LOAN CREDIT QUALITY AND RELATED ALLOWANCE FOR CREDIT LOSSES | LOAN CREDIT QUALITY AND RELATED ALLOWANCE FOR CREDIT LOSSES Management segments the Banks' loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics. Loans are segmented based on the underlying collateral characteristics. Categories include commercial, financial, and agricultural, real estate, and installment loans. Real estate loans are further segmented into three categories: residential, commercial, and construction, while installment loans are classified as either consumer automobile loans or other installment loans. The following table presents the related aging categories of loans, by class, as of December 31, 2023 and 2022: 2023 (In Thousands) Past Due Past Due 90 Current Total Commercial, financial, and agricultural $ 749 $ 587 $ 212,130 $ 213,466 Real estate mortgage: Residential 10,158 1,970 786,373 798,501 Commercial 1,466 273 529,862 531,601 Construction 812 — 39,577 40,389 Consumer automobile loans 2,748 307 241,343 244,398 Other consumer installment loans 620 11 9,730 10,361 $ 16,553 $ 3,148 $ 1,819,015 1,838,716 Net deferred loan fees and discounts 1,048 Allowance for credit losses (11,446) Loans, net $ 1,828,318 2022 (In Thousands) Past Due Past Due 90 Current Total Commercial, financial, and agricultural $ 94 $ 432 $ 189,935 $ 190,461 Real estate mortgage: Residential 5,472 1,644 701,093 708,209 Commercial 2,564 2,719 495,349 500,632 Construction 511 — 42,797 43,308 Consumer automobile loans 2,089 80 183,943 186,112 Other consumer installment loans 152 15 10,194 10,361 $ 10,882 $ 4,890 $ 1,623,311 1,639,083 Net deferred loan fees and discounts 648 Allowance for loan losses (15,637) Loans, net $ 1,624,094 The majority of the commercial real-estate segment is 1-4 family residential or owner occupied properties. The Banks have not historically focused on non-owner occupied office buildings. As of December 31, 2023, non-mixed use non-owner occupied office building exposure is less than $20,000,000 with no loans being past due or nonperforming. The Allowance for Credit Losses ("ACL") related to loans consists of loans evaluated collectively and individually for expected credit losses. The ACL related to loans represents an estimate of expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to net loans. The ACL for off balance sheet credit exposure includes estimated losses on unfunded loan commitments, letters of credit and other off balance sheet credit exposures and is recorded in other liabilities. The total ACL is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. The following table presents the components of the ACL as of December 31, 2023: December 31, (In Thousands) 2023 ACL - loans $ 11,446 ACL - off balance sheet credit exposure 1,342 Total ACL $ 12,788 Non-Accrual Loans December 31, 2023 December 31, 2022 Non-accrual Loans (In Thousands) With a Related ACL Without a Related ACL Total Total Non-accrual loans Commercial, financial, and agricultural $ — $ 504 $ 504 $ 432 Real estate mortgage: Residential 21 259 280 524 Commercial — 214 214 2,659 Construction — — — — Consumer automobile — — — — Other consumer installment loans — — — — $ 21 $ 977 $ 998 $ 3,615 Total interest income recorded on non-accrual loans at December 31, 2023 totaled $117,000. Impaired Loans The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of December 31, 2022: 2022 (In Thousands) Recorded Investment Unpaid Principal Balance Related Allowance With no related allowance recorded: Commercial, financial, and agricultural $ 295 $ 295 $ — Real estate mortgage: Residential 3,388 3,388 — Commercial 2,588 2,588 — Construction — — — Consumer automobile loans — — — Other consumer installment loans — — — 6,271 6,271 — With an allowance recorded: Commercial, financial, and agricultural 403 403 4 Real estate mortgage: Residential 933 933 111 Commercial 3,607 3,607 827 Construction — — — Consumer automobile loans — — — Other consumer installment loans 19 — 19 4,962 4,943 961 Total: Commercial, financial, and