~~0000810958us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-09-30~~0000810958srt:WeightedAverageMembercznc:ImpairedLoansMemberus-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CommercialPortfolioSegmentMemberus-gaap:RealEstateLoanMemberus-gaap:MarketApproachValuationTechniqueMember2021-12-31

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 ~~September 30, 2021~~March 31, 2022

◻ 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)	~~15,751,005~~15,605,135 Shares Outstanding on ~~November 3, 2021~~May 4, 2022

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) – ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021			Page 3

Consolidated Statements of Income (Unaudited) – Three-month ~~and Nine-month~~ Periods Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~			Page 4

Consolidated Statements of Comprehensive (Loss) Income (Unaudited) -– Three-month ~~and Nine-month~~ Periods Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~			Page 5

Consolidated Statements of Cash Flows (Unaudited) – ~~Nine-month~~Three-month Periods Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~			~~Pages~~Page 6 ~~– 7~~

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three-month Periods March 31, 2022 and ~~Nine-month Periods September 30, 2021 and 2020~~2021			~~Pages 8 – 9~~Page 7

Notes to Unaudited Consolidated Financial Statements			Pages 108 – 4133

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			Pages 4234 – 6855

Item 3. Quantitative and Qualitative Disclosures About Market Risk			Pages 55 – 57

Item 4. Controls and Procedures			Page 6857

Part II. Other Information			Pages 6957 – 7259

Signatures			Page 7360

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)


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
ASSETS
Cash and due from banks:
Noninterest-bearing	$	26,589	$	24,780	$	19,471	$	16,729
Interest-bearing		172,406		77,077		94,875		88,219
Total cash and due from banks		198,995		101,857		114,346		104,948
Available-for-sale debt securities, at fair value		437,857		349,332		532,913		517,679

Loans receivable		1,575,708		1,644,209		1,538,190		1,564,849
Allowance for loan losses		(12,700)		(11,385)		(14,271)		(13,537)
Loans, net		1,563,008		1,632,824		1,523,919		1,551,312

Bank-owned life insurance		30,530		30,096		30,804		30,669
Accrued interest receivable		7,307		8,293		7,507		7,235
Bank premises and equipment, net		20,526		21,526		21,169		20,683
Foreclosed assets held for sale		1,374		1,338		531		684
Deferred tax asset, net		5,128		2,705		11,818		5,887
Goodwill		52,505		52,505		52,505		52,505
Core deposit intangibles, net		3,450		3,851		3,206		3,316
Other assets		34,216		34,773		31,653		32,730
TOTAL ASSETS	$	2,354,896	$	2,239,100	$	2,330,371	$	2,327,648

LIABILITIES
Deposits:
Noninterest-bearing	$	521,561	$	465,332	$	552,255	$	521,206
Interest-bearing		1,418,580		1,355,137		1,408,697		1,403,854
Total deposits		1,940,141		1,820,469		1,960,952		1,925,060
Short-term borrowings		1,875		20,022		2,357		1,803
Long-term borrowings - FHLB advances		38,680		54,608		20,581		28,042
Senior notes, net		14,685		0		14,717		14,701
Subordinated debt, net		32,988		16,553		33,031		33,009
Accrued interest and other liabilities		27,125		27,692		22,525		23,628
TOTAL LIABILITIES		2,055,494		1,939,344		2,054,163		2,026,243

STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation
preference per share; 0 shares issued		0		0		0		0
Common stock, par value $1.00 per share; authorized 20,000,000 shares;
issued 16,030,172 and outstanding 15,750,250 at September 30, 2021;
issued 15,982,815 and outstanding 15,911,984 at December 31, 2020		16,030		15,983
issued 16,030,172 and outstanding 15,718,723 at March 31, 2022;
issued 16,030,172 and outstanding 15,759,090 at December 31, 2021						16,030		16,030
Paid-in capital		144,172		143,644		142,991		144,453
Retained earnings		139,715		129,703		145,073		142,612
Treasury stock, at cost; 279,922 shares at September 30, 2021 and 70,831
shares at December 31, 2020		(6,920)		(1,369)
Accumulated other comprehensive income		6,405		11,795
Treasury stock, at cost; 311,449 shares at March 31, 2022 and 271,082
shares at December 31, 2021						(7,708)		(6,716)
Accumulated other comprehensive (loss) income						(20,178)		5,026
TOTAL STOCKHOLDERS' EQUITY		299,402		299,756		276,208		301,405
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	2,354,896	$	2,239,100	$	2,330,371	$	2,327,648

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				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
	2021		2020		2021		2020		2022		2021
INTEREST INCOME
Interest and fees on loans:
Taxable	$	18,529	$	19,158	$	56,095	$	47,745	$	18,549	$	19,491
Tax-exempt		450		450		1,300		1,348		454		439
Income from available-for-sale debt securities:
Taxable		1,304		1,483		3,604		4,451		1,969		1,113
Tax-exempt		668		561		1,973		1,505		722		642
Other interest and dividend income		122		99		283		252		79		69
Total interest and dividend income		21,073		21,751		63,255		55,301		21,773		21,754
INTEREST EXPENSE
Interest on deposits		1,063		1,787		3,558		5,726		910		1,278
Interest on short-term borrowings		0		73		22		335		1		15
Interest on long-term borrowings - FHLB advances		87		362		330		970		49		134
Interest on senior notes, net		118		0		175		0		118		0
Interest on subordinated debt, net		346		247		947		460		363		244
Total interest expense		1,614		2,469		5,032		7,491		1,441		1,671
Net interest income		19,459		19,282		58,223		47,810		20,332		20,083
Provision for loan losses		1,530		1,941		2,533		3,293		891		259
Net interest income after provision for loan losses		17,929		17,341		55,690		44,517		19,441		19,824
NONINTEREST INCOME
Trust revenue		1,821		1,595		5,254		4,639		1,786		1,626
Brokerage and insurance revenue		560		382		1,392		1,121		522		326
Service charges on deposit accounts		1,249		1,045		3,337		3,126		1,235		1,015
Interchange revenue from debit card transactions		975		828		2,854		2,277		963		881
Net gains from sale of loans		797		2,052		2,786		3,931		382		1,064
Loan servicing fees, net		153		(87)		547		(259)		210		248
Increase in cash surrender value of life insurance		139		159		434		361		135		150
Other noninterest income		665		996		2,837		2,583		588		1,472
Sub-total		6,359		6,970		19,441		17,779
Realized gains on available-for-sale debt securities, net		23		25		25		25		2		0
Total noninterest income		6,382		6,995		19,466		17,804		5,823		6,782
NONINTEREST EXPENSE
Salaries and employee benefits		9,427		8,703		27,821		23,064		10,607		8,895
Net occupancy and equipment expense		1,217		1,189		3,740		3,267		1,411		1,304
Data processing and telecommunications expense		1,475		1,482		4,342		3,959		1,623		1,380
Automated teller machine and interchange expense		357		340		1,049		912		384		337
Pennsylvania shares tax		482		422		1,463		1,267		488		491
Professional fees		538		422		1,683		1,265		489		547
Merger-related expenses		0		6,402		0		7,526
Other noninterest expense		1,850		2,090		6,356		6,100		1,884		2,755
Total noninterest expense		15,346		21,050		46,454		47,360		16,886		15,709
Income before income tax provision		8,965		3,286		28,702		14,961		8,378		10,897
Income tax provision		1,566		438		5,456		2,509		1,483		2,110
NET INCOME	$	7,399	$	2,848	$	23,246	$	12,452	$	6,895	$	8,787
EARNINGS PER COMMON SHARE - BASIC	$	0.47	$	0.18	$	1.46	$	0.86	$	0.44	$	0.55
EARNINGS PER COMMON SHARE - DILUTED	$	0.47	$	0.18	$	1.46	$	0.86	$	0.44	$	0.55

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 (Loss) Income

(In Thousands) (Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
	2021		2020		2021		2020		2022		2021
Net income	$	7,399	$	2,848	$	23,246	$	12,452	$	6,895	$	8,787

Available-for-sale debt securities:
Unrealized holding (losses) gains on available-for-sale debt securities		(3,608)		(95)		(6,781)		9,980
Unrealized holding losses on available-for-sale debt securities										(32,025)		(6,114)
Reclassification adjustment for (gains) realized in income		(23)		(25)		(25)		(25)		(2)		0
Other comprehensive (loss) income on available-for-sale debt securities		(3,631)		(120)		(6,806)		9,955
Other comprehensive loss on available-for-sale debt securities										(32,027)		(6,114)

Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		0		0		(5)		88		133		(5)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(5)		(8)		(13)		(22)		(11)		(4)
Other comprehensive (loss) income on unfunded retirement obligations		(5)		(8)		(18)		66
Other comprehensive income (loss) on pension and postretirement obligations										122		(9)

Other comprehensive (loss) income before income tax		(3,636)		(128)		(6,824)		10,021
Income tax related to other comprehensive loss (income)		765		26		1,434		(2,103)
Other comprehensive loss before income tax										(31,905)		(6,123)
Income tax related to other comprehensive loss										6,701		1,287

Net other comprehensive (loss) income		(2,871)		(102)		(5,390)		7,918
Net other comprehensive loss										(25,204)		(4,836)

Comprehensive income	$	4,528	$	2,746	$	17,856	$	20,370
Comprehensive (loss) income									$	(18,309)	$	3,951

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)

Nine Months Ended

September 30,

September 30,

2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES:




Net income

$
23,246

$
12,452
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

2,533

3,293
Realized gains on available-for-sale debt securities, net

(25)

(25)
Net amortization of securities

1,554

1,020
Increase in cash surrender value of life insurance

(434)

(361)
Depreciation and amortization of bank premises and equipment

1,602

1,429
Net accretion of purchase accounting adjustments

(1,827)

(1,547)
Stock-based compensation

970

672
Deferred income taxes

(989)

649
Decrease in fair value of servicing rights

9

617
Gains on sales of loans, net

(2,786)

(3,931)
Origination of loans held for sale

(86,428)

(123,547)
Proceeds from sales of loans held for sale

87,483

126,268
Decrease (increase) in accrued interest receivable and other assets

295

(1,194)
Decrease in accrued interest payable and other liabilities

(50)

(856)
Other

(18)

(339)
Net Cash Provided by Operating Activities

25,135

14,600
CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash and cash equivalents provided by business combination

0

75,955
Purchase of certificates of deposit

(3,000)

(2,500)
Proceeds from maturities of certificates of deposit

0

250
Proceeds from sales of available-for-sale debt securities

2,027

20,535
Proceeds from calls and maturities of available-for-sale debt securities

48,262

71,009
Purchase of available-for-sale debt securities

(145,445)

(65,853)
Redemption of Federal Home Loan Bank of Pittsburgh stock

1,934

5,712
Purchase of Federal Home Loan Bank of Pittsburgh stock

(1,614)

(4,571)
Net decrease (increase) in loans

68,018

(45,564)
Proceeds from bank owned life insurance

287

0
Proceeds from sales of premises and equipment

575

0
Purchase of premises and equipment

(1,173)

(2,550)
Proceeds from sale of foreclosed assets

303

1,347
Other

176

178
Net Cash (Used in) Provided by Investing Activities

(29,650)

53,948
CASH FLOWS FROM FINANCING ACTIVITIES:


Net increase in deposits

120,386

137,543
Net decrease in short-term borrowings

(18,082)

(79,213)
Proceeds from long-term borrowings - FHLB advances

0

25,891
Repayments of long-term borrowings - FHLB advances

(15,571)

(5,136)
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

212

124
Purchases of treasury stock

(7,412)

(163)
Common dividends paid

(11,980)

(10,568)
Net Cash Provided by Financing Activities

98,653

68,478
INCREASE IN CASH AND CASH EQUIVALENTS

94,138

137,026
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

96,017

31,122
CASH AND CASH EQUIVALENTS, END OF PERIOD

$
190,155

$
168,148

~~Table of Contents~~

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

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In Thousands) (Unaudited)~~

~~(Continued)~~

Nine Months Ended

September 30,

September 30,

2021

2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

$
1,704

$
287
Accrued sale of available-for-sale securities

$
0

$
488
Accrued income from life insurance claim

$
0

$
279
Assets acquired through foreclosure of real estate loans

$
317

$
0
Leased assets obtained in exchange for new operating lease liabilities

$
739

$
167
Interest paid

$
6,063

$
7,635
Income taxes paid

$
8,076

$
2,975
NONCASH INVESTING ASSETS ACQUIRED IN BUSINESS COMBINATION:

Available-for-sale debt securities

$
0

$
10,754
Loans receivable

$
0

$
464,236
Bank-owned life insurance

$
0

$
11,170
Foreclosed assets held for sale

$
0

$
860
NONCASH FINANCING ACTIVITY RELATED TO BUSINESS COMBINATION:

Common stock issued

$
0

$
41,429
Liabilities assumed:

Deposits

$
0

$
481,796
Short-term borrowings

$
0

$
33,950
Long-term borrowings

$
0

$
30,025
Subordinated debt

$
0

$
10,091


	Three Months Ended
	March 31,		March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,895	$	8,787
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		891		259
Realized gains on available-for-sale debt securities, net		(2)		0
Net amortization of securities		714		488
Increase in cash surrender value of life insurance		(135)		(150)
Depreciation and amortization of bank premises and equipment		507		553
Net accretion of purchase accounting adjustments		(340)		(818)
Stock-based compensation		368		341
Deferred income taxes		770		462
Increase in fair value of servicing rights		(2)		(75)
Gains on sales of loans, net		(382)		(1,064)
Origination of loans held for sale		(14,752)		(32,478)
Proceeds from sales of loans held for sale		13,661		30,727
Increase in accrued interest receivable and other assets		(963)		(2,190)
(Decrease) increase in accrued interest payable and other liabilities		(1,663)		891
Other		81		(20)
Net Cash Provided by Operating Activities		5,648		5,713
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposit		0		(1,250)
Proceeds from calls and maturities of available-for-sale debt securities		18,746		17,093
Purchase of available-for-sale debt securities		(62,949)		(34,494)
Redemption of Federal Home Loan Bank of Pittsburgh stock		337		584
Purchase of Federal Home Loan Bank of Pittsburgh stock		(282)		(473)
Net decrease in loans		26,807		29,936
Proceeds from bank owned life insurance		0		287
Proceeds from sales of premises and equipment		0		495
Purchase of premises and equipment		(993)		(239)
Proceeds from sale of foreclosed assets		139		0
Other		75		70
Net Cash (Used in) Provided by Investing Activities		(18,120)		12,009
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		35,952		103,793
Net increase (decrease) in short-term borrowings		554		(10,211)
Repayments of long-term borrowings - FHLB advances		(7,380)		(4,024)
Sale of treasury stock		141		77
Purchases of treasury stock		(3,380)		(157)
Common dividends paid		(4,017)		(3,912)
Net Cash Provided by Financing Activities		21,870		85,566
INCREASE IN CASH AND CASH EQUIVALENTS		9,398		103,288
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		95,848		96,017
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	105,246	$	199,305
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Accrued purchase of certificates of deposit	$	0	$	750
Increase in accrued purchase of available-for-sale debt securities	$	3,770	$	6,245
Assets acquired through foreclosure of real estate loans	$	0	$	134
Interest paid	$	1,116	$	2,193
Income taxes paid	$	46	$	47

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 September 30, 2021

Shares

Shares

Stock

Capital

Earnings

Income

Stock

Total
Balance, June 30, 2021

16,030,172

72,660

$
16,030

$
143,817

$
136,756

$
9,276

$
(1,746)

$
304,133
Net income

7,399

7,399
Other comprehensive loss, net

(2,871)

(2,871)
Cash dividends declared on common stock, $.28 per share

(4,440)

(4,440)
Shares issued for dividend reinvestment plan

(16,833)

10

415

425
Shares issued from treasury and redeemed related to exercise of stock options

(7,000)

135

135
Stock-based compensation expense

345

345
Purchase of restricted stock for tax withholding

691

(17)

(17)
Treasury stock purchases

230,404

(5,707)

(5,707)
Balance, September 30, 2021

16,030,172

279,922

$
16,030

$
144,172

$
139,715

$
6,405

$
(6,920)

$
299,402

Three Months Ended September 30, 2020
















Balance, June 30, 2020

13,934,996

127,839

$
13,935

$
103,954

$
128,661

$
11,711

$
(2,470)

$
255,791
Net income

2,848

2,848
Other comprehensive loss, net

(102)

(102)
Cash dividends declared on common stock, $.27 per share

(4,285)

(4,285)
Shares issued for dividend reinvestment plan

(21,949)

(36)

423

387
Restricted stock granted

(15,076)

(291)

291

0
Forfeiture of restricted stock

1,648

30

(30)

0
Stock-based compensation expense

248

248
Shares issued for acquisition of Covenant Financial, Inc., net of equity issuance costs

2,047,819

2,048

39,381

41,429
Balance, September 30, 2020

15,982,815

92,462

$
15,983

$
143,286

$
127,224

$
11,609

$
(1,786)

$
296,316

~~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)~~

~~(Continued)~~


										Accumulated														Accumulated
										Other														Other
	Common	Treasury	Common		Paid-in		Retained			Comprehensive		Treasury				Common	Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
Nine Months Ended September 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
Three Months Ended March 31, 2022																Shares	Shares	Stock		Capital		Earnings		Income (Loss)		Stock		Total
Balance, December 31, 2021																16,030,172	271,082	$	16,030	$	144,453	$	142,612	$	5,026	$	(6,716)	$	301,405
Net income								23,246							23,246								6,895						6,895
Other comprehensive loss, net									��		(5,390)				(5,390)										(25,204)				(25,204)
Cash dividends declared on common stock, $.83 per share								(13,234)							(13,234)
Cash dividends declared on common stock, $.28 per share																							(4,434)						(4,434)
Shares issued for dividend reinvestment plan	36,368	(16,833)		36		803							415		1,254		(16,134)				12						405		417
Shares issued from treasury and redeemed related to exercise of stock options		(12,414)				(28)							240		212		(7,024)				(34)						175		141
Restricted stock granted	10,989	(67,402)		11		(1,319)							1,308		0		(78,243)				(1,932)						1,932		0
Forfeiture of restricted stock		5,290				102							(102)		0		6,072				124						(124)		0
Stock-based compensation expense						970									970						368								368
Purchase of restricted stock for tax withholding		8,350											(174)		(174)		6,054										(153)		(153)
Treasury stock purchases		292,100											(7,238)		(7,238)		129,642										(3,227)		(3,227)
Balance, September 30, 2021	16,030,172	279,922	$	16,030	$	144,172	$	139,715		$	6,405	$	(6,920)	$	299,402
Balance, March 31, 2022																16,030,172	311,449	$	16,030	$	142,991	$	145,073	$	(20,178)	$	(7,708)	$	276,208

Nine Months Ended September 30, 2020
Balance, December 31, 2019	13,934,996	218,551	$	13,935	$	104,519	$	126,480		$	3,691	$	(4,173)	$	244,452
Three Months Ended March 31, 2021
Balance, December 31, 2020																15,982,815	70,831	$	15,983	$	143,644	$	129,703	$	11,795	$	(1,369)	$	299,756
Net income								12,452							12,452								8,787						8,787
Other comprehensive income, net											7,918				7,918
Cash dividends declared on common stock, $.81 per share								(11,708)							(11,708)
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		(56,649)				46							1,094		1,140	19,475			19		383								402
Shares issued from treasury and redeemed related to exercise of stock options		(9,652)				(62)							186		124		(5,414)				(28)						105		77
Restricted stock granted		(70,940)				(1,370)							1,370		0	10,989	(63,402)		11		(1,240)						1,229		0
Forfeiture of restricted stock		5,290				100							(100)		0		3,791				73						(73)		0
Stock-based compensation expense						672									672						341								341
Purchase of restricted stock for tax withholding		5,862											(163)		(163)		7,659										(157)		(157)
Shares issued for acquisition of Covenant Financial, Inc., net of equity issuance costs	2,047,819			2,048		39,381									41,429
Balance, September 30, 2020	15,982,815	92,462	$	15,983	$	143,286	$	127,224		$	11,609	$	(1,786)	$	296,316
Balance, March 31, 2021																16,013,279	13,465	$	16,013	$	143,173	$	134,176	$	6,959	$	(265)	$	300,056

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~~LLC and Northern Tier Holding LLC. C&N Bank is the sole member of C&N Financial Services, LLC and 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,~~2021, 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 ~~nine-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 might not be indicative of the results for the year ending December 31, ~~2021.~~2022. 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 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 nine months ended September 30, 2021.

Merger-related expenses related to the acquisition of Covenant totaled $6,402,000 in the third quarter 2020 and $7,526,000 in the nine months ended September 30, 2020. There were 0 merger-related expenses in the nine months ended September 30, 2021.

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.

~~Table of Contents~~

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


(In Thousands, Except Share and Per Share Data)	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
	2021		2020		2021		2020		2022		2021
Basic
Net income	$	7,399	$	2,848	$	23,246	$	12,452	$	6,895	$	8,787
Less: Dividends and undistributed earnings allocated to participating securities		(63)		(18)		(189)		(74)		(60)		(65)
Net income attributable to common shares	$	7,336	$	2,830	$	23,057	$	12,378	$	6,835	$	8,722
Basic weighted-average common shares outstanding		15,703,932		15,778,391		15,806,897		14,388,797		15,645,474		15,850,217
Basic earnings per common share (a)	$	0.47	$	0.18	$	1.46	$	0.86	$	0.44	$	0.55
Diluted
Net income attributable to common shares	$	7,336	$	2,830	$	23,057	$	12,378	$	6,835	$	8,722
Basic weighted-average common shares outstanding		15,703,932		15,778,391		15,806,897		14,388,797		15,645,474		15,850,217
Dilutive effect of potential common stock arising from stock options		6,413		1,330		6,232		4,632		3,701		4,234
Diluted weighted-average common shares outstanding		15,710,345		15,779,721		15,813,129		14,393,429		15,649,175		15,854,451
Diluted earnings per common share (a)	$	0.47	$	0.18	$	1.46	$	0.86	$	0.44	$	0.55
Weighted-average nonvested restricted shares outstanding		133,053		102,629		129,456		85,611		138,141		118,442

(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 earnings per share calculations. There were 0 anti-dilutive instruments in the three-month ~~and nine month~~ periods ended ~~September 30,~~March 31, 2022 and 2021. Weighted-average common shares available from anti-dilutive instruments totaled 39,012 shares in the three-month period ended September 30, 2020 and 19,506 shares in the nine-month period ended September 30, 2020.

