UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30, 2020~~March 31, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________________

Commission File No. 001-39090

Provident Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Maryland		84-4132422
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

5 Market Street, Amesbury, Massachusetts		01913
(Address of Principal Executive Offices)		Zip Code

(978) 834-8555

(Registrant’s telephone number)


	N/A

(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 class	Trading Symbol	Name of each exchange on which registered
Common stock	PVBC	The NASDAQ Stock Market LLC

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 requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large Accelerated Filer	o	Accelerated Filer	xo
Non-accelerated Filer	ox	Smaller Reporting Company	x
Emerging Growth Company	xo

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. xo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

As of ~~August 3, 2020,~~May 6, 2021, there were ~~19,472,310~~18,335,142 shares of the Registrant’s common stock, $0.01 par value per share, outstanding.

‎

Provident Bancorp, Inc.

Form 10-Q


Part I.	Financial Information	Page

Item 1.	Interim Financial Statements	2

	Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 (unaudited) and December 31, ~~2019~~2020	2

	Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	3

	Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	4

	Consolidated Statements of Changes in Shareholders’ Equity for the Three ~~and Six~~ Months Ended ~~June,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	2928

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4540

Item 4.	Controls and Procedures	4540

Part II.	Other Information	4641

Item 1.	Legal Proceedings	4540

Item 1A.	Risk Factors	4640

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4640

Item 3.	Defaults upon Senior Securities	4641

Item 4.	Mine Safety Disclosures	4641

Item 5.	Other Information	4641

Item 6.	Exhibits	4742

Signatures		4843

Part I.Financial Information

Item 1.Financial Statements

PROVIDENT BANCORP, INC.

CONSOLIDATED BALANCE SHEETS



	At		At		At		At
	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
(Dollars in thousands)	(unaudited)				(unaudited)
Assets
Cash and due from banks	$	12,327	$	11,990	$	17,560	$	11,830
Short-term investments		25,851		47,668		115,313		71,989
Cash and cash equivalents		38,178		59,658		132,873		83,819
Debt securities available-for-sale (at fair value)		36,992		41,790		34,629		32,215
Federal Home Loan Bank stock, at cost		1,050		1,416		895		895
Loans, net of allowance for loan losses of $17,158 and $13,844 as of
June 30, 2020 and December 31, 2019, respectively		1,265,091		959,286
Loans, net of allowance for loan losses of $19,032 and $18,518 as of
March 31, 2021 and December 31, 2020, respectively						1,308,136		1,314,810
Bank owned life insurance		36,225		26,925		36,903		36,684
Premises and equipment, net		14,771		14,728		14,655		14,716
Accrued interest receivable		4,756		2,854		6,456		6,371
Right-of-use assets		4,336		3,713		4,219		4,258
Other assets		13,413		11,418		13,126		12,013
Total assets	$	1,414,812	$	1,121,788	$	1,551,892	$	1,505,781

Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing	$	361,022	$	222,088	$	431,028	$	383,079
Interest-bearing		759,463		627,817		854,196		854,349
Total deposits		1,120,485		849,905		1,285,224		1,237,428
Borrowings		42,021		24,998
Long-term borrowings						13,500		13,500
Operating lease liabilities		4,534		3,877		4,463		4,488
Other liabilities		11,450		12,075		14,563		14,509
Total liabilities		1,178,490		890,855		1,317,750		1,269,925
Shareholders' equity:
Preferred stock; authorized 50,000 shares:
0 shares issued and outstanding		—		—		—		—
Common stock, $0.01 par value, 100,000,000 shares authorized;
19,472,310 and 19,473,818 shares issued and outstanding
at June 30, 2020 and December 31, 2019, respectively		195		195
18,574,127 and 19,047,544 shares issued and outstanding
at March 31, 2021 and December 31, 2020, respectively						186		191
Additional paid-in capital		146,778		146,174		133,981		139,450
Retained earnings		98,057		94,159		108,273		104,508
Accumulated other comprehensive income		1,002		458		873		1,058
Unearned compensation - ESOP		(9,710)		(10,053)		(9,171)		(9,351)
Total shareholders' equity		236,322		230,933		234,142		235,856
Total liabilities and shareholders' equity	$	1,414,812	$	1,121,788	$	1,551,892	$	1,505,781

The accompanying notes are an integral part of the unaudited consolidated financial statements.

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME



	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
(Dollars in thousands, except per share data)	(unaudited)								(unaudited)
Interest and dividend income:
Interest and fees on loans	$	14,391	$	12,270	$	28,151	$	23,969	$	15,697	$	13,760
Interest and dividends on securities		259		420		517		824
Interest and dividends on debt securities available-for-sale										169		258
Interest on short-term investments		4		41		75		67		23		71
Total interest and dividend income		14,654		12,731		28,743		24,860		15,889		14,089
Interest expense:
Interest on deposits		1,443		1,531		3,089		2,968		911		1,646
Interest on borrowings		176		599		547		1,133		70		371
Total interest expense		1,619		2,130		3,636		4,101		981		2,017
Net interest and dividend income		13,035		10,601		25,107		20,759		14,908		12,072
Provision for loan losses		872		1,354		3,971		2,816		753		3,099
Net interest and dividend income after provision for loan losses		12,163		9,247		21,136		17,943		14,155		8,973
Noninterest income:
Customer service fees on deposit accounts		264		356		616		685		379		352
Service charges and fees - other		261		506		721		918		350		460
Gain on sale of securities, net		—		—		—		113
Bank owned life insurance income		171		173		350		350		219		179
Other income		8		21		27		36		70		19
Total noninterest income		704		1,056		1,714		2,102		1,018		1,010
Noninterest expense:
Salaries and employee benefits		5,799		4,274		11,201		8,568		6,477		5,402
Occupancy expense		429		550		870		1,194		412		441
Equipment expense		144		109		281		215		122		137
Deposit insurance										106		31
Data processing		195		150		396		354		321		225
Marketing expense		71		69		135		124		37		64
Professional fees		367		496		753		918		431		386
Directors' compensation		171		188		365		369		254		194
Software depreciation and implementation		238		182		438		345		246		200
Write down of note receivable		—		—		500		—
Write down of other assets and receivables										—		500
Other		947		865		1,728		1,542		807		726
Total noninterest expense		8,361		6,883		16,667		13,629		9,213		8,306
Income before income tax expense		4,506		3,420		6,183		6,416		5,960		1,677
Income tax expense		1,256		889		1,702		1,667		1,663		446
Net income	$	3,250	$	2,531	$	4,481	$	4,749	$	4,297	$	1,231

Earnings per share: (1)
Earnings per share:
Basic	$	0.18	$	0.13	$	0.25	$	0.25	$	0.25	$	0.07
Diluted	$	0.18	$	0.13	$	0.25	$	0.25	$	0.24	$	0.07
Weighted Average Shares: (1)
Weighted Average Shares:
Basic		18,150,106		18,758,735		18,131,421		18,744,781		17,263,759		18,115,970
Diluted		18,179,858		18,895,918		18,197,646		18,856,903		17,558,160		18,261,282

(1) Amounts related to periods prior to the date of the Conversion (October 16, 2019) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (2.0212-to-one).

The accompanying notes are an integral part of the unaudited consolidated financial statements.

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
(In thousands)
Net income	$	3,250	$	2,531	$	4,481	$	4,749	$	4,297	$	1,231
Other comprehensive income:
Unrealized holding gains arising during the period on debt securities available-for-sale		721		760		731		975
Reclassification adjustment for realized gains in net income		—		—		—		(113)
Unrealized holding (losses) gains arising during the period on debt securities available-for-sale										(244)		10
Unrealized gain		721		760		731		862		(244)		10
Income tax effect		(160)		(190)		(187)		(223)		59		(27)
Total other comprehensive income		561		570		544		639
Total other comprehensive loss										(185)		(17)
Comprehensive income	$	3,811	$	3,101	$	5,025	$	5,388	$	4,112	$	1,214

The accompanying notes are an integral part of the unaudited consolidated financial statements.

‎

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)



	For the three months ended June 30, 2020 and 2019																For the three months ended March 31, 2021 and 2020
									Accumulated																Accumulated
	Shares of				Additional				Other		Unearned						Shares of				Additional				Other		Unearned
	Common		Common		Paid-in		Retained		Comprehensive		Compensation		Treasury				Common		Common		Paid-in		Retained		Comprehensive		Compensation
(In thousands, except share data)	Stock (1)		Stock		Capital		Earnings		Income (Loss)		ESOP		Stock		Total		Stock		Stock		Capital		Earnings		Income (Loss)		ESOP		Total
Balance, March 31, 2020		19,476,248	$	195	$	146,500	$	95,390	$	441	$	(9,868)	$	—	$	232,658
Balance, December 31, 2020																		19,047,544	$	191	$	139,450	$	104,508	$	1,058	$	(9,351)	$	235,856
Net income		—		—		—		3,250		—		—		—		3,250		—		—		—		4,297		—		—		4,297
Dividends declared ($0.03 per share)		—		—		—		(583)		—		—		—		(583)		—		—		—		(532)		—		—		(532)
Other comprehensive income		—		—		—		—		561		—		—		561
Other comprehensive loss																		—		—		—		—		(185)		—		(185)
Stock-based compensation expense, net of forfeitures		—		—		242		—		—		—		—		242		—		—		604		—		—		—		604
Restricted stock award forfeiture		(3,938)		—		—		—		—		—		—		—
Repurchase of common stock																		(473,215)		(5)		(6,177)		—		—		—		(6,182)
Shares surrendered related to tax withholdings on restricted stock awards																		(202)		—		(2)		—		—		—		(2)
ESOP shares earned		—		—		36		—		—		158		—		194		—		—		106		—		—		180		286
Balance, June 30, 2020		19,472,310	$	195	$	146,778	$	98,057	$	1,002	$	(9,710)	$	—	$	236,322
Balance, March 31, 2021																		18,574,127	$	186	$	133,981	$	108,273	$	873	$	(9,171)	$	234,142

Balance, March 31, 2019		19,447,627	$	—	$	46,236	$	85,569	$	(186)	$	(2,559)	$	(788)	$	128,272
Balance, December 31, 2019																		19,473,818	$	195	$	146,174	$	94,159	$	458	$	(10,053)	$	230,933
Net income		—		—		—		2,531		—		—		—		2,531		—		—		—		1,231		—		—		1,231
Other comprehensive income		—		—		—		—		570		—		—		570
Other comprehensive loss																		—		—		—		—		(17)		—		(17)
Stock-based compensation expense		—		—		245		—		—		—		—		245		—		—		261		—		—		—		261
Restricted stock award grant forfeiture																		2,430		—		—		—		—		—		—
ESOP shares earned		—		—		86		—		—		59		—		145		—		—		65		—		—		185		250
Balance, June 30, 2019		19,447,627	$	—	$	46,567	$	88,100	$	384	$	(2,500)	$	(788)	$	131,763
Balance, March 31, 2020																		19,476,248	$	195	$	146,500	$	95,390	$	441	$	(9,868)	$	232,658

For the six months ended June 30, 2020 and 2019
Accumulated
Shares of
Additional
Other
Unearned
Common
Common
Paid-in
Retained
Comprehensive
Compensation
Treasury
(In thousands, except share data)
Stock (1)
Stock
Capital
Earnings
Income (Loss)
ESOP
Stock
Total
Balance, December 31, 2019
19,473,818
$
195
$
146,174
$
94,159
$
458
$
(10,053)
$
—
$
230,933
Net income
—
—
—
4,481
—
—
—
4,481
Dividends declared ($0.03 per share)
—
—
—
(583)
—
—
—
(583)
Other comprehensive income
—
—
—
—
544
—
—
544
Stock-based compensation expense, net of forfeitures
—
—
503
—
—
—
—
503
Restricted stock award grants net of forfeitures
(1,508)
—
—
—
—
—
—
—
ESOP shares earned
—
—
101
—
—
343
—
444
Balance, June 30, 2020
19,472,310
$
195
$
146,778
$
98,057
$
1,002
$
(9,710)
$
—
$
236,322
Balance, December 31, 2018
19,455,503
$
—
$
45,895
$
83,351
$
(255)
$
(2,619)
$
(788)
$
125,584
Net income
—
—
—
4,749
—
—
—
4,749
Other comprehensive income
—
—
—
—
639
—
—
639
Stock-based compensation expense, net of forfeitures
—
—
510
—
—
—
—
510
Restricted stock award forfeiture
(7,876)
—
—
—
—
—
—
—
ESOP shares earned
—
—
162
—
—
119
—
281
Balance, June 30, 2019
19,447,627
$
—
$
46,567
$
88,100
$
384
$
(2,500)
$
(788)
$
131,763

The accompanying notes are an integral part of the unaudited consolidated financial statements.
‎

