4.) Loans and Allowance for Loan Losses:

The Company, through the Bank, grants residential, consumer and commercial loans to customers located primarily in Northeastern Ohio and Western Pennsylvania.

The following represents the composition of the loan portfolio for the period ending:

	(Amounts in thousands)
	June 30, 2018				December 31, 2017
	Balance		%		Balance		%
Commercial	$	74,015		15.9	$	113,341		23.3
Commercial real estate		298,790		64.0		283,135		58.1
Residential real estate		64,368		13.8		62,071		12.7
Consumer - home equity		25,665		5.5		26,018		5.3
Consumer - other		3,610		0.8		2,925		0.6
Total loans	$	466,448			$	487,490

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented loans in the portfolio by product type. Loans are segmented into the following pools: commercial loans, commercial real estate loans, residential real estate loans and consumer loans. The pools of commercial real estate loans and commercial loans are also broken down further by industry sectors when analyzing the related pools. Using the largest concentrations as the qualifier, these industry sectors include non-residential buildings; skilled nursing and nursing care; residential real estate lessors, agents and managers; hotel and motels, and trucking. The Company also sub-segments the consumer loan portfolio into the following two classes: home equity loans and other consumer loans. Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations. These historical loss percentages are calculated over multiple periods for all portfolio segments. Management evaluates these results and utilizes the most reflective period in the calculation. Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor.

These factors include, but are not limited to, the following:

Factor Considered:		Risk Trend:
Levels of and trends in charge-offs, classifications and non-accruals		Stable
Trends in volume and terms		Decreasing
Changes in lending policies and procedures		Stable
Experience, depth and ability of management, including loan review function		Stable
Economic trends, including valuation of underlying collateral		Stable
Concentrations of credit		Decreasing

The following factors are analyzed and applied to loans internally graded with higher credit risk in addition to the above factors for non-classified loans:

Factor Considered:		Risk Trend:
Levels and trends in classification		Stable
Declining trends in financial performance		Stable
Structure and lack of performance measures		Stable
Migration between risk categories		Stable

The provision charged to operations can be allocated to a loan classification either as a positive or negative value as a result of any material changes to: net charge-offs or recovery which influence the historical allocation percentage, qualitative risk factors or loan balances.

The following is an analysis of changes in the allowance for loan losses for the periods ended:

Three Months Ended
	(Amounts in thousands)
June 30, 2018	Commercial		Commercial real estate		Residential real estate			Consumer - home equity			Consumer - other			Total
Balance at beginning of period	$	1,334	$	2,290	$	93		$	67		$	100		$	3,884
Loan charge-offs		—		—		—			—			(27	)		(27	)
Recoveries		—		150		1			1			11			163
Net loan recoveries (charge-offs)		—		150		1			1			(16	)		136
Provision charged to operations		60		17		(14	)		(2	)		14			75
Balance at end of period	$	1,394	$	2,457	$	80		$	66		$	98		$	4,095

	(Amounts in thousands)
June 30, 2017	Commercial		Commercial real estate			Residential real estate			Consumer - home equity			Consumer - other			Total
Balance at beginning of period	$	1,246	$	3,226		$	142		$	148		$	93		$	4,855
Loan charge-offs		—		(7	)		(13	)		—			(23	)		(43	)
Recoveries		—		—			5			2			11			18
Net loan recoveries (charge-offs)		—		(7	)		(8	)		2			(12	)		(25	)
Provision charged to operations		4		94			(21	)		(90	)		13			—
Balance at end of period	$	1,250	$	3,313		$	113		$	60		$	94		$	4,830

Six Months Ended	(Amounts in thousands)
June 30, 2018	Commercial			Commercial real estate			Residential real estate			Consumer - home equity			Consumer - other			Total
Balance at beginning of period	$	1,591		$	2,702		$	117		$	70		$	98		$	4,578
Loan charge-offs		(1,163	)		—			—			—			(77	)		(1,240	)
Recoveries		—			150			1			4			27			182
Net loan recoveries (charge-offs)		(1,163	)		150			1			4			(50	)		(1,058	)
Provision charged to operations		966			(395	)		(38	)		(8	)		50			575
Balance at end of period	$	1,394		$	2,457		$	80		$	66		$	98		$	4,095

