then-current market yields, which were lower than the Corporation’s average portfolio yield before acquisition. For the six months ended June 30, 2021, 2nd Draw PPP loans had an average balance of $53,123,000 and an average yield of 2.19%. The average balance of 1st Draw PPP loans was $78,863,000 at an average yield of 6.83% in the first six months of 2021 as fees were recognized due to the loans being repaid by the SBA upon forgiveness of the underlying borrowers. In comparison, the average balance of 1st Draw PPP loans in the six months ended June 30, 2020 was $38,916,000 at an average yield of 2.79%.

Interest income on available-for-sale debt securities totaled $3,925,000 in 2021, a decrease of $219,000 from the total for 2020. As indicated in Table III, average available-for-sale debt securities (at amortized cost) totaled $350,883,000 in 2021, an increase of $20,345,000 (6.2%) from 2020. The average yield on available-for-sale debt securities decreased to 2.26% in 2021 from 2.52% in 2020, reflecting acceleration of calls and prepayments of amortizing securities and purchases of lower-yielding securities at recent market rates.

For the six-month periods, interest income from interest-bearing due from banks totaled $124,000 in 2021, an increase of $2,000 from $122,000 in 2020. The average balance increased $109,251,000, as increases in deposits and funds from loan repayments outpaced uses of funds for loan originations, purchases of securities and repayments of borrowings. The average yield on interest-bearing due from banks was 0.18% in 2021 as compared to 0.86% in 2020, due to decreases in market rates.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense decreased $1,604,000 to $3,418,000 in 2021 from $5,022,000 in 2020. Table III shows that the overall cost of funds on interest-bearing liabilities decreased to 0.47% in 2021 from 0.92% in 2020. The average rate on interest-bearing deposits decreased to 0.37% in 2021 from 0.80% in 2020. Table IV shows the reduction in interest expense related to changes in rate accounted for $2,337,000 of the decrease in expense, partially offset by an increase in expense of $733,000 attributable to volume.

For the six-month period ended June 30, 2021, average total deposits increased $570,649,000 (43.7%) to $1,875,318,000 in 2021 from $1,304,669,000 in 2020. The increase in average deposits includes the impact of the Covenant acquisition. The average rate on interest-bearing deposits decreased to 0.37% in 2021 from 0.80% in 2020. The decrease in average rate on deposits includes decreases of 0.86% on time deposits, 0.18% on money market accounts, 0.12% on interest checking accounts and 0.03% on saving accounts. The average

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balance of time deposits fell to 18.8% of average total deposits in 2021 from 27.8% in 2020, further contributing to the reduction in average rate on deposits.

Interest expense on borrowed funds decreased $160,000 in 2021 as compared to 2020. Total average borrowed funds decreased $21,886,000 to $85,468,000 in 2021 from $107,354,000 in 2020, while the average rate on borrowed funds increased to 2.18% in 2021 from 2.03% in 2020.

Interest expense on short-term borrowings decreased $240,000 to $22,000 in 2021 from $262,000 in 2020. The average balance of short-term borrowings decreased to $10,425,000 in 2021 from $32,363,000 in 2020. The average rate on short-term borrowings decreased to 0.43% in 2021 from 1.63% in 2020.

Interest expense on long-term borrowings (FHLB advances) decreased $365,000 to $243,000 in 2021 from $608,000 in 2020. The average balance of long-term borrowings was $49,801,000 in 2021, down from an average balance of $68,491,000 in 2020. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was 0.98% in 2021 compared to 1.79% in 2020. The reduction in both average balance and rate reflects the prepayment of higher cost borrowings done in December 2020.

Interest expense on the senior notes totaled $57,000 in 2021. The average balance of the senior notes was $3,484,000 in 2021 with an average rate of 3.30%.

Interest expense on subordinated debt increased $388,000 to $601,000 in 2021 from $213,000 in 2020. The average balance of subordinated debt increased to $21,758,000 in 2021 from $6,500,000 in 2020 reflecting the net impact of subordinated debt agreements assumed in the Covenant transaction of $10,091,000 in July 2020, the new issue of subordinated debt of $24,437,000, net, in May 2021 and the redemption of subordinated notes totaling $8,000,000 in June 2021. The average rate on subordinated debt decreased to 5.57% in 2021 from 6.59% in 2020.

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TABLE II - ANALYSIS OF INTEREST INCOME AND EXPENSE


	Three Months Ended						Three Months Ended							Six Months Ended
	March 31,				Increase/		June 30,				Increase/		.	June 30,				Increase/
(In Thousands)	2021		2020		(Decrease)		2021		2020		(Decrease)			2021		2020		(Decrease)
INTEREST INCOME
Interest-bearing due from banks	$	50	$	81	$	(31)	$	74	$	41	$	33		$	124	$	122	$	2
Available-for-sale debt securities:
Taxable		1,113		1,588		(475)		1,187		1,380		(193)			2,300		2,968		(668)
Tax-exempt		801		545		256		824		631		193			1,625		1,176		449
Total available-for-sale debt securities		1,914		2,133		(219)		2,011		2,011		0			3,925		4,144		(219)
Loans receivable:
Taxable		17,493		14,461		3,032		16,826		13,586		3,240			34,319		28,047		6,272
Paycheck Protection Program - 1st Draw		1,812		0		1,812		859		540		319			2,671		540		2,131
Paycheck Protection Program - 2nd Draw		186		0		186		390		0		390			576		0		576
Tax-exempt		553		575		(22)		518		552		(34)			1,071		1,127		(56)
Total loans receivable		20,044		15,036		5,008		18,593		14,678		3,915			38,637		29,714		8,923
Other earning assets		19		11		8		18		20		(2)			37		31		6
Total Interest Income		22,027		17,261		4,766		20,696		16,750		3,946			42,723		34,011		8,712

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		221		243		(22)		235		202		33			456		445		11
Money market		306		263		43		320		232		88			626		495		131
Savings		55		64		(9)		57		54		3			112		118		(6)
Time deposits		696		1,585		(889)		605		1,296		(691)			1,301		2,881		(1,580)
Total interest-bearing deposits		1,278		2,155		(877)		1,217		1,784		(567)			2,495		3,939		(1,444)
Borrowed funds:
Short-term		15		198		(183)		7		64		(57)			22		262		(240)
Long-term		134		295		(161)
Subordinated debt		244		107		137
Long-term - FHLB advances								109		313		(204)			243		608		(365)
Senior notes, net								57		0		57			57		0		57
Subordinated debt, net								357		106		251			601		213		388
Total borrowed funds		393		600		(207)		530		483		47			923		1,083		(160)
Total Interest Expense		1,671		2,755		(1,084)		1,747		2,267		(520)			3,418		5,022		(1,604)

Net Interest Income	$	20,356	$	14,506	$	5,850	$	18,949	$	14,483	$	4,466		$	39,305	$	28,989	$	10,316

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully tax-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%

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Table III - Analysis of Average Daily Balances and Rates


(Dollars in Thousands)	Three Months				Three Months				Three Months				Three Months				Six Months				Six Months
	Ended		Rate of		Ended		Rate of		Ended		Rate of		Ended		Rate of		Ended		Rate of		Ended		Rate of
	3/31/2021		Return/		3/31/2020		Return/		6/30/2021		Return/		6/30/2020		Return/		6/30/2021		Return/		6/30/2020		Return/
	Average		Cost of		Average		Cost of		Average		Cost of		Average		Cost of		Average		Cost of		Average		Cost of
	Balance		Funds %		Balance		Funds %		Balance		Funds %		Balance		Funds %		Balance		Funds %		Balance		Funds %
EARNING ASSETS
Interest-bearing due from banks	$	92,619	0.22	%	$	19,401	1.68	%	$	182,586	0.16	%	$	37,799	0.44	%	$	137,851	0.18	%	$	28,600	0.86	%
Available-for-sale debt securities,
at amortized cost:
Taxable		217,733	2.07	%		265,157	2.41	%		243,228	1.96	%		244,019	2.27	%		230,551	2.01	%		254,588	2.34	%
Tax-exempt		117,532	2.76	%		69,850	3.14	%		123,101	2.68	%		82,050	3.09	%		120,332	2.72	%		75,950	3.11	%
Total available-for-sale debt securities		335,265	2.32	%		335,007	2.56	%		366,329	2.20	%		326,069	2.48	%		350,883	2.26	%		330,538	2.52	%
Loans receivable:
Taxable		1,428,721	4.97	%		1,108,118	5.25	%		1,418,171	4.76	%		1,094,432	4.99	%		1,423,417	4.86	%		1,101,275	5.12	%
Paycheck Protection Program - 1st Draw		104,367	7.04	%		0	0.00	%		53,639	6.42	%		77,832	2.79	%		78,863	6.83	%		38,916	2.79	%
Paycheck Protection Program - 2nd Draw		34,197	2.21	%		0	0.00	%		71,841	2.18	%		0	0.00	%		53,123	2.19	%		0	0.00	%
Tax-exempt		67,301	3.33	%		60,367	3.83	%		63,470	3.27	%		59,177	3.75	%		65,375	3.30	%		59,772	3.79	%
Total loans receivable		1,634,586	4.97	%		1,168,485	5.18	%		1,607,121	4.64	%		1,231,441	4.79	%		1,620,778	4.81	%		1,199,963	4.98	%
Other earning assets		2,851	2.70	%		1,460	3.03	%		2,467	2.93	%		2,206	3.65	%		2,658	2.81	%		1,833	3.40	%
Total Earning Assets		2,065,321	4.33	%		1,524,353	4.55	%		2,158,503	3.85	%		1,597,515	4.22	%		2,112,170	4.08	%		1,560,934	4.38	%
Cash		23,796				18,042				25,453				18,960				24,629				18,501
Unrealized gain on securities		12,890				8,176				10,197				12,574				11,536				10,375
Allowance for loan losses		(11,739)				(10,015)				(11,992)				(11,471)				(11,866)				(10,743)
Bank-owned life insurance		30,154				18,677				30,301				18,779				30,228				18,728
Bank premises and equipment		21,348				17,732				20,620				18,230				20,982				17,981
Intangible Assets		56,288				29,607
Intangible assets										56,153				29,543				56,220				29,575
Other assets		44,628				30,593				42,516				30,723				43,566				30,658
Total Assets	$	2,242,686			$	1,637,165			$	2,331,751			$	1,714,853			$	2,287,465			$	1,676,009

