(5.) LOANS

The Company's loan portfolio consisted of the following as of the dates indicated (in thousands):


		Principal		Net Deferred
		Amount		Loan (Fees)
		Outstanding		Costs			Loans, Net
September 30, 2016
Commercial business	$	350,181	$	407		$	350,588
Commercial mortgage		637,799		(1,461	)		636,338
Residential real estate loans		419,547		6,335			425,882
Residential real estate lines		120,901		2,762			123,663
Consumer indirect		703,499		26,145			729,644
Other consumer		17,700		179			17,879
Total	$	2,249,627	$	34,367			2,283,994
Allowance for loan losses							(29,350	)
Total loans, net						$	2,254,644

December 31, 2015
Commercial business	$	313,475	$	283		$	313,758
Commercial mortgage		567,481		(1,380	)		566,101
Residential real estate loans		376,023		5,051			381,074
Residential real estate lines		124,766		2,581			127,347
Consumer indirect		652,494		24,446			676,940
Other consumer		18,361		181			18,542
Total	$	2,052,600	$	31,162			2,083,762
Allowance for loan losses							(27,085	)
Total loans, net						$	2,056,677

Loans held for sale (not included above) were comprised entirely of residential real estate mortgages and totaled $844 thousand and $1.4 million as of September 30, 2016 and December 31, 2015, respectively.

Past Due Loans Aging

The Company's recorded investment, by loan class, in current and nonaccrual loans, as well as an analysis of accruing delinquent loans is set forth as of the dates indicated (in thousands):


						Greater
		30-59 Days		60-89 Days		Than 90		Total Past
		Past Due		Past Due		Days		Due		Nonaccrual		Current		Total Loans
September 30, 2016
Commercial business	$	659	$	-	$	-	$	659	$	2,157	$	347,365	$	350,181
Commercial mortgage		1,105		-		-		1,105		1,345		635,349		637,799
Residential real estate loans		846		-		-		846		1,239		417,462		419,547
Residential real estate lines		122		23		-		145		274		120,482		120,901
Consumer indirect		1,596		311		-		1,907		1,077		700,515		703,499
Other consumer		106		31		8		145		1		17,554		17,700
Total loans, gross	$	4,434	$	365	$	8	$	4,807	$	6,093	$	2,238,727	$	2,249,627

December 31, 2015
Commercial business	$	321	$	612	$	-	$	933	$	3,922	$	308,620	$	313,475
Commercial mortgage		68		146		-		214		947		566,320		567,481
Residential real estate loans		723		395		-		1,118		1,848		373,057		376,023
Residential real estate lines		199		34		-		233		235		124,298		124,766
Consumer indirect		1,975		286		-		2,261		1,467		648,766		652,494
Other consumer		98		13		8		119		13		18,229		18,361
Total loans, gross	$	3,384	$	1,486	$	8	$	4,878	$	8,432	$	2,039,290	$	2,052,600

There were no loans past due greater than 90 days and still accruing interest as of September 30, 2016 and December 31, 2015. There was $8 thousand in consumer overdrafts which were past due greater than 90 days as of September 30, 2016 and December 31, 2015. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest.

Troubled Debt Restructurings

A modification of a loan constitutes a troubled debt restructuring ("TDR") when a borrower is experiencing financial difficulty and the modification constitutes a concession. Commercial loans modified in a TDR may involve temporary interest-only payments, term extensions, reductions in the interest rate for the remaining term of the loan, extensions of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, collateral concessions, forgiveness of principal, forbearance agreements, or substituting or adding a new borrower or guarantor.

The following table presents information related to loans modified in a TDR during the quarterly periods indicated (dollars in thousands).


	Quarter-to-Date					Year-to-Date
			Pre-		Post-			Pre-		Post-
			Modification		Modification			Modification		Modification
			Outstanding		Outstanding			Outstanding		Outstanding
	Number of		Recorded		Recorded	Number of		Recorded		Recorded
	Contracts		Investment		Investment	Contracts		Investment		Investment
September 30, 2016
Commercial business	-	$	-	$	-	3	$	526	$	526
Commercial mortgage	-		-		-	1		550		550
Total	-	$	-	$	-	4	$	1,076	$	1,076

September 30, 2015
Commercial business	-	$	-	$	-	2	$	1,342	$	1,342
Commercial mortgage	-		-		-	1		682		330
Total	-	$	-	$	-	3	$	2,024	$	1,672

The loans identified as a TDR by the Company during the nine month periods ended September 30, 2016 and 2015 were previously reported as impaired loans prior to restructuring. Each of the loans restructured during the nine months ended September 30, 2016 and 2015 were on nonaccrual status at the end of the respective period. The modifications related to collateral concessions and forbearance agreements. Nonaccrual loans that are restructured remain on nonaccrual status, but may move to accrual status after they have performed according to the restructured terms for a period of time. The TDR classifications did not have a material impact on the Company's determination of the allowance for loan losses because the modified loans were impaired and evaluated for a specific reserve both before and after restructuring.

