UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended SeptemberJune 30, 20172021

OR

or 

☐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 File Number: 001-16767

 

Western New England Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts73-1627673
(State or other jurisdiction of incorporation or organization)(I.R.S.IRS Employer Identification No.)Number)

141 Elm Street, Westfield, Massachusetts01086
(Address of principal executive offices)(Zip Code)

 

141 Elm Street, Westfield, Massachusetts 01086(413)568-1911

(Address of principal executive offices)

(Zip Code)

(413) 568-1911

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWNEBNASDAQ

 

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☐Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes☒ No☐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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):Act.

 

Large accelerated filer☐filer ☐Accelerated filerFiler☒
Non-accelerated filer☐Smaller reporting company ☒
 
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☐Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes☐No☒Yes ☐    No  ☒

 

At NovemberAugust 3, 2017,2021 the registrant had30,634,17023,391,652 shares of common stock, $0.01 par value, issued and outstanding.

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
   
FORWARD-LOOKING STATEMENTSi
  
PART I – FINANCIAL INFORMATIONFORWARD-LOOKING STATEMENTSi 
   
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited) 
   
 Consolidated Balance Sheets – September 30, 2017 and December 31, 20161
 
 Consolidated Balance Sheets – June 30, 2021 and December 31, 20201
Consolidated Statements of Net Income – Three and NineSix Months Ended SeptemberJune 30, 20172021 and 201620202
 2 
 
Consolidated Statements of Comprehensive Income – Three and NineSix Months Ended SeptemberJune 30, 20172021 and 201620203
 3 
 
Consolidated Statements of Changes in Shareholders’ Equity – NineThree and Six Months Ended SeptemberJune 30, 20172021 and 201620204
 4 
 Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2017 and 20165
   
 Consolidated Statements of Cash Flows – Six Months Ended June 30, 2021 and 20206
Notes to Consolidated Financial Statements6
7 
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations3231
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk44
 
Item 4.Controls and Procedures44
PART II – OTHER INFORMATION49 
   
Item 1.4.Legal ProceedingsControls and Procedures4550
   
Item 1A.Risk Factors45
   
PART II – OTHER INFORMATION
Item 1.Legal Proceedings50
Item 1A.Risk Factors50
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds4550
   
Item 3.Defaults upon Senior Securities4550
   
Item 4.Mine Safety Disclosures4551
   
Item 5.Other Information4551
   
Item 6.Exhibits4651

 

 

 

FORWARD–LOOKING STATEMENTS

 

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to shareholders and in other communications by us. This Quarterly Report on Form 10-Q contains “forward-looking statements” with respect to the Company’s financial condition, liquidity, results of operations, future performance, business, measures being taken in response to the coronavirus disease 2019 (“COVID-19”) pandemic and the impact of COVID-19 on the Company’s business. Forward-looking statements” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “would,“planned,” “plan,“estimated,” “estimate,” “potential” and other similar expressions.“potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operationoperations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

 

●the duration and scope of the COVID-19 pandemic and the local, national and global impact of COVID-19;

●actions governments, businesses and individuals take in response to the COVID-19 pandemic;

●the speed and effectiveness of vaccine and treatment developments and their deployment, including public adoption rates of COVID-19 vaccines;

●variations of COVID-19, such as the Delta variant, and the response thereto;

●the pace of recovery when the COVID-19 pandemic subsides;

●changes in the interest rate environment that reduce margins;

●changes in the regulatory environment;

●the highly competitive industry and market area in which we operate;

●general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

●changes in business conditions and inflation;

●changes in credit market conditions;

●the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions;

●changes in the securities markets which affect investment management revenues;

●increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments could adversely affect our financial condition;

●changes in technology used in the banking business;

●the soundness of other financial services institutions which may adversely affect our credit risk;

●certain of our intangible assets may become impaired in the future;

●our controls and procedures may fail or be circumvented;

●new line of business or new products and services, which may subject us to additional risks;

●changes in key management personnel which may adversely impact our operations;

●the effect on our operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Act Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), Basel guidelines, capital requirements and other applicable laws and regulations;

●the highly competitive industry and market area in which we operate;

●general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

●changes in business conditions and inflation;

●changes in credit market conditions;

●the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions;

●changes in the securities markets which affect investment management revenues;

●increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments;

●changes in technology used in the banking business;

●the soundness of other financial services institutions which may adversely affect our credit risk;

●certain of our intangible assets may become impaired in the future;

●our controls and procedures may fail or be circumvented;

●new lines of business or new products and services, which may subject us to additional risks;

●changes in key management personnel which may adversely impact our operations;

●severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and

●other factors detailed from time to time in our SEC filings.

 

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.events, except to the extent required by law.

 

i

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)STATEMENTS.

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

- UNAUDITED

(Dollars in thousands, except share data)

 

  September 30,  December 31, 
  2017  2016 
ASSETS        
CASH AND DUE FROM BANKS $25,108  $23,297 
FEDERAL FUNDS SOLD  885   4,388 
INTEREST-BEARING DEPOSITS AND OTHER SHORT-TERM INVESTMENTS  2,907   42,549 
CASH AND CASH EQUIVALENTS  28,900   70,234 
         
SECURITIES AVAILABLE-FOR-SALE – AT FAIR VALUE  297,919   300,115 
FEDERAL HOME LOAN BANK OF BOSTON AND OTHER RESTRICTED STOCK - AT COST  15,704   16,124 
LOANS - Net of allowance for loan losses of $10,518 and $10,068 at September 30, 2017 and December 31, 2016, respectively  1,608,255   1,556,416 
PREMISES AND EQUIPMENT, Net  23,440   20,885 
ACCRUED INTEREST RECEIVABLE  5,764   5,782 
BANK-OWNED LIFE INSURANCE  68,307   66,938 
DEFERRED TAX ASSET, Net  15,636   16,159 
GOODWILL  12,487   13,747 
CORE DEPOSIT INTANGIBLE  4,156   4,438 
OTHER REAL ESTATE OWNED  103   298 
OTHER ASSETS  5,707   4,882 
TOTAL ASSETS $2,086,378  $2,076,018 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
LIABILITIES:        
DEPOSITS :        
Non-interest-bearing $308,934  $303,993 
Interest-bearing  1,206,264   1,214,078 
Total deposits  1,515,198   1,518,071 
         
SHORT-TERM BORROWINGS  192,465   172,351 
LONG-TERM DEBT  106,339   124,836 
SECURITIES PENDING SETTLEMENT  137   455 
OTHER LIABILITIES  19,684   21,909 
TOTAL LIABILITIES  1,833,823   1,837,622 
         
SHAREHOLDERS’ EQUITY:        
Preferred stock - $0.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2017 and December 31, 2016  —   — 
Common stock - $0.01 par value, 75,000,000 shares authorized, 30,816,813 shares issued and outstanding at September 30, 2017; 30,380,231 shares issued and outstanding at December 31, 2016  309   304 
Additional paid-in capital  206,914   205,996 
Unearned compensation - ESOP  (5,946)  (6,418)
Unearned compensation - Equity Incentive Plan  (950)  (536)
Retained earnings  61,695   51,711 
Accumulated other comprehensive loss  (9,467)  (12,661)
Total shareholders’ equity  252,555   238,396 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,086,378  $2,076,018 
         
  June 30,  December 31, 
  2021  2020 
ASSETS        
Cash and due from banks $16,006  $17,399 
Federal funds sold  3,120   2,987 
Interest-bearing deposits and other short-term investments  86,368   67,058 
Cash and cash equivalents  105,494   87,444 
         
Securities available-for-sale, at fair value  231,166   201,880 
Securities held-to-maturity, at amortized cost (Fair value of $107,616 at June 30, 2021)  107,783   — 
Marketable equity securities, at fair value  11,936   11,968 
Federal Home Loan Bank stock and other restricted stock, at cost  4,036   5,160 
Loans, net of allowance for loan losses of $19,870 and $21,157 at June 30, 2021 and December 31, 2020, respectively  1,857,118   1,906,226 
Premises and equipment, net  25,039   25,103 
Accrued interest receivable  8,067   8,477 
Bank-owned life insurance  73,801   72,860 
Deferred tax asset, net  13,180   12,588 
Goodwill  12,487   12,487 
Core deposit intangible  2,750   2,937 
Other assets  23,749   18,756 
Total Assets $2,476,606  $2,365,886 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
LIABILITIES:        
Deposits:        
Non-interest-bearing $599,881  $541,759 
Interest-bearing  1,580,767   1,496,371 
Total deposits  2,180,648   2,038,130 
         
Long-term debt  4,990   57,850 
Subordinated debt  19,614   — 
Securities pending settlement  461   160 
Other liabilities  47,222   43,106 
Total liabilities  2,252,935   2,139,246 
         
SHAREHOLDERS’ EQUITY:        
Preferred stock - $0.01 par value, 5,000,000 shares authorized, NaN outstanding at June 30, 2021 and December 31, 2020  —   — 
Common stock - $0.01 par value, 75,000,000 shares authorized, 24,070,399 shares issued and outstanding at June 30, 2021; 25,276,193 shares issued and outstanding at December 31, 2020  241   253 
Additional paid-in capital  144,602   154,549 
Unearned compensation - ESOP  (3,719)  (3,997)
Unearned compensation - Equity Incentive Plan  (1,600)  (1,240)
Retained earnings  97,370   88,354 
Accumulated other comprehensive loss  (13,223)  (11,279)
Total Shareholders’ Equity  223,671   226,640 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,476,606  $2,365,886 

 

See accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED

(Dollars in thousands, except per share data)

             
  Three Months  Nine Months 
  Ended September 30,  Ended September 30, 
  2017  2016  2017  2016 
INTEREST AND DIVIDEND INCOME:                
Residential and commercial real estate loans $13,474  $7,367  $40,042  $20,803 
Commercial and industrial loans  2,883   1,728   8,180   5,098 
Consumer loans  88   43   260   126 
Debt securities, taxable  1,828   1,618   5,529   5,723 
Debt securities, tax-exempt  25   32   81   136 
Equity securities  35   45   105   140 
Other investments  172   130   501   398 
Federal funds sold, interest-bearing deposits and other short-term investments  11   14   103   67 
Total interest and dividend income  18,516   10,977   54,801   32,491 
                 
INTEREST EXPENSE:
                
Deposits  2,111   1,582   6,180   4,589 
Long-term debt  534   446   1,633   1,749 
Short-term borrowings  1,075   621   2,946   1,580 
Total interest expense  3,720   2,649   10,759   7,918 
Net interest and dividend income  14,796   8,328   44,042   24,573 
PROVISION FOR LOAN LOSSES  200   375   850   400 
Net interest and dividend income after provision for loan losses  14,596   7,953   43,192   24,173 
                 
NON-INTEREST INCOME (LOSS):                
Service charges and fees  1,714   953   4,789   2,696 
Income from bank-owned life insurance  450   369   1,369   1,133 
Loss on prepayment of borrowings  —   —   —   (915)
Gain on sales of securities, net  70   1   52   684 
Gain on sale of OREO  67   —   67   — 
Other income  111   —   227   — 
Total non-interest income  2,412   1,323   6,504   3,598 
                 
NON-INTEREST EXPENSE:                
Salaries and employee benefits  6,490   4,057   18,954   11,709 
Occupancy  891   555   2,815   1,712 
Furniture and equipment  410   242   1,149   723 
Data processing  680   404   1,740   1,167 
Professional fees  642   656   1,919   1,717 
FDIC insurance assessment  163   214   466   594 
Merger related expenses  —   830   626   1,913 
Advertising  328   192   961   696 
Other  1,552   1,075   4,792   3,064 
Total non-interest expense  11,156   8,225   33,422   23,295 
INCOME BEFORE INCOME TAXES  5,852   1,051   16,274   4,476 
INCOME TAX PROVISION  2,037   423   3,600   1,495 
NET INCOME $3,815  $628  $12,674  $2,981 
                 
EARNINGS PER COMMON SHARE:                
Basic earnings per share $0.13  $0.04  $0.42  $0.17 
Weighted average shares outstanding  30,103,095   17,377,844   29,895,621   17,340,101 
Diluted earnings per share $0.13  $0.02  $0.42  $0.17 
Weighted average diluted shares outstanding  30,219,083   17,377,844   30,074,361   17,340,101 

                 
  Three Months  Six Months 
  Ended June 30,  Ended June 30, 
  2021  2020  2021  2020 
Interest and dividend income:                
Residential and commercial real estate loans $14,457  $15,133  $28,966  $30,787 
Commercial and industrial loans  3,801   3,790   8,344   6,797 
Consumer loans  63   76   131   162 
Debt securities, taxable  1,250   1,117   2,074   2,462 
Debt securities, tax-exempt  3   17   6   35 
Marketable equity securities  24   31   51   67 
Other investments  28   157   63   339 
Short-term investments  26   9   50   71 
Total interest and dividend income  19,652   20,330   39,685   40,720 
                 
Interest expense:                
Deposits  1,466   3,817   3,200   8,053 
Long-term debt  185   874   458   1,888 
Subordinated debt  197   —   197   — 
Short-term borrowings  —   547   —   1,134 
Total interest expense  1,848   5,238   3,855   11,075 
Net interest and dividend income  17,804   15,092   35,830   29,645 
                 
(Credit) provision for loan losses  (1,200)  2,450   (1,125)  4,550 
N et interest and dividend income after (credit) provision for loan losses  19,004   12,642   36,955   25,095 
                 
Non-interest income:                
Service charges and fees  2,075   1,559   3,958   3,333 
Income from bank-owned life insurance  500   480   941   921 
(Loss) gain on available-for-sale securities, net  (12)  13   (74)  36 
Net unrealized gain (loss) on marketable equity securities  6   35   (83)  137 
Gain on sale of mortgages  242   —   469   — 
Gain on non-marketable equity investments  —   —   546   — 
Loss on interest rate swap termination  (402)  —   (402)  — 
Other income  —   —   58   185 
Total non-interest income  2,409   2,087   5,413   4,612 
                 
Non-interest expense:                
Salaries and employees benefits  8,054   7,167   15,736   14,339 
Occupancy  1,099   1,072   2,388   2,239 
Furniture and equipment  513   363   1,003   754 
Data processing  758   707   1,479   1,422 
Professional fees  589   637   1,133   1,236 
FDIC insurance assessment  225   288   523   439 
Advertising  347   219   685   471 
Loss on prepayment of borrowings  45   —   45   — 
Other expenses  2,044   1,792   4,009   3,659 
Total non-interest expense  13,674   12,245   27,001   24,559 
Income before income taxes  7,739   2,484   15,367   5,148 
Income tax provision  2,087   463   3,924   1,047 
Net income $5,652  $2,021  $11,443  $4,101 
                 
Earnings per common share:                
Basic earnings per share $0.24  $0.08  $0.47  $0.16 
Weighted average shares outstanding  23,722,903   24,927,619   24,102,416   25,246,378 
Diluted earnings per share $0.24  $0.08  $0.47  $0.16 
Weighted average diluted shares outstanding  23,773,562   24,927,619   24,156,450   25,272,769 

 

See accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

(Dollars in thousands)

 

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
             
Net income $3,815  $628  $12,674  $2,981 
                 
Other comprehensive income (loss):                
Unrealized gains (losses) on securities:                
Unrealized holding gains (losses) on available for sale securities  381   (359)  2,133   5,820 
Reclassification adjustment for gains realized in income(1)  (70)  (1)  (52)  (684)
Amortization of net unrealized loss on held-to-maturity securities(2)  —   —   —   26 
Net unrealized loss upon transfer of held-to-maturity to available-for-sale(3)  —   —   —   2,288 
Net unrealized gains (losses)  311   (360)  2,081   7,450 
Tax effect  (100)  125   (627)  (2,567)
Net-of-tax amount  211   (235)  1,454   4,883 
                 
Derivative instruments:                
Change in fair value of derivatives used for cash flow hedges  (14)  417   (307)  (2,863)
Reclassification adjustment for loss realized in interest expense(4)  228   128   751   313 
Reclassification adjustment for termination fee realized in interest expense(5)  269   269   799   687 
Net adjustments relating to derivative instruments  483   814   1,243   (1,863)
Tax effect  (133)  (277)  32   633 
Net-of-tax amount  350   537   1,275   (1,230)
                 
Defined benefit pension plans:                
Amortization of defined benefit plans actuarial loss(6)  51   24   153   71 
Tax effect  28   (8)  312   (24)
Net-of-tax amount  79   16   465   47 
                 
Other comprehensive income  640   318   3,194   3,700 
                 
Comprehensive income $4,455  $946  $15,868  $6,681 
               
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2021  2020  2021  2020 
Net income $5,652  $2,021  $11,443  $4,101 
                 
Other comprehensive income (loss):                
Unrealized gains (losses) on available-for-sale securities:                
Unrealized holding gains (loss)  707   399   (3,762)  4,549 
Reclassification adjustment for net losses (gains) realized in income(1)  12   (13)  74   (36)
Unrealized (losses) gains  719   386   (3,688)  4,513 
Tax effect  (165)  (114)  916   (1,113)
Net-of-tax amount  554   272   (2,772)  3,400 
                 
Cash flow hedges:                
Change in fair value of derivatives used for cash flow hedges  —   (117)  —   (1,240)
Reclassification adjustment for loss realized in income for interest rate swap termination(2)  402   —   402   — 
Reclassification adjustment for loss realized in interest expense(3)  —   254   —   417 
Reclassification adjustment for termination fee realized in interest expense(4)  142   225   282   491 
Unrealized gains (losses) on cash flow hedges  544   362   684   (332)
Tax effect  (153)  (102)  (192)  93 
Net-of-tax amount  391   260   492   (239)
                 
Defined benefit pension plan:                
Amortization of defined benefit plan actuarial loss  233   98   467   197 
Tax effect  (65)  (27)  (131)  (55)
Net-of-tax amount  168   71   336   142 
                 
Other comprehensive income (loss)  1,113   603   (1,944)  3,303 
                 
Comprehensive income $6,765  $2,624  $9,499  $7,404 

 

(1)

Realized gains and losses on available-for-sale securities are recognized as a component of non-interest income. The tax effects applicable to net realized gains were $29,000 and $407losses was $3,000 for the three months ended SeptemberJune 30, 20172021 and 2016, respectively.2020.   The tax effects applicable to net realized gains and losses were $21,000$16,000 and $236,000$8,000 for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.

(2)
(2)Amortization of net unrealized gainsLoss realized in income on held-to-maturity securitiesinterest rate swap termination is recognized as a component of interest income on debt securities.non-interest income.  Income tax effects associated with the reclassification adjustments were $(9,000)$113,000 for the ninethree months and six months ended SeptemberJune 30, 2016.2021.

(3)
(3)Income tax effect associated with the reclassification adjustments upon transfer of held-to-maturity to available-for-sale was $790,000 for the nine months ended September 30, 2016.
(4)Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on short-termlong-term debt.  Income tax effects associated with the reclassification adjustmentadjustments were $93,000 and $44,000$71,000 for the three months ended SeptemberJune 30, 2017 and 2016, respectively.2020.  Income tax effects associated with the reclassification adjustmentadjustments were $307,000 and $106,000$117,000 for the ninesix months ended SeptemberJune 30, 2017 and 2016, respectively2020.

(4)
(5)Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on short-termlong-term debt. Income tax effects associated with the reclassification adjustment were $110,000 and $91,000 for the three months ended September 30, 2017 and 2016, respectively. Income tax effects associated with the reclassification adjustment were $326,000 and $234,000 for the nine months ended September 30, 2017 and 2016, respectively
(6)Amounts represent the reclassification of defined benefit plans amortization and have been recognized as a component of salaries and employee benefit expense.  Income tax effects associated with the reclassification adjustments were $(21,000)$40,000 and $8,000$63,000 for the three months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.  Income tax effects associated with the reclassification adjustments were $(63,000)$79,000 and $24,000$138,000 for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.
(1)Realized gains and losses on available-for-sale securities are recognized as a component of non-interest income. The tax effects applicable to net realized gains and losses was $3,000 for the three months ended June 30, 2021 and 2020.   The tax effects applicable to net realized gains and losses were $16,000 and $8,000 for the six months ended June 30, 2021 and 2020, respectively.

(2)Loss realized in income on interest rate swap termination is recognized as a component of non-interest income.  Income tax effects associated with the reclassification adjustments were $113,000 for the three months and six months ended June 30, 2021.

(3)Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term debt.  Income tax effects associated with the reclassification adjustments were $71,000 for the three months ended June 30, 2020.  Income tax effects associated with the reclassification adjustments were $117,000 for the six months ended June 30, 2020.

(4)Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term debt.  Income tax effects associated with the reclassification adjustments were $40,000 and $63,000 for the three months ended June 30, 2021 and 2020, respectively.  Income tax effects associated with the reclassification adjustments were $79,000 and $138,000 for the six months ended June 30, 2021 and 2020, respectively.

See accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Dollars in thousands, except share data)

 

                          
  Common Stock                   
  Shares  Par Value  Additional Paid-in Capital  Unearned Compensation- ESOP  Unearned Compensation- Equity Incentive Plan  Retained Earnings  Accumulated Other Comprehensive Loss  Total 
BALANCE AT DECEMBER 31, 2020  25,276,193  $253  $154,549  $(3,997) $(1,240) $88,354  $(11,279) $226,640 
Comprehensive income  —   —   —   —   —   5,791   (3,057)  2,734 
Common stock held by ESOP committed to be released (81,893 shares)  —   —   8   139   —   —   —   147 
Share-based compensation - equity incentive plan  —   —   —   —   231   —   —   231 
Forfeited equity incentive plan shares reissued (19,086 shares)  —   —   (212)  —   212   —   —   — 
Common stock repurchased  (711,635)  (7)  (5,770)  —   —   —   —   (5,777)
Issuance of common stock in connection with stock option exercises  19,400   —   113   —   —   —   —   113 
Issuance of common stock in connection with equity incentive plan (19,827 shares)  —   —   162   —   (162)  —   —   — 
Cash dividends declared and paid on common stock ($0.05 per share)  —   —   —   —   —   (1,232)  —   (1,232)
BALANCE AT MARCH 31, 2021  24,583,958  $246  $148,850  $(3,858) $(959) $92,913  $(14,336) $222,856 
Comprehensive income  —   —   —   —   —   5,652   1,113   6,765 
Common stock held by ESOP committed to be released (81,893 shares)  —   —   27   139   —   —   —   166 
Share-based compensation - equity incentive plan  —   —   —   —   380   —   —   380 
Common stock repurchased  (635,921)  (6)  (5,295)  —   —   —   —   (5,301)
Issuance of common stock in connection with equity incentive plan  122,362   1   1,020   —   (1,021)  —   —   — 
Cash dividends declared and paid on common stock ($0.05 per share)  —   —   —   —   —   (1,195)  —   (1,195)
BALANCE AT JUNE 30, 2021  24,070,399  $241  $144,602  $(3,719) $(1,600) $97,370  $(13,223) $223,671 

Tax rate on reclassification adjustments was 40.85% for the 2017 period and 34.0% for the comparable 2016 period.

See accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Dollars in thousands, except share data)

                          
  Common Stock                   
  Shares  Par  Value  Additional Paid-in Capital  Unearned Compensation- ESOP  Unearned Compensation- Equity Incentive Plan  Retained Earnings  Accumulated Other Comprehensive Loss  Total 
BALANCE AT DECEMBER 31, 2019  26,557,981  $266  $164,248  $(4,574) $(1,124) $82,176  $(8,968) $232,024 
Comprehensive income  —   —   —   —   —   2,080   2,700   4,780 
Common stock held by ESOP committed to be released (85,101 shares)  —   —   47   144   —   —   —   191 
Share-based compensation - equity incentive plan  —   —   —   —   182   —   —   182 
Forfeited equity incentive plan shares reissued (18,645 shares)  —   —   (186)  —   186   —   —   — 
Common stock repurchased  (1,015,055)  (11)  (8,069)  —   —   —   —   (8,080)
Issuance of common stock in connection with equity incentive plan  101,408   1   1,093   —   (1,094)  —   —   — 
Cash dividends declared and paid on common stock ($0.05 per share)  —   —   —   —   —   (1,288)  —   (1,288)
BALANCE AT MARCH 31, 2020  25,644,334  $256  $157,133  $(4,430) $(1,850) $82,968  $(6,268) $227,809 
Comprehensive income  —   —   —   —   —   2,021   603   2,624 
Common stock held by ESOP committed to be released (85,101 shares)  —   —   (1)  144   —   —   —   143 
Share-based compensation - equity incentive plan  —   —   —   —   195   —   —   195 
Cash dividends declared and paid on common stock ($0.05 per share)  —   —   —   —   —   (1,251)  —   (1,251)
BALANCE AT JUNE 30, 2020  25,644,334  $256  $157,132  $(4,286) $(1,655) $83,738  $(5,665) $229,520 

See accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)

        
  Six Months Ended June 30, 
  2021  2020 
OPERATING ACTIVITIES:        
Net income $11,443  $4,101 
Adjustments to reconcile net income to net cash provided by operating activities:        
(Credit) provision for loan losses  (1,125)  4,550 
Depreciation and amortization of premises and equipment  1,168   996 
Amortization (accretion) of purchase accounting adjustments, net  89   (8)
Amortization of core deposit intangible  187   187 
Net amortization of premiums and discounts on securities and mortgage loans  1,170   1,291 
Amortization of subordinated debt issuance costs  8   — 
Share-based compensation expense  611   377 
ESOP expense  313   334 
Gain on sale of mortgages  (469)  — 
Net change in unrealized loss (gains) on marketable equity securities  83   (137)
Net loss (gain) on available-for-sale securities  74   (36)
Income from bank-owned life insurance  (941)  (921)
Net change in:        
Accrued interest receivable  410   (1,659)
Other assets  (5,473)  3,169 
Other liabilities  5,748   (408)
Net cash provided by operating activities 13,296   11,836 
         
INVESTING ACTIVITIES:        
Securities, held-to-maturity:        
Purchases  (108,694)  — 
Proceeds from calls, maturities, and principal collections  845   — 
Securities, available for sale:        
Purchases  (65,291)  (51,860)
Proceeds from redemptions and sales  129   10,792 
Proceeds from calls, maturities, and principal collections  31,083   47,587 
Loan originations and principal payments, net  32,425   (224,050)
Redemption of Federal Home Loan Bank of Boston stock  1,124   3,607 
Proceeds from sale of mortgages  18,049   — 
Purchases of premises and equipment  (1,114)  (2,004)
Proceeds from sale of premises and equipment  —   66 
Net cash used in investing activities  (91,444)  (215,862)
         
FINANCING ACTIVITIES:        
Net increase in deposits  142,535   270,061 
Repayment of long-term debt  (52,852)  (43,742)
Proceeds from long-term debt  —   26,417 
Proceeds from subordinated debt issuance  20,000   — 
Payment of subordinated debt issuance costs  (394)  — 
Cash dividends paid  (2,427)  (2,539)
Common stock repurchased  (10,777)  (8,080)
Issuance of common stock in connection with stock option exercises  113   — 
Net cash provided by financing activities  96,198   242,117 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS:  18,050   38,091 
Beginning of period  87,444   24,741 
End of period $105,494  $62,832 
         
Supplemental cash flow information:        
Net change in cash due to broker $301  $— 
Interest paid  3,912   10,523 
Taxes paid  4,211   1,860 

 

See accompanying notes to unaudited consolidated financial statements.

 


 6

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Dollars in thousands, except share data)

  Common Stock        Unearned     Accumulated    
 Shares  Par Value  Additional
Paid-in
Capital		  Unearned Compensation-
ESOP		  Compensation-
Equity
Incentive Plan		  Retained
Earnings		  Other
Comprehensive
Loss		  Total 
                         
BALANCE AT DECEMBER 31, 2015  18,267,747  $183  $108,210  $(6,952) $(313) $49,316  $(10,978) $139,466 
Comprehensive income  —   —   —   —   —   2,981   3,700   6,681 
Common stock held by ESOP committed to be released (74,430 shares)  —   —   62   382   —   —   —   444 
Share-based compensation - equity incentive plan  —   —   —   —   186   —   —   186 
Excess tax benefit from equity incentive plan  —   —   5   —   —   —   —   5 
Issuance of common stock in connection with equity incentive plan  62,740   1   484   —   (485)  —   —   — 
Cash dividends declared and paid ($0.09 per share)  —   —   —   —   —   (1,559)  —   (1,559)
BALANCE AT SEPTEMBER 30, 2016  18,330,487  $184  $108,761  $(6,570) $(612) $50,738  $(7,278) $145,223 
                                 
BALANCE AT DECEMBER 31, 2016  30,380,231  $304  $205,996  $(6,418) $(536) $51,711  $(12,661) $238,396 
Comprehensive income  —   —   —   —   —   12,674   3,194   15,868 
Common stock held by ESOP committed to be released (93,679 shares)  —   —   226   472   —   —   —   698 
Share-based compensation - equity incentive plan  —   —   —   —   490   —   —   490 
Common stock repurchased  (574,309)  (5)  (5,667)  —   —   —   —   (5,672)
Issuance of common stock in connection with stock option exercises  921,849   9   5,456   —   —   —   —   5,465 
Issuance of common stock in connection with equity incentive plan  89,042   1   903   —   (904)  —   —   — 
Cash dividends declared and paid ($0.09 per share)  —   —   —   —   —   (2,690)  —   (2,690)
BALANCE AT SEPTEMBER 30, 2017  30,816,813  $309  $206,914  $(5,946) $(950) $61,695  $(9,467) $252,555 

See accompanying notes to unaudited consolidated financial statements. 


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

  Nine Months Ended September 30, 
  2017  2016 
OPERATING ACTIVITIES:        
Net income $12,674  $2,981 
Adjustments to reconcile net income to net cash provided by operating activities:        
Provision for loan losses  850   400 
Depreciation and amortization of premises and equipment  1,468   969 
Accretion of purchase accounting adjustments, net  (1,431)  — 
Amortization of core deposit intangible  282   — 
Net amortization of premiums and discounts on securities and mortgage loans  2,577   2,758 
Net amortization of premiums on modified debt  —   60 
Share-based compensation expense  490   186 
ESOP expense  698   444 
Excess tax benefits from equity incentive plan  —   (5)
Net gains on sales of securities  (52)  (684)
Gain on sale of other real estate owned  (67)  — 
Loss on prepayment of borrowings  —   915 
Deferred income tax benefit  (973)  — 
Income from bank-owned life insurance  (1,369)  (1,133)
Changes in assets and liabilities:        
Accrued interest receivable  18   300 
Other assets  (3,578)  (1,468)
Other liabilities  1,995   (2,184)
Net cash provided by operating activities  13,582   3,539 
         
INVESTING ACTIVITIES:
        
Securities, held to maturity:        
Proceeds from calls, maturities, and principal collections  —   6,835 
Securities, available for sale:        
Purchases  (67,246)  (59,595)
Proceeds from sales  22,453   136,825 
Proceeds from calls, maturities, and principal collections  46,576   46,639 
Purchase of residential mortgages  (48,205)  (107,632)
Loan originations and principal payments, net  (4,133)  (21,185)
Redemption of Federal Home Loan Bank of Boston stock  420   2,880 
Proceeds from sale of other real estate owned  365   — 
Purchases of premises and equipment  (1,645)  (565)
Proceeds from sale of premises and equipment  —   20 
Net cash (used in) provided by investing activities  (51,415)  4,222 
         
FINANCING ACTIVITIES:
        
Net (decrease) increase in deposits  (2,120)  62,195 
Net change in short-term borrowings  20,114   51,866 
Repayment of long-term debt  (19,700)  (84,333)
Proceeds from long-term debt  1,420   1,165 
Cash dividends paid  (2,690)  (1,559)
Common stock repurchased  (5,990)  — 
Issuance of common stock in connection with stock option exercises  5,465   — 
Excess tax benefits in connection with equity incentive plan  —   5 
Net cash (used in) provided by financing activities  (3,501)  29,339 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS:  (41,334)  37,100 
Beginning of period  70,234   13,703 
End of period $28,900  $50,803 
         
Supplemental cashflow information:        
Securities reclassified from held-to-maturity to available-for-sale $—  $(232,817)
Net change in cash due to broker for common stock repurchased  (318)  — 
Interest paid  10,774   8,036 
Taxes paid  3,658   2,150 

See the accompanying notes to unaudited consolidated financial statements.


WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBERJUNE 30, 20172021

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – and Basis of Presentation. Western New England Bancorp, Inc. (“Western New England Bancorp,” “WNEB,” the “Company,” “we”“we,” or “us”) is a Massachusetts-chartered stock holding company for Westfield Bank, a federally chartered stockfederally-chartered savings bank (the “Bank”(“Bank”).

The Bank’s deposits are insured to the limits specified by the Federal Deposit Insurance Corporation (“FDIC”). The Bank operates 2125 banking offices in Hampden and Hampshire counties in western Massachusetts and Hartford and Tolland counties in northern Connecticut, and its primary sources of revenue are earnings on loans to small and middle-market businesses and to residential property homeowners andinterest income from loans as well as interest income from investment securities. The Bank’s Huntington, Massachusetts branch opened on February 25, 2020 and its Bloomfield, Connecticut branch opened on July 6, 2020. In addition, the Bank’s Financial Services Center in West Hartford, Connecticut, opened on July 21, 2020. The West Hartford Financial Services Center serves as the Company’s Connecticut hub, housing Commercial Lending, Cash Management and a Mortgage Loan Officer. The Bank’s deposits are insured up to the maximum Federal Deposit Insurance Corporation (“FDIC”) coverage limits.

Wholly-OwnedWholly-owned Subsidiaries and Acquisitionof the Bank.– Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC, is a Massachusetts-chartered limited liability company that holds real property acquired as security for debts previously contracted by the Bank. On October 21, 2016, we acquired Chicopee Bancorp, Inc. (“Chicopee”), the holding company for Chicopee Savings Bank. The acquisition added eight full-service banking offices located in western Massachusetts.

Principles of Consolidation –.The unaudited consolidated financial statements include the accounts of Western New England Bancorp, the Bank, CSB Colts, Inc., Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities, Inc. All material intercompany balances and transactions have been eliminated in consolidation.

Estimates –. The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities theand disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for both at the date of the unaudited consolidated financial statements.each. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses other-than-temporary impairment of securities, and the realizability of deferred tax assets.

Basis of Presentation –.In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of SeptemberJune 30, 2017,2021, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172021 are not necessarily indicative of the results of operations for the year ending December 31, 2017.2021. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016,2020, included in our Annual Report on Form 10-K for the year ended December 31, 20162020 (the “2016“2020 Annual Report”).

Reclassifications –. Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation.


 7

2.  EARNINGS PER SHARE

Basic earnings per share representrepresents income available to common shareholders divided by the weighted averageweighted-average number of common shares outstanding during the period. If rights to dividends on unvested awards are non-forfeitable, these unvested awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. No dilutive potentialPotential common shares that may be issued by us relate to stock options and certain performance-based restricted stock awards and are determined using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. There were no anti-dilutive shares outstanding during the periods presented. Share-based compensation awards that qualify as participating securities (entitled to receive non-forfeitable dividends) are included in basic earnings per share.three and six months ended June 30, 2021.

Earnings per common share for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020 have been computed based on the following:

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
  (In thousands, except per share data) 
             
Net income applicable to common stock $3,815  $628  $12,674  $2,981 
                 
Average number of common shares issued  31,001   18,330   30,799   18,298 
Less: Average unallocated ESOP Shares  (838)  (926)  (861)  (945)
Less: Average unvested equity incentive plan shares  (60)  (26)  (42)  (13)
                 
Average number of common shares outstanding used to calculate basic earnings per common share  30,103   17,378   29,896   17,340 
                 
Effect of dilutive equity incentive plan  26   —   12   — 
Effect of dilutive stock options  90   —   166   — 
                 
Average number of common shares outstanding used to calculate diluted earnings per common share  30,219   17,378   30,074   17,340 
                 
Basic earnings per share $0.13  $0.04  $0.42  $0.17 
Diluted earnings per share $0.13  $0.04  $0.42  $0.17 

3. COMPREHENSIVE INCOME/LOSS

                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2021  2020  2021  2020 
  (In thousands, except per share data) 
Net income applicable to common stock $5,652  $2,021  $11,443  $4,101 
                 
Average number of common shares issued  24,345   25,644   24,729   25,969 
Less: Average unallocated ESOP Shares  (506)  (590)  (516)  (601)
Less: Average unvested performance-based equity incentive plan shares  (116)  (126)  (110)  (121)
                 
Average number of common shares outstanding used to calculate basic earnings per common share  23,723   24,928   24,103   25,247 
Effect of dilutive performance-based equity incentive plan  10   —   19   — 
Effect of dilutive stock options  40   —   35   26 
Average number of common shares outstanding used to calculate diluted earnings per common share  23,773   24,928   24,157   25,273 
                 
Basic earnings per share $0.24  $0.08  $0.47  $0.16 
Diluted earnings per share $0.24  $0.08  $0.47  $0.16 
Anti-dilutive shares (1)  —   218   —   109 

 

(1)Shares outstanding but not included because the impact of these shares would be anti-dilutive to the earnings per share calculation for the periods presented.

 8

3.  COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.income (loss).

The components of accumulated other comprehensive loss included in shareholders’ equity are as follows:

 

September 30,

2017

  December 31,
2016		  

June 30, 2021 

  December 31, 2020 
 (In thousands)  (In thousands) 
     
Net unrealized losses on securities available-for-sale $(3,782) $(5,863)
Net unrealized (losses) gains on securities available-for-sale $(2,386) $1,302 
Tax effect  1,397   2,024   577   (339)
Net-of-tax amount  (2,385)  (3,839)  (1,809)  963 
                
Fair value of derivatives used for cash flow hedges  (2,709)  (3,152)
Termination fees on forward starting interest rate swaps  (3,933)  (4,733)
Total derivatives  (6,642)  (7,885)
Termination fee on cancelled cash flow hedges  —   (684)
Tax effect  2,713   2,681   —   192 
Net-of-tax amount  (3,929)  (5,204)  —   (492)
                
Unrecognized actuarial loss on defined benefit plan  (5,329)  (5,482)
Unrecognized actuarial loss on the defined benefit plan  (15,877)  (16,344)
Tax effect  2,176   1,864   4,463   4,594 
Net-of-tax amount  (3,153)  (3,618)  (11,414)  (11,750)
                
Accumulated other comprehensive loss $(9,467) $(12,661) $(13,223) $(11,279)

The following table presents changes in accumulated other comprehensive loss for the periods ended September 30, 2017

4.  SECURITIES

Available-for-sale and 2016 by component:

  Securities  Derivatives  Defined
Benefit
Plans		  Accumulated
Other
Comprehensive
Loss		 
  (In thousands) 
Balance at December 31, 2015 $(3,046) $(5,501) $(2,431) $(10,978)
Current-period other comprehensive income (loss)  4,883   (1,230)  47   3,700 
Balance at September 30, 2016 $1,837  $(6,731) $(2,384) $(7,278)
                 
Balance at December 31, 2016 $(3,839) $(5,204) $(3,618) $(12,661)
Current-period other comprehensive income  1,454   1,275   465   3,194 
Balance at September 30, 2017 $(2,385) $(3,929) $(3,153) $(9,467)

4.       SECURITIES

Securities available-for-saleheld-to-maturity investment securities are summarized as follows:

                 
  June 30, 2021 
  Amortized Cost  Gross Unrealized Gains  Gross Unrealized Losses  Fair Value 
  (In thousands) 
Available-for-sale securities:                
Debt securities:                
Government-sponsored enterprise obligations $14,890  $—  $(646) $14,244 
State and municipal bonds  405   1   —   406 
Corporate bonds  3,033   104   —   3,137 
Total debt securities  18,328   105   (646)  17,787 
                 
Mortgage-backed securities:                
Government-sponsored mortgage-backed securities  202,651   732   (2,153)  201,230 
U.S. government guaranteed mortgage-backed securities  12,573   26   (450)  12,149 
Total mortgage-backed securities  215,224   758   (2,603)  213,379 
                 
Total available-for-sale  233,552   863   (3,249)  231,166 
                 
                 
Held-to-maturity securities:                
Mortgage-backed securities:                
Government-sponsored mortgage-backed securities  107,783   188   (355)  107,616 
Total held-to-maturity  107,783   188   (355)  107,616 
                 
                 
Total $341,335  $1,051  $(3,604) $338,782 

 

   
 September 30, 2017  December 31, 2020 
 Amortized
Cost		  Gross
Unrealized
Gains		  Gross
Unrealized
Losses		  Fair Value  Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value 
 (In thousands)  (In thousands)    
Available-for-sale securities:                                
Debt securities:                
Government-sponsored enterprise obligations $14,871  $15  $(111) $14,775 
State and municipal bonds  405   1   —   406 
Corporate bonds  3,039   36   —   3,075 
Total debt securities  18,315   52   (111)  18,256 
                
Mortgage-backed securities:                
Government-sponsored mortgage-backed securities $193,037  $120  $(2,836) $190,321   161,290   1,742   (303)  162,729 
U.S. government guaranteed mortgage-backed securities  17,408   —   (447)  16,961   20,973   108   (186)  20,895 
Corporate bonds  56,192   582   (221)  56,553 
State and municipal bonds  3,223   39   (37)  3,225 
Government-sponsored enterprise obligations  25,150   —   (697)  24,453 
Mutual funds  6,691   —   (285)  6,406 
Total mortgage-backed securities  182,263   1,850   (489)  183,624 
                
Total available-for-sale $301,701  $741  $(4,523) $297,919  $200,578  $1,902  $(600) $201,880 

  December 31, 2016 
  Amortized
Cost		  Gross
Unrealized
Gains		  Gross
Unrealized
Losses		  Fair Value 
   (In thousands) 
Available-for-sale securities:                
Government-sponsored mortgage-backed securities $184,127  $33  $(4,024) $180,136 
U.S. government guaranteed mortgage-backed securities  17,753   —   (403)  17,350 
Corporate bonds  50,255   265   (203)  50,317 
State and municipal bonds  4,117   13   (122)  4,008 
Government-sponsored enterprise obligations  43,140   —   (1,132)  42,008 
Mutual funds  6,586   —   (290)  6,296 
Total available-for-sale securities $305,978  $311  $(6,174) $300,115 

Our repurchase agreements are collateralized byAt June 30, 2021, government-sponsored enterprise obligations with a fair value of $9.5 million and certain mortgage-backed securities (see Note 8).with a fair value of $53.8 million were pledged to secure public deposits and for other purposes as required or permitted by law. The securities collateralizing public deposits are subject to fluctuations in fair value. We monitor the fair value of the collateral on a periodic basis, and pledge additional collateral if necessary based on changes in fair value of collateral or the balances of such deposits.

The amortized cost and fair value of available-for-sale debt securities at SeptemberJune 30, 2017,2021, by final maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or repayprepay obligations. Also, becauseAvailable-for-sale and held-to-maturity mortgage-backed securities require periodic principal paydowns, they are not included in the maturity categories in the following maturity summary.

  June 30, 2021 
  Amortized Cost  Fair Value 
  (In thousands) 
Available-for-sale securities:        
Debt securities:        
Due after one year through five years $3,438  $3,543 
Due after five years through ten years  9,897   9,519 
Due after ten years  4,993   4,725 
Total debt securities  18,328   17,787 
Mortgage-backed securities  215,224   213,379 
Total available-for-sale securities $233,552  $231,166 

 

  September 30, 2017
  Amortized Cost Fair Value
  (In thousands)
Available for securities:        
Debt securities:        
     Due in one year or less $—    $—   
     Due after one year through five years  28,079   28,497 
     Due after five years through ten years  49,735   49,149 
     Due after ten years  6,751   6,585 
Total securities $84,565  $84,231 
Mortgage-backed securities  210,445   207,282 
Total $295,010  $291,513 

  June 30, 2021 
  Amortized Cost  Fair Value 
  (In thousands) 
Held-to-maturity securities:        
Mortgage-backed securities $107,783  $107,616 
Total held-to-maturity securities $107,783  $107,616 

 


Gross realized gains and losses on sales of available-for-sale securities available-for-sale for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020 are as follows:

 Three Months Ended Nine Months Ended 
 September 30,  September 30,  Three Months Ended Six Months Ended 
 2017  2016  2017  2016  June 30,  June 30, 
 (In thousands)  2021  2020  2021  2020 
          (In thousands) 
Gross gains realized $71  $1  $117  $1,521  $—  $96  $—  $244 
Gross losses realized  (1)  —   (65)  (837)  (12)  (83)  (74)  (208)
Net gain realized $70  $1  $52  $684 
Net (loss) gain realized $(12) $13  $(74) $36 

Proceeds from the sale and redemption of available-for-sale securities available-for-sale amounted to $22.5 million$129,000 and $136.8$10.8 million for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.

Information pertaining to securities with gross unrealized losses at SeptemberJune 30, 20172021 and December 31, 2016,2020, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

 September 30, 2017 
 Less Than 12 Months  Over 12 Months  June 30, 2021 
 Gross
Unrealized
Losses		  Fair Value  Gross
Unrealized
Losses		  Fair Value  Less Than Twelve Months  Over Twelve Months 
 (In thousands)  Number of Securities  Fair Value  Gross Unrealized Loss  Depreciation from
Amortized
Cost Basis
(%)		  Number
of
Securities		  Fair Value  Gross Unrealized
Loss		  Depreciation from
Amortized
Cost Basis
(%)		 
          (Dollars in thousands) 
Available-for-sale:                                                
Government-sponsored mortgage-backed securities $1,022  $105,596  $1,814  $61,415   40  $158,021  $2,004   1.3%  4  $2,266  $149   7.0%
U.S. government guaranteed mortgage-backed securities  160   9,874   287   7,086   2   3,115   111   3.7   5   7,181   339   5.0 
Corporate bonds  210   20,915   11   2,058 
State and municipal bonds  —   —   37   1,564 
Government-sponsored enterprise obligations  129   5,021   568   19,432   3   14,244   646   4.8   —   —   —   — 
Mutual funds  57   3,508   228   2,898 
Total available-for-sale $1,578  $144,914  $2,945  $94,453   45   175,380   2,761       9   9,447   488     
                                
Held-to-maturity:                                
Government-sponsored mortgage-backed securities  6   50,803   355   0.7%  —   —   —   —%
Total held-to-maturity  6   50,803   355       —   —   —     
                                
Total  51  $226,183  $3,116       9  $9,447  $488     

  

December 31, 2016 

 
  Less Than 12 Months  Over 12 Months 
  Gross
Unrealized
Losses		  Fair Value  Gross
Unrealized
Losses		  Fair Value 
  (In thousands) 
             
Available-for-sale:                
Government-sponsored mortgage-backed securities $3,016  $147,691  $1,008  $27,303 
U.S. government guaranteed mortgage-backed securities  192   12,536   211   4,814 
Corporate bonds  203   18,481   —   — 
State and municipal bonds  95   1,507   27   305 
Government-sponsored enterprise obligations  1,132   42,008   —   — 
Mutual funds  79   3,429   211   2,867 
Total available-for-sale $4,717  $225,652  $1,457  $35,289 
  December 31, 2020 
  Less Than Twelve Months  Over Twelve Months 
  Number of Securities  Fair Value  Gross Unrealized
Loss		  Depreciation from
Amortized
Cost Basis
(%)		  Number
of
Securities		  Fair Value  Gross Unrealized
Loss		  Depreciation from
Amortized
Cost Basis
(%)		 
  (Dollars in thousands) 
Government-sponsored mortgage-backed securities  16  $27,091  $225   0.8%  2  $1,815  $78   4.1%
U.S. government guaranteed mortgage-backed securities  3   10,458   75   0.7   2   2,393   111   4.4 
Government-sponsored enterprise obligations  2   9,868   111   1.1   —   —   —   — 
   21  $47,417  $411       4  $4,208  $189     


  September 30, 2017 
  Less Than 12 Months  Over 12 Months 
  Number of Securities  Amortized
Cost Basis		  Gross
Loss		  Depreciation from Amortized Cost Basis (%)  Number of Securities  Amortized Cost Basis  Gross Loss  Depreciation from Amortized Cost Basis (%) 
  (Dollars in thousands) 
                         
Government-sponsored mortgage-backed securities  41  $106,618  $1,022   1.0%  27  $63,229  $1,814   2.9%
U.S. government guaranteed mortgage-backed securities  3   10,034   160   1.6   4   7,373   287   3.9 
Corporate bonds  7   21,125   210   1.0   1   2,069   11   0.5 
Government-sponsored enterprise obligations  1   5,150   129   2.5   8   20,000   568   2.8 
State and municipal bonds  —   —   —   —   3   1,601   37   2.3 
Mutual funds  1   3,565   57   1.6   2   3,126   228   7.3 
      $146,492  $1,578          $97,398  $2,945     

TheseDuring the six months ended June 30, 2021 and year ended December 31, 2020, the Company did not record any other-than-temporary impairment (“OTTI”) charges on its investments. Management regularly reviews the portfolio for securities with unrealized losses. At June 30, 2021, management attributes the unrealized losses areto increases in current market yields compared to the result of changes in interest ratesyields at the time the investments were purchased by the Company and not due to credit quality. Because we do not intend to sell

The process for assessing investments for OTTI may vary depending on the type of security. In assessing the Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), or Federal Home Loan Bank (“FHLB”). Accordingly, it is expected that the securities and it is more likely than not that we willwould not be required to sellsettled at a price less than the investments before recoverypar value of their amortized cost basis, no declines are deemed to be other-than-temporary.the Company’s investments. Management’s assessment of other debt securities within the portfolio includes reviews of market pricing, ongoing credit quality evaluations, assessment of the investments’ materiality, and duration of the investments’ unrealized loss position.