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended				Three Months Ended
	June 30,				March 31,
(In thousands)	2020		2019		2021		2020
Cash flows from operating activities:
Net income	$	4,481	$	4,749	$	4,297	$	1,231
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of securities premiums, net of accretion		144		97		51		78
ESOP expense		444		281		286		250
Gain on sale of securities, net		—		(113)
Change in deferred loan fees, net		3,198		357		864		494
Provision for loan losses		3,971		2,816		753		3,099
Depreciation and amortization		538		768		252		266
Gain on disposals of premises and equipment		—		(9)
Increase in accrued interest receivable		(1,652)		(588)		(85)		(132)
Deferred tax benefit		(1,977)		(185)		(634)		—
Share-based compensation expense		503		510		604		261
Bank owned life insurance income		(350)		(350)		(219)		(179)
Principal repayments of operating lease obligations		(36)		(36)		(25)		(15)
Increase in other assets		(186)		(1,804)
Decrease in other liabilities		(625)		(2,129)
(Increase) decrease in other assets						(419)		25
Increase (decrease) in other liabilities						54		(1,275)
Net cash provided by operating activities		8,453		4,364		5,779		4,103

Cash flows from investing activities:
Purchases of debt securities available-for-sale		—		(13,729)		(5,038)		—
Proceeds from sales of debt securities available-for-sale		—		13,565
Proceeds from pay downs, maturities and calls of debt securities available-for-sale		5,385		3,855		2,329		2,641
Redemption (purchase) of Federal Home Loan Bank stock		366		(1,186)
Purchase of Federal Home Loan Bank stock						—		(1,320)
Loan originations and purchases, net of paydowns		(246,302)		(52,771)		5,057		(106,917)
Cash paid for warehouse asset purchase, net (1)		(66,962)		—
Cash paid for mortgage warehouse asset purchase, net						—		(66,962)
Additions to premises and equipment		(490)		(3,698)		(153)		(420)
Proceeds from the sale of equipment		—		85
Additions to other real estate owned		—		(64)
Purchase of bank owned life insurance		(8,950)		—
Net cash used in investing activities		(316,953)		(53,943)		2,195		(172,978)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

‎

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)



	Six Months Ended				Three Months Ended
	June 30,				March 31,
(In thousands)	2020		2019		2021		2020
Cash flows from financing activities:
Net increase in noninterest-bearing accounts		138,934		24,204		47,949		22,639
Net increase in interest-bearing accounts		131,646		11,102
Net (decrease) increase in interest-bearing accounts						(153)		20,988
Repurchase of common stock						(6,182)		—
Cash dividends paid on common stock		(583)		—		(532)		—
Net change in short-term borrowings		25,023		13,941		—		100,012
Payments made on Federal Home Loan Bank long-term advances		(8,000)		—
Shares surrendered related to tax withholdings on restricted stock awards						(2)		—
Net cash provided by financing activities		287,020		49,247		41,080		143,639

Net decrease in cash and cash equivalents		(21,480)		(332)
Net increase (decrease) in cash and cash equivalents						49,054		(25,236)
Cash and cash equivalents at beginning of period		59,658		28,613		83,819		59,658
Cash and cash equivalents at end of period	$	38,178	$	28,281	$	132,873	$	34,422

Supplemental disclosures:
Interest paid	$	3,636	$	4,126	$	981	$	2,017
Income taxes paid		3,380		2,391		423		329
Reclassification of premises and equipment to other assets		3		—		—		3
Recognition of right-of-use assets		693		3,836		—		693
Recognition of operating lease liabilities		693		3,938		—		693
Reclassification of accrued rent from other liabilities to premises and equipment		—		102

~~(1) See Note 15 for information regarding the warehouse asset purchase.~~

The accompanying notes are an integral part of the unaudited consolidated financial statements.

‎

PROVIDENT BANCORP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited financial statements of Provident Bancorp, Inc., a Maryland corporation (the “Company”), were prepared in accordance with the instructions for Form 10-Q and with Regulation S-X and do not include information or footnotes necessary for a complete presentation of the financial condition, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). However, in the opinion of management, all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the ~~three and six month periods~~three-month period ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results that may be expected for future periods, including the entire fiscal year. Certain amounts in ~~2019~~2020 have been reclassified to be consistent with the ~~2020~~2021 consolidated financial statement presentation and had no effect on the net income reported in the consolidated ~~statement~~statements of income. These financial statements should be read in conjunction with the annual financial statements and notes thereto included in the annual report on Form 10-K the Company filed with the Securities and Exchange Commission (the “SEC”) on March ~~13, 2020.~~26, 2021.

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, The Provident Bank ~~which also operates under~~(“BankProv” or the ~~name BankProv (the~~ “Bank”), and the Bank’s wholly owned subsidiaries, Provident Security Corporation, and 5 Market Street Security Corporation. Provident Security Corporation and 5 Market Street Security Corporation were established to buy, sell, and hold investments for their own account. All significant inter-company balances and transactions have been eliminated in consolidation.

(2) Corporate Structure

The Company is a Maryland corporation ~~that was incorporated in June 2019~~whose primary purpose is to beact as the successor corporation to Provident Bancorp, Inc. (“Old Provident”), a Massachusetts corporation, upon completion of the second-step mutual-to-stock conversion (the “Conversion”) of Provident Bancorp (the “MHC”), the top tier mutual holding company of Old Provident. Old Provident was the former mid-tier holding company for the Bank. Prior to completion of the Conversion, approximately 52% of the shares of common stock of Old Provident were owned by the MHC. In conjunction with the Conversion, the MHC was merged into the Company (and ceased to exist) and the Company became its successor under the name Provident Bancorp, Inc. The Conversion was completed on October 16, 2019. The Company raised gross proceeds of $102.1 million by selling 10,212,397 shares of common stock at $10.00 per share in the second-step stock offering. The Company utilized $8.2 million of the proceeds to lend to its Employee Stock Ownership Plan (“ESOP”) for the acquisition of an additional 816,992 shares at $10.00 per share. Expenses incurred related to the offering were $2.4 million, and have been recorded against offering proceeds. The Company invested $45.8 million of the net proceeds it received from the sale into the Bank’s operations and has retained the remaining amount for general corporate purposes. Concurrent with the completion of the stock offering, each share of Old Provident common stock owned by public stockholders (stockholders other than the MHC) was exchanged for 2.0212 shares of Company common stock. A total of 19,484,343 shares of common stock were outstanding following the completion of the stock offering.

The Bank, headquartered in Amesbury, Massachusetts, operates its business from 7 banking offices located in Amesbury and Newburyport, Massachusetts and Portsmouth, Exeter, Bedford, and Seabrook, New Hampshire. The Bank also has 2 loan production offices in Boston, Massachusetts and Ponte Vedra, Florida. ~~The Bank provides a variety of financial services to small businesses and individuals. Its~~Our primary deposit products are checking, savings and term certificate accounts and ~~its~~our primary lending products are commercial mortgages and commercial loans. BankProv is a commercial bank for corporate clients, specializing in offering adaptive and technology-first banking solutions to niche markets, including cryptocurrency, renewable energy, fin-tech and search fund lending.

(3) COVID-19

~~The outbreak~~Since the distribution of COVID-19 vaccinations began in December, significant progress has been made to combat the spread of the virus and as a result, there has been an uptick in economic activity, particularly those industries that had been most heavily impacted by the economic downturn caused by the COVID-19 pandemic. Despite the progress, COVID-19 has caused significant disruption in the U.S. economy and has adversely impacted a broad range of industries in which the Company’s customers operate ~~and~~which could impair their ability to fulfill their financial obligations. The World Health Organization declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities were to be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruption in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.

The U.S. government and regulatory agencies have taken several actions to provide support to the U.S. economy. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes extensive emergency funding for hospitals and providers. In addition to the general impact of the COVID-19 pandemic, certain provisions of the CARES Act, as well as other recent legislative and regulatory relief efforts, are expected to have a material impact on the Company’s operations. Also, the actions of the Board of Governors of the Federal Reserve System (the “FRB”) to combat the

economic contraction caused by the COVID-19 pandemic, including the reduction of the target federal funds rate and quantitative easing programs, could, if prolonged, adversely affect the Company’s net interest income and margins, and profitability.

Federal banking agencies issued guidance encouraging financial institutions to work with borrowers that may be unable to meet contractual obligations due to the effects of COVID-19. In addition, section 4013 of the CARES Act states, “banks may elect not to categorize loan modifications as TDRs [troubled debt restructurings] if they are (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020.” The Company did not classify any modifications related to COVID-19 which met other CARES Act conditions as TDRs.

The Company implemented its business continuity and pandemic plans, which include remote working arrangements for the majority of its workforce. While there has been no material impact to the Company’s employees as of this report date, if COVID-19 escalates further it could also potentially create business continuity issues. The Company does not currently anticipate significant challenges to its ability to maintain systems and controls in light of the measures the Company has taken to prevent the spread of COVID-19. While itIt is not possible to know the full extent of these impacts as of the date of this filing, detailed below are potentially material items of which we are aware.

Congress, the President, and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a $2 trillion legislative package, was signed into law at the end of March 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under U.S. GAAP related to trouble debt restructurings (TDR) for a limited period of time to account for the effects of COVID-19. Additionally, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act was enacted on December 27, 2020, providing for a second round of PPP loans (“PPP-2”). Also on December 27, 2020, the Consolidated Appropriations Act (“CAA”) was signed into law. Section 541 of the CAA extends the provision in Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings”, to January 1, 2022. The Federal Reserve also took actions to mitigate the economic impact of the COVID-19 pandemic, including cutting the federal funds rate 150 basis points and targeting a 0 to 25 basis point rate. In addition to the general impact of the COVID-19 pandemic, certain provisions of the CARES Act as well as other legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations.

The Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the Economic Aid Act) amended the PPP by extending the authority of the SBA to guarantee loans and the ability of PPP lenders to disburse PPP loans until March 31, 2021. The PPP Extension Act of 2021, which was enacted on March 30, 2021, extends the PPP application deadline to May 31, 2021, and provides the SBA additional time to process applications through June 30, 2021.

Financial position and results of operations

~~The Company’s fee income will be reduced due to COVID-19.~~ In keeping with the guidance from regulators, the Company ~~is actively working~~continues to work with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds, account maintenance, minimum balance, and ATM fees. These reductions in fees are thought to be temporary in conjunction with the length of the expected COVID-19 related economic crisis. ~~At this time,~~Management continues to monitor and measure the ~~Company is unable to project the materiality of such an impact.~~

~~The Company’s interest income could be reduced due to COVID-19.~~impact on its assets and operations. In ~~keeping with the guidance from the regulators,~~addition, the Company is actively working with COVID-19 affected borrowers, in accordance with the guidance from regulators, to defer payments, interest and fees. ~~While interest~~Management continues to monitor and ~~fees will accrue to income through normal GAAP accounting, should eventual credit losses~~measure the impact and potential future impact on ~~these deferred payments emerge, interest income and fees accrued would need to be reversed. As a result, interest income in future periods could be negatively impacted.~~operations.

Allowance for loan losses

Continued uncertainty regarding the severity and duration of the COVID-19 pandemic and related economic effects will continue to affect the accounting for credit losses, which could cause the provision for loan losses to increase. It also is possible that asset quality could worsen, expenses associated with collection efforts could increase and loan charge-offs could increase. The Company is actively participating in the Small Business Administration’s (“~~SBA’s”~~SBA”) Paycheck Protection Program (“PPP”), providing loans to small businesses negatively impacted by the COVID-19 pandemic. PPP loans are fully guaranteed by the U.S. government; if that should change, the Company could be required to increase its allowance for loan losses through an additional provision for loan losses charged to earnings.

In accordance with guidance issued by federal banking agencies, the Company is actively working with borrowers that may be unable to meet contractual obligations due to the effects of ~~COVID-19. As~~COVID-19 by providing modifications to allow for deferral of ~~June 30, 2020, the Company modified 287 loans totaling $264.2 million~~interest or ~~20.6% of the total loan portfolio.~~principal and interest payments on an as-needed and case-by-case basis. In order to mitigate the risk associated with these modifications the Company has incorporated covenants that require borrowers to submit quarterly financial statements, ~~prohibits~~prohibit them from distributing funds to any owner or stockholder (with the exception of payroll) and also ~~prohibits~~prohibit them from making any payments on debt owed to subordinated debt holders for the duration of their modification. If borrowers are unable to return to their normal payment plan following their modification period, the Company could be required to increase its allowance for loan losses through an additional provision for loan losses charged to earnings.

Valuation

Valuation and fair value measurement challenges may occur. For example, COVID-19 could cause a further and sustained decline in the financial markets or the occurrence of what management would deem a valuation triggering event that could result in an impairment charge to earnings, such as our investment securities.