There were no loans modified as a TDR within the previous 12 months that defaulted during the nine months ended September 30, 2016. There were two commercial business loans with an aggregate pre-default balance of $1.3 million restructured in the 12 months prior to September 30, 2015 that went into default during the nine months ended September 30, 2015. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due.

Impaired Loans

Management has determined that specific commercial loans on nonaccrual status and all loans that have had their terms restructured in a troubled debt restructuring are impaired loans. The following table presents the recorded investment, unpaid principal balance and related allowance of impaired loans as of the dates indicated and average recorded investment and interest income recognized on impaired loans for the nine month periods ended as of the dates indicated (in thousands):


				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
		Investment⁽¹⁾		Balance⁽¹⁾		Allowance		Investment		Recognized
September 30, 2016
With no related allowance recorded:
Commercial business	$	1,074	$	1,594	$	-	$	1,149	$	-
Commercial mortgage		729		938		-		737		-
		1,803		2,532		-		1,886		-
With an allowance recorded:
Commercial business		1,083		1,083		460		1,058		-
Commercial mortgage		616		616		124		745		-
		1,699		1,699		584		1,803		-
	$	3,502	$	4,231	$	584	$	3,689	$	-

December 31, 2015
With no related allowance recorded:
Commercial business	$	1,441	$	1,810	$	-	$	1,352	$	-
Commercial mortgage		937		1,285		-		1,013		-
		2,378		3,095		-		2,365		-
With an allowance recorded:
Commercial business		2,481		2,481		996		1,946		-
Commercial mortgage		10		10		10		449		-
		2,491		2,491		1,006		2,395		-
	$	4,869	$	5,586	$	1,006	$	4,760	$	-

(1) Difference between recorded investment and unpaid principal balance represents partial charge-offs.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors such as the fair value of collateral. The Company analyzes commercial business and commercial mortgage loans individually by classifying the loans as to credit risk. Risk ratings are updated any time the situation warrants. The Company uses the following definitions for risk ratings: Special Mention: Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company's credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above are analyzed individually as part of the process described above are considered "uncriticized" or pass-rated loans and are included in groups of homogeneous loans with similar risk and loss characteristics.

The following table sets forth the Company's commercial loan portfolio, categorized by internally assigned asset classification, as of the dates indicated (in thousands):


		Commercial		Commercial
		Business		Mortgage
September 30, 2016
Uncriticized	$	330,433	$	616,955
Special mention		10,676		14,182
Substandard		9,072		6,662
Doubtful		-		-
Total	$	350,181	$	637,799

December 31, 2015
Uncriticized	$	298,413	$	551,603
Special mention		4,916		9,015
Substandard		10,146		6,863
Doubtful		-		-
Total	$	313,475	$	567,481

The Company utilizes payment status as a means of identifying and reporting problem and potential problem retail loans. The Company considers nonaccrual loans and loans past due greater than 90 days and still accruing interest to be non-performing. The following table sets forth the Company's retail loan portfolio, categorized by payment status, as of the dates indicated (in thousands):


		Residential		Residential
		Real Estate		Real Estate		Consumer		Other
		Loans		Lines		Indirect		Consumer
September 30, 2016
Performing	$	418,308	$	120,627	$	702,422	$	17,691
Non-performing		1,239		274		1,077		9
Total	$	419,547	$	120,901	$	703,499	$	17,700

December 31, 2015
Performing	$	374,175	$	124,531	$	651,027	$	18,340
Non-performing		1,848		235		1,467		21
Total	$	376,023	$	124,766	$	652,494	$	18,361

Allowance for Loan Losses

Loans and the related allowance for loan losses are presented below as of the dates indicated (in thousands):


						Residential		Residential
		Commercial		Commercial		Real Estate		Real Estate		Consumer		Other
		Business		Mortgage		Loans		Lines		Indirect		Consumer		Total
September 30, 2016
Loans:
Ending balance	$	350,181	$	637,799	$	419,547	$	120,901	$	703,499	$	17,700	$	2,249,627
Evaluated for impairment:
Individually	$	2,081	$	1,334	$	-	$	-	$	-	$	-	$	3,415
Collectively	$	348,100	$	636,465	$	419,547	$	120,901	$	703,499	$	17,700	$	2,246,212