5.        LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following amounts: September 30,  December 31, 
  2017  2016 
  (In thousands) 
Commercial real estate $716,890  $720,741 
Residential real estate:        
Residential  555,768   522,083 
Home equity  92,359   92,083 
Commercial and industrial  244,374   222,286 
Consumer  4,467   4,424 
 Total Loans  1,613,858   1,561,617 
Unearned premiums and deferred loan fees and costs, net  4,915   4,867 
Allowance for loan losses  (10,518)  (10,068)
  $1,608,255  $1,556,416 

DuringMajor classifications of loans at the nine months ended September 30, 2017 and 2016, we purchased residential real estate loans aggregating $48.2 million and $107.6 million, respectively.periods indicated were as follows:

  June 30,  December 31, 
  2021  2020 
  (In thousands) 
Commercial real estate $876,672  $833,949 
Residential real estate:        
Residential 1-4 family  574,207   604,719 
Home equity  100,891   103,905 
Commercial and industrial:        
Paycheck protection program (“PPP”) loans  105,513   167,258 
Commercial and industrial  215,361  ��211,823 
Consumer  4,615   5,192 
Total gross loans  1,877,259   1,926,846 
Unamortized PPP loan fees  (3,179)  (3,050)
Unearned premiums and deferred loan fees and costs, net  2,908   3,587 
Allowance for loan losses  (19,870)  (21,157)
Net loans $1,857,118  $1,906,226 

We haveLoans Serviced for Others.

The Company has transferred a portion of ourits originated commercial real estate and commercial and industrial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying unaudited consolidated balance sheets. We continue to service the loans on behalf of the participating lenders. We share ratably with our participating lenders, inon a pro-rata basis, any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. We continue to service the loans on behalf of the participating lenders and, as such, collect cash payments from the borrowers, remit payments (net of servicing fees) to participating lenders and disburse required escrow funds to relevant parties. At SeptemberJune 30, 20172021 and December 31, 2016, we serviced2020, the Company was servicing commercial loans for participants aggregating $32.4participated out to various other institutions totaling $53.6 million and $42.6$52.9 million, respectively.


Residential mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans totaled $67.8 million and $75.2 million at September 30, 2017 and December 31, 2016, respectively. Service fee income of $49,000 and $3,000 was recorded for the nine months ended September 30, 2017 and 2016, respectively, and is included in service charges and fees on the consolidated statements of net income.

Residential real estate mortgages are originated by the Bank both for its portfolio and for sale into the secondary market. The Bank may sell its loans to institutional investors such as the Federal Home Loan Mortgage Corporation.FHLMC. Under loan sale and servicing agreements with the investor, the Bank generally continues to service the residential real estate mortgages. The Bank pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Bank retains the difference as a fee for servicing the residential real estate mortgages. The Bank capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at SeptemberJune 30, 2017,2021, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model (203(224 PSA), weighted average internal rate of return (10.05%(9.03%), weighted average servicing fee (0.2501%(0.25%), and average net cost to service loans ($59.3283.86 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates. For the six months ended June 30, 2021, the Company sold $18.0 million in residential real estate mortgages with servicing retained and recorded gains on the sale of mortgages of $469,000 within non-interest income. There were no sales of mortgages during the six months ended June 30, 2020.

 12

 

At June 30, 2021 and December 31, 2020, the Company serviced residential mortgage loans owned by investors totaling $50.9 million and $38.1 million, respectively. Net service fee income of $19,000 and $12,000 was recorded for the six months ended June 30, 2021 and 2020, respectively, and is included in service charges and fees on the consolidated statements of net income.

A summary of the activity in the balances of mortgage servicing rights follows:

   

Three Months
Ended

September 30,

2017 

  

Nine Months
Ended

September 30,

2017

 
   (In thousands) 
        
 Balance at the beginning of period: $408  $465 
 Capitalized mortgage servicing rights  —   — 
 Amortization  (28)  (85)
 Balance at the end of period $380  $380 
 Fair value at the end of period $538  $538 
       
  

Three Months Ended

June 30, 2021

  

Six Months
Ended

June 30, 2021

 
  (In thousands) 
Balance at the beginning of period: $186  $153 
Capitalized mortgage servicing rights  74   122 
Amortization  (17)  (32)
Balance at the end of period $243  $243 
Fair value at the end of period $274  $274 

Prior to the acquisition of Chicopee in 2016, mortgage servicing rights were not material to the consolidated financial statements, and therefore, were not recorded.

Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if the loan is considered impaired. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.

The allowance for loan losses is established through provisions for loan losses charged to expense. Loans are charged-off against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, allocated, and unallocated components, as further described below.


General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate (includes one-to-four family and home equity), commercial real estate, commercial and industrial, and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: trends in delinquencies and nonperforming loans; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; and national and local economic trends and industry conditions. There were no changes in our policies or methodology pertaining to the general component ofCompany’s policies and procedures surrounding the allowance for loan losses during the periods presentedsix months ended June 30, 2021. Beginning in March 2020, the Bank added a new qualitative factor category to the allowance calculation – “Economic Impact of COVID-19”. The allocation of additional reserves for disclosure.the COVID-19 qualitative factor at March 31, 2020 was based upon an analysis of the loan portfolio that included identifying borrowers sensitive to the shutdown (i.e. accommodation and food service, recreation, construction, manufacturing, and wholesale & retail trade). In addition, during the year ended December 31, 2020, the Company determined that it was prudent to provide an allowance for loan losses related to the loan portfolio acquired on October 24, 2016 from Chicopee Bancorp, Inc. (“Chicopee”) due to the ongoing impacts and extended nature of the pandemic.

 13

 

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate –. We require private mortgage insurance for all loans originated with a loan-to-value ratio greater than 80%80% and we do not grant subprime loans. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. Home equity loans are secured by first or second mortgages on one-to-four family owner occupiedowner-occupied properties.

Commercial real estate – . Loans in this segment are primarily income-producing investment properties and owner-occupied commercial properties throughout New England. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. Management obtains financial information annually and continually monitors the cash flows of these loans.

Commercial and industrial loans –. Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer loans –. Loans in this segment are secured or unsecured and repayment is dependent on the credit quality of the individual borrower.

Allocated component

The allocated component relates to loans that are classified as impaired. Impaired loans are identified by analysis of loan performance, internal credit ratings and watch list loans that management believes are subject to a higher risk of loss. Impairment is measured on a loan by loan basis for commercial real estate and commercial and industrial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

A loan is considered impaired when, based on current information and events, it is probable that we will 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 include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine 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 the shortfall in relation to the principal and interest owed. The extent to which COVID-19 impacts our borrower’s ability to repay and therefore the classification of a loan as impaired is highly uncertain and cannot be predicted with confidence as it is highly dependent upon the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures.


 14

Unallocated component

An unallocated component may be maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance, if any, reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

An analysis of changes in the allowance for loan losses by segment for the periodssix months ended SeptemberJune 30, 20172021 and 20162020 is as follows:

  Commercial Real Estate  Residential Real Estate  Commercial and Industrial  Consumer  Unallocated  Total 
  (In thousands) 
Three Months Ended   
Balance at March 31, 2020 $7,780  $4,172  $3,640  $239  $6  $15,837 
Provision (credit)  2,561   (67)  (58)  6   8   2,450 
Charge-offs  (70)  (3)  (19)  (22)  —   (114)
Recoveries  —   65   1   14   —   80 
Balance at June 30, 2020 $10,271  $4,167  $3,564  $237  $14  $18,253 
                         
Balance at March 31, 2021 $13,315  $4,113  $3,562  $223  $14  $21,227 
Provision (credit)  (1,083)  29   (149)  2   1   (1,200)
Charge-offs  (103)  (41)  (25)  (22)  —   (191)
Recoveries  —   1   22   11   —   34 
Balance at June 30, 2021 $12,129  $4,102  $3,410  $214  $15  $19,870 
                         
Six Months Ended                        
Balance at December 31, 2019 $6,807  $3,920  $3,183  $203  $(11) $14,102 
Provision (credit)  3,571   290   598   66   25   4,550 
Charge-offs  (107)  (109)  (218)  (59)  —   (493)
Recoveries  —   66   1   27   —   94 
Balance at June 30, 2020 $10,271  $4,167  $3,564  $237  $14  $18,253 
                         
Balance at December 31, 2020 $13,020  $4,240  $3,630  $241  $26  $21,157 
Provision (credit)  (788)  (106)  (209)  (11)  (11)  (1,125)
Charge-offs  (103)  (41)  (34)  (46)  —   (224)
Recoveries  —   9   23   30   —   62 
Balance at June 30, 2021 $12,129  $4,102  $3,410  $214  $15  $19,870 

 15

 

  Commercial Real Estate  Residential Real Estate  Commercial and Industrial  Consumer  Unallocated  Total 
  (In thousands) 
Three Months Ended   
Balance at June 30, 2016 $3,956  $2,804  $2,797  $20  $(7) $9,570 
Provision (credit)  62   189   83   43   (2)  375 
Charge-offs  —   (40)  —   (46)  —   (86)
Recoveries  59   —   —   9   —   68 
Balance at September 30, 2016 $4,077  $2,953  $2,880  $26  $(9) $9,927 
                         
Balance at June 30, 2017 $4,472  $3,126  $2,754  $53  $13  $10,418 
Provision (credit)  (68)  146   (109)  83   148   200 
Charge-offs  —   (107)  —   (104)  —   (211)
Recoveries  —   80   3   28   —   111 
Balance at September 30, 2017 $4,404  $3,245  $2,648  $60  $161  $10,518 
                         
Nine Months Ended                        
Balance at December 31, 2015 $3,856  $2,431  $2,485  $22  $46  $8,840 
Provision (credit)  (614)  610   395   64   (55)  400 
Charge-offs  (170)  (90)  —   (87)  —   (347)
Recoveries  1,005   2   —   27   —   1,034 
Balance at September 30, 2016 $4,077  $2,953  $2,880  $26  $(9) $9,927 
                         
Balance at December 31, 2016 $4,083  $2,862  $3,085  $38  $—  $10,068 
Provision (credit)  239   427   (180)  203   161   850 
Charge-offs  (36)  (148)  (285)  (237)  —   (706)
Recoveries  118   104   28   56   —   306 
Balance at September 30, 2017 $4,404  $3,245  $2,648  $60  $161  $10,518 

Further

The following table presents information pertaining to the allowance for loan losses by segment, at September 30, 2017excluding PPP loans, for the dates indicated:

  Commercial Real Estate  Residential Real Estate  Commercial and Industrial  Consumer  Unallocated  Total 
  (In thousands) 
June 30, 2021                  
Amount of allowance for impaired loans $—  $—  $—  $—  $—  $— 
Amount of allowance for non-impaired loans  12,129   4,102   3,410   214   15   19,870 
Total allowance for loan losses $12,129  $4,102  $3,410  $214  $15  $19,870 
                         
Impaired loans $9,824  $3,699  $860  $24  $—  $14,407 
Non-impaired loans  861,562   669,224   214,122   4,591   —   1,749,499 
Impaired loans acquired with deteriorated credit quality  5,286   2,175   379   —   —   7,840 
Total loans $876,672  $675,098  $215,361  $4,615  $—  $1,771,746 
                         
December 31, 2020                        
Amount of allowance for impaired loans $—  $—  $—  $—  $—  $— 
Amount of allowance for non-impaired loans  13,020   4,240   3,630   241   26   21,157 
Total allowance for loan losses $13,020  $4,240  $3,630  $241  $26  $21,157 
                         
Impaired loans $11,803  $4,363  $4,439  $27  $—  $20,632 
Non-impaired loans  816,406   701,915   207,002   5,165   —   1,730,488 
Impaired loans acquired with deteriorated credit quality  5,740   2,346   382   —   —   8,468 
Total loans $833,949  $708,624  $211,823  $5,192  $—  $1,759,588 

Past Due and December 31, 2016 follows:Non-accrual Loans.

 

  Commercial Real Estate  Residential Real Estate  Commercial and Industrial  Consumer  Unallocated  Total 
  (In thousands) 
September 30, 2017                  
                   
Amount of allowance for impaired loans $—  $—  $—  $—  $—  $— 
Amount of allowance for non-impaired loans  4,404   3,245   2,648   60   161   10,518 
Total allowance for loan losses $4,404  $3,245  $2,648  $60  $161  $10,518 
                         
Impaired loans $3,993  $3,854  $2,869  $127  $—  $10,843 
Non-impaired loans  699,945   640,622   240,421   4,340   —   1,585,328 
Loans acquired with deteriorated credit quality  12,952   3,651   1,084   —   —   17,687 
Total loans $716,890  $648,127  $244,374  $4,467  $—  $1,613,858 
                         
December 31, 2016                        
                         
Amount of allowance for impaired loans $—  $—  $—  $—  $—  $— 
Amount of allowance for non-impaired loans  4,083   2,862   3,085   38   —   10,068 
Total allowance for loan losses  4,083   2,862   3,085   38   —   10,068 
                         
Impaired loans $3,335  $452  $3,042  $—  $—  $6,829 
Non-impaired loans  701,766   609,107   217,972   4,424   —   1,533,269 
Loans acquired with deteriorated credit quality  15,640   4,607   1,272   —   —   21,519 
Total loans $720,741  $614,166  $222,286  $4,424  $—  $1,561,617 
                         

15

The following is a summarytables present an age analysis of past due and non-accrual loans, by class at September 30, 2017 and December 31, 2016:excluding PPP loans, as of the dates indicated:

 

 30 – 59 Days
Past Due		  60 – 89 Days
Past Due		  Greater than
90 Days
Past Due		  Total Past
Due		  Past Due 90
Days or More
and Still
Accruing		  Loans on Non-
Accrual		  30 – 59 Days Past Due 60 – 89 Days Past Due 90 Days or More Past Due  

Total

Past Due Loans

 

Total

Current Loans

 

Total

Loans

  Non-Accrual Loans 
 (In thousands)  (In thousands) 
September 30, 2017             
June 30, 2021               
Commercial real estate $196  $295  $136  $627  $—  $2,181  $65  $1,274  $798  $2,137  $874,535  $876,672  $1,155 
Residential real estate:                                                    
Residential  2,308   570   572   3,450   —   1,744   614   186   911   1,711   572,496   574,207   4,104 
Home equity  218   135   72   425   —   73   99   —   38   137   100,754   100,891   113 
Commercial and industrial  472   59   108   639   —   2,700   364   4   60   428   214,933   215,361   593 
Consumer  54   18   5   77   —   17   1   —   1   2   4,613   4,615   24 
Total legacy loans  3,248   1,077   893   5,218   —   6,715 
Total loans $1,143  $1,464  $1,808  $4,415  $1,767,331  $1,771,746  $5,989 
                                                    
Loans acquired from Chicopee Savings Bank  2,957   1,610   1,279   5,846   —   6,450 
                        
Total $6,205  $2,687  $2,172  $11,064  $—  $13,165 
                        
December 31, 2016                        
December 31, 2020                            
Commercial real estate $302  $555  $137  $994  $—  $2,740  $5,844  $3,144  $1,256  $10,244  $823,705  $833,949  $1,632 
Residential real estate:                                                    
Residential  791   262   689   1,742   —   1,658   1,684   360   707   2,751   601,968   604,719   5,353 
Home equity  208   36   —   244   —   37   25   —   —   25   103,880   103,905   124 
Commercial and industrial  326   32   —   358   —   3,214   166   158   156   480   211,343   211,823   705 
Consumer  27   9   7   43   —   14   22   —   —   22   5,170   5,192   27 
Total legacy loans  1,654   894   833   3,381   —   7,663 
                        
Loans acquired from Chicopee Savings Bank  3,854   1,907   551   6,312   —   6,394 
                        
Total past due loans $5,508  $2,801  $1,384  $9,693  $—  $14,057 
Total loans $7,741  $3,662  $2,119  $13,522  $1,746,066  $1,759,588  $7,841 

 

Impaired Loans.

The following is a summary of impaired loans by class at and for the periods ended September 30, 2017 and December 31, 2016:class:

 

 Impaired Loans(1)(2)    Three Months Ended Six Months Ended 
      Three Months Ended Nine Months Ended  At June 30, 2021 June 30, 2021 June 30, 2021 
 At September 30, 2017(1)  September 30, 2017  September 30, 2017  Recorded Investment Unpaid Principal Balance Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized 
 Recorded
Investment		  Unpaid
Principal
Balance		  Average
Recorded
Investment		  Interest
Income
Recognized		  Average
Recorded
Investment		  Interest
Income
Recognized		  (In thousands) 
 (In thousands) 
Impaired loans without a valuation allowance(2):                        
Impaired Loans(1):                        
Commercial real estate $16,945  $19,380  $17,731  $199  $18,788  $650  $15,110  $15,618  $16,186  $197  $16,795  $305 
Residential real estate:                        
Residential real estate  6,939   7,410   7,016   11   6,548   34   5,723   5,772   5,947   63   6,152   167 
Home equity  566   590   407   1   260   3   151   154   136   —   139   4 
Commercial and industrial  3,953   10,242   4,442   54   4,538   183   1,239   3,230   3,036   28   3,932   90 
Consumer  127   131   122   —   83   —   24   24   24   —   25   — 
                        
Total impaired loans $28,530  $37,753  $29,718  $265  $30,217  $870  $22,247  $24,798  $25,329  $288  $27,043  $566 

     Three Months Ended  Six Months Ended 
  At December 31, 2020  June 30, 2020  June 30, 2020 
  Recorded Investment  Unpaid Principal Balance  Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized 
  (In thousands) 
Impaired Loans(1):   
Commercial real estate $17,543  $18,590  $19,932  $90  $17,688  $200 
Residential real estate  6,544   7,647   5,545   25   5,618   39 
Home equity  165   207   421   —   428   3 
Commercial and industrial  4,821   7,038   3,645   19   2,544   76 
Consumer  27   39   37   —   39   — 
Total impaired loans $29,100  $33,521  $29,580  $134  $26,317  $318 

 

 

(1)Includes loans acquired with deteriorated credit quality and performing troubled debt restructurings.

(1)   IncludesWith the exception of loans acquired with deteriorated credit quality, and performing troubled debt restructurings.

(2)   Includes loans acquired with deteriorated credit quality from the Chicopee Bancorp merger.


  Impaired Loans(1)(2) 
        Three Months Ended  Nine Months Ended 
  At December 31, 2016(1)  September 30, 2016  September 30, 2016 
  Recorded
Investment		  Unpaid
Principal
Balance		  Average
Recorded
Investment		  Interest
Income
Recognized		  Average
Recorded
Investment		  Interest
Income
Recognized		 
  (In thousands) 
Impaired loans without a valuation allowance(2):                        
Commercial real estate $18,975  $21,330  $3,487  $17  $3,551  $49 
Residential real estate  5,059   5,676   515   —   482   — 
Commercial and industrial  4,314   11,049   3,356   —   3,434   — 
                         
Total impaired loans $28,348  $38,055  $7,358  $17  $7,467  $49 

(1)Includes loans acquired with deteriorated credit quality from the Chicopee Bancorp, Inc. merger.

(2)Includes loans acquired with deteriorated credit quality from the Chicopee Bancorp merger.

No interest income was recognized formajority of impaired loans are included within the non-accrual balances; however, not every loan on a cash-basis method during the three and nine months ended September 30, 2017 or 2016. Interest income recognized on an accrual basis during the three and nine months ended September 30, 2017 related to performing purchase impairednon-accrual status has been designated as impaired. Impaired loans while activityinclude loans that have been modified in the comparable 2016 periods related to performing TDR loans.

We may periodically agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). TheseImpaired loans are individually evaluated and exclude large groups of smaller-balance homogeneous loans, such as residential mortgage loans and consumer loans, which are collectively evaluated for impairment, and loans that are measured at fair value, unless the loan is amended in a TDR.

All payments received on impaired loans in non-accrual status are applied to principal. There was no interest income recognized on non-accrual impaired loans during the three and six months ended June 30, 2021 and 2020. The Company’s obligation to fulfill the additional funding commitments on impaired loans is generally contingent on the borrower’s compliance with the terms of the credit agreement. If the borrower is not in compliance, additional funding commitments may or may not be made at the Company’s discretion. At June 30, 2021, we had not committed to lend any additional funds for loans that are classified as impaired. At June 30, 2020, we loaned an additional $580,000 for one commercial and industrial loan classified as impaired. The loan proceeds were issued to fund ongoing operations in order to facilitate the sale of the real estate to a third party. In addition, as of June 30, 2020, we had $530,000 in unadvanced funds remaining for the one commercial and industrial loan classified as impaired mentioned above. Payments received on impaired loans in accrual status are recorded in accordance with the contractual terms of the loan. Interest income recognized on impaired loans during the three and six months ended June 30, 2021 and 2020 pertained to performing TDRs and purchased impaired loans.

Troubled Debt Restructurings.

Loans are designated as a TDR when, as part of an agreement to modify the original contractual terms of the loan as a result of financial difficulties of the borrower, the Bank grants the borrower a concession on the terms that would not otherwise be considered. Typically, such concessions could includemay consist of a reduction in the interest rate to a below market rate, taking into account the credit quality of the note, extension of additional credit based on receipt of adequate collateral, or a deferment or reduction of payments (principal or interest) which materially alters the loan, payment extensions, postponementBank’s position or forgivenesssignificantly extends the note’s maturity date, such that the present value of principal, forbearance or other actions intendedcash flows to maximize collection.be received is materially less than those contractually established at the loan’s origination. All TDRsloans that are modified are reviewed by the Company to identify if a TDR has occurred. All TDR loans are classified as impaired.

 

When we modify loans in a TDR, we measure impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determine that the value of the modified 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 ana specific allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate allNon-performing TDRs including those that have payment defaults, for possible impairment and recognize impairment through the allowance.are included in non-performing loans.

 

Nonperforming TDRs are shown as nonperforming assets. There were no loans modified inloan modifications classified as TDRs during the three and ninesix months ended SeptemberJune 30, 2017. A substandard impaired loan relationship in2021. During the amount of $4.6 million was designated a TDR during the ninethree and six months ended SeptemberJune 30, 2016. The bank entered into a forbearance agreement which offered an interest only period. Due to the borrower continuing to experience declining sales, the interest only period was extended during the second quarter of 2016, resulting in the TDR classification. The loans are on non-accrual2021 and are current. The loans are measured for impairment quarterly and appropriate reserves/charge offs have been taken.

  Nine Months Ended 
  September 30, 2016 
  Number of
Contracts		  Pre-Modification
Outstanding
Recorded
Investment		  Post-Modification Outstanding
Recorded
Investment		 
  (Dollars in thousands) 
Troubled Debt Restructurings            
Commercial Real Estate  1  $1,940  $1,940 
Commercial and Industrial  3   2,681   2,681 
Residential  2   161   161 
Total  6  $4,782  $4,782 


A default occurs when a loan is2020, no TDRs defaulted (defined as 30 days or more past due. No TDRs defaulteddue) within twelve12 months of restructuring during the three and nine months ended September 30, 2017 or 2016.

restructuring. There were no charge-offs on TDRs during the three and ninesix months ended SeptemberJune 30, 20172021 and 2016.2020.

 


Loans modifications classified as TDRs during the three and six months ended June 30, 2020 are included in the table below.

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2020

 

 

June 30, 2020

 

 

 

Number of Contracts

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

 

Number of Contracts

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Troubled Debt Restructurings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate

 

 

5

 

 

$

4,884

 

 

$

4,884

 

 

 

5

 

 

$

4,884

 

 

$

4,884

 

Commercial and Industrial

 

 

9

 

 

 

4,354

 

 

 

4,354

 

 

 

9

 

 

 

4,523

 

 

 

4,523

 

Total

 

 

14

 

 

$

9,238

 

 

$

9,238

 

 

 

14

 

 

$

9,407

 

 

$

9,407

 

Loans Acquired with Deteriorated Credit QualityQuality.

The following is a summary of loans acquired fromin the Chicopee Bancorp, Inc. (“Chicopee”) acquisition with evidence of credit deterioration as of SeptemberJune 30, 2017.2021.

  Contractual Required Payments Receivable  Cash Expected To Be Collected  Non-
Accretable Discount		  Accretable
Yield		  Loans
Receivable		   Contractual Required Payments Receivable Cash Expected To Be Collected Non- Accretable Discount Accretable Yield Loans Receivable 
 (In thousands)   (In thousands) 
           
Balance at December 31, 2016  $37,437  $29,040  $8,397  $7,521  $21,519 

Balance at December 31, 2020

  $14,297  $11,485  $2,812  $3,017  $8,468 
Collections   (3,860)  (3,326)  (534)  (1,003)  (2,323)   (863)  (803)  (60)  (175)  (628)
Dispositions   (1,833)  (1,503)  (330)  6   (1,509)   (12)  (12)  —   (12)  — 
Balance at September 30, 2017  $31,744  $24,211  $7,533  $6,524  $17,687 

Balance at June 30, 2021

  $13,422  $10,670  $2,752  $2,830  $7,840 

Credit Quality InformationInformation.

We utilizeThe Company utilizes an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. NonperformingNon-performing residential real estate, home equity and consumer loans are monitored individually for impairment and risk rated as “Substandard.“substandard.”

Loans rated 1 – 3 are considered “Pass” rated loans with low to average risk.

4: Loans rated 41-4 represent groups of loans that are considered “Pass Watch,” with an acceptable level of risk.not subject to adverse criticism as defined in regulatory guidance. Loans in this category remain “pass”these groups exhibit characteristics that represent acceptable risk.