~~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 September 30, 2021






Available-for-sale debt securities:

Unrealized holding losses on available-for-sale debt securities

$
(3,608)

$
759

$
(2,849)
Reclassification adjustment for (gains) realized in income

(23)

5

(18)
Other comprehensive loss from available-for-sale debt securities

(3,631)

764

(2,867)
Unfunded pension and postretirement obligations,






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

(5)

1

(4)
Total other comprehensive loss

$
(3,636)

$
765

$
(2,871)

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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 September 30, 2020






Available-for-sale debt securities:

Unrealized holding losses on available-for-sale debt securities

$
(95)

$
19

$
(76)
Reclassification adjustment for (gains) realized in income

(25)

5

(20)
Other comprehensive loss from available-for-sale debt securities

(120)

24

(96)
Unfunded pension and postretirement obligations,






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

(8)

2

(6)
Total other comprehensive loss

$
(128)

$
26

$
(102)

3. COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) 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 (loss) income. The components of other comprehensive (loss) income, and the related tax effects, are as follows:


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax		Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount		Amount		Effect		Amount
Nine Months Ended September 30, 2021
Three Months Ended March 31, 2022
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities	$	(6,781)	$	1,425	$	(5,356)	$	(32,025)	$	6,726	$	(25,299)
Reclassification adjustment for (gains) realized in income		(25)		5		(20)		(2)		0		(2)
Other comprehensive loss from available-for-sale debt securities		(6,806)		1,430		(5,376)		(32,027)		6,726		(25,301)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		(5)		1		(4)		133		(27)		106
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(13)		3		(10)		(11)		2		(9)
Other comprehensive loss on unfunded retirement obligations		(18)		4		(14)
Other comprehensive income on unfunded retirement obligations								122		(25)		97
Total other comprehensive loss	$	(6,824)	$	1,434	$	(5,390)	$	(31,905)	$	6,701	$	(25,204)

(In Thousands)

Before-Tax

Income Tax

Net-of-Tax

Amount

Effect

Amount
Nine Months Ended September 30, 2020






Available-for-sale debt securities:

Unrealized holding gains on available-for-sale debt securities

$
9,980

$
(2,095)

$
7,885
Reclassification adjustment for (gains) realized in income

(25)

5

(20)
Other comprehensive income from available-for-sale debt securities

9,955

(2,090)

7,865
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

(22)

5

(17)
Other comprehensive income on unfunded retirement obligations

66

(13)

53
Total other comprehensive income

$
10,021

$
(2,103)

$
7,918


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Three Months Ended March 31, 2021
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)

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


(In Thousands)					Accumulated		Unrealized				Accumulated
	Unrealized		Unfunded		Other		(Losses)		Unfunded		Other
	Losses		Retirement		Comprehensive		Gains		Retirement		Comprehensive
	on Securities		Obligations		Income		on Securities		Obligations		(Loss) Income
Three Months Ended September 30, 2021
Three Months Ended March 31, 2022
Balance, beginning of period	$	9,167	$	109	$	9,276	$	4,809	$	217	$	5,026
Other comprehensive loss during three months ended September 30, 2021		(2,867)		(4)		(2,871)
Other comprehensive (loss) income during three months ended March 31, 2022								(25,301)		97		(25,204)
Balance, end of period	$	6,300	$	105	$	6,405	$	(20,492)	$	314	$	(20,178)

Three Months Ended September 30, 2020
Three Months Ended March 31, 2021
Balance, beginning of period	$	11,472	$	239	$	11,711	$	11,676	$	119	$	11,795
Other comprehensive loss during three months ended September 30, 2020		(96)		(6)		(102)
Other comprehensive loss during three months ended March 31, 2021								(4,829)		(7)		(4,836)
Balance, end of period	$	11,376	$	233	$	11,609	$	6,847	$	112	$	6,959

(In Thousands)

Unrealized



Accumulated

Gains

Unfunded

Other

(Losses)

Retirement

Comprehensive

on Securities

Obligations

Income
Nine Months Ended September 30, 2021






Balance, beginning of period

$
11,676

$
119

$
11,795
Other comprehensive loss during nine months ended September 30, 2021

(5,376)

(14)

(5,390)
Balance, end of period

$
6,300

$
105

$
6,405

Nine Months Ended September 30, 2020






Balance, beginning of period

$
3,511

$
180

$
3,691
Other comprehensive income during nine months ended September 30, 2020

7,865

53

7,918
Balance, end of period

$
11,376

$
233

$
11,609

5.4. CASH AND DUE FROM BANKS

Cash and due from banks at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 include the following:


(In Thousands)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Cash and cash equivalents	$	190,155	$	96,017	$	105,246	$	95,848
Certificates of deposit		8,840		5,840		9,100		9,100
Total cash and due from banks	$	198,995	$	101,857	$	114,346	$	104,948

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 ~~September 30, 2021 and~~March 31, 2022 or December 31, ~~2020.~~

2021.

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6.5. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are summarized as follows:


(In Thousands)	September 30, 2021								March 31, 2022
			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	$	25,088	$	60	$	(80)	$	25,068	$	38,152	$	0	$	(1,658)	$	36,494
Obligations of U.S. Government agencies		23,935		666		(289)		24,312		24,455		150		(1,197)		23,408
Bank holding company debt securities										24,942		0		(899)		24,043
Obligations of states and political subdivisions:
Tax-exempt		135,362		4,390		(508)		139,244		149,140		963		(6,470)		143,633
Taxable		69,426		1,516		(449)		70,493		73,732		293		(4,396)		69,629
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		59,920		978		(269)		60,629		112,122		107		(5,661)		106,568
Residential collateralized mortgage obligations		43,811		820		(38)		44,593		45,628		4		(1,764)		43,868
Commercial mortgage-backed securities		72,341		1,963		(786)		73,518		90,682		119		(5,531)		85,270
Total available-for-sale debt securities	$	429,883	$	10,393	$	(2,419)	$	437,857	$	558,853	$	1,636	$	(27,576)	$	532,913


(In Thousands)	December 31, 2020								December 31, 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	$	12,184	$	0	$	(2)	$	12,182	$	25,058	$	52	$	(198)	$	24,912
Obligations of U.S. Government agencies		25,349		1,003		(8)		26,344		23,936		563		(408)		24,091
Bank holding company debt securities										18,000		18		(31)		17,987
Obligations of states and political subdivisions:
Tax-exempt		116,427		6,000		(26)		122,401		143,427		4,749		(148)		148,028
Taxable		45,230		2,246		(24)		47,452		72,182		1,232		(649)		72,765
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		98,048		705		(572)		98,181
Residential collateralized mortgage obligations		56,048		1,428		(9)		57,467		44,015		437		(205)		44,247
Commercial mortgage-backed securities		42,461		2,849		0		45,310		86,926		1,548		(1,006)		87,468
Total available-for-sale debt securities	$	334,552	$	14,849	$	(69)	$	349,332	$	511,592	$	9,304	$	(3,217)	$	517,679

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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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


September 30, 2021	Less Than 12 Months				12 Months or More				Total
March 31, 2022													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	$	11,001	$	(80)	$	0	$	0	$	11,001	$	(80)	$	36,494	$	(1,658)	$	0	$	0	$	36,494	$	(1,658)
Obligations of U.S. Government agencies		12,210		(289)		0		0		12,210		(289)		4,812		(61)		11,363		(1,136)		16,175		(1,197)
Bank holding company debt securities														21,043		(899)		0		0		21,043		(899)
Obligations of states and political subdivisions:
Tax-exempt		41,145		(508)		0		0		41,145		(508)		104,057		(6,341)		1,719		(129)		105,776		(6,470)
Taxable		25,561		(365)		2,200		(84)		27,761		(449)		46,674		(3,692)		5,814		(704)		52,488		(4,396)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		36,651		(269)		0		0		36,651		(269)		98,253		(5,374)		3,737		(287)		101,990		(5,661)
Residential collateralized mortgage obligations		4,745		(38)		0		0		4,745		(38)		41,916		(1,764)		0		0		41,916		(1,764)
Commercial mortgage-backed securities		34,931		(786)		0		0		34,931		(786)		67,400		(4,568)		7,153		(963)		74,553		(5,531)
Total temporarily impaired available-for-sale debt securities	$	166,244	$	(2,335)	$	2,200	$	(84)	$	168,444	$	(2,419)	$	420,649	$	(24,357)	$	29,786	$	(3,219)	$	450,435	$	(27,576)


December 31, 2020	Less Than 12 Months				12 Months or More				Total
December 31, 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	$	9,159	$	(2)	$	0	$	0	$	9,159	$	(2)	$	18,886	$	(198)	$	0	$	0	$	18,886	$	(198)
Obligations of U.S. Government agencies		4,992		(8)		0		0		4,992		(8)		9,735		(264)		4,856		(144)		14,591		(408)
Bank holding company debt securities														12,969		(31)		0		0		12,969		(31)
Obligations of states and political subdivisions:
Tax-exempt		3,811		(26)		0		0		3,811		(26)		17,852		(141)		549		(7)		18,401		(148)
Taxable		5,235		(24)		0		0		5,235		(24)		31,261		(517)		3,277		(132)		34,538		(649)
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														71,451		(572)		0		0		71,451		(572)
Residential collateralized mortgage obligations		2,861		(9)		0		0		2,861		(9)		15,117		(205)		0		0		15,117		(205)
Commercial mortgage-backed securities														52,867		(1,006)		0		0		52,867		(1,006)
Total temporarily impaired available-for-sale debt securities	$	26,058	$	(69)	$	0	$	0	$	26,058	$	(69)	$	230,138	$	(2,934)	$	8,682	$	(283)	$	238,820	$	(3,217)

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


(In Thousands)	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
	2021		2020		2021		2020		2022		2021
Gross realized gains from sales	$	23	$	26	$	27	$	78	$	2	$	0
Gross realized losses from sales		0		(1)		(2)		(53)		0		0
Net realized gains	$	23	$	25	$	25	$	25	$	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 ~~September 30, 2021.~~March 31, 2022. 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)	September 30, 2021				March 31, 2022
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	15,531	$	15,641	$	12,457	$	12,483
Due from one year through five years		51,151		52,150		77,304		75,288
Due from five years through ten years		65,651		67,498		86,104		82,906
Due after ten years		121,478		123,828		134,556		126,530
Sub-total		253,811		259,117		310,421		297,207
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		59,920		60,629		112,122		106,568
Residential collateralized mortgage obligations		43,811		44,593		45,628		43,868
Commercial mortgage-backed securities		72,341		73,518		90,682		85,270
Total	$	429,883	$	437,857	$	558,853	$	532,913

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 ~~$254,062,000~~$237,165,000 at ~~September 30, 2021~~March 31, 2022 and ~~$247,373,000~~$241,428,000 at December 31, ~~2020~~2021 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law. See Note 98 for information concerning securities pledged to secure borrowing arrangements and Note 1211 for information related to securities pledged against interest rate swap obligations.

Management evaluates securities for other-than-temporary impairment (“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 OTTI at ~~September 30, 2021~~March 31, 2022 is provided below.

Debt Securities

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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. As reflected in the table above, the fair value of available-for-sale debt securities as of March 31, 2022 was lower than the amortized cost basis by $25,940,000, or 4.6%. In comparison, the aggregate unrealized gain position was $6,087,000 (1.2%) at December 31, 2021. The unrealized decrease in fair value of the portfolio in the first quarter 2022 was consistent with the significant increase in market interest rates that occurred during the period. Based on the results of the assessment, management believes there were no credit-related declines in fair value and that impairment of debt securities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020 to be~~2021 is 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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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~~other assets in the consolidated balance sheets, was ~~$9,400,000~~$9,258,000 at ~~September 30, 2021~~March 31, 2022 and ~~$9,720,000~~$9,313,000 at December 31, ~~2020.~~2021. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. In making this determination, management concluded that

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recovery of total 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 ~~$981,000~~$926,000 at ~~September 30, 2021~~March 31, 2022 and ~~$1,000,000~~$971,000 at December 31, ~~2020,~~2021, consisting exclusively of 1 mutual fund. There was an unrealized loss on the mutual fund of ~~$19,000~~$45,000 at ~~September 30, 2021~~March 31, 2022 and ~~0 unrealized gain or loss on the mutual fund~~$29,000 at December 31, ~~2020.~~2021. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.

7.6. LOANS

The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are summarized by segment, and by classes within each segment, as follows:

Summary of Loans by Type

(In Thousands)


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Commercial:
Commercial loans secured by real estate	$	553,389	$	531,810	$	585,677	$	569,840
Commercial and industrial		152,244		159,577		159,793		159,073
Paycheck Protection Program - 1st Draw		5,747		132,269		887		1,356
Paycheck Protection Program - 2nd Draw		56,981		0		11,490		25,508
Political subdivisions		73,503		53,221		81,975		81,301
Commercial construction and land		53,267		42,874		37,258		60,579
Loans secured by farmland		10,812		11,736		12,507		11,121
Multi-family (5 or more) residential		52,962		55,811		53,141		50,089
Agricultural loans		3,092		3,164		2,588		2,351
Other commercial loans		17,312		17,289		14,827		17,153
Total commercial		979,309		1,007,751		960,143		978,371
Residential mortgage:
Residential mortgage loans - first liens		494,376		532,947		481,119		483,629
Residential mortgage loans - junior liens		24,303		27,311		22,572		23,314
Home equity lines of credit		38,465		39,301		39,649		39,252
1-4 Family residential construction		21,719		20,613		16,945		23,151
Total residential mortgage		578,863		620,172		560,285		569,346
Consumer		17,536		16,286		17,762		17,132
Total		1,575,708		1,644,209		1,538,190		1,564,849
Less: allowance for loan losses		(12,700)		(11,385)		(14,271)		(13,537)
Loans, net	$	1,563,008	$	1,632,824	$	1,523,919	$	1,551,312

In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of ~~$5,719,000~~$3,735,000 at ~~September 30, 2021~~March 31, 2022 and ~~$6,286,000~~$4,427,000 at December 31, ~~2020.~~2021.

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~~Northcentral Pennsylvania, the ~~southern~~Southern tier of New York State, ~~southeastern~~Southeastern Pennsylvania and ~~southcentral~~Southcentral 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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

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provision in the CARES Act includes creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”) and Treasury Department. Under the PPP, the Corporation, as an SBA-certified lender, ~~provides~~provided SBA-guaranteed loans to small businesses to pay their employees, rent, mortgage interest, and utilities. PPP loans ~~will be~~are 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 includes provisions that broadly address 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 reporting 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 acquired 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 ~~September 30, 2021,~~March 31, 2022, the recorded investment in 1st Draw PPP loans was ~~$5,747,000,~~$887,000, including contractual principal balances of ~~$5,982,000, increased by a market rate adjustment on PPP loans acquired from Covenant of $2,000 and~~$905,000, reduced by net deferred origination fees of ~~$237,000.~~$18,000. The recorded investment in 2nd Draw PPP loans was ~~$56,981,000,~~$11,490,000, including contractual principal balances of ~~$59,190,000~~$11,847,000 reduced by net deferred origination fees of ~~$2,208,000. Accretion of~~$357,000. Interest and fees ~~received~~ on PPP loans ~~net~~which are included in taxable interest and fees on loans in the unaudited consolidated statements of ~~amortization of the market rate adjustment on PPP loans acquired from Covenant, was $1,409,000~~income totaled $575,000 in the three-month period ended ~~September 30, 2021~~March 31, 2022 and ~~$467,000~~$1,998,000 in the three-month period ended ~~September 30, 2020. Accretion~~March 31, 2021.

Acquired loans were initially recorded at fair value, with adjustments made to gross amortized cost based on movements in interest rates (market rate adjustment) and based on credit fair value adjustments on non-impaired loans and impaired loans. Subsequently, the Corporation has recognized amortization and accretion of ~~fees received on PPP loans, net of amortization~~a portion of the market rate ~~adjustment~~adjustments and credit adjustments on ~~PPP~~non-impaired (performing) loans, ~~acquired from Covenant, was $3,975,000 in~~and a partial recovery of purchased credit impaired (PCI) loans. For the ~~nine-month period~~three-month periods ended ~~September 30,~~March 31, 2022 and 2021, adjustments to the initial market rate and ~~$804,000 in the nine-month period ended September 30, 2020.~~credit fair value adjustments of performing loans were recognized as follows:


(In Thousands)	Three Months Ended
	March 31,		March 31,
	2022		2021
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	(637)	$	718
Amortization recognized in interest income		(248)		(366)
Adjustments to gross amortized cost of loans at end of period	$	(885)	$	352
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(3,335)	$	(5,979)
Accretion recognized in interest income		553		797
Adjustments to gross amortized cost of loans at end of period	$	(2,782)	$	(5,182)

A summary of PCI loans held at March 31, 2022 and December 31, 2021 is as follows:


(In Thousands)	March 31,		December 31,
	2022		2021
Outstanding balance	$	5,966	$	9,802
Carrying amount		3,983		6,558

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~~To work with clients impacted by COVID-19,~~In the three-month period ended March 31, 2022, the Corporation ~~offers short-term loan modifications~~received repayments 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 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 September 30, 2021. Most of the initial modifications under the program became effective in 2020 and provided a deferral of interest or principal and interest for 90-to-180 days. At September 30, 2021, there were 0PCI loans in ~~deferral status under the program. At December 31, 2020, there were 45 loans with a total recorded investment~~excess of ~~$37,397,000,~~previous carrying amounts, resulting in ~~deferral status under the program.~~

~~As described in Note 2, effective July 1, 2020, the Corporation acquired loans pursuant to its acquisition~~income 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$1,398,000. This amount is included in interest ~~rates (market rate adjustment)~~ and ~~based~~fees on ~~credit fair value adjustments~~taxable loans in the unaudited consolidated statements of income. There was no corresponding income from repayments on ~~non-impaired~~PCI loans and impaired loans. Subsequent to the 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. Forin the three-month ~~and nine-month periods~~period ended ~~September 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

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

2021

2020

2021

2020
Market Rate Adjustment








Adjustments to gross amortized cost of loans at beginning of period

$
(5)

$
(1,103)

$
718

$
(1,415)
Market rate adjustment recorded in acquisition

0

2,909

0

2,909
Amortization recognized in interest income

(368)

(452)

(1,091)

(140)
Adjustments to gross amortized cost of loans at end of period

$
(373)

$
1,354

$
(373)

$
1,354
Credit Adjustment on Non-impaired Loans

Adjustments to gross amortized cost of loans at beginning of period

$
(4,502)

$
(878)

$
(5,979)

$
(1,216)
Credit adjustment recorded in acquisition

0

(7,219)

0

(7,219)
Accretion recognized in interest income

666

970

2,143

1,308
Adjustments to gross amortized cost of loans at end of period

$
(3,836)

$
(7,127)

$
(3,836)

$
(7,127)

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

(In Thousands)

September 30,

December 31,

2021

2020
Outstanding balance

$
10,064

$
10,316
Carrying amount

6,624

6,841

2021.

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, management determined that 0 allowance for credit losses related to unfunded loan commitments was required.

Transactions within the allowance for loan losses, summarized by segment and class, for the three-month periods ended March 31, 2022 and 2021 were as follows:


Three Months Ended March 31, 2022	December 31, 2021								March 31, 2022
(In Thousands)	Balance		Charge-offs		Recoveries		Provision (Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	4,405	$	0	$	0	$	612	$	5,017
Commercial and industrial		2,723		(150)		0		268		2,841
Commercial construction and land		637		0		0		(246)		391
Loans secured by farmland		115		0		0		14		129
Multi-family (5 or more) residential		215		0		0		152		367
Agricultural loans		25		0		0		2		27
Other commercial loans		173		0		0		(23)		150
Total commercial		8,293		(150)		0		779		8,922
Residential mortgage:
Residential mortgage loans - first liens		3,650		0		1		159		3,810
Residential mortgage loans - junior liens		184		0		0		(3)		181
Home equity lines of credit		302		0		15		(11)		306
1-4 Family residential construction		202		0		0		(54)		148
Total residential mortgage		4,338		0		16		91		4,445
Consumer		235		(30)		7		25		237
Unallocated		671		0		0		(4)		667
Total Allowance for Loan Losses	$	13,537	$	(180)	$	23	$	891	$	14,271

2017

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

Three Months Ended September 30, 2021

June 30, 2021










September 30, 2021
(In Thousands)

Balance

Charge-offs

Recoveries

Provision (Credit)

Balance
Allowance for Loan Losses:










Commercial:










Commercial loans secured by real estate

$
3,452

$
0

$
0

$
368

$
3,820
Commercial and industrial

2,781

(1,194)

6

947

2,540
Commercial construction and land

452

0

0

107

559
Loans secured by farmland

113

0

0

(1)

112
Multi-family (5 or more) residential

150

0

0

46

196
Agricultural loans

25

0

0

8

33
Other commercial loans

145

0

0

28

173
Total commercial

7,118

(1,194)

6

1,503

7,433
Residential mortgage:










Residential mortgage loans - first liens

3,536

0

1

29

3,566
Residential mortgage loans - junior liens

327

0

0

(6)

321
Home equity lines of credit

294

0

0

(11)

283
1-4 Family residential construction

198

0

0

(9)

189
Total residential mortgage

4,355

0

1

3

4,359
Consumer

231

(26)

8

24

237
Unallocated

671

0

0

0

671
Total Allowance for Loan Losses

$
12,375

$
(1,220)

$
15

$
1,530

$
12,700


Three Months Ended September 30, 2020	June 30, 2020								September 30, 2020
Three Months Ended March 31, 2021											December 31, 2020								March 31, 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	$	2,426	$	0	$	0	$	(40)	$	2,386	$	3,051	$	0	$	0	$	299	$	3,350
Commercial and industrial		2,496		(2,219)		0		1,974		2,251		2,245		0		14		(72)		2,187
Commercial construction and land		420		0		0		20		440		454		0		0		22		476
Loans secured by farmland		146		0		0		(25)		121		120		0		0		(9)		111
Multi-family (5 or more) residential		163		0		0		64		227		236		0		0		19		255
Agricultural loans		40		0		0		(3)		37		34		0		0		(8)		26
Other commercial loans		167		0		0		0		167		168		0		0		(9)		159
Total commercial		5,858		(2,219)		0		1,990		5,629		6,308		0		14		242		6,564
Residential mortgage:
Residential mortgage loans - first liens		3,531		0		26		(92)		3,465		3,524		0		1		(18)		3,507
Residential mortgage loans - junior liens		365		0		0		(7)		358		349		0		0		(15)		334
Home equity lines of credit		287		0		1		1		289		281		0		1		(1)		281
1-4 Family residential construction		137		0		0		32		169		99		0		0		(21)		78
Total residential mortgage		4,320		0		27		(66)		4,281		4,253		0		2		(55)		4,200
Consumer		263		(30)		8		17		258		239		(11)		12		(20)		220
Unallocated		585		0		0		0		585		585		0		0		92		677
Total Allowance for Loan Losses	$	11,026	$	(2,249)	$	35	$	1,941	$	10,753	$	11,385	$	(11)	$	28	$	259	$	11,661

For the three months ended ~~September 30, 2021,~~March 31, 2022, the provision for loan losses was ~~$1,530,000, a decrease~~$891,000, an increase in expense of ~~$411,000~~$632,000 as compared to ~~$1,941,000~~$259,000 for the three months ended ~~September 30, 2020.~~March 31, 2021. The ~~third~~first quarter ~~2021~~2022 provision included a net charge of ~~$611,000~~$147,000 related to specific loans (net charge-offs of ~~$1,205,000~~$157,000 offset by a net decrease in specific allowances on loans of ~~$594,000)~~$10,000), ~~and~~ an increase of ~~$919,000~~$748,000 in the collectively determined portion of the ~~allowance. In~~allowance and a decrease of $4,000 in the ~~third quarter 2021, the Corporation recorded a partial charge-off of $1,194,000 on a commercial loan with an outstanding balance of $3,496,000 at the time~~unallocated portion of the ~~charge-off.~~allowance. The

~~Table of Contents~~

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

~~partial charge-off amount exceeded the specific allowance of $583,000 that had been established on this loan at June 30, 2021. The provision for loan losses~~ increase in the ~~third quarter 2020 included~~collectively determined portion of the ~~net impact of a charge-off of $2,219,000 on a commercial loan of $3,500,000 for which the previously-established~~ allowance ~~had been $1,193,000.~~

December 31,







September 30,
Nine Months Ended September 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

$
767

$
3,820
Commercial and industrial

2,245

(1,194)

20

1,469

2,540
Commercial construction and land

454

0

0

105

559
Loans secured by farmland

120

0

0

(8)

112
Multi-family (5 or more) residential

236

0

0

(40)

196
Agricultural loans

34

0

0

(1)

33
Other commercial loans

168

0

0

5

173
Total commercial

6,308

(1,194)

22

2,297

7,433
Residential mortgage:










Residential mortgage loans - first liens

3,524

(11)

3

50

3,566
Residential mortgage loans - junior liens

349

0

0

(28)

321
Home equity lines of credit

281

0

2

0

283
1-4 Family residential construction

99

0

0

90

189
Total residential mortgage

4,253

(11)

5

112

4,359
Consumer

239

(73)

33

38

237
Unallocated

585

0

0

86

671
Total Allowance for Loan Losses

$
11,385

$
(1,278)

$
60

$
2,533

$
12,700

December 31,







September 30,
Nine Months Ended September 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

$
465

$
2,386
Commercial and industrial

1,391

(2,236)

0

3,096

2,251
Commercial construction and land

966

(107)

0

(419)

440
Loans secured by farmland

158

0

0

(37)

121
Multi-family (5 or more) residential

156

0

0

71

227
Agricultural loans

41

0

0

(4)

37
Other commercial loans

155

0

0

12

167
Total commercial

4,788

(2,343)

0

3,184

5,629
Residential mortgage:










Residential mortgage loans - first liens

3,405

0

28

32

3,465
Residential mortgage loans - junior liens

384

0

1

(27)

358
Home equity lines of credit

276

0

3

10

289
1-4 Family residential construction

117

0

0

52

169
Total residential mortgage

4,182

0

32

67

4,281
Consumer

281

(100)

35

42

258
Unallocated

585

0

0

0

585
Total Allowance for Loan Losses

$
9,836

$
(2,443)

$
67

$
3,293

$
10,753

~~Table of Contents~~

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

For the nine months ended September 30, 2021, the provision for loan losses was $2,533,000, a decrease in expense of $760,000 as compared to $3,293,000 recorded for the nine months ended September 30, 2020. The provision for the nine months ended September 30, 2021, includesreflected the impact of an increase in volume of commercial loans, excluding PPP loans. The first quarter 2021 provision included a ~~charge-off~~net charge of ~~$1,194,000~~$182,000 related to specific loans (increase in specific allowances on loans of $199,000, partially offset by net recoveries of $17,000), an increase of $92,000 in the unallocated portion of the allowance and a ~~commercial loan with an ouststanding balance~~reduction of ~~$3,496,000, as previously discussed. In comparison,~~$15,000 attributable to decreases in the ~~provision~~collectively determined portion of the allowance for loan ~~losses in the first nine months of 2020 included the impact of the $2,219,000 charge-off of a commercial loan of $3,500,000.~~losses.