Allowance for loan losses:
Ending balance	$	6,524	$	9,710	$	1,428	$	315	$	11,041	$	332	$	29,350
Evaluated for impairment:
Individually	$	436	$	122	$	-	$	-	$	-	$	-	$	558
Collectively	$	6,088	$	9,588	$	1,428	$	315	$	11,041	$	332	$	28,792

September 30, 2015
Loans:
Ending balance	$	297,640	$	549,911	$	96,298	$	401,103	$	641,453	$	19,020	$	2,005,425
Evaluated for impairment:
Individually	$	3,064	$	1,802	$	-	$	-	$	-	$	-	$	4,866
Collectively	$	294,576	$	548,109	$	96,298	$	401,103	$	641,453	$	19,020	$	2,000,559

Allowance for loan losses:
Ending balance	$	5,281	$	8,888	$	456	$	1,177	$	10,264	$	389	$	26,455
Evaluated for impairment:
Individually	$	806	$	278	$	-	$	-	$	-	$	-	$	1,084
Collectively	$	4,475	$	8,610	$	456	$	1,177	$	10,264	$	389	$	25,371

The following table sets forth the changes in the allowance for loan losses for the three and nine month periods ended September 30, 2016 (in thousands):


								Residential			Residential
		Commercial			Commercial			Real Estate			Real Estate			Consumer			Other
		Business			Mortgage			Loans			Lines			Indirect			Consumer			Total

Three months ended September 30, 2016
Beginning balance	$	6,197		$	9,496		$	1,444		$	318		$	10,696		$	374		$	28,525
Charge-offs		(44	)		(156	)		(78	)		(8	)		(2,056	)		(158	)		(2,500	)
Recoveries		75			29			17			4			1,160			79			1,364
Provision		296			341			45			1			1,241			37			1,961
Ending balance	$	6,524		$	9,710		$	1,428		$	315		$	11,041		$	332		$	29,350


Nine months ended September 30, 2016
Beginning balance	$	5,540		$	9,027		$	1,347		$	345		$	10,458		$	368		$	27,085
Charge-offs		(688	)		(168	)		(258	)		(59	)		(6,452	)		(434	)		(8,059	)
Recoveries		244			40			142			11			3,324			282			4,043
Provision		1,428			811			197			18			3,711			116			6,281
Ending balance	$	6,524		$	9,710		$	1,428		$	315		$	11,041		$	332		$	29,350

The following table sets forth the changes in the allowance for loan losses for the three and nine month periods ended September 30, 2015 (in thousands):


								Residential			Residential
	Commercial				Commercial			Real Estate			Real Estate			Consumer			Other
		Business			Mortgage			Loans			Lines			Indirect			Consumer			Total

Three months ended September 30, 2015
Beginning balance	$	5,334		$	9,358		$	465		$	1,198		$	10,676		$	469		$	27,500
Charge-offs		(106	)		(56	)		(37	)		(98	)		(2,380	)		(239	)		(2,916	)
Recoveries		38			44			34			34			905			62			1,117
Provision (credit)		15			(458	)		(6	)		43			1,063			97			754
Ending balance	$	5,281		$	8,888		$	456		$	1,177		$	10,264		$	389		$	26,455


Nine months ended September 30, 2015
Beginning balance	$	5,621		$	8,122		$	570		$	1,485		$	11,383		$	456		$	27,637
Charge-offs		(1,260	)		(866	)		(114	)		(336	)		(6,643	)		(652	)		(9,871	)
Recoveries		172			140			80			53			3,206			255			3,906
Provision (credit)		748			1,492			(80	)		(25	)		2,318			330			4,783
Ending balance	$	5,281		$	8,888		$	456		$	1,177		$	10,264		$	389		$	26,455

Risk Characteristics

Commercial business loans primarily consist of loans to small to midsize businesses in our market area in a diverse range of industries. These loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower's operations or on the value of underlying collateral, if any.

Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, potentially resulting in higher losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral securing the loan. Economic events or conditions in the real estate market could have an adverse impact on the cash flows generated by properties securing the Company's commercial real estate loans and on the value of such properties.

Residential real estate loans (comprised of conventional mortgages and home equity loans) and residential real estate lines (comprised of home equity lines) are generally made on the basis of the borrower's ability to make repayment from his or her employment and other income, but are secured by real property whose value tends to be more easily ascertainable. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral.

Consumer indirect and other consumer loans may entail greater credit risk than residential mortgage loans and home equities, particularly in the case of other consumer loans which are unsecured or, in the case of indirect consumer loans, secured by depreciable assets, such as automobiles or boats. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances such as job loss, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.