	(Amounts in thousands)
June 30, 2017	Commercial			Commercial real estate			Residential real estate			Consumer - home equity			Consumer - other			Total
Balance at beginning of period	$	1,394		$	3,072		$	163		$	150		$	89		$	4,868
Loan charge-offs		—			(100	)		(13	)		—			(67	)		(180	)
Recoveries		108			—			5			4			25			142
Net loan recoveries (charge-offs)		108			(100	)		(8	)		4			(42	)		(38	)
Provision charged to operations		(252	)		341			(42	)		(94	)		47			—
Balance at end of period	$	1,250		$	3,313		$	113		$	60		$	94		$	4,830

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the consolidated balance sheet date.

The following tables present a full breakdown by portfolio classification of the allowance for loan losses and the recorded investment in loans at June 30, 2018 and December 31, 2017:

	(Amounts in thousands)
June 30, 2018	Commercial		Commercial real estate		Residential real estate		Consumer - home equity		Consumer - other		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		1,394		2,457		80		66		98		4,095
Total ending allowance balance	$	1,394	$	2,457	$	80	$	66	$	98	$	4,095
Loan Portfolio:
Individually evaluated for impairment	$	5,357	$	4,354	$	—	$	—	$	—	$	9,711
Collectively evaluated for impairment		68,658		294,436		64,368		25,665		3,610		456,737
Total ending loans balance	$	74,015	$	298,790	$	64,368	$	25,665	$	3,610	$	466,448

	(Amounts in thousands)
December 31, 2017	Commercial		Commercial real estate		Residential real estate		Consumer - home equity		Consumer - other		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	625	$	—	$	—	$	—	$	—	$	625
Collectively evaluated for impairment		966		2,702		117		70		98		3,953
Total ending allowance balance	$	1,591	$	2,702	$	117	$	70	$	98	$	4,578
Loan Portfolio:
Individually evaluated for impairment	$	5,581	$	4,664	$	—	$	—	$	—	$	10,245
Collectively evaluated for impairment		107,760		278,471		62,071		26,018		2,925		477,245
Total ending loans balance	$	113,341	$	283,135	$	62,071	$	26,018	$	2,925	$	487,490

The decrease in commercial loan balances from year-end was due in part to 60-day or less term commercial loans for a total of $43.0 million that closed in December 2017 and were fully secured by segregated deposit accounts with the Bank. The loans matured in the first quarter of 2018. The commercial charge off related to loans that were restructured with no principal forgiveness, but with a substantial concession in interest rate. The below market rate triggered recognition of a charge-off equivalent to the difference in present value of loan payments discounted at the market rate of interest. The charged off amount of $1.1 million is recorded as a loan discount. As loan payments are made, interest will be recognized at the market rate versus the negotiated rate via the amortization of the discount over the various lives of the loans. There was $625,000 in specific reserve previously allocated to these loans at December 31, 2017.

The decrease in the provision for commercial real estate loans is due mainly to a decrease in the concentration of credit factor. The recent segmentation of the commercial real estate loan portfolio into its five largest concentrations has resulted in lower allocations to those segments. The residential real estate, consumer-home equity and other household provisions remained fairly constant. The amount of net charge-offs also impacts the provision charged to operations for any category of loans. Charge-offs affect the historical rate applied to each category, and the amount needed to replenish the amount charged-off, which impacted home equity and consumer loans as well as commercial real estate loans.

The following tables represent credit exposures by internally assigned grades for June 30, 2018 and December 31, 2017. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

•

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. Within this category, there are grades of exceptional, quality, acceptable and pass monitor.

•

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

•

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

•

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset but with the severity which makes collection in full highly questionable and improbable, based on existing circumstances.

