シチズンズ&ノーザンの四半期報告

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

◻ 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)	15,361,113 Shares Outstanding on May 3, 2023

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CITIZENS & NORTHERN CORPORATION

Index


Part I. Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited) – March 31, 2023 and December 31, 2022			Page 3

Consolidated Statements of Income (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022			Page 4

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022			Page 5

Consolidated Statements of Cash Flows (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022			Page 6

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three-month Periods Ended March 31, 2023 and 2022			Page 7

Notes to Unaudited Consolidated Financial Statements			Pages 8 – 37

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			Pages 38 – 56

Item 3. Quantitative and Qualitative Disclosures About Market Risk			Pages 56 – 58

Item 4. Controls and Procedures			Page 58

Part II. Other Information			Pages 58 – 61

Signatures			Page 62

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

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


	March 31,		December 31,
	2023		2022
ASSETS
Cash and due from banks:
Noninterest-bearing	$	23,283	$	25,811
Interest-bearing		28,929		29,237
Total cash and due from banks		52,212		55,048
Available-for-sale debt securities, at fair value		472,814		498,033

Loans receivable		1,745,139		1,740,040
Allowance for credit losses on loans		(18,346)		(16,615)
Loans, net		1,726,793		1,723,425

Bank-owned life insurance		31,352		31,214
Accrued interest receivable		8,805		8,653
Bank premises and equipment, net		21,277		21,574
Foreclosed assets held for sale		459		275
Deferred tax asset, net		18,914		20,884
Goodwill		52,505		52,505
Core deposit intangibles, net		2,775		2,877
Other assets		41,966		39,819
TOTAL ASSETS	$	2,429,872	$	2,454,307

LIABILITIES
Deposits:
Noninterest-bearing	$	544,556	$	563,843
Interest-bearing		1,371,484		1,433,750
Total deposits		1,916,040		1,997,593
Short-term borrowings		93,396		80,062
Long-term borrowings - FHLB advances		98,701		62,347
Senior notes, net		14,781		14,765
Subordinated debt, net		24,634		24,607
Accrued interest and other liabilities		26,752		25,608
TOTAL LIABILITIES		2,174,304		2,204,982

STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation
preference per share; no shares issued		0		0
Common stock, par value $1.00 per share; authorized 30,000,000 shares;
issued 16,030,172 and outstanding 15,485,035 at March 31, 2023;
issued 16,030,172 and outstanding 15,518,819 at December 31, 2022		16,030		16,030
Paid-in capital		143,395		143,950
Retained earnings		151,990		151,743
Treasury stock, at cost; 545,137 shares at March 31, 2023 and 511,353
shares at December 31, 2022		(13,050)		(12,520)
Accumulated other comprehensive loss		(42,797)		(49,878)
TOTAL STOCKHOLDERS' EQUITY		255,568		249,325
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	2,429,872	$	2,454,307

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Income

(In Thousands Except Per Share Data) (Unaudited)


	Three Months Ended
	March 31,		March 31,
	2023		2022
INTEREST INCOME
Interest and fees on loans:
Taxable	$	22,431	$	18,549
Tax-exempt		571		454
Income from available-for-sale debt securities:
Taxable		2,211		1,969
Tax-exempt		640		722
Other interest and dividend income		286		79
Total interest and dividend income		26,139		21,773
INTEREST EXPENSE
Interest on deposits		3,230		910
Interest on short-term borrowings		1,097		1
Interest on long-term borrowings - FHLB advances		681		49
Interest on senior notes, net		120		118
Interest on subordinated debt, net		230		363
Total interest expense		5,358		1,441
Net interest income		20,781		20,332
(Credit) provision for credit losses		(352)		891
Net interest income after (credit) provision for credit losses		21,133		19,441
NONINTEREST INCOME
Trust revenue		1,777		1,786
Brokerage and insurance revenue		430		522
Service charges on deposit accounts		1,290		1,235
Interchange revenue from debit card transactions		1,007		963
Net gains from sale of loans		74		382
Loan servicing fees, net		122		210
Increase in cash surrender value of life insurance		138		135
Other noninterest income		771		588
Realized gains on available-for-sale debt securities, net		7		2
Total noninterest income		5,616		5,823
NONINTEREST EXPENSE
Salaries and employee benefits		11,427		10,607
Net occupancy and equipment expense		1,402		1,411
Data processing and telecommunications expense		1,936		1,623
Automated teller machine and interchange expense		475		384
Pennsylvania shares tax		403		488
Professional fees		937		489
Other noninterest expense		2,507		1,884
Total noninterest expense		19,087		16,886
Income before income tax provision		7,662		8,378
Income tax provision		1,409		1,483
NET INCOME	$	6,253	$	6,895
EARNINGS PER COMMON SHARE - BASIC	$	0.40	$	0.44
EARNINGS PER COMMON SHARE - DILUTED	$	0.40	$	0.44

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands) (Unaudited)


	Three Months Ended
	March 31,		March 31,
	2023		2022
Net income	$	6,253	$	6,895

Available-for-sale debt securities:
Unrealized holding gains (losses) on available-for-sale debt securities		8,993		(32,025)
Reclassification adjustment for gains realized in income		(7)		(2)
Other comprehensive income (loss) on available-for-sale debt securities		8,986		(32,027)

Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		(8)		133
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(14)		(11)
Other comprehensive (loss) income on pension and postretirement obligations		(22)		122

Other comprehensive income (loss) before income tax		8,964		(31,905)
Income tax related to other comprehensive (income) loss		(1,883)		6,701

Net other comprehensive income (loss)		7,081		(25,204)

Comprehensive income (loss)	$	13,334	$	(18,309)

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (Unaudited)


	Three Months Ended
	March 31,		March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,253	$	6,895
Adjustments to reconcile net income to net cash provided by operating activities:
(Credit) provision for credit losses		(352)		891
Realized gains on available-for-sale debt securities, net		(7)		(2)
Net amortization of securities		530		714
Increase in cash surrender value of life insurance		(138)		(135)
Depreciation and amortization of bank premises and equipment		570		507
Net accretion of purchase accounting adjustments		(84)		(340)
Stock-based compensation		377		368
Deferred income taxes		526		770
Decrease (increase) in fair value of servicing rights		83		(2)
Gains on sales of loans, net		(74)		(382)
Origination of loans held for sale		(2,493)		(14,752)
Proceeds from sales of loans held for sale		2,265		13,661
Increase in accrued interest receivable and other assets		(851)		(963)
Increase (decrease) in accrued interest payable and other liabilities		2,982		(1,663)
Other		(38)		81
Net Cash Provided by Operating Activities		9,549		5,648
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of certificates of deposit		1,250		0
Proceeds from sales of available-for-sale debt securities		16,658		0
Proceeds from calls and maturities of available-for-sale debt securities		17,024		18,746
Purchase of available-for-sale debt securities		(2,000)		(62,949)
Redemption of Federal Home Loan Bank of Pittsburgh stock		3,634		337
Purchase of Federal Home Loan Bank of Pittsburgh stock		(5,462)		(282)
Net (increase) decrease in loans		(4,392)		26,807
Purchase of premises and equipment		(276)		(993)
Proceeds from sale of foreclosed assets		0		139
Other		70		75
Net Cash Provided by (Used in) Investing Activities		26,506		(18,120)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits		(81,536)		35,952
Net increase in short-term borrowings		13,334		554
Proceeds from long-term borrowings - FHLB advances		43,403		0
Repayments of long-term borrowings - FHLB advances		(7,026)		(7,380)
Sale of treasury stock		0		141
Purchases of treasury stock		(1,865)		(3,380)
Common dividends paid		(3,951)		(4,017)
Net Cash (Used in) Provided by Financing Activities		(37,641)		21,870
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,586)		9,398
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		47,698		95,848
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	46,112	$	105,246
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(Decrease) increase in accrued purchase of available-for-sale debt securities	$	(2,000)	$	3,770
Assets acquired through foreclosure of real estate loans	$	184	$	0
Interest paid	$	4,836	$	1,116
Income taxes paid	$	64	$	46

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Changes in Stockholders’ Equity

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


									Accumulated
									Other
	Common	Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
Three Months Ended March 31, 2023	Shares	Shares	Stock		Capital		Earnings		(Loss) Income		Stock		Total
Balance, December 31, 2022	16,030,172	511,353	$	16,030	$	143,950	$	151,743	$	(49,878)	$	(12,520)	$	249,325
Adoption of ASU 2016-13 (CECL)								(1,652)						(1,652)
Net income								6,253						6,253
Other comprehensive income, net										7,081				7,081
Cash dividends declared on common stock, $.28 per share								(4,354)						(4,354)
Shares issued for dividend reinvestment plan		(17,695)				(29)						432		403
Restricted stock granted		(53,788)				(1,314)						1,314		0
Forfeiture of restricted stock		19,222				411						(411)		0
Stock-based compensation expense						377								377
Purchase of restricted stock for tax withholding		8,615										(203)		(203)
Treasury stock purchases		77,430										(1,662)		(1,662)
Balance, March 31, 2023	16,030,172	545,137	$	16,030	$	143,395	$	151,990	$	(42,797)	$	(13,050)	$	255,568

Three Months Ended March 31, 2022
Balance, December 31, 2021	16,030,172	271,082	$	16,030	$	144,453	$	142,612	$	5,026	$	(6,716)	$	301,405
Net income								6,895						6,895
Other comprehensive loss, net										(25,204)				(25,204)
Cash dividends declared on common stock, $.28 per share								(4,434)						(4,434)
Shares issued for dividend reinvestment plan		(16,134)				12						405		417
Shares issued from treasury related to exercise of stock options		(7,024)				(34)						175		141
Restricted stock granted		(78,243)				(1,932)						1,932		0
Forfeiture of restricted stock		6,072				124						(124)		0
Stock-based compensation expense						368								368
Purchase of restricted stock for tax withholding		6,054										(153)		(153)
Treasury stock purchases		129,642										(3,227)		(3,227)
Balance, March 31, 2022	16,030,172	311,449	$	16,030	$	142,991	$	145,073	$	(20,178)	$	(7,708)	$	276,208

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, 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, 2022, 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 2022 information has been reclassified for consistency with the 2023 presentation.

Operating results reported for the three-month period ended March 31, 2023 might not be indicative of the results for the year ending December 31, 2023. 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 the consolidated financial statements issued in the near future.

Recent Accounting Pronouncements - Adopted

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated (“PCD”) loans will receive an initial allowance at the acquisition date that represents an adjustment to the amortized cost basis of the loan, with no impact to earnings.

In addition, CECL made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell. The Corporation adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available for sale debt securities was not necessary.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Effective January 1, 2023, the Corporation adopted ASC 326 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”). The following table illustrates the impact on the allowance for credit losses from the adoption of ASC 326:


	As Reported
	Under		Pre-ASC 326		Impact of
	ASC 326		Adoption		ASC 326
(In Thousands)	January 1, 2023		December 31, 2022		Adoption
Loans receivable	$	1,740,846	$	1,740,040	$	806
Allowance for credit losses on loans		18,719		16,615		2,104
Allowance for credit losses on off-balance sheet exposures (included in accrued interest and other liabilities)		1,218		425		793
Deferred tax asset, net		21,323		20,884		439
Retained earnings		150,091		151,743		(1,652)

The Corporation adopted ASC 326 using the prospective transition approach for PCD assets that were previously classified as purchased credit impaired (“PCI”) under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of PCD assets was adjusted to establish the allowance for credit losses. Essentially all of the PCD loans were reported as nonaccrual loans at January 1, 2023 and March 31, 2023.

ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This update reduces the complexity of accounting for Troubled Debt Restructurings (“TDRs”) by eliminating certain accounting guidance, enhancing disclosures and improving the consistency of vintage disclosures. The Corporation adopted ASU 2022-02 on January 1, 2023. Changes in disclosure requirements in accordance with ASU 2022-02 are reflected in Note 6. The adoption of ASU 2022-02 did not have a material impact on the consolidated financial statements.

Accounting Policies

The Corporation’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited consolidated financial statements and notes for the year ended December 31, 2022 and are contained in the Corporation’s Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:

Allowance for Credit Losses – Available-for-Sale Debt Securities

For available-for-sale debt securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Corporation has the intent to sell the security or it is more likely than not that the Corporation will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.

If either of the above criteria is not met, the Corporation evaluates whether the decline in fair value is the result of credit losses or other factors. The Corporation has elected the practical expedient of zero credit loss estimates for securities issued or guaranteed by U.S. Government entities or agencies. In making the credit loss assessment of securities not issued or guaranteed by U.S. Government entities or agencies, the Corporation may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance for credit losses when management believes an available-for-sale debt security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At March 31, 2023, there was no allowance for credit losses related to the available-for-sale portfolio.

Accrued interest receivable on available-for-sale debt securities totaled $2,659,000 at March 31, 2023 and was excluded from the estimate of credit losses.

Allowance for Credit Losses on Loans

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Accrued interest receivable on loans totaled $6,109,000 at March 31, 2023 and was excluded from the estimate of credit losses.

The allowance for credit losses (“ACL”) includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis).

Evaluation of Expected Losses on Individual Loans

Loans evaluated on an individual basis are identified based on a detailed assessment of certain larger loan relationships, and their related credit risk ratings, by a management committee referred to as the Watch List Committee. The allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Corporation will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

The scope of loans reviewed individually for credit loss each quarter includes all commercial loan relationships greater than $200,000 and any residential mortgage or consumer loans of $400,000 or more for which there is at least one extension of credit graded Special Mention, Substandard or Doubtful. Additionally, all PCD loans are evaluated individually for credit loss.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Collective Evaluation of Expected Losses – Pool Basis

The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Corporation has identified the following portfolio segments and calculates the allowance for credit losses for each using the weighted-average remaining maturity (“WARM”) method:

Commercial real estate - nonowner occupied, further broken down into the following classes:

Nonowner occupied

Multi-family (5 or more) residential

1-4 Family - commercial purpose

Commercial real estate - owner occupied

All other commercial loans, further broken down into the following classes:

Commercial and industrial

Commercial lines of credit

Political subdivisions

Commercial construction and land

Other commercial loans

Residential mortgage loans, further broken down into the following classes:

1-4 Family – residential

1-4 Family residential construction

Consumer loans, further broken down into the following classes:

Consumer lines of credit (including HELOCs)

All other consumer

In determining the pools for collective evaluation, management used a combination of loan purpose, collateral and payment type (for example, lines of credit vs. amortizing). The pools identified are similar to the loan classes used in the Corporation’s financial reporting for several years, with several exceptions including the following which are of the most significance:

●

Commercial real estate secured loans are broken out between non-owner occupied and owner-occupied

●

Loans secured by 1-4 family residential mortgages are broken out between consumer-purpose and commercial-purpose

●

Commercial lines of credit are broken out as an individual category

Each of these changes was made to better sort loans into pools with similar risk and cash flow characteristics.

Estimation Method - WARM (Weighted-Average Remaining Maturity Method)

In applying the WARM method, for each pool identified above, the Corporation determined the annual net charge-offs as a percentage of average total loan balances (net charge-off percentage). In the January 1, 2023 calculation, the Corporation used the annualized net charge-off percentage over the prior 5 calendar years. In the March 31, 2023 calculation, the Corporation used the net charge-off percentage for the 5.25-year period ended March 31, 2023. For each loan pool, the average annualized net charge-off percentage was multiplied by the estimated weighted-average remaining average life of the loans to calculate the loss rate.