(4) Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): “Measurement of Credit Losses on Financial Instruments.” The ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace the current “incurred loss” model and can result in the earlier recognition of credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. On October 16, 2019, FASB approved a delay on the implementation until January 2023 for smaller reporting companies as defined by the SEC. The amendments in this update will be effective for the Company on January 1, 2023. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact of its pending adoption of this guidance on the Company’s financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): “Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU ~~eliminates, adds~~eliminated, added and ~~modifies~~modified certain disclosure requirements for fair value measurements. Among the changes, entities ~~will~~are no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but ~~will be~~are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The Company adopted the provision of ASU 2018-13 effective January 1, 2020 and the adoption did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU simplifies the accounting for income taxes and is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Certain provisions under ASU 2019-12 require prospective application, some require modified retrospective application through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, while other provisions require retrospective application to all periods presented in the consolidated financial statements upon adoption. The ~~adoption~~Company adopted the provision of ASU 2019-12 iseffective January 1, 2021 and the adoption did not ~~expected to~~ have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), to ease the potential burden in accounting for recognizing the effects of reference rate reform on financial reporting. Such challenges include the accounting and operational implications for contract modifications and hedge accounting. The provisions in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to loan and lease agreements, contracts, hedging relationships, and other transactions affected by reference rate reform. These provisions apply to contract modifications that reference LIBOR or another reference rate expected to be discounted because of reference rate reform. Qualifying modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification would be considered "minor" so that any existing unamortized deferred loan origination fees and costs would carry forward and continue to be amortized. Qualifying modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for hedge accounting.

ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022, with adoption permitted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected, the amendments must be applied prospectively for all eligible contract modifications. The Company is currently evaluating the effect that this ASU will have on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-08, Receivables (Topic 310) – Nonrefundable Fees and Other Costs (“ASU 2020-08”), to provide further clarification and update the previously issued guidance in ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). ASU 2017-08 shortened the amortization period for certain callable debt securities purchased at a premium by requiring that the premium be amortized to the earliest call date. The Company early adopted the provisions of ASU 2017-08, effective January 1, 2017. ASU 2017-08 requires that at each reporting period, to the extent that the amortized cost of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess premium should be amortized to the next call date. ASU 2020-08 is effective for fiscal years ending after December 15, 2020 and early adoption was not permitted. The provisions under ASU 2020-08 are required to be applied prospectively. The Company adopted the provision of ASU 2020-08 effective January 1, 2021 and the adoption did not have a material impact on the consolidated financial statements.

(5) Investment Securities

The following summarizes the amortized cost and fair value of ~~investment~~ securities ~~classified as~~ available-for-sale ~~and their approximate fair values~~ at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:



	Amortized		Gross		Gross				Amortized		Gross		Gross
	Cost		Unrealized		Unrealized		Fair		Cost		Unrealized		Unrealized		Fair
(In thousands)	Basis		Gains		Losses		Value		Basis		Gains		Losses		Value
June 30, 2020
March 31, 2021
State and municipal securities	$	10,519	$	582	$	—	$	11,101	$	9,872	$	538	$	—	$	10,410
Asset-backed securities		4,906		220		—		5,126		9,235		196		—		9,431
Government mortgage-backed securities		20,241		536		12		20,765		14,366		430		8		14,788
Total debt securities available-for-sale	$	35,666	$	1,338	$	12	$	36,992	$	33,473	$	1,164	$	8	$	34,629
December 31, 2019
December 31, 2020
State and municipal securities	$	10,808	$	398	$	—	$	11,206	$	10,211	$	683	$	—	$	10,894
Asset-backed securities		5,433		71		4		5,500		4,432		278		—		4,710
Government mortgage-backed securities		24,954		197		67		25,084		16,172		449		10		16,611
Total debt securities available-for-sale	$	41,195	$	666	$	71	$	41,790	$	30,815	$	1,410	$	10	$	32,215

The scheduled maturities of debt securities at ~~June 30, 2020~~March 31, 2021 are summarized in the table below. Actual maturities of mortgage-backed securities may differ from contractual maturities because the mortgages underlying the securities may be repaid without any penalties. Because mortgage-backed securities are not due at a single maturity date, they are not included in the maturity categories in the following maturity summary.



	Available-for-Sale				Available-for-Sale
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
Due after one year through five years	$	1,204	$	1,229	$	591	$	636
Due after five years through ten years		912		917		912		917
Due after ten years		8,403		8,955		8,369		8,857
Government mortgage-backed securities		20,241		20,765		14,366		14,788
Asset-backed securities		4,906		5,126		9,235		9,431
	$	35,666	$	36,992	$	33,473	$	34,629

There were 0 realized gains or losses on sales and calls during the ~~six~~three months ended ~~June 30,~~March 31, 2021 or March 31, 2020. ~~During the six months ended June 30, 2019, gross realized gains on sales and calls were $216,000, and gross realized losses were $103,000.~~

Securities with carrying amounts of ~~$25.9~~$19.2 million and ~~$30.6~~$21.3 million were pledged to secure available borrowings with the Federal Reserve Bank and Federal Home Loan Bank at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Other-than-temporary impairment assessment: Management assesses whether the decline in fair value of investment securities is other-than-temporary on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates impairments in value both qualitatively and quantitatively to assess whether they are other-than-temporary.

The aggregate fair value and unrealized losses of securities that have been in a continuous unrealized loss position for less than twelve months and for twelve months or longer are as follows at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



	Less than 12 Months				12 Months or Longer				Total				Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In thousands)	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
June 30, 2020
March 31, 2021
Temporarily impaired securities:
Government mortgage-backed securities	$	402	$	3	$	509	$	9	$	911	$	12	$	—	$	—	$	750	$	8	$	750	$	8
Total temporarily impaired debt securities	$	402	$	3	$	509	$	9	$	911	$	12	$	—	$	—	$	750	$	8	$	750	$	8

December 31, 2019
December 31, 2020
Temporarily impaired securities:
Asset-backed securities	$	606	$	4	$	—	$	—	$	606	$	4
Government mortgage-backed securities		5,207		8		5,418		59		10,625		67	$	—	$	—	$	817	$	10	$	817	$	10
Total temporarily impaired debt securities	$	5,813	$	12	$	5,418	$	59	$	11,231	$	71	$	—	$	—	$	817	$	10	$	817	$	10

Government mortgage-backed securities: The gross unrealized losses on government mortgage-backed securities were primarily attributable to relative changes in interest rates since the time of purchase. Management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities. Furthermore, the Company does not intend to sell these securities and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of their cost basis, which may be maturity. Therefore, management does not consider these investments to be other-than-temporarily impaired at ~~June 30, 2020.~~March 31, 2021.

(6) Loans

A summary of loans is as follows:



	At		At
	March 31,		December 31,
(In thousands)	2021		2020
Commercial real estate	$	435,034	$	438,949
Commercial (1)		585,352		565,976
Residential real estate		29,901		32,785
Construction and land development		33,778		28,927
Consumer		4,136		5,547
Mortgage warehouse		244,066		265,379
		1,332,267		1,337,563
Allowance for loan losses		(19,032)		(18,518)
Deferred loan fees, net (2)		(5,099)		(4,235)
Net loans	$	1,308,136	$	1,314,810

At
At
June 30,
December 31,
2020
2019
(Dollars in thousands)
Amount
Amount
Commercial real estate
$
421,836
$
418,356
Commercial
760,828
451,791
Residential real estate
39,401
45,695
Construction and land development
57,087
46,763
Consumer
8,507
12,737
1,287,659
975,342
Allowance for loan losses
(17,158)
(13,844)
Deferred loan fees, net
(5,410)
(2,212)
Net loans
$
1,265,091
$
959,286

(1)Includes $57.5 million and $41.8 million in PPP loans at March 31, 2021 and December 31, 2020, respectively.

(2)Includes $1.7 million and $933,000 in deferred fees related to PPP loans at March 31, 2021 and December 31, 2020, respectively.

The following tables set forth information regarding the activity in the allowance for loan losses by portfolio segment for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:



	For the three months ended June 30,
(In thousands)	Commercial Real Estate		Commercial		Residential Real Estate		Construction and Land Development		Consumer		Unallocated		Total		Commercial Real Estate		Commercial		Residential ‎Real ‎Estate		Construction and Land Development		Consumer		Mortgage Warehouse		Unallocated		Total
Allowance for loan losses:

Balance at March 31, 2020	$	6,499	$	8,057	$	213	$	789	$	1,049	$	67	$	16,674
Balance at December 31, 2020															$	6,095	$	10,543	$	184	$	447	$	586	$	663	$	—	$	18,518
Charge-offs		—		(142)		—		—		(284)		—		(426)		(150)		(43)		—		—		(156)		—		—		(349)
Recoveries		—		—		—		—		38		—		38		81		—		—		—		29		—		—		110
Provision (credit)		259		472		(6)		166		48		(67)		872		76		1,012		(29)		5		(14)		(297)		—		753
Balance at June 30, 2020	$	6,758	$	8,387	$	207	$	955	$	851	$	—	$	17,158
Balance at March 31, 2021															$	6,102	$	11,512	$	155	$	452	$	445	$	366	$	—	$	19,032

Balance at March 31, 2019	$	4,247	$	5,746	$	240	$	734	$	812	$	78	$	11,857
Balance at December 31, 2019															$	6,104	$	6,086	$	254	$	749	$	650	$	—	$	1	$	13,844
Charge-offs		—		(1,190)		—		—		(266)		—		(1,456)		—		(97)		—		—		(229)		—		—		(326)
Recoveries		—		5		4		—		26		—		35		—		7		4		—		46		—		—		57
Provision (credit)		332		728		(13)		(85)		356		36		1,354		395		1,765		(45)		40		582		296		66		3,099
Balance at June 30, 2019	$	4,579	$	5,289	$	231	$	649	$	928	$	114	$	11,790
Balance at March 31, 2020															$	6,499	$	7,761	$	213	$	789	$	1,049	$	296	$	67	$	16,674

For the six months ended June 30,
(In thousands)
Commercial Real Estate
Commercial
Residential
Real
Estate
Construction and Land Development
Consumer
Unallocated
Total
Allowance for loan losses:
Balance at December 31, 2019
$
6,104
$
6,086
$
254
$
749
$
650
$
1
$
13,844
Charge-offs
—
(239)
—
—
(513)
—
(752)
Recoveries
—
7
4
—
84
—
95
Provision (credit)
654
2,533
(51)
206
630
(1)
3,971
Balance at June 30, 2020
$
6,758
$
8,387
$
207
$
955
$
851
$
—
$
17,158
Balance at December 31, 2018
$
4,152
$
5,742
$
251
$
738
$
710
$
87
$
11,680
Charge-offs
—
(2,223)
—
—
(547)
—
(2,770)
Recoveries
—
15
4
—
45
—
64
Provision (credit)
427
1,755
(24)
(89)
720
27
2,816
Balance at June 30, 2019
$
4,579
$
5,289
$
231
$
649
$
928
$
114
$
11,790

The following table sets forth information regarding the allowance for loan losses and related loan balances by portfolio segment at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



(In thousands)	Commercial Real Estate		Commercial		Residential Real Estate		Construction and Land Development		Consumer		Unallocated		Total		Commercial Real Estate		Commercial		Residential Real Estate		Construction and Land Development		Consumer		Mortgage Warehouse		Total
June 30, 2020
March 31, 2021
Allowance for loan losses:
Ending balance:
Individually evaluated
for impairment	$	1,480	$	421	$	—	$	—	$	—	$	—	$	1,901	$	—	$	3,410	$	—	$	—	$	—	$	—	$	3,410
Ending balance:
Collectively evaluated
for impairment		5,278		7,966		207		955		851		—		15,257		6,102		8,102		155		452		445		366		15,622
Total allowance for loan
losses ending balance	$	6,758	$	8,387	$	207	$	955	$	851	$	—	$	17,158	$	6,102	$	11,512	$	155	$	452	$	445	$	366	$	19,032

Loans:
Loans (1):
Ending balance:
Individually evaluated
for impairment	$	22,269	$	4,618	$	163	$	—	$	—			$	27,050	$	20,886	$	6,713	$	161	$	—	$	—	$	—	$	27,760
Ending balance:
Collectively evaluated
for impairment		399,567		756,210		39,238		57,087		8,507				1,260,609		414,148		578,639		29,740		33,778		4,136		244,066		1,304,507
Total loans ending balance	$	421,836	$	760,828	$	39,401	$	57,087	$	8,507			$	1,287,659	$	435,034	$	585,352	$	29,901	$	33,778	$	4,136	$	244,066	$	1,332,267

(1)Balances represent gross loans. The difference between gross loans versus recorded investment, which would consist of unpaid principal balance, net of charge-offs, interest payments received applied to principal and unamortized deferred loan origination fees and costs, is not material.