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking	$	355,993	0.25	%	$	227,069	0.43	%	$	387,942	0.24	%	$	260,177	0.31	%	$	372,056	0.25	%	$	243,623	0.37	%
Money market		406,841	0.31	%		200,691	0.53	%		433,295	0.30	%		215,441	0.43	%		420,141	0.30	%		208,066	0.48	%
Savings		213,437	0.10	%		168,971	0.15	%		227,426	0.10	%		183,933	0.12	%		220,470	0.10	%		176,452	0.13	%
Time deposits		370,555	0.76	%		381,621	1.67	%		335,773	0.72	%		343,257	1.52	%		353,068	0.74	%		362,439	1.60	%
Total interest-bearing deposits		1,346,826	0.38	%		978,352	0.89	%		1,384,436	0.35	%		1,002,808	0.72	%		1,365,735	0.37	%		990,580	0.80	%
Borrowed funds:
Short-term		14,365	0.42	%		44,882	1.77	%		6,528	0.43	%		19,844	1.30	%		10,425	0.43	%		32,363	1.63	%
Long-term		52,847	1.03	%		64,065	1.85	%
Subordinated debt		16,543	5.98	%		6,500	6.62	%
Long-term - FHLB advances										46,788	0.93	%		72,917	1.73	%		49,801	0.98	%		68,491	1.79	%
Senior notes, net										6,930	3.30	%		0	0.00	%		3,484	3.30	%		0	0.00	%
Subordinated debt, net										26,916	5.32	%		6,500	6.56	%		21,758	5.57	%		6,500	6.59	%
Total borrowed funds		83,755	1.90	%		115,447	2.09	%		87,162	2.44	%		99,261	1.96	%		85,468	2.18	%		107,354	2.03	%
Total Interest-bearing Liabilities		1,430,581	0.47	%		1,093,799	1.01	%		1,471,598	0.48	%		1,102,069	0.83	%		1,451,203	0.47	%		1,097,934	0.92	%
Demand deposits		484,286				281,893				534,602				346,285				509,583				314,089
Other liabilities		27,930				14,071				23,898				15,891				25,903				14,981
Total Liabilities		1,942,797				1,389,763				2,030,098				1,464,245				1,986,689				1,427,004
Stockholders' equity, excluding
other comprehensive income/loss		289,591				240,718
other comprehensive income										293,487				240,434				291,550				240,576
Accumulated other comprehensive income		10,298				6,684				8,166				10,174				9,226				8,429
Total Stockholders' Equity		299,889				247,402				301,653				250,608				300,776				249,005
Total Liabilities and Stockholders' Equity	$	2,242,686			$	1,637,165			$	2,331,751			$	1,714,853			$	2,287,465			$	1,676,009
Interest Rate Spread			3.86	%			3.54	%			3.37	%			3.39	%			3.61	%			3.46	%
Net Interest Income/Earning Assets			4.00	%			3.83	%			3.52	%			3.65	%			3.75	%			3.73	%

Total Deposits (Interest-bearing
and Demand)	$	1,831,112			$	1,260,245			$	1,919,038			$	1,349,093			$	1,875,318			$	1,304,669

(1)	Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

(2)	Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)	Rates of return on earning assets and costs of funds are presented on an annualized basis.

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TABLE IV - ANALYSIS OF VOLUME AND RATE CHANGES


(In Thousands)	Three Months Ended 3/31/21 vs. 3/31/20						Three Months Ended 6/30/21 vs. 6/30/20						.	Six Months Ended 6/30/21 vs. 6/30/20
	Change in		Change in		Total		Change in		Change in		Total			Change in		Change in		Total
	Volume		Rate		Change		Volume		Rate		Change			Volume		Rate		Change
EARNING ASSETS
Interest-bearing due from banks	$	89	$	(120)	$	(31)	$	72	$	(39)	$	33		$	161	$	(159)	$	2
Available-for-sale debt securities:
Taxable		(267)		(208)		(475)		0		(193)		(193)			(267)		(401)		(668)
Tax-exempt		327		(71)		256		285		(92)		193			612		(163)		449
Total available-for-sale debt securities		60		(279)		(219)		285		(285)		0			345		(564)		(219)
Loans receivable:
Taxable		3,860		(828)		3,032		3,902		(662)		3,240			7,762		(1,490)		6,272
Paycheck Protection Program - 1st Draw		1,812		0		1,812		(210)		529		319			884		1,247		2,131
Paycheck Protection Program - 2nd Draw		186		0		186		390		0		390			576		0		576
Tax-exempt		59		(81)		(22)		39		(73)		(34)			98		(154)		(56)
Total loans receivable		5,917		(909)		5,008		4,121		(206)		3,915			9,320		(397)		8,923
Other earning assets		9		(1)		8		3		(5)		(2)			12		(6)		6
Total Interest Income		6,075		(1,309)		4,766		4,481		(535)		3,946			9,838		(1,126)		8,712

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		103		(125)		(22)		83		(50)		33			186		(175)		11
Money market		186		(143)		43		179		(91)		88			365		(234)		131
Savings		14		(23)		(9)		11		(8)		3			25		(31)		(6)
Time deposits		(45)		(844)		(889)		(28)		(663)		(691)			(73)		(1,507)		(1,580)
Total interest-bearing deposits		258		(1,135)		(877)		245		(812)		(567)			503		(1,947)		(1,444)
Borrowed funds:
Short-term		(87)		(96)		(183)		(28)		(29)		(57)			(115)		(125)		(240)
Long-term		(45)		(116)		(161)
Subordinated debt		148		(11)		137
Long-term - FHLB advances								(93)		(111)		(204)			(138)		(227)		(365)
Senior notes, net								57		0		57			57		0		57
Subordinated debt, net								278		(27)		251			426		(38)		388
Total borrowed funds		16		(223)		(207)		214		(167)		47			230		(390)		(160)
Total Interest Expense		274		(1,358)		(1,084)		459		(979)		(520)			733		(2,337)		(1,604)

Net Interest Income	$	5,801	$	49	$	5,850	$	4,022	$	444	$	4,466		$	9,105	$	1,211	$	10,316

(1)	Changes in income on tax-exempt securities and loans are presented on a fully tax-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

(2)	The change in interest due to both volume and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the change in each.

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NONINTEREST INCOME

TABLE V – COMPARISON OF NONINTEREST INCOME


(Dollars in Thousands)	Three Months Ended								Three Months Ended
	March 31,					$	%		June 30,					$	%
	2021		2020			Change	Change		2021		2020			Change	Change
Trust revenue	$	1,626	$	1,479	$	147	9.9	%	$	1,807	$	1,565	$	242	15.5	%
Brokerage and insurance revenue		326		355		(29)	(8.2)	%		506		384		122	31.8	%
Service charges on deposit accounts		1,015		1,250		(235)	(18.8)	%		1,073		831		242	29.1	%
Interchange revenue from debit card transactions		881		731		150	20.5	%		998		718		280	39.0	%
Net gains from sales of loans		1,064		315		749	237.8	%		925		1,564		(639)	(40.9)	%
Loan servicing fees, net		248		(14)		262	N/M			146		(158)		304	N/M
Increase in cash surrender value of life insurance		150		104		46	44.2	%		145		98		47	48.0	%
Other noninterest income		1,472		1,061		411	38.7	%		700		526		174	33.1	%
Total noninterest income, excluding realized gains on securities, net										6,300		5,528		772	14.0	%
Realized gains on available-for-sale debt securities, net										2		0		2
Total noninterest income	$	6,782	$	5,281	$	1,501	28.4	%	$	6,302	$	5,528	$	774	14.0	%

N/M = Not Meaningful

Total noninterest income, excluding realized gains on securities, net in the ~~first~~second quarter 2021 increased ~~$1,501,000 (28.4%~~$772,000 (14.0%) from the ~~first~~second quarter 2020 total. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.