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.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


September 30, 2021									Purchased
March 31, 2022																					Purchased
(In Thousands)			Special						Credit						Special						Credit
	Pass		Mention		Substandard		Doubtful		Impaired		Total		Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	519,673	$	15,055	$	14,473	$	0	$	4,188	$	553,389	$	547,705	$	18,000	$	16,098	$	0	$	3,874	$	585,677
Commercial and Industrial		136,858		8,578		6,028		0		780		152,244		144,864		11,030		3,860		0		39		159,793
Paycheck Protection Program - 1st Draw		5,747		0		0		0		0		5,747		887		0		0		0		0		887
Paycheck Protection Program - 2nd Draw		56,981		0		0		0		0		56,981		11,490		0		0		0		0		11,490
Political subdivisions		73,503		0		0		0		0		73,503		81,975		0		0		0		0		81,975
Commercial construction and land		52,504		715		48		0		0		53,267		36,496		714		48		0		0		37,258
Loans secured by farmland		9,639		194		979		0		0		10,812		11,319		287		901		0		0		12,507
Multi-family (5 or more) residential		48,154		2,352		878		0		1,578		52,962		52,274		0		867		0		0		53,141
Agricultural loans		2,533		0		559		0		0		3,092		2,054		0		534		0		0		2,588
Other commercial loans		17,307		5		0		0		0		17,312		14,826		1		0		0		0		14,827
Total commercial		922,899		26,899		22,965		0		6,546		979,309		903,890		30,032		22,308		0		3,913		960,143
Residential Mortgage:											��
Residential mortgage loans - first liens		482,710		5,066		6,528		0		72		494,376		466,862		7,548		6,640		0		69		481,119
Residential mortgage loans - junior liens		23,676		107		514		0		6		24,303		22,182		57		332		0		1		22,572
Home equity lines of credit		37,889		59		517		0		0		38,465		38,961		59		629		0		0		39,649
1-4 Family residential construction		21,719		0		0		0		0		21,719		16,945		0		0		0		0		16,945
Total residential mortgage		565,994		5,232		7,559		0		78		578,863		544,950		7,664		7,601		0		70		560,285
Consumer		17,505		0		31		0		0		17,536		17,713		0		49		0		0		17,762
Totals	$	1,506,398	$	32,131	$	30,555	$	0	$	6,624	$	1,575,708	$	1,466,553	$	37,696	$	29,958	$	0	$	3,983	$	1,538,190


December 31, 2021									Purchased
(In Thousands)			Special						Credit
	Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	538,966	$	10,510	$	16,220	$	0	$	4,144	$	569,840
Commercial and Industrial		142,775		10,841		4,694		0		763		159,073
Paycheck Protection Program - 1st Draw		1,356		0		0		0		0		1,356
Paycheck Protection Program - 2nd Draw		25,508		0		0		0		0		25,508
Political subdivisions		81,301		0		0		0		0		81,301
Commercial construction and land		59,816		715		48		0		0		60,579
Loans secured by farmland		10,011		186		924		0		0		11,121
Multi-family (5 or more) residential		47,638		0		873		0		1,578		50,089
Agricultural loans		1,802		0		549		0		0		2,351
Other commercial loans		17,150		3		0		0		0		17,153
Total commercial		926,323		22,255		23,308		0		6,485		978,371
Residential Mortgage:
Residential mortgage loans - first liens		469,044		7,981		6,534		0		70		483,629
Residential mortgage loans - junior liens		22,914		114		283		0		3		23,314
Home equity lines of credit		38,652		59		541		0		0		39,252
1-4 Family residential construction		23,151		0		0		0		0		23,151
Total residential mortgage		553,761		8,154		7,358		0		73		569,346
Consumer		17,092		0		40		0		0		17,132
Totals	$	1,497,176	$	30,409	$	30,706	$	0	$	6,558	$	1,564,849

Table of Contents

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, 2022 and December 31, 2021.


March 31, 2022	Loans:						Allowance for Loan Losses:
(In Thousands)
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals
Commercial:
Commercial loans secured by real estate	$	10,593	$	575,084	$	585,677	$	658	$	4,359	$	5,017
Commercial and industrial		664		159,129		159,793		72		2,769		2,841
Paycheck Protection Program - 1st Draw		0		887		887		0		0		0
Paycheck Protection Program - 2nd Draw		0		11,490		11,490		0		0		0
Political subdivisions		0		81,975		81,975		0		0		0
Commercial construction and land		48		37,210		37,258		0		391		391
Loans secured by farmland		82		12,425		12,507		0		129		129
Multi-family (5 or more) residential		0		53,141		53,141		0		367		367
Agricultural loans		60		2,528		2,588		0		27		27
Other commercial loans		0		14,827		14,827		0		150		150
Total commercial		11,447		948,696		960,143		730		8,192		8,922
Residential mortgage:
Residential mortgage loans - first liens		523		480,596		481,119		0		3,810		3,810
Residential mortgage loans - junior liens		35		22,537		22,572		0		181		181
Home equity lines of credit		0		39,649		39,649		0		306		306
1-4 Family residential construction		0		16,945		16,945		0		148		148
Total residential mortgage		558		559,727		560,285		0		4,445		4,445
Consumer		0		17,762		17,762		0		237		237
Unallocated												667

Total	$	12,005	$	1,526,185	$	1,538,190	$	730	$	12,874	$	14,271

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q


December 31, 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	$	10,926	$	558,914	$	569,840	$	669	$	3,736	$	4,405
Commercial and industrial		2,503		156,570		159,073		71		2,652		2,723
Paycheck Protection Program - 1st Draw		0		1,356		1,356		0		0		0
Paycheck Protection Program - 2nd Draw		0		25,508		25,508		0		0		0
Political subdivisions		0		81,301		81,301		0		0		0
Commercial construction and land		0		60,579		60,579		0		637		637
Loans secured by farmland		83		11,038		11,121		0		115		115
Multi-family (5 or more) residential		1,578		48,511		50,089		0		215		215
Agricultural loans		0		2,351		2,351		0		25		25
Other commercial loans		0		17,153		17,153		0		173		173
Total commercial		15,090		963,281		978,371		740		7,553		8,293
Residential mortgage:
Residential mortgage loans - first liens		630		482,999		483,629		0		3,650		3,650
Residential mortgage loans - junior liens		14		23,300		23,314		0		184		184
Home equity lines of credit		0		39,252		39,252		0		302		302
1-4 Family residential construction		0		23,151		23,151		0		202		202
Total residential mortgage		644		568,702		569,346		0		4,338		4,338
Consumer		0		17,132		17,132		0		235		235
Unallocated												671

Total	$	15,734	$	1,549,115	$	1,564,849	$	740	$	12,126	$	13,537

Summary information related to impaired loans at March 31, 2022 and December 31, 2021 is provided in the table immediately below.


(In Thousands)	March 31, 2022						December 31, 2021
	Unpaid						Unpaid
	Principal		Recorded		Related		Principal		Recorded		Related
	Balance		Investment		Allowance		Balance		Investment		Allowance
With no related allowance recorded:
Commercial loans secured by real estate	$	6,253	$	4,137	$	0	$	6,600	$	4,458	$	0
Commercial and industrial		3,199		592		0		5,213		2,431		0
Residential mortgage loans - first liens		637		523		0		656		630		0
Residential mortgage loans - junior liens		142		35		0		124		14		0
Loans secured by farmland		82		82		0		83		83		0
Agricultural loans		60		60		0		0		0		0
Construction and other land loans		48		48		0		0		0		0
Multi-family (5 or more) residential		0		0		0		2,734		1,578		0
Total with no related allowance recorded		10,421		5,477		0		15,410		9,194		0

With a related allowance recorded:
Commercial loans secured by real estate		6,456		6,456		658		6,468		6,468		668
Commercial and industrial		72		72		72		72		72		72
Total with a related allowance recorded		6,528		6,528		730		6,540		6,540		740
Total	$	16,949	$	12,005	$	730	$	21,950	$	15,734	$	740

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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
	Average Investment in Impaired Loans				Impaired Loans on a Cash Basis
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2022		2021		2022		2021
Commercial:
Commercial loans secured by real estate	$	10,735	$	12,203	$	129	$	143
Commercial and industrial		1,626		1,082		4		12
Commercial construction and land		48		49		1		1
Loans secured by farmland		82		84		0		1
Multi-family (5 or more) residential		789		1,596		0		61
Agricultural loans		63		69		2		2
Total commercial		13,343		15,083		136		220
Residential mortgage:
Residential mortgage loans - first lien		565		2,451		7		37
Residential mortgage loans - junior lien		37		437		1		5
Home equity lines of credit		0		18		1		0
Total residential mortgage		602		2,906		9		42
Total	$	13,945	$	17,989	$	145	$	262

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, 2022				December 31, 2021
	Past Due				Past Due
	90+ Days and				90+ Days and
	Accruing		Nonaccrual		Accruing		Nonaccrual
Commercial:
Commercial loans secured by real estate	$	1,217	$	10,593	$	738	$	10,885
Commercial and industrial		788		376		30		2,299
Commercial construction and land		0		47		0		48
Loans secured by farmland		0		81		28		83
Multi-family (5 or more) residential		0		0		0		1,578
Agricultural loans		60		0		65		0
Total commercial		2,065		11,097		861		14,893
Residential mortgage:
Residential mortgage loans - first liens		1,139		3,638		1,144		4,005
Residential mortgage loans - junior liens		76		2		69		3
Home equity lines of credit		102		167		102		82
Total residential mortgage		1,317		3,807		1,315		4,090
Consumer		47		41		43		16
Totals	$	3,429	$	14,945	$	2,219	$	18,999

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 $3,983,000 at March 31, 2022 and $6,558,000 at December 31, 2021 are classified as nonaccrual.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The table below presents a summary of the contractual aging of loans as of March 31, 2022 and December 31, 2021. Loans modified under the Corporation’s program designed to work with clients impacted by COVID-19 are included in the current and past due less than 30 days category in the table that follows.


(In Thousands)	As of March 31, 2022								As of December 31, 2021
	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
Commercial:
Commercial loans secured by real estate	$	579,837	$	192	$	5,648	$	585,677	$	563,658	$	762	$	5,420	$	569,840
Commercial and industrial		159,613		75		105		159,793		158,188		72		813		159,073
Paycheck Protection Program - 1st Draw		145		0		742		887		1,339		17		0		1,356
Paycheck Protection Program - 2nd Draw		11,490		0		0		11,490		25,508		0		0		25,508
Political subdivisions		81,975		0		0		81,975		81,301		0		0		81,301
Commercial construction and land		37,083		128		47		37,258		60,509		70		0		60,579
Loans secured by farmland		12,426		0		81		12,507		11,010		0		111		11,121
Multi-family (5 or more) residential		53,141		0		0		53,141		48,532		0		1,557		50,089
Agricultural loans		2,528		0		60		2,588		2,279		7		65		2,351
Other commercial loans		14,827		0		0		14,827		17,153		0		0		17,153
Total commercial		953,065		395		6,683		960,143		969,477		928		7,966		978,371

Residential mortgage:
Residential mortgage loans - first liens		473,710		5,142		2,267		481,119		475,637		5,038		2,954		483,629
Residential mortgage loans - junior liens		22,457		39		76		22,572		23,229		16		69		23,314
Home equity lines of credit		39,314		233		102		39,649		38,830		279		143		39,252
1-4 Family residential construction		16,945		0		0		16,945		23,151		0		0		23,151
Total residential mortgage		552,426		5,414		2,445		560,285		560,847		5,333		3,166		569,346
Consumer		17,626		48		88		17,762		17,001		72		59		17,132
Totals	$	1,523,117	$	5,857	$	9,216	$	1,538,190	$	1,547,325	$	6,333	$	11,191	$	1,564,849

Table of Contents

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 September 30, 2021 and December 31, 2020.

September 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

$
11,303

$
542,086

$
553,389

$
672

$
3,148

$
3,820
Commercial and industrial

3,598

148,646

152,244

72

2,468

2,540
Paycheck Protection Program - 1st Draw

0

5,747

5,747

0

0

0
Paycheck Protection Program - 2nd Draw

0

56,981

56,981

0

0

0
Political subdivisions

0

73,503

73,503

0

0

0
Commercial construction and land

0

53,267

53,267

0

559

559
Loans secured by farmland

84

10,728

10,812

0

112

112
Multi-family (5 or more) residential

1,578

51,384

52,962

0

196

196
Agricultural loans

0

3,092

3,092

0

33

33
Other commercial loans

0

17,312

17,312

0

173

173
Total commercial

16,563

962,746

979,309

744

6,689

7,433
Residential mortgage:












Residential mortgage loans - first liens

1,134

493,242

494,376

0

3,566

3,566
Residential mortgage loans - junior liens

317

23,986

24,303

139

182

321
Home equity lines of credit

0

38,465

38,465

0

283

283
1-4 Family residential construction

0

21,719

21,719

0

189

189
Total residential mortgage

1,451

577,412

578,863

139

4,220

4,359
Consumer

0

17,536

17,536

0

237

237
Unallocated

671

Total

$
18,014

$
1,557,694

$
1,575,708

$
883

$
11,146

$
12,700

~~Table of Contents~~

~~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 September 30, 2021 and December 31, 2020 is provided in the table immediately below.~~

(In Thousands)

September 30, 2021

December 31, 2020

Unpaid

Unpaid

Principal

Recorded

Related

Principal

Recorded

Related


Balance

Investment

Allowance

Balance

Investment

Allowance
With no related allowance recorded:












Commercial loans secured by real estate

$
7,068

$
4,823

$
0

$
7,168

$
5,398

$
0
Commercial and industrial

5,930

3,526

0

1,781

1,287

0
Residential mortgage loans - first liens

786

760

0

1,248

1,248

0
Residential mortgage loans - junior liens

65

18

0

160

105

0
Loans secured by farmland

84

84

0

84

84

0
Multi-family (5 or more) residential

2,734

1,578

0

2,770

1,614

0
Total with no related allowance recorded

16,667

10,789

0

13,211

9,736

0

With a related allowance recorded:

Commercial loans secured by real estate

6,480

6,480

672

6,501

6,501

691
Commercial and industrial

72

72

72

72

72

72
Residential mortgage loans - first liens

374

374

0

1,200

1,200

9
Residential mortgage loans - junior liens

299

299

139

309

309

153
Total with a related allowance recorded

7,225

7,225

883

8,082

8,082

925
Total

$
23,892

$
18,014

$
883

$
21,293

$
17,818

$
925

~~Table of Contents~~

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

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 proceeds if the Corporation were to sell the property. The total allowance related to these 2 borrowers was $139,000 at September 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

Average Investment in Impaired Loans

Impaired Loans on a Cash Basis

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,


2021

2020

2021

2020

2021

2020

2021

2020
Commercial:

Commercial loans secured by real estate

$
11,252

$
7,298

$
11,811

$
3,779

$
172

$
65

$
401

$
81
Commercial and industrial

3,844

2,235

2,566

3,178

4

1

25

21
Commercial construction and land

48

49

48

678

2

1

2

14
Loans secured by farmland

84

253

84

397

0

2

1

26
Multi-family (5 or more) residential

1,578

0

1,584

0

31

0

122

0
Agricultural loans

66

76

67

76

0

2

3

4
Other commercial loans

0

0

0

25

0

0

0

1
Total commercial

16,872

9,911

16,160

8,133

209

71

554

147
Residential mortgage:








Residential mortgage loans - first lien

1,322

2,159

1,830

1,579

11

27

68

70
Residential mortgage loans - junior lien

386

384

417

386

1

5

10

18
Home equity lines of credit

0

65

0

65

0

0

0

2
Total residential mortgage

1,708

2,608

2,247

2,030

12

32

78

90
Total

$
18,580

$
12,519

$
18,407

$
10,163

$
221

$
103

$
632

$
237

~~Table of Contents~~

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

~~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)

September 30, 2021

December 31, 2020

Past Due

Past Due

90+ Days and

90+ Days and


Accruing

Nonaccrual

Accruing

Nonaccrual
Commercial:




Commercial loans secured by real estate

$
752

$
11,205

$
395

$
11,550
Commercial and industrial

99

3,232

142

970
Commercial construction and land

0

48

0

49
Loans secured by farmland

30

84

188

84
Multi-family (5 or more) residential

0

1,578

0

1,614
Agricultural loans

66

0

0

0
Other commercial

0

0

71

0
Total commercial

947

16,147

796

14,267
Residential mortgage:








Residential mortgage loans - first liens

832

4,569

838

6,387
Residential mortgage loans - junior liens

71

305

52

378
Home equity lines of credit

64

289

233

299
Total residential mortgage

967

5,163

1,123

7,064
Consumer

10

31

56

85
Totals

$
1,924

$
21,341

$
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 $6,624,000 at September 30, 2021 and $6,841,000 at December 31, 2020 are classified as nonaccrual.

~~Table of Contents~~

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

The table below presents a summary of the contractual aging of loans as of September 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 September 30, 2021

As of December 31, 2020


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
Commercial:








Commercial loans secured by real estate

$
547,885

$
142

$
5,362

$
553,389

$
529,998

$
66

$
1,746

$
531,810
Commercial and industrial

151,119

218

907

152,244

158,523

55

999

159,577
Paycheck Protection Program - 1st Draw

5,747

0

0

5,747

132,269

0

0

132,269
Paycheck Protection Program - 2nd Draw

56,981

0

0

56,981

0

0

0

0
Political subdivisions

73,503

0

0

73,503

53,221

0

0

53,221
Commercial construction and land

53,125

142

0

53,267

42,590

284

0

42,874
Loans secured by farmland

10,667

31

114

10,812

11,419

95

222

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

52,962

0

0

52,962

53,860

1,951

0

55,811
Agricultural loans

3,026

0

66

3,092

3,091

2

71

3,164
Other commercial loans

17,312

0

0

17,312

17,289

0

0

17,289
Total commercial

972,327

533

6,449

979,309

1,002,260

2,453

3,038

1,007,751

Residential mortgage:
















Residential mortgage loans - first liens

489,339

2,212

2,825

494,376

523,191

5,703

4,053

532,947
Residential mortgage loans - junior liens

24,200

32

71

24,303

27,009

111

191

27,311
Home equity lines of credit

38,059

342

64

38,465

38,919

101

281

39,301
1-4 Family residential construction

21,719

0

0

21,719

20,457

156

0

20,613
Total residential mortgage

573,317

2,586

2,960

578,863

609,576

6,071

4,525

620,172
Consumer

17,447

48

41

17,536

16,063

83

140

16,286
Totals

$
1,563,091

$
3,167

$
9,450

$
1,575,708

$
1,627,899

$
8,607

$
7,703

$
1,644,209

~~Table of Contents~~

~~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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 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
September 30, 2021 Nonaccrual Totals	$	12,787	$	1,028	$	7,526	$	21,341
December 31, 2020 Nonaccrual Totals	$	12,999	$	2,689	$	5,728	$	21,416
March 31, 2022 Nonaccrual Totals									$	7,169	$	1,989	$	5,787	$	14,945
December 31, 2021 Nonaccrual Totals									$	8,800	$	1,227	$	8,972	$	18,999

Loans whose terms are modified are classified as ~~TDRs~~troubled debt restructurings (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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 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
September 30, 2021 Totals	$	144	$	88	$	134	$	5,457	$	5,823
December 31, 2020 Totals	$	166	$	0	$	418	$	6,867	$	7,451
March 31, 2022 Totals											$	243	$	36	$	60	$	3,894	$	4,233
December 31, 2021 Totals											$	248	$	40	$	65	$	5,452	$	5,805

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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 nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are as follows:

(Balances in Thousands)

Three Months Ended

Three Months Ended

September 30, 2021

September 30, 2020

Post-

Post-

Number

Modification

Number

Modification

of

Recorded

of

Recorded

Loans

Investment

Loans

Investment
Home equity lines of credit,

Reduced monthly payments for an eighteen-month period

1

$
70

0

$
0
Commercial loans secured by real estate,

Principal and interest payment deferral non-COVID related

0

0

2

4,831
Multi-family (5 or more) residential,

Principal and interest payment deferral non-COVID related

0

0

3

2,170
Total

1

$
70

5

$
7,001

~~Table of Contents~~

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

(Balances in Thousands)

Nine Months Ended

Nine Months Ended

September 30, 2021

September 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
Reduced monthly payments for an eighteen-month period

1

70

0

0
Commercial loans secured by real estate:

Interest only payments for a nine-month period

0

0

1

240
Principal and interest payment deferral non-COVID related

0

0

2

4,831
Multi-family (5 or more) residential,

Principal and interest payment deferral non-COVID related

0

0

3

2,170
Total

4

$
222

7

$
7,271


(Balances in Thousands)	Three Months Ended			Three Months Ended
	March 31, 2022			March 31, 2021
		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	0	$	0	1	$	12
Consumer,
Reduced monthly payments and extended maturity date	0		0	1		24
Total	0	$	0	2	$	36

In the three-month ~~and nine-month~~ periods ended September 30, 2020, the Corporation recorded a specific allowance for loan losses of $134,000 related to a loan secured by commercial real estate for which a TDR concession was also made in the third quarter 2020March 31, 2022 and included in the table above. At December 31, 2020, the Corporation increased the specific allowance for loan losses related to this credit to $416,000, where it remains at September 30, 2021. The other loans for which TDRs were granted in the three-month and nine-month periods ended September 30, 2021, ~~and 2020 had 0 specific impact on the provision or allowance for loan losses.~~

~~In the three-month and nine-month periods ended September 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)

Three Months Ended

Three Months Ended

September 30, 2021

September 30, 2020

Number

Number

of

Recorded

of

Recorded

Loans

Investment

Loans

Investment
Commercial loans secured by real estate

0

$
0

1

$
240
Total

0

$
0

1

$
240


(Balances in Thousands)	Nine Months Ended			Nine Months Ended			Three Months Ended			Three Months Ended
	September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
	Number			Number			Number			Number
	of	Recorded		of	Recorded		of	Recorded		of	Recorded
	Loans	Investment		Loans	Investment		Loans	Investment		Loans	Investment
Commercial loans secured by real estate	1	$	3,392	1	$	240	0	$	0	1	$	3,392
Total	1	$	3,392	1	$	240	0	$	0	1	$	3,392

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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)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Foreclosed residential real estate	$	179	$	80	$	256	$	256

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)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Residential real estate in process of foreclosure	$	1,392	$	1,246	$	1,547	$	1,260

8.7. GOODWILL AND OTHER INTANGIBLE ASSETS

Information related to core deposit intangibles is as follows:


(In Thousands)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Gross amount	$	6,639	$	6,639	$	6,639	$	6,639
Accumulated amortization		(3,189)		(2,788)		(3,433)		(3,323)
Net	$	3,450	$	3,851	$	3,206	$	3,316

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				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
	2021		2020		2021		2020		2022		2021
Amortization expense	$	133	$	208	$	401	$	332	$	110	$	134

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the net carrying value of goodwill was $52,505,000. ~~Changes in the carrying amount of goodwill are summarized in the following table:~~

(In Thousands)
Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

2021

2020

2021

2020
Balance, beginning of period
$
52,505

$
28,388

$
52,505

$
28,388
Goodwill arising in business combination

0

24,138

0

24,138
Balance, end of period
$
52,505

$
52,526

$
52,505

$
52,526

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

9.8. BORROWED FUNDS

SHORT-TERM BORROWINGS

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


(In Thousands)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
FHLB-Pittsburgh borrowings	$	0	$	18,066	$	0	$	0
Customer repurchase agreements		1,875		1,956		2,357		1,803
Total short-term borrowings	$	1,875	$	20,022	$	2,357	$	1,803

The Corporation had available credit with other correspondent banks totaling $45,000,000 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. These lines of credit are primarily unsecured. NaN amounts were outstanding at ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At ~~September 30, 2021,~~March 31, 2022, the Corporation had available credit in the amount of ~~$14,482,000~~$12,429,000 on this line with 0 outstanding advances. At December 31, ~~2020,~~2021, the

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Corporation had available credit in the amount of ~~$14,654,000~~$13,642,000 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 ~~$14,936,000~~$12,817,000 at ~~September 30, 2021~~March 31, 2022 and ~~$15,126,000~~$14,034,000 at December 31, ~~2020.~~2021.

