LOANS AND ALLOWANCE FOR CREDIT LOSSES

6 Months Ended

Jun. 30, 2023

LOANS AND ALLOWANCE FOR CREDIT LOSSES

LOANS AND ALLOWANCE FOR CREDIT LOSSES

6. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable at June 30, 2023 and December 31, 2022 are summarized as follows:

Summary of Loans by Type

(In Thousands)

	June 30,		December 31,
	2023		2022 (1)
Commercial real estate - nonowner occupied	$	733,783	$	675,597
Commercial real estate - owner occupied		227,801		205,910
All other commercial loans		392,684		410,077
Residential mortgage loans		404,233		393,582
Consumer loans		56,009		54,874
Total		1,814,510		1,740,040
Less: allowance for credit losses on loans		(19,056)		(16,615)
Loans, net	$	1,795,454	$	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 $4,639,000 at June 30, 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 performing loans. For the three-month and six-month periods ended June 30, 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				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2023		2022		2023		2022
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	(968)	$	(885)	$	(916)	$	(637)
(Amortization) accretion recognized in interest income		(32)		19		(84)		(229)
Adjustments to gross amortized cost of loans at end of period	$	(1,000)	$	(866)	$	(1,000)	$	(866)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(1,642)	$	(2,782)	$	(1,840)	$	(3,335)
Accretion recognized in interest income		196		379		394		932
Adjustments to gross amortized cost of loans at end of period	$	(1,446)	$	(2,403)	$	(1,446)	$	(2,403)

The following table presents an analysis of past due loans as of June 30, 2023:

(In Thousands)	As of June 30, 2023
	Past Due		Past Due
	30-89		90+		Nonaccrual		Current		Total
	Days		Days		Loans		Loans		Loans
Commercial real estate - nonowner occupied	$	2,422	$	272	$	5,973	$	725,116	$	733,783
Commercial real estate - owner occupied		0		141		1,598		226,062		227,801
All other commercial loans		114		145		1,528		390,897		392,684
Residential mortgage loans		1,302		512		3,471		398,948		404,233
Consumer loans		871		94		257		54,787		56,009
Total	$	4,709	$	1,164	$	12,827	$	1,795,810	$	1,814,510

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.

The following table presents the recorded investment in loans by credit quality indicators by year of origination as of June 30, 2023:

(In Thousands)	Term Loans by Year of Origination
	2023		2022		2021		2020		2019		Prior		Revolving		Total
Commercial real estate - nonowner occupied
Pass	$	67,743	$	189,214	$	94,135	$	56,150	$	81,629	$	219,042	$	0	$	707,913
Special Mention		0		0		1,509		0		121		11,124		0		12,754
Substandard		0		0		0		2,603		654		9,859		0		13,116
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - nonowner occupied	$	67,743	$	189,214	$	95,644	$	58,753	$	82,404	$	240,025	$	0	$	733,783
Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial real estate - owner occupied
Pass	$	23,074	$	37,121	$	51,575	$	13,599	$	17,942	$	78,363	$	0	$	221,674
Special Mention		0		0		2,667		0		0		223		0		2,890
Substandard		0		0		0		0		0		3,237		0		3,237
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - owner occupied	$	23,074	$	37,121	$	54,242	$	13,599	$	17,942	$	81,823	$	0	$	227,801
Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
All other commercial loans
Pass	$	28,723	$	94,383	$	59,295	$	30,016	$	17,947	$	30,125	$	111,591	$	372,080
Special Mention		0		0		4,014		0		0		506		343		4,863
Substandard		0		1,926		60		444		2,292		1,166		9,853		15,741
Doubtful		0		0		0		0		0		0		0		0
Total all other commercial loans	$	28,723	$	96,309	$	63,369	$	30,460	$	20,239	$	31,797	$	121,787	$	392,684
Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	5	$	5
Residential mortgage loans
Pass	$	30,740	$	89,266	$	57,871	$	41,629	$	34,324	$	145,357	$	0	$	399,187
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		0		291		371		4,384		0		5,046
Doubtful		0		0		0		0		0		0		0		0
Total residential mortgage loans	$	30,740	$	89,266	$	57,871	$	41,920	$	34,695	$	149,741	$	0	$	404,233
Current period gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	33	$	0	$	33
Consumer loans
Pass	$	8,323	$	14,132	$	2,637	$	1,507	$	329	$	1,128	$	27,021	$	55,077
Special Mention		0		0		0		0		0		0		0		0
Substandard		262		0		1		8		10		79		572		932
Doubtful		0		0		0		0		0		0		0		0
Total consumer loans	$	8,585	$	14,132	$	2,638	$	1,515	$	339	$	1,207	$	27,593	$	56,009
Current period gross charge-offs	$	0	$	84	$	0	$	18	$	3	$	3	$	55	$	163

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.

	June 30, 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	$	1,192	$	4,781	$	5,973	$	6,350
Commercial real estate - owner occupied		797		801		1,598		19
All other commercial loans		1,325		203		1,528		11,528
Residential mortgage loans		3,471		0		3,471		3,974
Consumer loans		257		0		257		187
Purchased credit impaired		0		0		0		1,027
Total	$	7,042	$	5,785	$	12,827	$	23,085

The Corporation recognized $196,000 and $427,000 of interest income on nonaccrual loans during the three months and six months ended June 30, 2023, respectively.