(Dollars in Thousands)	Six Months Ended
	June 30,					$	%
	2021		2020			Change	Change
Trust revenue	$	3,433	$	3,044	$	389	12.8	%
Brokerage and insurance revenue		832		739		93	12.6	%
Service charges on deposit accounts		2,088		2,081		7	0.3	%
Interchange revenue from debit card transactions		1,879		1,449		430	29.7	%
Net gains from sales of loans		1,989		1,879		110	5.9	%
Loan servicing fees, net		394		(172)		566	N/M
Increase in cash surrender value of life insurance		295		202		93	46.0	%
Other noninterest income		2,172		1,587		585	36.9	%
Total noninterest income, excluding realized gains on securities, net		13,082		10,809		2,273	21.0	%
Realized gains on available-for-sale debt securities, net		2		0		2
Total noninterest income	$	13,084	$	10,809	$	2,275	21.0	%

N/M = Not Meaningful

Total noninterest income, excluding realized gains on securities, net for the first six months of 2021 increased $2,273,000 (21.0%) from the total for the first six months of 2020. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

NONINTEREST EXPENSE

TABLE VI - COMPARISON OF NONINTEREST EXPENSE


(Dollars in Thousands)	Three Months Ended								Three Months Ended
	March 31,				$		%		June 30,				$		%
	2021		2020		Change		Change		2021		2020		Change		Change
Salaries and employee benefits	$	8,895	$	7,378	$	1,517	20.6	%	$	9,499	$	6,983	$	2,516	36.0	%
Net occupancy and equipment expense		1,304		1,103		201	18.2	%		1,219		975		244	25.0	%
Data processing and telecommunications expense		1,380		1,224		156	12.7	%		1,487		1,253		234	18.7	%
Automated teller machine and interchange expense		337		297		40	13.5	%		355		275		80	29.1	%
Pennsylvania shares tax		491		422		69	16.4	%		490		423		67	15.8	%
Professional fees		547		379		168	44.3	%		598		464		134	28.9	%
Other noninterest expense		2,755		2,109		646	30.6	%		1,751		1,901		(150)	(7.9)	%
Total noninterest expense, excluding merger-related expenses		15,709		12,912		2,797	21.7	%		15,399		12,274		3,125	25.5	%
Merger-related expenses		0		141		(141)	(100.0)	%		0		983		(983)	(100.0)	%
Total noninterest expense	$	15,709	$	13,053	$	2,656	20.3	%	$	15,399	$	13,257	$	2,142	16.2	%

Total noninterest ~~expenses~~expense in the ~~first~~second quarter 2021 increased ~~$2,656,000 (20.3%~~$2,142,000 (16.2%) from the ~~first~~second quarter 2020 total. Excluding merger-related expenses from the second quarter 2020, total noninterest expense in the second quarter 2021 increased $3,125,000 (25.5%) from the second quarter 2020. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.


(Dollars in Thousands)	Six Months Ended
	June 30,				$		%
	2021		2020		Change		Change
Salaries and employee benefits	$	18,394	$	14,361	$	4,033	28.1	%
Net occupancy and equipment expense		2,523		2,078		445	21.4	%
Data processing and telecommunications expense		2,867		2,477		390	15.7	%
Automated teller machine and interchange expense		692		572		120	21.0	%
Pennsylvania shares tax		981		845		136	16.1	%
Professional fees		1,145		843		302	35.8	%
Other noninterest expense		4,506		4,010		496	12.4	%
Total noninterest expense, excluding merger-related expenses		31,108		25,186		5,922	23.5	%
Merger-related expenses		0		1,124		(1,124)	(100.0)	%
Total noninterest expense	$	31,108	$	26,310	$	4,798	18.2	%

Total noninterest expense for the first six months of 2021 increased $4,798,000 (18.2%) from the total for the first six months of 2020. Total noninterest expense for the first six months of 2021 increased $5,922,000 (23.5%) from the total excluding merger-related expenses, for the first six months of 2020. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.

INCOME TAXES

The income tax provision in interim periods is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The income tax provision for the first ~~three~~six months of 2021 was ~~$2,110,000,~~$3,890,000, which was ~~$1,294,000~~$1,819,000 higher than the provision for the first ~~three~~six months of ~~2020 of $816,000.~~2020. The effective tax rate (tax provision as a percentage of pre-tax income) was ~~19.4%~~19.7% in the first ~~three~~six months of 2021 compared to ~~16.4%~~17.7% in the first ~~three~~six months of 2020. The Corporation’s effective tax rates differ from the statutory rate of 21% in the first ~~three~~six months of 2021 and 2020 principally because of the effects of tax-exempt interest income, state income taxes and other permanent differences. The higher effective tax rate in the first ~~three~~six months of 2021 as compared to 2020 resulted mainly from ~~an increase in state income taxes and~~ a reduction in the proportion of tax-exempt interest income to total pre-tax ~~income.~~income and an increase in city and state income taxes.

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The Corporation recognizes deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The net deferred tax asset at ~~March 31,~~June 30, 2021 and December 31, 2020 represents the following temporary difference components:


	March 31,		December 31,		June 30,		December 31,
(In Thousands)	2021		2020		2021		2020
Deferred tax assets:
Allowance for loan losses	$	2,305	$	2,154	$	2,537	$	2,154
Purchase accounting adjustments on loans		1,854		1,930		1,784		1,930
Net operating loss carryforward		866		896		837		896
Operating leases liability		702		724		680		724
Other deferred tax assets		2,611		3,089		2,850		3,089
Total deferred tax assets		8,338		8,793		8,688		8,793

Deferred tax liabilities:
Unrealized holding gains on securities		1,819		3,104		2,438		3,104
Defined benefit plans - ASC 835		30		32		29		32
Bank premises and equipment		1,140		1,216		1,082		1,216
Core deposit intangibles		811		840		783		840
Right-of-use assets from operating leases		702		724		680		724
Other deferred tax liabilities		306		172		268		172
Total deferred tax liabilities		4,808		6,088		5,280		6,088
Deferred tax asset, net	$	3,530	$	2,705	$	3,408	$	2,705

In connection with the Covenant merger, the Corporation received a net operating loss (“NOL”) available to be carried forward against federal taxable income of $4.6 million. Availability of the NOL does not expire; however, the amount that may be offset against taxable income is limited to approximately $563,000 per year and further limited annually to no more than 80% of taxable income without regard to the NOL. At December 31, 2020, the unused amount of the NOL was $4.3 million.

The Corporation regularly reviews deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income.

Management believes the recorded net deferred tax asset at ~~March 31,~~June 30, 2021 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings.

FINANCIAL CONDITION

This section includes information regarding the Corporation’s lending activities or other significant changes or exposures that are not otherwise addressed in Management’s Discussion and Analysis. Significant changes in the average balances of the Corporation’s earning assets and interest-bearing liabilities are described in the Net Interest Income section of Management’s Discussion and Analysis. Other significant balance sheet items, including securities, the allowance for loan losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. There are no significant concerns that have arisen related to the Corporation’s off-balance sheet loan commitments or outstanding letters of credit at ~~March 31,~~June 30, 2021, and management does not expect the amount of purchases of bank premises and equipment to have a material, detrimental effect on the Corporation’s financial condition in 2021.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

At ~~March 31,~~June 30, 2021, gross loans outstanding totaled ~~$1,614,587,000,~~$1,597,856,000, an increase of ~~$447.1~~$356.4 million ~~(38.3%~~(28.7%) from ~~March 31,~~June 30, 2020. ~~A significant portion of~~On July 1, 2020, the ~~Corporation’s loan growth was attributable~~Corporation acquired loans valued at $464.2 million pursuant to the Covenant acquisition. The net reduction in loans outstanding over the past 12 months, excluding the impact of the Covenant acquisition, reflects the impact of high levels of loan prepayments consistent with low interest rates, slow demand for new commercial loans (excluding PPP) and ~~to origination~~a high proportion of ~~PPP~~new mortgage loans ~~to businesses throughout~~being sold into the ~~Corporation’s market areas.~~secondary market. At ~~March 31,~~June 30, 2021, commercial loans represented approximately 62% of the portfolio while residential mortgage loans totaled 37% of the portfolio.