•

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted. This rating does not mean that the assets have no recovery or salvage value but rather that the assets should be charged off now, even though partial or full recovery may be possible in the future.

The following table is a summary of credit quality indicators by internally assigned grades as of June 30, 2018 and December 31, 2017:

	(Amounts in thousands)
	Commercial		Commercial real estate
June 30, 2018
Pass	$	54,453	$	264,440
Special Mention		8,398		29,043
Substandard		11,164		5,307
Doubtful		—		—
Ending Balance	$	74,015	$	298,790

	(Amounts in thousands)
	Commercial		Commercial real estate
December 31, 2017
Pass	$	100,436	$	252,960
Special Mention		4,836		24,307
Substandard		8,069		5,868
Doubtful		—		—
Ending Balance	$	113,341	$	283,135

The Company evaluates the classification of consumer, home equity and residential loans primarily on a pooled basis. If the Company becomes aware that adverse or distressed conditions exist that may affect a particular loan, the loan is downgraded following the above definitions of special mention and substandard. Nonaccrual loans in these categories are evaluated for charge off or charge down, and the remaining balance has the same allowance factor as pooled loans.

The following table is a summary of consumer credit exposure as of June 30, 2018 and December 31, 2017:

	(Amounts in thousands)
	Residential real estate		Consumer - home equity		Consumer - other
June 30, 2018
Performing	$	64,024	$	25,541	$	3,610
Nonperforming		344		124		—
Total	$	64,368	$	25,665	$	3,610

	(Amounts in thousands)
	Residential real estate		Consumer - home equity		Consumer - other
December 31, 2017
Performing	$	61,824	$	25,889	$	2,925
Nonperforming		247		129		—
Total	$	62,071	$	26,018	$	2,925

Loans are considered to be nonperforming when they become 90 days past due or on nonaccrual status, though the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed in non-accrual status, previously accrued but unpaid interest is deducted from interest income. Loans in foreclosure are considered nonperforming.

The following table is a summary of classes of loans on non-accrual status as of June 30, 2018 and December 31, 2017:

	(Amounts in thousands)
	June 30, 2018		December 31, 2017
Commercial	$	1,149	$	—
Commercial real estate		441		506
Residential real estate		344		247
Consumer:
Consumer - home equity		124		129
Consumer - other		—		—
Total	$	2,058	$	882

Troubled Debt Restructuring

Nonperforming loans also include certain loans that have been modified in troubled debt restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s 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 nonperforming 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 loans modified as TDR’s during the period ended June 30, 2017.

The following presents, by class, information related to loans modified in a TDR during the period ending June 30, 2018.

	(Dollar amounts in thousands)
	Three Months Ended								Six Months Ended
	June 30, 2018								June 30, 2018
	Number of contracts		Pre-modification recorded investment		Post-modification recorded investment		Increase in the allowance		Number of contracts		Pre-modification recorded investment		Post-modification recorded investment		Increase in the allowance
Commercial		—	$	—	$	—	$	—		7	$	5,373	$	4,210	$	—
Commercial real estate		—		—		—		—		—		—		—		—
Total restructured loans		—	$	—	$	—	$	—	$	7	$	5,373	$	4,210	$	—
Subsequently defaulted		—		—						—		—

The seven commercial loans were all to one borrower. The loans were restructured with no principal forgiveness, but with a substantial concession in interest rate. The below market rate triggered recognition of a charge-off equivalent to the difference in present value of loan payments discounted at the market rate of interest. The charged off amount of $1.1 million is recorded as loan discount. As loan payments are made, interest will be recognized at the market rate versus the negotiated rate via the amortization of the discount over the various lives of the loans.