Loans rated and are not a criticized or classified loan, however, represent borrowers which may exhibit tight cash flows and/or leveraged balance sheets.

5: Loans rated 5 are considered “Special Mention.” These loansMention” and may exhibit potential credit weaknesses or downward trends and are being closely monitored by us.management. Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may result in deterioration of the repayment process at some future date. This classification is used if a negative trend is evident in the obligor’s financial situation. Special mention loans do not sufficiently expose the Company to warrant adverse classification.

Loans rated 6: Loans rated 6 are considered “Substandard.” Generally, aA loan is consideredclassified as substandard if the borrower exhibits a well-defined weakness thatand may be inadequately protected by the current net worth and cash flow capacity to pay the current debt.

 19

 

Loans rated 7:Loans rated 7 are considered “Doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, onof the basis of currently existing facts,loan highly questionable and improbableimprobable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and that a partialstrengthening of the asset, its classification as an estimated loss of principal is likely.deferred until its more exact status may be determined.

 

Loans rated 8:Loans rated 8 are considered uncollectible and of such littleuncollectible. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that their continuance as loansit is not warranted.practical or desirable to defer writing off the asset because recovery and collection time may be affected in the future.

 

On an annual basis, or more often if needed, we formally review the ratings on all commercial real estate and commercial and industrial loans. Construction loans are reported within commercial real estate loans and total $67.6 million and $88.9 million at September 30, 2017 and December 31, 2016, respectively. We engage an independent third party to review a significant portion of loans within these segments on a semi-annual basis. We use the results of these reviews as part of our annual review process. In addition, management utilizes delinquency reports, the watch listcriticized report and other loan reports to monitor credit qualityquality. In addition, at least on an annual basis, the Company contracts with an external loan review company to review the internal credit ratings assigned to loans in other segments.
the commercial loan portfolio on a pre-determined schedule, based on the type, size, rating, and overall risk of the loan. During the course of its review, the third party examines a sample of loans, including new loans, existing relationships over certain dollar amounts and classified assets.

 


The following table presents our loans by risk rating at Septemberfor the periods indicated:

  Commercial Real Estate  Residential 1-4 Family  Home
Equity		  Commercial and Industrial  Consumer  Total 
  (In thousands) 
June 30, 2021                  
Pass (Rated 1 – 4) $803,855  $568,602  $100,616  $295,204  $4,591  $1,772,868 
Special Mention (Rated 5)  52,921   —   —   13,944   —   66,865 
Substandard (Rated 6)  19,896   5,605   275   11,726   24   37,526 
Total $876,672  $574,207  $100,891  $320,874  $4,615  $1,877,259 
                         
December 31, 2020                        
Pass (Rated 1 – 4) $726,751  $598,250  $103,619  $345,967  $5,165  $1,779,752 
Special Mention (Rated 5)  78,207   —   —   13,871   —   92,078 
Substandard (Rated 6)  28,991   6,469   286   19,243   27   55,016 
Total $833,949  $604,719  $103,905  $379,081  $5,192  $1,926,846 

6.            GOODWILL AND OTHER INTANGIBLES

Goodwill.

At June 30, 20172021 and December 31, 2016:

  Commercial
Real Estate		  Residential
1-4 Family		  Home
Equity		  Commercial
and Industrial		  Consumer  Total 
  (In thousands) 
September 30, 2017                  
Loans rated 1 – 3 $647,599  $549,936  $91,854  $192,968  $4,340  $1,486,697 
Loans rated 4  45,339   95   —   35,585   —   81,019 
Loans rated 5  14,724   —   —   7,521   —   22,245 
Loans rated 6  9,228   5,737   505   8,300   127   23,897 
  $716,890  $555,768  $92,359  $244,374  $4,467  $1,613,858 
                         
December 31, 2016                        
Loans rated 1 – 3 $673,957  $516,339  $91,964  $180,675  $4,391  $1,467,326 
Loans rated 4  24,207   —   —   16,621   6   40,834 
Loans rated 5  14,068   —   —   6,727   —   20,795 
Loans rated 6  6,604   5,744   119   15,379   27   27,873 
Loans rated 7  1,905   —   —   2,884   —   4,789 
  $720,741  $522,083  $92,083  $222,286  $4,424  $1,561,617 

6.       GOODWILL AND OTHER INTANGIBLES

Goodwill

Goodwill for the nine months ended September 30, 2017 is summarized as follows:

   

Nine Months
Ended
September 30,

2017

 
     (In thousands) 
 Balance at December 31, 2016  $13,747 
 Current period adjustments   (1,260)
 Balance at September 30, 2017  $12,487 

At September 30, 2017 and December 31, 2016,2020, the Company’s goodwill was related to the acquisition of Chicopee in October 2016. There was no goodwill impairment recorded during the three and six months ended June 30, 2021 or the year ended December 31, 2020. Annually, or more frequently if events or changes in circumstances warrant such evaluation, the Company evaluates its goodwill for impairment. No goodwill impairment was recorded for the nine months ended September 30, 2017.

 

During the three months ended March 31, 2017, management completed their evaluation of premises and equipment acquired from Chicopee, which resulted in a $2.4 million adjustment to the provisional fair values of bank premises acquired and a $1.4 million reduction in goodwill. The remaining adjustments to goodwill of $140,000 during the three months ended March 31, 2017 resulted from information obtain during the quarter about events and circumstances that existed as of the acquisition date.

Core Deposit IntangiblesIntangibles.

In connection with the assumptionacquisition of $545.7 million of deposit liabilities from the Chicopee, acquisition in October 2016, of which $345.2 million were core deposits, the Bank recorded a core deposit intangible of $4.5 million. The resulting core deposit intangible$4.5 million which is amortized over twelve years using the straight-line method. Core deposit intangibles are summarized as follows:

   

Nine Months
Ended
September 30,

2017

 
     (In thousands) 
 Balance at December 31, 2016  $4,438 
 Amortization   (282)
 Balance at September 30, 2017  $4,156 

Amortization expense was $282,000$94,000 and $187,000 for the ninethree and six months ended SeptemberJune 30, 2017.2021 and 2020, respectively. At SeptemberJune 30, 2017,2021, future amortization of the core deposit intangible totals $375,000totaled $375,000 for each of the next five years and $2.3 million$875,000 thereafter.


7.            SHARE-BASED COMPENSATION

 

7. SHARE-BASED COMPENSATIONStock Options.

 

Stock Options –Under the terms of the Chicopee merger agreement dated April 4, 2016, each option to purchase shares of Chicopee common stock issued by Chicopee and outstanding at the effective time of the merger, October 21, 2016, pursuant to the Chicopee 2007 Equity Incentive Plan fully vested and converted into an option to purchase shares of WNEB common stock on the same terms and conditions as were applicable before the merger, except (1) the number of shares of WNEB common stock subject to the new option was adjusted to be equal to the product of the number of shares of Chicopee common stock subject to the existing option and the exchange ratio (rounding fractional shares to the nearest whole share) and (2) the exercise price per share of WNEB common stock under the new option was adjusted to be equal to the exercise price per share of Chicopee common stock of the existing option divided by the exchange ratio (rounded to the nearest whole cent).


A summary of stock option activity for the ninesix months ended SeptemberJune 30, 20172021 is presented below. No options were outstanding during the nine months ended September 30, 2016.below:

 

   Shares  Weighted
Average
Exercise
Price		  

Weighted
Average
Remaining Contractual
Term

(in years)

  

Aggregate
Intrinsic
Value 

(in thousands)

 
              
Outstanding at December 31, 2016   1,178,899  $6.01   1.98  $3,930 
Exercised   (921,849)  5.93   0.91   3,675 
Outstanding at September 30, 2017   257,050  $6.31   4.66  $1,175 
                  
Exercisable at September 30, 2017   257,050  $6.31   4.66  $1,175 

 

 

Shares

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding at December 31, 2020

 

 

210,975

 

 

$

6.46

 

 

 

1.67

 

 

$

90

 

Exercised

 

 

(19,400

)

 

 

5.85

 

 

 

0.67

 

 

 

43

 

Outstanding at June 30, 2021

 

 

191,575

 

 

$

6.52

 

 

 

1.26

 

 

$

311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at June 30, 2021

 

 

191,575

 

 

$

6.52

 

 

 

1.26

 

 

$

311

 

 

Cash received for options exercised during the ninesix months ended SeptemberJune 30, 20172021 was $5.5 million.$113,000. There were no options exercised during the six months ended June 30, 2020.

 

Restricted Stock AwardsAwards.–

In May 2014, ourthe Company’s shareholders approved the 2014 Omnibus Incentive Plan, a stock-based compensation plan under which(the “2014 RSA Plan”). Under the 2014 RSA Plan, up to 516,000 shares of ourthe Company’s common stock were reserved for grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of WNEB. Authorized but unissuedAny shares that are issued to awardees upon vesting of such awards. Any shares not issued because vesting requirements are not met will again be available for future issuance under the plans.2014 RSA Plan.

 

In January 2015, 48,560 shares were granted under this plan and vest ratably over five years. The fair market value of shares awarded, based on the market price at the date of grant, was recorded as unearned compensation and is being amortized over the applicable vesting period.

In 2016,On an annual basis, the Compensation Committee (the “Committee”) approved theapproves long-term incentive program (the “LTI Plan”). The LTIawards out of the 2014 RSA Plan, provideswhereby shares will be granted to eligible participants of the Company that are nominated by the Chief Executive Officer and approved by the Committee, with vesting over a three-year term for employees and a one-year term for directors. Annual employee grants provide for a periodic award that is both performance and retention based in that ittime-based and is designed to recognize the executive’s responsibilities, reward demonstrated performance and leadership and to retain such executives.as a retention tool. The objective of the LTI Planaward is to align compensation for the named executive officers and directors over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return.

 

The LTI Plan includes eligible officers ofIn February 2019, there were 108,718 shares granted. Of the Company who are nominated by the Company’s Chief Executive Officer and approved by the Committee. The LTI Plan is triggered by the Company’s achievement of satisfactory safety and soundness results from its most recent regulatory examination. Employee stock grants made through the 2016 LTI plan will be a combination of 50% time-vested restricted stock and 50% performance-based restricted stock.

In May 2016, 62,740108,718 shares, 64,496 shares were granted under the LTI Plan. Of this total, 36,543 shares are retention-based,time-based, with 10,35220,262 vesting in one year and 26,19144,234 vesting ratably over a three yearthree-year period. The remaining 26,19744,222 shares granted are performance basedperformance-based and are subject to the achievement of the 2016 LTI2019 long-term incentive performance metric before vesting is realized after a three year period. For the performance shares, themetric. The primary performance metric for 2016 awards is return on equity. Performance shares will be earned based upon how the Company performs relative to threshold and target absolute goals (i.e. Company-specific, not relative to a peer index) over the three-year performance period. The threshold amount for the performance period will be a return on equity of 5.85% and a target amount of 6.32%. Participants will be able to earn between 50% (for threshold performance) and 100% of the target amount for the performance shares but will not earn additional shares if performance exceeds target performance.

In May 2017, 89,042 shares were granted under the LTI Plan. Of this total, 55,159 shares are retention-based, with 21,276 vesting in one year and 33,883 vesting ratably over a three year period. The remaining 33,883 shares granted are performance based and are subject to the achievement of the 2017 LTI performance metric before vesting is realized after a three year period. For the performance shares, the primary performance metric for 2017 awards is2019 grants was return on equity. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period, but will be distributed at the end of the three yearthree-year period.

 


The threshold, target and maximum for the three year periodstretch metrics under the 2017 Plan is2019 grants are as follows:

 

  Return on Equity Targets         
    

 

Return on Equity Metrics

 

Performance Period Ending Threshold Target Maximum 

 

Threshold

 

 

Target

 

 

Stretch

 

           
December 31, 2017 6.00%  6.60%  7.30%
December 31, 2018 6.30%  7.00%  7.60%
December 31, 2019 6.50%  7.20%  7.90%

 

 

5.75

%

 

 

6.13

%

 

 

7.00

%

           

December 31, 2020

 

 

6.00

%

 

 

6.75

%

 

 

7.75

%

December 31, 2021

 

 

6.25

%

 

 

7.00

%

 

 

8.00

%

ParticipantsEligible participants will be able to earn between 50% (for threshold50% (“threshold” performance), 100% (for target100% (“target” performance) and 150% (for150% (“maximum” performance).


In February 2020, there were 120,053 shares granted. Of the 120,053 shares, 69,898 shares were time-based, with 19,760 vesting in one year and 50,138 vesting ratably over a three-year period. The remaining 50,155 shares granted are performance-based and are subject to the achievement of the 2020 long-term incentive performance metrics, with 50% of the performance-shares vesting for each performance metric. The primary performance metrics for the 2020 grants were return on equity and earnings per share. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period for return on equity metrics and for a three-year cumulative performance period for earnings per share, but will be distributed at the end of the three-year period as earned. The threshold, target and stretch metrics under the 2020 grants are as follows: 

            

 

Return on Equity Metrics

 

Performance Period Ending

 

Threshold

 

 

Target

 

 

Stretch

 

December 31, 2020

 

 

5.00

%

 

 

5.48

%

 

 

6.00

%

December 31, 2021

 

 

5.62

%

 

 

6.24

%

 

 

6.86

%

December 31, 2022

 

 

6.29

%

 

 

6.99

%

 

 

7.69

%

             

 

Earnings Per Share Metrics

 

Performance Period Ending

 

Threshold

 

 

Target

 

 

Stretch

 

Three-year Cumulative Diluted Earnings Per Share

 

$

1.50

 

 

$

1.65

 

 

$

1.80

 

Eligible participants will be able to earn between 50% (“threshold” performance), 100% (“target” performance) and 150% (“maximum” performance).

 

The fair market value of shares awarded is based on the market price at the date of grant isdate, recorded as unearned compensation and amortized over the applicable vesting period. Shares granted under performance-based conditionsPerformance-based metrics are monitored on a quarterly basis in order to compare actual results to the performance metric, established, with any necessary adjustments being recognized through share-based compensation expense and unearned compensation.

In February 2021, there were 19,827 shares granted to our directors, with a one-year vesting period. At SeptemberJune 30, 2017, an additional 315,6582021, there were no remaining shares available to grant under the 2014 RSA Plan.

In May 2021, the Company’s shareholders approved the 2021 Omnibus Incentive Plan, a stock-based compensation plan (the “2021 RSA Plan”). Under the 2021 RSA Plan, up to 700,000 shares of the Company’s common stock were reserved for grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of WNEB. Any shares that are not issued because vesting requirements are not met will be available for future grantsissuance under this plan.the 2021 RSA Plan.

 

Our stock award plan activityIn May 2021, there were 122,362 shares granted. Of the 122,362 shares, 61,181 shares were time-based, vesting ratably over a three-year period. The remaining 61,181 shares granted are performance-based and are subject to the achievement of the 2021 long-term incentive performance metrics, with 50% of the performance-shares vesting for each performance metric. The primary performance metrics for the nine months ended September2021 grants were return on equity and earnings per share. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period for return on equity metrics and for a three-year cumulative performance period for earnings per share, but will be distributed at the end of the three-year period as earned. The threshold, target and stretch metrics under the 2021 grants are as follows:

             

 

Return on Equity Metrics

 

Performance Period Ending

 

Threshold

 

 

Target

 

 

Stretch

 

December 31, 2021

 

 

5.63

%

 

 

6.25

%

 

 

7.50

%

December 31, 2022

 

 

5.85

%

 

 

6.50

%

 

 

7.80

%

December 31, 2023

 

 

6.08

%

 

 

6.75

%

 

 

8.10

%


             

 

Earnings Per Share Metrics

 

Performance Period Ending

 

Threshold

 

 

Target

 

 

Stretch

 

Three-year Cumulative Diluted Earnings Per Share

 

$

1.58

 

 

$

1.97

 

 

$

2.36

 

At June 30, 20172021, there were 577,638 remaining shares available to grant under the 2021 RSA Plan.

A summary of the status of restricted stock awards at June 30, 2021 and 20162020 is summarizedpresented below:

 

  Unvested Stock Awards
Outstanding		 

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

  Shares   Weighted
Average
Grant Date
Fair Value		 
       
Outstanding at December 31, 2016 91,371  $7.51 

Balance at December 31, 2020

 

 

178,698

 

 

$

9.63

 

Shares granted 89,042   10.15 

 

 

142,189

 

 

 

8.32

 

Shares forfeited

 

 

(19,086

)

 

 

11.05

 

Shares vested  (21,552)  7.44 

 

 

(27,727

)

 

 

9.81

 

Outstanding at September 30, 2017  158,861  $9.00 
       
Outstanding at December 31, 2015 54,160  $7.28 
Shares granted 62,740   7.73 
Shares vested  (11,200)  7.18 
Outstanding at September 30, 2016  105,700  $7.56 

Balance at June 30, 2021

 

 

274,074

 

 

$

8.83

 

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Balance at December 31, 2019

 

 

172,866

 

 

$

10.07

 

Shares granted

 

 

101,408

 

 

 

9.11

 

Shares forfeited

 

 

(16,803

)

 

 

10.15

 

Shares vested

 

 

(41,894

)

 

 

9.54

 

Shares reissued

 

 

18,645

 

 

 

9.11

 

Balance at June 30, 2020

 

 

234,222

 

 

$

9.67

 

 

We recorded compensation cost related to thetotal expense for restricted stock awards of $490,000$380,000 and $186,000$377,000 for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.

 

8.   SHORT-TERM BORROWINGS AND LONG-TERM DEBT

 

We utilize short-termTotal borrowing capacity includes borrowing arrangements at the FHLB, the Federal Reserve Bank (“FRB”), and borrowing arrangements with correspondent banks.

The Company is a member of the FHLB and uses borrowings and long-term debt as an additional source of fundsfunding to finance ourthe Company’s lending and investing activities and to provide liquidity for daily operations. FHLB advances also provide more pricing and option alternatives for particular asset/liability needs. The FHLB provides a central credit facility primarily for member institutions. As an FHLB member, the Company is required to own capital stock of the FHLB, calculated periodically based primarily on its level of borrowings from the FHLB. FHLB borrowings are secured by certain securities from the Company’s investment portfolio not otherwise pledged as well as certain residential real estate and commercial real estate loans. Advances are made under several different credit programs with different lending standards, interest rates and range of maturities. This relationship is an integral component of the Company’s asset-liability management program. At June 30, 2021, the Bank had $511.7 million in additional borrowing capacity from the FHLB.

 

Short-term borrowings are made up of FHLBB advances withThe Company also has an original maturity of less than one year, aovernight Ideal Way line of credit with the FHLBB and customer repurchase agreements, which mature daily. Short-term borrowings issued by the FHLBB were $174.0FHLB for $9.5 million at September 30, 2017 and $155.0 million at December 31, 2016. We have an “Ideal Way” line of credit with the FHLBB for $9.5 million at September 30, 2017 and December 31, 2016.. Interest on this line of credit is payable at a rate determined and reset by the FHLBBFHLB on a daily basis. The outstanding principal is due daily but the portion not repaid will be automatically renewed. There were no advances outstanding on theunder this line at June 30, 2021 and December 31, 2020, respectively.

The Company has an available line of credit as of September 30, 2017 or December 31, 2016. Customer repurchase agreements were $18.5$10.8 million with the FRB Discount Window at September 30, 2017 and $17.4 million at December 31, 2016. A customer repurchase agreement is an agreement by us to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the U.S. government. This transaction settles immediately on a same day basis in immediately available funds. Interest paid is commensurate with other products of equal interest and credit risk. In addition, we have lines of credit of $4.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interest rates on these lines arerate determined and reset on a daily basisbasis. Borrowings from the FRB Discount Window are secured by each respective bank. Therecertain securities from the Company’s investment portfolio not otherwise pledged. At June 30, 2021 and December 31, 2020, there were no advances outstanding under these linesthis line.

The Company also has pre-established, non-collateralized overnight borrowing arrangements with large national and regional correspondent banks to provide additional overnight and short-term borrowing capacity for the Company. The Company has a $15.0 million line of credit with a correspondent bank and a $50.0 million line of credit with another correspondent bank, both at Septemberan interest rate determined and reset on a daily basis. At June 30, 2017 or2021 and December 31, 2016. As part of our contract with BBN,2020, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line of credit.

had no advances outstanding under these lines.


Long-term debt consists of FHLBBFHLB advances with an original maturity of one year or more. At SeptemberJune 30, 2017,2021, we had $106.3$5.0 million in long-term debt with the FHLBB. This comparesFHLB, compared to $124.8$57.9 million in long-term debt with FHLBB advancesthe FHLB at December 31, 2016.2020.

 

Customer repurchase agreements are collateralized by government-sponsored enterprise obligations with fair value9.   SUBORDINATED DEBT

On April 20, 2021, the Company completed an offering of $6.8$20 million and $24.6 million, and mortgage backed securities with in aggregate principal amount of its 4.875% fixed-to-floating rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a fair value of $61.1 million and $57.6 million, at September 30, 2017 and December 31, 2016, respectively.private placement transaction. The securities collateralizing repurchase agreements are subjectCompany intends to fluctuations in fair value. We monitoruse the fair valuenet proceeds of the collateraloffering for general corporate purposes, including organic growth and repurchase of the Company’s common shares.

Unless earlier redeemed, the Notes mature on a periodic basis, and would pledge additional collateral if necessary based on changes in fair value of collateralMay 1, 2031. The Notes will bear interest from the initial issue date to, but excluding, May 1, 2026, or the balancesearlier redemption date, at a fixed rate of 4.875% per annum, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and (ii) from and including May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate, plus 412 basis points, determined on the determination date of the repurchase agreements.applicable interest period, payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May 1, 2026, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital adequacy regulations.

 

All FHLBB advancesThe Notes are collateralized by a blanket lien on our owner occupied residential real estate loans and certain eligible commercial real estate loans.presented net of issuance costs of $394,000 as of June 30, 2021, which is being amortized into interest expense over the life of the Notes. Amortization of issuance costs into interest expense was $8,000 for the six months ended June 30, 2021.

 

9.   10. PENSION BENEFITS

 

We maintainprovide a defined benefit pension plan for our eligible employees. On September 30, 2016, we effectedemployees (the “Plan”). Employees must work a soft freeze onminimum of 1,000 hours per year to be eligible for the Plan and therefore no new participants will be includedPlan. Eligible employees become vested in the Plan after such effective date.five years of service. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code of 1986, as amended. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2017.2021. No contributions have been made to the plan for the ninesix months ended SeptemberJune 30, 2017.2021. The pension plan assets are invested in group annuity contracts with thevarious pooled separate investment accounts offered by Principal Life Insurance Company, a division of Principal Financial Group, who also acts as third-party administrator for our 401(k)is the Custodian of the Plan (the “Custodian”). The Plan is administered by an officer of Westfield Bank. On September 30, 2016, we effected a soft freeze on the Plan and ESOP plans.therefore no new participants will be included in the Plan after such effective date.

 

The following table provides information regarding net pension benefit costs for the periods shown:

  

            
 Three Months Ended
September 30,		 Nine Months Ended,
September 30,		 

 

Three Months Ended
June 30,

 

 

Six Months Ended,
June 30,

 

 2017 2016 2017 2016 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 (In thousands) 

 

(In thousands)

 

Service cost $245  $283  $778  $854 

 

$

454

 

 

$

356

 

 

$

908

 

 

$

712

 

Interest cost  254   240   761   719 

 

 

294

 

 

 

293

 

 

 

587

 

 

 

586

 

Expected return on assets  (298)  (275)  (895)  (823)

 

 

(439

)

 

 

(382

)

 

 

(878

)

 

 

(764

)

Amortization of actuarial losses  51   24   153   71 

Amortization of actuarial loss

 

 

233

 

 

 

98

 

 

 

467

 

 

 

197

 

Net periodic pension cost $252  $272  $797  $821 

 

$

542

 

 

$

365

 

 

$

1,084

 

 

$

731

 

 


10. 11.   DERIVATIVES AND HEDGING ACTIVITIES

 

Risk Management Objective of Using DerivativesDerivatives.

 

We areThe Company is exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to certain variable rate loan assets and variable rate borrowings.