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While the Corporation’s lending activities are primarily concentrated in its market areas, a portion of the Corporation’s commercial loan segment consists of participation loans. Participation loans represent portions of larger commercial transactions for which other institutions are the “lead banks”. Although not the lead bank, the Corporation conducts detailed underwriting and monitoring of participation loan opportunities. Participation loans are included in the “Commercial and industrial,” “Commercial loans secured by real estate”, “Political subdivisions” and “Other commercial” classes in the loan tables presented in this Form 10-Q. Total participation loans outstanding amounted to ~~$60,457,000~~$57,858,000 at ~~March 31,~~June 30, 2021, down from $65,741,000 at December 31, 2020. At ~~March 31,~~June 30, 2021, the balance of participation loans outstanding includes a total of ~~$35,889,000~~$34,465,000 to businesses located outside of the Corporation’s market areas. Also, included within participation loans are “leveraged loans,” meaning loans to businesses with minimal tangible book equity and for which the extent of collateral available is limited, though typically at the time of origination the businesses have demonstrated strong cash flow performance in their recent histories. Leveraged participation loans totaled ~~$8,378,000~~$7,642,000 at ~~March 31,~~June 30, 2021 and $8,437,000 at December 31, 2020.

Since 2009, the Corporation has originated and sold residential mortgage loans to the secondary market through the MPF Xtra program administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Xtra program consist primarily of conforming, prime loans sold to the Federal National Mortgage Association (Fannie Mae), a quasi-government entity. In 2014, the Corporation began to originate and sell residential mortgage loans to the secondary market through the MPF Original program, which is also administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Original program consist primarily of conforming, prime loans sold to the Federal Home Loan Bank of Pittsburgh. In late 2019, the Corporation began to originate and sell larger-balance, nonconforming mortgages under the MPF Direct Program, which is also administered by the Federal Home Loan Banks of Pittsburgh and Chicago. The Corporation does not retain servicing rights for loans sold under the MPF Direct Program. Through ~~March 31,~~June 30, 2021, the Corporation’s activity under the MPF Direct Program has been minimal.

For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At ~~March 31,~~June 30, 2021, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to ~~$1,698,000,~~$1,599,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2020 was $1,714,000.

At ~~March 31,~~June 30, 2021, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled ~~$295,504,000,~~$314,174,000, including loans sold through the MPF Xtra program of ~~$154,553,000~~$160,535,000 and loans sold through the Original program of ~~$140,951,000.~~$153,639,000. At December 31, 2020, outstanding balances of loans sold and serviced through the two programs totaled $278,857,000, including loans sold through the MPF Xtra program of $149,463,000 and loans sold through the Original Program of $129,394,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of ~~March 31,~~June 30, 2021 and December 31, 2020.

For loans sold under the Original program, the Corporation provides a credit enhancement whereby the Corporation would assume credit losses in excess of a defined First Loss Account (“FLA”) balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding balance of loans sold. At ~~March 31,~~June 30, 2021, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was ~~$7,217,000,~~$7,695,000, and the Corporation has recorded a related allowance for credit losses in the amount of ~~$530,000~~$550,000 which is included in accrued interest and other liabilities in the accompanying consolidated balance sheets. At December 31, 2020, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was $6,766,000, and the related allowance for credit losses was $500,000. Income related to providing the credit enhancement (included

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in other noninterest income in the consolidated statements of income) totaled ~~$115,000~~$199,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$15,000~~$55,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2020. A provision for losses related to the credit enhancement obligation (included in other noninterest expense in the consolidated statements of income) of ~~$30,000~~$50,000 was recorded in the ~~three~~six months ended ~~March 31,~~June 30, 2021 with a credit for losses of ~~$30,000~~$50,000 in the ~~three~~six months ended ~~March 31,~~June 30, 2020. The Corporation does not provide a credit enhancement for loans sold through the Xtra program.

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The Corporation is a participating SBA lender. Under the terms of its arrangements with the SBA, the Corporation may originate loans to commercial borrowers, with full-or-partial guarantees by the SBA, subject to the SBA’s underwriting and documentation requirements. Covenant had also been a participating SBA lender. Pursuant to the Covenant acquisition, the Corporation acquired loans with partial SBA guarantees, or in some cases, loans where the SBA-guaranteed portion of the loans had been sold back to the SBA subject to ongoing compliance with SBA underwriting and documentation requirements. As part of its due diligence, the Corporation reviewed all the loans originated through the various SBA loan programs acquired from Covenant as of July 1, 2020 and recorded an allowance for SBA claim adjustments of $800,000. Determination of the allowance was subjective in nature and was based on the Corporation’s assessment of the credit quality of the loans and the quality of the documentation supporting compliance with SBA requirements. The Corporation’s total exposure related to SBA guarantees on loans originated by Covenant was ~~$15,210,000~~$12,974,000 at ~~March 31,~~June 30, 2021 and $17,041,000 at December 31, 2020 with an allowance for SBA claim adjustments (included in accrued interest and other liabilities in the consolidated balance sheets) of $530,000 at June 30, 2021 and $730,000 at ~~March 31, 2021 and~~ December 31, 2020. In the six months ended June 30, 2021, the Corporation recorded charges against the allowance for SBA claims totaling $37,000 and a reduction in other noninterest expense of $163,000 representing amounts realized on SBA claims in excess of prior estimates.

TABLE VII - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type


(In Thousands)	March 31,		December 31,										June 30,		December 31,
	2021		2020		2019		2018		2017		2016		2021		2020		2019		2018		2017		2016
Commercial:
Commercial loans secured by real estate	$	524,886	$	531,810	$	301,227	$	162,611	$	159,266	$	150,468	$	544,202	$	531,810	$	301,227	$	162,611	$	159,266	$	150,468
Commercial and industrial		155,828		159,577		126,374		91,856		88,276		83,854		158,907		159,577		126,374		91,856		88,276		83,854
Paycheck Protection Program - 1st Draw		71,708		132,269		0		0		0		0		37,902		132,269		0		0		0		0
Paycheck Protection Program - 2nd Draw		66,127		0		0		0		0		0		72,409		0		0		0		0		0
Political subdivisions		49,860		53,221		53,570		53,263		59,287		38,068		48,849		53,221		53,570		53,263		59,287		38,068
Commercial construction and land		45,307		42,874		33,555		11,962		14,527		14,287		43,178		42,874		33,555		11,962		14,527		14,287
Loans secured by farmland		10,897		11,736		12,251		7,146		7,255		7,294		10,950		11,736		12,251		7,146		7,255		7,294
Multi-family (5 or more) residential		54,049		55,811		31,070		7,180		7,713		7,896		51,916		55,811		31,070		7,180		7,713		7,896
Agricultural loans		2,460		3,164		4,319		5,659		6,178		3,998		2,379		3,164		4,319		5,659		6,178		3,998
Other commercial loans		16,315		17,289		16,535		13,950		10,986		11,475		14,711		17,289		16,535		13,950		10,986		11,475
Total commercial		997,437		1,007,751		578,901		353,627		353,488		317,340		985,403		1,007,751		578,901		353,627		353,488		317,340
Residential mortgage:
Residential mortgage loans - first liens		518,392		532,947		510,641		372,339	$	359,987		334,102		507,579		532,947		510,641		372,339	$	359,987		334,102
Residential mortgage loans - junior liens		25,402		27,311		27,503		25,450		25,325		23,706		25,287		27,311		27,503		25,450		25,325		23,706
Home equity lines of credit		39,083		39,301		33,638		34,319		35,758		38,057		39,432		39,301		33,638		34,319		35,758		38,057
1-4 Family residential construction		18,376		20,613		14,798		24,698		26,216		24,908		23,567		20,613		14,798		24,698		26,216		24,908
Total residential mortgage		601,253		620,172		586,580		456,806		447,286		420,773		595,865		620,172		586,580		456,806		447,286		420,773
Consumer		15,897		16,286		16,741		17,130		14,939		13,722		16,588		16,286		16,741		17,130		14,939		13,722
Total		1,614,587		1,644,209		1,182,222		827,563		815,713		751,835		1,597,856		1,644,209		1,182,222		827,563		815,713		751,835
Less: allowance for loan losses		(11,661)		(11,385)		(9,836)		(9,309)		(8,856)		(8,473)		(12,375)		(11,385)		(9,836)		(9,309)		(8,856)		(8,473)
Loans, net	$	1,602,926	$	1,632,824	$	1,172,386	$	818,254	$	806,857	$	743,362	$	1,585,481	$	1,632,824	$	1,172,386	$	818,254	$	806,857	$	743,362

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PROVISION AND ALLOWANCE FOR LOAN LOSSES

The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. Note 7 to the unaudited consolidated financial statements provides an overview of the process management uses for evaluating and determining the allowance for loan losses.