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The carrying value of the underlying securities was ~~$1,900,000~~$2,380,000 at ~~September 30, 2021~~March 31, 2022 and ~~$1,980,000~~$1,820,000 at December 31, ~~2020.~~2021.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling ~~$1,044,507,000~~$1,077,215,000 at ~~September 30, 2021~~March 31, 2022 and ~~$1,049,690,000~~$1,046,242,000 at December 31, ~~2020.~~2021. 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 ~~$9,400,000~~$9,258,000 at ~~September 30, 2021~~March 31, 2022 and ~~$9,720,000~~$9,313,000 at December 31, 2020. In addition to the short-term and long-term borrowings shown in these tables, there are letters of credit from FHLB-Pittsburgh outstanding in the amount of $5,584,000 at September 30, 2021 and $400,000 at December 31, 2020.2021. The Corporation’s total credit facility with FHLB-Pittsburgh was ~~$752,847,000~~$757,811,000 at ~~September 30, 2021,~~March 31, 2022, including an unused (available) amount of ~~$709,012,000.~~$731,429,000. At December 31, ~~2020,~~2021, the Corporation’s total credit facility with FHLB-Pittsburgh was ~~$771,199,000,~~$756,868,000, including an unused (available) amount of ~~$698,977,000.~~$723,557,000.

At ~~September 30,~~March 31, 2022 and December 31, 2021, there were ~~0 outstanding~~no overnight borrowings or short-term ~~borrowings~~advances 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)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Loans maturing in 2021 with a weighted-average rate of 0.94%	$	10,520	$	26,098
Loans maturing in 2022 with a weighted-average rate of 0.60%		15,510		15,682
Loans maturing in 2022 with a weighted-average rate of 0.58%					$	8,050	$	15,452
Loans maturing in 2023 with a weighted-average rate of 0.73%		7,145		7,224		7,093		7,119
Loans maturing in 2024 with a weighted-average rate of 0.75%		5,109		5,137
Loan maturing in 2025 with an average rate of 4.91%		396		467
Loan maturing in 2024 with a rate of 0.75%						5,090		5,099
Loan maturing in 2025 with a rate of 4.91%						348		372
Total long-term FHLB-Pittsburgh borrowings	$	38,680	$	54,608	$	20,581	$	28,042

Note: Weighted-average rates are presented as of ~~September 30, 2021.~~

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

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 prior to maturity 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. Amortization of debt issuance costs associated with the Senior Notes totaling ~~$15,000~~$16,000 in the ~~third~~first quarter ~~2021 and $22,000 in the nine-month period ended September 30, 2021~~2022 was included in interest expense in the unaudited consolidated statements of income.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, outstanding Senior Notes are as follows:


(In Thousands)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
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	$	14,685	$	0	$	14,717	$	14,701
Total carrying value	$	14,685	$	0	$	14,717	$	14,701

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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. Amortization of debt issuance costs associated with the Subordinated Notes totaling ~~$25,000~~$26,000 in the ~~third~~first quarter ~~2021 and $38,000 in the nine-month period ended September 30, 2021~~2022 was included in interest expense in the unaudited consolidated statements of income.

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At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the carrying amounts of subordinated debt agreements are as follows:


(In Thousands)	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
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
Agreements with an aggregate par value of $6,500,000; bearing interest at 6.50%; maturing in April 2027 and redeemed 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		2,013		2,026		2,004		2,008
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		24,475		0		24,527		24,501
Total carrying value	$	32,988	$	16,553	$	33,031	$	33,009

~~10.~~9. 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~~2022 restricted stock awards under the Stock Incentive Plan vest ratably over three years, and the ~~2021~~2022 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 ~~nine-month~~three-month period ended ~~September 30, 2021:~~March 31, 2022:


(Dollars in Thousands)		Aggregate			Aggregate
		Grant			Grant
		Date			Date
	Number of	Fair		Number of	Fair
	Shares	Value		Shares	Value
1st quarter 2021 awards:
1st quarter 2022 awards:
Time-based awards to independent directors	10,989	$	220	9,588	$	240
Time-based awards to employees	46,178		924	51,638		1,293
Performance-based awards to employees	17,224		345	17,017		426
2nd quarter 2021 awards,
Time-based awards to employees	4,000		100
Total	78,391	$	1,589	78,243	$	1,959

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~~2022 is estimated to total $1,314,000. Total stock-based compensation expense attributable to restricted stock awards amounted to $345,000 in the third quarter 2021 and $248,000 in the third quarter 2020. Total stock-based compensation expense attributable to restricted stock awards amounted to $970,000 in the nine-month period ended September 30, 2021 and $672,000 in the nine-month period ended September 30, 2020.

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~~11.~~to total $1,622,000. Total stock-based compensation expense attributable to restricted stock awards amounted to $368,000 in the first quarter 2022 and $341,000 in the first quarter 2021.

10. CONTINGENCIES

~~Litigation Matters~~

In the normal course of business, the Corporation is subject to pending and threatened ~~lawsuits~~litigation in which claims for monetary damages ~~have been~~are 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~~these 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 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. There were 0 losses related to trust department tax compliance matters in the third quarter 2021. Losses related to a state tax reporting matter totaled $200,000 in the third quarter 2020. Losses related to trust department tax compliance matters totaled $107,000 in the nine months ended September 30, 2021, and $500,000 in the nine-month period ended September 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 September 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.~~11. 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 loan 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. 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 ~~$123,990,000~~$122,138,000 at ~~September 30, 2021~~March 31, 2022 and ~~$135,740,000~~$123,904,000 at December 31, ~~2020.~~2021. There were 0 interest rate swaps originated in the ~~nine-month periods ended September 30, 2021 and 2020.~~first quarter 2022 or first quarter 2021. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at ~~September 30, 2021.~~March 31, 2022. The net impact on the consolidated statements of income from interest rate swaps was a reduction in interest income on loans of ~~$335,000~~$317,000 in the ~~third~~first quarter ~~2021 and $1,013,000 in the nine months ended September 30, 2021~~2022 as compared to a reduction in interest income on loans of ~~$351,000~~$338,000 in the ~~third~~first quarter ~~2020 and the nine months ended September 30, 2020.~~2021.

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

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


(In Thousands)	At September 30, 2021								At December 31, 2020								At March 31, 2022								At December 31, 2021
	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	$	61,995	$	3,902	$	61,995	$	3,902	$	67,870	$	6,566	$	67,870	$	6,566	$	61,069	$	137	$	61,069	$	137	$	61,547	$	3,104	$	61,547	$	3,104

(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 ~~$7,069,000~~$3,965,000 were pledged as collateral against the Corporation’s ~~liability~~obligations related to the interest rate swaps at ~~September 30, 2021.~~March 31, 2022.

~~13.~~12. 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 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, 2022 and December 31, 2021, assets and liabilities measured at fair value and the valuation methods used are as follows:


	March 31, 2022
	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	$	36,494	$	0	$	0	$	36,494
Obligations of U.S. Government agencies		0		23,408		0		23,408
Bank holding company debt securities		0		24,043		0		24,043
Obligations of states and political subdivisions:
Tax-exempt		0		143,633		0		143,633
Taxable		0		69,629		0		69,629
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		106,568		0		106,568
Residential collateralized mortgage obligations		0		43,868		0		43,868
Commercial mortgage-backed securities		0		85,270		0		85,270
Total available-for-sale debt securities		36,494		496,419		0		532,913
Marketable equity security		926		0		0		926
Servicing rights		0		0		2,429		2,429
Interest rate swap agreements, assets		0		137		0		137
Total recurring fair value measurements, assets	$	37,420	$	496,556	$	2,429	$	536,405

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	137	$	0	$	137

Nonrecurring fair value measurements, assets:
Impaired loans, net	$	0	$	0	$	5,798	$	5,798
Foreclosed assets held for sale		0		0		531		531
Total nonrecurring fair value measurements, assets	$	0	$	0	$	6,329	$	6,329

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

September 30, 2021


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

$
25,068

$
0

$
25,068
Obligations of U.S. Government agencies

0

24,312

0

24,312
Obligations of states and political subdivisions:





Tax-exempt

0

139,244

0

139,244
Taxable

0

70,493

0

70,493
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:








Residential pass-through securities

0

60,629

0

60,629
Residential collateralized mortgage obligations

0

44,593

0

44,593
Commercial mortgage-backed securities

0

73,518

0

73,518
Total available-for-sale debt securities

0

437,857

0

437,857
Marketable equity security

981

0

0

981
Servicing rights

0

0

2,247

2,247
Interest rate swap agreements, assets

0

3,902

0

3,902
Total recurring fair value measurements, assets

$
981

$
441,759

$
2,247

$
444,987

Recurring fair value measurements, liabilities,

Interest rate swap agreements, liabilities

$
0

$
3,902

$
0

$
3,902

Nonrecurring fair value measurements, assets:








Impaired loans with a valuation allowance

$
0

$
0

$
7,225

$
7,225
Valuation allowance

0

0

(883)

(883)
Impaired loans, net

0

0

6,342

6,342
Foreclosed assets held for sale

0

0

1,374

1,374
Total nonrecurring fair value measurements, assets

$
0

$
0

$
7,716

$
7,716

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


	December 31, 2020								December 31, 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	$	12,182	$	0	$	12,182	$	24,912	$	0	$	0	$	24,912
Obligations of U.S. Government agencies		0		26,344		0		26,344		0		24,091		0		24,091
Bank holding company debt securities										0		17,987		0		17,987
Obligations of states and political subdivisions:
Tax-exempt		0		122,401		0		122,401		0		148,028		0		148,028
Taxable		0		47,452		0		47,452		0		72,765		0		72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		38,176		0		38,176		0		98,181		0		98,181
Residential collateralized mortgage obligations		0		57,467		0		57,467		0		44,247		0		44,247
Commercial mortgage-backed securities		0		45,310		0		45,310		0		87,468		0		87,468
Total available-for-sale debt securities		0		349,332		0		349,332		24,912		492,767		0		517,679
Marketable equity security		1,000		0		0		1,000		971		0		0		971
Servicing rights		0		0		1,689		1,689		0		0		2,329		2,329
Interest rate swap agreements, assets		0		6,566		0		6,566		0		3,104		0		3,104
Total recurring fair value measurements, assets	$	1,000	$	355,898	$	1,689	$	358,587	$	25,883	$	495,871	$	2,329	$	524,083

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	6,566	$	0	$	6,566	$	0	$	3,104	$	0	$	3,104

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	$	0	$	0	$	5,800	$	5,800
Foreclosed assets held for sale		0		0		1,338		1,338		0		0		684		684
Total nonrecurring fair value measurements, assets	$	0	$	0	$	8,495	$	8,495	$	0	$	0	$	6,484	$	6,484

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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
	9/30/2021		Valuation	Unobservable				Method or Value As of	3/31/2022		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				9/30/2021	(In Thousands)		Technique	Input(s)				3/31/2022
Servicing rights	$	2,247	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period	$	2,429	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		221.00	%	Weighted-average PSA				Loan prepayment speeds		193.00	%	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								Fair Value at
	12/31/2020		Valuation	Unobservable				Method or Value As of	12/31/2021		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				12/31/2020	(In Thousands)		Technique	Input(s)				12/31/2021
Servicing rights	$	1,689	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period	$	2,329	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		277.00	%	Weighted-average PSA				Loan prepayment speeds		209.00	%	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

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				Nine Months Ended				Three Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
Servicing rights balance, beginning of period	$	2,116	$	1,284	$	1,689	$	1,277	$	2,329	$	1,689
Originations of servicing rights		176		374		567		777		98		192
Unrealized loss included in earnings		(45)		(221)		(9)		(617)
Unrealized gain included in earnings										2		75
Servicing rights balance, end of period	$	2,247	$	1,437	$	2,247	$	1,437	$	2,429	$	1,956

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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	9/30/2021		9/30/2021		9/30/2021		Technique	Inputs	9/30/2021		3/31/2022		3/31/2022		3/31/2022		Technique	Inputs	3/31/2022

Impaired loans:
Commercial:
Commercial loans secured by real estate	$	6,480	$	672	$	5,808	Sales comparison	Discount to appraised value	27	%	$	6,456	$	658	$	5,798	Sales comparison	Discount to appraised value	27	%
Commercial and industrial		72		72		0	Liquidation of assets	Discount to appraised value	100	%		72		72		0	Liquidation of assets	Discount to appraised value	100	%
Residential mortgage loans - first and junior liens		673		139		534	Sales comparison	Discount to appraised value	33	%
Total impaired loans	$	7,225	$	883	$	6,342					$	6,528	$	730	$	5,798
Foreclosed assets held for sale - real estate:
Commercial real estate	$	1,195	$	0	$	1,195	Sales comparison	Discount to appraised value	47	%	$	275	$	0	$	275	Sales comparison	Discount to appraised value	50	%
Residential (1-4 family)		179		0		179	Sales comparison	Discount to appraised value	52	%		256		0		256	Sales comparison	Discount to appraised value	53	%
Total foreclosed assets held for sale	$	1,374	$	0	$	1,374					$	531	$	0	$	531


(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	12/31/2020		12/31/2020		12/31/2020		Technique	Inputs	12/31/2020		12/31/2021		12/31/2021		12/31/2021		Technique	Inputs	12/31/2021

Impaired loans:
Commercial:
Commercial loans secured by real estate	$	6,501	$	691	$	5,810	Sales comparison	Discount to appraised value	28	%	$	6,468	$	668	$	5,800	Sales comparison	Discount to appraised value	27	%
Commercial and industrial		72		72		0	Liquidation of assets	Discount to appraised value	100	%		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					$	6,540	$	740	$	5,800
Foreclosed assets held for sale - real estate:
Commercial real estate	$	1,258	$	0	$	1,258	Sales comparison	Discount to appraised value	44	%	$	428	$	0	$	428	Sales comparison	Discount to appraised value	50	%
Residential (1-4 family)		80		0		80	Sales comparison	Discount to appraised value	36	%		256		0		256	Sales comparison	Discount to appraised value	53	%
Total foreclosed assets held for sale	$	1,338	$	0	$	1,338					$	684	$	0	$	684

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	September 30, 2021				December 31, 2020				Fair Value	March 31, 2022				December 31, 2021
	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	$	190,155	$	190,155	$	96,017	$	96,017	Level 1	$	105,246	$	105,246	$	95,848	$	95,848
Certificates of deposit	Level 2		8,840		8,949		5,840		6,054	Level 2		9,100		8,911		9,100		9,142
Restricted equity securities (included in Other Assets)	Level 2		9,650		9,650		9,970		9,970	Level 2		9,508		9,508		9,562		9,562
Loans, net	Level 3		1,563,008		1,586,592		1,632,824		1,646,207	Level 3		1,523,919		1,533,430		1,551,312		1,573,955
Accrued interest receivable	Level 2		7,307		7,307		8,293		8,293	Level 2		7,507		7,507		7,235		7,235

Financial liabilities:
Deposits with no stated maturity	Level 2		1,637,463		1,637,463		1,430,062		1,430,062	Level 2		1,691,457		1,691,457		1,639,167		1,639,167
Time deposits	Level 2		302,678		304,330		390,407		393,566	Level 2		269,495		269,902		285,893		286,962
Short-term borrowings	Level 2		1,875		1,685		20,022		19,974	Level 2		2,357		1,956		1,803		1,603
Long-term borrowings	Level 2		38,680		39,229		54,608		55,723	Level 2		20,581		20,518		28,042		28,347
Senior debt	Level 2		14,685		15,000		0		0	Level 2		14,717		14,429		14,701		15,016
Subordinated debt	Level 2		32,988		33,150		16,553		16,680	Level 2		33,031		30,293		33,009		33,171
Accrued interest payable	Level 2		633		633		390		390	Level 2		633		633		205		205

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.~~U.S. Government, particularly related to changes in interest rates

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

●	~~changes in general economic conditions~~the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses

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

●	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

●	information security breach or other technology difficulties or failures

●	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~~

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

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 offers 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 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 are 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 September 30, 2021. Most of the modifications under the program became effective in 2020 and provided a deferral of interest or principal and interest for 90-to-180 days.

At September 30, 2021, there were no loans remaining in deferral status under the program. In comparison, at June 30, 2021, the Corporation had 12 loans with an aggregate recorded investment of $6.7 million in deferral status and at September 30, 2020, there were 44 loans with an aggregate recorded investment of $44.6 million in deferral status.

The recorded investment in Paycheck Protection Program (“PPP”) loans at September 30, 2021 was $62.7 million, with contractual principal balances totaling $65.2 million, reduced $2.5 million by the impact of net deferred loan origination fees and a market rate adjustment on PPP loans acquired from Covenant. The recorded investment of $5.7 million in first draw PPP loans at September 30, 2021 decreased $126.6 million from $132.3 million at December 31, 2020, reflecting the impact of loans forgiven and repaid by the Small Business Administration (“SBA”). In the third quarter 2021, the pace of repayments of second draw PPP loans increased as the recorded investment of second draw PPP loans fell to $57.0 million at September 30, 2021 from $72.4 million at June 30, 2021.The term of 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.

~~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 September 30, 2021 of 10.35% is significantly higher than the well-capitalized threshold of 5%, an excess capital amount of $121.7 million. Similarly, the total capital to risk-weighted assets ratio at September 30, 2021 is 16.35%, which exceeds the well-capitalized threshold of 10%, an excess capital amount of $96.5 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~~First quarter 2022 net income was ~~$0.47~~$6,895,000, or $0.44 per diluted share in the third quarter 2021, up from $0.44 in the second quarter 2021 and up $0.29 from $0.18 in the third quarter 2020. For the nine months ended September 30, 2021, net income per diluted share was $1.46, up from $0.86 per share for theshare. In comparison, first ~~nine months of 2020. As described below, earnings of $0.47 per share for the third quarter 2021 were 6.0% lower than third~~

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

quarter 2020 non-U.S. generally accepted accounting principles (U.S. GAAP) earnings per share of $0.50 as adjusted to exclude the impact of merger-related expenses. For the nine months ended September 30, 2021, earnings of $1.46 per share were 15.0% higher than the first nine months of 2020 non-U.S. GAAP earnings per share of $1.27 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. GAAP to comparative non-U.S. GAAP results excluding merger-related 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)~~

3rd Quarter 2021

3rd Quarter 2020

Income

Diluted

Income

Diluted

Before

Earnings

Before

Earnings

Income

Income

per

Income

Income

per

Tax

Tax

Net

Common

Tax

Tax

Net

Common

Provision

Provision

Income

Share

Provision

Provision

Income

Share
Earnings Under U.S. GAAP

$
8,965

$
1,566

$
7,399

$
0.47

$
3,286

$
438

$
2,848

$
0.18
Add: Merger-Related Expenses (1)

0

0

0

6,402

1,307

5,095

Adjusted Earnings (Non-U.S. GAAP)

$
8,965

$
1,566

$
7,399

$
0.47

$
9,688

$
1,745

$
7,943

$
0.50

Nine Months Ended September 30, 2021

Nine Months Ended September 30, 2020

Income

Diluted

Income

Diluted

Before

Earnings

Before

Earnings

Income

Income

per

Income

Income

per

Tax

Tax

Net

Common

Tax

Tax

Net

Common

Provision

Provision

Income

Share

Provision

Provision

Income

Share
Earnings Under U.S. GAAP

$
28,702

$
5,456

$
23,246

$
1.46

$
14,961

$
2,509

$
12,452

$
0.86
Add: Merger-Related Expenses (1)

0

0

0

7,526

1,536

5,990


Adjusted Earnings (Non-U.S. GAAP)

$
28,702

$
5,456

$
23,246

$
1.46

$
22,487

$
4,045

$
18,442

$
1.27

~~(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 third quarter and September 30, 2021 year-to-date unaudited earnings results as compared to the corresponding periods of 2020 are presented below.~~

~~Third Quarter 2021 as Compared to Third Quarter 2020~~

~~Third~~ quarter 2021 net income was ~~$7,399,000. In comparison, third quarter 2020 net income was $2,848,000, and excluding merger-related expenses, adjusted (non-U.S. GAAP) earnings were $7,943,000. Other significant~~$8,787,000, or $0.55 per diluted share. Significant variances were as follows:

●

~~Third~~First quarter ~~2021~~2022 net interest income of ~~$19,459,000~~$20,332,000 was ~~$177,000~~$249,000 higher than the ~~third~~first quarter ~~2020~~2021 total. Total interest and fees on loans included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable income in the first quarter 2021. Interest and fees on PPP loans totaled $575,000 in the first quarter 2022, a decrease of $1,423,000 compared to the first quarter 2021 amount. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $960,000 in the first quarter 2022 as compared to the first quarter 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $199.4 million. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $450,000 in the first quarter 2022 as compared to a net positive impact of $952,000 in the first quarter 2021. Average outstanding loans decreased ~~$113.7~~$86.7 million, including a reduction in average PPP loans of ~~$74.5~~$119.7 million, and average total deposits increased ~~$52.2 million.~~$100.6 million (5.5%). The net interest margin for the ~~third~~first quarter ~~2021~~2022 was ~~3.59%~~3.86% as compared to ~~3.57%~~4.00% for the ~~third~~first quarter ~~2020.~~2021. The average yield on earning assets of ~~3.89% for the third quarter 2021~~4.13% was down ~~0.13%~~0.20% from the ~~third~~first quarter ~~2020,~~2021, while the average rate on interest-bearing liabilities of ~~0.43%~~0.40% in the ~~third~~first quarter ~~2021~~2022 was ~~0.19%~~0.07% lower than the comparable ~~third~~first quarter ~~2020~~2021 average rate. ~~Interest and fees on PPP loans totaled $1,639,000~~

●

The provision for loan losses was $891,000 in the ~~third~~first quarter ~~2021,~~2022 as compared to $259,000 in the first quarter 2021. The first quarter 2022 provision included a net charge of $147,000 related to specific loans (net charge-offs of $157,000 offset by a net decrease in specific allowances on loans of $10,000), an increase of ~~$750,000 over~~$748,000 in the ~~third quarter 2020 amount. Accretion~~collectively determined portion of the allowance and ~~amortization~~a decrease of ~~purchase accounting adjustments had~~$4,000 in the unallocated portion of the allowance. The increase in the collectively determined

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~~a net positive~~portion of the allowance reflected the impact ~~on net interest income~~ of ~~$563,000~~an increase in ~~the third~~volume of commercial loans, excluding PPP loans. The first quarter 2021 ~~a decrease of $735,000 from the net positive impact of $1,298,000 in the third quarter 2020~~

●

~~The~~ provision ~~for loan losses was $1,530,000 in the third quarter 2021 as compared to $1,941,000 in the third quarter 2020. The provision for loan losses in the third quarter 2021~~ included a net charge of ~~$611,000~~$182,000 related to specific loans ~~(net charge-offs of $1,205,000 offset by a net decrease~~(increase in specific allowances on loans of ~~$594,000)~~$199,000, partially offset by net recoveries of $17,000), ~~and~~ an increase of ~~$919,000~~$92,000 in the unallocated portion of the allowance and a reduction of $15,000 attributable to decreases in the collectively determined portion of the allowance. In the third quarter 2021, the Corporation recorded a partial charge-off of $1,194,000 on a commercial loan with an outstanding balance of $3,496,000 at the time of the charge-off. The partial charge-off amount exceeded the specific allowance ~~of $583,000 that had been established at June 30, 2021. The provision~~ for loan ~~losses in the third quarter 2020 included the net impact of a charge-off of $2,219,000 on a commercial loan of $3,500,000 for which the previously-established allowance had been $1,193,000.~~losses.