 

23

Fair Values of Derivative Instruments on the Balance Sheet

The following table below presents the fair value of our derivative financial instruments designated as hedging instruments as well as our classification on the balance sheet as of Septemberinformation about interest rate swaps at June 30, 20172021 and December 31, 2016.2020:

 

September 30, 2017 Asset Derivatives  Liability Derivatives
  Balance Sheet Location  Fair Value  Balance Sheet Location  Fair Value 
  (In thousands) 
             
Interest rate swaps Other Assets $1  Other Liabilities $2,710 

June 30, 2021

 

Notional

 

Weighted Average

 

Weighted Average Rate

 

Estimated Fair

 

 

 

Amount

 

Maturity

 

Receive

 

Pay

 

Value

 

 

 

(In thousands)

 

(In years)

 

 

 

 

 

(In thousands)

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan-level swaps – dealer

 

$

16,163

 

 

11.6

 

 

1.99

%

 

3.76

%

$

(883

)

Loan-level swaps – borrower

 

 

16,163

 

 

11.6

 

 

3.76

%

 

1.99

%

 

883

 

Forward starting loan-level swaps - dealer

 

 

22,390

 

 

11.0

 

 

 

 

 

 

 

 

935

 

Forward starting loan-level swaps - borrower

 

 

22,390

 

 

11.0

 

 

 

 

 

 

 

 

(935

)

Total

 

$

77,106

 

 

 

 

 

 

 

 

 

 

$

0

 

 

December 31, 2016 Asset Derivatives  Liability Derivatives
  Balance Sheet Location  Fair Value  Balance Sheet Location  Fair Value 
  (In thousands) 
             
Interest rate swaps Other Assets $—  Other Liabilities $3,152 

December 31, 2020

 

Notional

 

Weighted Average

 

Weighted Average Rate

 

Estimated Fair

 

 

 

Amount

 

Maturity

 

Receive

 

Pay

 

Value

 

 

 

(In thousands)

 

(In years)

 

 

 

 

 

(In thousands)

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan-level swaps – dealer

 

$

13,554

 

 

12.5

 

 

1.97

%

 

3.74

%

$

(1,440

)

Loan-level swaps – borrower

 

 

13,554

 

 

12.5

 

 

3.74

%

 

1.97

%

 

1,440

 

Forward starting loan-level swaps - dealer

 

 

22,390

 

 

11.5

 

 

 

 

 

 

 

 

114

 

Forward starting loan-level swaps - borrower

 

 

22,390

 

 

11.5

 

 

 

 

 

 

 

 

(114

)

Total

 

$

71,888

 

 

 

 

 

 

 

 

 

 

$

0

 

 

Cash Flow Hedges of Interest Rate RiskRisk.

 

OurThe Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage ourits exposure to interest rate movements. To accomplish this objective,these objectives, we entered into interest rate swaps as part of our interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for our making fixed payments.

 

The following table presents information about our cash flow hedges at September 30, 2017 and December 31, 2016:

 Notional  Weighted
Average		  Weighted Average Rate  Estimated Fair 
September 30, 2017 Amount  Maturity  Receive  Pay  Value 
  (In thousands)  (In years)        (In thousands)
Interest rate swaps on FHLBB borrowings $75,000   2.6   1.31%  2.46% $(2,709)

 Notional  Weighted
Average		  Weighted Average Rate  Estimated Fair 
December 31, 2016 Amount  Maturity  Receive  Pay  Value 
  (In thousands)  (In years)         (In thousands) 
Interest rate swaps on FHLBB borrowings $75,000   3.4   0.92%  2.46% $(3,152)

During 2016, we terminated a forward-starting interest rate swap with a notional amount of $32.5 million and incurred a termination fee of $3.4 million. During 2015, we terminated forward-starting interest rate swaps with notional amounts of $47.5 million and incurred a termination fee of $2.4 million. The termination fees are amortized as a reclassification of other comprehensive income into interest expense over the terms of the previously hedged borrowings, which were six and five years for the swaps terminated in 2016 and 2015, respectively.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. We did not recognize any hedge ineffectiveness in earnings during the nine months ended September 30, 2017 or 2016.


We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of six years (excluding forecasted payment of variable interest on existing financial instruments).

Non-hedging Derivatives.

Derivatives not designated as hedges are not speculative, but rather result from a service the Company provides to certain customers. The Company executes loan-level derivative products such as interest-rate swap agreements with commercial banking customers to aid them in managing their interest-rate risk by converting floating-rate loan payments to fixed-rate loan payments. The Company concurrently enters into offsetting swaps with a third-party financial institution, effectively minimizing the Company’s net risk exposure resulting from such transactions. The third-party financial institution exchanges the customer’s fixed-rate loan payments for floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings.


Fair Values of Derivative Instruments on the Balance Sheet.

The table below presents the fair value of our derivative financial instruments designated as hedging and non-hedging instruments as well as our classification on the balance sheet as of June 30, 2021 and December 31, 2020.

 June 30, 2021

 

Asset Derivatives

 

Liability Derivatives

 

 

 

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

 

 

 

(In thousands)

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap – with customers

 

 

Other Assets

 

$

883

 

 

Other Liabilities

 

$

935

 

Interest rate swap – with counterparties

 

 

 

 

 

935

 

 

 

 

 

883

 

Total derivatives not designated as hedging instruments

 

 

 

 

$

1,818

 

 

 

 

$

1,818

 

 December 31, 2020

 

Asset Derivatives

 

Liability Derivatives

 

 

 

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

 

 

 

(In thousands)

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap – with customers

 

 

Other Assets

 

$

1,440

 

 

Other Liabilities

 

$

114

 

Interest rate swap – with counterparties

 

 

 

 

 

114

 

 

 

 

 

1,440

 

Total derivatives not designated as hedging instruments

 

 

 

 

$

1,554

 

 

 

 

$

1,554

 

Effect of Derivative Instruments in the Consolidated Statements of Net Income and Changes in Shareholders’ Equity.

 

The table below presents the pre-tax net losses of our cash flow hedges for the periods indicated.indicated:

 

  Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) 
  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  2017  2016 
  (In thousands) 
Interest rate swaps $(14) $417  $(307) $(2,863)

 

 

Amount of Gain (Loss) Recognized in OCI on Derivative

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2021

 

2020

 

2021

 

2020

 

 

 

(In thousands)

 

Interest rate swaps

 

$

—

 

$

(117

)

$

—

 

$

(1,240

)

 

Amounts reported in accumulated other comprehensive loss related to these derivatives are reclassified to interest expense as interest payments are made on our designated rate sensitive assets/liabilities. The table below presents the amount reclassified from accumulated other comprehensive incomeloss into net income as interest expense for the effective portion of interest rate swaps and termination feesfees:

 

 

Amount of Loss Reclassified from OCI into Expense (Effective Portion)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2021

 

2020

 

2021

 

2020

 

 

 

(In thousands)

 

Interest rate swaps

 

$

142

 

$

479

 

$

282

 

$

908

 

During the quarter ended June 30, 2021, the Company terminated an interest rate swap designated as a cash flow hedge prior to its respective maturity date and recognized a loss. The net loss reclassified into earnings totaled $402,000 for the quarter ended June 30, 2021, representing the unamortized portion of a $3.4 million loss associated with the previous termination of a $32.5 million interest rate swap on March 16, 2016. This loss was $497,000 and $397,000 duringimmediately recognized into earnings as the three months ended September 30, 2017 and 2016, respectively and $1.6 million and $1.0 million during the nine months ended September 30, 2017 and 2016, respectively.forecasted transaction will not occur. During the next 12 months, we estimate that $1.8 millionthere will be reclassified asno reclassification of loss resulting in an increase in interest expense. During the nine months ended September 30, 2017 and 2016, no gains or losses were reclassified from accumulated other comprehensive loss into income for ineffectiveness on cash flow hedges.

 


Credit-risk-related Contingent FeaturesFeatures.

 

By using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore, it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty.

 

We have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.

 

AsAt June 30, 2021, we had a net asset position of September 30, 2017, the termination value of derivatives in$51,000, compared to a net liability position related to theseof $1.5 million with our counterparties at December 31, 2020. We have minimum collateral posting thresholds under agreements which includes accrued interest but excludes any adjustment for nonperformance risk, was $2.7 million. Aswith certain of Septemberour derivative counterparties. At June 30, 2017, we have mortgage-backed securities with a fair value of $3.0 million and $50,000 cash posted as collateral against our obligations under these agreements. If2021, we had breached any of these provisions at September 30, 2017, we could have been requiredno collateral posted to settle our obligations under the agreements at the termination value.counterparties.


11.  

12.  FAIR VALUE OF ASSETS AND LIABILITIES

 

Determination of Fair ValueValue.

 

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is 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. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. 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.

 

Fair Value HierarchyHierarchy. –

We group our assets and liabilities that are measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

 

Level 1 –1: Valuation is based on quoted prices in active markets for identical assets. Level 1 assets generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

 

Level 2 –2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 –3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

Methods and assumptions for valuing our financial instruments measured at fair value on a recurring basis are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost.

 


Cash and cash equivalentsSecurities Available-for-Sale. – The carrying amounts of cash and short-term instruments approximate fair values based on the short-term nature of the assets.

 

Securities and mortgage-backed securities– Fair value of securities are primarily measured using unadjusted information from an independent pricing service. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. These securities include marketable equity securities. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. These securities include government-sponsored enterprise obligations, state and municipal obligations, residential mortgage-backed securities guaranteed and sponsored by the U.S. government or an agency thereof. Fair value measurements are obtained from a third-party pricing service and are not adjusted by management.

 

Federal Home Loan Bank and other stockInterest Rate Swaps. – These investments are carried at cost which is their estimated redemption value.

 

Loans receivable – For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans and residential real estate loans) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Accrued interest – The carrying amounts of accrued interest approximate fair value.


Deposit liabilities – The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and time deposits approximate their fair values at the reporting date. Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings and long-term debt – The fair values of our debt instruments are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Interest rate swaps – The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy.

 

Commitments to extend credit –Assets and Liabilities Measured at Fair values for off-balance sheet lending commitments are basedValue on fees currently charged to enter into similar agreements, taking into account the term and credit risk. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Such differences are not considered significant.a Recurring Basis.

 

Assets and liabilities measured at fair value on a recurring basis are summarized below:

 

  September 30, 2017 
  Level 1  Level 2  Level 3  Total 
Assets: (In thousands) 
Securities available-for-sale                
Government-sponsored mortgage-backed securities $—  $190,321  $—  $190,321 
U.S. government guaranteed mortgage-backed securities  —   16,961   —   16,961 
Corporate bonds  —   56,553   —   56,553 
State and municipal bonds  —   3,225   —   3,225 
Government-sponsored enterprise obligations  —   24,453   —   24,453 
Mutual funds  6,406   —   —   6,406 
Total securities available-for-sale  6,406   291,513   —   297,919 
                 
Interest rate swaps  —   1   —   1 
Total assets $6,406  $291,514  $—  $297,920 
                 
Liabilities:                
Interest rate swaps $—  $2,710  $—  $2,710 
                 

 

 

June 30, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

(In thousands)

 

Securities available-for-sale

 

$

—

 

 

$

231,166

 

 

$

—

 

 

$

231,166

 

Marketable equity securities

 

 

11,936

 

 

 

—

 

 

 

—

 

 

 

11,936

 

Interest rate swaps

 

 

—

 

 

 

1,818

 

 

 

—

 

 

 

1,818

 

Total assets

 

$

11,936

 

 

$

232,984

 

 

$

—

 

 

$

244,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

—

 

 

$

1,818

 

 

$

—

 

 

$

1,818

 

 

  December 31, 2016 
  Level 1  Level 2  Level 3  Total 
Assets: (In thousands) 
Government-sponsored mortgage-backed securities $—  $180,136  $—  $180,136 
U.S. government guaranteed mortgage-backed securities  —   17,350   —   17,350 
Corporate bonds  —   50,317   —   50,317 
State and municipal bonds  —   4,008   —   4,008 
Government-sponsored enterprise obligations  —   42,008   —   42,008 
Mutual funds  6,296   —   —   6,296 
Total assets $6,296  $293,819  $—  $300,115 
                 
Liabilities:                
Interest rate swaps $—  $3,152  $—  $3,152 

 


                 

 

 

December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

(In thousands)

 

Securities available-for-sale

 

$

—

 

 

$

201,880

 

 

$

—

 

 

$

201,880

 

Marketable equity securities

 

 

11,968

 

 

 

—

 

 

 

—

 

 

 

11,968

 

Interest rate swaps

 

 

—

 

 

 

1,554

 

 

 

—

 

 

 

1,554

 

Total assets

 

$

11,968

 

 

$

203,434

 

 

$

—

 

 

$

215,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

—

 

 

$

1,554

 

 

$

—

 

 

$

1,554

 

Also, we

Assets Measured at Fair Value on a Non-recurring Basis.

We may also be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no assets measured at fair value on a non-recurring basis at September 30, 2017. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related assets at SeptemberJune 30, 2016.2021 and December 31, 2020. Total losses represent the change in carrying value as a result of fair value adjustments related to assets still held at September 30, 2016.the periods indicated.

 

  At September 30, 2016  Three Months Ended September 30, 2016  Nine Months Ended September 30, 2016 
           Total  Total 
  Level 1  Level 2  Level 3  Gains (Losses)  Gains (Losses) 
  (In thousands)       
Impaired Loans $—  $—  $2,059  $—  $(220)

 

 

At

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2021

 

 

June 30, 2021

 

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Total

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Losses

 

 

Losses

 

 

 

(In thousands)

 

 

 

 

 

 

 

Impaired Loans

 

$

—

 

 

$

—

 

 

$

436

 

 

$

100

 

 

$

100

 


 

 

At

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2020

 

 

June 30, 2020

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Total

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Losses

 

 

Losses

 

 

 

(In thousands)

 

 

 

 

 

 

 

Impaired Loans

 

$

—

 

 

$

—

 

 

$

150

 

 

$

—

 

 

$

106

 

 

The amount of impaired loans represents the carrying value, and net of the related write-down andor valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral.  The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation.  Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses. Impaired loans with adjustments resulting from discounted cash flows or without a specific reserve are not included in this disclosure.

There were no transfers to or from Level 1 and 2 during the three and nine months ended September 30, 2017 and 2016. We did not measure any liabilities measured at fair value on a non-recurring basis on the consolidated balance sheets.at June 30, 2021 and December 31, 2020.


Summary of Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdingsValues of a particular financial instrument. Where quoted market prices are not available, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect the estimates. Financial Instruments.

The estimated fair values of our financial instruments are as follows:

 

            
 September 30, 2017 

 

June 30, 2021

 

 Carrying Value  Fair Value 

 

Carrying Value

 

 

Fair Value

 

    Level 1  Level 2  Level 3  Total 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 (In thousands) 

 

(In thousands)

 

Assets:           

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents $28,900  $28,900  $—    $—    $28,900 

 

$

105,494

 

 

$

105,494

 

 

$

—

 

 

$

—

 

 

$

105,494

 

Securities available-for-sale  297,919   6,406   291,513   —     297,919 

 

 

231,166

 

 

 

—

 

 

 

231,166

 

 

 

—

 

 

 

231,166

 

Securities held-to-maturity

 

 

107,783

 

 

 

—

 

 

 

107,616

 

 

 

—

 

 

 

107,616

 

Marketable equity securities

 

 

11,936

 

 

 

11,936

 

 

 

—

 

 

 

—

 

 

 

11,936

 

Federal Home Loan Bank of Boston and other restricted stock  15,704   —     —     15,704   15,704 

 

 

4,036

 

 

 

—

 

 

 

—

 

 

 

4,036

 

 

 

4,036

 

Loans - net  1,608,255   —     —     1,577,309   1,577,309 

 

 

1,857,118

 

 

 

—

 

 

 

—

 

 

 

1,854,992

 

 

 

1,854,992

 

Accrued interest receivable  5,764   —     —     5,764   5,764 

 

 

8,067

 

 

 

—

 

 

 

—

 

 

 

8,067

 

 

 

8,067

 

Mortgage servicing rights  380   —     380   —     380 

 

 

243

 

 

 

—

 

 

 

274

 

 

 

—

 

 

 

274

 

Derivative assets  1   —     1   —     1 

 

 

1,818

 

 

 

—

 

 

 

1,818

 

 

 

—

 

 

 

1,818

 

                    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:                    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits  1,515,198   —     —     1,514,641   1,514,641 

 

 

2,180,648

 

 

 

—

 

 

 

—

 

 

 

2,181,784

 

 

 

2,181,784

 

Short-term borrowings  192,465   —     192,482   —     192,482 
Long-term debt  106,339   —     106,517   —     106,517 

 

 

4,990

 

 

 

—

 

 

 

4,965

 

 

 

—

 

 

 

4,965

 

Subordinated debt

 

 

19,614

 

 

 

 

 

 

 

19,611

 

 

 

—

 

 

 

19,611

 

Accrued interest payable  394   —     —     394   394 

 

 

247

 

 

 

—

 

 

 

—

 

 

 

247

 

 

 

247

 

Derivative liabilities  2,710   —     2,710   —     2,710 

 

 

1,818

 

 

 

—

 

 

 

1,818

 

 

 

—

 

 

 

1,818

 

 

  December 31, 2016 
  Carrying Value  Fair Value 
     Level 1  Level 2  Level 3  Total 
  (In thousands) 
Assets:               
Cash and cash equivalents $70,234  $70,234  $—    $—    $70,234 
Securities available-for-sale  300,115   6,296   293,819   —     300,115 
Federal Home Loan Bank of Boston and other restricted stock  16,124   —     —     16,124   16,124 
Loans - net  1,556,416   —     —     1,525,274   1,525,274 
Accrued interest receivable  5,782   —     —     5,782   5,782 
Mortgage servicing rights  465   —     628   —     628 
                     
Liabilities:                    
Deposits  1,518,071   —     —     1,521,580   1,521,580 
Short-term borrowings  172,351   —     172,351   —     172,351 
Long-term debt  124,836   —     125,183   —     125,183 
Accrued interest payable  1,012   —     —     1,012   1,012 
Derivative liabilities  3,152   —     3,152   —     3,152 

                     

 

December 31, 2020

 

 

 

Carrying Value

 

 

Fair Value

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,444

 

 

$

87,444

 

 

$

—

 

 

$

—

 

 

$

87,444

 

Securities available-for-sale

 

 

201,880

 

 

 

—

 

 

 

201,880

 

 

 

—

 

 

 

201,880

 

Marketable equity securities

 

 

11,968

 

 

 

11,968

 

 

 

—

 

 

 

—

 

 

 

11,968

 

Federal Home Loan Bank of Boston and other restricted stock

 

 

5,160

 

 

 

—

 

 

 

—

 

 

 

5,160

 

 

 

5,160

 

Loans - net

 

 

1,906,226

 

 

 

—

 

 

 

—

 

 

 

1,900,750

 

 

 

1,900,750

 

Accrued interest receivable

 

 

8,477

 

 

 

—

 

 

 

—

 

 

 

8,477

 

 

 

8,477

 

Mortgage servicing rights

 

 

153

 

 

 

—

 

 

 

157

 

 

 

—

 

 

 

157

 

Derivative assets

 

 

1,554

 

 

 

—

 

 

 

1,554

 

 

 

—

 

 

 

1,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,038,130

 

 

 

—

 

 

 

—

 

 

 

2,040,293

 

 

 

2,040,293

 

Long-term debt

 

 

57,850

 

 

 

—

 

 

 

57,945

 

 

 

—

 

 

 

57,945

 

Accrued interest payable

 

 

124

 

 

 

—

 

 

 

—

 

 

 

124

 

 

 

124

 

Derivative liabilities

 

 

1,554

 

 

 

—

 

 

 

1,554

 

 

 

—

 

 

 

1,554

 


12. 13.  RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014,June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,Revenue from Contracts with Customers (Topic 606). The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods, including interim periods, beginning after December 15, 2017. We do not expect the application of this guidance to have a material impact on our consolidated financial statements other than expanded disclosures regarding non-interests income.

In January 2016, the FASB issued ASU 2016-01,Financial Instruments – Overall, (Subtopic 825-10). The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Targeted improvements to generally accepted accounting principles include the requirement for equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income and the elimination of the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the application of this guidance to have a material impact on our consolidated financial statements due to the limited amounts of marketable equity securities owned by the Company.

In February 2016, the FASB issued ASU 2016-02,Leases (Topic 842), which supersedes the requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this Update is permitted for all entities. Management is currently evaluating the impact to the consolidated financial statements of adopting this Update but does not expect adoption to have a material impact on our consolidated financial statements. As of September 30, 2017, the Company had $9.9 million of outstanding operating leases pertaining to banking premises, which would be recognized as assets and corresponding liabilities upon adoption.

In March 2016, the FASB issued ASU 2016-09,Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718). This Update was issued as part of the FASB’s simplification initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this Update during the nine months ended September 30, 2017 which resulted in the recognition of $821,000 in income tax benefit that would have previously been recognized in additional paid in capital.

In June 2016, the FASB issued ASU No. 2016-13,Financial Instruments—Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU, as amended, is effective for the Company in fiscal years beginning after December 15, 2019, and for interim periods within that fiscal years. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.2022. The Company is in the process of evaluatingimplementing the standard. We have put together a project team that has begun to identify appropriate loan segments along with related historical losses for each segment and potential models that would be most appropriate for each individual segment. We have not quantified the effects of any models, but do expect the standard to significantly change the approach to calculating our allowance for loan losses.


In August 2016, the FASB issued ASU No. 2016-15,Statement of Cash Flows (Topic 230),Classification of Certain Cash Receipts and Cash Payments. This Update provides guidance on eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

  

In March 2017, the FASB issued ASU No. 2017-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20):Premium Amortization on Purchased Callable Debt Securities. This Update amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, the amendments shorten the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The amendments affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We do not expect the application of this guidance to have a material impact on our consolidated financial statements. 30

 

In August 2017, the FASB issued ASU 2017-12,Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities(ASU 2017-12). The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2018. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, we do not expect the application of this guidance to have a material impact on our consolidated financial statements.


ITEM 2:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

OverviewOverview.

 

We strive to remain a leader in meeting the financial service needs of our local community, and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking.

 

We have adopted a growth-oriented strategy that has focused on increasing commercial lending. Our strategy also calls for increasing deposit relationships and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high-quality customer service. 

In connection with our overall growth strategy, we seek to:

 

●

•

grow our

Grow the Company’s commercial loan portfolio and industrial andrelated commercial real estate loan portfoliosdeposits by targeting businesses in our primary market areasarea of Hampden County and Hampshire County in western Massachusetts and Hartford and Tolland Counties in northern Connecticut as a means to increase the yield onnet interest margin and diversify our loan portfolio and build transactional deposit account relationships;income;

 

●

•

focus

Supplement the commercial portfolio by growing the residential real estate portfolio to diversify the loan portfolio and deepen customer relationships;

•

Focus on expanding our retail banking deposit franchise and increase the number of households served within our designated market area; and

 

●

•

supplement

Invest in people, systems and technology to grow revenue, improve efficiency and enhance the commercial focus, growoverall customer experience;

•

Grow revenues, increase tangible book value, continue to pay competitive dividends to shareholders and utilize the residential loan portfolioCompany’s stock repurchase plan to diversify riskleverage our capital and deepen customer relationships.enhance franchise value; and

•

Consider growth through acquisitions. We may pursue expansion opportunities in existing or adjacent strategic locations with companies that add complementary products to our existing business and at terms that add value to our existing shareholders.

 

You should read the following financial results for the three and ninesix months ended SeptemberJune 30, 20172021 in the context of this strategy. The third quarter financial results for 2016 reflect the pre-merger operations of the Company. As a result, the Company’s 2017 third quarter may not be comparable to financial results for the third quarter of 2016.

 

●

•

Net income was $3.8$5.6 million, or $0.13$0.24 diluted earnings per diluted share, for the three months ended SeptemberJune 30, 2017,2021, compared to $628,000,$2.0 million, or $0.04$0.08 diluted earnings per diluted share, for the same period in 2016.2020. For the ninesix months ended SeptemberJune 30, 2017,2021, net income was $12.7$11.4 million, or $0.42$0.47 diluted earnings per diluted share, as compared to net income of $3.0$4.1 million, or $0.17$0.16 diluted earnings per diluted share, for the same period in 2016.2020. The 2020 periods were impacted by a higher provision for loan losses resulting from the COVID-19 pandemic mandated shutdowns and economic disruption that caused elevated unemployment levels and deterioration in household, business, economic and market conditions.

 

●

•

The provision for loan losses was $200,000 and $375,000 for the three months ended September 30, 2017 and 2016, respectively, and $850,000 and $400,000 for the nine months ended September 30, 2017 and 2016, respectively. The lower provision for the nine months ended September 30, 2016 was primarily the resulta credit of a $1.0 million partial recovery on a previously charged-off single commercial real estate loan during the first quarter of 2016.

●Net interest income was $14.8 million and $8.3$1.2 million for the three months ended SeptemberJune 30, 20172021, compared to a provision of $2.5 million for the same period in 2020. The provision for loan losses was a credit of $1.1 million for the six months ended June 30, 2021, compared to a provision of $4.6 million for the same period in 2020. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and 2016, respectively.other economic trends used in the Company’s allowance calculation.


•

Net interest income increased $2.7 million, or 18.0%, to $17.8 million, for the three months ended June 30, 2021, from $15.1 million for the three months ended June 30, 2020. The net interest margin was 3.06% for the three months ended June 30, 2021, compared to 2.74% for the three months ended June 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.09%3.08% for the three months ended SeptemberJune 30, 2017,2021, compared to 2.65%2.76% for the same period in 2016. Netthree months ended June 30, 2020. During the six months ended June 30, 2021, net interest income was $44.0increased $6.2 million, and $24.6or 20.9%, to $35.8 million, compared to $29.6 million for the ninesix months ended SeptemberJune 30, 2017 and 2016, respectively.2020. The net interest margin for the six months ended June 30, 2021 was 3.15%, compared to 2.80% during the six months ended June 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.09% and 2.62%3.17% for the ninesix months ended SeptemberJune 30, 2017 and 2016, respectively.2021, compared to 2.82% for the six months ended June 30, 2020.