While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

The allowance for loan losses was ~~$11,661,000~~$12,375,000 at ~~March 31,~~June 30, 2021, up from $11,385,000 at December 31, 2020. Table IX shows total specific allowances on impaired loans increased ~~$199,000~~$552,000 to ~~$1,124,000~~$1,477,000 at ~~March 31,~~June 30, 2021 from $925,000 at December 31, 2020. This net increase included the impact of recording a specific ~~allowance of $208,000~~allowances totaling $850,000 on aloans to two commercial ~~loan~~customers with antotal outstanding principal ~~balance~~balances of ~~$1,283,000~~$6,440,000 at June 30, 2021. These increases in specific allowances were partially offset by the elimination in the ~~first~~second quarter 2021 of ~~2021.~~specific allowances of $285,000 at December 31, 2020 on loans to a customer with outstanding balances totaling $3,900,000 at June 30, 2021 and $3,927,000 at December 31, 2020.

Loans acquired from Covenant that were identified as having a deterioration in credit quality (purchased credit impaired, or PCI), were valued at $6,648,000 at July 1, 2020 and ~~$6,479,000~~$6,431,000 at ~~March 31,~~June 30, 2021. The remainder of the portfolio was deemed to be the performing component of the portfolio. Performing loans acquired from Covenant are presented net of a discount for credit losses of ~~$4,664,000~~$4,071,000 at ~~March 31,~~June 30, 2021 and $5,362,000 at December 31, 2020. This discount reflects an estimate of the present value of credit losses based on market expectations at the date of acquisition of $7,219,000, subsequently reduced as accretion has been recognized based on estimated and actual principal pay-downs.

Loans acquired from Monument that were identified as PCI were valued at $441,000 at April 1, 2019 and ~~$304,000~~$302,000 at ~~March 31,~~June 30, 2021. The remainder of the portfolio was deemed to be the performing component of the portfolio. Performing loans acquired from Monument are presented net of a discount for credit losses of ~~$518,000~~$431,000 at ~~March 31,~~June 30, 2021 and $617,000 at December 31, 2020. This discount reflects an estimate of the present value of credit losses based on market expectations at the date of acquisition of $1,914,000, subsequently reduced as accretion has been recognized based on estimated and actual principal pay-downs.

Table X shows the allowance for loan losses totaled ~~0.72%~~0.77% of gross loans outstanding at ~~March 31,~~June 30, 2021, up from 0.69% at December 31, 2020 and down from levels in excess of 1.00% from 2016 to 2018. Table X also shows that the total of the allowance and the credit adjustment on purchased non-impaired loans, as a percentage of total loans plus the credit adjustment, was ~~1.04%~~1.05% at ~~March 31,~~June 30, 2021, in line with ratios from the previous years.

The provision (credit) for loan losses by segment in the three-month and six-month periods ended ~~March 31,~~June 30, 2021 and 2020 are as follows:

													��
	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
(In Thousands)	2021		2020		2021		2020		2021		2020
Commercial	$	242	$	1,318	$	552	$	(124)	$	794	$	1,194
Residential mortgage		(55)		198		164		(65)		109		133
Consumer		(20)		12		34		13		14		25
Unallocated		92		0		(6)		0		86		0
Total	$	259	$	1,528	$	744	$	(176)	$	1,003	$	1,352

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The provision (credit) ~~provision~~ for loan losses is further detailed as follows:


Commercial segment	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
(In Thousands)	2021		2020		2021		2020		2021		2020
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	193	$	1,175
Increase (decrease) in total specific allowance on impaired loans, adjusted for the effect of net charge-offs					$	365	$	(134)	$	558	$	1,041
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		142		7		351		(117)		493		(110)
Changes in historical loss experience factors		(49)		(21)		(208)		14		(257)		(7)
Changes in qualitative factors		(44)		157		44		113		0		270
Total provision for loan losses - Commercial segment	$	242	$	1,318	$	552	$	(124)	$	794	$	1,194


Residential mortgage segment	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
(In Thousands)	2021		2020		2021		2020		2021		2020
(Decrease) increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	(10)	$	15
(Decrease) increase in collectively determined portion of the allowance attributable to:
Decrease in total specific allowance on impaired loans, adjusted for the effect of net charge-offs					$	(5)	$	(32)	$	(15)	$	(17)
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		(7)		(14)		218		(126)		211		(140)
Changes in historical loss experience factors		(38)		(40)		(4)		(42)		(42)		(82)
Changes in qualitative factors		0		237		(45)		135		(45)		372
Total (credit) provision for loan losses - Residential mortgage segment	$	(55)	$	198
Total provision (credit) for loan losses - Residential mortgage segment					$	164	$	(65)	$	109	$	133


Consumer segment	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
(In Thousands)	2021		2020		2021		2020		2021		2020
(Decrease) increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	(1)	$	20
(Decrease) increase in collectively determined portion of the allowance attributable to:
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs					$	23	$	23	$	22	$	43
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		(10)		(10)		14		(12)		4		(22)
Changes in historical loss experience factors		(10)		(6)		2		6		(8)		0
Changes in qualitative factors		1		8		(5)		(4)		(4)		4
Total (credit) provision for loan losses - Consumer segment	$	(20)	$	12
Total provision for loan losses - Consumer segment					$	34	$	13	$	14	$	25


Total - All segments	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,		March 31,		June 30,		June 30,		June 30,		June 30,
(In Thousands)	2021		2020		2021		2020		2021		2020
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	182	$	1,210
Increase (decrease) in total specific allowance on impaired loans, adjusted for the effect of net charge-offs					$	383	$	(143)	$	565	$	1,067
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		125		(17)		583		(255)		708		(272)
Changes in historical loss experience factors		(97)		(67)		(210)		(22)		(307)		(89)
Changes in qualitative factors		(43)		402		(6)		244		(49)		646
Sub-total		167		1,528		750		(176)		917		1,352
Unallocated		92		0		(6)		0		86		0
Total provision for loan losses - All segments	$	259	$	1,528	$	744	$	(176)	$	1,003	$	1,352

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

For the periods shown in the tables immediately above, the provision related to increases or decreases in specific allowances on impaired loans was affected by changes in the results of management’s assessment of the amount of probable or actual (charged-off) losses associated with a small number of larger, individual loans. This line item also includes net charge-offs or recoveries from smaller loans that had not been individually evaluated for impairment prior to charge-off.

In the tables immediately above, the portion of the net change in the collectively determined allowance attributable to loan growth was determined by applying the historical loss experience and qualitative factors used in the allowance calculation at the end of the preceding

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period to the net increase or reduction in loans outstanding (excluding purchased loans and loans specifically evaluated for impairment) for the period.

The effect on the provision of changes in historical loss experience and qualitative factors, as shown in the tables above, was determined by: (1) calculating the net change in each factor used in determining the allowance at the end of the period as compared to the preceding period, and (2) applying the net change in each factor to the outstanding balance of loans at the end of the preceding period (excluding loans specifically evaluated for impairment).

In the three months ended ~~March 31,~~June 30, 2021, net ~~recoveries~~charge-offs were ~~$17,000,~~$30,000, including recoveries of ~~$28,000~~$17,000 and charge-offs of ~~$11,000.~~$47,000. For the six months ended June 30, 2021, net charge-offs were $13,000 including recoveries of $45,000 and charge-offs of $58,000. Table XVIII shows the average rate of net charge-offs as a percentage of loans was 0.00% in the ~~three~~six months ended ~~March 31,~~June 30, 2021, and annual average rates ranging from a high of 0.16% in 2020 to a low of 0.02% in 2018.

Table X presents information related to past due and impaired loans, and loans that have been modified under terms that are considered ~~troubled debt restructurings (TDRs).~~TDRs. Total nonperforming loans as a percentage of outstanding loans was ~~1.45%~~1.56% at ~~March 31,~~June 30, 2021, up from 1.42% at December 31, 2020, and nonperforming assets as a percentage of total assets was ~~1.07%~~1.12% at ~~March 31,~~June 30, 2021, ~~down~~up from 1.10% at December 31, 2020. Table X presents data at the end of each of the years ended December 31, 2016 through 2020. Table X shows that total nonperforming loans as a percentage of loans of ~~1.45%~~1.56% at ~~March 31,~~June 30, 2021, though up from December 31, 2020 and 2019, was lower than the corresponding year-end ratio from 2016 through 2018. Similarly, the ~~March 31,~~June 30, 2021 ratio of total nonperforming assets as a percentage of assets of ~~1.07%~~1.12% was lower than the corresponding ratio from 2016 through 2018.