The calculation of the estimated weighted-average remaining life of each loan pool was based on instrument-level data, with contractual principal payments adjusted for the estimated impact of prepayments. Commercial lines of credit and other revolving credit facilities were generally assumed to repay after 1 year. The estimated weighted-average remaining life of the entire portfolio was calculated to be 4.31 years at March 31, 2023 and 4.36 years at January 1, 2023. Management determined that use of the Corporation’s net charge-off experience over a 5.25-year period at March 31, 2023 and 5-year period at January 1, 2023 would provide a reasonable time period to include in the WARM expected loss rate calculations in relationship to the weighted-average life of the portfolio overall and to each of the pools.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Qualitative Factors

The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments generally increase allowance levels and include adjustments for factors deemed relevant, including: the nature and volume of portfolio changes, including loan portfolio growth; concentrations of credit based on loan type (such as non-owner occupied commercial real estate) or industry; the volume and severity of past due, nonaccrual or adversely classified loans; trends in real estate or other collateral values; lending policies and procedures, including changes in underwriting and collections practices; credit review function; lending, credit and other relevant management experience and risk tolerance; external factors and economic conditions not already captured.

Economic Forecast

ASC Topic 326 requires management to consider forward-looking information that is both reasonable and supportable and relevant to the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a financial asset or a period shorter than the contractual term. In that regard, management has selected a forecast period of 2 years, which is shorter than the estimated weighted-average remaining life of the loan portfolio.

The Corporation calculated an additional expected credit loss based on establishing a correlation between past loss experience and an economic statistic. This additional credit loss is added to the allowance calculation, conceptually for the first 2 years of the weighted-average remaining life of the portfolio after which time the credit loss for each pool is determined based on the WARM historical loss rate as adjusted for qualitative factors.

Allowance for Credit Losses on Off-Balance Sheet Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Corporation records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Corporation’s statements of income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for off-balance sheet exposures is included in accrued interest and other liabilities in the Corporation’s unaudited consolidated balance sheets and the related credit expense is recorded in the (credit) provision for credit losses in the unaudited consolidated statements of income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

2. 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.


(In Thousands, Except Share and Per Share Data)	Three Months Ended
	March 31,		March 31,
	2023		2022
Basic
Net income	$	6,253	$	6,895
Less: Dividends and undistributed earnings allocated to participating securities		(52)		(60)
Net income attributable to common shares	$	6,201	$	6,835
Basic weighted-average common shares outstanding		15,409,680		15,645,474
Basic earnings per common share (a)	$	0.40	$	0.44
Diluted
Net income attributable to common shares	$	6,201	$	6,835
Basic weighted-average common shares outstanding		15,409,680		15,645,474
Dilutive effect of potential common stock arising from stock options		937		3,701
Diluted weighted-average common shares outstanding		15,410,617		15,649,175
Diluted earnings per common share (a)	$	0.40	$	0.44
Weighted-average nonvested restricted shares outstanding		128,435		138,141

(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 no anti-dilutive instruments in the three-month periods ended March 31, 2023 and 2022.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

3. COMPREHENSIVE INCOME (LOSS)

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


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Three Months Ended March 31, 2023
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities	$	8,993	$	(1,888)	$	7,105
Reclassification adjustment for (gains) realized in income		(7)		1		(6)
Other comprehensive income from available-for-sale debt securities		8,986		(1,887)		7,099
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		(8)		1		(7)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(14)		3		(11)
Other comprehensive loss on unfunded retirement obligations		(22)		4		(18)
Total other comprehensive income	$	8,964	$	(1,883)	$	7,081


(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
Three Months Ended March 31, 2022
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities	$	(32,025)	$	6,726	$	(25,299)
Reclassification adjustment for (gains) realized in income		(2)		0		(2)
Other comprehensive loss from available-for-sale debt securities	$	(32,027)	$	6,726	$	(25,301)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		133		(27)		106
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(11)		2		(9)
Other comprehensive income on unfunded retirement obligations		122		(25)		97
Total other comprehensive loss	$	(31,905)	$	6,701	$	(25,204)

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


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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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


(In Thousands)	Unrealized				Accumulated
	(Losses)		Unfunded		Other
	Gains		Retirement		Comprehensive
	on Securities		Obligations		(Loss) Income
Three Months Ended March 31, 2023
Balance, beginning of period	$	(50,370)	$	492	$	(49,878)
Other comprehensive income during three months ended March 31, 2023		7,099		(18)		7,081
Balance, end of period	$	(43,271)	$	474	$	(42,797)

Three Months Ended March 31, 2022
Balance, beginning of period	$	4,809	$	217	$	5,026
Other comprehensive loss during three months ended March 31, 2022		(25,301)		97		(25,204)
Balance, end of period	$	(20,492)	$	314	$	(20,178)

4. CASH AND DUE FROM BANKS

Cash and due from banks at March 31, 2023 and December 31, 2022 include the following:


(In Thousands)	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	46,112	$	47,698
Certificates of deposit		6,100		7,350
Total cash and due from banks	$	52,212	$	55,048

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.

5. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at March 31, 2023 and December 31, 2022 are summarized as follows:


(In Thousands)	March 31, 2023
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value

Obligations of the U.S. Treasury	$	33,924	$	0	$	(2,761)	$	31,163
Obligations of U.S. Government agencies		25,479		0		(2,131)		23,348
Bank holding company debt securities		28,947		0		(4,224)		24,723
Obligations of states and political subdivisions:
Tax-exempt		128,285		330		(10,803)		117,812
Taxable		67,076		0		(9,504)		57,572
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		109,028		0		(11,221)		97,807
Residential collateralized mortgage obligations		42,296		0		(4,179)		38,117
Commercial mortgage-backed securities		84,449		10		(10,264)		74,195
Private label commercial mortgage-backed securities		8,105		10		(38)		8,077
Total available-for-sale debt securities	$	527,589	$	350	$	(55,125)	$	472,814

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands)	December 31, 2022
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value

Obligations of the U.S. Treasury	$	35,166	$	0	$	(3,330)	$	31,836
Obligations of U.S. Government agencies		25,938		0		(2,508)		23,430
Bank holding company debt securities		28,945		0		(3,559)		25,386
Obligations of states and political subdivisions:
Tax-exempt		146,149		319		(13,845)		132,623
Taxable		68,488		0		(11,676)		56,812
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		112,782		0		(12,841)		99,941
Residential collateralized mortgage obligations		44,868		0		(4,572)		40,296
Commercial mortgage-backed securities		91,388		0		(11,702)		79,686
Private label commercial mortgage-backed securities		8,070		2		(49)		8,023
Total available-for-sale debt securities	$	561,794	$	321	$	(64,082)	$	498,033

The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions aggregated by length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022:


March 31, 2023	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	0	$	0	$	31,163	$	(2,761)	$	31,163	$	(2,761)
Obligations of U.S. Government agencies		8,867		(361)		14,481		(1,770)		23,348		(2,131)
Bank holding company debt securities		5,894		(1,106)		18,829		(3,118)		24,723		(4,224)
Obligations of states and political subdivisions:
Tax-exempt		12,891		(177)		97,284		(10,626)		110,175		(10,803)
Taxable		10,170		(380)		46,902		(9,124)		57,072		(9,504)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		15,066		(419)		82,741		(10,802)		97,807		(11,221)
Residential collateralized mortgage obligations		7,821		(257)		30,296		(3,922)		38,117		(4,179)
Commercial mortgage-backed securities		14,886		(702)		56,963		(9,562)		71,849		(10,264)
Private label commercial mortgage-backed securities		4,790		(38)		0		0		4,790		(38)
Total temporarily impaired available-for-sale debt securities	$	80,385	$	(3,440)	$	378,659	$	(51,685)	$	459,044	$	(55,125)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


December 31, 2022	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	20,192	$	(1,939)	$	11,644	$	(1,391)	$	31,836	$	(3,330)
Obligations of U.S. Government agencies		8,509		(430)		12,921		(2,078)		21,430		(2,508)
Bank holding company debt securities		14,248		(1,697)		11,138		(1,862)		25,386		(3,559)
Obligations of states and political subdivisions:
Tax-exempt		106,204		(11,023)		15,153		(2,822)		121,357		(13,845)
Taxable		28,901		(4,739)		27,761		(6,937)		56,662		(11,676)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		45,410		(4,226)		54,531		(8,615)		99,941		(12,841)
Residential collateralized mortgage obligations		28,670		(2,042)		11,626		(2,530)		40,296		(4,572)
Commercial mortgage-backed securities		40,408		(2,585)		39,278		(9,117)		79,686		(11,702)
Private label commercial mortgage-backed securities		4,762		(49)		0		0		4,762		(49)
Total temporarily impaired available-for-sale debt securities	$	297,304	$	(28,730)	$	184,052	$	(35,352)	$	481,356	$	(64,082)

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


(In Thousands)	Three Months Ended
	March 31,		March 31,
	2023		2022
Gross realized gains from sales	$	80	$	2
Gross realized losses from sales		(73)		0
Net realized gains	$	7	$	2

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of March 31, 2023. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.


(In Thousands)	March 31, 2023
	Amortized		Fair
	Cost		Value
Due in one year or less	$	11,807	$	11,688
Due from one year through five years		69,781		65,627
Due from five years through ten years		80,332		71,674
Due after ten years		121,791		105,629
Sub-total		283,711		254,618
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		109,028		97,807
Residential collateralized mortgage obligations		42,296		38,117
Commercial mortgage-backed securities		84,449		74,195
Private label commercial mortgage-backed securities		8,105		8,077
Total	$	527,589	$	472,814

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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Investment securities carried at $245,374,000 at March 31, 2023 and $277,302,000 at December 31, 2022 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law. See Note 8 for information concerning securities pledged to secure borrowing arrangements and Note 11 for information related to securities pledged against interest rate swap obligations.

A summary of information management considered in evaluating debt and equity securities for credit losses at March 31, 2023 and December 31, 2022 is provided below.

Debt Securities

As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $55,125,000 at March 31, 2023 and $64,082,000 at December 31, 2022. At March 31, 2023, the Corporation does not have the intent to sell, nor is it more likely than not it will be required to sell, these securities before it is able to recover the amortized cost basis. The unrealized holding losses were consistent with significant increases in market interest rates that occurred in 2022.

At March 31, 2023 and December 31, 2022, management performed an assessment for possible credit losses 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. At March 31, 2023 and December 31, 2022, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions and private label commercial mortgage-backed securities were investment grade and there have been no payment defaults.

Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2023 and December 31, 2022.

Equity Securities

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $15,996,000 at March 31, 2023 and $14,168,000 at December 31, 2022. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at March 31, 2023 and December 31, 2022. In making this determination, management concluded that 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 $873,000 at March 31, 2023 and $859,000 at December 31, 2022, consisting exclusively of one mutual fund. There was an unrealized loss on the mutual fund of $127,000 at March 31, 2023 and $141,000 at December 31, 2022. Changes in the unrealized gains or losses on this security are included in other noninterest income in the consolidated statements of income.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

6. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at March 31, 2023 and December 31, 2022 are summarized by segment, and by classes within each segment, as follows:

Summary of Loans by Type

(In Thousands)


	March 31,		December 31,
	2023		2022(1)
Commercial real estate - nonowner occupied	$	682,698	$	675,597
Commercial real estate - owner occupied		221,766		205,910
All other commercial loans		384,802		410,077
Residential mortgage loans		401,720		393,582
Consumer loans		54,153		54,874
Total		1,745,139		1,740,040
Less: allowance for credit losses on loans		(18,346)		(16,615)
Loans, net	$	1,726,793	$	1,723,425

(1) Total loans at December 31, 2022 include purchased credit impaired loans of $1,027,000.

In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $4,506,000 at March 31, 2023 and $4,725,000 at December 31, 2022.

The Corporation grants loans to individuals as well as commercial and tax-exempt entities. Commercial, residential and personal loans are made to customers geographically concentrated in Northcentral Pennsylvania, the Southern tier of New York State, Southeastern Pennsylvania and 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.

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 a portion of the market rate adjustments and credit adjustments on non-impaired (performing) loans, and a partial recovery of PCI loans. For the three-month periods ended March 31, 2023 and 2022, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:


(In Thousands)	Three Months Ended
	March 31,		March 31,
	2023		2022
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	(916)	$	(637)
Amortization recognized in interest income		(52)		(248)
Adjustments to gross amortized cost of loans at end of period	$	(968)	$	(885)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(1,840)	$	(3,335)
Accretion recognized in interest income		198		553
Adjustments to gross amortized cost of loans at end of period	$	(1,642)	$	(2,782)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents an analysis of past due loans as of March 31, 2023:


(In Thousands)	As of March 31, 2023
	Past Due		Past Due
	30-89		90+		Nonaccrual		Current		Total
	Days		Days		Loans		Loans		Loans
Commercial real estate - nonowner occupied	$	233	$	365	$	6,017	$	676,083	$	682,698
Commercial real estate - owner occupied		484		141		1,612		219,529		221,766
All other commercial loans		827		147		1,680		382,148		384,802
Residential mortgage loans		3,666		398		3,251		394,405		401,720
Consumer loans		283		165		316		53,389		54,153
Total	$	5,493	$	1,216	$	12,876	$	1,725,554	$	1,745,139

The following table presents an analysis of past due loans as of December 31, 2022:


(In Thousands)	As of December 31, 2022
	Past Due		Past Due
	30-89		90+		Nonaccrual		Current		Total
	Days		Days		Loans		Loans		Loans
Commercial real estate - nonowner occupied	$	644	$	947	$	6,350	$	667,656	$	675,597
Commercial real estate - owner occupied		723		141		19		204,099		204,982
All other commercial loans		537		151		11,528		397,762		409,978
Residential mortgage loans		4,540		866		3,974		384,202		393,582
Consumer loans		635		132		187		53,920		54,874
Purchased credit impaired		0		0		1,027		0		1,027
Total	$	7,079	$	2,237	$	23,085	$	1,707,639	$	1,740,040

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” rows in the table that follows.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the recorded investment in loans by credit quality indicators by year of origination as of March 31, 2023:


(In Thousands)	Term Loans by Year of Origination
	2023		2022		2021		2020		2019		Prior		Revolving		Total
Commercial real estate - nonowner occupied
Pass	$	22,553	$	181,862	$	94,978	$	51,333	$	83,703	$	225,718	$	0	$	660,147
Special Mention		0		0		1,531		0		123		10,282		0		11,936
Substandard		0		0		0		20		625		9,970		0		10,615
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - nonowner occupied	$	22,553	$	181,862	$	96,509	$	51,353	$	84,451	$	245,970	$	0	$	682,698

Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Commercial real estate - owner occupied
Pass	$	17,090	$	33,112	$	52,442	$	13,905	$	18,071	$	80,580	$	0	$	215,200
Special Mention		0		0		2,717		0		0		1,659		0		4,376
Substandard		0		0		0		0		0		2,190		0		2,190
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - owner occupied	$	17,090	$	33,112	$	55,159	$	13,905	$	18,071	$	84,429	$	0	$	221,766

Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

All other commercial loans
Pass	$	11,961	$	88,513	$	64,892	$	40,119	$	20,443	$	33,290	$	108,892	$	368,110
Special Mention		0		45		12		146		0		513		1,720		2,436
Substandard		805		1,962		60		189		1,658		1,205		8,377		14,256
Doubtful		0		0		0		0		0		0		0		0
Total all other commercial loans	$	12,766	$	90,520	$	64,964	$	40,454	$	22,101	$	35,008	$	118,989	$	384,802

Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	5	$	5

Residential mortgage loans
Pass	$	11,807	$	98,765	$	59,192	$	42,155	$	34,008	$	150,715	$	0	$	396,642
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		34		97		372		4,575		0		5,078
Doubtful		0		0		0		0		0		0		0		0
Total residential mortgage loans	$	11,807	$	98,765	$	59,226	$	42,252	$	34,380	$	155,290	$	0	$	401,720

Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	19	$	0	$	19

Consumer loans
Pass	$	2,639	$	6,387	$	3,107	$	1,725	$	432	$	1,243	$	37,876	$	53,409
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		2		27		14		103		598		744
Doubtful		0		0		0		0		0		0		0		0
Total consumer loans	$	2,639	$	6,387	$	3,109	$	1,752	$	446	$	1,346	$	38,474	$	54,153

Current period gross charge-offs	$	0	$	21	$	0	$	0	$	0	$	3	$	19	$	43

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the recorded investment in loans by credit quality indicators as of December 31, 2022:



			Special
(In Thousands)	Pass		Mention		Substandard		Doubtful		Total
Commercial real estate - nonowner occupied	$	654,430	$	9,486	$	11,681	$	0	$	675,597
Commercial real estate - owner occupied		202,702		1,909		371		0		204,982
All other commercial loans		383,846		2,516		23,616		0		409,978
Residential mortgage loans		387,944		0		5,638		0		393,582
Consumer loans		54,353		0		521		0		54,874
Purchased credit impaired		0		0		1,027		0		1,027
Total	$	1,683,275	$	13,911	$	42,854	$	0	$	1,740,040

The following table is a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.