●

Noninterest income for the ~~third~~first quarter ~~2021~~2022 was down ~~$611,000~~$959,000 from the ~~third~~first quarter ~~2020~~2021 total. Significant variances included the following:

Other noninterest income of $588,000 decreased $884,000 from the first quarter 2021 total. There was no income from tax credits in the first quarter 2022 compared to $765,000 in the first quarter 2021. In 2022, the Corporation will make PA Educational Improvement Tax Credit Program donations in the second quarter comparable to total donations made in the first quarter 2021, generating tax credits in 2022 comparable to the first quarter 2021.

Net gains from sales of loans of ~~$797,000 for~~$382,000 decreased $682,000 from the ~~third~~first quarter 2021 ~~were down $1,255,000 from the~~ total, ~~for the third quarter 2020,~~ as the volume of residential mortgage loans sold in the ~~third~~first quarter ~~2021~~2022 was down from the ~~third quarter 2020 level.~~

Other noninterest income totaled $665,000, a decrease of $331,000 from the third quarter 2020 as the Corporation recognized income of $279,000 in the third quarter 2020 from a life insurance arrangement in which benefits were split between the Corporation and heirs of a former employee and dividend income from Federal Home Loan Bank stock decreased $55,000.

~~Loan servicing fees, net, were $153,000 in the third~~first quarter 2021 an increase of $240,000 over the third quarter 2020 reduction in revenue of $87,000. The net increase reflects growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights decreased $45,000 in the third quarter 2021 as compared to a reduction in fair value of $221,000 in the third quarter 2020, as market assumptions regarding prepayment speeds have decreased.

~~Trust revenue of $1,821,000 increased $226,000 reflecting the impact of growth in trust assets under management including the impact of market value appreciation.~~level.

Service charges on deposit accounts of ~~$1,249,000 in~~$1,235,000 increased $220,000 from the ~~third~~first quarter 2021 ~~were up $204,000 from the third quarter 2020 amount,~~total, as the volume of consumer and business overdraft and other activity increased.

Brokerage and insurance revenue of ~~$560,000~~$522,000 increased ~~$178,000~~$196,000 from the ~~third~~first quarter ~~2020~~2021 total, due to commissions on higher transaction volume.

~~Interchange~~Trust revenue of $1,786,000 increased $160,000 from ~~debit card transactions totaled $975,000 in~~ the ~~third~~first quarter 2021 ~~an increase of $147,000 over the third quarter 2020~~ total, reflecting ~~increases~~the impact of growth in ~~transaction volumes and number of accounts due to the Covenant acquisition.~~trust assets under management.

●

Noninterest expense ~~excluding merger-related expenses,~~ increased ~~$698,000~~$1,177,000 in the ~~third~~first quarter ~~2021~~2022 over the ~~third~~first quarter ~~2020~~2021 amount. Significant variances included the following:

Salaries and employee benefits of ~~$9,427,000~~$10,607,000 increased ~~$724,000,~~$1,712,000 from the first quarter 2021 total, including an increase in base salaries expense of $1,018,000. In addition to the impact of merit-based salary increases, the number of employees increased, reflecting expansion of the Southcentral PA market with the opening of an office in Lancaster as well as additions to staffing for information technology (IT), human resources and other functions. In total, the number of full-time equivalent employees (FTEs) increased 5.2% to 403 in the first quarter 2022 as compared to the first quarter 2021. Additional increases include $241,000 due to a lower proportion of payroll costs capitalized (added to the carrying value of loans) due to the high volume of PPP loans originated in 2021 and an increase in health care expense of $183,000 due to higher claims on the Corporation’s partially self-insured plan.

Data processing and telecommunications expense of $1,623,000 increased $243,000 from the first quarter 2021 total, including the impact of increases in ~~administrative, information technology, cash~~software licensing and maintenance costs as well as costs related to enhancements of data management ~~services and lending personnel.~~capabilities.

~~Professional fees~~Net occupancy and equipment expense of ~~$538,000~~$1,411,000 increased ~~$116,000,~~$107,000 from the first quarter 2021 total, including computer supplies and repairs and maintenance related to IT and Digital departments and increases related to a new branch location in ~~recruiting services.~~Lancaster, PA.

Other noninterest expense of $1,884,000 decreased $871,000 from the first quarter 2021 total. Within this category, significant variances included the following:

●

Donations expense totaled $29,000 in the first quarter 2022, down $785,000 from the first quarter 2021. As noted above, donations of approximately $800,000 related to the PA Educational Improvement Tax Credit Program will be made in the second quarter 2022, comparable to donations made in the first quarter 2021.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Other noninterest expense of $1,850,000 decreased $240,000, including other operational losses decreasing $195,000 as an estimated accrual of $200,000 related to a Trust Department tax compliance and preparation matter was recorded in the third quarter 2020 with no comparable charge in the third quarter 2021.

●

~~The income tax provision of $1,566,000 for the third quarter 2021 was up $1,128,000 from $438,000 for the third quarter 2020, reflecting higher pre-tax income.~~

~~Nine Months Ended September 30, 2021 as Compared to Nine Months Ended September 30, 2020~~

Net income for the nine-month period ended September 30, 2021 was $23,246,000, or $1.46 per diluted share, while net income for the first nine months of 2020 was $12,452,000, or $0.86 per share. Excluding the impact of merger-related expenses, adjusted (non-U.S. GAAP) earnings for the first nine months of 2020 would be $18,442,000 or $1.27 per share. Other significant variances were as follows:

●

Net interest income was up $10,413,000 (21.8%) for the first nine months of 2021 over the same period in 2020, reflecting growth mainly attributable to the Covenant acquisition. Average outstanding loans increased $241.3 million, and average total deposits increased $396.7 million. The net interest margin was 3.70% for the nine months ended September 30, 2021, up from 3.67% for the first nine months of 2020. Interest and fees on PPP loans totaled $4,886,000 for the first nine months of 2021, an increase of $3,457,000 compared to the first nine months of 2020. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $2,228,000 in the first nine months of 2021 as compared to a net positive impact of $1,999,000 in the first nine months of 2020.

●

For the first nine months of 2021, the provision for loan losses was $2,533,000, a decrease in expense of $760,000 as compared to $3,293,000 recorded in the first nine months of 2020. The provision for the first nine months of 2021 includes the impact of a charge-off of $1,194,000 on a commercial loan with an outstanding balance of $3,496,000, as previously discussed. In comparison, the provision for loan losses in the first nine months of 2020 included the impact of the $2,219,000 charge-off of a commercial loan of $3,500,000.

●

~~Noninterest income for the first nine months of 2021 was up $1,662,000 from the total for the first nine months of 2020. Significant variances included the following:~~

Loan servicing fees, net, were $547,000 in the first nine months of 2021, an increase of $806,000 over the 2020 total of negative $259,000 (a decrease in revenue). The net increase reflects growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights decreased $9,000 in the first nine months of 2021 as compared to a reduction in fair value of $617,000 in 2020 mainly due to changes in assumptions related to prepayments of mortgage loans.

~~Trust revenue of $5,254,000 increased $615,000 reflecting the impact of growth in average trust assets under management including the impact of market value appreciation.~~

~~Interchange revenue from debit card transactions totaled $2,854,000 for the first nine months of 2021, an increase of $577,000, reflecting an increase in transaction volumes.~~

~~Brokerage and insurance revenue of $1,392,000 increased $271,000, due to commissions on higher transaction volume.~~

~~Other noninterest income totaled $2,837,000, an increase of $254,000 over 2020. Within this category, significant variances included the following:~~

~~Income from realization of tax credits was $268,000 higher in the first nine months of 2021 as compared to 2020 due to higher PA Educational Improvement Tax Credit Program donations.~~

~~Fee income for providing credit enhancement on sale of mortgage loans increased $158,000.~~

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

~~Credit card interchange income increased $69,000 due to higher transaction volume.~~

~~Income from investment in a title agency increased $54,000.~~

~~Merchant services income increased $43,000.~~

~~Other noninterest income decreased $279,000 due to the impact of the life insurance transaction in 2020 in which benefits were split between the Corporation and heirs of a former employee.~~

~~Dividend income from Federal Home Loan Bank stock decreased $76,000.~~

~~Service charges on deposit accounts of $3,337,000 in the first nine months of 2021 increased $211,000 from the total for the first nine months of 2020, as consumer and business activity increased.~~

Net gains from sales of loans totaled $2,786,000 in the first nine months of 2021, a decrease of $1,145,000 from the total for the first nine months of 2020. The decrease reflects a decrease in volume of mortgage loans sold, resulting mainly from lower refinancing activity and overall market conditions.

●

Noninterest expense, excluding merger-related expenses, increased $6,620,000 for the nine months ended September 30, 2021 over the total for the first nine months of 2020. Significant variances included the following:

Total salaries and wages and benefits expenses increased $4,757,000, reflecting inclusion of the former Covenant operations for nine months in 2021 as compared to three months in 2020, as well as increases in lending, human resources, information technology and other personnel needed to accommodate growth.

~~Net occupancy and equipment expense increased $473,000, primarily reflecting an increase due to the Covenant acquisition.~~

Data processing and telecommunications expenses increased $383,000, 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 $418,000, mainly due to increases in recruiting services and PPP loan processing professional fees.~~

~~Other noninterest expense increased $256,000. Within this category, significant variances included the following:~~

~~FDIC insurance expense totaled $431,000, an increase of $244,000.~~

~~Donations expense increased $230,000, mainly due to an increase in donations associated with the PA Educational Improvement Tax Credit program.~~

~~Business development expenses totaled $345,000, an increase of $201,000, due primarily to an increase in public relations expense.~~

~~Other operational losses totaled $159,000, a decrease of $394,000, including a reduction in charges related to Trust Department tax compliance and preparation matters.~~

The allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of ~~$208,000.~~$242,000 in the first quarter 2022 with no comparable amount in the first quarter 2021.

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

●

The income tax provision ~~was $5,456,000 for the nine months ended September 30, 2021, up from $2,509,000~~of $1,483,000, or 17.7% of pre-tax income for the first ~~nine months~~quarter 2022 decreased $627,000 from $2,110,000, or 19.4% of ~~2020. Pre-tax~~pre-tax income ~~was $13,741,000 higher in the first nine months of 2021 as compared to 2020. The effective tax rate was 19.0%~~ for the first ~~nine months of~~quarter 2021, ~~higher than the 16.8% effective tax rate for the first nine months of 2020. The tax benefit of tax-exempt interest income was 2.4% of~~reflecting lower pre-tax ~~income in the first nine months of 2021 as compared to a 5.0% benefit in 2020.~~income.

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 nine months ended September 30, 2021.

TABLE I – QUARTERLY FINANCIAL DATA


(Dollars In Thousands,	For the Three Months Ended :														For the Three Months Ended :
Except Per Share Data)	September 30,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,		March 31,		December 31,		September 30,		June 30,		March 31,
(Unaudited)	2021		2021		2021		2020		2020		2020		2020		2022		2021		2021		2021		2021
Interest income	$	21,073	$	20,428	$	21,754	$	21,859	$	21,751	$	16,513	$	17,037	$	21,773	$	21,246	$	21,073	$	20,428	$	21,754
Interest expense		1,614		1,747		1,671		2,104		2,469		2,267		2,755		1,441		1,530		1,614		1,747		1,671
Net interest income		19,459		18,681		20,083		19,755		19,282		14,246		14,282		20,332		19,716		19,459		18,681		20,083
Provision (credit) for loan losses		1,530		744		259		620		1,941		(176)		1,528
Net interest income after provision (credit) for loan losses		17,929		17,937		19,824		19,135		17,341		14,422		12,754
Provision for loan losses																891		1,128		1,530		744		259
Net interest income after provision for loan losses																19,441		18,588		17,929		17,937		19,824
Noninterest income		6,359		6,300		6,782		6,565		6,970		5,528		5,281		5,823		6,415		6,382		6,302		6,782
Net gains on securities		23		2		0		144		25		0		0
Loss on prepayment of borrowings		0		0		0		1,636		0		0		0
Merger-related expenses		0		0		0		182		6,402		983		141
Other noninterest expenses		15,346		15,399		15,709		15,775		14,648		12,274		12,912
Noninterest expense																16,886		16,018		15,346		15,399		15,709
Income before income tax provision		8,965		8,840		10,897		8,251		3,286		6,693		4,982		8,378		8,985		8,965		8,840		10,897
Income tax provision		1,566		1,780		2,110		1,481		438		1,255		816		1,483		1,677		1,566		1,780		2,110
Net income	$	7,399	$	7,060	$	8,787	$	6,770	$	2,848	$	5,438	$	4,166	$	6,895	$	7,308	$	7,399	$	7,060	$	8,787
Net income attributable to common shares	$	7,336	$	6,999	$	8,722	$	6,727	$	2,830	$	5,405	$	4,146	$	6,835	$	7,256	$	7,336	$	6,999	$	8,722
Basic earnings per common share	$	0.47	$	0.44	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30	$	0.44	$	0.46	$	0.47	$	0.44	$	0.55
Diluted earnings per common share	$	0.47	$	0.44	$	0.55	$	0.43	$	0.18	$	0.39	$	0.30	$	0.44	$	0.46	$	0.47	$	0.44	$	0.55

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.

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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 76 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 Available-For-Sale 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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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 three-month ~~and nine-month~~ periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. 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 ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

For the three-month periods, fully taxable equivalent net interest income was ~~$19,751,000~~$20,634,000 in ~~2021,~~2022, which was ~~$216,000 (1.1%~~$278,000 (1.4%) higher than in ~~2020.~~2021. Interest income in the ~~third~~first quarter was ~~$21,365,000~~$22,075,000 which was ~~$639,000 lower~~$48,000 higher in ~~2021~~2022 as compared to ~~2020,~~2021, while interest expense was lower by ~~$855,000~~$230,000 in comparing the same periods. As presented in Table III, the Net Interest Margin was ~~3.59%~~3.86% in ~~2021~~2022 as compared to ~~3.57%~~4.00% in ~~2020,~~2021, 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 ~~3.46%~~3.73% in ~~2021~~2022 from ~~3.40%~~3.86% in ~~2020.~~2021. The average yield on earning assets of ~~3.89%~~4.13% was ~~0.13%~~0.20% lower in ~~2021~~2022 as compared to ~~2020,~~2021, and the average rate on interest- bearing liabilities of ~~0.43%~~0.40% in ~~2021~~2022 was ~~0.19%~~0.07% lower.

Income from purchase accounting-related adjustments in the ~~third~~first quarter ~~2021~~2022 had a positive effect on net interest income of ~~$563,000,~~$450,000, including an increase in income on loans of ~~$298,000~~$305,000 and net reductions in interest expense on time deposits and borrowed funds totaling ~~$265,000.~~$145,000. The positive impact to the ~~third~~first quarter ~~2021~~2022 net interest margin from purchase accounting adjustments was ~~0.10%~~0.08%. In comparison, the positive impact of purchase accounting adjustments to the ~~third~~first quarter ~~2020~~2021 net interest margin was ~~$1,298,000,~~$952,000, or ~~0.24%~~0.19%.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled ~~$21,365,000~~$22,075,000 in ~~2021, a decrease~~2022, an increase of ~~$639,000~~$48,000 from ~~2020.~~2021.

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Interest and fees from loans receivable decreased ~~$627,000~~$922,000 in ~~2021~~2022 as compared to 2020. Average outstanding loans receivable decreased $113,735,000 (6.7%) to $1,591,857,000 in 2021 from $1,705,592,000 in 2020, including a reduction in average PPP loans of $74,501,000. The average balance of other loans also decreased, as falling interest rates contributed to accelerated prepayments and demand for new commercial loans was muted over much of 2020 and 2021. In addition, the Corporation has sold an increased proportion of its residential mortgage loans into the secondary market over the past few years, which has helped to enhance noninterest income in 2020 and 2021 but has contributed to a net reduction in average outstanding loans.

The average yield on loans in the third quarter 2021 was 4.76%, up from 4.60% in the third quarter 2020. Although the average yield on taxable loans other than PPP loans fell to 4.70% in 2021 from 4.91% in 2020, and the average yield on tax-exempt loans fell to 2.90% in 2021 from 3.57% in 2020, the average yield on the total portfolio was affected by the comparatively high yield on PPP loans. Interest and fees on PPP loans totaled ~~$1,639,000~~$575,000 in the ~~third~~first quarter ~~2021, an increase~~2022, a decrease of ~~$750,000 over~~$1,423,000 from the ~~third~~first quarter ~~2020,~~2021, as previously deferred fees were recognized in income upon the SBA’s repayment of loans based on forgiveness of the underlying borrowers. In the first quarter 2022, total interest and fees on loans included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable income in the first quarter 2021.

Average outstanding loans receivable decreased $86,725,000 (5.3%) to $1,547,861,000 in 2022 from $1,634,586,000 in 2021, including a reduction in average PPP loans of $119,715,000. Average total loans outstanding, excluding PPP loans, increased $32,990,000 (2.2%).

The average yield on loans in the first quarter 2022 was 5.01%, up from 4.97% in the first quarter 2021. The average yield on loans included the positive impact of the income on PCI loans in the first quarter 2022 and the comparatively high yield on PPP loans in both quarters.

Interest income from available-for-sale debt securities ~~decreased $35,000~~increased $960,000 in ~~2021~~2022 from ~~2020.~~2021. Total average available-for-sale debt securities (at amortized cost) increased to ~~$391,148,000~~$534,635,000 in ~~2021~~2022 from ~~$321,541,000~~$335,265,000 in ~~2020.~~2021. The ~~average balance~~increase in available-for-sale debt securities reflects the investment of ~~taxable securities increased by $36,199,000, while the average balance of tax-exempt securities increased $33,408,000.~~otherwise excess cash. The average yield on available-for-sale debt securities was 2.18% for ~~2021,~~2022, down from ~~2.70%~~2.32% in 2020. The reduction in yield on available-for-sale securities reflects accelerating calls and prepayments of amortizing securities attributable to lower interest rates as well as purchases of lower yielding securities at recent market rates.2021.

Income from interest-bearing due from banks totaled ~~$106,000~~$67,000 in ~~2021,~~2022, an increase of ~~$37,000~~$17,000 from ~~2020.~~2021. The average yield on interest-bearing due from banks was 0.32% in 2022 and 0.22% in ~~2021 and 0.19%~~2021. The average balance of interest-bearing due from banks was $84,115,000 in ~~2020.~~the first quarter 2022 as compared to $92,619,000 in the first quarter 2021. Within this category, the largest asset balance in ~~2021~~2022 and ~~2020~~2021 has been interest-bearing deposits held with the Federal Reserve. ~~The average balance~~

Table of $195,359,000, or 9.0% of total average earning assets in the third quarter 2021, was up $47,816,000 from $147,543,000, or 6.8% of total average earning assets in the third quarter 2020. The levels of cash held at the Federal Reserve in both periods were significantly higher as compared to customary levels prior to the onset of the COVID-19 pandemic. Throughout most of 2020 and 2021, funds received from PPP and other loan repayments and increases in deposits have outpaced uses of funds for loan originations, purchases of securities and repayments of borrowings.Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

For the three-month periods, interest expense decreased ~~$855,000~~$230,000 to ~~$1,614,000~~$1,441,000 in ~~2021~~2022 from ~~$2,469,000~~$1,671,000 in ~~2020.~~2021. Interest expense on deposits decreased ~~$724,000,~~$368,000, as the average rate on interest-bearing deposits decreased to ~~0.30%~~0.26% in ~~2021~~2022 from ~~0.50%~~0.38% in ~~2020.~~2021. The decrease in average rates on deposits includes decreases of ~~0.32%~~0.19% on time deposits, ~~0.14%~~0.08% on money market accounts, and 0.06% on interest checking ~~accounts and 0.01% on saving~~ accounts. The change in mix of deposits also contributed to the reduction in average rate, as time deposits fell to ~~16.2%~~14.4% of average total deposits in the ~~third~~first quarter ~~2021~~2022 from ~~23.9%~~20.2% in the ~~third~~first quarter ~~2020.~~2021.

Average total deposits increased ~~$52,215,000 (2.8%~~$100,569,000 (5.5%) to ~~$1,936,758,000~~$1,931,681,000 in the ~~third~~first quarter 2022 from ~~$1,884,543,000~~$1,831,112,000 in ~~2020.~~the first quarter 2021. The increase in average ~~balance on~~ deposits ~~reflects~~includes the impact of PPP-related activity and funding from other government stimulus programs.

Interest expense on short-term borrowings in the ~~third~~first quarter ~~2021~~2022 was ~~less than~~ $1,000 as compared to ~~$73,000~~$15,000 in ~~2020.~~2021. The average balance of short-term borrowings decreased to ~~$2,185,000~~$1,746,000 in ~~2021~~2022 from ~~$44,660,000~~$14,365,000 in ~~2020.~~2021. The average rate on short-term borrowings was ~~0.65%~~0.23% in ~~2020.~~2021 compared to 0.42% in 2021.

Interest expense on long-term borrowings (FHLB advances) decreased ~~$275,000~~$85,000 to ~~$87,000~~$49,000 in ~~2021~~2022 from ~~$362,000~~$134,000 in ~~2020.~~2021. The average balance of long-term borrowings was ~~$41,083,000~~$26,102,000 in ~~2021,~~2022, down from an average balance of ~~$102,857,000~~$52,847,000 in ~~2020.~~2021. 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 ~~0.84%~~0.76% in ~~2021~~2022 compared to ~~1.40%~~1.03% in ~~2020.~~2021.

In May 2021, the Corporation issued unsecured senior notes with a total carrying value at issuance of $14,663,000, net of issuance costs. The senior notes were issued to provide funding at a relatively attractive cost for the holding company, Citizens & Northern Corporation. Interest expense on ~~the~~ senior notes issued in May 2021 totaled $118,000 in the ~~third~~first quarter ~~2021.~~2022. The average balance of the senior notes was ~~$14,674,000~~$14,709,000 in the ~~third~~first quarter of ~~2021~~2022 at an average rate of ~~3.19%~~3.25%.

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

Interest expense on subordinated debt increased ~~$99,000~~$119,000 to ~~$346,000~~$363,000 in ~~2021~~2022 from ~~$247,000~~$244,000 in ~~2020.~~2021. The average balance of subordinated debt increased to ~~$32,978,000~~$32,948,000 in ~~2021~~2022 from ~~$16,540,000~~$16,543,000 in ~~2020, reflecting a 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 subordinated notes are a source of Tier 2 capital for the holding company. The average rate incurred on subordinated debt was 4.16% in 2021, down from 5.94% in 2020.

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

~~Nine-Month Periods Ended September 30, 2021 and 2020~~

For the nine-month periods, fully taxable equivalent net interest income was $59,056,000 in 2021, $10,532,000 (21.7%) higher than in 2020. Interest income was $8,073,000 higher in 2021 as compared to 2020, while interest expense was lower by $2,459,000 in comparing the same periods. As presented in Table III, the Net Interest Margin was 3.70% in 2021 as compared to 3.67% 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 3.55% in 2021, up from 3.44% in 2020. The overall increase in net interest income resulted mainly from the acquisition of Covenant in the third quarter 2020 and income from 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 nine months ended September 30, 2021 of $2,228,000, including an increase in income on loans of $1,052,000 and net reductions in interest expense on time deposits and borrowed funds totaling $1,176,000. In comparision, the net positive impact on net interest income of purchase accounting adjustments was $1,999,000 in the nine-month period ended September 30, 2020. The net positive impact to the net interest margin from purchase accounting adjustments was 0.14% in the first nine months of 2021 as compared to 0.15% in the first nine months of 2020.