(In thousands)
Commercial Real Estate
Commercial
Residential Real Estate
Construction and Land Development
Consumer
Unallocated
Total
December 31, 2019
Allowance for loan losses:
Ending balance:
Individually evaluated
for impairment
$
1,508
$
174
$
—
$
—
$
—
$
—
$
1,682
Ending balance:
Collectively evaluated
for impairment
4,596
5,912
254
749
650
1
12,162
Total allowance for loan
losses ending balance
$
6,104
$
6,086
$
254
$
749
$
650
$
1
$
13,844
Loans:
Ending balance:
Individually evaluated
for impairment
$
20,990
$
3,326
$
182
$
165
$
—
$
24,663
Ending balance:
Collectively evaluated
for impairment
397,366
448,465
45,513
46,598
12,737
950,679
Total loans ending balance
$
418,356
$
451,791
$
45,695
$
46,763
$
12,737
$
975,342



(In thousands)	Commercial Real Estate		Commercial		Residential Real Estate		Construction and Land Development		Consumer		Mortgage Warehouse		Total
December 31, 2020
Allowance for loan losses:
Ending balance:
Individually evaluated
for impairment	$	—	$	2,024	$	—	$	—	$	—	$	—	$	2,024
Ending balance:
Collectively evaluated
for impairment		6,095		8,519		184		447		586		663		16,494
Total allowance for loan
losses ending balance	$	6,095	$	10,543	$	184	$	447	$	586	$	663	$	18,518

Loans (1):
Ending balance:
Individually evaluated
for impairment	$	21,039	$	4,458	$	162	$	—	$	—	$	—	$	25,659
Ending balance:
Collectively evaluated
for impairment		417,910		561,518		32,623		28,927		5,547		265,379		1,311,904
Total loans ending balance	$	438,949	$	565,976	$	32,785	$	28,927	$	5,547	$	265,379	$	1,337,563

The following tables set forth information regarding non-accrual loans and loan delinquencies by portfolio segment at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



													90 Days																90 Days
					90 Days		Total						or More								90 Days		Total						or More
	30 - 59		60 - 89		or More		Past		Total		Total		Past Due		Non-accrual		30 - 59		60 - 89		or More		Past		Total		Total		Past Due		Non-accrual
(In thousands)	Days		Days		Past Due		Due		Current		Loans		and Accruing		Loans		Days		Days		Past Due		Due		Current		Loans		and Accruing		Loans
June 30, 2020
March 31, 2021
Commercial real estate	$	—	$	—	$	786	$	786	$	421,050	$	421,836	$	—	$	20,865	$	—	$	—	$	—	$	—	$	435,034	$	435,034	$	—	$	—
Commercial		—		50		301		351		760,477		760,828		—		4,309		53		—		247		300		585,052		585,352		—		6,469
Residential real estate		328		185		721		1,234		38,167		39,401		—		844		80		345		747		1,172		28,729		29,901		—		969
Construction and
land development		—		—		—		—		57,087		57,087		—		—		—		—		—		—		33,778		33,778		—		—
Consumer		38		18		21		77		8,430		8,507		—		21		4		26		16		46		4,090		4,136		—		17
Mortgage warehouse																		—		—		—		—		244,066		244,066		—		—
Total	$	366	$	253	$	1,829	$	2,448	$	1,285,211	$	1,287,659	$	—	$	26,039	$	137	$	371	$	1,010	$	1,518	$	1,330,749	$	1,332,267	$	—	$	7,455

December 31, 2019
December 31, 2020
Commercial real estate	$	473	$	18,256	$	1,368	$	20,097	$	398,259	$	418,356	$	—	$	1,701	$	—	$	—	$	—	$	—	$	438,949	$	438,949	$	—	$	—
Commercial		529		85		484		1,098		450,693		451,791		—		2,955		4,358		—		291		4,649		561,327		565,976		—		4,198
Residential real estate		715		154		832		1,701		43,994		45,695		—		969		255		346		1,030		1,631		31,154		32,785		—		1,156
Construction and
land development		—		—		165		165		46,598		46,763		—		165		—		—		—		—		28,927		28,927		—		—
Consumer		111		58		38		207		12,530		12,737		—		37		61		21		64		146		5,401		5,547		—		65
Mortgage warehouse																		—		—		—		—		265,379		265,379		—		—
Total	$	1,828	$	18,553	$	2,887	$	23,268	$	952,074	$	975,342	$	—	$	5,827	$	4,674	$	367	$	1,385	$	6,426	$	1,331,137	$	1,337,563	$	—	$	5,419

The following tables provide information with respect to the Company’s impaired loans:


	June 30, 2020						December 31, 2019						March 31, 2021						December 31, 2020
			Unpaid						Unpaid						Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related
(In thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded:
Commercial real estate	$	1,557	$	1,557	$	—	$	2,070	$	2,082	$	—	$	20,886	$	21,108	$	—	$	21,039	$	21,312	$	—
Commercial		363		370		—		1,348		1,745		—		473		512		—		434		441		—
Residential real estate		163		163		—		182		182		—		161		161		—		162		162		—
Construction and land development		—		—		—		165		165		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—
Mortgage warehouse														—		—		—		—		—		—
Total impaired with no related allowance		2,083		2,090		—		3,765		4,174		—		21,520		21,781		—		21,635		21,915		—

With an allowance recorded:
Commercial real estate		20,712		20,792		1,480		18,920		18,921		1,508		—		—		—		—		—		—
Commercial		4,255		4,845		421		1,978		2,085		174		6,240		6,910		3,410		4,024		4,605		2,024
Residential real estate		—		—		—		—		—		—		—		—		—		—		—		—
Construction and land development		—		—		—		—		—		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—
Mortgage warehouse														—		—		—		—		—		—
Total impaired with an allowance recorded		24,967		25,637		1,901		20,898		21,006		1,682		6,240		6,910		3,410		4,024		4,605		2,024

Total
Commercial real estate		22,269		22,349		1,480		20,990		21,003		1,508		20,886		21,108		—		21,039		21,312		—
Commercial		4,618		5,215		421		3,326		3,830		174		6,713		7,422		3,410		4,458		5,046		2,024
Residential real estate		163		163		—		182		182		—		161		161		—		162		162		—
Construction and land development		—		—		—		165		165		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—
Mortgage warehouse														—		—		—		—		—		—
Total impaired loans	$	27,050	$	27,727	$	1,901	$	24,663	$	25,180	$	1,682	$	27,760	$	28,691	$	3,410	$	25,659	$	26,520	$	2,024



	Three Months Ended June 30,								Three Months Ended March 31,
	2020				2019				2021				2020
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
(In thousands)	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Commercial real estate	$	1,565	$	9	$	1,831	$	9	$	20,961	$	183	$	2,041	$	19
Commercial		371		4		1,053		7		502		3		694		6
Residential real estate		164		2		382		3		162		2		165		3
Construction and land development		83		—		—		—		—		—		165		—
Consumer		—		—		—		—		—		—		—		—
Mortgage warehouse										—		—		—		—
Total impaired with no related allowance		2,183		15		3,266		19		21,625		188		3,065		28
With an allowance recorded:
Commercial real estate		20,879		41		—		—		—		—		20,403		211
Commercial		4,484		—		4,701		—		6,295		2		2,480		1
Residential real estate		—		—		—		—		—		—		—		—
Construction and land development		—		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—
Mortgage warehouse										—		—		—		—
Total impaired with an allowance recorded		25,363		41		4,701		—		6,295		2		22,883		212
Total
Commercial real estate		22,444		50		1,831		9		20,961		183		22,444		230
Commercial		4,855		4		5,754		7		6,797		5		3,174		7
Residential real estate		164		2		382		3		162		2		165		3
Construction and land development		83		—		—		—		—		—		165		—
Consumer		—		—		—		—		—		—		—		—
Mortgage warehouse										—		—		—		—
Total impaired loans	$	27,546	$	56	$	7,967	$	19	$	27,920	$	190	$	25,948	$	240

Six Months Ended June 30,
2020
2019
Average
Interest
Average
Interest
Recorded
Income
Recorded
Income
(In thousands)
Investment
Recognized
Investment
Recognized
With no related allowance recorded:
Commercial real estate
$
1,573
$
28
$
1,838
$
30
Commercial
383
10
1,120
13
Residential real estate
164
5
384
8
Construction and land development
110
—
—
—
Consumer
—
—
—
—
Total impaired with no related allowance
2,230
43
3,342
51
With an allowance recorded:
Commercial real estate
20,936
252
—
—
Commercial
4,596
1
4,994
—
Residential real estate
—
—
—
—
Construction and land development
—
—
—
—
Consumer
—
—
—
—
Total impaired with an allowance recorded
25,532
253
4,994
—
Total
Commercial real estate
22,509
280
1,838
30
Commercial
4,979
11
6,114
13
Residential real estate
164
5
384
8
Construction and land development
110
—
—
—
Consumer
—
—
—
—
Total impaired loans
$
27,762
$
296
$
8,336
$
51

Troubled debt restructurings: Loans are considered to be troubled debt restructurings (“TDRs”) when the Company has granted concessions to a borrower due to the borrower’s financial condition that it otherwise would not have considered. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for each tranche of the restructured debt. Restructuring of a loan in lieu of aggressively enforcing the collection of the loan may benefit the Company by increasing the ultimate probability of collection.

Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan. Loans which are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months before management considers such loans for return to accruing status. Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term.

TDRs are reported as such for at least one year from the date of the restructuring. In years after the restructuring, ~~troubled debt restructured loans~~TDRs are removed from this classification if the restructuring did not involve a below-market rate concession and the loan is not deemed to be impaired based on the terms specified in the restructuring agreement.

The following tables summarize TDRs entered into during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended June 30,
2020
2019
(Dollars in thousands)
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
Troubled debt restructurings:
Commercial real estate
2
$
165
$
165
—
$
—
$
—
Commercial
1
81
81
—
—
—
3
$
246
$
246
—
$
—
$
—



	Six Months Ended June 30,										Three Months Ended March 31,
	2020					2019					2021					2020
(Dollars in thousands)	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		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
Troubled debt restructurings:
Commercial real estate	9	$	18,811	$	20,311	—	$	—	$	—
Commercial	1		81		81	1		1,963		1,963	3	$	1,868	$	1,868	7	$	18,646	$	20,146
	10	$	18,892	$	20,392	1	$	1,963	$	1,963	3	$	1,868	$	1,868	7	$	18,646	$	20,146

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the Company approved 3 TDRs all related to one commercial relationship. A troubled debt restructuring was completed to provide the borrower with a three month principal and interest deferral through April 2021. As of December 31, 2020, this loan was deemed impaired, placed on non-accrual status and specific reserves of $1.8 million were allocated. During the three months ended March 31, 2021 the specific reserves were reduced to $1.7 million due to a decrease in the loan balance. As of March 31, 2021, this commercial relationship remained on non-accrual status.

During the three months ended March 31, 2020, the Company approved ~~10 TDRs. Of the 10 troubled debt restructurings,~~ 7 ~~were~~TDRs for one commercial real estate loan relationship totaling $20.1 million. The Bank analyzed the relationship and modified the relationship as follows:

$16.5 million was placed on interest-only payments for three years at a reduced rate;

$2.1 million was restructured to amortize and pay out over a 10-year term at a reduced rate; and

$1.5 million was advanced for necessary capital expenditures. The advance was placed on interest-only payments for three years at a reduced rate.

~~This~~Upon completion of the restructuring in the first quarter of 2020, the commercial relationship is currently on non-accrual until satisfactory demonstration of payments. An impairment analysis was performed and a specific reserve of $1.4 million was allocated to this relationship. As of June 30, 2020, the loan relationship has been paying as agreed upon in the modified terms.

The Bank approved 2 troubled debt restructurings for another commercial real estate relationship totaling $165,000. These loans have a reduced rate for a period of two years. An impairment analysis was performed and a specific reserve of $8,000 was allocated to this relationship. The Bank also approved 1 troubled debt restructuring of a commercial loan totaling $81,000. This commercial loan was placed on ~~an extended six-month interest-only period~~non-accrual status and after demonstrating the ability to pay the loan under the restructured terms, it was taken off non-accrual status in the fourth quarter of 2020 and specific reserves of $1.2 million were removed due to sufficient collateral. As of March 31, 2021, these loans were paying in accordance with athe restructured terms and no new ~~term and re-amortization~~specific reserves have been attributed to ~~follow. An impairment analysis was performed and a specific reserve of $40,000 was allocated to this~~the relationship.

~~In the six months ended June 30, 2019, the Company approved 1 troubled debt restructuring totaling $1.9 million. This commercial loan~~The total recorded investment in TDRs was ~~placed on an extended 12-month interest-only period with re-amortization to follow. An impairment analysis was performed~~$23.3 million at March 31, 2021 and ~~a specific reserve of $136,000 was allocated to this relationship.~~December 31, 2020.

~~For the three and six months ended June 30, 2020 and 2019 there were 0 payment defaults on troubled debt restructured loans modified within the previous 12 months.~~

As of ~~June 30, 2020,~~March 31, 2021, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.