	March 31, 2023						December 31, 2022
	Nonaccrual Loans with		Nonaccrual Loans		Total Nonaccrual
(In Thousands)	No Allowance		with an Allowance		Loans		Nonaccrual Loans
Commercial real estate - nonowner occupied	$	1,236	$	4,781	$	6,017	$	6,350
Commercial real estate - owner occupied		800		812		1,612		19
All other commercial loans		1,471		209		1,680		11,528
Residential mortgage loans		3,251		0		3,251		3,974
Consumer loans		316		0		316		187
Purchased credit impaired		0		0		0		1,027
Total	$	7,074	$	5,802	$	12,876	$	23,085

The Corporation recognized $231,000 of interest income on nonaccrual loans during the three months ended March 31, 2023.

The following table represents the accrued interest receivable written off by reversing interest income during the three months ended March 31, 2023:


	For the Three Months
(In Thousands)	Ended March 31, 2023
Commercial real estate - nonowner occupied	$	26
Residential mortgage loans		3
Consumer loans		2
Total	$	31

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The Corporation has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

●

Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

●

All other commercial loans are typically secured by business assets including inventory, equipment and receivables.

●

Residential mortgage loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.

●

Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

The following table details the amortized cost of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses on loans allocated to these loans:


	March 31, 2023
	Amortized
(In Thousands)	Cost		Allowance
Commercial real estate - nonowner occupied	$	6,017	$	609
Commercial real estate - owner occupied		1,612		183
All other commercial loans		1,680		103
Total	$	9,309	$	895

The following table summarizes the activity related to the allowance for credit losses for the three months ended March 31, 2023 under the CECL methodology.


	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Unallocated		Total
Balance, December 31, 2022	$	6,305	$	1,942	$	4,142	$	2,751	$	475	$	1,000	$	16,615
Adoption of ASU 2016-13 (CECL)		3,763		7		(88)		(344)		(234)		(1,000)		2,104
Charge-offs		0		0		(5)		(19)		(43)		0		(67)
Recoveries		0		0		0		1		5		0		6
(Credit) provision for credit losses on loans		(414)		(7)		(469)		475		103		0		(312)
Balance, March 31, 2023	$	9,654	$	1,942	$	3,580	$	2,864	$	306	$	0	$	18,346

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Prior to the adoption of ASC 326 on January 1, 2023, the Corporation calculated the allowance for loan losses under the incurred loss methodology. The following tables are disclosed related to the allowance for loan losses in prior periods.


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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of December 31, 2022.


December 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	$	7,154	$	675,095	$	682,249	$	427	$	6,647	$	7,074
Commercial and industrial		11,223		167,048		178,271		26		2,883		2,909
Paycheck Protection Program - 1st Draw		0		5		5		0		0		0
Paycheck Protection Program - 2nd Draw		0		163		163		0		0		0
Political subdivisions		0		90,719		90,719		0		0		0
Commercial construction and land		244		73,719		73,963		0		647		647
Loans secured by farmland		76		12,874		12,950		0		112		112
Multi-family (5 or more) residential		0		55,886		55,886		0		411		411
Agricultural loans		57		2,378		2,435		0		21		21
Other commercial loans		0		14,857		14,857		0		124		124
Total commercial		18,754		1,092,744		1,111,498		453		10,845		11,298
Residential mortgage:
Residential mortgage loans - first liens		506		509,276		509,782		0		3,413		3,413
Residential mortgage loans - junior liens		30		24,919		24,949		0		167		167
Home equity lines of credit		68		43,730		43,798		0		282		282
1-4 Family residential construction		0		30,577		30,577		0		211		211
Total residential mortgage		604		608,502		609,106		0		4,073		4,073
Consumer		0		19,436		19,436		0		244		244
Unallocated												1,000

Total	$	19,358	$	1,720,682	$	1,740,040	$	453	$	15,162	$	16,615

Prior to the adoption of ASU 2016-13, loans were classified as impaired when, based on current information and events, it was probable that the Corporation would be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment included payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experienced insignificant payment delays and payment shortfalls generally were not classified as impaired. Management determined the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of shortfall in relation to the principal and interest owed. Impairment was measured on a loan-by-loan basis for commercial loans by the fair value of the collateral (if the loan is collateral dependent), by future cash flows discounted at the loan’s effective rate or by the loan’s observable market price.

The scope of loans reviewed individually each quarter to determine if they were impaired included all commercial loan relationships greater than $200,000 and any residential mortgage or consumer loans of $400,000 or more for which there was at least one extension of credit graded Special Mention, Substandard or Doubtful. All loans classified as troubled debt restructurings and all commercial loan relationships less than $200,000 or other loan relationships less than $400,000 in the aggregate, but with an estimated loss of $100,000 or more, were individually evaluated for impairment.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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


(In Thousands)	December 31, 2022
	Unpaid
	Principal		Recorded		Related
	Balance		Investment		Allowance
With no related allowance recorded:
Commercial loans secured by real estate	$	8,563	$	3,754	$	0
Commercial and industrial		12,926		11,163		0
Residential mortgage loans - first liens		506		506		0
Residential mortgage loans - junior liens		68		30		0
Home equity lines of credit		68		68		0
Loans secured by farmland		76		76		0
Agricultural loans		57		57		0
Construction and other land loans		244		244		0
Total with no related allowance recorded		22,508		15,898		0

With a related allowance recorded:
Commercial loans secured by real estate		3,400		3,400		427
Commercial and industrial		60		60		26
Total with a related allowance recorded		3,460		3,460		453
Total	$	25,968	$	19,358	$	453

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


(In Thousands)	Average Investment in		Interest Income Recognized on
	Impaired Loans		Impaired Loans on a Cash Basis
	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2022		2022
Commercial:
Commercial loans secured by real estate	$	10,735	$	129
Commercial and industrial		1,626		4
Commercial construction and land		48		1
Loans secured by farmland		82		0
Multi-family (5 or more) residential		789		0
Agricultural loans		63		2
Total commercial		13,343		136
Residential mortgage:
Residential mortgage loans - first lien		565		7
Residential mortgage loans - junior lien		37		1
Home equity lines of credit		0		1
Total residential mortgage		602		9
Total	$	13,945	$	145

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty, such as extensions of terms, insignificant payment delays and interest rate reductions, is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Occasionally, the Corporation modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

There were no loans modified to borrowers experiencing financial difficulty in the first quarter 2023.

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


(In Thousands)	March 31,		December 31,
	2023		2022
Foreclosed residential real estate	$	184	$	0

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


(In Thousands)	March 31,		December 31,
	2023		2022
Residential real estate in process of foreclosure	$	1,154	$	1,229

The Corporation maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse, when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses for off-balance sheet exposures of $1,178,000 at March 31, 2023 and $425,000 at December 31, 2022, is included in accrued interest and other liabilities on the unaudited, consolidated balance sheets.

The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three months ended March 31, 2023.


	Total Allowance for
	Credit Losses -
(In Thousands)	Off-Balance Sheet Exposures
Balance, December 31, 2022	$	425
Adjustment to allowance for off-balance sheet exposures for adoption of ASU 2016-13		793
Credit for unfunded commitments		(40)
Balance, March 31, 2023	$	1,178

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At March 31, 2023 and December 31, 2022, the net carrying value of goodwill was $52,505,000.

Information related to core deposit intangibles is as follows:


(In Thousands)	March 31,		December 31,
	2023		2022
Gross amount	$	6,639	$	6,639
Accumulated amortization		(3,864)		(3,762)
Net	$	2,775	$	2,877

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


(In Thousands)	Three Months Ended
	March 31,		March 31,
	2023		2022
Amortization expense	$	102	$	110

8. BORROWED FUNDS

SHORT-TERM BORROWINGS

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


(In Thousands)	March 31,		December 31,
	2023		2022
FHLB-Pittsburgh borrowings	$	91,000	$	77,000
Customer repurchase agreements		2,396		3,062
Total short-term borrowings	$	93,396	$	80,062

The Corporation had available credit with other correspondent banks totaling $95,000,000 at March 31, 2023 and December 31, 2022. These lines of credit are primarily unsecured. No amounts were outstanding at March 31, 2023 or December 31, 2022.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At March 31, 2023, the Corporation had available credit in the amount of $22,340,000 on this line with no outstanding advances. At December 31, 2022, the Corporation had available credit in the amount of $23,107,000 on this line with no outstanding advances. As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $23,314,000 at March 31, 2023 and $24,113,000 at December 31, 2022.

The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10% at March 31, 2023 and December 31, 2022. The carrying value of the underlying securities was $2,410,000 at March 31, 2023 and $3,080,000 at December 31, 2022.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $1,244,696,000 at March 31, 2023 and $1,209,179,000 at December 31, 2022. 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 $15,996,000 at March 31, 2023 and $14,168,000 at December 31, 2022. The Corporation’s total credit facility with FHLB-Pittsburgh was $856,934,000 at March 31, 2023, including an unused (available)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

amount of $655,577,000. At December 31, 2022, the Corporation’s total credit facility with FHLB-Pittsburgh was $839,378,000, including an unused (available) amount of $689,279,000.

At March 31, 2023, the overnight borrowing from FHLB-Pittsburgh was $91,000,000 at an interest rate of 5.15% with no other short-term advances. At December 31, 2022, the overnight borrowing from FHLB-Pittsburgh was $77,000,000 at an interest rate of 4.45% with no other short-term advances.

LONG-TERM BORROWINGS – FHLB ADVANCES

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


(In Thousands)	March 31,		December 31,
	2023		2022
Loan maturing in 2023 with a rate of 3.25%	$	2,290	$	9,303
Loans maturing in 2024 with a weighted-average rate of 2.89%		29,803		29,813
Loans maturing in 2025 with a weighted-average rate of 4.04%		28,205		23,231
Loans maturing in 2026 with a weighted-average rate of 4.67%		12,372		0
Loans maturing in 2027 with a weighted-average rate of 4.00%		24,031		0
Loan maturing in 2028 with a rate of 3.72%		2,000		0
Total long-term FHLB-Pittsburgh borrowings	$	98,701	$	62,347

Note: Weighted-average rates are presented as of March 31, 2023.

SENIOR NOTES

In 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 $16,000 in the first quarter 2023 and $16,000 in the first quarter 2022, was included in interest expense in the unaudited consolidated statements of income.

At March 31, 2023 and December 31, 2022, outstanding Senior Notes are as follows:


(In Thousands)	March 31,		December 31,
	2023		2022
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	$	14,781	$	14,765
Total carrying value	$	14,781	$	14,765

SUBORDINATED DEBT

In 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.

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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 $27,000 in the first quarter 2023 and $26,000 in the first quarter 2022, was included in interest expense in the unaudited consolidated statements of income.

At March 31, 2023 and December 31, 2022, the carrying amounts of subordinated debt agreements are as follows:


(In Thousands)	March 31,		December 31,
	2023		2022
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	$	24,634	$	24,607
Total carrying value	$	24,634	$	24,607

9. STOCK-BASED COMPENSATION PLANS

The Corporation had a Stock Incentive Plan for a selected group of officers and an Independent Directors Stock Incentive Plan. The 2023 restricted stock awards under the Stock Incentive Plan vest ratably over three years, and the 2023 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year. Following is a summary of restricted stock awards granted in the three-month period ended March 31, 2023:


(Dollars in Thousands)		Aggregate
		Grant
		Date
	Number of	Fair
	Shares	Value
1st quarter 2023 awards:
Time-based awards to independent directors	11,000	$	257
Time-based awards to employees	31,684		740
Performance-based awards to employees	11,104		259
Total	53,788	$	1,256

Effective April 20, 2023, the Corporation’s shareholders approved a new plan, the Citizens & Northern Corporation 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). New awards to employees and independent directors will be governed under the 2023 Equity Incentive Plan, while outstanding awards under the prior plans (including the awards made in the first quarter 2023) will be governed under the prior plans.

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, 2023 is estimated to total $1,526,000. Total stock-based compensation expense attributable to restricted stock awards amounted to $377,000 in the first quarter 2023 and $368,000 in the first quarter 2022.

10. CONTINGENCIES

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

11. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) 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 $154,878,000 at March 31, 2023 and $155,214,000 at December 31, 2022. There were no interest rate swaps originated in the three-month periods ended March 31, 2023 and 2022. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at March 31, 2023. The net impact on the consolidated statements of income from interest rate swaps was an increase in interest income on loans of $345,000 in the first quarter 2023 as compared to a reduction in interest income on loans of $317,000 in first quarter 2022.

The Corporation has entered into an RPA with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA In.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.” The net impact on the consolidated statements of income from RPAs was an increase in other noninterest income of $16,000 in the first quarter 2023 with no comparable amount in the first quarter 2022.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at March 31, 2023 and December 31, 2022:


(In Thousands)	At March 31, 2023								At December 31, 2022
	Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives
	Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair
	Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)
Interest rate swap agreements	$	77,439	$	3,145	$	77,439	$	3,145	$	77,607	$	3,638	$	77,607	$	3,638
RPA Out		7,200		21		0		0		7,200		0		0		0
RPA In		0		0		10,000		24		0		0		10,000		19

(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 counterparties provide 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 counterparties 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 $2,302,000 were pledged as collateral against the Corporation’s obligations related to the interest rate swaps at March 31, 2023.

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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 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.

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At March 31, 2023 and December 31, 2022, assets and liabilities measured at fair value and the valuation methods used are as follows:


	March 31, 2023
	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	$	31,163	$	0	$	0	$	31,163
Obligations of U.S. Government agencies		0		23,348		0		23,348
Bank holding company debt securities		0		24,723		0		24,723
Obligations of states and political subdivisions:
Tax-exempt		0		117,812		0		117,812
Taxable		0		57,572		0		57,572
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		97,807		0		97,807
Residential collateralized mortgage obligations		0		38,117		0		38,117
Commercial mortgage-backed securities		0		74,195		0		74,195
Private label commercial mortgage-backed securities		0		8,077		0		8,077
Total available-for-sale debt securities		31,163		441,651		0		472,814
Marketable equity security		873		0		0		873
Servicing rights		0		0		2,585		2,585
Interest rate swap agreements, assets		0		3,145		0		3,145
Total recurring fair value measurements, assets	$	32,036	$	444,796	$	2,585	$	479,417

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	3,145	$	0	$	3,145

Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net	$	0	$	0	$	4,907	$	4,907
Foreclosed assets held for sale		0		0		459		459
Total nonrecurring fair value measurements, assets	$	0	$	0	$	5,366	$	5,366

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	December 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	$	31,836	$	0	$	0	$	31,836
Obligations of U.S. Government agencies		0		23,430		0		23,430
Bank holding company debt securities		0		25,386		0		25,386
Obligations of states and political subdivisions:
Tax-exempt		0		132,623		0		132,623
Taxable		0		56,812		0		56,812
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		99,941		0		99,941
Residential collateralized mortgage obligations		0		40,296		0		40,296
Commercial mortgage-backed securities		0		79,686		0		79,686
Private label commercial mortgage-backed securities		0		8,023		0		8,023
Total available-for-sale debt securities		31,836		466,197		0		498,033
Marketable equity security		859		0		0		859
Servicing rights		0		0		2,653		2,653
Interest rate swap agreements, assets		0		3,638		0		3,638
Total recurring fair value measurements, assets	$	32,695	$	469,835	$	2,653	$	505,183

Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	3,638	$	0	$	3,638

Nonrecurring fair value measurements, assets:
Impaired loans, net	$	0	$	0	$	3,007	$	3,007
Foreclosed assets held for sale		0		0		275		275
Total nonrecurring fair value measurements, assets	$	0	$	0	$	3,282	$	3,282

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

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At March 31, 2023 and December 31, 2022, 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
	3/31/2023		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				3/31/2023
Servicing rights	$	2,585	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		138.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late
						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs


	Fair Value at
	12/31/2022		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				12/31/2022
Servicing rights	$	2,653	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		133.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late
						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs

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

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


(In Thousands)	Three Months Ended
	March 31, 2023		March 31, 2022
Servicing rights balance, beginning of period	$	2,653	$	2,329
Originations of servicing rights		15		98
Unrealized (loss) gain included in earnings		(83)		2
Servicing rights balance, end of period	$	2,585	$	2,429

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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 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.