~~INTEREST INCOME AND EARNING ASSETS~~

Interest income totaled $64,088,000 in 2021, an increase of $8,073,000 from 2020. Interest and fees on loans receivable increased $8,296,000, or 16.8%, to $57,734,000 in 2021 from $49,438,000 in 2020. Table IV shows the increase in interest on loans includes an increase of $8,431,000 attributable to changes in volume and a decrease of $135,000 related to changes in average rates.

For the first nine months of 2021, average outstanding loans totaled $1,611,032,000, an increase of $241,296,000 (17.6%) over the comparative amount for the first nine months of 2020. The increase in average loans outstanding includes the effect of loans acquired from Covenant, effective July 1, 2020, as well as an increase in the average balance of PPP loans.

The fully taxable equivalent yield on loans in 2021 was 4.79% compared to 4.82% 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 the acquisition. Similar to the third quarter comparision, the overall yield on loans in the nine-month period ended September 30, 2021 included the impact of the acceleration of fees recognized on PPP loans as repayments have been received from the SBA.

Interest income on available-for-sale debt securities totaled $6,071,000 in 2021, a decrease of $254,000 from the total for 2020. As indicated in Table III, average available-for-sale debt securities (at amortized cost) totaled $364,452,000 in 2021, an increase of $36,935,000 from 2020. The average yield on available-for-sale debt securities decreased to 2.23% in 2021 from 2.58% in 2020, reflecting acceleration of calls and prepayments of amortizing securities and purchases of lower-yielding securities at recent, lower market rates.

For the nine-month periods, interest income from interest-bearing due from banks totaled $230,000 in 2021, an increase of $39,000 from $191,000 in 2020. The average balance increased $88,694,000, 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 balance of interest-bearing due from

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banks totaled 7.4% of average total earning assets for the nine months ended September 30, 2021 as compared to 3.9% in 2020. The average yield on interest-bearing due from banks was 0.20% in 2021 as compared to 0.37% in 2020, due to decreases in market rates.

~~INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES~~

Interest expense decreased $2,459,000 to $5,032,000 in 2021 from $7,491,000 in 2020. Table III shows that the overall cost of funds on interest-bearing liabilities decreased to 0.46% in 2021 from 0.79% in 2020. The average rate on interest-bearing deposits decreased to 0.34% in 2021 from 0.67% in 2020. Table IV shows the reduction in interest expense related to changes in rate accounted for $2,912,000 of the decrease in expense, partially offset by an increase in expense of $453,000 attributable to volume.

For the nine-month period ended September 30, 2021, average total deposits increased $396,652,000 (26.5%) to $1,896,023,000 in 2021 from $1,499,371,000 in 2020. The increase in average deposits includes the impact of the Covenant acquisition. The average rate on interest-bearing deposits decreased to 0.34% in 2021 from 0.67% in 2020. The decrease in average rate on deposits includes decreases of 0.64% on time deposits, 0.15% on money market accounts, 0.09% on interest checking accounts and 0.03% on saving accounts. The average balance of time deposits fell to 17.9% of average total deposits in 2021 from 26.1% in 2020, further contributing to the reduction in average rate on deposits.

Interest expense on short-term borrowings decreased $313,000 to $22,000 in 2021 from $335,000 in 2020. The average balance of short-term borrowings decreased to $7,648,000 in 2021 from $36,492,000 in 2020. The average rate on short-term borrowings decreased to 0.38% in 2021 from 1.23% in 2020.

Interest expense on long-term borrowings (FHLB advances) decreased $640,000 to $330,000 in 2021 from $970,000 in 2020. The average balance of long-term borrowings was $46,863,000 in 2021, down from an average balance of $80,030,000 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 0.94% in 2021 compared to 1.62% in 2020. The reduction in both average balance and rate reflects the prepayment of higher cost borrowings of $48,036,000 in December 2020.

~~Interest expense on the senior notes issued in May 2021 totaled $175,000 in 2021. The average balance of the senior notes was $7,255,000 in 2021 with an average rate of 3.23%.~~

~~Interest expense on subordinated debt increased $487,000 to $947,000 in 2021 from $460,000 in 2020. The average balance of subordinated debt increased to $25,539,000 in 2021 from $9,871,000 in 2020~~ reflecting the net impact of ~~subordinated debt agreements assumed in the Covenant transaction of $10,091,000 in July 2020, the~~a new issue of subordinated debt of $24,437,000, net, at an effective rate of 3.74% in May 2021 and the redemption of subordinated notes totaling $8,000,000 in June 2021. The average rate on subordinated debt decreased to ~~4.96%~~4.47% in ~~2021~~2022 from ~~6.22%~~5.98% in ~~2020.~~2021.

More information regarding the terms of borrowed funds is provided in Note 8 to the unaudited consolidated financial statements.

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TABLE II - ANALYSIS OF INTEREST INCOME AND EXPENSE


	Three Months Ended							Nine Months Ended						Three Months Ended
	September 30,				Increase/		.	September 30,				Increase/		March 31,				Increase/
(In Thousands)	2021		2020		(Decrease)			2021		2020		(Decrease)		2022		2021		(Decrease)
INTEREST INCOME
Interest-bearing due from banks	$	106	$	69	$	37		$	230	$	191	$	39	$	67	$	50	$	17
Available-for-sale debt securities:
Taxable		1,304		1,483		(179)			3,604		4,451		(847)		1,969		1,113		856
Tax-exempt		842		698		144			2,467		1,874		593		905		801		104
Total available-for-sale debt securities		2,146		2,181		(35)			6,071		6,325		(254)		2,874		1,914		960
Loans receivable:
Taxable		16,890		18,269		(1,379)			51,209		46,316		4,893		17,974		17,493		481
Paycheck Protection Program - 1st Draw		618		889		(271)			3,289		1,429		1,860		38		1,812		(1,774)
Paycheck Protection Program - 2nd Draw		1,021		0		1,021			1,597		0		1,597		537		186		351
Tax-exempt		568		566		2			1,639		1,693		(54)		573		553		20
Total loans receivable		19,097		19,724		(627)			57,734		49,438		8,296		19,122		20,044		(922)
Other earning assets		16		30		(14)			53		61		(8)		12		19		(7)
Total Interest Income		21,365		22,004		(639)			64,088		56,015		8,073		22,075		22,027		48

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		230		271		(41)			686		716		(30)		194		221		(27)
Money market		269		368		(99)			895		863		32		262		306		(44)
Savings		58		57		1			170		175		(5)		61		55		6
Time deposits		506		1,091		(585)			1,807		3,972		(2,165)		393		696		(303)
Total interest-bearing deposits		1,063		1,787		(724)			3,558		5,726		(2,168)		910		1,278		(368)
Borrowed funds:
Short-term		0		73		(73)			22		335		(313)		1		15		(14)
Long-term - FHLB advances		87		362		(275)			330		970		(640)		49		134		(85)
Senior notes, net		118		0		118			175		0		175		118		0		118
Subordinated debt, net		346		247		99			947		460		487		363		244		119
Total borrowed funds		551		682		(131)			1,474		1,765		(291)		531		393		138
Total Interest Expense		1,614		2,469		(855)			5,032		7,491		(2,459)		1,441		1,671		(230)

Net Interest Income	$	19,751	$	19,535	$	216		$	59,056	$	48,524	$	10,532	$	20,634	$	20,356	$	278

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully ~~tax-equivalent~~taxable-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					Nine Months				Nine Months				Three Months				Three Months
	Ended		Rate of		Ended		Rate of		��	Ended		Rate of		Ended		Rate of		Ended		Rate of		Ended		Rate of
	9/30/2021		Return/		9/30/2020		Return/			9/30/2021		Return/		9/30/2020		Return/		3/31/2022		Return/		3/31/2021		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	$	195,359	0.22	%	$	147,543	0.19	%		$	157,231	0.20	%	$	68,537	0.37	%	$	84,115	0.32	%	$	92,619	0.22	%
Available-for-sale debt securities,
at amortized cost:
Available-for-sale debt securities, at amortized cost:
Taxable		263,682	1.96	%		227,483	2.59	%			241,716	1.99	%		245,487	2.42	%		390,301	2.05	%		217,733	2.07	%
Tax-exempt		127,466	2.62	%		94,058	2.95	%			122,736	2.69	%		82,030	3.05	%		144,334	2.54	%		117,532	2.76	%
Total available-for-sale debt securities		391,148	2.18	%		321,541	2.70	%			364,452	2.23	%		327,517	2.58	%		534,635	2.18	%		335,265	2.32	%
Loans receivable:
Taxable		1,426,503	4.70	%		1,480,247	4.91	%			1,424,457	4.81	%		1,228,521	5.04	%		1,445,353	5.04	%		1,428,721	4.97	%
Paycheck Protection Program - 1st Draw		19,625	12.49	%		162,234	2.18	%			58,900	7.47	%		80,322	2.38	%		1,049	14.69	%		104,367	7.04	%
Paycheck Protection Program - 2nd Draw		68,108	5.95	%		0	0.00	%			58,173	3.67	%		0	0.00	%		17,800	12.24	%		34,197	2.21	%
Tax-exempt		77,621	2.90	%		63,111	3.57	%			69,502	3.15	%		60,893	3.71	%		83,659	2.78	%		67,301	3.33	%
Total loans receivable		1,591,857	4.76	%		1,705,592	4.60	%			1,611,032	4.79	%		1,369,736	4.82	%		1,547,861	5.01	%		1,634,586	4.97	%
Other earning assets		2,355	2.70	%		3,361	3.55	%			2,556	2.77	%		2,346	3.47	%		1,983	2.45	%		2,851	2.70	%
Total Earning Assets		2,180,719	3.89	%		2,178,037	4.02	%			2,135,271	4.01	%		1,768,136	4.23	%		2,168,594	4.13	%		2,065,321	4.33	%
Cash		24,436				33,291					24,564				23,467				20,703				23,796
Unrealized gain on securities		12,411				15,277					11,831				12,021
Unrealized (loss) gain on securities																			(2,508)				12,890
Allowance for loan losses		(12,688)				(11,473)					(12,143)				(10,988)				(13,783)				(11,739)
Bank-owned life insurance		30,445				30,078					30,301				22,539				30,720				30,154
Bank premises and equipment		20,620				21,763					20,860				19,251				21,043				21,348
Intangible assets		56,021				57,008					56,153				38,786				55,765				56,288
Other assets		43,947				48,451					43,694				36,632				44,952				44,628
Total Assets	$	2,355,911			$	2,372,432				$	2,310,531			$	1,909,844			$	2,325,486			$	2,242,686

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking	$	423,371	0.22	%	$	382,997	0.28	%		$	389,349	0.24	%	$	290,420	0.33	%	$	419,130	0.19	%	$	355,993	0.25	%
Money market		446,385	0.24	%		386,848	0.38	%			428,985	0.28	%		268,095	0.43	%		456,904	0.23	%		406,841	0.31	%
Savings		231,093	0.10	%		201,401	0.11	%			224,050	0.10	%		184,829	0.13	%		249,165	0.10	%		213,437	0.10	%
Time deposits		312,979	0.64	%		449,964	0.96	%			339,558	0.71	%		391,827	1.35	%		277,405	0.57	%		370,555	0.76	%
Total interest-bearing deposits		1,413,828	0.30	%		1,421,210	0.50	%			1,381,942	0.34	%		1,135,171	0.67	%		1,402,604	0.26	%		1,346,826	0.38	%
Borrowed funds:
Short-term		2,185	0.00	%		44,660	0.65	%			7,648	0.38	%		36,492	1.23	%		1,746	0.23	%		14,365	0.42	%
Long-term - FHLB advances		41,083	0.84	%		102,857	1.40	%			46,863	0.94	%		80,030	1.62	%		26,102	0.76	%		52,847	1.03	%
Senior notes, net		14,674	3.19	%		0	0.00	%			7,255	3.23	%		0	0.00	%		14,709	3.25	%		0	0.00	%
Subordinated debt, net		32,978	4.16	%		16,540	5.94	%			25,539	4.96	%		9,871	6.22	%		32,948	4.47	%		16,543	5.98	%
Total borrowed funds		90,920	2.40	%		164,057	1.65	%			87,305	2.26	%		126,393	1.87	%		75,505	2.85	%		83,755	1.90	%
Total Interest-bearing Liabilities		1,504,748	0.43	%		1,585,267	0.62	%			1,469,247	0.46	%		1,261,564	0.79	%		1,478,109	0.40	%		1,430,581	0.47	%
Demand deposits		522,930				463,333					514,081				364,200				529,077				484,286
Other liabilities		25,386				26,367					25,729				18,804				24,046				27,930
Total Liabilities		2,053,064				2,074,967					2,009,057				1,644,568				2,031,232				1,942,797
Stockholders' equity, excluding
other comprehensive income		292,936				285,158					292,017				255,545
Accumulated other comprehensive income		9,911				12,307					9,457				9,731
Stockholders' equity, excluding accumulated other comprehensive (loss) income																			295,996				289,591
Accumulated other comprehensive (loss) income																			(1,742)				10,298
Total Stockholders' Equity		302,847				297,465					301,474				265,276				294,254				299,889
Total Liabilities and Stockholders' Equity	$	2,355,911			$	2,372,432				$	2,310,531			$	1,909,844			$	2,325,486			$	2,242,686
Interest Rate Spread			3.46	%			3.40	%				3.55	%			3.44	%			3.73	%			3.86	%
Net Interest Income/Earning Assets			3.59	%			3.57	%				3.70	%			3.67	%			3.86	%			4.00	%

Total Deposits (Interest-bearing
and Demand)	$	1,936,758			$	1,884,543				$	1,896,023			$	1,499,371
Total Deposits (Interest-bearing and Demand)																		$	1,931,681			$	1,831,112	��

(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 9/30/21 vs. 9/30/20						.	Nine Months Ended 9/30/21 vs. 9/30/20						Three Months Ended 3/31/22 vs. 3/31/21
	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	$	1	$	36	$	37		$	162	$	(123)	$	39	$	(5)	$	22	$	17
Available-for-sale debt securities:
Taxable		200		(379)		(179)			(67)		(780)		(847)		871		(15)		856
Tax-exempt		226		(82)		144			838		(245)		593		172		(68)		104
Total available-for-sale debt securities		426		(461)		(35)			771		(1,025)		(254)		1,043		(83)		960
Loans receivable:
Taxable		(677)		(702)		(1,379)			7,085		(2,192)		4,893		205		276		481
Paycheck Protection Program - 1st Draw		(1,356)		1,085		(271)			(472)		2,332		1,860		(2,723)		949		(1,774)
Paycheck Protection Program - 2nd Draw		1,021		0		1,021			1,597		0		1,597		(128)		479		351
Tax-exempt		123		(121)		2			221		(275)		(54)		121		(101)		20
Total loans receivable		(889)		262		(627)			8,431		(135)		8,296		(2,525)		1,603		(922)
Other earning assets		(7)		(7)		(14)			5		(13)		(8)		(5)		(2)		(7)
Total Interest Income		(469)		(170)		(639)			9,369		(1,296)		8,073		(1,492)		1,540		48

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		20		(61)		(41)			206		(236)		(30)		35		(62)		(27)
Money market		37		(136)		(99)			402		(370)		32		35		(79)		(44)
Savings		8		(7)		1			33		(38)		(5)		9		(3)		6
Time deposits		(402)		(183)		(585)			(475)		(1,690)		(2,165)		(153)		(150)		(303)
Total interest-bearing deposits		(337)		(387)		(724)			166		(2,334)		(2,168)		(74)		(294)		(368)
Borrowed funds:
Short-term		(53)		(20)		(73)			(168)		(145)		(313)		(9)		(5)		(14)
Long-term - FHLB advances		(180)		(95)		(275)			(318)		(322)		(640)		(56)		(29)		(85)
Senior notes, net		118		0		118			175		0		175		118		0		118
Subordinated debt, net		172		(73)		99			598		(111)		487		193		(74)		119
Total borrowed funds		57		(188)		(131)			287		(578)		(291)		246		(108)		138
Total Interest Expense		(280)		(575)		(855)			453		(2,912)		(2,459)		172		(402)		(230)

Net Interest Income	$	(189)	$	405	$	216		$	8,916	$	1,616	$	10,532	$	(1,664)	$	1,942	$	278

(1)	Changes in income on tax-exempt securities and loans are presented on a fully ~~tax-equivalent~~taxable-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.

5541

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

NONINTEREST INCOME

TABLE V – COMPARISON OF NONINTEREST INCOME


(Dollars in Thousands)	Three Months Ended								Three Months Ended
	September 30,					$	%		March 31,					$	%
	2021		2020			Change	Change		2022		2021			Change	Change
Trust revenue	$	1,821	$	1,595	$	226	14.2	%	$	1,786	$	1,626	$	160	9.8	%
Brokerage and insurance revenue		560		382		178	46.6	%		522		326		196	60.1	%
Service charges on deposit accounts		1,249		1,045		204	19.5	%		1,235		1,015		220	21.7	%
Interchange revenue from debit card transactions		975		828		147	17.8	%		963		881		82	9.3	%
Net gains from sales of loans		797		2,052		(1,255)	(61.2)	%		382		1,064		(682)	(64.1)	%
Loan servicing fees, net		153		(87)		240	N/M			210		248		(38)	(15.3)	%
Increase in cash surrender value of life insurance		139		159		(20)	(12.6)	%		135		150		(15)	(10.0)	%
Other noninterest income		665		996		(331)	(33.2)	%		588		1,472		(884)	(60.1)	%
Total noninterest income, excluding realized gains on securities, net		6,359		6,970		(611)	(8.8)	%
Realized gains on available-for-sale debt securities, net		23		25		(2)	(8.0)	%		2		0		2		%
Total noninterest income	$	6,382	$	6,995	$	(613)	(8.8)	%	$	5,823	$	6,782	$	(959)	(14.1)	%

~~N/M = Not Meaningful~~

Total noninterest income ~~excluding realized gains on securities, net in the third quarter 2021~~ decreased ~~$611,000 (8.8%~~$959,000 (14.1%) from the ~~third~~first quarter ~~2020~~2021 total. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.

(Dollars in Thousands)

Nine Months Ended

September 30,

$

%


2021

2020


Change

Change

Trust revenue

$
5,254

$
4,639

$
615

13.3
%
Brokerage and insurance revenue

1,392

1,121

271

24.2
%
Service charges on deposit accounts

3,337

3,126

211

6.7
%
Interchange revenue from debit card transactions

2,854

2,277

577

25.3
%
Net gains from sales of loans

2,786

3,931

(1,145)

(29.1)
%
Loan servicing fees, net

547

(259)

806

N/M

Increase in cash surrender value of life insurance

434

361

73

20.2
%
Other noninterest income

2,837

2,583

254

9.8
%
Total noninterest income, excluding realized gains on securities, net

19,441

17,779

1,662

9.3
%
Realized gains on available-for-sale debt securities, net

25

25

0

0.0
%
Total noninterest income

$
19,466

$
17,804

$
1,662

9.3
%

~~N/M = Not Meaningful~~

Total noninterest income, excluding realized gains on securities, net for the first nine months of 2021 increased $1,662,000 (9.3%) from the total for the first nine months of 2020. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.

~~Table of Contents~~

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

NONINTEREST EXPENSE

TABLE VI - COMPARISON OF NONINTEREST EXPENSE


(Dollars in Thousands)	Three Months Ended								Three Months Ended
	September 30,				$		%		March 31,				$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Salaries and employee benefits	$	9,427	$	8,703	$	724	8.3	%	$	10,607	$	8,895	$	1,712	19.2	%
Net occupancy and equipment expense		1,217		1,189		28	2.4	%		1,411		1,304		107	8.2	%
Data processing and telecommunications expense		1,475		1,482		(7)	(0.5)	%		1,623		1,380		243	17.6	%
Automated teller machine and interchange expense		357		340		17	5.0	%		384		337		47	13.9	%
Pennsylvania shares tax		482		422		60	14.2	%		488		491		(3)	(0.6)	%
Professional fees		538		422		116	27.5	%		489		547		(58)	(10.6)	%
Other noninterest expense		1,850		2,090		(240)	(11.5)	%		1,884		2,755		(871)	(31.6)	%
Total noninterest expense, excluding merger-related expenses		15,346		14,648		698	4.8	%
Merger-related expenses		0		6,402		(6,402)	(100.0)	%
Total noninterest expense	$	15,346	$	21,050	$	(5,704)	(27.1)	%	$	16,886	$	15,709	$	1,177	7.5	%

Total noninterest expense in the ~~third~~first quarter ~~2021 decreased $5,704,000 (27.1%~~2022 increased $1,177,000 (7.5%) from the ~~third quarter 2020 total. Excluding merger-related expenses from the third quarter 2020, total noninterest expense in the third~~first quarter 2021 ~~increased $698,000 (4.8%) from the third quarter 2020.~~total. Changes of significance are discussed in the Earnings Overview section of Management’s Discussion and Analysis.

(Dollars in Thousands)

Nine Months Ended

September 30,

$

%

2021

2020

Change

Change

Salaries and employee benefits

$
27,821

$
23,064

$
4,757

20.6
%
Net occupancy and equipment expense

3,740

3,267

473

14.5
%
Data processing and telecommunications expense

4,342

3,959

383

9.7
%
Automated teller machine and interchange expense

1,049

912

137

15.0
%
Pennsylvania shares tax

1,463

1,267

196

15.5
%
Professional fees

1,683

1,265

418

33.0
%
Other noninterest expense

6,356

6,100

256

4.2
%
Total noninterest expense, excluding merger-related expenses

46,454

39,834

6,620

16.6
%
Merger-related expenses

0

7,526

(7,526)

(100.0)
%
Total noninterest expense

$
46,454

$
47,360

$
(906)

(1.9)
%

Total noninterest expense for the first nine months of 2021 decreased $906,000 (1.9%) from the total for the first nine months of 2020. Total noninterest expense for the first nine months of 2021 increased $6,620,000 (16.6%) from the total excluding merger-related expenses, for the first nine months of 2020. Changes of significance, including the impact of the Covenant acquisition that closed July 1, 2020, 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 ~~nine~~three months of ~~2021~~2022 was ~~$5,456,000,~~$1,483,000, which was ~~$2,947,000 higher~~$627,000 lower than the provision for the first ~~nine~~three months of ~~2020.~~2021. The effective tax rate (tax provision as a percentage of pre-tax income) was ~~19.0%~~17.7% in the first ~~nine~~three months of ~~2021~~2022 compared to ~~16.8%~~19.4% in the first ~~nine~~three months of ~~2020.~~2021. The Corporation’s effective tax rates differ from the statutory rate of 21% in the first ~~nine~~three months of ~~2021~~2022 and ~~2020~~2021 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 nine months of 2021 as compared to 2020 resulted mainly from a reduction in the proportion of tax-exempt interest income to total pre-tax income.~~

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 represents the following temporary difference components:


	September 30,		December 31,		March 31,		December 31,
(In Thousands)	2021		2020		2022		2021
Deferred tax assets:
Unrealized holding losses on securities					$	5,448	$	0
Allowance for loan losses	$	2,678	$	2,154		3,124		2,935
Purchase accounting adjustments on loans		1,713		1,930		1,237		1,621
Deferred compensation						1,060		965
Operating leases liability						762		821
Net operating loss carryforward		807		896		748		778
Operating leases liability		846		724
Accrued incentive compensation						129		529
Other deferred tax assets		3,102		3,089		1,473		1,766
Total deferred tax assets		9,146		8,793		13,981		9,415

Deferred tax liabilities:
Unrealized holding gains on securities		1,674		3,104		0		1,278
Defined benefit plans - ASC 835		28		32		82		57
Bank premises and equipment		492		1,216		425		460
Core deposit intangibles		754		840		702		725
Right-of-use assets from operating leases		846		724		762		821
Other deferred tax liabilities		224		172		192		187
Total deferred tax liabilities		4,018		6,088		2,163		3,528
Deferred tax asset, net	$	5,128	$	2,705	$	11,818	$	5,887

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 ~~September 30, 2021~~March 31, 2022 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.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

SECURITIES

Management continually evaluates several objectives in determining the size, securities mix and other characteristics of the available-for-sale debt securities (investment) portfolio. Key objectives include supporting liquidity needs, maximizing return on earning assets within reasonable risk parameters and providing a means to hedge the Corporation’s overall interest rate risk exposure, while maintaining high credit quality.