Additionally, the Company is working with borrowers impacted by COVID-19 and providing modifications to allow for deferral of interest or principal and interest payments on an as-needed and case-by-case basis. These modifications are excluded from troubled debt restructuring classification under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators. As previously noted, loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of TDR classification and will continue to be reported as current during the payment deferral period. The ~~recorded investment~~Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES Act or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures. Loan modifications made pursuant to the CARES Act or interagency guidance that were in ~~TDRs was $23.9 million and $4.2 million~~payment deferral at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020 totaled approximately $44.4 million and $44.0 million, respectively. At March 31, 2021, there were 8 commercial real estate loans that amounted to $16.0 million, 26 commercial and industrial loans that amounted to $19.1 million, and 1 construction loan that amounted to $9.3 million that were in payment deferral pursuant to the CARES Act or interagency guidance. There were 0 consumer, residential or mortgage warehouse loans that were in payment deferral at March 31, 2021 based on modifications made pursuant to the CARES Act or interagency guidance. At December 31, 2020 there were 8 commercial real estate loans that amounted to $12.4 million, 28 commercial and industrial loans that amounted to $22.4 million, 1 construction and land development loan that amounted to $9.0 million, and 1 residential mortgage loan that amounted to $177,000 that were in payment deferral pursuant to the CARES Act or interagency guidance. There were no consumer or mortgage warehouse loans that were in payment deferral at December 31, 2020 based on modifications made pursuant to the CARES Act or interagency guidance.

The following tables present the Company’s loans by risk rating and portfolio segment at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



(In thousands)	Commercial Real Estate		Commercial		Residential Real Estate			Construction ‎and Land ‎Development	Consumer		Total		Commercial Real Estate		Commercial		Residential Real Estate			Construction ‎and Land ‎Development	Consumer		Mortgage Warehouse		Total
June 30, 2020
March 31, 2021
Grade:
Pass													$	399,075	$	551,157	$	—	$	32,740	$	—	$	244,066	$	1,227,038
Special mention														16,253		16,679		—		—		—		—		32,932
Substandard														19,706		13,211		962		1,038		—		—		34,917
Doubtful														—		4,305		—		—		—		—		4,305
Not formally rated														—		—		28,939		—		4,136		—		33,075
Total													$	435,034	$	585,352	$	29,901	$	33,778	$	4,136	$	244,066	$	1,332,267

December 31, 2020
Grade:
Pass	$	386,553	$	738,468	$	—	$	57,087	$	—	$	1,182,108	$	401,541	$	538,449	$	—	$	28,927	$	—	$	265,379	$	1,234,296
Special mention		14,418		14,112		—		—		—		28,530		17,702		13,625		—		—		—		—		31,327
Substandard		20,865		8,248		1,132		—		—		30,245		19,706		13,902		1,560		—		—		—		35,168
Not formally rated		—		—		38,269		—		8,507		46,776		—		—		31,225		—		5,547		—		36,772
Total	$	421,836	$	760,828	$	39,401	$	57,087	$	8,507	$	1,287,659	$	438,949	$	565,976	$	32,785	$	28,927	$	5,547	$	265,379	$	1,337,563

December 31, 2019
Grade:
Pass	$	396,217	$	433,076	$	—	$	46,598	$	—	$	875,891
Special mention		1,936		14,044		—		—		—		15,980
Substandard		20,203		4,671		1,379		165		—		26,418
Not formally rated		—		—		44,316		—		12,737		57,053
Total	$	418,356	$	451,791	$	45,695	$	46,763	$	12,737	$	975,342

Credit Quality Information

The Company utilizes a seven grade internal loan risk rating system for commercial real estate, construction and land development, and commercial loans as follows:

Loans rated 1-3: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 4: Loans in this category are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 5: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 6: Loans in this category 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, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 7: Loans in this category are considered uncollectible “loss” and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate, construction and land development, and commercial loans.

On an annual basis, or more often if needed, the Company completes a credit recertification on all mortgage warehouse originators.

For residential real estate and consumer loans, the Company initially assesses credit quality based upon the borrower’s ability to pay and rates such loans as pass. Ongoing monitoring is based upon the borrower’s payment activity.

Consumer loans are not formally rated.

(7) Deposits

A summary of deposit balances, by type is as follows:



	June 30,		December 31,		March 31,		December 31,
(In thousands)	2020		2019		2021		2020
NOW and demand	$	502,772	$	369,423	$	584,684	$	554,095
Regular savings		154,747		115,593		155,399		151,341
Money market deposits		291,872		270,471		386,842		353,793
Total non-certificate accounts		949,391		755,487		1,126,925		1,059,229

Certificate accounts of $250,000 or more		19,610		15,575		5,186		5,167
Certificate accounts less than $250,000		151,484		78,843		153,113		173,032
Total certificate accounts		171,094		94,418		158,299		178,199
Total deposits	$	1,120,485	$	849,905	$	1,285,224	$	1,237,428

(8) Borrowings

Advances consist of funds borrowed from the Federal Home Loan Bank (the “FHLB”) ~~and the Federal Reserve Bank (the “FRB”) borrower-in-custody (“BIC”) program.~~. Maturities of advances from the FHLB ~~and FRB~~ as of ~~June 30, 2020~~March 31, 2021 are summarized as follows:



(In thousands)
Fiscal Year-End	Dollar Amount
2020	$	28,521
2021		5,000
2023		8,500	$	8,500
2025				5,000
Total	$	42,021	$	13,500

Borrowings from the FRB BIC program are secured by a Uniform Commercial Code (“UCC”) financing statement on qualified collateral, consisting of certain commercial loans and qualified mortgage-backed government securities. At June 30, 2020, FRB borrowings consisted of overnight borrowings totaling $25.0 million and had an interest rate of 0.25%.

Borrowings from the FHLB, which aggregated ~~$17.0~~$13.5 million at ~~June 30, 2020,~~March 31, 2021, are secured by a blanket lien on qualified collateral, consisting primarily of loans with first mortgages secured by ~~one~~one- to ~~four~~four- family properties, certain commercial loans and qualified mortgage-backed government securities. The interest rates on FHLB advances ranged from ~~1.96%~~1.21% to 3.01%, and the weighted average interest rate on FHLB advances was ~~2.54%~~2.11% at ~~June 30, 2020.~~March 31, 2021. All of the FHLB borrowings at ~~June 30, 2020~~March 31, 2021 are long-term with an original maturity of more than one year.

(9) Fair Value Measurements

The Company reports certain assets at fair value in accordance with GAAP, which defines fair value and establishes a framework for measuring fair value in accordance with generally accepted accounting principles. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Basis of Fair Value Measurements

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

An asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company used the following methods and significant assumptions to estimate fair value:

Cash and cash equivalents: The carrying amounts of cash and cash equivalents approximate fair values.

Debt Securities Available-For-Sale: Fair values for investments are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or pricing models. See Note 15 for further details.

Loans receivable: Fair values are based on an exit price notion in which an orderly transaction would take place between market participants at the measurement date under current market conditions.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates its fair value.

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

Borrowings: Fair values of Federal Reserve Bank (“FRB”) Discount Window and Federal Home Loan Bank advances are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Off-balance sheet instruments: The fair value of commitments to originate loans is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments and the unadvanced portions of loans, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.

Fair Values of Assets Measured on a Recurring Basis

The Company’s investments in state and municipal, asset-backed and government mortgage-backed debt securities available-for-sale are generally classified within Level 2 of the fair value hierarchy. For these investments, the Company obtains fair value measurements from independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

The following summarizes financial instruments measured at fair value on a recurring basis at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



	Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
					Significant		Significant						Significant		Significant
					Other Observable		Unobservable						Other Observable		Unobservable
					Inputs		Inputs						Inputs		Inputs
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
June 30, 2020
March 31, 2021
State and municipal securities	$	11,101	$	—	$	11,101	$	—	$	10,410	$	—	$	10,410	$	—
Asset-backed securities		5,126		—		5,126		—		9,431		—		9,431		—
Mortgage-backed securities		20,765		—		20,765		—		14,788		—		14,788		—
Totals	$	36,992	$	—	$	36,992	$	—	$	34,629	$	—	$	34,629	$	—

December 31, 2019
December 31, 2020
State and municipal securities	$	11,206	$	—	$	11,206	$	—	$	10,894	$	—	$	10,894	$	—
Asset-backed securities		5,500		—		5,500		—		4,710		—		4,710		—
Mortgage-backed securities		25,084		—		25,084		—		16,611		—		16,611		—
Totals	$	41,790	$	—	$	41,790	$	—	$	32,215	$	—	$	32,215	$	—

Fair Values of Assets Measured on a Non-Recurring Basis

The Company may also be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from the application of lower-of-cost-or market accounting or write-downs of individual assets.

Certain impaired loans were adjusted to fair value, less cost to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for loan

losses. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties.

The following summarizes assets measured at fair value on a nonrecurring basis at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



	Fair Value Measurements at Reporting Date Using:								Fair Value Measurements at Reporting Date Using:
			Quoted Prices in		Significant		Significant				Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable				Active Markets for		Other Observable		Unobservable
			Identical Assets		Inputs		Inputs				Identical Assets		Inputs		Inputs
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
June 30, 2020
March 31, 2021
Impaired loans
Commercial real estate	$	553	$	—	$	—	$	553
Commercial		3,834		—		—		3,834	$	2,830	$	—	$	—	$	2,830
Totals	$	4,387	$	—	$	—	$	4,387	$	2,830	$	—	$	—	$	2,830

December 31, 2019
December 31, 2020
Impaired loans
Commercial real estate	$	215	$	—	$	—	$	215
Commercial		1,805		—		—		1,805	$	2,000		—	$	—	$	2,000
Totals	$	2,020	$	—	$	—	$	2,020	$	2,000	$	—	$	—	$	2,000

The following is a summary of the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



(In thousands)	Fair Value		Valuation Technique	Unobservable Input	Range
~~June 30,~~March 31, 2021
Impaired loans
Commercial	$	2,830	Business valuation	Comparable company evaluations	5% - 10%

December 31, 2020
Impaired loans
Commercial ~~real estate~~	$	~~553~~	~~Real estate appraisals~~	~~Discount for dated appraisals~~	~~6 - 10%~~
~~Commercial~~		~~3,834~~	~~Business valuation~~	~~Comparable company evaluations~~	—

~~December 31, 2019~~
~~Impaired loans~~
~~Commercial real estate~~	$	~~215~~	~~Real estate appraisals~~	~~Discount for dated appraisals~~	~~6 - 10%~~
~~Commercial~~		~~1,805~~2,000	Business valuation	Comparable company evaluations	—

The carrying amount of impaired commercial loans measured at fair value on a nonrecurring basis was $6.2 million and $4.0 million with specific reserves of $3.4 million and $2.0 million at March 31, 2021 and December 31, 2020, respectively.

Fair Values of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. Certain financial instruments and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The carrying amounts and estimated fair values of the Company's financial instruments, all of which are held or issued for purposes other than trading, are as follows at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:



	Carrying		Fair Value								Carrying		Fair Value
(In thousands)	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
June 30, 2020
March 31, 2021
Financial assets:
Cash and cash equivalents	$	38,178	$	38,178	$	—	$	—	$	38,178	$	132,873	$	132,873	$	—	$	—	$	132,873
Available-for-sale securities		36,992		—		36,992		—		36,992
Available-for-sale debt securities												34,629		—		34,629		—		34,629
Federal Home Loan Bank of Boston stock		1,050		N/A		N/A		N/A		N/A		895		N/A		N/A		N/A		N/A
Loans, net		1,265,091		—		—		1,278,953		1,278,953		1,308,136		—		—		1,316,830		1,316,830
Accrued interest receivable		4,756		—		4,756		—		4,756		6,456		—		6,456		—		6,456
Financial liabilities:
Deposits		1,120,485		—		1,121,459		—		1,121,459		1,285,224		—		1,285,513		—		1,285,513
Borrowings		42,021		—		42,710		—		42,710		13,500		—		13,957		—		13,957

December 31, 2019
December 31, 2020
Financial assets:
Cash and cash equivalents	$	59,658	$	59,658	$	—	$	—	$	59,658	$	83,819	$	83,819	$	—	$	—	$	83,819
Available-for-sale securities		41,790		—		41,790		—		41,790
Available-for-sale debt securities												32,215		—		32,215		—		32,215
Federal Home Loan Bank of Boston stock		1,416		N/A		N/A		N/A		N/A		895		N/A		N/A		N/A		N/A
Loans, net		959,286		—		—		958,270		958,270		1,314,810		—		—		1,321,143		1,321,143
Accrued interest receivable		2,854		—		2,854		—		2,854		6,371		—		6,371		—		6,371
Financial liabilities:
Deposits		849,905		—		850,774		—		850,774		1,237,428		—		1,237,867		—		1,237,867
Borrowings		24,998		—		25,351		—		25,351		13,500		—		14,016		—		14,016

(10) Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Bank is subject to capital regulations that require a Common Equity Tier 1 (“CET1”) capital ratio of 4.5%, a minimum Tier 1 capital to risk-weighted assets ratio of 6.0%, a minimum total capital to risk-weighted assets ratio of 8.0% and a minimum Tier 1 leverage ratio of 4.0%. CET1 generally consists of common stock and retained earnings, subject to applicable adjustments and deductions. In order to be considered “well capitalized,” the Bank must maintain a CET1 capital ratio of 6.5% and a Tier 1 ratio of 8.0%, a total risk-based capital ratio of 10% and a Tier 1 leverage ratio of 5.0%. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.