Total impaired loans of ~~$18,158,000~~$19,146,000 at ~~March 31,~~June 30, 2021 are up ~~$340,000~~$1,328,000 from the corresponding amount at December 31, 2020 of $17,818,000. Purchased credit impaired loans, primarily acquired from Covenant, were included in impaired loans and had carrying values totaling ~~$6,781,000~~$6,733,000 at ~~March 31,~~June 30, 2021 and $6,841,000 at December 31, 2020. Table X shows that the total balance of impaired loans at ~~March 31,~~June 30, 2021 was higher than the year-end amounts over the period 2016-2020, which ranged from a low of $5,486,000 in 2019 to the high of $17,818,000 at December 31, 2020. Similarly, total nonperforming assets of ~~$24,873,000~~$26,184,000 at ~~March 31,~~June 30, 2021 and $24,729,000 at December 31, 2020 were up from the prior periods ~~mainly due to~~including the ~~inclusion~~impact of purchased credit impaired loans from the Covenant acquisition.

As reflected in Table X, total loans past due 30-89 days and still accruing interest amounted to ~~$6,777,000~~$2,478,000 at ~~March 31,~~June 30, 2021, updown from $5,918,000 at December 31, 2020. This variance includes the effect of fluctuations in 30-89 day past due residential mortgage loans, which totaled ~~$5,779,000~~$1,836,000 at ~~March 31,~~June 30, 2021, updown from $5,084,000 at December 31, 2020. Management monitors the status of delinquent residential mortgage loans on an ongoing basis and has considered delinquency trends, which were generally favorable through the first ~~quarter~~six months of 2021, in evaluating the allowance for loan losses at ~~March 31,~~June 30, 2021.

Over the period 2016-2020 and the first ~~three~~six months of 2021, each period includes a few large commercial relationships that have required significant monitoring and workout efforts. As a result, a limited number of relationships may significantly impact the total amount of allowance required on impaired loans, and may significantly impact the amount of total charge-offs reported in any one period.

Management believes it has been conservative in its decisions concerning identification of impaired loans, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the allowances calculated as of ~~March 31,~~June 30, 2021. Management continues to closely monitor its commercial loan relationships for possible credit losses, and will adjust its estimates of loss and decisions concerning nonaccrual status, if appropriate.

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Tables VIII through X present historical data related to loans and the allowance for loan losses.

TABLE VIII - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES


(Dollars In Thousands)	Three Months Ended																					Six Months Ended
	March 31,			March 31,			Years Ended December 31,															June 30,			June 30,			Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016			2021			2020			2020			2019			2018			2017			2016
Balance, beginning of year	$	11,385		$	9,836		$	9,836		$	9,309		$	8,856		$	8,473		$	7,889		$	11,385		$	9,836		$	9,836		$	9,309		$	8,856		$	8,473		$	7,889
Charge-offs:
Commercial		0			(17)			(2,343)			(6)			(165)			(132)			(597)			0			(124)			(2,343)			(6)			(165)			(132)			(597)
Residential mortgage		0			0			0			(190)			(158)			(197)			(73)			(11)			0			0			(190)			(158)			(197)			(73)
Consumer		(11)			(31)			(122)			(183)			(174)			(150)			(87)			(47)			(70)			(122)			(183)			(174)			(150)			(87)
Total charge-offs		(11)			(48)			(2,465)			(379)			(497)			(479)			(757)			(58)			(194)			(2,465)			(379)			(497)			(479)			(757)
Recoveries:
Commercial		14			0			16			6			317			4			35			16			0			16			6			317			4			35
Residential mortgage		2			3			44			12			8			19			3			4			5			44			12			8			19			3
Consumer		12			11			41			39			41			38			82			25			27			41			39			41			38			82
Total recoveries		28			14			101			57			366			61			120			45			32			101			57			366			61			120
Net recoveries (charge-offs)		17			(34)			(2,364)			(322)			(131)			(418)			(637)
Net charge-offs																							(13)			(162)			(2,364)			(322)			(131)			(418)			(637)
Provision for loan losses		259			1,528			3,913			849			584			801			1,221			1,003			1,352			3,913			849			584			801			1,221
Balance, end of period	$	11,661		$	11,330		$	11,385		$	9,836		$	9,309		$	8,856		$	8,473		$	12,375		$	11,026		$	11,385		$	9,836		$	9,309		$	8,856		$	8,473
Net charge-offs as a % of average loans		0.00	%		0.00	%		0.16	%		0.03	%		0.02	%		0.05	%		0.09	%		0.00	%		0.01	%		0.16	%		0.03	%		0.02	%		0.05	%		0.09	%

TABLE IX - COMPONENTS OF THE ALLOWANCE FOR LOAN LOSSES


(In Thousands)	March 31,		As of December 31,										June 30,		As of December 31,
	2021		2020		2019		2018		2017		2016		2021		2020		2019		2018		2017		2016
ASC 310 - Impaired loans	$	1,124	$	925	$	1,051	$	1,605	$	1,279	$	674	$	1,477	$	925	$	1,051	$	1,605	$	1,279	$	674
ASC 450 - Collective segments:
Commercial		5,594		5,545		3,913		3,102		3,078		3,373		5,781		5,545		3,913		3,102		3,078		3,373
Residential mortgage		4,046		4,091		4,006		3,870		3,841		3,890		4,215		4,091		4,006		3,870		3,841		3,890
Consumer		220		239		281		233		159		138		231		239		281		233		159		138
Unallocated		677		585		585		499		499		398		671		585		585		499		499		398
Total Allowance	$	11,661	$	11,385	$	9,836	$	9,309	$	8,856	$	8,473	$	12,375	$	11,385	$	9,836	$	9,309	$	8,856	$	8,473

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE X - PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)


(Dollars In Thousands)	March 31,			As of December 31,															June 30,			As of December 31,
	2021			2020			2019			2018			2017			2016			2021			2020			2019			2018			2017			2016
Impaired loans with a valuation allowance	$	9,354		$	8,082		$	3,375		$	4,851		$	4,100		$	3,372		$	10,594		$	8,082		$	3,375		$	4,851		$	4,100		$	3,372
Impaired loans without a valuation allowance		2,023			2,895			1,670			4,923			5,411			7,488			1,819			2,895			1,670			4,923			5,411			7,488
Purchased credit impaired loans		6,781			6,841			441			0			0			0			6,733			6,841			441			0			0			0
Total impaired loans	$	18,158		$	17,818		$	5,486		$	9,774		$	9,511		$	10,860		$	19,146		$	17,818		$	5,486		$	9,774		$	9,511		$	10,860
Total loans past due 30-89 days and still accruing	$	6,777		$	5,918		$	8,889		$	7,142		$	9,449		$	7,735		$	2,478		$	5,918		$	8,889		$	7,142		$	9,449		$	7,735
Nonperforming assets:
Purchased credit impaired loans	$	6,781		$	6,841		$	441		$	0		$	0		$	0		$	6,733		$	6,841		$	441		$	0		$	0		$	0
Other nonaccrual loans		15,335			14,575			8,777			13,113			13,404			8,736			16,238			14,575			8,777			13,113			13,404			8,736
Total nonaccrual loans		22,116			21,416			9,218			13,113			13,404			8,736			22,971			21,416			9,218			13,113			13,404			8,736
Total loans past due 90 days or more and still accruing		1,285			1,975			1,207			2,906			3,724			6,838			1,881			1,975			1,207			2,906			3,724			6,838
Total nonperforming loans		23,401			23,391			10,425			16,019			17,128			15,574			24,852			23,391			10,425			16,019			17,128			15,574
Foreclosed assets held for sale (real estate)		1,472			1,338			2,886			1,703			1,598			2,180			1,332			1,338			2,886			1,703			1,598			2,180
Total nonperforming assets	$	24,873		$	24,729		$	13,311		$	17,722		$	18,726		$	17,754		$	26,184		$	24,729		$	13,311		$	17,722		$	18,726		$	17,754
Loans subject to troubled debt restructurings (TDRs):
Performing	$	302		$	166		$	889		$	655		$	636		$	5,803		$	199		$	166		$	889		$	655		$	636		$	5,803
Nonperforming		6,883			7,285			1,737			2,884			3,027			2,874			5,624			7,285			1,737			2,884			3,027			2,874
Total TDRs	$	7,185		$	7,451		$	2,626		$	3,539		$	3,663		$	8,677		$	5,823		$	7,451		$	2,626		$	3,539		$	3,663		$	8,677