The composition of the available-for-sale debt securities portfolio at March 31, 2022, December 31, 2021 and December 31, 2020 is as follows:


(Dollars In Thousands)	March 31, 2022					December 31, 2021					December 31, 2020
	Amortized		Fair			Amortized		Fair			Amortized		Fair
	Cost		Value			Cost		Value			Cost		Value
Obligations of the U.S. Treasury	$	38,152	$	36,494		$	25,058	$	24,912		$	12,184	$	12,182
Obligations of U.S. Government agencies		24,455		23,408			23,936		24,091			25,349		26,344
Bank holding company debt securities		24,942		24,043			18,000		17,987			0		0
Obligations of states and political subdivisions:
Tax-exempt		149,140		143,633			143,427		148,028			116,427		122,401
Taxable		73,732		69,629			72,182		72,765			45,230		47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		112,122		106,568			98,048		98,181			36,853		38,176
Residential collateralized mortgage obligations		45,628		43,868			44,015		44,247			56,048		57,467
Commercial mortgage-backed securities		90,682		85,270			86,926		87,468			42,461		45,310
Total Available-for-Sale Debt Securities	$	558,853	$	532,913		$	511,592	$	517,679		$	334,552	$	349,332

Aggregate Unrealized (Loss) Gain			$	(25,940)				$	6,087				$	14,780
Aggregate Unrealized (Loss) Gain as a % of Amortized Cost				(4.6)	%				1.2	%				4.4	%
Market Yield on 5-Year U.S. Treasury Obligations (a)				2.42	%				1.26	%				0.36	%

(a) Source: Treasury.gov (Daily Treasury Par Yield Curve Rates)

The amortized cost of available-for-sale debt securities increased to $558,853,000 at March 31, 2022 from $511,592,000 at December 31, 2021 and $334,552,000 at December 31, 2020. The increase in the securities portfolio resulted from management’s decision to invest excess funds available from the fast growth in deposits and loan repayments throughout most of 2020, 2021 and the first quarter 2022.

As reflected in the table above, the fair value of available-for-sale securities as of March 31, 2022 was lower than the amortized cost basis by $25,940,000, or 4.6%. In comparison, the aggregate unrealized gain position was $6,087,000 (1.2%) at December 31, 2021 and $14,780,000 (4.4%) at December 31, 2020. The unrealized decrease in fair value of the portfolio in the first quarter 2022 and in 2021 resulted from an increase in interest rates. As shown above, the market yield on the 5-year U.S. Treasury Note was 1.16% higher at March 31, 2022 in comparison to December 31, 2021, and 2.06% higher than at December 31, 2020.

Management reviewed the Corporation’s holdings as of March 31, 2022 and concluded there were no credit-related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary. In assessing whether there were other-than-temporary impairment losses, management considered (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, (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value, and (4) whether the Corporation intends to sell the security or if it is more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 ~~September 30, 2021,~~March 31, 2022, 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.~~2022.

Table VII shows the composition of ~~Contents~~

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

~~At September 30, 2021, gross~~the loan portfolio at March 31, 2022 and at year-end from 2017 through 2021. The significant loan growth in 2019 and 2020 reflects the impact of acquisitions. Also, the Corporation has increased the proportion of residential mortgage loans ~~outstanding totaled $1,575,708,000, a decrease of $68,501,000 from December 31, 2020, including~~sold into the secondary market, contributing to a reduction ~~in PPP loans~~ of ~~$69,541,000 due to repayments and a net reduction~~$59,887,000 in residential mortgage loans ~~of $41,309,000. The net reduction in loans~~ outstanding over the past 9 months reflects the impact of high levels of loan prepayments consistent with low interest rates and a high proportion of new mortgage loans being sold into the secondary market. Excluding PPP loans, total commercial loans at ~~September 30, 2021 were up $41,099,000 from~~March 31, 2022 compared to December 31, 2020. At ~~September 30, 2021,~~March 31, 2022, commercial loans represented approximately 62% of the portfolio while residential mortgage loans totaled ~~37%~~36% of the portfolio.

At March 31, 2022, gross loans outstanding totaled $1,538,190,000, a decrease of $26,659,000 from December 31, 2021, including a reduction in PPP loans of $14,487,000 due to repayments and a net reduction in residential mortgage loans of $9,061,000. Excluding PPP loans, total commercial loans at March 31, 2022 were down $3,741,000 from December 31, 2021. Recently, residential mortgage lending activity has slowed, consistent with the rapid increase in interest rates. The “pipeline” of commercial lending opportunities has grown substantially in recent months as portions of the economy have shown signs of recovery from the pandemic. The pace of loan growth for the remainder of 2022 will depend on the impact of potential further increases in interest rates and many other factors.

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 ~~$57,918,000~~$46,083,000 at ~~September 30, 2021,~~March 31, 2022, down from ~~$65,741,000~~$54,372,000 at December 31, ~~2020.~~2021. At ~~September 30, 2021,~~March 31, 2022, the balance of participation loans outstanding includes a total of ~~$33,530,000~~$25,767,000 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 ~~$7,565,000~~$6,742,000 at ~~September 30, 2021~~March 31, 2022 and ~~$8,437,000~~$7,469,000 at December 31, ~~2020.~~2021.

The Corporation originates and sells 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. The Corporation also originates and sells residential mortgage loans to the secondary market through the MPF Original program, 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 ~~September 30, 2021,~~March 31, 2022, the Corporation’s activity under the MPF Direct Program has been minimal.

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 ~~September 30, 2021,~~March 31, 2022, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to ~~$1,584,000,~~$1,557,000, and the corresponding total outstanding balance of repurchased loans at December 31, ~~2020~~2021 was ~~$1,714,000.~~$1,571,000.

At ~~September 30, 2021,~~March 31, 2022, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled ~~$328,659,000,~~$338,482,000, including loans sold through the MPF Xtra program of ~~$167,914,000~~$163,199,000 and loans sold through the Original program of ~~$160,745,000.~~$175,283,000. At December 31, ~~2020,~~2021, outstanding balances of loans sold and serviced through the two programs totaled ~~$278,857,000,~~$334,741,000, including loans sold through the MPF Xtra program of ~~$149,463,000~~$165,668,000 and loans sold through the Original Program of ~~$129,394,000.~~$169,073,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

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 ~~September 30, 2021,~~March 31, 2022, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was ~~$8,273,000,~~$8,998,000, and the Corporation has recorded a related allowance for credit losses in the amount of ~~$550,000~~$660,000 which is included in accrued interest and other liabilities in the accompanying consolidated balance sheets. At December 31, ~~2020,~~2021, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was ~~$6,766,000,~~$8,656,000, and the related allowance for credit losses was ~~$500,000.~~$635,000. Income related to providing the credit enhancement

~~Table of Contents~~

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

~~(included~~ (included in other noninterest income in the consolidated statements of income) totaled ~~$265,000~~$90,000 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~$107,000~~$115,000 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. A provision for losses related to the credit enhancement obligation (included in other noninterest expense in the consolidated statements of income) of ~~$50,000~~$25,000 was recorded in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 with a provision for losses of ~~$29,000~~$30,000 in the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The Corporation does not provide a credit enhancement for loans sold through the Xtra program.

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~~an 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 purchased 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.~~adjustments. 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 purchased loans ~~originated by Covenant~~ was ~~$11,458,000~~$8,907,000 at ~~September 30, 2021~~March 31, 2022 and ~~$17,041,000~~$12,856,000 at December 31, ~~2020~~2021 with an allowance for SBA claim adjustments (included in accrued interest and other liabilities in the consolidated balance sheets) of ~~$485,000~~$215,000 at ~~September 30, 2021~~March 31, 2022 and ~~$730,000~~$457,000 at December 31, ~~2020.~~2021. In the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Corporation recorded ~~charges against the allowance for SBA claims totaling $37,000 and~~ a reduction in other noninterest expense of ~~$208,000~~$242,000 representing amounts realized on SBA claims in excess of prior ~~estimates.~~estimates, with no corresponding expense or reduction in expense in the first quarter 2021.

~~TABLE VII - SUMMARY OF LOANS BY TYPE~~

~~Summary of Loans by Type~~

(In Thousands)

September 30,

December 31,


2021

2020

2019

2018

2017

2016
Commercial:










Commercial loans secured by real estate

$
553,389

$
531,810

$
301,227

$
162,611

$
159,266

$
150,468
Commercial and industrial

152,244

159,577

126,374

91,856

88,276

83,854
Paycheck Protection Program - 1st Draw

5,747

132,269

0

0

0

0
Paycheck Protection Program - 2nd Draw

56,981

0

0

0

0

0
Political subdivisions

73,503

53,221

53,570

53,263

59,287

38,068
Commercial construction and land

53,267

42,874

33,555

11,962

14,527

14,287
Loans secured by farmland

10,812

11,736

12,251

7,146

7,255

7,294
Multi-family (5 or more) residential

52,962

55,811

31,070

7,180

7,713

7,896
Agricultural loans

3,092

3,164

4,319

5,659

6,178

3,998
Other commercial loans

17,312

17,289

16,535

13,950

10,986

11,475
Total commercial

979,309

1,007,751

578,901

353,627

353,488

317,340
Residential mortgage:












Residential mortgage loans - first liens

494,376

532,947

510,641

372,339

$
359,987

334,102
Residential mortgage loans - junior liens

24,303

27,311

27,503

25,450

25,325

23,706
Home equity lines of credit

38,465

39,301

33,638

34,319

35,758

38,057
1-4 Family residential construction

21,719

20,613

14,798

24,698

26,216

24,908
Total residential mortgage

578,863

620,172

586,580

456,806

447,286

420,773
Consumer

17,536

16,286

16,741

17,130

14,939

13,722
Total

1,575,708

1,644,209

1,182,222

827,563

815,713

751,835
Less: allowance for loan losses

(12,700)

(11,385)

(9,836)

(9,309)

(8,856)

(8,473)
Loans, net

$
1,563,008

$
1,632,824

$
1,172,386

$
818,254

$
806,857

$
743,362

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE VII - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type


(In Thousands)	March 31,		December 31,
	2022		2021		2020		2019		2018		2017
Commercial:
Commercial loans secured by real estate	$	585,677	$	569,840	$	531,810	$	301,227	$	162,611	$	159,266
Commercial and industrial		159,793		159,073		159,577		126,374		91,856		88,276
Paycheck Protection Program - 1st Draw		887		1,356		132,269		0		0		0
Paycheck Protection Program - 2nd Draw		11,490		25,508		0		0		0		0
Political subdivisions		81,975		81,301		53,221		53,570		53,263		59,287
Commercial construction and land		37,258		60,579		42,874		33,555		11,962		14,527
Loans secured by farmland		12,507		11,121		11,736		12,251		7,146		7,255
Multi-family (5 or more) residential		53,141		50,089		55,811		31,070		7,180		7,713
Agricultural loans		2,588		2,351		3,164		4,319		5,659		6,178
Other commercial loans		14,827		17,153		17,289		16,535		13,950		10,986
Total commercial		960,143		978,371		1,007,751		578,901		353,627		353,488
Residential mortgage:
Residential mortgage loans - first liens		481,119		483,629		532,947		510,641		372,339	$	359,987
Residential mortgage loans - junior liens		22,572		23,314		27,311		27,503		25,450		25,325
Home equity lines of credit		39,649		39,252		39,301		33,638		34,319		35,758
1-4 Family residential construction		16,945		23,151		20,613		14,798		24,698		26,216
Total residential mortgage		560,285		569,346		620,172		586,580		456,806		447,286
Consumer		17,762		17,132		16,286		16,741		17,130		14,939
Total		1,538,190		1,564,849		1,644,209		1,182,222		827,563		815,713
Less: allowance for loan losses		(14,271)		(13,537)		(11,385)		(9,836)		(9,309)		(8,856)
Loans, net	$	1,523,919	$	1,551,312	$	1,632,824	$	1,172,386	$	818,254	$	806,857

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 76 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 ~~$12,700,000~~$14,271,000 at ~~September 30, 2021,~~March 31, 2022, up from ~~$11,385,000~~$13,537,000 at December 31, ~~2020.~~2021. Table IX shows total specific allowances on impaired loans ~~decreased $42,000 to $883,000~~of $730,000 at ~~September 30, 2021~~March 31, 2022, down slightly from ~~$925,000~~$740,000 at December 31, ~~2020.~~2021. Table IX also shows the increase in the allowance in ~~2021~~2022 is mainly related to commercial loans, as the collectively evaluated portion of the allowance related to the commercial segment increased to ~~$6,689,000~~$8,192,000 at ~~September 30, 2021~~March 31, 2022 from ~~$5,545,000~~$7,553,000 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 $6,324,000 at September 30, 2021. The ~~remainder~~net increase in the collectively determined portion of the ~~portfolio was deemed~~allowance includes increases related to bemanagement’s updated assessments of purchased performing loans. The impact of changes in the ~~performing component~~collectively determined portion of the ~~portfolio. Performing~~allowance related to purchased performing loans ~~acquired from Covenant are presented net of a discount for credit losses of $3,482,000 at September 30, 2021 and $5,362,000 at December 31, 2020. This discount reflects an estimate~~is included in “Changes in loan volume” in the accompanying analysis of the ~~present value~~provision.

Table 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.~~ Contents

Loans acquired from Monument that were identified as PCI were valued at $441,000 at April 1, 2019 and $300,000 at September 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 $354,000 at September 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.CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Table X shows the allowance for loan losses totaled ~~0.81%~~0.93% of gross loans outstanding at ~~September 30, 2021,~~March 31, 2022, up from ~~0.69%~~0.87% at December 31, ~~2020~~2021 and down from levels in excess of 1.00% from ~~2016 to~~2017 and 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 ~~1.05%~~1.11% at ~~September 30, 2021,~~March 31, 2022, in line with ratios from the previous years.

The provision (credit) for loan losses by segment in the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,		September 30,		September 30,		September 30,		March 31,		March 31,
(In Thousands)	2021		2020		2021		2020		2022		2021
Commercial	$	1,503	$	1,990	$	2,297	$	3,184	$	779	$	242
Residential mortgage		3		(66)		112		67		91		(55)
Consumer		24		17		38		42		25		(20)
Unallocated		0		0		86		0		(4)		92
Total	$	1,530	$	1,941	$	2,533	$	3,293	$	891	$	259

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


Commercial segment	Three Months Ended
	March 31,		March 31,
(In Thousands)	2022		2021
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	140	$	193
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		577		142
Changes in historical loss experience factors		62		(49)
Changes in qualitative factors		0		(44)
Total provision for loan losses - Commercial segment	$	779	$	242


Residential mortgage segment	Three Months Ended
	March 31,		March 31,
(In Thousands)	2022		2021
Decrease in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	(16)	$	(10)
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		68		(7)
Changes in historical loss experience factors		(10)		(38)
Changes in qualitative factors		49		0
Total provision for loan losses - Residential mortgage segment	$	91	$	(55)


Consumer segment	Three Months Ended
	March 31,		March 31,
(In Thousands)	2022		2021
Increase (decrease) in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	23	$	(1)
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		0		(10)
Changes in historical loss experience factors		(3)		(10)
Changes in qualitative factors		5		1
Total provision for loan losses - Consumer segment	$	25	$	(20)

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


Total - All segments	Three Months Ended
	March 31,		March 31,
(In Thousands)	2022		2021
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	147	$	182
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		645		125
Changes in historical loss experience factors		49		(97)
Changes in qualitative factors		54		(43)
Sub-total		895		167
Unallocated		(4)		92
Total provision for loan losses - All segments	$	891	$	259

Commercial segment

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(In Thousands)

2021

2020

2021

2020
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs

$
596

$
908

$
1,154

$
1,949
Increase in collectively determined portion of the allowance attributable to:




Changes in loan volume

568

194

1,061

84
Changes in historical loss experience factors

339

848

82

841
Changes in qualitative factors

0

40

0

310
Total provision for loan losses - Commercial segment

$
1,503

$
1,990

$
2,297

$
3,184

Residential mortgage segment

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(In Thousands)

2021

2020

2021

2020
Decrease in total specific allowance on impaired loans, adjusted for the effect of net charge-offs

$
(2)

$
(21)

$
(17)

$
(38)
Increase (decrease) in collectively determined portion of the allowance attributable to:




Changes in loan volume

11

(87)

222

(227)
Changes in historical loss experience factors

(6)

0

(48)

(82)
Changes in qualitative factors

0

42

(45)

414
Total provision (credit) for loan losses - Residential mortgage segment

$
3

$
(66)

$
112

$
67

Consumer segment

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(In Thousands)

2021

2020

2021

2020
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs

$
17

$
22

$
39

$
65
Increase (decrease) in collectively determined portion of the allowance attributable to:




Changes in loan volume

9

12

13

(10)
Changes in historical loss experience factors

(7)

(14)

(15)

(14)
Changes in qualitative factors

5

(3)

1

1
Total provision for loan losses - Consumer segment

$
24

$
17

$
38

$
42

Total - All segments

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(In Thousands)

2021

2020

2021

2020
Increase in total specific allowance on impaired loans, adjusted for the effect of net charge-offs

$
611

$
909

$
1,176

$
1,976
Increase (decrease) in collectively determined portion of the allowance attributable to:




Changes in loan volume

588

119

1,296

(153)
Changes in historical loss experience factors

326

834

19

745
Changes in qualitative factors

5

79

(44)

725
Sub-total

1,530

1,941

2,447

3,293
Unallocated

0

0

86

0
Total provision for loan losses - All segments

$
1,530

$
1,941

$
2,533

$
3,293

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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 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).

The provision for loan losses in the third quarter 2021 and 2020, and in the nine-month periods ended September 30, 2021 and 2020, included the impact of a large charge-off in the third quarter of each year.

In the third quarter 2021, the Corporation recorded a partial charge-off of $1,194,000 on a commercial loan with an outstanding balance of $3,496,000 at the time of the charge-off. There was a specific allowance for loan losses of $583,000 on this commercial loan at June 30, 2021, with no specific allowance at December 31, 2020. At September 30, 2021, there was no specific allowance on the loan, and the Corporation’s recorded investment in the loan of $2,302,000 is reported as non-accrual and impaired.

In the third quarter 2020, the Corporation recorded a charge-off of $2,219,000 on a commercial loan for which an allowance of $1,193,000 had been recorded at June 30, 2020 but for which there was no specific allowance at December 31, 2019. The Corporation had no recorded investment in this loan at September 30, 2021 and December 31, 2020.

In the three months ended ~~September 30, 2021,~~March 31, 2022, net charge-offs were ~~$1,205,000,~~$157,000, including recoveries of ~~$15,000~~$23,000 and charge-offs of ~~$1,220,000. For the nine months ended September 30, 2021, net charge-offs were $1,218,000 including recoveries of $60,000 and charge-offs of $1,278,000.~~$180,000. Table VIII shows the average rate of net charge-offs as a percentage of loans was ~~0.08%~~0.01% in the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, 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 TDRs. Total nonperforming loans as a percentage of outstanding loans was ~~1.48%~~1.19% at ~~September 30, 2021, up~~March 31, 2022, down from ~~1.42%~~1.36% at December 31, ~~2020,~~2021, and nonperforming assets as a percentage of total assets was ~~1.05%~~0.81% at ~~September 30, 2021,~~March 31, 2022, down from ~~1.10%~~0.94% at December 31, ~~2020.~~2021. Table X presents data at the end of each of the years ended December 31, ~~2016~~2017 through ~~2020.~~2021. Table X shows that total nonperforming loans as a percentage of loans of ~~1.48%~~1.19% at ~~September 30, 2021,~~March 31, 2022, though up from December 31, ~~2020 and~~ 2019, was lower than the corresponding year-end ratio ~~from 2016 through 2018.~~for all other years presented. Similarly, the ~~September 30, 2021~~March 31, 2022 ratio of total nonperforming assets as a percentage of assets of ~~1.05%~~0.81% was lower than the corresponding ratio ~~from 2016 through 2018.~~for all years presented except December 31, 2019.

Total impaired loans of ~~$18,014,000~~$12,005,000 at ~~September 30, 2021~~March 31, 2022 are ~~up $196,000~~down $3,729,000 from the corresponding amount at December 31, ~~2020~~2021 of ~~$17,818,000.~~$15,734,000. Purchased credit impaired loans ~~primarily acquired from Covenant,~~ were included in impaired loans and had carrying values totaling ~~$6,624,000~~$3,983,000 at ~~September 30, 2021~~March 31, 2022 and ~~$6,841,000~~$6,558,000 at December 31, ~~2020. Table X shows that~~2021. In the ~~total balance of impaired loans at September 30, 2021 was higher than~~first quarter 2022, the ~~year-end amounts over the period 2016-2020, which ranged from~~Corporation received pay-offs on a low of $5,486,000 in 2019 to the high of $17,818,000 at December 31, 2020. Similarly, total nonperforming assets of $24,639,000 at September 30, 2021 and $24,729,000 at December 31, 2020 were up from the prior periods including the impact offew purchased credit impaired loans ~~from~~and recognized interest income of $1,398,000 for the ~~Covenant acquisition.~~

As reflected in Table X, total loans past due 30-89 days and still accruing interest amounted to $2,139,000 at September 30, 2021, down 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 $1,775,000 at September 30, 2021, down from $5,084,000 at December 31, 2020. Management monitors the status

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

of delinquent residential mortgage loans on an ongoing basis and has considered delinquency trends, which were generally favorable through the first nine months of 2021, in evaluating the allowance for loan losses at September 30, 2021.excess received over previous carrying amounts.

Over the period ~~2016-2020~~2017-2021 and the first ~~nine~~three months of ~~2021,~~2022, 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

Table of ~~September 30, 2021.~~Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

of March 31, 2022. 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.