At March 31, 2023 and December 31, 2022, 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
			Valuation						Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at
Asset	3/31/2023		3/31/2023		3/31/2023		Technique	Inputs	3/31/2023

Loans individually evaluated for credit loss:
Commercial real estate - nonowner occupied	$	4,781	$	609	$	4,172	Sales comparison	Discount to appraised value	27	%
Commercial real estate - owner occupied		812		183		629	Sales comparison & SBA guaranty	Discount to appraised value	56	%
All other commercial loans		209		103		106	Liquidation & SBA guaranty	Discount to appraised value	20	%
Total loans individually evaluated for credit loss	$	5,802	$	895	$	4,907
Foreclosed assets held for sale - real estate:
Residential (1-4 family)	$	184	$	0	$	184	Sales comparison	Discount to appraised value	36	%
Commercial real estate		275		0		275	Sales comparison	Discount to appraised value	50	%
Total foreclosed assets held for sale	$	459	$	0	$	459


(Dollars In Thousands)									Weighted
			Valuation						Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at
Asset	12/31/2022		12/31/2022		12/31/2022		Technique	Inputs	12/31/2022

Impaired loans:
Commercial:
Commercial loans secured by real estate	$	3,400	$	427	$	2,973	Sales comparison	Discount to appraised value	25	%
Commercial and industrial		60		26		34	Liquidation of assets	Discount to appraised value	33	%
Total impaired loans	$	3,460	$	453	$	3,007
Foreclosed assets held for sale - real estate:
Commercial real estate	$	275	$	0	$	275	Sales comparison	Discount to appraised value	50	%
Total foreclosed assets held for sale	$	275	$	0	$	275

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

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


(In Thousands)	Fair Value	March 31, 2023				December 31, 2022
	Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	46,112	$	46,112	$	47,698	$	47,698
Certificates of deposit	Level 2		6,100		5,729		7,350		6,956
Restricted equity securities (included in other assets)	Level 2		16,246		16,246		14,418		14,418
Loans, net	Level 3		1,726,793		1,691,155		1,723,425		1,674,002
Accrued interest receivable	Level 2		8,805		8,805		8,653		8,653

Financial liabilities:
Deposits with no stated maturity	Level 2		1,584,383		1,584,383		1,702,404		1,702,404
Time deposits	Level 2		331,657		329,780		295,189		293,814
Short-term borrowings	Level 2		93,396		93,396		80,062		80,062
Long-term borrowings	Level 2		98,701		97,992		62,347		60,944
Senior debt	Level 2		14,781		13,346		14,765		9,712
Subordinated debt	Level 2		24,634		21,491		24,607		16,186
Accrued interest payable	Level 2		980		980		461		461

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:

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

●	changes in general economic conditions

●

recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments (including potential increases in the cost of deposit insurance assessments)

●	the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses

●	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

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

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

EARNINGS OVERVIEW

First Quarter 2023 as Compared to First Quarter 2022

First quarter 2023 net income was $6,253,000, or $0.40 per diluted share. In comparison, first quarter 2022 net income was $6,895,000, or $0.44 per diluted share. Significant variances were as follows:

●

First quarter 2023 net interest income of $20,781,000 was $449,000 higher than the first quarter 2022 total. The increase in net interest income was mainly driven by loan growth, as average earning assets increased $131,608,000, including an increase in average loans of $178,002,000, or 11.5%, while average interest-bearing due from banks decreased $52,478,000. Average total deposits of $1,931,126,000 were flat in the first quarter 2023 as compared to the first quarter 2022 while average borrowed funds increased $136,303,000. The net interest margin was 3.71% in the first quarter 2023, down from 3.86% in the first quarter 2022. The interest rate spread decreased 0.43%, as the average rate on interest-bearing liabilities increased 0.96%, while the average yield on earning assets increased 0.53%. Contributing to the comparatively lower margin and spread, total interest and fees on loans in the first quarter 2022 included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable amount in the first quarter 2023.

●

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the allowance related to the commercial segment of the portfolio. Within the net credit for credit losses on loans in the first quarter 2023, the provision related to specific loans was $205,000, including net charge-offs of $61,000 and an increase in specific allowances on loans of $144,000. In comparison, 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).

●

Noninterest income of $5,616,000 in the first quarter 2023 decreased $207,000 from the first quarter 2022 amount. Significant variances included the following:

o

Net gains from sale of loans of $74,000 decreased $308,000 from the first quarter 2022, reflecting a reduction in volume of residential mortgage loans sold.

o

Brokerage and insurance revenue of $430,000 decreased $92,000 from the first quarter 2022, due to lower volume of new transactions.

o

Loan servicing fees, net of $122,000 decreased $88,000, as the fair value of servicing rights decreased $83,000 in the first quarter 2023 as compared to an increase of $2,000 in the first quarter 2022.

o

Other noninterest income of $771,000 increased $183,000 from the first quarter 2022, including dividends on FHLB-Pittsburgh stock totaling $217,000, an increase of $100,000 from the first quarter 2022, and a gain on sale of premises and equipment of $68,000 with no comparable amount in the first quarter 2022.

●

Noninterest expense of $19,087,000 in the first quarter 2023 increased $2,201,000 from the first quarter 2022 amount. Significant variances included the following:

o

Salaries and employee benefits expense of $11,427,000 increased $820,000 from the first quarter 2022, including an increase in base salaries expense of $597,000. In total, the number of full-time equivalent employees (FTEs) increased by 10 (2.5%) to 412 in the first quarter 2023 as compared to the first quarter 2022. Total cash and stock-based compensation expense increased $167,000 and health care expense increased $102,000 due to higher claims on the Corporation’s partially self-insured plan.

o

Other noninterest expense of $2,507,000 increased $623,000 from the first quarter 2022. Within this category, significant variances included the following:

●

In the first quarter 2022 the allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $242,000 with no comparable amount in the first quarter 2023.

●

Other operational losses totaled $206,000, an increase of $82,000.

●

Net collection expense totaled $44,000 in the first quarter 2023, an increase of $85,000 over net recoveries of $41,000 in the first quarter 2022.

●

Advertising expense totaled $213,000 in the first quarter 2023, an increase of $77,000 reflecting expenses related to social media strategy and brand monitoring analysis.

o

Professional fees of $937,000 increased $448,000, including $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.

o

Data processing and telecommunications of $1,936,000 increased $313,000 from the first quarter 2022, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

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●

The income tax provision was $1,409,000, or 18.4% of pre-tax income for the first quarter 2023, as compared to $1,483,000, or 17.7% of pre-tax income for the fourth quarter 2022. The decrease in income tax provision reflected the decrease in pre-tax income of $716,000.

TABLE I – QUARTERLY FINANCIAL DATA


(Dollars In Thousands,	For the Three Months Ended :
Except Per Share Data)	March 31,		December 31,		September 30,		June 30,		March 31,
(Unaudited)	2023		2022		2022		2022		2022
Interest income	$	26,139	$	25,855	$	23,710	$	21,309	$	21,773
Interest expense		5,358		3,563		2,831		1,684		1,441
Net interest income		20,781		22,292		20,879		19,625		20,332
(Credit) provision for credit losses		(352)		2,262		3,794		308		891
Net interest income after (credit) provision for credit losses		21,133		20,030		17,085		19,317		19,441
Noninterest income		5,616		6,109		5,671		6,829		5,823
Noninterest expense		19,087		16,587		17,443		17,039		16,886
Income before income tax provision		7,662		9,552		5,313		9,107		8,378
Income tax provision		1,409		1,773		858		1,618		1,483
Net income	$	6,253	$	7,779	$	4,455	$	7,489	$	6,895
Net income attributable to common shares	$	6,201	$	7,711	$	4,416	$	7,419	$	6,835
Basic earnings per common share	$	0.40	$	0.50	$	0.29	$	0.48	$	0.44
Diluted earnings per common share	$	0.40	$	0.50	$	0.29	$	0.48	$	0.44

NONINTEREST INCOME

TABLE II – COMPARISON OF NONINTEREST INCOME


(Dollars in Thousands)	Three Months Ended
	March 31,					$	%
	2023		2022			Change	Change
Trust revenue	$	1,777	$	1,786	$	(9)	(0.5)	%
Brokerage and insurance revenue		430		522		(92)	(17.6)	%
Service charges on deposit accounts		1,290		1,235		55	4.5	%
Interchange revenue from debit card transactions		1,007		963		44	4.6	%
Net gains from sales of loans		74		382		(308)	(80.6)	%
Loan servicing fees, net		122		210		(88)	(41.9)	%
Increase in cash surrender value of life insurance		138		135		3	2.2	%
Other noninterest income		771		588		183	31.1	%
Realized gains on available-for-sale debt securities, net		7		2		5	250.0	%
Total noninterest income	$	5,616	$	5,823	$	(207)	(3.6)	%

NONINTEREST EXPENSE

TABLE III - COMPARISON OF NONINTEREST EXPENSE


(Dollars in Thousands)	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
Salaries and employee benefits	$	11,427	$	10,607	$	820	7.7	%
Net occupancy and equipment expense		1,402		1,411		(9)	(0.6)	%
Data processing and telecommunications expense		1,936		1,623		313	19.3	%
Automated teller machine and interchange expense		475		384		91	23.7	%
Pennsylvania shares tax		403		488		(85)	(17.4)	%
Professional fees		937		489		448	91.6	%
Other noninterest expense		2,507		1,884		623	33.1	%
Total noninterest expense	$	19,087	$	16,886	$	2,201	13.0	%

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Additional 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.

CRITICAL ACCOUNTING POLICIES

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

Allowance for Credit Losses on Loans – A material estimate that is particularly susceptible to significant change is the determination of the allowance for credit losses (ACL) on loans. The Corporation maintains an ACL on loans which represents management’s estimate of expected net charge-offs over the life of the loans. The ACL includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis). Management considers the determination of the ACL on loans to be critical because it requires significant judgment regarding estimates of expected credit losses based on the Corporation’s historical loss experience, current conditions and economic forecasts. Management’s evaluation is based upon a continuous review of the Corporation’s loans, with consideration given to evaluations resulting from examinations performed by regulatory authorities. Note 6 to the unaudited consolidated financial statements provides an overview of the process management uses for determining the ACL, and additional discussion of the ACL is provided in a separate section of Management’s Discussion and Analysis.

The ACL may increase or decrease due to changes in economic conditions affecting borrowers and macroeconomic variables, including new information regarding existing problem loans, identification of additional problem loans, changes in the fair value of underlying collateral, unforeseen events such as natural disasters and pandemics, and other factors. Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly.

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.

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 IV, V and VI include information regarding the Corporation’s net interest income for the three-month periods ended March 31, 2023 and 2022. 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. The Corporation believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing returns on tax-exempt securities and loans with returns on taxable securities and loans. 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 March 31, 2023 and 2022

For the three-month periods, fully taxable equivalent net interest income (a non-GAAP measure) was $21,050,000 in 2023, which was $416,000 (2.0%) higher than in 2022. Interest income in the first quarter 2023 was $26,408,000 which was $4,333,000 higher as compared to 2022. Interest expense of $5,358,000 in 2023 was $3,917,000 higher than in 2022. As presented in Table V, the Net Interest Margin was 3.71% in 2023 as compared to 3.86% in 2022, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) decreased to 3.30% in 2023 from 3.73% in 2022. The average yield on earning assets of 4.66% was 0.53% higher in 2023 as compared to 2022, and the average rate on interest-bearing liabilities of 1.36% in 2023 was 0.96% higher. Contributing to the comparatively lower margin and spread, total interest and fees on loans in the first quarter 2022 included $1,398,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts with no comparable amount in the first quarter 2023.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $26,408,000 in 2023, an increase of $4,333,000, or 19.6% from 2022.

Interest and fees from loans receivable increased $4,022,000 in 2023 as compared to 2022. The fully taxable equivalent yield on loans in 2023 was 5.44% compared to 5.01% in 2022. Average outstanding loans receivable increased $178,002,000 (11.5%) to $1,725,863,000 in 2023 from $1,547,861,000 in 2022. 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 2023.

Income from interest-bearing due from banks totaled $278,000 in 2023, an increase of $211,000 from the total for 2022. The average yield on interest-bearing due from banks was 3.56% in 2023 and 0.32% in 2022. The average balance of interest-bearing due from banks was $31,637,000 in 2023 as compared to $84,115,000 in 2022. Within this category, the largest asset balance in 2023 and 2022 has been interest-bearing deposits held with the Federal Reserve.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $104,000 in 2023 as compared to 2022, as the average balance (at amortized cost) of available-for-sale debt securities increased $6,867,000. The average yield on available-for-sale debt securities was 2.23% for 2023, up slightly from 2.18% in 2022.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense increased $3,917,000 to $5,358,000 in 2023 from $1,441,000 in 2022. Interest expense on deposits increased $2,320,000, as the average rate on interest-bearing deposits increased to 0.94% in 2023 from 0.26% in 2022. The increase in average rate on deposits includes increases of 1.13% on time deposits, 0.74% on money market accounts and 0.69% on interest checking accounts.

Average total deposits (interest-bearing and noninterest-bearing) remained stable with $1,931,126,000 for the first quarter 2023 compared to $1,931,681,000 for the first quarter 2022. Average interest checking deposits increased $38,147,000, average time deposits increased $35,092,000 and the average total balance of other categories of noninterest-bearing demand and other deposits increased $18,464,000, while average money market accounts decreased $92,258,000.

Interest expense on short-term borrowings in 2023 was $1,097,000 in 2023 as compared to $1,000 in 2022. The average balance of short-term borrowings increased to $91,767,000 in 2023 from $1,746,000 in 2022. The average rate on short-term borrowings was 4.85% in 2023 compared to 0.23% in 2022.

Interest expense on long-term borrowings (FHLB advances) increased $632,000 to $681,000 in 2023 from $49,000 in 2022. The average balance of long-term borrowings was $80,648,000 in 2023, up from an average balance of $26,102,000 in 2022. 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 3.42% in 2023 compared to 0.76% in 2022.

Interest expense on subordinated debt decreased $133,000 to $230,000 in 2023 from $363,000 in 2022. The average balance of subordinated debt decreased to $24,620,000 in 2023 from $32,948,000 in 2022. The average rate on subordinated debt decreased to 3.79% in 2023 from 4.47% in 2022. In the second quarter 2022, the Corporation redeemed subordinated debt with aggregate par values of $8.5 million and a weighted average interest rate of 6.29%.

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE IV - ANALYSIS OF INTEREST INCOME AND EXPENSE


	Three Months Ended
	March 31,				Increase/
(In Thousands)	2023		2022		(Decrease)
INTEREST INCOME
Interest-bearing due from banks	$	278	$	67	$	211
Available-for-sale debt securities:
Taxable		2,211		1,969		242
Tax-exempt		767		905		(138)
Total available-for-sale debt securities		2,978		2,874		104
Loans receivable:
Taxable		22,428		17,974		4,454
Paycheck Protection Program		3		575		(572)
Tax-exempt		713		573		140
Total loans receivable		23,144		19,122		4,022
Other earning assets		8		12		(4)
Total Interest Income		26,408		22,075		4,333

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		987		194		793
Money market		873		262		611
Savings		63		61		2
Time deposits		1,307		393		914
Total interest-bearing deposits		3,230		910		2,320
Borrowed funds:
Short-term		1,097		1		1,096
Long-term - FHLB advances		681		49		632
Senior notes, net		120		118		2
Subordinated debt, net		230		363		(133)
Total borrowed funds		2,128		531		1,597
Total Interest Expense		5,358		1,441		3,917

Net Interest Income	$	21,050	$	20,634	$	416

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis (a non-GAAP measure), using the Corporation’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.