Total nonperforming loans as a % of loans		1.45	%		1.42	%		0.88	%		1.94	%		2.10	%		2.07	%		1.56	%		1.42	%		0.88	%		1.94	%		2.10	%		2.07	%
Total nonperforming assets as a % of assets		1.07	%		1.10	%		0.80	%		1.37	%		1.47	%		1.43	%		1.12	%		1.10	%		0.80	%		1.37	%		1.47	%		1.43	%
Allowance for loan losses as a % of total loans		0.72	%		0.69	%		0.83	%		1.12	%		1.09	%		1.13	%		0.77	%		0.69	%		0.83	%		1.12	%		1.09	%		1.13	%
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (a)		1.04	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%		1.05	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%
Allowance for loan losses as a % of nonperforming loans		49.83	%		48.67	%		94.35	%		58.11	%		51.70	%		54.40	%		49.79	%		48.67	%		94.35	%		58.11	%		51.70	%		54.40	%
(a) Credit adjustment on purchased non-impaired loans at end of period	$	5,182		$	5,979		$	1,216		$	0		$	0		$	0		$	4,502		$	5,979		$	1,216		$	0		$	0		$	0
Allowance for loan losses		11,661			11,385			9,836			9,309			8,856			8,473			12,375			11,385			9,836			9,309			8,856			8,473
Total credit adjustment on purchased non-impaired loans at end of period and allowance for loan losses (1)	$	16,843		$	17,364		$	11,052		$	9,309		$	8,856		$	8,473		$	16,877		$	17,364		$	11,052		$	9,309		$	8,856		$	8,473
Total loans receivable	$	1,614,587		$	1,644,209		$	1,182,222		$	827,563		$	815,713		$	751,835		$	1,597,856		$	1,644,209		$	1,182,222		$	827,563		$	815,713		$	751,835
Credit adjustment on purchased non-impaired loans at end of period		5,182			5,979			1,216			0			0			0			4,502			5,979			1,216			0			0			0
Total (2)	$	1,619,769		$	1,650,188		$	1,183,438		$	827,563		$	815,713		$	751,835		$	1,602,358		$	1,650,188		$	1,183,438		$	827,563		$	815,713		$	751,835
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (1)/(2)		1.04	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%		1.05	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

LIQUIDITY

Liquidity is the ability to quickly raise cash at a reasonable cost. An adequate liquidity position permits the Corporation to pay creditors, compensate for unforeseen deposit fluctuations and fund unexpected loan demand. At ~~March 31,~~June 30, 2021, the Corporation maintained overnight interest-bearing deposits with the Federal Reserve Bank of Philadelphia and other correspondent banks totaling ~~$176,856,000.~~$178,616,000. The Corporation’s cash position ~~at March 31,~~throughout 2021 ~~was~~has been elevated as in ~~the first quarter 2021~~comparison to historical levels as growth in deposits and funds received from repayment of loans have outpaced loan originations, purchases of securities, repayments of borrowings and other uses of cash.

The Corporation maintains overnight borrowing facilities with several correspondent banks that provide a source of day-to-day liquidity. Also, the Corporation maintains borrowing facilities with the Federal Home Loan Bank of Pittsburgh, secured by various mortgage loans.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. Management intends to use this line of credit as a contingency funding source. As collateral for the line, the Corporation has pledged available-for-sale debt securities with a carrying value of ~~$14,992,000~~$15,035,000 at ~~March 31,~~June 30, 2021.

The Corporation’s outstanding, available, and total credit facilities at ~~March 31,~~June 30, 2021 and December 31, 2020 are as follows:


	Outstanding				Available				Total Credit				Outstanding				Available				Total Credit
(In Thousands)	March 31,		December 31,		March 31,		December 31,		March 31,		December 31,		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
Federal Home Loan Bank of Pittsburgh	$	58,199	$	72,222	$	703,562	$	698,977	$	761,761	$	771,199	$	44,175	$	72,222	$	705,819	$	698,977	$	749,994	$	771,199
Federal Reserve Bank Discount Window		0		0		14,522		14,654		14,522		14,654		0		0		14,588		14,654		14,588		14,654
Other correspondent banks		0		0		45,000		45,000		45,000		45,000		0		0		45,000		45,000		45,000		45,000
Total credit facilities	$	58,199	$	72,222	$	763,084	$	758,631	$	821,283	$	830,853	$	44,175	$	72,222	$	765,407	$	758,631	$	809,582	$	830,853

At ~~March 31,~~June 30, 2021, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of ~~short-term borrowings of $8,000,000,~~ long-term borrowings of ~~$49,799,000~~$43,775,000 and a letter of credit of $400,000. At December 31, 2020, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of short-term borrowings of $18,000,000, long-term borrowings of $53,822,000 and a $400,000 letter of credit. Additional information regarding borrowed funds is included in Note 9 to the unaudited consolidated financial statements.

Additionally, the Corporation uses “RepoSweep” arrangements to borrow funds from commercial banking customers on an overnight basis. If required to raise cash in an emergency situation, the Corporation could sell available-for-sale securities to meet its obligations or use repurchase agreements placed with brokers to borrow funds secured by investment assets. At ~~March 31,~~June 30, 2021, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was ~~$151,044,000.~~$182,489,000.

Management believes the Corporation is well-positioned to meet its short-term and long-term funding obligations.

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at ~~March 31,~~June 30, 2021; however, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies.

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Details concerning capital ratios at ~~March 31,~~June 30, 2021 and December 31, 2020 are presented below. Management believes, as of ~~March 31,~~June 30, 2021, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows the Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at ~~March 31,~~June 30, 2021 and December 31, 2020 exceed the Corporation’s Board policy threshold levels.


(Dollars in Thousands)											Minimum To Be																	Minimum To Be
								Minimum To Maintain			Well														Minimum To Maintain			Well
					Minimum			Capital Conservation			Capitalized Under			Minimum To Meet								Minimum			Capital Conservation			Capitalized Under			Minimum To Meet
					Capital			Buffer at Reporting			Prompt Corrective			the Corporation's								Capital			Buffer at Reporting			Prompt Corrective			the Corporation's
	Actual				Requirement			Date			Action Provisions			Policy Thresholds				Actual				Requirement			Date			Action Provisions			Policy Thresholds
	Amount		Ratio		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio		Amount		Ratio		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio
March 31, 2021:
June 30, 2021:
Total capital to risk-weighted assets:
Consolidated	$	265,515	18.03	%	N/A	N/A		N/A	N/A		N/A	N/A		$	154,644	≥10.5	%	$	284,576	18.99	%	N/A	N/A		N/A	N/A		N/A	N/A		$	157,351	≥10.5	%
C&N Bank		242,477	16.51	%	117,482	≥8	%	154,194	≥10.5	%	146,852	≥10	%		154,194	≥10.5	%		245,054	16.40	%	119,543	≥8	%	156,900	≥10.5	%	149,428	≥10	%		156,900	≥10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		236,790	16.08	%	N/A	N/A		N/A	N/A		N/A	N/A			125,188	≥8.5	%		238,684	15.93	%	N/A	N/A		N/A	N/A		N/A	N/A			127,380	≥8.5	%
C&N Bank		230,286	15.68	%	88,111	≥6	%	124,824	≥8.5	%	117,482	≥8	%		124,824	≥8.5	%		232,129	15.53	%	89,657	≥6	%	127,014	≥8.5	%	119,543	≥8	%		127,014	≥8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		236,790	16.08	%	N/A	N/A		N/A	N/A		N/A	N/A			103,096	≥7	%		238,684	15.93	%	N/A	N/A		N/A	N/A		N/A	N/A			104,901	≥7	%
C&N Bank		230,286	15.68	%	66,083	≥4.5	%	102,796	≥7.0	%	95,454	≥6.5	%		102,796	≥7	%		232,129	15.53	%	67,243	≥4.5	%	104,600	≥7.0	%	97,128	≥6.5	%		104,600	≥7	%
Tier 1 capital to average assets:
Consolidated		236,790	10.88	%	N/A	N/A		N/A	N/A		N/A	N/A			174,138	≥8	%		238,684	10.52	%	N/A	N/A		N/A	N/A		N/A	N/A			181,440	≥8	%
C&N Bank		230,286	10.66	%	86,406	≥4	%	N/A	N/A		108,008	≥5	%		172,813	≥8	%		232,129	10.31	%	90,049	≥4	%	N/A	N/A		112,561	≥5	%		180,097	≥8	%