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)	Nine Months Ended																					Three Months Ended
	September 30,			September 30,			Years Ended December 31,															March 31,			March 31,			Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016			2022			2021			2021			2020			2019			2018			2017
Balance, beginning of year	$	11,385		$	9,836		$	9,836		$	9,309		$	8,856		$	8,473		$	7,889		$	13,537		$	11,385		$	11,385		$	9,836		$	9,309		$	8,856		$	8,473
Charge-offs:
Commercial		(1,194)			(2,343)			(2,343)			(6)			(165)			(132)			(597)			(150)			0			(1,464)			(2,343)			(6)			(165)			(132)
Residential mortgage		(11)			0			0			(190)			(158)			(197)			(73)			0			0			(11)			0			(190)			(158)			(197)
Consumer		(73)			(100)			(122)			(183)			(174)			(150)			(87)			(30)			(11)			(100)			(122)			(183)			(174)			(150)
Total charge-offs		(1,278)			(2,443)			(2,465)			(379)			(497)			(479)			(757)			(180)			(11)			(1,575)			(2,465)			(379)			(497)			(479)
Recoveries:
Commercial		22			0			16			6			317			4			35			0			14			22			16			6			317			4
Residential mortgage		5			32			44			12			8			19			3			16			2			6			44			12			8			19
Consumer		33			35			41			39			41			38			82			7			12			38			41			39			41			38
Total recoveries		60			67			101			57			366			61			120			23			28			66			101			57			366			61
Net charge-offs		(1,218)			(2,376)			(2,364)			(322)			(131)			(418)			(637)
Net (charge-offs) recoveries																							(157)			17			(1,509)			(2,364)			(322)			(131)			(418)
Provision for loan losses		2,533			3,293			3,913			849			584			801			1,221			891			259			3,661			3,913			849			584			801
Balance, end of period	$	12,700		$	10,753		$	11,385		$	9,836		$	9,309		$	8,856		$	8,473		$	14,271		$	11,661		$	13,537		$	11,385		$	9,836		$	9,309		$	8,856
Net charge-offs as a % of average loans		0.08	%		0.17	%		0.16	%		0.03	%		0.02	%		0.05	%		0.09	%		0.01	%		0.00	%		0.09	%		0.16	%		0.03	%		0.02	%		0.05	%

TABLE IX - COMPONENTS OF THE ALLOWANCE FOR LOAN LOSSES


(In Thousands)	September 30,		As of December 31,										March 31,		As of December 31,
	2021		2020		2019		2018		2017		2016		2022		2021		2020		2019		2018		2017
ASC 310 - Impaired loans	$	883	$	925	$	1,051	$	1,605	$	1,279	$	674
ASC 450 - Collective segments:
ASC 310 - Impaired loans - individually evaluated													$	730	$	740	$	925	$	1,051	$	1,605	$	1,279
ASC 450 - Collectively evaluated:
Commercial		6,689		5,545		3,913		3,102		3,078		3,373		8,192		7,553		5,545		3,913		3,102		3,078
Residential mortgage		4,220		4,091		4,006		3,870		3,841		3,890		4,445		4,338		4,091		4,006		3,870		3,841
Consumer		237		239		281		233		159		138		237		235		239		281		233		159
Unallocated		671		585		585		499		499		398		667		671		585		585		499		499
Total Allowance	$	12,700	$	11,385	$	9,836	$	9,309	$	8,856	$	8,473	$	14,271	$	13,537	$	11,385	$	9,836	$	9,309	$	8,856

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TABLE X - PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS

AND TROUBLED DEBT RESTRUCTURINGS (TDRs)


(Dollars In Thousands)	September 30,			As of December 31,															March 31,			As of December 31,
	2021			2020			2019			2018			2017			2016			2022			2021			2020			2019			2018			2017
Impaired loans with a valuation allowance	$	7,225		$	8,082		$	3,375		$	4,851		$	4,100		$	3,372		$	6,528		$	6,540		$	8,082		$	3,375		$	4,851		$	4,100
Impaired loans without a valuation allowance		4,165			2,895			1,670			4,923			5,411			7,488			1,494			2,636			2,895			1,670			4,923			5,411
Purchased credit impaired loans		6,624			6,841			441			0			0			0			3,983			6,558			6,841			441			0			0
Total impaired loans	$	18,014		$	17,818		$	5,486		$	9,774		$	9,511		$	10,860		$	12,005		$	15,734		$	17,818		$	5,486		$	9,774		$	9,511
Total loans past due 30-89 days and still accruing	$	2,139		$	5,918		$	8,889		$	7,142		$	9,449		$	7,735		$	3,868		$	5,106		$	5,918		$	8,889		$	7,142		$	9,449
Nonperforming assets:
Purchased credit impaired loans	$	6,624		$	6,841		$	441		$	0		$	0		$	0		$	3,983		$	6,558		$	6,841		$	441		$	0		$	0	��
Other nonaccrual loans		14,717			14,575			8,777			13,113			13,404			8,736			10,962			12,441			14,575			8,777			13,113			13,404
Total nonaccrual loans		21,341			21,416			9,218			13,113			13,404			8,736			14,945			18,999			21,416			9,218			13,113			13,404
Total loans past due 90 days or more and still accruing		1,924			1,975			1,207			2,906			3,724			6,838			3,429			2,219			1,975			1,207			2,906			3,724
Total nonperforming loans		23,265			23,391			10,425			16,019			17,128			15,574			18,374			21,218			23,391			10,425			16,019			17,128
Foreclosed assets held for sale (real estate)		1,374			1,338			2,886			1,703			1,598			2,180			531			684			1,338			2,886			1,703			1,598
Total nonperforming assets	$	24,639		$	24,729		$	13,311		$	17,722		$	18,726		$	17,754		$	18,905		$	21,902		$	24,729		$	13,311		$	17,722		$	18,726
Loans subject to troubled debt restructurings (TDRs):
Performing	$	232		$	166		$	889		$	655		$	636		$	5,803		$	279		$	288		$	166		$	889		$	655		$	636
Nonperforming		5,591			7,285			1,737			2,884			3,027			2,874			3,954			5,517			7,285			1,737			2,884			3,027
Total TDRs	$	5,823		$	7,451		$	2,626		$	3,539		$	3,663		$	8,677		$	4,233		$	5,805		$	7,451		$	2,626		$	3,539		$	3,663

Total nonperforming loans as a % of loans		1.48	%		1.42	%		0.88	%		1.94	%		2.10	%		2.07	%		1.19	%		1.36	%		1.42	%		0.88	%		1.94	%		2.10	%
Total nonperforming assets as a % of assets		1.05	%		1.10	%		0.80	%		1.37	%		1.47	%		1.43	%		0.81	%		0.94	%		1.10	%		0.80	%		1.37	%		1.47	%
Allowance for loan losses as a % of total loans		0.81	%		0.69	%		0.83	%		1.12	%		1.09	%		1.13	%		0.93	%		0.87	%		0.69	%		0.83	%		1.12	%		1.09	%
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (a)		1.05	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%		1.11	%		1.08	%		1.05	%		0.93	%		1.12	%		1.09	%
Allowance for loan losses as a % of nonperforming loans		54.59	%		48.67	%		94.35	%		58.11	%		51.70	%		54.40	%		77.67	%		63.80	%		48.67	%		94.35	%		58.11	%		51.70	%

(a) Credit adjustment on purchased non-impaired loans at end of period	$	3,836		$	5,979		$	1,216		$	0		$	0		$	0		$	2,783		$	3,335		$	5,979		$	1,216		$	0		$	0
Allowance for loan losses		12,700			11,385			9,836			9,309			8,856			8,473			14,271			13,537			11,385			9,836			9,309			8,856
Total credit adjustment on purchased non-impaired loans at end of period and allowance for loan losses (1)	$	16,536		$	17,364		$	11,052		$	9,309		$	8,856		$	8,473		$	17,054		$	16,872		$	17,364		$	11,052		$	9,309		$	8,856
Total loans receivable	$	1,575,708		$	1,644,209		$	1,182,222		$	827,563		$	815,713		$	751,835		$	1,538,190		$	1,564,849		$	1,644,209		$	1,182,222		$	827,563		$	815,713
Credit adjustment on purchased non-impaired loans at end of period		3,836			5,979			1,216			0			0			0			2,783			3,335			5,979			1,216			0			0
Total (2)	$	1,579,544		$	1,650,188		$	1,183,438		$	827,563		$	815,713		$	751,835		$	1,540,973		$	1,568,184		$	1,650,188		$	1,183,438		$	827,563		$	815,713
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (1)/(2)		1.05	%		1.05	%		0.93	%		1.12	%		1.09	%		1.13	%		1.11	%		1.08	%		1.05	%		0.93	%		1.12	%		1.09	%

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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 ~~September 30, 2021,~~March 31, 2022, the Corporation maintained overnight interest-bearing deposits with the Federal Reserve Bank of Philadelphia and other correspondent banks totaling ~~$163,565,000.~~$85,775,000. The Corporation’s cash position ~~throughout 2021 has been~~at March 31, 2022 was elevated in comparison to historical (pre-pandemic) 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 ~~$14,936,000~~$12,817,000 at ~~September 30, 2021.~~March 31, 2022.

The Corporation’s outstanding, available, and total credit facilities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:


	Outstanding				Available				Total Credit				Outstanding				Available				Total Credit
(In Thousands)	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,		March 31,		December 31,		March 31,		December 31,		March 31,		December 31,
	2021		2020		2021		2020		2021		2020		2022		2021		2022		2021		2022		2021
Federal Home Loan Bank of Pittsburgh	$	43,835	$	72,222	$	709,012	$	698,977	$	752,847	$	771,199	$	26,382	$	33,311	$	731,429	$	723,557	$	757,811	$	756,868
Federal Reserve Bank Discount Window		0		0		14,482		14,654		14,482		14,654		0		0		12,429		13,642		12,429		13,642
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	$	43,835	$	72,222	$	768,494	$	758,631	$	812,329	$	830,853	$	26,382	$	33,311	$	788,858	$	782,199	$	815,240	$	815,510

At ~~September 30,~~March 31, 2022, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings of $20,348,000 and letters of credit totaling $6,034,000. At December 31, 2021, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings of ~~$38,251,000~~$27,727,000 and letters of credit totaling $5,584,000. 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 98 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 ~~September 30, 2021,~~March 31, 2022, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was ~~$214,072,000.~~$328,909,000.

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 ~~September 30, 2021;~~March 31, 2022; however, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Details concerning capital ratios at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are presented below. Management believes, as of ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 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
September 30, 2021:
March 31, 2022:
Total capital to risk-weighted assets:
Consolidated	$	283,197	18.57	%	N/A	N/A		N/A	N/A		N/A	N/A		$	160,164	≥10.5	%	$	288,530	18.23	%	N/A	N/A		N/A	N/A		N/A	N/A		$	166,142	≥10.5	%
C&N Bank		248,651	16.35	%	121,688	≥8	%	159,716	≥10.5	%	152,110	≥10	%		159,716	≥10.5	%		256,215	16.26	%	126,278	≥8	%	165,740	≥10.5	%	157,848	≥10	%		165,740	≥10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		236,959	15.53	%	N/A	N/A		N/A	N/A		N/A	N/A			129,657	≥8.5	%		240,568	15.20	%	N/A	N/A		N/A	N/A		N/A	N/A			134,496	≥8.5	%
C&N Bank		235,401	15.48	%	91,266	≥6	%	129,294	≥8.5	%	121,688	≥8	%		129,294	≥8.5	%		241,284	15.29	%	94,709	≥6	%	134,171	≥8.5	%	126,278	≥8	%		134,171	≥8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		236,959	15.53	%	N/A	N/A		N/A	N/A		N/A	N/A			106,776	≥7	%		240,568	15.20	%	N/A	N/A		N/A	N/A		N/A	N/A			110,762	≥7	%
C&N Bank		235,401	15.48	%	68,450	≥4.5	%	106,477	≥7.0	%	98,872	≥6.5	%		106,477	≥7	%		241,284	15.29	%	71,032	≥4.5	%	110,494	≥7.0	%	102,601	≥6.5	%		110,494	≥7	%
Tier 1 capital to average assets:
Consolidated		236,959	10.34	%	N/A	N/A		N/A	N/A		N/A	N/A			183,266	≥8	%		240,568	10.59	%	N/A	N/A		N/A	N/A		N/A	N/A			181,748	≥8	%
C&N Bank		235,401	10.35	%	90,961	≥4	%	N/A	N/A		113,702	≥5	%		181,923	≥8	%		241,284	10.70	%	90,215	≥4	%	N/A	N/A		112,769	≥5	%		180,430	≥8	%

December 31, 2020:
December 31, 2021:
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	%	$	287,614	18.21	%	N/A	N/A		N/A	N/A		N/A	N/A		$	165,846	≥10.5	%
C&N Bank		236,943	15.98	%	118,602	≥8	%	155,665	≥10.5	%	148,252	≥10	%		155,665	≥10.5	%		252,606	16.04	%	126,012	≥8	%	165,390	≥10.5	%	157,514	≥10	%		165,390	≥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	%		240,433	15.22	%	N/A	N/A		N/A	N/A		N/A	N/A			134,256	≥8.5	%
C&N Bank		225,058	15.18	%	88,951	≥6	%	126,015	≥8.5	%	118,602	≥8	%		126,015	≥8.5	%		238,434	15.14	%	94,509	≥6	%	133,887	≥8.5	%	126,012	≥8	%		133,887	≥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	%		240,433	15.22	%	N/A	N/A		N/A	N/A		N/A	N/A			110,564	≥7	%
C&N Bank		225,058	15.18	%	66,714	≥4.5	%	103,777	≥7.0	%	96,364	≥6.5	%		103,777	≥7	%		238,434	15.14	%	70,881	≥4.5	%	110,260	≥7.0	%	102,384	≥6.5	%		110,260	≥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	%		240,433	10.53	%	N/A	N/A		N/A	N/A		N/A	N/A			182,683	≥8	%
C&N Bank		225,058	10.12	%	88,959	≥4	%	N/A	N/A		111,199	≥5	%		177,919	≥8	%		238,434	10.52	%	90,688	≥4	%	N/A	N/A		113,360	≥5	%		181,376	≥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. In the ~~third~~first quarter ~~2021, 230,404~~2022, 129,867 shares were repurchased for a total cost of ~~$5,707,000,~~$3,227,000, at an average price of ~~$24.77~~$24.85 per share. Cumulatively through ~~September 30, 2021, 292,100~~March 31, 2022, 428,926 shares have been repurchased for a total cost of ~~$7,238,000,~~$10,639,000, at an average price of ~~$24.78~~$24.80 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 ~~September 30, 2021,~~March 31, 2022, 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 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 ~~September 30, 2021,~~March 31, 2022, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was ~~8.35%~~8.23%.

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~~accumulated other comprehensive (loss) income within stockholders’ equity. Accumulated other comprehensive (loss) income is excluded from the Bank’s and Corporation’s regulatory capital ratios. The balance in ~~Accumulated Other Comprehensive Income~~accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $20,492,000 at March 31, 2022 as compared to the balance in accumulated other comprehensive income related to unrealized gains on available-for-sale debt securities, net of deferred income tax ~~amounted to $6,300,000 at September 30, 2021 and $11,676,000~~of $4,809,000 at December 31, ~~2020.~~2021. The decrease in stockholders’ equity in the first quarter 2022 from the change in accumulated other comprehensive (loss) income resulted from an increase in interest rates. Changes in accumulated other comprehensive (loss) 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. The securities section of Management’s Discussion and Analysis and Note 65 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 ~~September 30, 2021.~~March 31, 2022.

INFLATION

Inflation affects the cost of labor, supplies and services used to provide banking services as well as interest rates. After many years of low inflation, disruptions to labor markets and supply chains triggered by the COVID-19 pandemic and government policies, have led to high inflation. The annual inflation rate for the 12-month period ended March 31, 2022, based on changes in the Consumer Price Index, was 8.5%. The 8.5% increase was the largest 12-month advance since 1981.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The Corporation is significantly affected by the Federal Reserve Board’s efforts to control inflation through changes in short-term interest rates. In March of 2020, in response to significant concerns about the impact of the COVID-19 pandemic on the U.S. economy, the Federal Reserve lowered the fed funds target rate (at the high end of the range) from 1.75% to 0.25% and resumed injections of massive amounts of liquidity into the nation’s monetary system through a variety of programs including purchases of large amounts of securities. At its March 15-16, 2022 meeting, the Federal Open Market Committee (FOMC) changed course, raising the high end of the fed funds target rate to 0.50% and announcing that it anticipates ongoing increases to its target rate will be appropriate and that it expects to begin reducing its holdings of securities at a coming meeting. The Committee noted its desire to achieve maximum employment and inflation at a rate of 2 percent over the longer run.

Although management cannot predict future changes in the rates of inflation, management monitors the impact of economic trends, including indicators of inflationary pressures, in managing interest rate and other financial risks.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices of the Corporation’s financial instruments. In addition to the effects of interest rates, the market prices of the Corporation’s debt securities within the available-for-sale securities portfolio are affected by fluctuations in the risk premiums (amounts of spread over risk-free rates) demanded by investors. Management attempts to limit the risk that economic conditions would force the Corporation to sell securities for realized losses by maintaining a strong capital position (discussed in the “Stockholders’ Equity and Capital Adequacy” section of Management’s Discussion and Analysis) and ample sources of liquidity (discussed in the “Liquidity” section of Management’s Discussion and Analysis).

The Corporation’s major category of market risk, interest rate risk, is discussed in the following section.

INTEREST RATE RISK

Business risk arising from changes in interest rates is an inherent factor in operating a bank. A significant portion of the Corporation’s assets are long-term, fixed-rate loans and debt securities. Funding for these assets comes principally from shorter-term deposits and borrowed funds. Accordingly, there is an inherent risk of lower future earnings or decline in fair value of the Corporation’s financial instruments when interest rates change.

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the market value of portfolio equity. For purposes of these calculations, the market value of portfolio equity includes the fair values of financial instruments, such as securities, loans, deposits and borrowed funds, and the book values of nonfinancial assets and liabilities, such as premises and equipment and accrued expenses. The model measures and projects the amount of potential changes in net interest income, and calculates the discounted present value of anticipated cash flows of financial instruments, assuming an immediate increase or decrease in interest rates. Management ordinarily runs a variety of scenarios within a range of plus or minus 100-400 basis points of current rates.

The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage-backed securities and call activity on other investment securities. Actual results could vary significantly from these estimates, which could result in significant differences in the calculations of projected changes in net interest income and market value of portfolio equity. Also, the model does not make estimates related to changes in the composition of the deposit portfolio that could occur due to rate competition, and the table does not necessarily reflect changes that management would make to realign the portfolio as a result of changes in interest rates.

The Corporation’s Board of Directors has established policy guidelines for acceptable levels of interest rate risk, based on an immediate increase or decrease in interest rates. The policy limits acceptable fluctuations in net interest income from the baseline (flat rates) one-year scenario and variances in the market value of portfolio equity from the baseline values based on current rates.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Table XI, which follows this discussion, is based on the results of calculations performed using the simulation model as of March 31, 2022 and December 31, 2021. The table shows the Corporation is asset-sensitive, meaning the amounts of net interest income and market value of portfolio equity increase in the upward rate scenarios and decrease in the downward rate scenarios. The table also shows that as of the respective dates, the changes in net interest income and changes in market value were within the policy limits in all scenarios.

TABLE XI – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES


March 31, 2022 Data
(In Thousands)	Period Ending March 31, 2023

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	101,995	$	17,804		$	84,191		19.5	%	25.0	%
+300		95,469		14,798			80,671		14.5	%	20.0	%
+200		89,022		11,793			77,229		9.6	%	15.0	%
+100		82,584		8,788			73,796		4.7	%	10.0	%
0		76,265		5,783			70,482		0.0	%	0.0	%
-100		72,037		4,664			67,373		(4.4)	%	10.0	%
-200		69,795		4,238			65,557		(7.0)	%	15.0	%

	Market Value of Portfolio Equity at March 31, 2022

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	498,635		10.0	%		50.0	%
+300		488,691		7.8	%		45.0	%
+200		478,667		5.6	%		35.0	%
+100		466,970		3.0	%		25.0	%
0		453,227		0.0	%		0.0	%
-100		435,057		(4.0)	%		25.0	%
-200		409,709		(9.6)	%		35.0	%

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q


December 31, 2021 Data
(In Thousands)	Period Ending December 31, 2022

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	98,839	$	18,142		$	80,697		19.1	%	25.0	%
+300		92,438		15,061			77,377		14.2	%	20.0	%
+200		86,112		11,981			74,131		9.4	%	15.0	%
+100		79,740		8,900			70,840		4.5	%	10.0	%
0		73,536		5,760			67,776		0.0	%	0.0	%
-100		70,118		4,820			65,298		(3.7)	%	10.0	%
-200		68,824		4,503			64,321		(5.1)	%	15.0	%

	Market Value of Portfolio Equity at December 31, 2021

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	471,951		14.1	%		50.0	%
+300		459,810		11.1	%		45.0	%
+200		447,354		8.1	%		35.0	%
+100		431,856		4.4	%		25.0	%
0		413,767		0.0	%		0.0	%
-100		388,721		(6.1)	%		25.0	%
-200		365,331		(11.7)	%		35.0	%

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. 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.

~~Table of Contents~~There were no significant changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.

~~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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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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.~~

February 22, 2022.

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

Issuer Purchases of Equity Securities

Effective February 18, 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 the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. As of ~~September 30, 2021, 292,100~~March 31, 2022, 428,926 shares have been repurchased under the repurchase program. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases 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 ~~third~~first quarter ~~2021.~~2022.

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

July 1 - 31, 2021

103,555

24.82

165,251

834,749

August 1 - 31, 2021

62,993

24.89

228,244

771,756

September 1 - 30, 2021

63,856

24.56

292,100

707,900

January 1 - 31, 2022

10,000

25.00

309,059

690,941

February 1 - 28, 2022

23,413

24.88

332,472

667,528

March 1 - 31, 2022

96,454

24.83

428,926

571,074

Item 3. Defaults Upon Senior Securities

None

~~Table of Contents~~

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

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

7058

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

~~Item~~ Item��6. Exhibits

2.3.1	~~Plan~~Articles of ~~acquisition, reorganization, arrangement, liquidation or succession:~~Incorporation	Filed herewith

~~2.1~~3.2	~~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~~By-laws	Incorporated by reference to Exhibit 3.1 of ~~the~~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~~February 18, 2022

4.	Instruments defining the rights of Security holders, including Indentures

4.1	Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee	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~~	~~Indemnification Agreement dated July 12, 2021 between the Corporation and Kate Shattuck~~	~~Filed herewith~~

~~10.2~~	~~Form of Subordinated Note Purchase Agreement~~	~~Incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed May 19, 2021~~

~~10.3~~	~~Form of Registration Rights Agreement~~	~~Incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed May 19, 2021~~

~~10.4~~	~~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~~

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

~~23.~~	~~Consents of experts and counsel~~	~~Not applicable~~

~~Table of Contents~~

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


~~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

7259

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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


~~November 8, 2021~~May 6, 2022		By: /s/ J. Bradley Scovill
Date		President and Chief Executive Officer



~~November 8, 2021~~May 6, 2022		By: /s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

7360


Three Months Ended September 30, 2021	June 30, 2021								September 30, 2021
(In Thousands)	Balance		Charge-offs		Recoveries		Provision (Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	3,452	$	0	$	0	$	368	$	3,820
Commercial and industrial		2,781		(1,194)		6		947		2,540
Commercial construction and land		452		0		0		107		559
Loans secured by farmland		113		0		0		(1)		112
Multi-family (5 or more) residential		150		0		0		46		196
Agricultural loans		25		0		0		8		33
Other commercial loans		145		0		0		28		173
Total commercial		7,118		(1,194)		6		1,503		7,433
Residential mortgage:
Residential mortgage loans - first liens		3,536		0		1		29		3,566
Residential mortgage loans - junior liens		327		0		0		(6)		321
Home equity lines of credit		294		0		0		(11)		283
1-4 Family residential construction		198		0		0		(9)		189
Total residential mortgage		4,355		0		1		3		4,359
Consumer		231		(26)		8		24		237
Unallocated		671		0		0		0		671
Total Allowance for Loan Losses	$	12,375	$	(1,220)	$	15	$	1,530	$	12,700


(In Thousands)	As of September 30, 2021								As of December 31, 2020
	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
Commercial:
Commercial loans secured by real estate	$	547,885	$	142	$	5,362	$	553,389	$	529,998	$	66	$	1,746	$	531,810
Commercial and industrial		151,119		218		907		152,244		158,523		55		999		159,577
Paycheck Protection Program - 1st Draw		5,747		0		0		5,747		132,269		0		0		132,269
Paycheck Protection Program - 2nd Draw		56,981		0		0		56,981		0		0		0		0
Political subdivisions		73,503		0		0		73,503		53,221		0		0		53,221
Commercial construction and land		53,125		142		0		53,267		42,590		284		0		42,874
Loans secured by farmland		10,667		31		114		10,812		11,419		95		222		11,736
Multi-family (5 or more) residential		52,962		0		0		52,962		53,860		1,951		0		55,811
Agricultural loans		3,026		0		66		3,092		3,091		2		71		3,164
Other commercial loans		17,312		0		0		17,312		17,289		0		0		17,289
Total commercial		972,327		533		6,449		979,309		1,002,260		2,453		3,038		1,007,751

Residential mortgage:
Residential mortgage loans - first liens		489,339		2,212		2,825		494,376		523,191		5,703		4,053		532,947
Residential mortgage loans - junior liens		24,200		32		71		24,303		27,009		111		191		27,311
Home equity lines of credit		38,059		342		64		38,465		38,919		101		281		39,301
1-4 Family residential construction		21,719		0		0		21,719		20,457		156		0		20,613
Total residential mortgage		573,317		2,586		2,960		578,863		609,576		6,071		4,525		620,172
Consumer		17,447		48		41		17,536		16,063		83		140		16,286
Totals	$	1,563,091	$	3,167	$	9,450	$	1,575,708	$	1,627,899	$	8,607	$	7,703	$	1,644,209


	3rd Quarter 2021								3rd Quarter 2020
	Income						Diluted		Income						Diluted
	Before						Earnings		Before						Earnings
	Income		Income				per		Income		Income				per
	Tax		Tax		Net		Common		Tax		Tax		Net		Common
	Provision		Provision		Income		Share		Provision		Provision		Income		Share
Earnings Under U.S. GAAP	$	8,965	$	1,566	$	7,399	$	0.47	$	3,286	$	438	$	2,848	$	0.18
Add: Merger-Related Expenses (1)		0		0		0				6,402		1,307		5,095
Adjusted Earnings (Non-U.S. GAAP)	$	8,965	$	1,566	$	7,399	$	0.47	$	9,688	$	1,745	$	7,943	$	0.50