(In Thousands)	Three Months Ended
	March 31,				Increase/
	2023		2022		(Decrease)
Net Interest Income Under U.S. GAAP	$	20,781	$	20,332	$	449
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities		127		183		(56)
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans		142		119		23
Net Interest Income as adjusted to a fully taxable-equivalent basis	$	21,050	$	20,634	$	416

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TABLE V - Analysis of Average Daily Balances and Rates


(Dollars in Thousands)	Three Months				Three Months
	Ended		Rate of		Ended		Rate of
	3/31/2023		Return/		3/31/2022		Return/
	Average		Cost of		Average		Cost of
	Balance		Funds %		Balance		Funds %
EARNING ASSETS
Interest-bearing due from banks	$	31,637	3.56	%	$	84,115	0.32	%
Available-for-sale debt securities, at amortized cost:
Taxable		410,110	2.19	%		390,301	2.05	%
Tax-exempt		131,392	2.37	%		144,334	2.54	%
Total available-for-sale debt securities		541,502	2.23	%		534,635	2.18	%
Loans receivable:
Taxable		1,633,850	5.57	%		1,445,353	5.04	%
Paycheck Protection Program		162	7.51	%		18,849	12.37	%
Tax-exempt		91,851	3.15	%		83,659	2.78	%
Total loans receivable		1,725,863	5.44	%		1,547,861	5.01	%
Other earning assets		1,200	2.70	%		1,983	2.45	%
Total Earning Assets		2,300,202	4.66	%		2,168,594	4.13	%
Cash		22,276				20,703
Unrealized loss on securities		(60,055)				(2,508)
Allowance for loan losses		(17,053)				(13,783)
Bank-owned life insurance		31,267				30,720
Bank premises and equipment		21,518				21,043
Intangible assets		55,331				55,765
Other assets		67,333				44,952
Total Assets	$	2,420,819			$	2,325,486

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking	$	457,277	0.88	%	$	419,130	0.19	%
Money market		364,646	0.97	%		456,904	0.23	%
Savings		257,047	0.10	%		249,165	0.10	%
Time deposits		312,497	1.70	%		277,405	0.57	%
Total interest-bearing deposits		1,391,467	0.94	%		1,402,604	0.26	%
Borrowed funds:
Short-term		91,767	4.85	%		1,746	0.23	%
Long-term - FHLB advances		80,648	3.42	%		26,102	0.76	%
Senior notes, net		14,773	3.29	%		14,709	3.25	%
Subordinated debt, net		24,620	3.79	%		32,948	4.47	%
Total borrowed funds		211,808	4.07	%		75,505	2.85	%
Total Interest-bearing Liabilities		1,603,275	1.36	%		1,478,109	0.40	%
Demand deposits		539,659				529,077
Other liabilities		25,247				24,046
Total Liabilities		2,168,181				2,031,232
Stockholders' equity, excluding accumulated other comprehensive loss		299,599				295,996
Accumulated other comprehensive loss		(46,961)				(1,742)
Total Stockholders' Equity		252,638				294,254
Total Liabilities and Stockholders' Equity	$	2,420,819			$	2,325,486
Interest Rate Spread			3.30	%			3.73	%
Net Interest Income/Earning Assets			3.71	%			3.86	%

Total Deposits (Interest-bearing and Demand)	$	1,931,126			$	1,931,681

(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 VI - ANALYSIS OF VOLUME AND RATE CHANGES


(In Thousands)	Three Months Ended 3/31/23 vs. 3/31/22
	Change in		Change in		Total
	Volume		Rate		Change
EARNING ASSETS
Interest-bearing due from banks	$	(67)	$	278	$	211
Available-for-sale debt securities:
Taxable		103		139		242
Tax-exempt		(78)		(60)		(138)
Total available-for-sale debt securities		25		79		104
Loans receivable:
Taxable		2,480		1,974		4,454
Paycheck Protection Program		(410)		(162)		(572)
Tax-exempt		59		81		140
Total loans receivable		2,129		1,893		4,022
Other earning assets		(5)		1		(4)
Total Interest Income		2,082		2,251		4,333

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		20		773		793
Money market		(63)		674		611
Savings		2		0		2
Time deposits		56		858		914
Total interest-bearing deposits		15		2,305		2,320
Borrowed funds:
Short-term		792		304		1,096
Long-term - FHLB advances		236		396		632
Senior notes, net		1		1		2
Subordinated debt, net		(83)		(50)		(133)
Total borrowed funds		946		651		1,597
Total Interest Expense		961		2,956		3,917

Net Interest Income	$	1,121	$	(705)	$	416

(1)	Changes in income 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)	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.

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 quarter 2023 was $1,409,000, which was $74,000 lower than the provision for the first quarter 2022. The effective tax rate (tax provision as a percentage of pre-tax income) was 18.4% in the first quarter 2023 compared to 17.7% in the first quarter 2022. The Corporation’s effective tax rates differ from the statutory rate of 21% principally because of the effects of tax-exempt interest income, state income taxes and other permanent differences.

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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 March 31, 2023 and December 31, 2022 represents the following temporary difference components:


	March 31,		December 31,
(In Thousands)	2023		2022
Deferred tax assets:
Unrealized holding losses on securities	$	11,504	$	13,391
Allowance for credit losses on loans		4,029		3,648
Purchase accounting adjustments on loans		573		938
Deferred compensation		1,198		1,149
Operating leases liability		876		907
Deferred loan origination fees		710		779
Net operating loss carryforward		630		659
Accrued incentive compensation		170		354
Other deferred tax assets		1,212		1,115
Total deferred tax assets		20,902		22,940

Deferred tax liabilities:
Defined benefit plans - ASC 835		125		129
Bank premises and equipment		283		298
Core deposit intangibles		610		633
Right-of-use assets from operating leases		876		907
Other deferred tax liabilities		94		89
Total deferred tax liabilities		1,988		2,056
Deferred tax asset, net	$	18,914	$	20,884

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

Management believes the recorded net deferred tax asset at March 31, 2023 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.

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 and maximizing return on earning assets within reasonable risk parameters.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The composition of the available-for-sale debt securities portfolio at March 31, 2023, December 31, 2022 and December 31, 2021 is as follows:


(Dollars In Thousands)	March 31, 2023					December 31, 2022					December 31, 2021
	Amortized		Fair			Amortized		Fair			Amortized		Fair
	Cost		Value			Cost		Value			Cost		Value
Obligations of the U.S. Treasury	$	33,924	$	31,163		$	35,166	$	31,836		$	25,058	$	24,912
Obligations of U.S. Government agencies		25,479		23,348			25,938		23,430			23,936		24,091
Bank holding company debt securities		28,947		24,723			28,945		25,386			18,000		17,987
Obligations of states and political subdivisions:
Tax-exempt		128,285		117,812			146,149		132,623			143,427		148,028
Taxable		67,076		57,572			68,488		56,812			72,182		72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		109,028		97,807			112,782		99,941			98,048		98,181
Residential collateralized mortgage obligations		42,296		38,117			44,868		40,296			44,015		44,247
Commercial mortgage-backed securities		84,449		74,195			91,388		79,686			86,926		87,468
Private label commercial mortgage-backed securities		8,105		8,077			8,070		8,023			0		0
Total Available-for-Sale Debt Securities	$	527,589	$	472,814		$	561,794	$	498,033		$	511,592	$	517,679

Aggregate Unrealized (Loss) Gain			$	(54,775)				$	(63,761)				$	6,087
Aggregate Unrealized (Loss) Gain as a % of Amortized Cost				(10.4)	%				(11.3)	%				1.2	%
Market Yield on 5-Year U.S. Treasury Obligations (a)				3.60	%				3.99	%				1.26	%

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

As reflected in the table above, the fair value of available-for-sale securities was lower than the amortized cost basis by $54,775,000, or 10.4% at March 31, 2023 and $63,761,000 (11.3%) at December 31, 2022. In comparison, the aggregate unrealized gain position was $6,087,000 (1.2%) at December 31, 2021. The volatility in the fair value of the portfolio, including the significant reduction in fair value in 2022, resulted from changes in interest rates. As shown above, the market yield on the 5-year U.S. Treasury Note was 0.39% lower at March 31, 2023 in comparison to December 31, 2022, and 2.34% higher than at December 31, 2021.

Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 3, Quantitative and Qualitative Disclosures about Market Risk.

As described in Note 5 to the unaudited, consolidated financial statements, management determined the Corporation does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at March 31, 2023 before it is able to recover the amortized cost basis. Further, management reviewed the Corporation’s holdings as of March 31, 2023 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at March 31, 2023, other than securities issued or guaranteed by U.S. Government entities or agencies, is as follows:

●

Bank holding company debt securities – All of the Corporation’s holdings of bank holding company debt securities were investment grade and there have been no payment defaults. There were seven securities with face amounts ranging from $3 million to $5 million, including one senior security and six subordinated securities. All of the issuers have publicly traded common stock. At March 31, 2023, the securities have external ratings ranging from BBB-/Baa3 to A-.

●

Obligations of states and political subdivisions (municipal bonds) – All of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at March 31, 2023, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA or prerefunded – 23% of the portfolio; AA – 70%; A – 7%.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

●

Private label commercial mortgage-backed securities (PLCMBS) – There were two PLCMBS securities, both of which were from the most senior payment (subordination) classes of their respective issuances. These securities were investment grade (rated Aaa), and there have been no payment defaults on these securities.

Based on the results of management’s assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2023.

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 credit losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. 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 2023.

Table VII shows the composition of the loan portfolio at March 31, 2023 and at year-end from 2018 through 2022. The segments presented in Table VII have been revised from those used in prior year disclosures to be consistent with the pools used in determining the collectively evaluated portion of the allowance for credit losses based on the CECL methodology in 2023.

As presented in Table VII, total loans outstanding at March 31, 2023 of $1,745,139,000 was more than double the corresponding total at December 31, 2018. The increase in loans outstanding includes the impact of acquisitions of banks located in Southeastern Pennsylvania in 2018 and 2019. Primarily as a result of the acquisitions, as well as expansion by opening 2 offices in Southcentral Pennsylvania, the mix of the loan portfolio has changed to become predominantly commercial in nature. At March 31, 2023, commercial loans represented 74% of the portfolio while residential loans totaled 23% of the portfolio; in comparison, commercial loans totaled 48% and residential loans totaled 47% of the portfolio at December 31, 2018.

Table VII shows an increase in commercial and industrial loans to $222,923,000 at December 31, 2020 followed by reductions in 2021, 2022 and the first quarter 2023. The elevated balance of commercial and industrial loans at December 31, 2020 included Paycheck Protection Program (PPP) loans of $132,269,000, a substantial portion of which were subsequently repaid. The outstanding balance of PPP loans was $155,000 at March 31, 2023.

At March 31, 2023, gross loans outstanding increased $5,099,000 from December 31, 2022. Gross loans outstanding at December 31, 2022 increased $175,191,000, or 11.2%, from the total at December 31, 2021. The pace of loan growth in 2023 will depend on the impact of potential further increases in interest rates, potential deterioration in economic conditions and 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. Total participation loans outstanding amounted to $42,047,000 at March 31, 2023, down from $44,723,000 at December 31, 2022.

At March 31, 2023, the total recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $95,524,000, or 5.5% of total gross loans receivable. Within this segment, at March 31, 2023, there was 1 loan with a recorded investment of $2,615,000 risk rated as Special Mention with no related ACL, and 1 loan with a recorded investment of $1,379,000 risk rated as Substandard and nonaccrual with an ACL of $182,000. The remainder of the non-owner occupied commercial real estate loans for the primary purpose of office space utilization totaling $91,530,000 were accruing interest and risk rated Pass at March 31, 2023.

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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 March 31, 2023, the Corporation’s activity under the MPF Direct Program has been minimal.

For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At March 31, 2023, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $1,376,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2022 was $1,515,000.

At March 31, 2023, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $331,326,000, including loans sold through the MPF Xtra program of $153,437,000 and loans sold through the Original program of $167,889,000. At December 31, 2022, outstanding balances of loans sold and serviced through the two programs totaled $325,677,000, including loans sold through the MPF Xtra program of $155,506,000 and loans sold through the Original Program of $170,171,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of March 31, 2023 and December 31, 2022.

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. Pursuant to 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 as of July 1, 2020 and recorded an allowance for SBA claim 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 was $4,799,000 at March 31, 2023 and $4,847,000 at December 31, 2022 with an allowance for SBA claim adjustments (included in accrued interest and other liabilities in the consolidated balance sheets) of $90,000 at March 31, 2023 and December 31, 2022. In the three months ended March 31, 2023, the Corporation did not record an increase or reduction in other noninterest expense related to amounts realized on SBA claims in excess of prior estimates, as compared to a reduction of $242,000 in the three months ended March 31, 2022.

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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,
	2023		2022		2021		2020		2019		2018
Commercial real estate - nonowner occupied:
Nonowner occupied	$	457,814	$	454,386	$	358,352	$	328,662	$	208,579	$	115,128
Multi-family (5 or more) residential		58,111		55,406		49,054		54,893		30,474		7,104
1-4 Family - commercial purpose		166,773		165,805		175,027		198,918		147,121		35,176
Total commercial real estate - nonowner occupied		682,698		675,597		582,433		582,473		386,174		157,408
Commercial real estate - owner occupied		221,766		205,910		196,083		191,075		78,729		38,478
All other commercial loans:
Commercial and industrial		83,420		95,368		118,488		222,923		67,288		49,947
Commercial lines of credit		119,109		141,444		106,338		105,802		92,509		65,492
Political subdivisions		85,555		86,663		75,401		46,295		46,054		49,037
Commercial construction and land		70,612		60,892		59,505		41,000		32,717		11,126
Other commercial loans		26,106		25,710		26,498		29,310		28,735		23,130
Total all other commercial loans		384,802		410,077		386,230		445,330		267,303		198,732
Residential mortgage loans:
1-4 Family - residential		372,241		363,005		327,593		356,532		388,415		360,195
1-4 Family residential construction		29,479		30,577		23,151		18,736		14,640		24,698
Total residential mortgage		401,720		393,582		350,744		375,268		403,055		384,893
Consumer loans:
Consumer lines of credit (including HELOCs)		35,245		36,650		33,522		34,566		30,810		31,955
All other consumer		18,908		18,224		15,837		15,497		16,151		16,097
Total consumer		54,153		54,874		49,359		50,063		46,961		48,052
Total		1,745,139		1,740,040		1,564,849		1,644,209		1,182,222		827,563
Less: allowance for credit losses on loans		(18,346)		(16,615)		(13,537)		(11,385)		(9,836)		(9,309)
Loans, net	$	1,726,793	$	1,723,425	$	1,551,312	$	1,632,824	$	1,172,386	$	818,254

PROVISION AND ALLOWANCE FOR CREDIT LOSSES

Effective January 1, 2023, the Corporation adopted ASC 326 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”). At January 1, 2023, the impact of adopting CECL included an increase in gross loans receivable of $806,000 as compared to December 31, 2022 and an increase in the allowance for credit losses of $2,104,000 as compared to the allowance for loan losses determined under the Incurred Loss method at December 31, 2022.