The following table represents the accrued interest receivable written off by reversing interest income during the three-month and six-month periods ended June 30, 2023:

	Three Months Ended		Six Months Ended
(In Thousands)	June 30, 2023		June 30, 2023
Commercial real estate - nonowner occupied	$	0	$	26
Residential mortgage loans		3		6
Consumer loans		0		2
Total	$	3	$	34

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:

	June 30, 2023
	Amortized
(In Thousands)	Cost		Allowance
Commercial real estate - nonowner occupied	$	5,973	$	465
Commercial real estate - owner occupied		1,598		156
All other commercial loans		1,528		99
Total	$	9,099	$	720

The following table summarizes the activity related to the allowance for credit losses for the three and six months ended June 30, 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, March 31, 2023	$	9,654	$	1,942	$	3,580	$	2,864	$	306	$	0	$	18,346
Charge-offs		0		0		0		(14)		(120)		0		(134)
Recoveries		0		0		0		1		7		0		8
Provision (credit) for credit losses on loans		949		83		106		(387)		85		0		836
Balance, June 30, 2023	$	10,603	$	2,025	$	3,686	$	2,464	$	278	$	0	$	19,056

	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)		(33)		(163)		0		(201)
Recoveries		0		0		0		2		12		0		14
Provision (credit) for credit losses on loans		535		76		(363)		88		188		0		524
Balance, June 30, 2023	$	10,603	$	2,025	$	3,686	$	2,464	$	278	$	0	$	19,056

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 June 30, 2022	March 31, 2022								June 30, 2022
(In Thousands)	Balance		Charge-offs		Recoveries		Provision (Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	5,017	$	0	$	0	$	(35)	$	4,982
Commercial and industrial		2,841		0		0		(49)		2,792
Commercial construction and land		391		0		0		124		515
Loans secured by farmland		129		0		0		(17)		112
Multi-family (5 or more) residential		367		0		0		(28)		339
Agricultural loans		27		0		0		(4)		23
Other commercial loans		150		0		0		(19)		131
Total commercial		8,922		0		0		(28)		8,894
Residential mortgage:
Residential mortgage loans - first liens		3,810		0		1		(122)		3,689
Residential mortgage loans - junior liens		181		0		0		(1)		180
Home equity lines of credit		306		0		0		2		308
1-4 Family residential construction		148		0		0		67		215
Total residential mortgage		4,445		0		1		(54)		4,392
Consumer		237		(41)		8		57		261
Unallocated		667		0		0		333		1,000
Total Allowance for Loan Losses	$	14,271	$	(41)	$	9	$	308	$	14,547

Six Months Ended June 30, 2022	December 31, 2021								June 30, 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	$	577	$	4,982
Commercial and industrial		2,723		(150)		0		219		2,792
Commercial construction and land		637		0		0		(122)		515
Loans secured by farmland		115		0		0		(3)		112
Multi-family (5 or more) residential		215		0		0		124		339
Agricultural loans		25		0		0		(2)		23
Other commercial loans		173		0		0		(42)		131
Total commercial		8,293		(150)		0		751		8,894
Residential mortgage:
Residential mortgage loans - first liens		3,650		0		2		37		3,689
Residential mortgage loans - junior liens		184		0		0		(4)		180
Home equity lines of credit		302		0		15		(9)		308
1-4 Family residential construction		202		0		0		13		215
Total residential mortgage		4,338		0		17		37		4,392
Consumer		235		(71)		15		82		261
Unallocated		671		0		0		329		1,000
Total Allowance for Loan Losses	$	13,537	$	(221)	$	32	$	1,199	$	14,547

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.

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)					Interest Income Recognized on
	Average Investment in Impaired Loans				Impaired Loans on a Cash Basis
	Three Months Ended		Six Months Ended		Three Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2022		2022		2022		2022
Commercial:
Commercial loans secured by real estate	$	8,967	$	9,851	$	165	$	340
Commercial and industrial		519		1,073		6		203
Commercial construction and land		47		47		0		1
Loans secured by farmland		80		81		0		0
Multi-family (5 or more) residential		0		395		0		1,156
Agricultural loans		60		61		0		2
Total commercial		9,673		11,508		171		1,702
Residential mortgage:
Residential mortgage loans - first lien		585		575		5		12
Residential mortgage loans - junior lien		33		35		3		6
Home equity lines of credit		34		17		1		2
Total residential mortgage		652		627		9		20
Total	$	10,325	$	12,135	$	180	$	1,722

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.

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 three-month and six-month periods ended June 30, 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)	June 30,		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)	June 30,		December 31,
	2023		2022
Residential real estate in process of foreclosure	$	1,366	$	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 $1,154,000 at June 30, 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 and six months ended June 30, 2023.

	Three Months		Six Months
	Ended		Ended
(In Thousands)	June 30, 2023		June 30, 2023
Beginning Balance	$	1,178	$	425
Adjustment to allowance for off-balance sheet exposures for adoption of ASU 2016-13		0		793
Credit for unfunded commitments		(24)		(64)
Balance, June 30, 2023	$	1,154	$	1,154