CRITICAL ACCOUNTING POLICIESPOLICIES.

 

Our consolidated financial statements are prepared in accordance with U.S. GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

 

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the ninesix months ended SeptemberJune 30, 2017.2021. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 20162020 Annual Report.

 

RECENT DEVELOPMENTS: CORONAVIRUS PANDEMIC RESPONSE AND ACTIONS.

On May 28, 2021, the Governor of Massachusetts signed an Executive Order (the “Order”) terminating the Commonwealth’s State of Emergency effective June 15, 2021. The Order also rescinded most COVID-19 restrictions and all industries in the Commonwealth were permitted to open with capacity increased to 100% effective May 29, 2021.

The Company continues to monitor COVID-19’s impact on its business and customers, however, the extent to which COVID-19 will impact its results and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures.

Our business is dependent upon the willingness and ability of our employees and customers to conduct banking and other financial transactions. The COVID-19 global public health crisis and the resulting “stay-at-home” orders resulted in widespread volatility, severe disruptions in the U.S. economy at large, and for small businesses in particular, deterioration in household, business, economic and market conditions.

Paycheck Protection Program.

As a Preferred Lender with the Small Business Administration (“SBA”), the Company was in a position to react quickly to the PPP component of the March 27, 2020 $2.2 trillion fiscal stimulus bill known as the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) launched by the U.S. Department of the Treasury and the SBA. An eligible business was able to apply for a PPP loan up to the lesser of: (1) 2.5 times its average monthly “payroll costs,” or (2) $10.0 million. PPP loans have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity, subsequently extended to a five-year loan term maturity for loans granted on or after June 5, 2020 and (c) principal and interest payments deferred from six months to ten months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. The Company received funding approval from the SBA for 2,146 applications totaling $302.2 million. As of June 30, 2021, the Company processed 1,341 PPP loan forgiveness applications totaling $196.7 million. Total PPP loans decreased $61.7 million, or 36.9%, from $167.3 million at December 31, 2020 to $105.5 million at June 30, 2021. PPP origination fees are recognized into interest income over the term of the respective loan, or sooner if the loans are forgiven by the SBA, or the borrowers otherwise pay down principal prior to the stated maturity.


We anticipate that by the end of 2021, the majority of the PPP loan portfolio will be repaid through forgiveness and earnings will continue to be favorably impacted by the additional PPP income over the next two quarters. During the six months ended June 30, 2021, the Company recognized $4.0 million of PPP income, compared to $1.3 million during the six months ended June 30, 2020.

The table below breaks out the PPP loans approved and funded and the outstanding balance as of June 30, 2021:

  Original Loan Amount  Original # of Loans  Balance Outstanding  # of Loans Remaining 
($ in millions)                
Round 1 and 2 $223.1   1,386  $33.6   140 
Round 3  79.1   760   71.9   665 
Total $302.2   2,146  $105.5   805 

Loan Modifications/Troubled Debt Restructurings.

The banking regulatory agencies, through an Interagency Statement dated April 7, 2020, have encouraged financial institutions to work “prudently” with borrowers who request loan modifications or deferrals as a result of the economic impacts of COVID-19. Pursuant to Section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. Financial institutions can then suspend the requirements under U.S. GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting under U.S. GAAP. The Company has adopted this policy election to address COVID-19 loan modification requests that have been received from the earlier of either January 1, 2022 or the 60th day after the end of the COVID-19 national emergency.

As a result of the COVID-19 pandemic, the Company granted deferred loan payments for impacted commercial, residential and consumer customers who experienced financial hardship due to COVID-19. Further deferrals will be re-evaluated on a customer-by-customer basis upon the expiration of the existing deferral period. As of June 30, 2020, the deferred loan payment modifications were at their high point and totaled $261.0 million (525 loans), for which principal and interest payments were deferred, and represented 14.7% of the total loan portfolio, excluding PPP loans. As of June 30, 2021, modifications granted under the CARES Act declined to $57.0 million (20 loans), or 3.2% of total loans, excluding PPP loans. Of the $57.0 million in remaining modifications, $46.6 million (14 loans), or 81.6%, have resumed interest only payments.


The table below breaks out the remaining modifications granted under the CARES Act at June 30, 2021:

           

Remaining CARES Act Modifications

 

Loan Segment(1)(2)

  

Total Loan Segment Balance at June 30, 2021

   

% of Total Loans

   

Modification Balance

   

# of Loans Modified

   

% of Loan Segment

Balance

 
($ in millions)                    
Commercial real estate $876.7   49.5% $53.4   13   6.1%
Commercial and industrial  215.4   12.2%  2.5   5   1.2%
Residential real estate  675.1   38.1%  1.1   2   0.2%
Consumer  4.6   0.2%  —   —   — 
Total $1,771.8   100.0% $57.0   20   3.2%

(1)

Excludes PPP loans and deferred fees.

(2)

Residential includes home equity loans and lines of credit.

The following table provides some insight into the composition of the Bank’s loan portfolio and remaining loan modifications, excluding PPP loans, as of June 30, 2021:

Commercial Real Estate Loans % of Total Loans(1)  % of Bank Risk-Based Capital  % of Segment Balance Modified(2) 
Apartment  10.0%  67.9%  — 
Office  8.1%  54.8%  — 
Industrial  7.1%  48.3%  0.2%
Retail/Shopping  6.6%  44.8%  — 
Hotel  3.1%  20.8%  5.9%
Residential non-owner  3.4%  23.2%  — 
Auto sales  2.2%  15.2%  — 
Mixed-use  2.0%  13.9%  — 
Adult care/Assisted living  2.2%  14.8%  — 
College/school  1.6%  10.8%  — 
Other  1.5%  9.0%  — 
Auto service  0.6%  3.7%  — 
Gas station/convenience store  0.6%  4.0%  — 
Restaurant  0.5%  3.4%  — 
Total commercial real estate loans  49.5%      6.1%

Commercial and Industrial Loans % of Total Loans(1)  % of Bank Risk-Based Capital  % of Segment Balance Modified(2) 
Manufacturing  2.5%  17.2%  — 
Wholesale trade  2.2%  14.6%  — 
Specialty trade  0.8%  5.3%  — 
Heavy and civil engineering construction  1.0%  6.9%  — 
Educational services  1.1%  7.5%  — 
Transportation and warehouse  0.3%  2.3%  0.8%
Healthcare and social assistance  0.3%  2.1%  — 
Auto sales  0.4%  2.8%  — 
Hotel  0.1%  1.1%  0.3%

All other C&I(3)

  3.5%  22.5%  0.1%
Total commercial and industrial loans  12.2%      1.2%

Residential and Consumer Loans % of Total Loans(1)  % of Bank Risk-Based Capital  % of Segment Balance Modified(2) 
Residential real estate  38.1%  257.8%  0.2%
Consumer  0.2%  1.8%  — 
Total residential and consumer loans  38.3%      0.2%

Loan Segment % of Total Loans(1)  % of Bank Risk-Based Capital  % of Segment Balance Modified(2) 
Commercial real estate  49.5%  334.7%  6.1%
Commercial and industrial  12.2%  82.2%  1.2%
Residential real estate  38.1%  257.8%  0.2%
Consumer  0.2%  1.8%  — 
Total  100.0%      3.2%

(1)

Excludes PPP loans of $105.5 million as of June 30, 2021.

(2)

Modified balances as of June 30, 2021 (Commercial real estate loans $53.4 million; Commercial and industrial loans $2.5 million; and Residential real estate loans $1.1 million).

(3)

Other consists of multiple industries.

Although the Bank’s loan portfolio contains impacted sectors, the concentration limits remain acceptable, with no sector, excluding commercial and residential real estate, representing more than 100% of the Bank’s total risk-based capital. The Company monitors lending exposure by industry classification to determine potential risk associated with industry concentrations, if any, that could lead to additional credit loss exposure. As stated above, as a result of the COVID-19 pandemic, the Company identified sectors that have been materially impacted including, but not limited to: hospitality, retail, and restaurants and food service. These sectors potentially carry a higher level of credit risk, as many of these borrowers have incurred a significant negative impact to their businesses resulting from the governmental stay-at-home orders as well as travel limitations.


Allowance for Loan Losses.

In determining the allowance for loan losses, the Company considers quantitative loss factors and a number of qualitative factors, such as underwriting policies, current economic conditions, delinquency statistics, the adequacy of the underlying collateral and the financial strength of the borrower. To appropriately reserve for the impact of the COVID-19 pandemic on the Company’s loan portfolio, the Bank added a new qualitative factor category to the allowance calculation, - “Economic Impact of COVID-19” at March 31, 2020. The allocation of additional reserves beginning in 2020 was based upon an analysis of the Company’s loan portfolio that included identifying borrowers sensitive to the shutdown (i.e. accommodation and food service, recreation, construction, manufacturing, and wholesale & retail trade). However, despite the uncertainty caused by the pandemic, we have successfully maintained our historically strong asset quality metrics over the course of the pandemic. After careful review of our overall asset quality metrics and considering the improving economic trends, we had a credit to the provision for loan losses of $1.2 million and $1.1 million during the three and six months ended June 30, 2021. This compares to a provision for loan losses of $2.5 million and $4.6 million for the same periods in 2020. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and other economic trends used in the Company’s allowance calculation. Management continues to assess the exposure of the Company’s loan portfolio to the COVID-19 pandemic, economic trends and their potential effect on asset quality. As of June 30, 2021, the Company’s delinquent and nonperforming assets were not materially impacted by the COVID-19 pandemic. 

The Company is continuing to monitor COVID-19’s impact on its business and its customers, however, the extent to which COVID-19 will impact its results and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures.


COMPARISON OF FINANCIAL CONDITION AT SEPTEMBERJUNE 30, 20172021 AND DECEMBER 31, 20162020

 

TotalAt June 30, 2021, total assets were $2.1$2.5 billion, at September 30, 2017 andan increase of $110.7 million, or 4.7%, from December 31, 2016. A slight increase in total assets of $10.42020. During the six months ended June 30, 2021, cash and cash equivalents increased $18.1 million, or 0.5%20.6%, was primarilyto $105.5 million; investment securities increased $137.0 million, or 64.1%, to $350.9 million and net loans decreased $49.1 million, or 2.6%, to $1.9 billion. The high level of cash and cash equivalents is due to an increase in total loans of $52.3core deposits and PPP loan payoffs.

At June 30, 2021, the Company’s available-for-sale securities portfolio increased $29.3 million, or 3.3%14.5%, offset by a decrease in cashfrom $201.9 million at December 31, 2020 to $231.2 million at June 30, 2021. The held-to-maturity securities portfolio, recorded at amortized cost, totaled $107.8 million at June 30, 2021. The primary objective of the investment portfolio is to provide liquidity and cash equivalentsmaximize income while preserving the safety of $41.3 million, or 58.8%, and a decrease in investments of $2.6 million, or 0.8%.principal.

 

Total loans were $1.9 billion as of $1.6 billion increased $52.3June 30, 2021, a decrease of $50.4 million, or 3.3%2.6%, at September 30, 2017, from $1.6 billion at December 31, 2016. The increase was2020, primarily due to a $33.9decrease in PPP loans of $61.7 million, or 5.5%36.9%. Excluding PPP loans, total loans increased $11.4 million, or 0.6%, driven by an increase in residentialcommercial real estate loans including home equity loans, an increase of $22.1$42.7 million, or 9.9%5.1%, and an increase in commercial and industrial loans partially offset by a decrease of $3.9$3.5 million, or 0.5%, in commercial1.7%. Residential real estate loans, which include home equity loans, decreased $33.5 million, or 4.7%, as we continue to focus on diversifying our loan mix and reducing our exposure to long-term fixed rate one to-four family residential loans. The decrease

In accordance with the Company’s asset/liability management strategy and in an effort to reduce interest rate risk, during the commercialsix months ended June 30, 2021, the Company sold $18.0 million of fixed rate, low coupon residential real estate portfolio was largely relatedloans to the expected payoffsecondary market. There were no loans sold during 2020. As of a $7.5June 30, 2021, the Company serviced $50.9 million completed commercial real estate construction project during first quarter 2017.in loans sold to the secondary market, compared to $38.1 million at December 31, 2020. Servicing rights will continue to be retained on all loans written and sold to the secondary market.

 

All loans where the payments are 90 days or more in arrears as of the closing date of each month are placed on nonaccrualnon-accrual status. Nonperforming loans were $13.2 million at September 30, 2017 and $14.1 million at December 31, 2016. If all nonaccrualnon-accrual loans had been performing in accordance with their terms, we would have earned additional interest income of $580,000$153,000 and $371,000$311,000 for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.

At SeptemberJune 30, 2017, we had $103,000 in other real estate owned (“OREO”). At September 30, 2017 and2021, nonperforming loans totaled $6.0 million, or 0.34% of total loans, excluding PPP loans, compared to $7.8 million, or 0.45% of total loans, excluding PPP loans, at December 31, 2016, our nonperforming2020. At June 30, 2021, there were no loans to total loans were 0.81%90 or more days past due and 0.90%, respectively, while our nonperformingstill accruing interest. Nonperforming assets to total assets, were 0.64% and 0.69%excluding PPP loans, was 0.25% at June 30, 2021, compared to 0.36% at December 31, 2020. The allowance for loan losses as a percentage of total loans, excluding PPP loans which do not require an allowance for loan losses, was 1.12% at June 30, 2021, compared to 1.20% at December 31, 2020. At June 30, 2021, the allowance for loan losses as a percentage of nonperforming loans was 331.8%, respectively. A summary of our nonaccrual and past due loans by class are listed in Note 5 of the accompanying unaudited consolidated financial statements.compared to 269.8% at December 31, 2020.

 

During the three months ended March 31, 2017, management completed an evaluation of premises and equipment acquired from Chicopee, which resulted in a $2.4 million adjustment to the provisional fair values of bank premises acquired and a $1.4 million reduction to goodwill. The remaining adjustments to goodwill of $140,000 during the three months ended March 31, 2017 resulted from information obtain during the quarter about events and circumstances that existed as of the acquisition date. There were no adjustments to goodwill during the three months ended SeptemberAt June 30, 2017.


At September 30, 2017,2021, total deposits were $2.2 billion, an increase of $1.5 billion decreased $2.9$142.5 million, or 0.2%7.0%, from December 31, 2016. Savings accounts decreased $5.22020, primarily due to an increase in core deposits of $279.2 million, or 3.5%, to $144.3 million. Time deposits decreased $6.3 million, or 1.1%, from $572.9 million at December 31, 2016 to $566.7 million at September 30, 2017. The decrease in time deposits was due to non-relationship customers and brokered deposits seeking higher yields. We are focused on allowing high cost non-relationship deposits to mature and be replaced with low cost relationship-based core deposits.19.3%. Core deposits, definedwhich the Company defines as all deposits except time deposits, represented 62.6%increased from $1.4 billion, or 71.0% of total deposits, andat December 31, 2020, to $1.7 billion, or 79.2% of total deposits, at June 30, 2021. Non-interest-bearing deposits increased $3.4$58.1 million, or 0.4%10.7%, to $599.9 million, interest-bearing checking accounts increased $32.6 million, or 34.3%, to $127.5 million, savings accounts increased $33.5 million, or 19.7%, to $203.8 million, and money market accounts increased $155.0 million, or 24.2%, to $795.7 million. The increase in core deposits can be attributed to the government stimulus, lower consumer spending, PPP loan proceeds deposited into borrower checking accounts, as well as the three new branches opened in 2020.

Time deposits decreased $136.7 million, or 23.2%, from $945.1$590.3 million at December 31, 20162020 to $948.5$453.6 million at SeptemberJune 30, 2017. Non-interest bearing2021. Brokered deposits, increased $4.9 million, or 1.6%, to $308.9 million, money market accounts increased $3.4 million, or 0.8%, to $412.7 million, and interest-bearing checking accounts increased $228,000, or 0.3%, to $82.6 million.

Borrowings increased $1.6 million, or 0.5%, to $298.8which are included within time deposits, were $25.3 million at SeptemberJune 30, 2017 from $297.22021 and $55.3 million at December 31, 2016. Short-term2020.

At June 30, 2021, total borrowings increased $20.1decreased $33.3 million, or 11.7%57.3%, to $192.5 million at September 30, 2017 from $172.4$57.9 million at December 31, 2016 due2020, to an increase in short-term FHLBB funding. Long-term debt$24.6 million. FHLB advances decreased $18.5$52.9 million, or 14.8%91.4%, to $106.3$5.0 million. During the three months ended June 30, 2021, the Company prepaid $32.5 million at Septemberof FHLB borrowings with a weighted average rate of 2.03%. The prepayment took place on June 30, 2017 from $124.82021 and was accounted for as an early extinguishment of debt, resulting in a loss of $45,000 reported within non-interest expense. The extinguishment had no negative effect on our regulatory capital ratios since we reduced the size of our balance sheet. The extinguishment of the high-cost FHLB borrowings is expected to benefit the Company’s net interest margin and net interest income compared to what we otherwise would have expected. During the three months ended June 30, 2021, the Company successfully completed an offering of $20.0 million at December 31, 2016.in subordinated debt. Our short-term borrowings and long-term debt and subordinated debt are discussed in Notes 8 and 9 of the accompanying consolidated financial statements.


Shareholders’At June 30, 2021, shareholders’ equity was $252.6$223.7 million, or 12.1%9.0% of total assets, at September 30, 2017 and $238.4compared to $226.6 million, or 11.5%9.6% of total assets, at December 31, 2016.2020. The increasedecrease in shareholders’ equity during the nine months reflects net income of $12.7$11.1 million the exercise of stock options for $5.7 million and other comprehensive income of $3.2 million. These increases were offset by the repurchase of the Company’s common stock, for $5.7 million and the payment of regular cash dividends of $2.7$2.4 million for the nine months ended Septemberand an increase in accumulated other comprehensive loss of $1.9 million, partially offset by net income of $11.4 million. Total shares outstanding as of June 30, 2017.2021 were 24,070,399.

 

The Company’s book value per share was $9.29 at June 30, 2021 compared to $8.97 at December 31, 2020, while tangible book value per share increased $0.30, or 3.6%, from $8.36 at December 31, 2020 to $8.66 at June 30, 2021. As of June 30, 2021, the Company’s and the Bank’s regulatory capital ratios continued to exceed the levels required to be considered “well-capitalized” under federal banking regulations.

On April 27, 2021, the Company announced that the Board of Directors authorized a stock repurchase plan (the “2021 Plan”) under which the Company is authorized to repurchase up to 2.4 million shares, or 10% of its outstanding common stock. The 2021 Plan commenced upon the completion of the stock repurchase plan authorized by the Board of Directors in October 2020 on May 20, 2021. The shares purchased under the 2021 Plan will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, or otherwise, depending upon market conditions. There is no guarantee as to the exact number of or value of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the 2021 Plan will depend on a number of factors, including the Company’s stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.

Although the Company has historically paid quarterly dividends on its common stock and currently intends to continue to pay such dividends, the Company’s ability to pay such dividends depends on a number of factors, including restrictions under federal laws and regulations on the Company’s ability to pay dividends, and as a result, there can be no assurance that dividends will continue to be paid in the future.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBERJUNE 30, 20172021 AND SEPTEMBERJUNE 30, 20162020

 

GeneralGeneral.

 

NetThe Company reported net income was $3.8of $5.7 million, or $0.13$0.24 per diluted share, for the three months ended SeptemberJune 30, 2017,2021, compared to $628,000,net income of $2.0 million, or $0.04$0.08 per diluted share, for the same period in 2016. Net interest incomethree months ended June 30, 2020. Return on average assets and return on average equity was $14.8 million0.92% and $8.3 million10.16%, respectively, for the three months ended SeptemberJune 30, 20172021, as compared to 0.35% and 2016, respectively.3.54%, respectively, for the three months ended June 30, 2020. The increase in net income of $3.6 million, or 179.7%, was due to a decrease in the provision for loan losses of $3.7 million and an increase in net interest income of $2.7 million, or 18.0%, partially offset by an increase in non-interest expense of $1.4 million, or 11.7%.


Net Interest and Dividend IncomeIncome.

 

The following tables set forth the information relating to our average balance and net interest income for the three months ended SeptemberJune 30, 20172021 and 2016,2020, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.


  Three Months Ended September 30, 
  2017  2016 
  Average     Average
Yield/		  Average     Average
Yield/		 
  Balance  Interest  Cost  Balance  Interest  Cost 
  (Dollars in thousands) 
ASSETS:                  
Interest-earning assets                        
Loans(1)(2) $1,605,376  $16,681   4.16% $932,140  $9,168   3.93%
Securities(2)  302,030   1,901   2.52   296,406   1,709   2.31 
Other investments  17,748   172   3.88   12,728   130   4.09 
Short-term investments(3)  5,206   11   0.85   17,380   14   0.32 
Total interest-earning assets  1,930,360   18,765   3.89   1,258,654   11,021   3.50 
Total non-interest-earning assets  141,119           79,032         
Total assets $2,071,479          $1,337,686         
                         
LIABILITIES AND EQUITY:                        
Interest-bearing liabilities                        
Interest-bearing checking accounts $82,164   81   0.39  $31,194   24   0.31%
Savings accounts  148,433   43   0.12   75,566   20   0.11 
Money market accounts  400,400   386   0.39   278,257   293   0.42 
Time deposit accounts  568,578   1,601   1.13   383,288   1,245   1.30 
Total interest-bearing deposits  1,199,575   2,111   0.70   768,305   1,582   0.82 
Short-term borrowings and long-term debt  301,715   1,609   2.13   229,718   1,067   1.86 
Interest-bearing liabilities  1,501,290   3,720   0.99   998,023   2,649   1.06 
Non-interest-bearing deposits  300,757           177,802         
Other non-interest-bearing liabilities  16,147           16,261         
Total Non-interest-bearing liabilities  316,904           194,063         
                         
Total liabilities  1,818,194           1,192,086         
Total equity  253,285           145,601         
Total liabilities and equity $2,071,479          $1,337,687         
Less: Tax-equivalent adjustment(2)      (249)          (44)    
Net interest and dividend income     $14,796          $8,328     
Net interest rate spread(4)          2.90%          2.44%
Net interest margin(5)          3.09%          2.65%
Ratio of average interest-earning assets to average interest-bearing liabilities          128.58%          126.11%

 

 

Three Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Average

 

 

 

 

 

Average Yield/

 

 

Average

 

 

 

 

 

Average Yield/

 

 

 

Balance

 

 

Interest

 

 

Cost

 

 

Balance

 

 

Interest

 

 

Cost

 

 

 

(Dollars in thousands)

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)(2)

 

$

1,911,323

 

 

$

18,425

 

 

 

3.87

%

 

$

1,959,790

 

 

$

19,106

 

 

 

3.92

%

Securities(2)

 

 

293,991

 

 

 

1,278

 

 

 

1.74

 

 

 

217,816

 

 

 

1,170

 

 

 

2.16

 

Other investments - at cost

 

 

10,114

 

 

 

28

 

 

 

1.11

 

 

 

15,728

 

 

 

157

 

 

 

4.01

 

Short-term investments(3)

 

 

114,883

 

 

 

26

 

 

 

0.09

 

 

 

20,637

 

 

 

9

 

 

 

0.18

 

Total interest-earning assets

 

 

2,330,311

 

 

 

19,757

 

 

 

3.40

 

 

 

2,213,971

 

 

 

20,442

 

 

 

3.71

 

Total non-interest-earning assets

 

 

147,545

 

 

 

 

 

 

 

 

 

 

 

141,310

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,477,856

 

 

 

 

 

 

 

 

 

 

$

2,355,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

$

100,455

 

 

$

92

 

 

 

0.37

%

 

$

83,345

 

 

$

86

 

 

 

0.42

%

Savings accounts

 

 

206,302

 

 

 

47

 

 

 

0.09

 

 

 

148,566

 

 

 

37

 

 

 

0.10

 

Money market accounts

 

 

766,378

 

 

 

650

 

 

 

0.34

 

 

 

496,245

 

 

 

720

 

 

 

0.58

 

Time deposit accounts

 

 

487,712

 

 

 

677

 

 

 

0.56

 

 

 

640,129

 

 

 

2,974

 

 

 

1.87

 

Total interest-bearing deposits

 

 

1,560,847

 

 

 

1,466

 

 

 

0.38

 

 

 

1,368,285

 

 

 

3,817

 

 

 

1.12

 

Short-term borrowings and long-term debt

 

 

54,459

 

 

 

382

 

 

 

2.81

 

 

 

221,057

 

 

 

1,421

 

 

 

2.59

 

Interest-bearing liabilities

 

 

1,615,306

 

 

 

1,848

 

 

 

0.46

 

 

 

1,589,342

 

 

 

5,238

 

 

 

1.33

 

Non-interest-bearing deposits

 

 

603,270

 

 

 

 

 

 

 

 

 

 

 

504,885

 

 

 

 

 

 

 

 

 

Other non-interest-bearing liabilities

 

 

36,043

 

 

 

 

 

 

 

 

 

 

 

31,214

 

 

 

 

 

 

 

 

 

Total non-interest-bearing liabilities

 

 

639,313

 

 

 

 

 

 

 

 

 

 

 

536,099

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

2,254,619

 

 

 

 

 

 

 

 

 

 

 

2,125,441

 

 

 

 

 

 

 

 

 

Total equity

 

 

223,237

 

 

 

 

 

 

 

 

 

 

 

229,840

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,477,856

 

 

 

 

 

 

 

 

 

 

$

2,355,281

 

 

 

 

 

 

 

 

 

Less: Tax-equivalent adjustment(2)

 

 

 

 

 

 

(105

)

 

 

 

 

 

 

 

 

 

 

(112

)

 

 

 

 

Net interest and dividend income

 

 

 

 

 

$

17,804

 

 

 

 

 

 

 

 

 

 

$

15,092

 

 

 

 

 

Net interest rate spread(4)

 

 

 

 

 

 

 

 

 

 

2.92

%

 

 

 

 

 

 

 

 

 

 

2.37

%

Net interest rate spread, on a tax equivalent basis(5)

 

 

 

 

 

 

 

 

 

 

2.94

%

 

 

 

 

 

 

 

 

 

 

2.38

%

Net interest margin(6)

 

 

 

 

 

 

 

 

 

 

3.06

%

 

 

 

 

 

 

 

 

 

 

2.74

%

Net interest margin, on a tax equivalent basis(7)

 

 

 

 

 

 

 

 

 

 

3.08

%

 

 

 

 

 

 

 

 

 

 

2.76

%

Ratio of average interest-earning assets to average interest-bearing liabilities

  

 

 

 

 

 

 

 

 

 144.26

%

 

 

 

 

 

 

 

 

 

 

 139.30

%

 

(1)

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)

(2)Securities

Loan and loansecurities income are presented on a tax-equivalent basis using a tax rate of 35% for the 2017 period and 34% for the 2016 period.21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported inon the unaudited consolidated statements of net income.