agricultural 698 698 4 Real estate mortgage: Residential 4,321 4,321 111 Commercial 6,195 6,195 827 Construction — — — Consumer automobile loans — — — Other consumer installment loans 19 — 19 $ 11,233 $ 11,214 $ 961 The following table presents the average recorded investment in impaired loans and related interest income recognized for December 31, 2022 and 2021: 2022 (In Thousands) Average Interest Income Interest Income Commercial, financial, and agricultural $ 765 $ 20 $ — Real estate mortgage: Residential 4,676 192 3 Commercial 7,233 201 26 Construction 34 1 — Consumer automobile loans 3 1 — Other consumer installment loans 16 — — $ 12,727 $ 415 $ 29 2021 (In Thousands) Average Interest Income Interest Income Commercial, financial, and agricultural $ 1,345 $ 13 $ — Real estate mortgage: Residential 5,530 174 — Commercial 9,462 122 — Construction 116 2 — Consumer automobile loans 30 — — Other consumer installment loans 12 1 — $ 16,495 $ 312 $ — At December 31, 2023, additional funds totaling $2,000 are committed to be advanced in connection with individually evaluated loans. The following table presents outstanding loan balances of collateral-dependent loans by class as of December 31, 2023: (In Thousands) Real estate Unsecured* Total Real estate mortgage: Residential $ 1,533 $ — $ 1,533 Commercial 88 — 88 Total $ 1,621 $ — $ 1,621 * Loan considered unsecured due to lien position on property Loan Modifications On January 1, 2023, the Corporation adopted ASU 2022-02. Loan modifications to borrowers experiencing financial difficulty reported below do not include modifications with insignificant payment delays. ASU 2022-02 lists the following factors when considering if the loan modification has insignificant payment delays: (1) the amount of the restructured payments subject to the delay is insignificant relative to the unpaid principal or collateral value of the debt and will result in an insignificant shortfall in the contractual amount due, and (2) the delay in timing of the restructured payment period is insignificant relative to the frequency of payments due under the debt, the debt’s original contractual maturity or the debt’s original expected duration. Prior to the adoption of ASU 2022-02 the loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. There were no loan modifications to borrowers experiencing financial difficulty completed during the twelve months ended December 31, 2023. Of the one new TDRs that was granted for the year ended December 31, 2022, one loan totaling $220,000 was granted rate concessions. No loan modifications considered TDRs made during the twelve months prior to December 31, 2023 and 2022 defaulted. Loans considered modifications amounted to $5,019,000 and $7,468,000 as of December 31, 2023 and December 31, 2022, respectively. Loan modifications that are considered TDRs completed during the twelve months ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, 2022 (In Thousands, Except Number of Contracts) Number Pre-Modification Post-Modification Commercial, financial, and agricultural — $ — $ — Real estate mortgage: Residential 1 220 220 Commercial — — — Construction — — — Other consumer installment loans — — — Total 1 $ 220 $ 220 Year Ended December 31, 2021 (In Thousands, Except Number of Contracts) Number Pre-Modification Post-Modification Commercial, financial, and agricultural 1 $ 949 $ 949 Real estate mortgage: Residential 3 1,265 1,265 Commercial 2 842 842 Construction — — — Other consumer installment loans — — — Total 6 $ 3,056 $ 3,056 Internal Credit Ratings Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are evaluated for Substandard classification. Loans in the Doubtful category exhibit the same weaknesses found in the Substandard loans, however, the weaknesses are more pronounced. Such loans are static and collection in full is improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Loans classified Loss are considered uncollectible and charge-off is imminent. To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Banks