December 31, 2020:
Total capital to risk-weighted assets:
Consolidated	$	260,015	17.49	%	N/A	N/A		N/A	N/A		N/A	N/A		$	156,113	≥10.5	%	$	260,015	17.49	%	N/A	N/A		N/A	N/A		N/A	N/A		$	156,113	≥10.5	%
C&N Bank		236,943	15.98	%	118,602	≥8	%	155,665	≥10.5	%	148,252	≥10	%		155,665	≥10.5	%		236,943	15.98	%	118,602	≥8	%	155,665	≥10.5	%	148,252	≥10	%		155,665	≥10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		231,577	15.58	%	N/A	N/A		N/A	N/A		N/A	N/A			126,377	≥8.5	%		231,577	15.58	%	N/A	N/A		N/A	N/A		N/A	N/A			126,377	≥8.5	%
C&N Bank		225,058	15.18	%	88,951	≥6	%	126,015	≥8.5	%	118,602	≥8	%		126,015	≥8.5	%		225,058	15.18	%	88,951	≥6	%	126,015	≥8.5	%	118,602	≥8	%		126,015	≥8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		231,577	15.58	%	N/A	N/A		N/A	N/A		N/A	N/A			104,075	≥7	%		231,577	15.58	%	N/A	N/A		N/A	N/A		N/A	N/A			104,075	≥7	%
C&N Bank		225,058	15.18	%	66,714	≥4.5	%	103,777	≥7.0	%	96,364	≥6.5	%		103,777	≥7	%		225,058	15.18	%	66,714	≥4.5	%	103,777	≥7.0	%	96,364	≥6.5	%		103,777	≥7	%
Tier 1 capital to average assets:
Consolidated		231,577	10.34	%	N/A	N/A		N/A	N/A		N/A	N/A			179,206	≥8	%		231,577	10.34	%	N/A	N/A		N/A	N/A		N/A	N/A			179,206	≥8	%
C&N Bank		225,058	10.12	%	88,959	≥4	%	N/A	N/A		111,199	≥5	%		177,919	≥8	%		225,058	10.12	%	88,959	≥4	%	N/A	N/A		111,199	≥5	%		177,919	≥8	%

In February 2021, the Corporation amended its treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of its common stock. Through June 30, 2021, 61,696 shares were repurchased for a total cost of $1,531,000, at an average price of $24.81 per share.

Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. Further, although the Corporation is no longer subject to the specific consolidated capital requirements described herein, the Corporation’s ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if the Corporation fails to hold capital commensurate with its overall risk profile.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At ~~March 31,~~June 30, 2021, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:


Minimum common equity tier 1 capital ratio	4.5	%
Minimum common equity tier 1 capital ratio plus capital conservation buffer	7.0	%
Minimum tier 1 capital ratio	6.0	%
Minimum tier 1 capital ratio plus capital conservation buffer	8.5	%
Minimum total capital ratio	8.0	%
Minimum total capital ratio plus capital conservation buffer	10.5	%

A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be

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subject to increasingly stringent limitations as the buffer approaches zero. Also, a banking organization is prohibited from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:


Capital Conservation Buffer	Maximum Payout
(as a % of risk-weighted assets)	(as a % of eligible retained income)
Greater than 2.5%	No payout limitation applies
≤2.5% and >1.875%	60	%
≤1.875% and >1.25%	40	%
≤1.25% and >0.625%	20	%
≤0.625%	0	%

At ~~March 31,~~June 30, 2021, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was ~~8.51%~~8.40%.

The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale debt securities. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in Accumulated Other Comprehensive Income within stockholders’ equity. The balance in Accumulated Other Comprehensive Income related to unrealized gains (losses) on available-for-sale debt securities, net of deferred income tax, amounted to ~~$6,847,000~~$9,167,000 at ~~March 31,~~June 30, 2021 and $11,676,000 at December 31, 2020. Changes in accumulated other comprehensive income are excluded from earnings and directly increase or decrease stockholders’ equity. If available-for-sale debt securities are deemed to be other-than-temporarily impaired, unrealized losses are recorded as a charge against earnings, and amortized cost for the affected securities is reduced. Note 6 to the unaudited consolidated financial statements provides additional information concerning management’s evaluation of available-for-sale debt securities for other-than-temporary impairment at ~~March 31,~~June 30, 2021.

ITEM 4. CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. This evaluation did not include an assessment of those disclosure controls and procedures that are involved in, and did not include an assessment of, internal control over financial reporting as it relates to Covenant Financial, Inc. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to ensure that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

~~The Covenant Financial, Inc. acquisition was completed July 1, 2020, and during the nine months ended March 31, 2021 the Corporation began the process~~67

Table of integrating processes and internal control over financial reporting for the former Covenant locations into those of the Corporation. Though significant progress has been made, at March 31, 2021, the Corporation’s management had not yet completed changes to processes, information technology systems and other components of internal control over financial reporting as part of integration activities.Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation and C&N Bank are involved in various legal proceedings incidental to their business. Management believes the aggregate liability, if any, resulting from such pending and threatened legal proceedings will not have a material, adverse effect on the Corporation’s financial condition or results of operations.

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Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of the Corporation’s Form 10-K filed March 5, 2021.

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

Issuer Purchases of Equity Securities

Effective February 18, 2021, the Corporation amended its ~~existing~~ treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. ~~To date, no~~As of June 30, 2021, 61,696 shares have been repurchased under the repurchase program originally approved in 2016 and modified in 2021. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases under the new program may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

Consistent with the previously approved program, the Board of Directors' February 18, 2021 approval provides that: (1) the treasury stock repurchase program, as amended to increase the repurchase authorization to 1,000,000 shares, shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

The following table sets forth a summary of the purchases by the Corporation of its common stock during the ~~first~~second quarter 2021.


				Total Number of	Maximum				Total Number of	Maximum
				Shares	Number of				Shares	Number of
				Purchased	Shares that May				Purchased	Shares that May
				as Part of	Yet				as Part of	Yet
				Publicly	be Purchased				Publicly	be Purchased
	Total Number	Average		Announced	Under	Total Number	Average		Announced	Under
	of Shares	Price Paid		Plans	the Plans or	of Shares	Price Paid		Plans	the Plans or
Period	Purchased	per Share		or Programs	Programs	Purchased	per Share		or Programs	Programs
January 1 - 31, 2021	0	$	0	0	600,000
February 1 - 17, 2021	0	$	0	0	600,000
February 18 - 28, 2021	0	$	0	0	1,000,000
March 1 - 31, 2021	0	$	0	0	1,000,000
April 1 - 30, 2021						0	$	0	0	1,000,000
May 1 - 31, 2021						0	$	0	0	1,000,000
June 1 - 30, 2021						61,696	$	24.81	61,696	938,304

Item 3. Defaults Upon Senior Securities

None

~~Item 4. Mine Safety Disclosures~~

~~Not applicable~~

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Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

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Item 6. Exhibits

2.	Plan of acquisition, reorganization, arrangement, liquidation or succession:

2.1	Agreement and Plan of Merger dated September 27, 2018, between the Corporation and Monument Bancorp, Inc.	Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed September 28, 2018

2.2	Agreement and Plan of Merger dated December 18, 2019, between the Corporation and Covenant Financial, Inc.	Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed December 18, 2019

3.	(i) Articles of Incorporation	Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed September 21, 2009

3.	(ii) By-laws	Incorporated by reference to Exhibit 3.1(ii) of The Corporation’s Form S-4/A filed April 20, 2020

4.	Instruments defining the rights of Security holders, including Indentures	~~Not applicable~~

~~10.~~4.1	~~Material contracts~~Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee	~~Not applicable~~Incorporated by reference to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

4.2	Form of Subordinated Note	Incorporated by reference to Exhibit A-2 to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

4.3	Form of Senior Note	Incorporated by reference to Exhibit 4.3 of the Corporation’s Form 8-K filed May 19, 2021

10.	Material contracts

10.1	Employment Agreement dated April 6, 2021 between the Corporation and Alexander Balagour	Filed herewith

10.2	Indemnification Agreement dated April 27, 2021 between the Corporation and Helen S. Santiago	Filed herewith

10.3	Form of Subordinated Note Purchase Agreement	Incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed May 19, 2021

10.4	Form of Registration Rights Agreement	Incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed May 19, 2021

10.5	Form of Senior Note Purchase Agreement	Incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed May 19, 2021

15.	Letter re: unaudited interim information	Not applicable

18.	Letter re: change in accounting principles	Not applicable

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22.	Published report regarding matters submitted to vote of security holders	Not applicable

23.	Consents of experts and counsel	Not applicable

24.	Power of attorney	Not applicable

31.	Rule 13a-14(a)/15d-14(a) certifications:

31.1	Certification of Chief Executive Officer	Filed herewith

31.2	Certification of Chief Financial Officer	Filed herewith

32.	Section 1350 certifications	Filed herewith

99.	Additional exhibits	Not applicable

100.	XBRL-related documents	Not applicable

101.	Interactive data file	Filed herewith

104.	Cover page interactive data file	Filed herewith

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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 & NORTHERN CORPORATION


~~May 7,~~August 6, 2021		By: /s/ J. Bradley Scovill
Date		President and Chief Executive Officer



~~May 7,~~August 6, 2021		By: /s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

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