(3)

(3)

Short-term investments include federal funds sold.

(4)

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

(5)

Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.

(7)

Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets.interest-earning assets, including non-accrual loans, are net of deferred loan origination costs, unadvanced funds and the allowance for loan losses. See “Explanation of Use of Non-GAAP Financial Measurements”.


Rate/Volume Analysis.

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.

●interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

●interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and the net change.

 

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

 

 Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016 

 

Three Months Ended June 30, 2021 compared to
Three Months Ended June 30, 2020

 

 Increase (Decrease) Due to    

 

Increase (Decrease) Due to

 

 

 

 

 Volume  Rate  Net 

 

Volume

 

 

Rate

 

 

Net

 

Interest-earning assets (In thousands) 

 

(In thousands)

 

Loans(1) $6,622  $891  $7,513 

 

$

(448

)

 

$

(233

)

 

$

(681

)

Securities(1)  32   160   192 

 

 

412

 

 

 

(304

)

 

 

108

 

Other investments  51   (9)  42 

Other investments - at cost

 

 

(56

)

 

 

(73

)

 

 

(129

)

Short-term investments  (10)  7   (3)

 

 

41

 

 

 

(24

)

 

 

17

 

Total interest-earning assets  6,695   1,049   7,744 

 

 

(51

)

 

 

(634

)

 

 

(685

)

            

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities            

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts  39   18   57 

 

 

18

 

 

 

(12

)

 

 

6

 

Savings accounts  19   4   23 

 

 

15

 

 

 

(5

)

 

 

10

 

Money market accounts  129   (36)  93 

 

 

394

 

 

 

(464

)

 

 

(70

)

Time deposit accounts  602   (246)  356 

 

 

(706

)

 

 

(1,591

)

 

 

(2,297

)

Short-term borrowing and long-time debt  334   208   542 

 

 

(1,072

)

 

 

33

 

 

 

(1,039

)

Total interest-bearing liabilities  1,123   (52)  1,071 

 

 

(1,351

)

 

 

(2,039

)

 

 

(3,390

)

Change in net interest and dividend income(1) $5,572  $1,101  $6,673 

 

$

1,300

 

 

$

1,405

 

 

$

2,705

 

 

 

(1)

(1)

Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 35%21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income.

 

Net interest and dividend income increased $6.5$2.7 million, or 78.3%18.0%, to $14.8$17.8 million, for the three months ended SeptemberJune 30, 2017, compared to $8.32021, from $15.1 million for the three months ended SeptemberJune 30, 2016.2020. The increase reflectedwas due to a $7.5decrease in interest expense of $3.4 million, or 68.2%64.7%, increasepartially offset by a decrease of $678,000, or 3.3%, in interest income as average interest-earning assets increased $671.7and dividend income. Interest expense on deposits decreased $2.4 million, or 53.4%61.6%, primarily due to loan growth as a result of the merger. The yieldand interest expense on interest-earning assets increased 39 basis points from 3.50% for the three months ended September 30, 2016 to 3.89% for the three months ended September 30, 2017.borrowings decreased $1.0 million, or 73.1%.

 

For the three months ended SeptemberJune 30, 2017,2021, net interest income included $1.6 million PPP income, compared to $1.3 million for the three months ended June 30, 2020. Excluding PPP income, net interest income increased $2.3 million, or 17.0%, primarily due to a decrease in interest expense increased $1.1of $3.4 million, or 42.3%64.7%.

The net interest margin was 3.06% for the three months ended June 30, 2021, compared to 2.74% for the three months ended June 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.08% for the three months ended June 30, 2021, compared to 2.76% for the three months ended June 30, 2020. The increase in the net interest margin was due to the continuing trend of market interest rates falling to historically low levels, allowing the Company to reprice interest-bearing liabilities.

The average yield on interest-earning assets decreased 31 basis points from 3.71% for the three months ended June 30, 2020 to 3.40% for the three months ended June 30, 2021. During the three months ended June 30, 2021, the average cost of funds, including non-interest-bearing demand accounts and borrowings, decreased 68 basis points from 1.01% for the three months ended June 30, 2020 to 0.33% for the three months ended June 30, 2021. The average cost of core deposits, which include non-interest-bearing demand accounts, decreased eight basis points from 0.27% for the three months ended June 30, 2020 to 0.19% for the three months ended June 30, 2021. The average cost of time deposits decreased 131 basis points from 1.87% for the three months ended June 30, 2020 to 0.56% for the three months ended June 30, 2021. The average cost of FHLB borrowings decreased 64 basis points during the same period. For the three months ended June 30, 2021, average demand deposits, an interest-free source of funds, increased $98.4 million, or 19.5%, to $603.3 million, or 27.9% of total average deposits, from $504.9 million, or 27.0% of total average deposits for the three months ended June 30, 2020.


During the three months ended June 30, 2021, average interest-earning assets increased $116.3 million, or 5.3%, to $2.3 billion compared to the three months ended SeptemberJune 30, 2016. During the same period, interest-bearing liabilities increased $431.32020, primarily due to an increase in average securities of $76.2 million, or 56.1%35.0%, while non-interest bearing liabilities, such as demand accounts, increased $123.0and an increase in short-term investments of $94.2 million, or 69.2%456.7%. The net interest marginThese increases were partially offset by a decrease of 3.09% for the three months ending September 30, 2017$48.5 million, or 2.5%, in average loans. Excluding average PPP loans, average interest-earning assets increased 44 basis points, compared to 2.65% for$113.7 million, or 5.5%, and average loans decreased $51.1 million, or 2.8%, from the three months ended SeptemberJune 30, 2016. The2020 to the three months ended SeptemberJune 30, 2017 include amortization of purchase accounting adjustments related to the Chicopee acquisition, which increased net interest income by $448,000. Excluding these items, net interest margin for the third quarter of 2017 would have been 3.00%.2021.


Provision for Loan LossesLosses.

 

The provision for loan losses is reviewed by management based upon our evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan portfolio.

 

The amount of the provision for loan losses during the three months ended SeptemberJune 30, 20172021 was based uponon the changes that occurred in the loan portfolio during that same period.period, which are discussed above. The changes inCompany recorded a credit for loan losses of $1.2 million for the loan portfolio primarily includes an increase in residential loans and a higher level of net charge-offs. After evaluating all factors, we recordedthree months ended June 30, 2021, compared to a provision for loan losses of $200,000$2.5 million for the three months ended SeptemberJune 30, 2017, compared to $375,0002020. The Company recorded net charge-offs of $157,000 for the same period in 2016. The allowance was $10.5 million, or 0.65% of total loans, and $10.1 million, or 0.64% of total loans, at September 30, 2017 and December 31, 2016, respectively.

For the three months ended SeptemberJune 30, 2017,2021, as compared to net charge-offs were $100,000. This was comprised of $211,000 in charge-offs, partially offset by recoveries of $111,000.

For$34,000 for the three months ended SeptemberJune 30, 2016, net charge-offs were $18,000. This2020. The decrease in the provision for loan losses during the three months ended June 30, 2021 was comprisedprimarily due to an improvement in economic forecasts for the quarter, compared to the same quarter in 2020. Management continues to assess the exposure of $86,000 in charge-offs, partially offset by recoveries of $68,000.the Company’s loan portfolio to the COVID-19 pandemic related factors, economic trends and their potential effect on asset quality.

 

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. If the COVID-19 pandemic has an adverse effect on the ability of our borrowers to satisfy their obligations to us, the demand for our loans or our other products and services, other aspects of our business operations, or on financial markets, real estate markets, or economic growth, this could, depending on the extent of the loan defaults, materially and adversely affect our liquidity and financial condition and our results of operations could be materially and adversely affected.

 

Non-interest Income.

Non-interest income increased $322,000, or 15.4%, to $2.4 million for the three months ended June 30, 2021, from $2.1 million for the three months ended June 30, 2020. Excluding the loss on interest rate swap termination, non-interest income increased $724,000, or 34.7%, during the same period. Service charges and fees increased $516,000, or 33.1%, primarily due to an increase in ATM and debit card interchange income of $287,000, or 34.0%, due to increased transaction usage across our checking account base. Income from bank-owned life insurance increased $20,000, or 4.2%, and mortgage banking income from the sale of fixed rate residential real estate loans to the secondary market totaled $242,000. The Company did not sell loans to the secondary market during the three months ended June 30, 2020.

During the three months ended June 30, 2021, the Company reported unrealized gains on marketable equity securities of $6,000, compared to unrealized gains of $35,000 for the three months ended June 30, 2020. In addition, during the three months ended June 30, 2021, the Company reported losses on the sale of securities of $12,000, compared to realized gains on the sale of securities of $13,000 for the three months ended June 30, 2020.


Non-interest Expense.

 

For the three months ended SeptemberJune 30, 2017,2021, non-interest income of $2.4 millionexpense increased $1.1$1.4 million, or 84.6%11.7%, compared to $1.3$13.7 million from $12.2 million, for the three months ended SeptemberJune 30, 2016.2020. The increase in non-interest expense was primarilypartially due to the merger with Chicopee. The increase was primarily driven by an increase in service chargessalaries and fee incomebenefits of $761,000,$887,000, or 79.9%12.4%, an increasedue to normal annual salary increases and a higher number of positions to support our branch expansion compared to the same period in other income2020, and higher compensation incentive costs to support the overall franchise growth. Other non-interest expense increased $252,000, or 14.1%, furniture and equipment increased $150,000, or 41.3%, advertising expense increased $128,000, or 58.4%, data processing increased $51,000, or 7.2%, and occupancy expense increased $27,000, or 2.5%. During the three months ended June 30, 2021, the Company prepaid $32.5 million of $111,000, an increaseFHLB borrowings resulting in a loss of $81,000,$45,000. These increases were partially offset by a decrease in FDIC insurance expense of $63,000, or 22.0%21.9%, and a decrease in income from bank-owned life insurance and an increaseprofessional fees of $48,000, in gains on sales of securities.

Non-interest Expense

or 7.5%. For the three months ended SeptemberJune 30, 2017, non-interest expense of $11.2 million increased $3.0 million, or 36.6%2021, the efficiency ratio was 66.1%, from $8.2 million,compared to 71.5% for the three months ended SeptemberJune 30, 2016. The increase2020.

Income Taxes.

Income tax expense for the three months ended June 30, 2021 was primarily due$2.1 million, representing an effective tax rate of 27.0%, compared to a $2.4 million, or 58.5%, increase in salaries and benefits due to the addition$463,000, representing an effective tax rate of the Chicopee staff and normal merit increases that typically occur during the first quarter of each year. Occupancy expense increased $336,000, or 60.5%, due to the acquisition of the Chicopee branches, and data processing expense increased $276,000, or 68.3%, while merger related expenses decreased $830,000. The increase to non-interest expense reflects generally higher level of expenses associated with operating a larger financial institution, which include additional employees, increased costs for data processing, occupancy, and professional services. Although there are overall added expenses, the merger provided the opportunity to achieve greater economies of scale as reflected in the improvement in the efficiency ratio from 76.6%18.6%, for the three months ended SeptemberJune 30, 2016, to 65.4% for2020. The increase in the three months ended September 30, 2017.

Income Taxes

For the three months ended September 30, 2017, we had a tax provision of $2.0 million as compared to $423,000 for the same period in 2016. The effective tax rate was 34.8% for the three months ended September 30, 2017 and 40.2% for the same period in 2016. The three months ended September 30, 2017 include higher levels of pre-tax income asis a result of higher pre-tax projected income for the merger, while the comparable 2016 period includes nondeductible merger expenses of $691,000.fiscal year ending December 31, 2021.


COMPARISON OF OPERATING RESULTS FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172021 AND SEPTEMBERJUNE 30, 20162020

 

GeneralGeneral.

 

Net income was $12.7$11.4 million, or $0.42$0.47 diluted earnings per diluted share, for the ninesix months ended SeptemberJune 30, 2017,2021, compared to $3.0$4.1 million, or $0.17$0.16 diluted earnings per diluted share, for the same period in 2016.2020. Net interest income was $44.0$35.8 million and $24.6$29.6 million for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively.


Net Interest and Dividend IncomeIncome.

 

The following tables set forth the information relating to our average balance and net interest income for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.


  Nine Months Ended September 30, 
  2017  2016 
  Average
Balance		  Interest  Average Yield/
Cost		  Average
Balance		  Interest  Average Yield/
Cost		 
  (Dollars in thousands) 
ASSETS:                  
Interest-earning assets                        
Loans(1)(2) $1,589,423  $49,202   4.13% $875,325  $26,118   3.98%
Securities(2)  305,111   5,761   2.52   334,938   6,062   2.41 
Other investments  17,665   501   3.78   14,703   398   3.61 
Short-term investments(3)  24,023   102   0.57   33,457   67   0.27 
Total interest-earning assets  1,936,222   55,566   3.83   1,258,423   32,645   3.46 
Total Non-interest-earning assets  137,775           77,626         
Total assets $2,073,997          $1,336,049         
                         
LIABILITIES AND EQUITY:                        
Interest-bearing liabilities                        
Interest-bearing checking accounts $86,841   249   0.38  $31,353   64   0.27 
Savings accounts  150,975   137   0.12   76,381   63   0.11 
Money market accounts  398,400   1,150   0.38   264,354   785   0.40 
Time deposit accounts  568,728   4,643   1.09   391,793   3,677   1.25 
Total interest-bearing deposits  1,204,944   6,179   0.68   763,881   4,589   0.80 
Short-term borrowings and long-term debt  302,254   4,579   2.02   250,462   3,329   1.77 
Interest-bearing liabilities  1,507,198   10,758   0.95   1,014,343   7,918   1.04 
Non-interest-bearing deposits  304,492           165,156         
Other non-interest-bearing liabilities  13,774           15,273         
Total non-interest-bearing liabilities  318,266           180,429         
                         
Total liabilities  1,825,464           1,194,772         
Total equity  248,533           141,277         
Total liabilities and equity $2,073,997          $1,336,049         
Less: Tax-equivalent adjustment(2)      (766)          (154)    
Net interest and dividend income     $44,042          $24,573     
Net interest rate spread(4)          2.86%          2.42%
Net interest margin(5)          3.09%          2.62%
Ratio of average interest-earning assets to average interest-bearing liabilities          128.47%          124.06%

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Average
Balance

 

 

Interest

 

 

Average
Yield/
Cost

 

 

Average
Balance

 

 

Interest

 

 

Average
Yield/
Cost

 

 

 

(Dollars in thousands)

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)(2)

 

$

1,917,366

 

 

$

37,648

 

 

 

3.96

%

 

$

1,871,145

 

 

$

37,981

 

 

 

4.08

%

Securities(2)

 

 

260,845

 

 

 

2,131

 

 

 

1.65

 

 

 

221,875

 

 

 

2,575

 

 

 

2.33

 

Other investments - at cost

 

 

9,889

 

 

 

63

 

 

 

1.28

 

 

 

16,245

 

 

 

339

 

 

 

4.20

 

Short-term investments(3)

 

 

104,999

 

 

 

50

 

 

 

0.10

 

 

 

19,097

 

 

 

71

 

 

 

0.75

 

Total interest-earning assets

 

 

2,293,099

 

 

 

39,892

 

 

 

3.51

 

 

 

2,128,362

 

 

 

40,966

 

 

 

3.87

 

Total non-interest-earning assets

 

 

146,709

 

 

 

 

 

 

 

 

 

 

 

139,487

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,439,808

 

 

 

 

 

 

 

 

 

 

$

2,267,849

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

$

95,507

 

 

 

198

 

 

 

0.42

 

 

$

76,777

 

 

 

161

 

 

 

0.42

 

Savings accounts

 

 

196,812

 

 

 

83

 

 

 

0.09

 

 

 

140,217

 

 

 

71

 

 

 

0.10

 

Money market accounts

 

 

721,270

 

 

 

1,303

 

 

 

0.36

 

 

 

471,240

 

 

 

1,473

 

 

 

0.63

 

Time deposit accounts

 

 

527,188

 

 

 

1,616

 

 

 

0.62

 

 

 

645,776

 

 

 

6,348

 

 

 

1.98

 

Total interest-bearing deposits

 

 

1,540,777

 

 

 

3,200

 

 

 

0.42

 

 

 

1,334,010

 

 

 

8,053

 

 

 

1.21

 

Short-term borrowings and long-term debt

 

 

53,569

 

 

 

655

 

 

 

2.47

 

 

 

226,523

 

 

 

3,022

 

 

 

2.68

 

Interest-bearing liabilities

 

 

1,594,346

 

 

 

3,855

 

 

 

0.49

 

 

 

1,560,533

 

 

 

11,075

 

 

 

1.43

 

Non-interest-bearing deposits

 

 

582,541

 

 

 

 

 

 

 

 

 

 

 

446,738

 

 

 

 

 

 

 

 

 

Other non-interest-bearing liabilities

 

 

37,829

 

 

 

 

 

 

 

 

 

 

 

30,340

 

 

 

 

 

 

 

 

 

Total non-interest-bearing liabilities

 

 

620,370

 

 

 

 

 

 

 

 

 

 

 

477,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

2,214,716

 

 

 

 

 

 

 

 

 

 

 

2,037,611

 

 

 

 

 

 

 

 

 

Total equity

 

 

225,092

 

 

 

 

 

 

 

 

 

 

 

230,238

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,439,808

 

 

 

 

 

 

 

 

 

 

$

2,267,849

 

 

 

 

 

 

 

 

 

Less: Tax-equivalent adjustment(2)

 

 

 

 

 

 

(207

)

 

 

 

 

 

 

 

 

 

 

(246

)

 

 

 

 

Net interest and dividend income

 

 

 

 

 

$

35,830

 

 

 

 

 

 

 

 

 

 

$

29,645

 

 

 

 

 

Net interest rate spread(4)

 

 

 

 

 

 

 

 

 

 

3.00

%

 

 

 

 

 

 

 

 

 

 

2.42

%

Net interest rate spread, on a tax equivalent basis(5)

 

 

 

 

 

 

 

 

 

 

3.02

%

 

 

 

 

 

 

 

 

 

 

2.44

%

Net interest margin(6)

 

 

 

 

 

 

 

 

 

 

3.15

%

 

 

 

 

 

 

 

 

 

 

2.80

%

Net interest margin, on a tax equivalent basis(7)

 

 

 

 

 

 

 

 

 

 

3.17

%

 

 

 

 

 

 

 

 

 

 

2.82

%

Ratio of average interest-earning assets to average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

143.83

%

 

 

 

 

 

 

 

 

 

 

136.39

%

(1)

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)

(2)Securities

Loan and loansecurities income are presented on a tax-equivalent basis using a tax rate of 35% for the 2017 period and 34% for the 2016 period.21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported inon the consolidated statements of net income.

(3)

(3)

Short-term investments include federal funds sold.

(4)

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

(5)

Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.

(7)

Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets.assets, including non-accrual loans, are net of deferred loan origination costs, unadvanced funds and the allowance for loan losses. See “Explanation of Use of Non-GAAP Financial Measurements”.


Rate/Volume Analysis. 

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.

●interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

●interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and the net change.

 

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

 

 Nine Months Ended September 30, 2017 compared to
Nine Months Ended September 30, 2016		 

 

Six Months Ended June 30, 2021 compared to
Six Months Ended June 30, 2020

 

 Increase (Decrease) Due to    

 

Increase (Decrease) Due to

 

 

 

 Volume  Rate  Net 

 

Volume

 

Rate

 

Net

 

Interest-earning assets (In thousands) 

 

(In thousands)

 

Loans(1) $21,307  $1,777  $23,084 

 

$

883

 

$

(1,216

)

$

(333

)

Securities(1)  (540)  239   (301)

 

448

 

(892

)

 

(444

)

Other investments  80   23   103 

Other investments - at cost

 

(133

)

 

(143

)

 

(276

)

Short-term investments  (19)  54   35 

 

 

318

 

 

(339

)

 

(21

)

Total interest-earning assets  20,828   2,093   22,921 

 

 

1,516

 

 

(2,590

)

 

(1,074

)

            

 

 

 

 

 

 

 

Interest-bearing liabilities            

 

 

 

 

 

 

 

Interest-bearing checking accounts  113   72   185 

 

39

 

(2

)

 

37

 

Savings accounts  62   12   74 

 

29

 

(17

)

 

12

 

Money market accounts  398   (33)  365 

 

777

 

(947

)

 

(170

)

Time deposit accounts  1,661   (695)  966 

 

(1,171

)

 

(3,561

)

 

(4,732

)

Short-term borrowing and long-term debt  688   562   1,250 

 

 

(2,305

)

 

(62

)

 

(2,367

)

Total interest-bearing liabilities  2,922   (82)  2,840 

 

 

(2,631

)

 

(4,589

)

 

(7,220

)

Change in net interest and dividend income $17,906  $2,175  $20,081 

 

$

4,147

 

$

1,999

 

$

6,146

 

 

 

(1)Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 35%21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income.

 

NetDuring the six months ended June 30, 2021, net interest income was $44.0increased $6.2 million, or 20.9%, to $35.8 million, compared to $29.6 million for the ninesix months ended SeptemberJune 30, 2017 and $24.6 million for the nine months ended September 30, 2016.2020. The increase in net interest income was primarily due to the increasea $7.2 million, or 65.2%, decrease in interest expense, partially offset by a decrease in interest and dividend income of $22.3$1.0 million, or 68.7%, partially offset by the increase2.5%. The decrease in interest expense of $2.8was due to a $4.9 million, or 35.9%60.3%, fromdecrease in interest expense on deposits and a decrease of $2.4 million, or 78.3%, in interest expense on borrowings. For the ninesix months ended SeptemberJune 30, 2016.2021, interest and dividend income included $4.0 million in PPP income, compared to $1.3 million during the six months ended June 30, 2020. Excluding PPP income, net interest income increased $3.4 million, or 12.0%.

The net interest margin for the six months ended June 30, 2021 was 3.15%, compared to 2.80% during the six months ended June 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.09% and 2.62%3.17% for the ninesix months ended SeptemberJune 30, 2017 and 2016, respectively.2021, compared to 2.82% for the six months ended June 30, 2020. Excluding the PPP income, the net interest margin increased from 2.78% for the six months ended June 30, 2020 to 3.01% for the six months ended June 30, 2021. The increase in the net interest margin was due to the continuing trend of market interest rates falling to historically low levels, allowing the Company to reprice interest-bearing liabilities.

 

The average balance sheet comparisonyield on interest-earning assets decreased 36 basis points from 3.87% for the ninesix months ended SeptemberJune 30, 20162020 to September3.51% for the six months ended June 30, 2017 largely reflects2021. During the merger with Chicopee. Averagesix months ended June 30, 2021, the average cost of funds, including non-interest-bearing demand accounts and borrowings, decreased 75 basis points from 1.11% for the six months ended June 30, 2020 to 0.36% for the six months ended June 30, 2021. For the six months ended June 30, 2021, the average cost of core deposits, including non-interest-bearing demand deposits, decreased 10 basis points from 0.30% for the six months ended June 30, 2020 to 0.20% for the six months ended June 30, 2021. The average cost of time deposits decreased 136 basis points from 1.98% for the six months ended June 30, 2020 to 0.62% during the same period in 2021. The average cost of borrowings, which include FHLB advances and subordinated debt, decreased 21 basis points from 2.68% for the six months ended June 30, 2020 to 2.47% for the six months ended June 20, 2021. For the six months ended June 30, 2021, average demand deposits, an interest-free source of funds, increased $135.8 million, or 30.4%, from $446.7 million, or 25.1% of total average deposits, for the six months ended June 30, 2020 to $582.5 million, or 27.4% of total average deposits, for the six months ended June 30, 2021.