Applicable regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements. At ~~June 30, 2020,~~March 31, 2021, the Bank exceeded the regulatory requirement for the capital conservation buffer.

In September 2019, the federal banking agencies adopted a final rule to implement Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, effective January 1, 2020, establishing a community bank leverage ratio (“CBLR”) framework for community banking organizations having total consolidated assets of less than $10 billion, having a leverage ratio of greater than 9%, and satisfying other criteria, such as limitations on the amount of off-balance sheet exposures and on trading assets and liabilities. A community banking organization that qualifies for and elects to use the CBLR framework and that maintains a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the banking agencies’ generally applicable capital rules and, if applicable, will be considered to have met the well-capitalized ratio requirements for purposes of Section 38 of the Federal Deposit Insurance Act. The final rule includes a two-quarter grace period during which a qualifying banking organization that temporarily fails to meet any of the qualifying criteria, including the greater than 9% leverage ratio requirement, generally would still be deemed well-capitalized so long as the banking organization maintains a leverage ratio greater than 8%. At the end of the grace period, the banking organization must meet all qualifying criteria to remain in the community bank

~~leverage ratio framework or otherwise must comply with and report under the generally applicable rule. The~~ CARES Act temporarily lowered the community bank leverage ratio to 8%. through 2020. The CBLR requirement transitioned from 8% to 8.5% for calendar year 2021 and will transition to 9% beginning in 2022. As of ~~June 30, 2020,~~March 31, 2021, the Bank has not opted into the CBLR framework.

The Bank’s actual capital amounts and ratios are presented in the following table.



										To Be Well														To Be Well
										Capitalized Under														Capitalized Under
					For Capital					Prompt Corrective									For Capital					Prompt Corrective
	Actual				Adequacy Purposes					Action Provisions					Actual				Adequacy Purposes					Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio			Amount		Ratio			Amount		Ratio		Amount		Ratio			Amount		Ratio
June 30, 2020
March 31, 2021
Total Capital (to Risk Weighted Assets)	$	189,668	14.72	%		103,053	>	8.0	%	$	128,816	>	10.0	%	$	204,328	15.17	%	$	107,741	>	8.0	%	$	134,676	>	10.0	%
Tier 1 Capital (to Risk Weighted Assets)		173,553	13.47			77,290	>	6.0			103,053	>	8.0			187,467	13.92			80,805	>	6.0			107,741	>	8.0
Common Equity Tier 1 Capital (to Risk Weighted Assets)		173,553	13.47			57,967	>	4.5			83,731	>	6.5			187,467	13.92			60,604	>	4.5			87,539	>	6.5
Tier 1 Capital (to Average Assets)		173,553	13.10			52,991	>	4.0			66,239	>	5.0			187,467	12.28			61,074	>	4.0			76,343	>	5.0
December 31, 2019
December 31, 2020
Total Capital (to Risk Weighted Assets)	$	181,135	17.62	%	$	82,238	>	8.0	%	$	102,798	>	10.0	%	$	199,377	14.60	%	$	109,273	>	8.0	%	$	136,591	>	10.0	%
Tier 1 Capital (to Risk Weighted Assets)		168,273	16.37			61,679	>	6.0			82,238	>	8.0			182,286	13.35			81,955	>	6.0			109,273	>	8.0
Common Equity Tier 1 Capital (to Risk Weighted Assets)		168,273	16.37			46,259	>	4.5			66,819	>	6.5			182,286	13.35			61,466	>	4.5			88,784	>	6.5
Tier 1 Capital (to Average Assets)		168,273	15.18			44,352	>	4.0			55,440	>	5.0			182,286	12.37			58,926	>	4.0			73,658	>	5.0

Liquidation Accounts

Upon the completion of ~~Old Provident’s~~the Company’s initial stock offering in 2015 ~~a special “liquidation account” was~~and the second step offering in 2019, liquidation accounts were established for the benefit of certain depositors of the Bank in ~~an amount~~amounts equal ~~to the~~to:

1.The percentage ownership interest in the equity of ~~Old Provident~~the Company prior to the initial stock offering held by persons other than ~~the~~ MHC as of the date of the latest balance sheet contained in the prospectus utilized in connection with the offering. The Company is not permitted to pay dividends on its capital stock if the Company’s shareholders’ equity would be reduced below the amount of the liquidation account. The liquidation account is reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account.

~~Upon the completion of the Conversion, special “liquidation accounts” for the benefit of certain depositors of the Bank in an amount equal to the~~The MHC’s ownership interest in the retained earnings of the Company as of the date of the latest balance sheet contained in the 2019 prospectus plus the MHC’s net assets (excluding its ownership of the Company) ~~were established by the Company and the Bank.~~ .

The Company and the Bank are not permitted to pay dividends on their capital stock if the shareholders’ equity of the Company, or the shareholder’s equity of the Bank, would be reduced below the amount of the respective liquidation accounts. The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts.

Other Restrictions

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Federal and state banking regulations restrict the amount of dividends that may be paid in a year, without prior approval of regulatory agencies, to the net income of the Bank for the year plus the retained net income of the previous two years. For the three months ended March 31, 2021 net income of the Bank was $4.3 million and for the years ended December 31, 2020 and 2019, $12.1 million and $10.7 million, respectively, of retained earnings was available to pay dividends. For the three months ended March 31, 2020 net income of the Bank was $1.2 million and for the years ended December 31, 2019 and 2018, $10.7 million and $9.3 million, respectively, of retained earnings was available to pay dividends.

The Company may, at times, repurchase its own shares in the open market. Such transactions are subject to the Federal Reserve Board’s notice provisions for stock repurchases. In October 2020, the Company announcedits plan to repurchase 1,000,000 shares of its common stock. The repurchase program was adopted following the receipt of non-objection from the Federal Reserve Bank of Boston, and in compliance with applicable state and federal regulations. The Company completed the repurchase of 1,000,000 shares of its common stock under this repurchase program in February 2021. In March 2021, the Company announced its plan to repurchase 1,400,000 shares of its common stock. The repurchase program was adopted following the receipt of non-objection from the Federal Reserve Bank of Boston, and in compliance with applicable state and federal regulations. During the three months ended March 31, 2021, the Company had repurchased 473,215 shares of its outstanding common stock under these programs.

(11) Employee Stock Ownership Plan

~~Old Provident~~The Bank established an ESOP ~~for its eligible employees~~ to provide eligible employees the opportunity to own ~~Old Provident~~company stock. The plan is a tax-qualified plan for the benefit of all Bank employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax law limits. The ESOP acquired ~~721,876~~a total of 1,538,868 shares ~~in Old Provident’s~~between the initial and second-step stock ~~offering~~offerings with the proceeds of a loan totaling ~~$3.6~~$11.8 million. The loan was payable annually over 15 years at a rate per annum equal to the prime rate. In conjunction with the Conversion, the Company refinanced the original loan to the ESOP with an additional $8.2 millionis payable over 15 years at a rate per annum equal to the prime rate ~~(4.75%~~(3.25% as of December 31, 2019) to acquire an additional 816,992 shares at $10.00 per share, representing 8% of the shares sold in the Company’s second-step offering. After the Conversion, the unallocated shares had an average price of $8.20 per share.

2020). Shares used as collateral to secure the loan are released and available for allocation to eligible employees as the principal and interest on the loan is paid. The number of shares committed to be released per year through 2033 is 89,757.

Shares held by the ESOP include the following:



	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Allocated		282,256		192,499		372,014		282,256
Committed to be allocated		44,879		89,757		22,439		89,758
Unallocated		1,211,733		1,256,612		1,144,415		1,166,854
Total		1,538,868		1,538,868		1,538,868		1,538,868

The fair value of unallocated shares was approximately ~~$9.5~~$16.5 million at ~~June 30, 2020.~~

Share amounts related to periods prior to the date of the Conversion (October 16, 2019) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (2.0212-to-one).March 31, 2021.

Total compensation expense recognized in connection with the ESOP for the three months ended ~~June 30,~~March 31, 2021 and 2020 was $286,000 and ~~2019 was $194,000 and $145,000, respectively. Total compensation expense recognized for the six months ended June 30, 2020 and 2019 was $444,000 and $281,000~~$250,000, respectively.

(12) Earnings Per Common Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed in a manner similar to that of basic earnings per share except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated ESOP shares, treasury stock and unvested restricted stock is not deemed outstanding for earnings per share calculations.



	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019		2021		2020
Net Income attributable to common shareholders	$	3,250	$	2,531	$	4,481	$	4,749	$	4,297	$	1,231

Average number of common shares issued		19,474,950		19,521,324		19,475,599		19,525,241		18,774,844		19,476,248
Less:
average unallocated ESOP shares		(1,219,215)		(528,896)		(1,230,434)		(538,797)		(1,151,892)		(1,241,654)
average unvested restricted stock		(105,629)		(160,360)		(113,744)		(168,330)		(359,193)		(118,624)
average treasury stock acquired		—		(73,333)		—		(73,333)
Average number of common shares outstanding
to calculate basic earnings per common share		18,150,106		18,758,735		18,131,421		18,744,781		17,263,759		18,115,970

Effect of dilutive unvested restricted stock and stock option awards		29,752		137,183		66,225		112,122		294,401		145,312
Average number of common shares outstanding
to calculate diluted earnings per common share		18,179,858		18,895,918		18,197,646		18,856,903		17,558,160		18,261,282

Earnings per common share:
Basic	$	0.18	$	0.13	$	0.25	$	0.25	$	0.25	$	0.07
Diluted	$	0.18	$	0.13	$	0.25	$	0.25	$	0.24	$	0.07

~~Share amounts related to periods prior to~~Stock options for 902,505 and 69,998 shares of common stock were not considered in computing diluted earnings per common share for the ~~date of~~three months ended March 31, 2021 and 2020, respectively, because they were antidilutive, meaning the ~~Conversion (October 16, 2019) have been restated to give~~exercise price for such options were higher than the ~~retroactive recognition to~~average price for the ~~exchange ratio applied in the Conversion (2.0212-to-one).~~Company for such period.

(13) Share-Based Compensation

~~Under~~The shareholders of the Company approved the Provident Bancorp, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) on November 23, 2020, which is in addition to the Provident Bancorp, Inc. 2016 Equity Incentive Plan (the ~~"Equity Plan"~~“2016 Equity Plan”), (collectively called the “Equity Incentive Plans”). Under the Equity Incentive Plans the Company may grant options, restricted stock, restricted units or performance awards to its directors, officers and employees. Both incentive stock options and non-qualified stock options may be granted under the Equity ~~Plan,~~Incentive Plans, with ~~the total~~902,344 and 1,021,239 shares reserved for options ~~equaling 902,344.~~under the 2016 Equity Plan and 2020 Equity Plan, respectively. The exercise price of each option equals the market price of the Company’s stock on the date of grant and the maximum term of each option is ~~generally~~ ten years. The total number of shares reserved for restricted stock or restricted units is ~~360,935.~~360,935 and 408,495 under the 2016 Equity Plan and 2020 Equity Plan, respectively. The value of restricted stock grants is based on the market price of the stock on grant date. Options and ~~other~~ awards vest ~~in equal annual installments on each anniversary of the date of the grant~~ratably over ~~the vesting period, which is typically three years~~3 to ~~five~~5 years.

Expense related to options and restricted stock granted to directors is recognized in directors’ compensation within non-interest expense.

Stock Options

The fair value of each option is estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions:

~~Volatility~~Expected volatility is based on ~~peer group~~historical volatility because the ~~Company does not have a sufficient trading history.~~Company’s common stock price.

Expected life represents the period of time that the option is expected to be outstanding, taking into account the contractual term, and the vesting period.

The dividend yield assumption is based on the Company’s expectation of dividend payouts.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equivalent to the expected life of the option.