have a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the pass category unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. An external semi-annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. The 2023 loan review evaluated 59% of the Bank's average outstanding commercial portfolio which can consist of outstanding loans, commercial real estate mortgages and outstanding commitments. Detailed reviews, including plans for resolution, are performed on loans classified as substandard, doubtful, or loss on a quarterly basis. The following table presents the credit quality categories identified above as of December 31, 2023 and 2022: December 31, 2023 (In Thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans Converted to Term Total Commercial, financial, and agricultural Pass $ 31,190 $ 49,615 $ 35,901 $ 31,980 $ 3,123 $ 29,502 $ 29,397 $ 101 $ 210,809 Special Mention — 183 37 19 — 138 223 — 600 Substandard or Lower — — — 85 — 742 487 743 2,057 $ 31,190 $ 49,798 $ 35,938 $ 32,084 $ 3,123 $ 30,382 $ 30,107 $ 844 $ 213,466 Current period gross write offs $ — $ 41 $ — $ — $ — $ — $ — $ — $ 41 Real estate mortgage: Residential Pass $ 135,939 $ 134,077 $ 88,844 $ 51,378 $ 33,914 $ 148,802 $ 56,519 $ 146,055 $ 795,528 Special Mention — 844 273 — — — — — 1,117 Substandard or Lower — — — — — 1,790 — 66 1,856 $ 135,939 $ 134,921 $ 89,117 $ 51,378 $ 33,914 $ 150,592 $ 56,519 $ 146,121 $ 798,501 Current period gross write offs $ — $ — $ — $ — $ — $ 9 $ 73 $ — $ 82 Commercial Pass $ 55,664 $ 107,638 $ 128,094 $ 49,603 $ 24,104 $ 144,377 $ 12,338 $ 821 $ 522,639 Special Mention — 153 2,990 — — 1,891 — — 5,034 Substandard or Lower — — — — 59 3,869 — — 3,928 $ 55,664 $ 107,791 $ 131,084 $ 49,603 $ 24,163 $ 150,137 $ 12,338 $ 821 $ 531,601 Current period gross write offs $ 59 $ — $ — $ — $ — $ 3 $ — $ — $ 62 Construction Pass $ 25,494 $ 6,837 $ 1,742 $ 1,302 $ 392 $ 4,272 $ 261 $ — $ 40,300 Special Mention — — — — — — — — — Substandard or Lower — — — — — 89 — — 89 $ 25,494 $ 6,837 $ 1,742 $ 1,302 $ 392 $ 4,361 $ 261 $ — $ 40,389 Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Consumer Automobile Pass $ 119,922 $ 78,443 $ 19,567 $ 15,348 $ 7,305 $ 3,813 $ — $ — $ 244,398 Special Mention — — — — — — — — — Substandard or Lower — — — — — — — — — $ 119,922 $ 78,443 $ 19,567 $ 15,348 $ 7,305 $ 3,813 $ — $ — $ 244,398 Current period gross write offs $ 30 $ 320 $ 178 $ 113 $ 8 $ 17 $ — $ — $ 666 Installment loans to individuals Pass $ 2,952 $ 2,188 $ 1,177 $ 524 $ 407 $ 3,071 $ — $ 42 $ 10,361 Special Mention — — — — — — — — — Substandard or Lower — — — — — — — — — $ 2,952 $ 2,188 $ 1,177 $ 524 $ 407 $ 3,071 $ — $ 42 $ 10,361 Current period gross write offs $ 232 $ 47 $ 23 $ 8 $ 12 $ 34 $ 13 $ 11 $ 380 The information presented in the table above is not required for periods prior to the adoption of CECL. The following table presents the most comparable required information for the prior period, internal credit ratings for the report loan segments as of December 31, 2022: 2022 Commercial, Finance, and Agricultural Real Estate Mortgages Consumer automobile Other consumer installment (In Thousands) Residential Commercial Construction Totals Pass $ 184,783 $ 705,515 $ 488,993 $ 43,209 $ 186,112 $ 10,361 $ 1,618,973 Special Mention 125 266 4,526 — — — 4,917 Substandard 5,553 2,428 7,113 99 — — 15,193 Total $ 190,461 $ 708,209 $ 500,632 $ 43,308 $ 186,112 $ 10,361 $ 1,639,083 Activity in the allowance is presented for the twelve months ended December 31, 2023, 2022, and 2021: 2023 Commercial, Finance, and Agricultural Real Estate Mortgages Consumer automobile Other consumer installment (In Thousands) Residential Commercial Construction Unallocated Totals Beginning Balance $ 1,914 $ 5,061 $ 6,110 $ 188 $ 1,617 $ 109 $ 638 $ 15,637 Impact of adopting ASC 326 2,656 (3,893) (2,660) (96) 240 602 (638) (3,789) Charge-offs (41) (82) (62) — (666) (380) — (1,231) Recoveries 1,538 29 26 — 79 84 — 1,756 Provision (2,688) 85 (62) 53 1,398 287 — (927) Ending Balance $ 3,379 $ 1,200 $ 3,352 $ 145 $ 2,668 $ 702 $ — $ 11,446 2022 Commercial, Finance, and Agricultural Real Estate Mortgages Consumer automobile Other consumer installment (In Thousands) Residential Commercial Construction Unallocated Totals Beginning Balance $ 1,946 $ 4,701 $ 5,336 $ 179 $ 1,411 $ 111 $ 492 $ 14,176 Charge-offs (21) (21) (154) — (386) (267) — (849) Recoveries 186 47 4 29 58 76 — 400 Provision (197) 334 924 (20) 534 189 146 1,910 Ending Balance $ 1,914 $ 5,061 $ 6,110 $ 188 $ 1,617 $ 109 $ 638 $ 15,637 2021 Commercial, Finance, and Agricultural Real Estate Mortgages Consumer automobile Other consumer installment (In Thousands) Residential Commercial Construction Unallocated Totals Beginning Balance $ 1,936 $ 4,460 $ 3,635 $ 134 $ 1,906 $ 261 $ 1,471 $ 13,803 Charge-offs (37) (219) (14) — (286) (173) — (729) Recoveries 27 112 109 10 143 61 — 462 Provision 20 348 1,606 35 (352) (38) (979) 640 Ending Balance $ 1,946 $ 4,701 $ 5,336 $ 179 $ 1,411 $ 111 $ 492 $ 14,176 The shift in allocation and the changes in the provision for credit losses are primarily due to changes in the credit metrics within the loan portfolio coupled with the adoption of CECL on January 1, 2023. The provision for commercial and agricultural loans decreased during 2023 due to an increase in the level of net recoveries which had a significant impact on the ACL model's PD assumption. The reserve for residential real estate loans decreased primarily due to the adoption of CECL. The provision for commercial real estate loans decreased primarily due to the adoption of CECL and improvement in portfolio credit metrics. The provision for consumer automobiles increased due to increased indirect loan volume and an increase in net charge-offs. The provision for commercial and agricultural loans decreased during 2022 due to levels and trends of nonaccrual loans in our portfolio and a decline in net charge-offs. The provision for residential real estate loans remained flat as the portfolio size increased but was offset by a decline in the level of net charge-offs. The provision for this loan type is adjusted by national indices as well as our historical losses. The provision for commercial real estate loans decreased primarily due to an improvement in portfolio credit metrics. The provision for consumer automobiles increased due to increased indirect loan volume and concerns regarding the impact of inflation on the customer base. The Corporation grants commercial, industrial, residential, and installment loans to customers throughout north-east and central Pennsylvania. Although the Corporation has a diversified loan portfolio at December 31, 2023 and 2022, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region. The amount of foreclosed residential real estate held at December 31, 2023 and December 31, 2022, totaled $700,000 and $950,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at December 31, 2023 and December 31, 2022, totaled $601,000 and $890,000, respectively. The Corporation has a concentration of loans at December 31, 2023 and 2022 as follows: 2023 2022 Owners of residential rental properties 18.74 % 19.67 % Owners of commercial rental properties 14.65 % 15.63 % The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2022: 2022 Commercial, Finance, and Agricultural Real Estate Mortgages Consumer automobile Other consumer installment Unallocated Totals (In Thousands) Residential Commercial Construction Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment $ 4 $ 111 $ 827 $ — $ — $ 19 $ — $ 961 Collectively evaluated for impairment 1,910 4,950 5,283 188 1,617 90 638 14,676 Total ending allowance balance $ 1,914 $ 5,061 $ 6,110 $ 188 $ 1,617 $ 109 $ 638 $ 15,637 Loans: Individually evaluated for impairment $ 698 $ 4,321 $ 6,195 $ — $ — $ 19 $ 11,233 Collectively evaluated for impairment 189,763 703,888 494,437 43,308 186,112 10,342 1,627,850 Total ending loans balance $ 190,461 $ 708,209 $ 500,632 $ 43,308 $ 186,112 $ 10,361 $ 1,639,083 |