During the six months ended June 30, 2021, average interest-earning assets increased $677.8$164.7 million, or 53.9%7.7%, from $1.3 billion for the nine months ended September 30, 2016 to $1.9 billion for the nine months ended September 30, 2017.$2.3 billion. The increase in average interest-earning assets was due to a $714.1 million, or 81.6%,an increase in average loans of $46.2 million, or 2.5%, an increase in average securities of $39.0 million, or 17.6%, and an increase of $85.9 million, or 449.8%, in short-term investments, partially offset by a $29.8$6.4 million, or 8.9%39.1%, decrease in average investments and a $9.4other investments. Excluding average PPP loans, average interest-earning assets increased $80.2 million, or 28.2%3.9%, decrease in other interest-earning assets. Theand average balance of demand deposit accounts, an interest-free source of funds, increased $139.3loans decreased $38.3 million, or 84.4%, for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016.2.1%. 

 

The net interest margin increased 47 basis points, from 2.62% for the nine months ended September 30, 2016 to 3.09% for the nine months ended September 30, 2017. During the nine months ended September 30, 2017, amortization of purchase accounting adjustments related to the Chicopee acquisition increased net interest income by $1.4 million. Excluding these items, net interest margin for the nine months ended September 30, 2017 was 2.99%. The average asset yield increased from 3.46% for the nine months ended September 30, 2016 to 3.83% for the nine months ended September 30, 2017. The average cost of funds decreased 9 basis points from 1.04% for the nine months ended September 30, 2016 to 0.95% for the nine months ended September 30, 2017 primarily due to purchase accounting adjustments on time deposits and borrowings as well as the continuation of low market interest rates, which allowed us to renew or replace maturing time deposits at lower costs. The average cost of time deposits decreased 16 basis points, from 1.25% for the nine months ended September 30, 2016 to 1.09% for the nine months ended September 30, 2017. The average cost of borrowings increased 25 basis points, from 1.77% for the nine months ended September 30, 2016 to 2.02% for the nine months ended September 30, 2017. The increase in cost of funds in FHLB borrowings was primarily due to the increase in the Federal Funds target rate in December 2016, March 2017 and mid-June 2017.


Provision for Loan LossesLosses.

The amount that we provided for loan losses during the nine months ended September 30, 2017 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio for the nine months ended September 30, 2017, described in the comparison of financial condition, include increases in residential real estate loans and commercial and industrial loans as well as an increase in net charge-offs over the comparable period. After evaluating these factors, we recorded a provision for loan losses of $850,000 for the nine months ended September 30, 2017, compared to $400,000 for the same period in 2016. The allowance was $10.5 million, or 0.65% of total loans, at September 30, 2017 and $10.1 million, or 0.64% of total loans, at December 31, 2016.

 

For the ninesix months ended SeptemberJune 30, 2017, net charge-offs were $400,000. This was comprised of charge-offs of $706,0002021, the provision for the nine months ended September 30, 2017, partially offset by recoveries of $306,000.

For the nine months ended September 30, 2016, net recoveries were $687,000. This was comprised of recoveries of $1.0loan losses decreased $5.7 million, or 124.7%, from $4.6 million for the ninesix months ended SeptemberJune 30, 2016, partially offset2020 to a credit for loan losses of $1.1 million for the six months ended June 30, 2021. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and other economic trends used in the Company’s allowance calculation.

The Company recorded net charge-offs of $347,000.$162,000 for the six months ended June 30, 2021, as compared to net charge-offs of $399,000 for the six months ended June 30, 2020. During the ninesix months ended SeptemberJune 30, 2016, we received a partial recovery2021, the Company recorded charge-offs of $1.0 million related$224,000, compared to a single commercial real estate loan previously charged-off$493,000 during the same period in 2010.2020.

 

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. If the COVID-19 pandemic has an adverse effect on the ability of our borrowers to satisfy their obligations to us, the demand for our loans or our other products and services, other aspects of our business operations, or on financial markets, real estate markets, or economic growth, this could, depending on the extent of the loan defaults, materially and adversely affect our liquidity and financial condition and our results of operations could be materially and adversely affected.

 

Non-interest IncomeIncome.

 

For the ninesix months ended SeptemberJune 30, 2017,2021, non-interest income was $5.4 million, an increase of $6.5 million increased $2.9 million,$801,000, or 80.8%17.4%, compared to $3.6$4.6 million for the ninesix months ended SeptemberJune 30, 2016. The increase2020. Excluding the gain on non-marketable equity investments of $2.9 million was$546,000 and the loss on interest rate swap termination of $402,000 during the 2021 period, non-interest income increased $657,000, or 14.2%. Service charges and fees increased $625,000, or 18.8%, primarily due to ana $529,000, or 33.3%, increase in service charges andATM debit card interchange income due to increased card-based transaction usage across our checking account base. Mortgage banking income was $469,000 for the six months ended June 30, 2021, due to the sale of fixed rate residential real estate loans to the secondary market. The Company did not sell any fixed rate residential real estate loans during the six months ended June 30, 2020. Other income from loan-level swap fees of $2.1 million,on commercial loans decreased $127,000, or 77.6%68.6%, and an increase in income from bank-owned life insurance of $236,000,increased $20,000, or 20.8%2.2%. The increase in non-interest income was primarily due to

During the merger with Chicopee. For the ninesix months ended SeptemberJune 30, 2017, wealth management fees2021, the Company reported unrealized losses on marketable equity securities of $404,000 earned by Westfield Financial Management Services, the Company’s investment management subsidiary, were included in service charges and fee income. Total assets under management increased to $111.7 million at September 30, 2017,$83,000, compared to $91.6 million at December 31, 2016 due to positive market movements and additions from new and existing clients. Pre-taxunrealized gains of $137,000 during the six months ended June 30, 2020. During the six months ended June 30, 2021, the Company reported realized gainslosses on the sale of securities decreased $632,000, or 92.4%. Additionally, there was a $915,000 decreaseof $74,000, compared to realized gains of $36,000 on the prepaymentsale of borrowings reportedsecurities during the ninesix months ended SeptemberJune 30, 2016 as there were no such prepayments in 2017.2020.


Non-interest ExpenseExpense.

 

For the ninesix months ended SeptemberJune 30, 2017,2021, non-interest expense increased $10.1$2.4 million, or 43.5%9.9%, to $33.4$27.0 million, or 2.15% of average assets, compared to $23.3$24.6 million or 2.33% of average assets, for the ninesix months ended SeptemberJune 30, 2016.2020. The increase in non-interest expense was primarily due to a $7.2 million, or 61.9%,an increase in salaries and employee benefits due to the addition of the Chicopee staff and normal merit increases. Occupancy expense increased $1.1$1.4 million, or 64.4%9.7%, due to normal annual salary increases and a higher number of positions to support our branch expansion compared to the acquisition ofsame period in 2020, as well as higher compensation incentive costs to support the Chicopee branches. Data processingoverall franchise growth. Other non-interest expense increased $573,000,$350,000, or 49.1%9.6%, from $1.2 million for the nine months ended September 30, 2016 to $1.7 million for the nine months ended September 30, 2017. Furniturefurniture and equipment increased $426,000,$249,000, or 58.9%33.0%, from $723,000 for the nine months ended September 30, 2016 to $1.1 million for the nine months ended September 30, 2017. Advertisingoccupancy expense increased $265,000,$149,000, or 38.1%6.7%, professional feesdata processing expenses increased $202,000,$57,000, or 11.8%4.0%, advertising expense increased $214,000, or 45.4%, and other non-interestFDIC insurance expense increased $1.7 million,$84,000, or 56.4%19.1%. The increase in FDIC insurance expense aligns with the growth of the average assets on which the insurance assessment is based. These increases were partially offset by a $1.3 million, or 67.3%, decrease in merger related expenses as well as a decrease in FDIC insurance expenseprofessional fees of $128,000,$103,000, or 21.5%8.3%. The increase to non-interest expense reflects generally higher level of expenses associated with operating a larger financial institution, which includes additional employees, increased costs for data processing, occupancy, and professional services. The merger providedFor the opportunity to achieve greater economies of scale as reflected in the improvement insix months ended June 30, 2021, the efficiency ratio from 75.3%was 65.3%, compared to 72.1% for the ninesix months ended SeptemberJune 30, 2016 to 65.0%2020.

Income Taxes.

Income tax expense for the ninesix months ended SeptemberJune 30, 2017.


Income Taxes

For the nine2021 was $3.9 million, representing an effective tax rate of 25.5%, compared to $1.0 million, representing an effective tax rate of 20.3%, for six months ended SeptemberJune 30, 2017, we had a tax provision of $3.6 million as compared to $1.5 million for2020. The increase in the same period in 2016. TheCompany’s effective tax rate was 22.1%primarily due to the effect of higher projected pre-tax income for the nine months ended September 30, 2017 and 33.4% for the same period in 2016. The 2017 period includes $1.8 million in tax benefits recorded on the reversal of a deferred tax valuation allowance and stock option exercises.fiscal year ending December 31, 2021.

 

LIQUIDITY AND CAPITAL RESOURCESExplanation of Use of Non-GAAP Financial Measurements.

We believe that it is common practice in the banking industry to present interest income and related yield information on tax-exempt loans and securities on a tax-equivalent basis and that such information is useful to investors because it facilitates comparisons among financial institutions. However, the adjustment of interest income and yields on tax-exempt loans and securities to a tax-equivalent amount includes financial information that is not in compliance with GAAP. A reconciliation from GAAP to non-GAAP is provided below.

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2021

 

2020

 

2021

 

2020

 

 

 

(Dollars in thousands)

 

(Dollars in thousands)

 

 

 

Interest

 

Average
Yield

 

Interest

 

Average
Yield

 

Interest

 

Average
Yield

 

Interest

 

Average
Yield

 

Loans (no tax adjustment)

 

$

18,321

 

 

3.84%

 

$

18,999

 

 

3.90%

 

$

37,441

 

 

3.94%

 

$

37,746

 

 

4.06%

 

Tax-equivalent adjustment(1)

 

 

104

 

 

 

 

 

107

 

 

 

 

 

207

 

 

 

 

 

235

 

 

 

 

Loans (tax-equivalent basis)

 

$

18,425

 

 

3.87%

 

$

19,106

 

 

3.92%

 

$

37,648

 

 

3.96%

 

$

37,981

 

 

4.08%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities (no tax adjustment)

 

$

1,277

 

 

1.74%

 

$

1,165

 

 

2.15%

 

$

2,131

 

 

1.65%

 

$

2,564

 

 

2.32%

 

Tax-equivalent adjustment(1)

 

 

1

 

 

 

 

 

5

 

 

 

 

 

—

 

 

 

 

 

11

 

 

 

 

Securities (tax-equivalent basis)

 

$

1,278

 

 

1.74%

 

$

1,170

 

 

2.16%

 

$

2,131

 

 

1.65%

 

$

2,575

 

 

2.33%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (no tax adjustment)

 

$

17,804

 

 

 

 

$

15,092

 

 

 

 

$

35,830

 

 

 

 

$

29,645

 

 

 

 

Tax-equivalent adjustment(1)

 

 

105

 

 

 

 

 

112

 

 

 

 

 

207

 

 

 

 

 

246

 

 

 

 

Net interest income (tax-equivalent basis)

 

$

17,909

 

 

 

 

$

15,204

 

 

 

 

$

36,037

 

 

 

 

$

29,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate spread (no tax adjustment)

 

 

 

 

 

2.92%

 

 

 

 

 

2.37%

 

 

 

 

 

3.00%

 

 

 

 

 

2.42%

 

Net interest margin (no tax adjustment)

 

 

 

 

 

3.06%

 

 

 

 

 

2.74%

 

 

 

 

 

3.15%

 

 

 

 

 

2.80%

 

(1)

The tax equivalent adjustment is based upon a 21% tax rate.


Liquidity and Capital Resources.

 

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases, deposit withdrawals of deposits and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by our operations. We also can borrow funds from the FHLBBFHLB based on eligible collateral of loans and securities and the FRB Discount Window based on eligible collateral of securities. Our maximum additional

At June 30, 2021 and December 31, 2020, outstanding borrowings from the FHLB were $5.0 million and $57.9 million, respectively. At June 30, 2021, we had $511.7 million in available borrowing capacity fromwith the FHLBB at September 30, 2017, was $132.0 million. FHLB. We have the ability to increase our borrowing capacity with the FHLB by pledging investment securities or additional loans. 

In addition, we have available lines of credit of $4.0$15.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interestother correspondent banks. Interest rates on these lines are determined and reset on a daily basis by each respective bank.

Liquidity management is both a daily and long-term function of business management. The measure of a company’s liquidity is its ability to meet its cash commitments at all times with available cash or by conversion of other assets to cash at a reasonable price. Loan repayments and maturing securities are a relatively predictable source of funds. However, deposit flow, calls of securities and repayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds. Management believes that we have sufficient liquidity to meet its current operating needs.


At SeptemberJune 30, 2017, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2017, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our category. Our actual capital ratios of September 30, 20172021 and December 31, 20162020, we did not have an outstanding balance under either of these lines. We also have an available line of credit of $10.8 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at June 30, 2021 or December 31, 2020. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are also presented in the following table.agreements that allow us to borrow money using our securities as collateral.

 

  Actual Minimum For Capital
Adequacy Purpose		 Minimum To Be Well
Capitalized
  Amount Ratio Amount Ratio Amount Ratio
  (Dollars in thousands)
September 30, 2017            
Total Capital(to Risk Weighted Assets):                        
Consolidated $257,936   15.76% $130,935   8.00%   N/A    N/A 
Bank  247,801   15.18   130,610   8.00  $163,263   10.00%
Tier 1 Capital (to Risk Weighted Assets):                        
Consolidated  247,358   15.11   98,201   6.00    N/A    N/A 
Bank  237,223   14.53   97,958   6.00   130,610   8.00 
Common Equity Tier 1 Capital (to Risk Weighted Assets)                        
Consolidated  247,358   15.11   73,651   4.50    N/A    N/A 
Bank  237,223   14.53   73,468   4.50   106,121   6.50 
Tier 1 Leverage Ratio (to Adjusted Average Assets):                        
Consolidated  247,358   12.01   82,396   4.00    N/A    N/A 
Bank  237,223   11.53   82,313   4.00   102,891   5.00 
                         
December 31, 2016                        
Total Capital(to Risk Weighted Assets):                        
Consolidated $245,389   15.10% $130,037   8.00%   N/A    N/A 
Bank  237,626   14.64   129,879   8.00  $162,349   10.00%
Tier 1 Capital (to Risk Weighted Assets):                        
Consolidated  235,261   14.47   97,528   6.00    N/A    N/A 
Bank  227,498   14.01   97,409   6.00   129,879   8.00 
Common Equity Tier 1 Capital (to Risk Weighted Assets)                        
Consolidated  235,261   14.47   73,146   4.50    N/A    N/A 
Bank  227,498   14.01   73,057   4.50   105,527   6.50 
Tier 1 Leverage Ratio (to Adjusted Average Assets):                        
Consolidated  235,261   12.19   77,187   4.00   N/A    N/A 
Bank  227,498   11.86   76,745   4.00   95,931   5.00 
                         


We also have outstanding at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. We are also obligated under leasesagreements with the FHLB to repay borrowed funds.

At June 30, 2021, we exceeded each of the applicable regulatory capital requirements. As of June 30, 2021, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for certain ofprompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our branches and equipment. category.

 

 

Actual

 

 

Minimum For Capital Adequacy Purpose

 

 

Minimum To Be Well Capitalized

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

 

(Dollars in thousands)

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital (to Risk Weighted Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

261,914

 

 

 

15.19

%

 

$

137,959

 

 

 

8.00

%

 

 

N/A

 

 

 

N/A

 

Bank

 

 

233,119

 

 

 

13.56

 

 

 

137,490

 

 

 

8.00

 

 

$

171,862

 

 

 

10.00

%

Tier 1 Capital (to Risk Weighted Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

222,430

 

 

 

12.90

 

 

 

103,469

 

 

 

6.00

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

213,249

 

 

 

12.41

 

 

 

103,117

 

 

 

6.00

 

 

 

137,490

 

 

 

8.00

 

Common Equity Tier 1 Capital (to Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

222,430

 

 

 

12.90

 

 

 

77,602

 

 

 

4.50

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

213,249

 

 

 

12.41

 

 

 

77,338

 

 

 

4.50

 

 

 

111,710

 

 

 

6.50

 

Tier 1 Leverage Ratio (to Adjusted Average Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

222,430

 

 

 

9.02

 

 

 

98,632

 

 

 

4.00

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

213,249

 

 

 

8.70

 

 

 

98,090

 

 

 

4.00

 

 

 

122,613

 

 

 

5.00

 

                         

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital (to Risk Weighted Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

244,158

 

 

 

14.65

%

 

$

133,336

 

 

 

8.00

%

 

 

N/A

 

 

 

N/A

 

Bank

 

 

231,531

 

 

 

13.91

 

 

 

133,149

 

 

 

8.00

 

 

$

166,436

 

 

 

10.00

%

Tier 1 Capital (to Risk Weighted Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

223,320

 

 

 

13.40

 

 

 

100,002

 

 

 

6.00

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

210,722

 

 

 

12.66

 

 

 

99,862

 

 

 

6.00

 

 

 

133,149

 

 

 

8.00

 

Common Equity Tier 1 Capital (to Risk Weighted Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

223,320

 

 

 

13.40

 

 

 

75,002

 

 

 

4.50

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

210,722

 

 

 

12.66

 

 

 

74,896

 

 

 

4.50

 

 

 

108,183

 

 

 

6.50

 

Tier 1 Leverage Ratio (to Adjusted Average Assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

223,320

 

 

 

9.34

 

 

 

95,606

 

 

 

4.00

 

 

 

N/A

 

 

 

N/A

 

Bank

 

 

210,722

 

 

 

8.83

 

 

 

95,409

 

 

 

4.00

 

 

 

119,261

 

 

 

5.00

 


The following table summarizes the contractual obligations and credit commitments at SeptemberJune 30, 2017:2021:

 

  Within 1 Year  After 1 Year But Within 3 Years  After 3 Year But Within 5 Years  After 5 Years  Total 
  (In thousands) 
Lease Obligations                    
Operating lease obligations(1) $1,110  $2,069  $1,716  $4,995  $9,890 
                     
Borrowings and Debt                    
Federal Home Loan Bank  223,938   45,502   10,138   761   280,339 
Securities sold under agreements to repurchase  18,465   —   —   —   18,465 
Total borrowings and debt  242,403   45,502   10,138   761   298,804 
                     
Credit Commitments                    
Available lines of credit  156,127   9   7   59,721   215,864 
Other loan commitments  54,019   13,667   2,053   2,194   71,933 
Letters of credit  7,058   392   —   255   7,705 
Total credit commitments  217,204   14,068   2,060   62,170   295,502 
                     
Other Obligations                    
Vendor Contracts  2,644   5,288   5,288   6,390   19,610 
                     
Total Obligations $463,361  $66,927  $19,202  $74,316  $623,806 

(1)Payments are for the lease of real property

 

 

Amounts
Due Within 1

Year

 

 

Amounts

Due After 1

Year But Within

3 Years

 

 

Amounts

Due After 3

Years But Within

5 Years

 

 

Amounts

Due After

5 Years

 

 

Total

 

 

 

(In thousands)

 

Lease Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

$

1,505

 

 

$

2,485

 

 

$

2,129

 

 

$

5,128

 

 

$

11,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank

 

 

3,630

 

 

 

1,083

 

 

 

277

 

 

 

—

 

 

 

4,990

 

Subordinated debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

19,614

 

 

 

19,614

 

Total borrowings and debt

 

 

3,630

 

 

 

1,083

 

 

 

277

 

 

 

19,614

 

 

 

24,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available lines of credit

 

 

235,433

 

 

 

—

 

 

 

—

 

 

 

83,932

 

 

 

319,365

 

Other loan commitments

 

 

162,819

 

 

 

26,194

 

 

 

—

 

 

 

1,188

 

 

 

190,201

 

Letters of credit

 

 

23,381

 

 

 

656

 

 

 

452

 

 

 

200

 

 

 

24,689

 

Total credit commitments

 

 

421,633

 

 

 

26,850

 

 

 

452

 

 

 

85,320

 

 

 

534,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vendor Contracts

 

 

3,951

 

 

 

7,868

 

 

 

2,623

 

 

 

—

 

 

 

14,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Obligations

 

$

430,719

 

 

$

38,286

 

 

$

5,481

 

 

$

110,062

 

 

$

584,548

 

 

OFF-BALANCE SHEET ARRANGEMENTSARRANGEMENTS.

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our assessment of our sensitivity to market risk since itsour presentation in our 20162020 Annual Report. Please refer to Item 7A of the 20162020 Annual Report for additional information.


ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussion regarding required disclosure.


Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

We are subject to claims and legal actions in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.

ITEM 1A.RISK FACTORS.

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 20162020 Annual Report. There are no material changes in the risk factors relevant to our operations.operations since December 31, 2020.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended SeptemberJune 30, 2017.2021.

Period Total Number of Shares Purchased Average Price Paid per Share($) Total Number of Shares Purchased
as Part of
Publicly
Announced Programs		 Maximum
Number of Shares that May Yet Be Purchased Under
the Program(1)(2)
April 1 - 30, 2021 168,917 8.44 168,917 158,019
May 1 - 31, 2021 206,366 8.31 206,366 2,351,653
June 1 - 30, 2021 260,638 8.30 260,368 2,091,015
   Total 635,921 8.34 635,921 2,091,015

 

Period  Total Number
of Shares
Purchased		  Average Price
Paid per
Share ($)		  Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Programs		  Maximum
Number of
Shares that May
Yet Be
Purchased
Under the
Program (1)		 
July 1 - 31, 2017   —   —   —   3,011,837 
August 1 - 31, 2017   99,589   9.87   99,589   2,912,248 
September 1 - 30, 2017   153,705   10.51   153,705   2,758,543 
Total   253,294   10.26   253,294   2,758,543 

(1)On January 31, 2017,October 27, 2020 the Board of Directors authorized an additional stock repurchase programplan under which the Company may purchase up to 3,047,0001,300,000 shares, or 5%, of its outstanding common stock.

(2)On April 27, 2021 the Board of Directors authorized an additional stock repurchase plan under which the Company may purchase up to 2,400,000 shares, or 10%, of its outstanding common stock.

There were no sales by us of unregistered securities during the three months ended SeptemberJune 30, 2017.2021.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.


ITEM 6.EXHIBITS.

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.


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 on November 7, 2017.

Western New England Bancorp, Inc.
By:/s/ James C. Hagan
James C. Hagan
President and Chief Executive Officer
By:/s/ Guida R. Sajdak
Guida R. Sajdak
Executive Vice President and Chief Financial
Officer

 

50

 

ITEM 4.MINE SAFETY DISCLOSURE.

EXHIBIT INDEXNot applicable.

ITEM 5.OTHER INFORMATION.

None.

ITEM 6.EXHIBITS.

Exhibit
Number

 

Exhibit Description

2.13.2 Agreement and Plan of Merger, dated as of April 4, 2016, by and between Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) and Chicopee Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission on April 7, 2016).
3.2Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 26, 2016).

3.3 
3.3Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 2, 2017).

4.1 
4.1Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).

10.1 Change of Control Agreement between John Bonini and Western New England Bancorp, Inc. dated as of January 1, 2021 (incorporated by reference to Exhibit 10.22 of the Form 10-K filed with the SEC on March 11, 2021).

31.1*10.2 Change of Control Agreement between Christine Phillips and Western New England Bancorp, Inc. dated as of January 1, 2021 (incorporated by reference to Exhibit 10.23 of the Form 10-K filed with the SEC on March 11, 2021).

10.3Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form S-8 filed with the SEC on May 19, 2021).

10.4Form of Incentive Stock Option Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form S-8 filed with the SEC on May 19, 2021).

10.5Form of Non-Qualified Stock Option Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form S-8 filed with the SEC on May 19, 2021).

10.6Form of Director Incentive Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 of the Form S-8 filed with the SEC on May 19, 2021).

10.7Form of Restricted Stock Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-8 filed with the SEC on May 19, 2021).

10.8Form of Long-Term Incentive and Retention Equity Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of the Form S-8 filed with the SEC on May 19, 2021).

31.1*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* 
31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* 
32.1*Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* 
32.2*Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 51

101** 
101**Financial statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended SeptemberJune 30, 2017,2021, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

*Filed herewith.

**Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 52

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 on August 6, 2021.

Western New England Bancorp, Inc.
By:/s/ James C. Hagan
James C. Hagan
President and Chief Executive Officer
By:/s/ Guida R. Sajdak
Guida R. Sajdak
Executive Vice President and Chief Financial Officer