The following table is an aging analysis of the recorded investment of past due loans as of June 30, 2018 and December 31, 2017:

	(Amounts in thousands)
	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
June 30, 2018
Commercial	$	24	$	142	$	1,149	$	1,315	$	72,700	$	74,015	$	—
Commercial real estate		—		194		340		534		298,256		298,790		—
Residential real estate		94		43		187		324		64,044		64,368		—
Consumer:
Consumer - home equity		97		—		27		124		25,541		25,665		—
Consumer - other		13		—		—		13		3,597		3,610		—
Total	$	228	$	379	$	1,703	$	2,310	$	464,138	$	466,448	$	—

	(Amounts in thousands)
	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
December 31, 2017
Commercial	$	—	$	—	$	—	$	—	$	113,341	$	113,341	$	—
Commercial real estate		173		12		390		575		282,560		283,135		—
Residential real estate		240		29		216		485		61,586		62,071		—
Consumer:
Consumer - home equity		—		82		28		110		25,908		26,018		—
Consumer - other		15		—		—		15		2,910		2,925		—
Total	$	428	$	123	$	634	$	1,185	$	486,305	$	487,490	$	—

An impaired loan is a loan on which, based on current information and events, it is probable that a creditor will be unable to collect all amounts due (including both interest and principal) according to the contractual terms of the loan agreement. However, an insignificant delay or insignificant shortfall in amount of payments on a loan does not indicate that the loan is impaired.

When a loan is determined to be impaired, impairment should be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate. However, as a practical expedient, the Company will measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

The following are the criteria for selecting individual loans / relationships for impairment analysis. Non-homogenous loans which meet the criteria below are evaluated quarterly.

●

All borrowers whose loans are classified doubtful by examiners and internal loan review

●

All loans on non-accrual status

●

Any loan in foreclosure

●

Any loan with a specific allowance

●

Any loan determined to be collateral dependent for repayment

●

Loans classified as troubled debt restructuring

Commercial loans and commercial real estate loans evaluated for impairment are excluded from the general pool of loans in the ALLL calculation regardless if a specific reserve was determined. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

The following table presents the recorded investment and unpaid principal balances for impaired loans, excluding homogenous loans for which impaired analyses are not necessarily performed, with the associated allowance amount, if applicable, at June 30, 2018 and December 31, 2017. Also presented are the average recorded investments in the impaired balances and interest income recognized after impairment for the three and six months ended June 30, 2018 and 2017.

	(Amounts in thousands)
	Recorded Investment		Unpaid Principal Balance		Related Allowance
June 30, 2018
With no related allowance recorded:
Commercial	$	5,357	$	6,473	$	—
Commercial real estate		4,354		4,432		—
With an allowance recorded:
Commercial		—		—		—
Commercial real estate		—		—		—
Total:
Commercial	$	5,357	$	6,473	$	—
Commercial real estate	$	4,354	$	4,432	$	—

	(Amounts in thousands)
	Recorded Investment		Unpaid Principal Balance		Related Allowance
December 31, 2017
With no related allowance recorded:
Commercial	$	65	$	65	$	—
Commercial real estate		4,664		4,742		—
With an allowance recorded:
Commercial		5,516		5,516		625
Commercial real estate		—		—		—
Total:
Commercial	$	5,581	$	5,581	$	625
Commercial real estate	$	4,664	$	4,742	$	—

	(Amounts in thousands)
	Three Months Ended				Six Months Ended
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
June 30, 2018
With no related allowance recorded:
Commercial	$	4,615	$	8	$	3,041	$	11
Commercial real estate		4,180		104		4,360		212
With an allowance recorded:
Commercial		—		—		1,821		46
Commercial real estate		—		—		—		—
Total:
Commercial	$	4,615	$	8	$	4,862	$	57
Commercial real estate	$	4,180	$	104	$	4,360	$	212

	(Amounts in thousands)
	Three Months Ended				Six Months Ended
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
June 30, 2017
With no related allowance recorded:
Commercial	$	90	$	2	$	94	$	4
Commercial real estate		5,248		74		5,425		148
With an allowance recorded:
Commercial		—		—		—		—
Commercial real estate		458		—		699		6
Total:
Commercial	$	90	$	2	$	94	$	4
Commercial real estate	$	5,706	$	74	$	6,124	$	154