The credit for credit losses (reduction in expense) was $352,000 in the first quarter 2023 as compared to the first quarter 2022 provision for loan losses of $891,000. The credit for credit losses in the first quarter 2023 resulted mainly from a reduction in the allowance related to the commercial segment of the portfolio. The net credit for loan losses in the first quarter 2023 included the impact of a reduction in qualitative factors applied to commercial loan pools, mainly due to an improvement in data used to evaluate commercial real estate values in the Corporation’s relevant market areas at March 31, 2023 as compared to January 1, 2023, along with a reduction in the historical net charge-off percentage for non-owner occupied commercial real estate.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

These adjustments were partially offset by the impact of an increase in the allowance at March 31, 2023 as compared to January 1, 2023 based on changes in the economic forecast. Within the net credit for credit losses on loans in the first quarter 2023, the provision related to specific loans was $205,000, including net charge-offs of $61,000 and an increase in specific allowances on loans of $144,000. In comparison, 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).

Table X shows that total nonperforming assets as a percentage of total assets was 0.60% at March 31, 2023, down from 1.04% at December 31, 2022 and lower than that at year-end 2018 through 2021. Total nonperforming assets were $14.6 million at March 31, 2023, down from $25.6 million at December 31, 2022. Similarly, total loans individually evaluated for credit loss decreased to $9.3 million at March 31, 2023 from $19.4 million at December 31, 2022. The net decrease in nonperforming assets at March 31, 2023 compared to December 31, 2022 included the impact of a $10.0 million payoff in the first quarter 2023 on a commercial loan relationship that was classified as nonaccrual at December 31, 2022. The reduction also included a paydown of $2,180,000 in the first quarter 2023 on a commercial loan for which partial charge-offs totaling $3,942,000 were recorded in 2022. The remaining carrying value of this loan was $474,000 at March 31, 2023. These reductions were partially offset by the addition to nonaccrual of a commercial loan relationship totaling $1,931,000 at March 31, 2023. Based on an estimate of the liquidation value of the real estate collateralizing the relationship, an allowance of $182,000 was recorded at March 31, 2023.

In the first quarter 2023, net charge-offs were minimal by historical standards, totaling $61,000. Table VIII shows annual average net charge-off rates ranging from a high of 0.26% in 2022 to a low of 0.02% in 2018.

Over the period 2018-2022 and the first three months of 2023, 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 individual loans, and may significantly impact the provision for credit losses and the amount of total charge-offs reported in any one period.

Management believes it has been conservative in its decisions concerning identification of loans requiring individual evaluation for credit loss, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the allowances calculated as of March 31, 2023. 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 credit losses.

TABLE VIII - ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES


(Dollars In Thousands)	Three Months Ended
	March 31,			March 31,			Years Ended December 31,
	2023			2022			2022			2021			2020			2019			2018
Balance, beginning of year	$	16,615		$	13,537		$	13,537		$	11,385		$	9,836		$	9,309		$	8,856
Increase due to adoption of CECL		2,104			0			0			0			0			0			0
Charge-offs		(67)			(180)			(4,245)			(1,575)			(2,465)			(379)			(497)
Recoveries		6			23			68			66			101			57			366
Net charge-offs		(61)			(157)			(4,177)			(1,509)			(2,364)			(322)			(131)
(Credit) provision for credit losses		(312)			891			7,255			3,661			3,913			849			584
Balance, end of period	$	18,346		$	14,271		$	16,615		$	13,537		$	11,385		$	9,836		$	9,309
Net charge-offs as a % of average loans		0.00	%		0.01	%		0.26	%		0.09	%		0.16	%		0.03	%		0.02	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE IX - COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES

UPON ADOPTION OF CECL


(In Thousands)	March 31,		January 1,
	2023		2023
Loans individually evaluated	$	895	$	751
Loans collectively evaluated:
Commercial real estate - nonowner occupied		9,045		9,641
Commercial real estate - owner occupied		1,759		1,765
All other commercial loans		3,477		3,914
Residential mortgage		2,864		2,407
Consumer		306		241
Total Allowance	$	18,346	$	18,719

PRIOR TO CECL ADOPTION


(In Thousands)	As of December 31,
	2022		2021		2020		2019		2018
ASC 310 - Impaired loans - individually evaluated	$	453	$	740	$	925	$	1,051	$	1,605
ASC 450 - Collectively evaluated:
Commercial		10,845		7,553		5,545		3,913		3,102
Residential mortgage		4,073		4,338		4,091		4,006		3,870
Consumer		244		235		239		281		233
Unallocated		1,000		671		585		585		499
Total Allowance	$	16,615	$	13,537	$	11,385	$	9,836	$	9,309

TABLE X - PAST DUE LOANS AND NONPERFORMING ASSETS


(Dollars In Thousands)	March 31,			As of December 31,
	2023			2022			2021			2020			2019			2018
Loans individually evaluated with a valuation allowance	$	5,802		$	3,460		$	6,540		$	8,082		$	3,375		$	4,851
Loans individually evaluated without a valuation allowance		3,507			14,871			2,636			2,895			1,670			4,923
Purchased credit impaired loans		0			1,027			6,558			6,841			441			0
Total impaired loans	$	9,309		$	19,358		$	15,734		$	17,818		$	5,486		$	9,774
Total loans past due 30-89 days and still accruing	$	5,493		$	7,079		$	5,106		$	5,918		$	8,889		$	7,142
Nonperforming assets:
Purchased credit impaired loans	$	0		$	1,027		$	6,558		$	6,841		$	441		$	0
Other nonaccrual loans		12,876			22,058			12,441			14,575			8,777			13,113
Total nonaccrual loans		12,876			23,085			18,999			21,416			9,218			13,113
Total loans past due 90 days or more and still accruing		1,216			2,237			2,219			1,975			1,207			2,906
Total nonperforming loans		14,092			25,322			21,218			23,391			10,425			16,019
Foreclosed assets held for sale (real estate)		459			275			684			1,338			2,886			1,703
Total nonperforming assets	$	14,551		$	25,597		$	21,902		$	24,729		$	13,311		$	17,722

Total nonperforming loans as a % of loans		0.81	%		1.46	%		1.36	%		1.42	%		0.88	%		1.94	%
Total nonperforming assets as a % of assets		0.60	%		1.04	%		0.94	%		1.10	%		0.80	%		1.37	%
Allowance for credit losses as a % of total loans		1.05	%		0.95	%		0.87	%		0.69	%		0.83	%		1.12	%

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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.

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 $23,314,000 at March 31, 2023.

The Corporation’s outstanding, available, and total credit facilities at March 31, 2023 and December 31, 2022 are as follows:


	Outstanding				Available				Total Credit
(In Thousands)	March 31,		December 31,		March 31,		December 31,		March 31,		December 31,
	2023		2022		2023		2022		2023		2022
Federal Home Loan Bank of Pittsburgh	$	201,357	$	150,099	$	655,577	$	689,279	$	856,934	$	839,378
Federal Reserve Bank Discount Window		0		0		22,340		23,107		22,340		23,107
Other correspondent banks		0		0		95,000		95,000		95,000		95,000
Total credit facilities	$	201,357	$	150,099	$	772,917	$	807,386	$	974,274	$	957,485

At March 31, 2023, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowings of $91,000,000, long-term borrowings of $98,649,000 and letters of credit totaling $11,708,000. At December 31, 2022, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowing of $77,000,000, long-term borrowings of $62,272,000 and letters of credit totaling $10,827,000. Additional information regarding borrowed funds is included in Note 8 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. In light of the unrealized loss at March 31, 2023 resulting from increases in interest rates in 2022, as described in more detail in the Securities section of Management’s Discussion and Analysis, management would be more likely in the near term to utilize securities as collateral for borrowings than to sell securities in such an emergency situation. At March 31, 2023, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $269,763,000.

Deposits totaled $1,916,040,000 at March 31, 2023, down $81,553,000 (4.1%) from $1,997,593,000 at December 31, 2022. Average total deposits of $1,931,126,000 for the first quarter 2023 were down $96,020,000 (4.7%) from the fourth quarter 2022 and were flat as compared to average deposits of $1,931,681,000 for the first quarter 2022. The reduction in total deposits included a reduction in the estimated amount of deposits in excess of FDIC insurance levels (uninsured deposit balances) of $75.6 million as compared to December 31, 2022. The net reduction in deposits resulted from several factors, including the impact of customer funds transferred to higher-yielding investment alternatives and seasonal reductions in municipal deposits. At March 31, 2023, the Corporation’s estimated uninsured deposits totaled $613.9 million, or 31.7% of total deposits, down from $689.4 million or 34.2% of total deposits at December 31, 2022. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $189.2 million, or 9.8% of total deposits at March 31, 2023.

The highly liquid sources of available funds described above, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh, unused availability on the Federal Reserve Bank of Philadelphia’s discount window, available federal funds lines with other banks and unencumbered available-for-sale debt securities totaled $1.043 billion at March 31, 2023. Available funding from these sources exceeded the amount of uninsured deposits noted above by 69.9% at March 31, 2023.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Despite the reduction in deposit balances in the first quarter 2023, based on the ample sources of highly liquid funds as described above, management believes the Corporation is well-positioned to meet its short-term and long-term funding obligations.

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at March 31, 2023; however, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies.

Details concerning capital ratios at March 31, 2023 and December 31, 2022 are presented below. Management believes, as of March 31, 2023, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows the Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at March 31, 2023 and December 31, 2022 exceed the Corporation’s Board policy threshold levels.


(Dollars in Thousands)											Minimum To Be
								Minimum To Maintain			Well
					Minimum			Capital Conservation			Capitalized Under			Minimum To Meet
					Capital			Buffer at Reporting			Prompt Corrective			the Corporation's
	Actual				Requirement			Date			Action Provisions			Policy Thresholds
	Amount		Ratio		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio
March 31, 2023:
Total capital to risk-weighted assets:
Consolidated	$	287,182	16.49	%	N/A	N/A		N/A	N/A		N/A	N/A		$	182,849	≥10.5	%
C&N Bank		268,292	15.44	%	138,989	≥8	%	182,423	≥10.5	%	173,736	≥10	%		182,423	≥10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		243,024	13.96	%	N/A	N/A		N/A	N/A		N/A	N/A			148,021	≥8.5	%
C&N Bank		248,768	14.32	%	104,242	≥6	%	147,676	≥8.5	%	138,989	≥8	%		147,676	≥8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		243,024	13.96	%	N/A	N/A		N/A	N/A		N/A	N/A			121,900	≥7	%
C&N Bank		248,768	14.32	%	78,181	≥4.5	%	121,615	≥7.0	%	112,928	≥6.5	%		121,615	≥7	%
Tier 1 capital to average assets:
Consolidated		243,024	10.07	%	N/A	N/A		N/A	N/A		N/A	N/A			193,026	≥8	%
C&N Bank		248,768	10.38	%	95,868	≥4	%	N/A	N/A		119,835	≥5	%		191,737	≥8	%

December 31, 2022:
Total capital to risk-weighted assets:
Consolidated	$	285,397	15.72	%	N/A	N/A		N/A	N/A		N/A	N/A		$	190,590	≥10.5	%
C&N Bank		265,784	14.68	%	144,873	≥8	%	190,145	≥10.5	%	181,091	≥10	%		190,145	≥10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		243,750	13.43	%	N/A	N/A		N/A	N/A		N/A	N/A			154,287	≥8.5	%
C&N Bank		248,744	13.74	%	108,654	≥6	%	153,927	≥8.5	%	144,873	≥8	%		153,927	≥8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		243,750	13.43	%	N/A	N/A		N/A	N/A		N/A	N/A			127,060	≥7	%
C&N Bank		248,744	13.74	%	81,491	≥4.5	%	126,764	≥7.0	%	117,709	≥6.5	%		126,764	≥7	%
Tier 1 capital to average assets:
Consolidated		243,750	10.11	%	N/A	N/A		N/A	N/A		N/A	N/A			192,941	≥8	%
C&N Bank		248,744	10.38	%	95,826	≥4	%	N/A	N/A		119,783	≥5	%		191,652	≥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 first quarter 2023, 77,430 shares were repurchased for a total cost of $1,662,000, at an average price of $21.47 per share. Cumulatively through March 31, 2023, 752,130 shares have been repurchased for a total cost of $18,249,000, at an average price of $24.26 per share.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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.

To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At March 31, 2023, 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 March 31, 2023, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was 7.44%.

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 (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 loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $43,271,000 at March 31, 2023 and $50,370,000 at December 31, 2022. The increase in stockholders’ equity in the first three months of 2023 from the change in accumulated other comprehensive loss resulted from a decrease in interest rates. Changes in accumulated other comprehensive loss are excluded from earnings and directly increase or decrease stockholders’ equity. To the extent unrealized losses on available-for-sale debt securities result from credit losses, unrealized losses are recorded as a charge against earnings. The securities section of Management’s Discussion and Analysis and Notes 1 and 5 to the unaudited consolidated financial statements provide additional information concerning management’s evaluation of available-for-sale debt securities for credit losses at March 31, 2023.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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 available-for-sale debt securities 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

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the economic value of equity. For purposes of these calculations, the economic value of equity includes the discounted present 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 projected results based on the model includes the impact of 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. Further, the projected results are impacted by assumptions regarding the run-off and the extent of sensitivity to interest rate changes of deposits with no stated maturity (checking, savings and money market accounts). 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 economic value of 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. As described in more detail below, the Corporation made changes in the estimated rate sensitivity of nonmaturity deposits in the March 31, 2023 analysis presented in Table XI.

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 economic value of equity from the baseline values based on current rates.

Table XI, which follows this discussion, is based on the results of calculations performed using the simulation model as of March 31, 2023 and December 31, 2022. In the analysis based on March 31, 2023 data, the amounts of net interest income and economic value of equity decrease in the upward rate scenarios. Further, net interest income also decreases slightly in the downward rate scenarios, reflecting the limitations on the benefit of falling rates on some deposit types due to a 0% assumed floor. The results based on March 31, 2023 data as presented in Table XI are significantly different from the results based on the modeling performed using December 31, 2022 data which showed the net interest income profile to be asset-sensitive. In the analysis based on March 31, 2023 data, management assumed that, in rising rate scenarios, the average rate to be paid on interest checking, savings and money market accounts would increase by a higher percentage of the baseline scenario as compared to the assumptions used in the December 31, 2022 analysis. This change reflects management’s assessment that, in light of significant increases in short-term interest rates that have occurred over the course of 2022 and year-to-date in 2023, the Corporation’s deposit rates would increase to a greater extent if such scenarios would occur. The Table also shows that as of the respective dates, despite the impact of the modeling changes related to deposits, the changes in net interest income and changes in economic value were within the policy limits in all scenarios.

Under U.S. generally accepted accounting principles, available-for-sale debt securities are carried at fair value as of each balance sheet date. 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 (loss) within stockholders’ equity.

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Increases in interest rates have caused the fair value of the Corporation’s available-for-sale debt securities to decrease, resulting in an accumulated other comprehensive loss of $43.3 million at March 31, 2023. In contrast, most of the Corporation’s other financial instruments, including loans receivable (held for investment), deposits and borrowed funds are carried on the balance sheet at historical cost without adjustment for the impact of changes in interest rates.

TABLE XI – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES


March 31, 2023 Data
(In Thousands)	Period Ending March 31, 2024

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	135,866	$	58,067		$	77,799		(13.6)	%	25.0	%
+300		130,871		47,820			83,051		(7.7)	%	20.0	%
+200		125,884		38,979			86,905		(3.5)	%	15.0	%
+100		120,817		31,419			89,398		(0.7)	%	10.0	%
0		115,538		25,510			90,028		0.0	%	0.0	%
-100		110,114		21,921			88,193		(2.0)	%	10.0	%
-200		104,633		18,562			86,071		(4.4)	%	15.0	%

	Economic Value of Equity at March 31, 2023

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	328,395		(24.8)	%		50.0	%
+300		364,273		(16.6)	%		45.0	%
+200		395,634		(9.4)	%		35.0	%
+100		421,298		(3.5)	%		25.0	%
0		436,769		0.0	%		0.0	%
-100		439,414		0.6	%		25.0	%
-200		439,736		0.7	%		35.0	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


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

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	131,145	$	34,767		$	96,378		8.9	%	25.0	%
+300		125,127		30,816			94,311		6.6	%	20.0	%
+200		119,561		26,864			92,697		4.8	%	15.0	%
+100		113,703		22,912			90,791		2.6	%	10.0	%
0		107,451		18,961			88,490		0.0	%	0.0	%
-100		101,048		15,516			85,532		(3.3)	%	10.0	%
-200		94,854		13,240			81,614		(7.8)	%	15.0	%

	Economic Value of Equity at December 31, 2022

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	498,368		0.3	%		50.0	%
+300		496,186		(0.1)	%		45.0	%
+200		501,422		1.0	%		35.0	%
+100		501,991		1.1	%		25.0	%
0		496,650		0.0	%		0.0	%
-100		485,332		(2.3)	%		25.0	%
-200		468,195		(5.7)	%		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.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2023, the Corporation implemented new CECL accounting policies, procedures, and controls as part of its adoption of ASU No. 2016-13 and subsequent ASUs issued to amend ASC Topic 326. There were no other significant changes made to 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.