~~The fair value of options granted in 2020 is based on the following assumptions:~~



	~~2020~~
~~Vesting period (years)~~		3
~~Expiration date (years)~~		10
~~Expected volatility~~		~~30.92%~~
~~Expected life (years)~~		~~7.5~~
~~Expected dividend yield~~		—%
~~Risk free interest rate~~		~~1.74%~~
~~Fair value per option~~	$	~~4.60~~

A summary of the status of the Company’s stock option grants for the ~~six~~nine months ended ~~June 30, 2020~~March 31, 2021 is presented in the table below:



	Stock Option Awards		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value		Stock Option Awards		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		816,057	$	8.93
Outstanding at December 31, 2020										1,644,731	$	10.25
Granted		7,293		12.35						—		—
Forfeited		(9,844)		8.61						—		—
Exercised		—		—						—		—
Outstanding at June 30, 2020		813,506	$	8.96		6.45	$	—
Outstanding and expected to vest at June 30, 2020		813,506	$	8.96		6.45	$	—
Vested and Exercisable at June 30, 2020		465,994	$	8.73		6.25	$	—
Outstanding at March 31, 2021										1,644,731	$	10.25		7.72	$	6,830,010
Outstanding and expected to vest at March 31, 2021										1,644,731	$	10.25		7.72	$	6,830,010
Vested and Exercisable at March 31, 2021										628,689	$	8.81		5.59	$	3,517,525
Unrecognized compensation cost	$	693,000							$	3,311,000
Weighted average remaining recognition period (years)		1.74								4.14

For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ total expense for the stock options was ~~$104,000~~$272,000 and ~~$103,000,~~$111,000, respectively. ~~For the six months ended June 30, 2020 and 2019, total expense for the stock options was $214,000 and $201,000, respectively.~~

Restricted Stock

Shares issued upon the granting of restricted stock may be either authorized but unissued shares or reacquired shares held by the Company. Any shares forfeited because vesting requirements are not met will again be available for issuance under the Equity Plan. The fair market value of shares awarded, based on the market prices at the date of grant, is recorded as unearned compensation and amortized over the applicable vesting period.

The following table presents the activity in restricted stock awards under the Equity Plan for ~~six~~the three months ended ~~June 30, 2020:~~March 31, 2021:



	Unvested Restricted Stock Awards		Weighted Average Grant Date Price		Unvested Restricted Stock Awards		Weighted Average Grant Date Price
Unvested restricted stock awards at January 1, 2020		140,019	$	9.19
Unvested restricted stock awards at December 31, 2020						387,683	$	11.10
Granted		2,430		12.35		—		—
Forfeited		(3,938)		8.61		—		—
Vested		—		—		(810)		12.35
Unvested restricted stock awards at June 30, 2020		138,511	$	9.26
Unvested restricted stock awards at March 31, 2021						386,873	$	11.10
Unrecognized compensation cost	$	917,000			$	3,844,000
Weighted average remaining recognition period (years)		1.70				4.10

For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ total expense for the restricted stock awards was ~~$138,000~~$332,000 and ~~$142,000, respectively. For the six months ended June 30, 2020 and 2019, total expense for the restricted stock awards was $289,000 and $309,000,~~$150,000, respectively.

(14) Leases

The Company recognized right-of-use assets (“ROU”) totaling $4.2 million and $4.3 million at March 31, 2021 and ~~$3.7 million~~December 31, 2020, respectively, and operating lease liabilities totaling $4.5 million ~~and $3.9 million~~ at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively.~~2020. The lease liabilities recognized by the Company represent 2 leased branch locations and 1 loan production office.

~~Rent~~Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease components, such as fair market value adjustments, are expensed as incurred and no included in ROU assets and operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases ~~has been amortized~~on a straight-line basis over ~~a straight line basis for~~ the ~~remaining~~ lease term. For the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ rent expense for the operating leases totaled ~~$150,000~~$79,000 and ~~$144,000,~~$71,000, respectively. ~~Variable lease components are expensed as incurred and are not included in the right-of-use assets and operating lease liabilities.~~

The following table presents information regarding the Company’s operating leases:



	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Weighted-average discount rate		3.53%		3.78%		3.55%		3.54%
Range of lease expiration dates		3 - 15.5 years		4.5 - 16 years		2 - 14.5 years		2 - 15 years
Range of lease renewal options		5 - 20 years		20 years		5 - 20 years		5 - 20 years
Weighted-average remaining lease term		28.0 years		31.9 years		27.5 years		27.6 years

The following table presents the undiscounted annual lease payments under the terms of the Company's operating leases at ~~June 30,~~March 31, 2021 and December 31, 2020, including a reconciliation to the present value of operating lease liabilities recognized in the ~~unaudited~~ Consolidated Balance Sheets:



(Dollars in thousands)
			March 31,		December 31,
Fiscal Year-End	Dollar Amount		2021		2020
2020	$	126
(In thousands)				(unaudited)
2021		258	$	193	$	258
2022		261		261		261
2023		264		264		264
2024		270		270		270
2025				280		280
Thereafter		6,604		6,325		6,325
Total lease payments		7,783		7,593		7,658
Less imputed interest		(3,249)		(3,130)		(3,170)
Total lease liabilities	$	4,534	$	4,463	$	4,488

The lease liabilities recognized include certain lease extensions as it is expected that the Company will use substantially all lease renewal options.

~~(15) Asset Purchase~~27

On January 17, 2020, the Company completed an asset purchase of a warehouse line of business, which comprised primarily of warehouse loans. This line of business was originally developed by United Bank in Connecticut. People’s United Bank, N.A. acquired United Bank in 2019 and made the business decision to no longer support the warehouse lending business developed by United Bank. On December 20, 2019, the Company entered into an agreement with People’s United Bank, N.A. to complete the asset purchase at par. The Company acquired the loan portfolio, plus aggregate accrued interest and fees, fixed assets, and prepaid expenses. The Company also assumed the employment contracts of the 6 employees in the department and agreed to pay all costs associated with the acquisition, which totaled $80,000 and were reflected in the Company’s income statement for the six months ended June 30, 2020.

~~The following table summarizes the consideration paid for the warehouse lending business and the amounts of assets purchased:~~



~~(In thousands)~~
~~Consideration:~~
~~Cash~~	$	~~66,962~~

~~Recognized amounts of identifiable assets acquired:~~
~~Loans~~		~~66,672~~
~~Accrued interest and fees~~		~~250~~
~~Premises and equipment~~		24
~~Other assets~~		16
~~Total identifiable assets~~	$	~~66,962~~

~~The Company paid par for the purchase. A valuation was performed and the fair value of the loans purchased approximates the purchase price.~~

~~(16)~~(15) Revenue Recognition

Revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) ("Topic 606") is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.

The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.

In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in non-interest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.

The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ is intended to assist in understanding our financial condition and results of operations. Operating results for the ~~three and six-month~~three-month period ended ~~June 30, 2020~~March 31, 2021 may not be indicative of results for all of ~~2020~~2021 or any other period. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this report.

Forward-Looking Statements

This document may contain certain forward-looking statements, such as statements of the Company’s or the Bank’s plans, objectives, expectations, estimates and intentions. Forward-looking statements may be identified by the use of words such as “expects,” “subject,” “believes,” “will,” “intends,” “may,” “will be,” “would” or similar expressions. Readers should not place undue reliance on any forward-looking statements, which reflect management’s analysis of factors only as of the date of which they are given. These statements are subject to change based on various important factors (some of which are beyond the Company’s or the Bank’s control) and actual results may differ materially. These factors include general economic conditions, including trends and levels of interest rates; the effects of any pandemic; the ability of our borrowers to repay their loans; the ability of the Company or the Bank to effectively manage its growth; real estate values in the market area; loan demand; competition; changes in accounting policies; changes in laws and regulations; our success in introducing new products or entering new markets; our ability to retain key employees; failures or breaches of our IT systems; and results of regulatory examinations, among other factors.

Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and ~~when and how~~whether the ~~economy may be reopened.~~gradual reopening of business will result in a meaningful increase in economic activity. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: demand for our products and services may decline, making it difficult to grow assets and income; if the economy is unable to remain substantially ~~reopen,~~reopened, and ~~high~~higher levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our allowance for loan losses may have to be increased if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend; our cyber security risks are increased as the result of an increase in the number of employees working remotely; and FDIC premiums may increase if the agency ~~experience~~experiences additional resolution costs.

The foregoing list of important factors is not exclusive. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including Annual and Quarterly Reports on Forms 10-K and 10-Q, and Current Reports on Form 8-K.

Except as required by applicable law and regulation, the Company does not undertake — and specifically disclaims any obligation — to update any forward-looking statements after the date of this quarterly report.

Critical Accounting Policies

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 involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policies, which involve the most complex or subjective decisions or assessments, are as follows:

Allowance for Loan Losses. The allowance for loan losses is ~~established as losses are estimated to have occurred through~~ a ~~provision~~valuation allowance for ~~loan losses charged to earnings.~~probable incurred credit losses. Loan losses are charged against the allowance when management believes the un-collectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

~~The~~ Management estimates the allowance ~~for~~balance required using past loan ~~losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of loans in light of historical~~loss experience, the size and composition of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan ~~portfolio, adverse situations~~ that, ~~may affect the borrower’s ability~~in management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component relates to ~~repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates~~loans that are ~~susceptible~~individually classified as impaired when, based on current information and events, it is probable that the Company will be unable to ~~significant revision~~collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and are classified as ~~more information becomes available.~~impaired.

The Company classifies a loan as impaired when, based on current information and events, it is probable that it 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. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration 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.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual consumer and residential loans for impairment disclosures.

Mortgage warehouse loans are facility lines to non-bank mortgage origination companies for sale into secondary markets, which is typically within 15 days of loan closure. Due to their short-term nature, these loans are assessed at a lower credit risk and do not carry the same allocation as traditional loans.

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by ~~the following~~all loan ~~segments: residential real estate, commercial real estate, construction and land development, commercial and consumer.~~segments. 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~~factors are adjusted for the following qualitative factors: levels/trends in ~~delinquencies;~~delinquencies and non-accruals; economic conditions, portfolio trends, ~~in volume~~portfolio concentrations, loan grading and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions.management’s discretion. There were no changes in our policies or methodology pertaining to the general component of the allowance for loan losses during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 or during the year ended December 31, ~~2019.~~2020.

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 generally do not originate loans with a loan-to-value ratio greater than 80% and do not grant subprime loans. Loans with loan to value ratios greater than 80% require the purchase of private mortgage insurance. 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.

Commercial real estate: Loans in this segment are primarily income-producing properties throughout Massachusetts and New Hampshire. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management periodically obtains rent rolls and continually monitors the cash flows of these loans.

Construction and land development: Loans in this segment primarily include speculative and pre-sold real estate development loans for which payment is derived from sale of the property and a conversion of the construction loans to permanent loans for which payment is then derived from cash flows of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

Mortgage warehouse: Loans in this segment are primarily facility lines to non-bank mortgage origination companies. The underlying collateral of these loans are residential real estate loans. Loans are originated by the mortgage companies for sale into secondary markets, which is typically within 15 days of the loan closure. The primary source of repayment is the cash flow upon the sale of the loans. The credit risk associated with this type of lending is the risk that the mortgage companies are unable to sell the loans.

Commercial: 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 in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower.

The allocated component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis for commercial, commercial real estate and construction 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.

We periodically may 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. All troubledTroubled debt restructurings are ~~initially classified~~individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Company determines the amount of the allowance on that loan in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired.

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

~~Stock-based Compensation Plans.~~The Company measures and recognizes compensation cost relating to stock-based payment transactions based on the grant-date fair value of the equity instruments issued. Stock-based compensation is recognized over the period the employee is required to provide services for the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. The determination of fair value involves a number of significant estimates, which require a number of assumptions to determine the model inputs. The fair value of restricted stock is recorded based on the grant date value of the equity instrument issued.

Income Taxes. The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of our assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. A tax valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized.

The Company examines its significant income tax positions quarterly to determine whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

~~COVID-19 Response~~

~~During the second quarter of 2020, the Company has focused on meeting the needs of its customer base during the pandemic. The impact of our response during the second quarter is as follows:~~

Decreased customer service fees on deposit accounts of $92,000, or 25.8%, and decreased other service charges and fees of $245,000, or 48.4%, when comparing the three months ended June 30, 2020 to the three months ended June 30, 2019 primarily due to fees waived for customers;

~~Recognized additional reserves of $581,000 to address economic uncertainties and increased unemployment;~~

Originated loans as part of the SBA’s 7(a) Paycheck Protection Program totaling $78.0 million, which resulted in the collection of $2.8 million in fees from the SBA (which will be accreted as interest income over the shorter of the repayment period or the contractual life of these loans); and

~~Modified loans under the CARES Act totaling $264.2 million, or 20.6% of total loans.~~

Balance Sheet Analysis

Assets. Total assets were ~~$1.41~~$1.55 billion at ~~June 30, 2020,~~March 31, 2021, representing an increase of ~~$293.0~~$46.1 million, or ~~26.1%~~3.1%, from ~~$1.12~~$1.51 billion at December 31, ~~2019.~~2020. The increase resulted primarily from increases in ~~net loans of $305.8 million, bank owned life insurance of $9.3 million and accrued interest receivable of $1.9 million, partially offset by decreases in~~ cash and cash equivalents of ~~$21.5~~$49.1 million, and debt securities available-for-sale ~~investment securities~~ of ~~$4.8~~$2.4 million, partially offset by a decrease in net loans of $6.7 million.