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 16, 2023 except for the following:

Risks Related to Recent Banking Industry Turmoil

The Corporation is exposed to the risk that when a bank or other financial institution experiences financial difficulties, there could be an adverse “contagion” impact on other banking institutions. The recent failures of Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California during the first and second quarters of 2023 have caused an element of panic and uncertainty in the investor community and among bank customers generally, including, specifically, deposit customers. While the Corporation does not believe that the circumstances of these three failures are necessarily indicators of broader issues for concern with all other banks or with the banking system itself, the failures are likely to reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have negative reputational ramifications for institutions in the banking industry, including, possibly, the Corporation. The Corporation will continue to closely monitor the ongoing events and volatility in the financial services industry, together with any responsive measures taken by the banking regulators to mitigate or manage the turmoil.

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 March 31, 2023, 752,130 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 first quarter 2023.


				Total Number of	Maximum
				Shares	Number of
				Purchased	Shares that May
				as Part of	Yet
				Publicly	be Purchased
	Total Number	Average		Announced	Under
	of Shares	Price Paid		Plans	the Plans or
Period	Purchased	per Share		or Programs	Programs
January 1 - 31, 2023	0	$	N/A	674,700	325,300
February 1 - 28, 2023	0	$	N/A	674,700	325,300
March 1 - 31, 2023	77,430	$	21.47	752,130	247,870

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Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Item 6. Exhibits

3.1	Articles of Incorporation	Incorporated by reference to Exhibit 3.1 of The Corporation’s Form 10-Q filed May 6, 2022

3.2	By-laws	Incorporated by reference to Exhibit 3.1 of The Corporation’s Form 8-K filed 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

10.1	Employment agreement dated February 1, 2023 between the Corporation and Kelley A. Cwiklinski	Filed herewith

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

101.INS	Inline XBRL Instance Document.	Filed herewith

101.SCH	Inline XBRL Schema Document.	Filed herewith

101.CAL	Inline XBRL Calculation Linkbase Document.	Filed herewith

101.DEF	Inline XBRL Definition Linkbase Document.	Filed herewith

101.LAB	Inline XBRL Label Linkbase Document.	Filed herewith

101.PRE	Inline XBRL Presentation Linkbase Document.	Filed herewith

104	The cover page of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (contained in Exhibit 101).	Filed herewith

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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


May 5, 2023		By: /s/ J. Bradley Scovill
Date		President and Chief Executive Officer



May 5, 2023		By: /s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

EX-10.1 2 cznc-20230331xex10d1.htm EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

As Amended and Restated Effective February 1, 2023

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 1, 2023 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and Kelley A. Cwiklinski, an adult individual ("Executive").

WITNESSETH:

WHEREAS, the Bank is a wholly-owned subsidiary of the Corporation; and

WHEREAS, Executive currently is employed as Senior Vice President – Regional Commercial Lending Executive of the Corporation and the Bank pursuant to an employment agreement dated as of December 18, 2019 (the "Existing Employment Agreement"); and

WHEREAS, the Corporation and the Bank each desire to continue to employ Executive under the terms of this Agreement, and Executive desires to accept such employment, effective as of February 1, 2023, all upon the terms and conditions set forth herein; and

WHEREAS, this Agreement supersedes and replaces all previous employment agreements between the Executive, the Corporation and the Bank, including the Existing Employment Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements set forth herein and intending to be legally bound, agree as follows:

1.Employment. Effective as of the date hereof, the Corporation and the Bank each hereby employ Executive and Executive hereby accepts employment with Corporation and the Bank, on the terms and conditions set forth in this Agreement.

2.Duties of Executive. Executive shall serve as Executive Vice President – Chief Commercial Lending Officer of the Corporation and the Bank, report to the Chief Revenue Officer of the Bank, be a part of the Executive Leadership Team of the Corporation and the Bank and shall have supervision and control over, and responsibility for, the overall financial performance and management of the commercial banking team and shall be accountable for developing and implementing a business plan to grow commercial loans and relationships, and serve as the Bank’s primary contact with the Bank's Chief Revenue Officer to insure that loan policies and procedures and credit quality standards are met, and shall have such other powers and duties as may from time to time be prescribed by the Chief Revenue Officer of the Corporation and the Bank, provided such powers and duties are consistent with the Executive's position. Executive shall devote Executive’s full business time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, (c) engaging in civic, charitable or religious activities, or (d) being involved in any other activity with the prior approval of the Corporation or the Bank. During the Employment Period, the Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

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3.Term of Agreement.

3.1Employment Period. This Agreement shall be for a one (1) year period (the "Employment Period") beginning on the Effective Date and, if not previously terminated pursuant to the terms of this Agreement, the Employment Period shall end on the close of business on the day prior to the first anniversary of the Effective Date; provided, however, that unless either party shall give written notice of non-renewal to the other party at least ninety(90) days prior to the end of the Employment Period (the "Renewal Date"), this Agreement will be automatically renewed for a period ending twelve (12) months from the Renewal Date, and unless either party gives written notice of non-renewal to the other party at least ninety (90) days prior to the Renewal Date in each successive calendar year thereafter, the Employment Period will be automatically renewed for successive twelve (12) month periods.

3.2Termination for Cause. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement may be terminated by the CEO of the Corporation or the Bank for Cause (as defined herein) upon written notice from the CEO of the Corporation or the Bank to Executive. As used in this Agreement, "Cause" shall mean any of the following:

a) Executive's conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive for a period of thirty (30) consecutive days or more;

b) Executive's willful continuing failure to follow the lawful and reasonable instructions of the officers to which Executive reports at the Corporation or the Bank (which instructions must be consistent with the terms of this Agreement), after no less than 30 days from the Executive's receipt of written notice, other than a failure resulting from Executive's incapacity because of physical or mental illness;

c) A government regulatory agency recommends or orders in writing that the Corporation or the Bank terminate the employment of the Executive with the Corporation or the Bank or relieve her of her duties as such relate to the Corporation or the Bank;

d) Executive's intentional and material violation of any of the provisions of this Agreement; provided Executive is provided with written notice describing the violation and thirty (30) days within which to cure, to the extent the violation is capable of being cured;

e) Conduct on the part of the Executive bringing public discredit to the Bank;

f) Executive's breach of fiduciary duty involving personal profit; or

g) Executive's material violation of Bank policies and procedures; provided Executive is provided with written notice describing the violation and thirty (30) days within which to cure, to the extent the violation is capable of being cured.

If this Agreement is terminated for Cause, all of Executive's rights under this Agreement shall cease as of the effective date of such termination, except that:

SL1 1617234v16 002256.00058

a) the Bank shall pay to Executive the unpaid portion, if any, of her Annual Base Salary (as defined herein) through the date of termination plus the value of accrued but unused vacation as of such date; and

b) the Bank shall provide to Executive such post-employment benefits, if any, as may be provided for under the terms of the employee benefit plans of the Bank then in effect.

3.3Termination for Good Reason. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement shall terminate automatically upon Executive's termination of employment for Good Reason. The term "Good Reason" shall mean (i) a material reduction in salary or benefits, including under any incentive compensation plan, (ii) a material diminution in Executive’s title, authority, duties or reporting lines, (iii) a reassignment which assigns full-time employment duties to Executive at a location more than thirty five (35) miles from the former Covenant Bank's corporate headquarters in Doylestown, Pennsylvania on the date of this Agreement, (iv) the receipt of a written notice of non-renewal from the Company to Executive pursuant to Section 3.1 of this Agreement, or (v) any other material breach or default by the Corporation or the Bank under any term or provision of this Agreement or any material breach of Executive’s rights under any employment policies or employee benefit plans, including any reduction, in any material respect and without Executive's consent, of the authority, duties or other terms and conditions of Executive's employment hereunder; provided that, in all instances provided in this Section 3.3, Executive has delivered written notice to the Corporation within thirty (30) days after the initial existence of any such condition that the condition constitutes Good Reason, and the Corporation and Bank fail to cure such situation within thirty (30) days after receipt of said notice.

If such termination occurs for Good Reason, then Bank shall pay Executive such benefits as are set forth in Section 7 of this Agreement.

3.4Death. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement shall terminate automatically upon Executive's death and Executive's rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Executive's spouse, personal representative, or estate the unpaid portion, if any, of her Annual Base Salary through date of death, any earned but unpaid bonus due from the prior calendar year plus the value of accrued but unused vacation as of such date and the balance of the payments (if any) owing pursuant to Section 18(b) below, and (ii) the Bank shall provide to Executive's dependents any benefits due under the Bank's employee benefit plans, including the value of accrued but unused vacation as of such date.

3.5Disability. If the Executive becomes disabled because of sickness, physical or mental disability, or any other reason, the Corporation and the Bank shall have the option to terminate this Agreement by giving thirty (30) days written notice of termination to the Executive; provided, however, that Executive shall continue to be eligible for benefits under the Bank's long term disability insurance plan. Executive shall be deemed to have become "disabled" at such time as she qualifies (after expiration of any applicable waiting period) to receive benefits for partial or total disability under the Bank's employee long term disability insurance plan. If Executive's employment shall be terminated by reason of her disability, the Bank shall pay Executive her then current Annual Base Salary prorated through the date of termination, any earned but unpaid bonus due from the prior calendar year plus the value of accrued but unused vacation as of such date, together with the amount of any unreimbursed business expenses as of the date of termination and, except as otherwise provided in this Section 3.5, the Corporation and the Bank shall have no further obligation to the Executive under this Agreement.

4.Employment Period Compensation, Benefits and Expenses.

SL1 1617234v16 002256.00058

4.1Annual Base Salary. For services performed by Executive under this Agreement, Bank shall pay Executive an annual base salary during the Employment Period at the rate of Two Hundred Ninety-Two Thousand Dollars ($292,000) per year, minus applicable withholdings and deductions, payable at the same times as salaries are payable to other employees of the Bank ("Annual Base Salary"). The Annual Base Salary shall be reviewed annually by the Compensation Committee of the Board of Directors (or such other committee as performs such functions, the "Compensation Committee") and the Compensation Committee may, from time to time, increase. Executive's Annual Base Salary, and any and all such increases, shall be deemed to constitute amendments to this Section 4.1 to reflect the increased amounts, effective as of the date established for such increases by the Board. In reviewing adjustments to Annual Base Salary, the Compensation Committee shall consider relevant market data regarding executive salaries at peer financial institutions and the performance of the Corporation and the Bank under the Executive's leadership.

4.2Bonus. The Corporation and the Bank may provide for the payment of an annual bonus to the Executive as it deems appropriate to provide incentive to the Executive and to reward the Executive for Executive’s performance. Such bonus may, but need not be, determined in accordance with any approved incentive bonus programs. The payment of any such bonuses will not reduce or otherwise affect any other obligation of the Corporation or the Bank to the Executive provided for in this Agreement.

4.3Vacations, Holiday, etc. During the term of this Agreement, Executive shall be entitled to be paid annual vacation in accordance with the policies as established from time to time by the Board of Directors of the Bank, but in no event less than four (4) weeks during each calendar year. However, Executive shall not be entitled to receive any additional compensation from Bank for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next. The Executive shall also be entitled to all paid holidays, sick days and personal days provided by the Bank to its regular full-time employees.

4.4Automobile. During the term of this Agreement, the Bank shall provide the Executive with a vehicle allowance of Seven Hundred Fifty Dollars ($750.00) per month.

4.5Employee Benefit Plans. During the term of this Agreement, the Executive shall be eligible to participate in or receive benefits under all Bank employee benefit plans including, but not limited to, any pension plan, profit-sharing plan, savings plan, life insurance plan, medical/health insurance plan, disability insurance plan and other health and welfare benefits as made available by the Bank to its full time employees generally, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and provided, further that such participation does not violate any state or federal law, rule or regulation.

4.6Business Expenses. During the term of this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive, which are properly accounted for, in accordance with the policies and procedures established by the Corporation or the Bank for their employees.

5.Termination of Employment Pursuant to a Change in Control - Definitions.

5.1Any of the following events occurring during the period commencing with the date of a "Change in Control" (as defined in Section 5.2 of this Agreement) and ending on the second anniversary of the date of the Change in Control, shall constitute a "Termination Pursuant to a Change in Control" for purposes of this Agreement:

a) Executive's employment is terminated by the Corporation or Bank or any acquirer or successor thereof without Cause; or b) Executive terminates Executive's employment for Good Reason.

SL1 1617234v16 002256.00058

5.2As used in this Agreement, "Change in Control" shall mean the occurrence immediately of any of the following:

a) the consummation of (I) a merger, consolidation, division or other fundamental transaction involving the Corporation or the Bank, (II) a sale, exchange, transfer or other disposition of substantially all of the assets of the Corporation or the Bank to any entity which is not a direct or indirect subsidiary of the Corporation, or (III) a purchase by the Corporation or the Bank of substantially all of the assets of another entity; unless (Y) such merger, consolidation, division, sale, exchange, transfer, purchase, disposition or other transaction is approved in advance by eighty percent (80%) or more of the members of the Board of Directors of the Corporation who are not interested in the transaction and (Z) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and a majority of the Board of Directors of such entity's parent corporation, if any, are former members of the Board of Directors of the Corporation; or

b) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than the Corporation, a direct or indirect subsidiary of the Corporation, or a person who is the beneficial owner of more than twenty-five percent (25%) of the Corporation's outstanding securities on the date of this Agreement becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of Corporation's then outstanding securities; or

c) during any period of two (2) consecutive years during the term of Executive's employment under this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

d) any other change in control of the Corporation or the Bank similar in effect to any of the foregoing.

6.Rights in the Event of a Termination of Employment Pursuant to a Change in Control.

6.1Right to Compensation. In the event of a Termination Pursuant to a Change in Control, Executive shall be entitled to receive the compensation and benefits set forth below:

a) Executive shall be paid, within twenty (20) days following termination, a lump sum cash payment equal to one and one-half (1.5) times the sum of (1) the highest Annual Base Salary during the immediately preceding three calendar years, (2) the highest cash bonus and other cash incentive compensation earned by Executive with respect to one of the three calendar years immediately preceding the year of termination and (3) the highest value of stock options and other stock-based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant date fair value of the award determined in accordance with FASB ASC Topic 718 or any amendments or supplements thereto ("Share-Based Payments"). The amount shall be subject to federal, state, and local tax withholdings.

SL1 1617234v16 002256.00058

b) In addition, for a period of eighteen (18) months from the date of termination of employment, Executive shall be permitted to continue participation in and the Bank shall maintain the same level of contribution for Executive's participation in the Bank's life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Executive during the one (1) year prior to her termination of employment, or, if Bank is not permitted by the insurance carriers to provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits).

6.2Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 6 be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

6.3Limitation on Payment and Benefits.

a) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise ("Total Payments") would otherwise exceed the amount (the "Safe Harbor Amount") that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and the Department of the Treasury (the "Department") Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the "Benefit Limit"):

I) the Safe Harbor Amount, or

II) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.

b) All determinations to be made under this Section 6.3 shall be made by an independent public accounting firm chosen by the Corporation (the "Accounting Firm"). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive's potential parachute payment under section 280G of the Code shall reduce by the value of those restrictive covenants to the extent consistent with section 280G of the Code.

c) In the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.

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d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6.3(b) or any attorney or accountant appointed to represent the Executive pursuant to Section 6.3(c) shall be borne solely by the Corporation.

e) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6.3, such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

7.Rights in Event of Termination of Employment Absent Change in Control.

a) If Executive's employment is involuntarily terminated by the Corporation or the Bank without Cause or is terminated by Executive for Good Reason pursuant to Section 3.3 (other than a Termination Pursuant to a Change in Control), then Bank shall pay (or cause to be paid) to Executive, within twenty (20) days following termination, a lump sum cash payment equal to one (1) times the sum of (l) the highest Annual Base Salary during the immediately preceding three calendar years, (2) the highest cash bonus and other cash incentive compensation earned by Executive with respect to one of the three calendar years immediately preceding the year of termination and (3) the highest value of stock options and other stock-based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant date fair value of the award determined in accordance with FASB ASC Topic 718 or any amendments or supplements thereto ("Share-Based Payments"). The amount shall be subject to federal, state and local tax withholdings. In addition, for a period of one (1) year from the date of termination of employment, Executive shall be permitted to continue participation in, and the Bank shall maintain the same level of contribution for, Executive's participation in the Bank's life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Executive during the one (1) year prior to her termination of employment, or, if Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits).

b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 7 be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

8.Covenant Not to Compete.

a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Executive shall not:

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I) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, either for her own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, (2) starting a new bank or (3) any other activity in which the Corporation, Bank or any of its subsidiaries are engaged during the Employment Period, in either case within a thirty-five (35) mile radius of the legal or principal executive office of the Corporation or the Bank and any branch banking office or other office of the Bank (the "NonCompetition Area"); or

II) solicit, directly or indirectly, current or former customers of the Corporation or the Bank or any of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or

III) solicit, directly or indirectly, any person who is employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Corporation or the Bank.

b) It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Corporation, the Bank and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

c) The provisions of this Section 8 shall be applicable commencing on the date of this Agreement and continuing for one (1) year after the effective date of the termination of Executive's employment. Notwithstanding the above provisions, if the Executive violates the provisions of this Section 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one (1) full year following the date of the settlement agreement or court order.

d) Executive hereby agrees that the provisions of this Section 8 are fully assignable by the Corporation and the Bank to any successor. Executive also acknowledges that the terms and conditions of this Section 8 will not be affected by the circumstances surrounding termination of Executive’s employment.

e) The Executive acknowledges and agrees that any breach of the restrictions set forth in this Section 8 will result in irreparable injury to the Corporation and the Bank for which it shall have no meaningful remedy at law, and the Corporation and the Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive's employer of attorney's fees and costs reasonably incurred in obtaining such final and nonappealable injunction. In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive's employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, the Corporation and the Bank shall be entitled to set off against or obtain reimbursement from Executive of any payments owed to the Executive hereunder.

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9.Non-Disparagement. Following the termination of the Executive's employment, the Executive shall not make any public statements which disparage the Corporation or Bank, and the Corporation and the Bank shall not make any public statements that disparage the Executive. Notwithstanding the foregoing, nothing in this Section shall prohibit either party from making truthful statements about the other when required by order of a court or other governmental or regulatory body having jurisdiction.

10.Unauthorized Disclosure. During the term of her employment hereunder, or at any later time, the Executive shall not, without the written consent of the Board of Directors of the Corporation and the Bank or a person authorized thereby (except as may be required pursuant to a subpoena or other legal process), knowingly disclose to any person, other than an employee of the Corporation and the Bank or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of her duties as an employee of the Corporation and the Bank, any material confidential information obtained by her while in the employ of the Corporation and the Bank with respect to any of the Corporation and the Bank's services, products, improvements, formulas, designs or styles, processes, customers, methods of business or any business practices the disclosure of which could be or will be damaging to the Corporation and the Bank; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or any person with the assistance, consent or direction of the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Corporation and the Bank or any information that must be disclosed as required by law.

11.Release. Notwithstanding any other provision of this Agreement, any severance or termination payments or benefits herein described are conditioned on the Executive's execution and delivery to the Corporation and Bank of an effective general release agreement in the form attached hereto as Exhibit A, as such form may be modified by the Corporation, solely in a manner consistent with any applicable requirements of the Older Workers Benefit Protection Act and any applicable state law. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive's execution of the release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.

12.Preemptive Considerations. Notwithstanding anything to the contrary set forth herein:

a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Corporation's or Bank's affairs by a notice served under Section 8(e)(3) or (g)(l) of the Federal Deposit Insurance Act (12) U.S.C. 1818(e)(3) and (g)(1)) or any amendments or supplements thereto, the obligations of the Corporation and Bank under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Corporation and Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while this Agreement's obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

b) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Corporation's or Bank's affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act (12) U.S.C. 1818(e)(4) or (g)(l )) or any amendments or supplements thereto, or equivalent provisions relating to a regulator with supervisory authority over the Corporation or Bank, all obligations of the Corporation or Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

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c) If the Corporation or Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act or equivalent provisions relating to a regulator with supervisory authority over the Corporation or Bank), all obligations under this Agreement shall terminate as of the date of default, but this Section 12(c) shall not affect any vested rights of the parties.

13.Indemnification; Liability Insurance. The Corporation and the Bank shall indemnify the Executive, to the fullest extent permitted by Pennsylvania law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against her by reason of the fact that she is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another person or entity. The Executive's right to indemnification provided herein is not exclusive of any other rights to which Executive may be entitled under applicable law, any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement. The Corporation shall use commercially reasonable efforts to obtain insurance coverage for the Executive under an insurance policy covering officers and directors of the Corporation and its subsidiaries and affiliates against lawsuits, arbitrations or other legal or regulatory proceedings; however, nothing herein shall be construed to require Corporation to obtain such insurance if the Corporation determines that such coverage cannot be obtained at a reasonable price.

14.Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive's address, in the case of notices to Executive, and to the principal executive office of the Corporation, in the case of notice to the Corporation or the Bank.

15.Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and an executive officer specifically designated by the Board of Directors of the Corporation. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16.Assignment. This Agreement shall not be assignable by any party, except by Bank and the Corporation to any successor in interest to its business.

17.Entire Agreement.

17.1This Agreement. Upon the Effective Date, this Agreement shall contain the entire agreement of the parties relating to the subject matter of this Agreement and shall supersede and replace the Existing Employment Agreement and any prior written or oral agreements between them respecting the within subject matter.

18.Successors; Binding Agreement.

a) The Corporation and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation and/or the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, "Corporation" and "Bank" shall mean the Corporation and the Bank, as defined previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or b) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees or legatees.

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otherwise.

If Executive should die: (i) after delivery of a notice of termination pursuant to Section 3.3; (ii) following a Termination Pursuant to a Change in Control; or (iii) following termination of Executive's employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee, or, if there is no such designee, to Executive's estate.

19.Arbitration. The Corporation, the Bank and Executive recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, with the exception of the covenant not to compete, non disparagement and non-disclosure provisions in Sections 8, 9 and 10, which the Corporation and/or the Bank may seek to enforce in any court of competent jurisdiction, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement are to be submitted to resolution, in Harrisburg, Pennsylvania, to the American Arbitration Association (the "Association") in accordance with the Association's National Rules for the Resolution of Employment Disputes or other applicable rules then in effect ("Rules"). The Corporation, the Bank or Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. The Corporation, the Bank and Executive may, as a matter or right, mutually agree on the appointment of a particular arbitrator from the Association's pool. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of act, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Corporation, Bank and Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein.

20.Legal Expenses. Bank will pay to the Executive all reasonable legal fees and expenses when incurred by the Executive in seeking to obtain or enforce any right or benefit provided by this Agreement, provided she brings the action in good faith and is successful on the merits.

21.Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

22.Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

23.Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

24.409A Safe Harbor.

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24.1General. It is intended that this Agreement shall comply with the provisions of section 409A of the Code and the Department of the Treasury (the "Department") Regulations relating thereto, or an exemption to section 409A of the Code. Any payments that qualify for the "short-term deferral" exception or another exception under section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the section 409A of the Code deferral election rules and the exclusion under section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period permitted by the applicable Department Regulations (or such later time as may be permitted under section 409A or any Internal Revenue Service or Department rules or other guidance issued thereunder), the Corporation may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to section 409A of the Code.

24.2In-Kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

24.3Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a "specified employee" for purposes of section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of section 409A of the Code that is otherwise due to the Executive under this Agreement during the six-month period following her separation from service (as determined in accordance with section 409A of the Code) shall be accumulated and paid to Executive on the first business day of the seventh month following her separation from service (the "Delayed Payment Date") and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive's employment constitute nonqualified deferred compensation within the meaning of section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Executive's separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) her spouse if he survives her, or (ii) to her estate if her spouse does not survive her, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive's death. The foregoing shall apply only to those payments required hereunder, if any, that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

25.Recoupment Policy. The Executive agrees that the Executive will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of the Corporation or Bank, as in effect from time to time and as approved by the Board of Directors or a duly authorized committee thereof, whether or not approved before or after the effective time of this Agreement.

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26.Survival. Notwithstanding anything contained herein to the contrary, Executive's obligations under Sections 8, 9, 10, 11 and 25 shall continue despite the expiration of the term of this Agreement or its termination.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of date first above written.

ATTEST:

CITIZENS & NORTHERN CORPORATION

/s/ Skye L. Mahosky By: /s/ J. Bradley Scovill

President & CEO

ATTEST:CITIZENS & NORTHERN BANK

/s/ Skye L. Mahosky By: /s/ J. Bradley Scovill

President & CEO

WITNESS:EXECUTIVE

/s/ Tracy E. Watkins /s/ Kelley A.

Name: Kelley A. Cwiklinski

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EXHIBIT A

Separation Agreement and General Release

Cwiklinski THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement'') is made by and between Kelley A. Cwiklinski (the "Executive"), Citizens & Northern Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the "Corporation'') and Citizens & Northern Bank, a Pennsylvania chartered bank (the "Bank").

WHEREAS, the Executive, the Corporation and the Bank entered into an Amended and Restated Employment Agreement dated February 1, 2023 (the "Employment Agreement") that sets forth the terms and conditions of the Executive's employment with the Corporation and the Bank, including the circumstances under which the Executive is eligible to receive severance pay.

NOW, THEREFORE, the Executive, the Corporation and the Bank each intending to be legally held bound, hereby agree as follows:

1.Consideration. In consideration for a release of claims and other promises and covenants set forth herein, the Corporation and the Bank agree to pay the Executive such consideration as is specified in Sections 6 and 7 of the Employment Agreement in accordance with the terms and conditions of the Employment Agreement.

2.Executive's Release. The Executive on the Executive's own behalf and together with the Executive's heirs, assigns, executors, agents and representatives hereby generally releases and discharges the Corporation and the Bank and their respective subsidiaries, affiliates and the respective predecessors, successors (by merger or otherwise) and assigns of any of the foregoing, together with each and every of the present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents of any of the foregoing, and the heirs and executors of any of the foregoing (herein collectively referred to as the "Releasees") from any and all suits, causes of action, complaints, obligations, demands, common law or statutory claims of any kind, whether in law or in equity, direct or indirect, known or unknown (hereinafter "Claims"), which the Executive ever had or now has against the Releasees, or any one of them occurring up to and including the date of this Agreement. Notwithstanding anything herein to the contrary, the Executive's release is not and shall not be construed as a release of any future claim by the Executive against the Corporation or the Bank, nor shall it be a release of (i) any claims to enforce this Agreement or applicable sections of the Employment Agreement; (ii) any claims relating to vested rights in retirement, benefits or equity plans; (iii) any claims for indemnity in connection any claim or threatened claim against Executive arising from her employment; (iv) any claim for unemployment compensation or workers compensation or any other claim that cannot lawfully be released by private agreement.

This release specifically includes, but is not limited to:

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a) any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses, except for the payment of amounts due under Sections 6 and/or 7 of the Employment Agreement;

b) any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;

c) any and all Claims for alleged employment discrimination on the basis of race, color, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or Executive order, including but not limited to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.,; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities Act, 42 U.S.C.§12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Executive Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1000, et seq. ("ERISA") or any comparable state statute or local ordinance;

d) any and all Claims under any federal or state statute relating to employee benefits or pensions;

e) any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and

f) any and all Claims for attorneys' fees and costs.

3.Acknowledgment. The Executive understands that the release of Claims contained in this Agreement extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this Agreement. The Executive further understands and acknowledges the significance and consequences of this Agreement and of each specific release and waiver, and expressly consents that this Agreement shall be given full force and effect to each and all of its express terms and provisions, including those relating to unknown and uncompensated Claims, if any, as well as those relating to any other Claims specified herein. Notwithstanding the foregoing, Executive has been advised and understands that nothing contained in this Agreement shall limit Executive's ability to communicate with or to file an administrative complaint or charge against the Corporation or the Bank with any federal, state or local agency, including, for instance, the Securities and Exchange Commission or the US Department of Labor, concerning possible violations of law or to receive an award, for information provided to governmental agencies.

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4.Remedies. All remedies at law or in equity shall be available to the Releasees for the enforcement of this Agreement. This Agreement may be pleaded as a full bar to the enforcement of any Claim that the Executive may assert against the Releasees. The non- prevailing party in any litigation shall pay for the prevailing party's costs and expenses of litigation including without limitation the prevailing parties attorney's fees.

5.No Admission. Neither the execution of this Agreement by the Corporation and the Bank, nor the terms hereof, constitute an admission by the Corporation or the Bank of any liability to the Executive.

6.Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and shall be binding upon their respective heirs, executors, administrators, successors and assigns. In the event there is any inconsistency between the terms of this Agreement and the Employment Agreement, the terms of this Agreement shall control.

7.Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, then such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms or provisions hereof, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.

8.Executive's Representation. The Executive represents and warrants that he or she has not assigned any claim that he or she purports to release hereunder and that he or she has the full power and authority to enter into this Agreement and bind each of the persons and entities that the Executive purports to bind. The Executive further represents and warrants that he or she is bound by, and agrees to remain bound by, the Executive's post-employment obligations set forth in the Employment Agreement.

9.Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated, except by a written agreement signed by the parties hereto.

10.Governing Authority. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws of any jurisdiction. The Executive agrees that the Corporation and the Bank shall have the right to commence and maintain an action hereunder in the state and federal courts appropriate for the location at which the Corporation maintains its corporate offices, and the Executive hereby submits to the jurisdiction and venue of such courts.

11.Fees and Costs. The parties shall bear their own attorneys' fees and costs.

12.Counterparts. This Agreement may be executed in counterparts.

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13.Legally Binding. The terms of this Agreement contained herein are contractual, and not a mere recital.

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IN WITNESS WHEREOF, the Executive, acknowledging that he or she is acting of his or her own free will after having had the opportunity to seek the advice of counsel and a reasonable period of time to consider the terms of this Agreement, and the Corporation and the Bank, have caused the execution of this Agreement as of this day and year written below.

EXECUTIVE

By:

Name: Kelley A. Cwiklinski

Date:

CITIZENS & NORTHERN CORPORATIONCITlZENS & NORTHERN BANK I, J. Bradley Scovill, certify that:

By: By:

Name: Name:

Title: Title:

Date: Date:

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EX-31.1 3 cznc-20230331xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION

I have reviewed this quarterly report on Form 10-Q of Citizens & Northern Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 5, 2023	By:	/s/ J. Bradley Scovill
Date		President and Chief Executive Officer

EX-31.2 4 cznc-20230331xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION

I, Mark A. Hughes, certify that:

I have reviewed this quarterly report on Form 10-Q of Citizens & Northern Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 5, 2023	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

EX-32 5 cznc-20230331xex32.htm EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of Citizens & Northern Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to each of the undersigned’s best knowledge and belief:

(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


May 5, 2023	By:	/s/ J. Bradley Scovill
Date		President and Chief Executive Officer

May 5, 2023	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

These certifications accompany this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Corporation specifically incorporates them by reference.

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.