Cash and Cash Equivalents. Cash and cash equivalents ~~decreased $21.5~~increased $49.1 million, or ~~36.0%~~58.5%, to ~~$38.2~~$132.9 million at ~~June 30, 2020~~March 31, 2021 from ~~$59.7~~$83.8 million at December 31, ~~2019.~~2020. The ~~decrease~~increase in cash and cash equivalents is primarily due to an increase in deposits and loan repayments.

Securities. Investments in debt securities available-for-sale increased $2.4 million, or 7.5%, to $34.6 million at March 31, 2021 from $32.2 million at December 31, 2020. The increase resulted primarily from the ~~$67.0~~purchase of a $5.0 million ~~in cash used to purchase the warehouse business line,~~asset-backed security offset by ~~deposit growth and the increase in borrowings.~~principal paydowns on government mortgage-backed securities.

Loans. At ~~June 30, 2020,~~March 31, 2021, net loans were ~~$1.27~~$1.308 billion, or ~~89.4%~~84.3% of total assets, compared to ~~$959.3 million,~~$1.315 billion, or ~~85.5%~~87.3% of total assets, at December 31, ~~2019. Increases~~2020. Decreases in mortgage warehouse loans of $21.3 million, or 8.0%, commercial real estate loans of $3.9 million or 0.9%, residential real estate loans of $2.9 million, or 8.8% and consumer loans of $1.4 million, or 25.4% were partially offset by an increase in commercial loans of ~~$309.0~~$19.4 million, or ~~68.4%~~3.4%, and an increase in construction and land development loans of ~~$10.3~~$4.9 million, or 22.1%, and in commercial real estate loans of $3.5 million, or 0.8%, were partially offset by decreases in residential real estate loans of $6.3 million, or 13.8%, and consumer loans of $4.2 million, or 33.2%16.8%. Our commercial loan growth was primarily due to ~~the purchase and continued growth of the warehouse business line, the origination of~~increases in SBA PPP loans and renewable energy loans. SBA PPP loans increased $15.7 million, or 37.5%, to $57.5 million at March 31, 2021 from $41.8 million at December 31, 2020 following the SBA’s approval of a ~~continued focus on our specialized enterprise value~~second round of PPP loans. Renewable energy loans ~~partially~~increased $4.0 million, or 10.9%, to $41.2 million at March 31, 2021 from $37.2 million at December 31, 2020. The increase in commercial loan growth was slightly offset by a decrease in our ~~renewable energy loan portfolio. On January 17, 2020, the Company completed an asset purchase~~enterprise value portfolio, which we also refer to as search fund lending, merger and acquisition, re-capitalization, and shareholder/partner buyout loans. The decrease of ~~a warehouse line of business from People’s United Bank, N.A. The warehouse business line increased $118.2~~$3.4 million in enterprise value loans, or ~~177.2%~~1.2%, to ~~$184.8~~$282.7 million at ~~June 30, 2020~~March 31, 2021 from $66.7 million at January 17, 2020 due to the addition of customers to the portfolio. As of June 30, 2020, the Company originated $78.0 million in SBA PPP loans. Enterprise value loans increased $40.7 million, or 22.9%, to $233.6 million at June 30, 2020 from $178.0$286.1 million at December 31, ~~2019. Renewable energy loans decreased $7.3 million, or 11.1%, to $58.8 million at June 30,~~ 2020, ~~from $66.1 million at December 31, 2019 due to early payoffs.~~was primarily the result of loan paydowns.

3130

The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.



	At			At			At			At
	June 30,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
	Amount		Percent	Amount		Percent	Amount		Percent	Amount		Percent
Commercial real estate	$	421,836	32.76%	$	418,356	42.89%	$	435,034	32.65%	$	438,949	32.82%
Commercial		760,828	59.09%		451,791	46.32%		585,352	43.94%		565,976	42.31%
Residential real estate		39,401	3.06%		45,695	4.69%		29,901	2.24%		32,785	2.46%
Construction and land development		57,087	4.43%		46,763	4.79%		33,778	2.54%		28,927	2.16%
Consumer		8,507	0.66%		12,737	1.31%		4,136	0.31%		5,547	0.41%
Mortgage warehouse								244,066	18.32%		265,379	19.84%
		1,287,659	100.00%		975,342	100.00%		1,332,267	100.00%		1,337,563	100.00%
Allowance for loan losses		(17,158)			(13,844)			(19,032)			(18,518)
Deferred loan fees, net		(5,410)			(2,212)			(5,099)			(4,235)
Net loans	$	1,265,091		$	959,286		$	1,308,136		$	1,314,810

~~Securities.~~ Investments in available-for-sale securities decreased $4.8 million, or 11.5%, to $37.0 million at June 30, 2020 from $41.8 million at December 31, 2019. The decrease was primarily due to principal paydowns on government mortgage-backed securities.

~~Bank Owned Life Insurance~~. Bank owned life insurance increased $9.3 million, or 34.5%, to $36.2 million at June 30, 2020 from $26.9 million at December 31, 2019. The increase was primarily due to the purchase of new insurance policies.

~~Accrued Interest Receivable.~~Accrued interest receivable increased $1.9 million, or 66.6%, to $4.8 million at June 30, 2020 from $2.9 million at December 31, 2019. The increase was primarily due to deferred interest on loan modifications as part of the CARES Act. As of June 30, 2020, we have modified 287 loans totaling $264.2 million, or 20.6%, of total loans. The deferred interest on the modifications will be due at the maturity of the loans which ranges from 2020 to 2049.

Deposits. Total deposits increased ~~$270.6~~$47.8 million, or ~~31.8%~~3.9%, to ~~$1.12~~$1.29 billion at ~~June 30, 2020~~March 31, 2021 from ~~$849.9 million~~$1.24 billion at December 31, ~~2019.~~2020. The ~~primary reason for the~~ increase in deposits was due to an increase of ~~$133.3~~$33.1 million, or ~~36.1%~~9.3%, in money market accounts, an increase of $30.6 million, or 5.5%, in NOW and demand deposits and an increase of ~~$76.7~~$4.1 million, or ~~81.2%, in time deposits, an increase of $39.2 million, or 33.9%~~2.7%, in savings accounts, ~~and an increase~~partially offset by a decrease of ~~$21.4~~$19.9 million, or ~~25.7%~~11.2%, in ~~money market accounts.~~time deposits. Money market deposits and NOW and demand deposits increased primarily due to funds from the origination of PPP loans and increased deposit balances from new and expanded relationships with digital asset customers, which totaled $53.7 million at March 31, 2021 compared to $30.9 million at December 31, 2020. The expansion in our ~~strategic deposit growth strategy.~~digital asset relationships are the direct result of initiatives by the Bank to expand our services and customer base in the cryptocurrency space. The ~~increase~~Bank serves digital asset customers by providing robust fiat banking products for exchanges, brokers and institutional investors without providing custody solutions or storage of the cryptocurrency. These offerings to digital asset customers has enabled us to focus on growing our non-interest bearing demand deposits. Total non-interest bearing deposits to total deposits was 33.5% as of March 31, 2021 compared to 31.0% as of December 31, 2020. With the successful increases in our digital assets, we were able to decrease time deposits ~~was primarily due to increases in~~by rolling off brokered certificates of deposit of $65.6 million, or 135.0%, and an increase of $12.9 million, or 148.8%, from QwickRate, where we gather certificates of deposit nationwide by posting rates we will pay on these deposits. The increase in savings accounts was primarily due to municipal deposits and growth from our online deposit products.

~~Borrowings~~. Borrowings at June 30, 2020 consisted of FHLB advances and FRB borrowings from the borrower-in-custody program and at December 31, 2019 consisted of FHLB advances. Borrowings increased $17.0 million, or 68.1%, to $42.0 million at June 30, 2020 from $25.0 million at December 31, 2019. The increase was primarily to funding loan growth.as they matured.

Shareholders’ Equity. Total shareholders’ equity ~~increased $5.4~~decreased $1.7 million, or ~~2.3%~~0.7%, to ~~$236.3~~$234.1 million at ~~June 30, 2020,~~March 31, 2021, from ~~$230.9~~$235.9 million at December 31, ~~2019.~~2020. The ~~increase~~decrease was primarily due to ~~year-to-date~~the repurchase of common stock of $6.2 million, $532,000 from dividends paid and a decrease in other comprehensive income of $185,000, partially offset by net income of ~~$4.5~~$4.3 million, stock-based compensation expense of ~~$503,000, other comprehensive income of $544,000~~$604,000, and ~~ESOP~~employee stock ownership plan shares earned of ~~$444,000, partially offset by a decrease of $583,000 from dividends declared.~~$286,000. Book value per share increased to ~~$12.14~~$12.61 at ~~June 30, 2020~~March 31, 2021 from ~~$11.86~~$12.38 at December 31, ~~2019.~~2020.

3231

Asset Quality.

The following table sets forth information regarding our non-performing assets at the dates indicated.



	At		At		At		At
	June 30,		December 31,		March 31,		December 31,
(Dollars in thousands)	2020		2019		2021		2020
Non-accrual loans:
Real estate:
Commercial	$	20,865	$	1,701	$	—	$	—
Residential		844		969		969		1,156
Construction and land development		—		165		—		—
Commercial		4,309		2,955		6,469		4,198
Consumer		21		37		17		65
Mortgage warehouse						—		—
Total non-accrual loans		26,039		5,827		7,455		5,419

Accruing loans past due 90 days or more		—		—		—		—
Other real estate owned		—		—		—		—
Total non-performing assets	$	26,039	$	5,827	$	7,455	$	5,419

Total loans (1)	$	1,282,249	$	973,130	$	1,327,168	$	1,333,328
Total assets	$	1,414,812	$	1,121,788	$	1,551,892	$	1,505,781
Total non-performing loans to total loans (1)		2.03%		0.60%		0.56%		0.41%
Total non-performing assets to total assets		1.84%		0.52%		0.48%		0.36%

(1) Loans are presented before the allowance for loan losses but include deferred fees/costs.

Non-accrual loans as of ~~June 30, 2020~~March 31, 2021 consisted primarily of ~~one commercial real estate relationship and two~~three commercial relationships. ~~The~~Of the three commercial ~~real estate loan~~relationships, the largest relationship ~~with a total balance of $20.1~~totaled $2.4 million ~~became impaired in 2019~~at March 31, 2021 and ~~in 2020, a troubled debt restructure was completed. The loan~~ was placed on non-accrual status ~~until~~during the ~~relationship can demonstrate the ability to pay the loan under the restructured terms. The loan relationship was evaluated and specific reserves~~first quarter of ~~$1.4 million were allocated in 2019 and remain as of June 30, 2020.~~

~~Of the two commercial relationships, the larger relationship totals $2.0 million.~~2021. The impaired relationship was evaluated and specific reserves of ~~$149,000~~$1.5 million were allocated as of ~~June 30, 2020.~~March 31, 2021. The ~~other~~next largest commercial relationship totaling ~~$1.8~~$1.9 million at March 31, 2021 was evaluated and specific reserves of $1.7 million were allocated. The third relationship totaling $1.6 million at March 31, 2021 was originated through the BancAlliance network. ~~BancAlliance has a membership of approximately 200 community banks that together participate in middle market commercial and industrial loans as a way to diversify their commercial portfolio.~~ The impaired loan relationship was evaluated and specific reserves of ~~$126,000~~$114,000 were allocated as of ~~June 30, 2020.~~March 31, 2021.

The Company has cooperative relationships with the vast majority of its non-performing loan customers. Repayment of non-performing loans is largely dependent on the return of such loans to performing status or the liquidation of the underlying collateral. The Company pursues the resolution of all non-performing loans through collections, restructures, voluntary liquidation of collateral by the borrower and, where necessary, legal action. When attempts to work with a customer to return a loan to performing status, including restructuring the loan, are unsuccessful, the Company will initiate appropriate legal action seeking to acquire property by deed in lieu of foreclosure or through foreclosure, or to liquidate business assets.

The Company has established a modification program in accordance with applicable regulations to provide economic relief. In working with our borrowers, the Company has provided up to six month payment deferrals. At the completion of the payment deferral, the Company has allowed for deferral extensions on an as-needed and case-by-case basis. Under agency guidance and Section 4013 of the CARES Act, these modifications will not be classified as troubled debt restructurings and are not considered delinquent. As of March 31, 2021, 35 loans totaling $44.4 million, or 3.3% of total loans, remained modified, compared to 38 loans totaling $43.1 million, or 3.2% of total loans at December 31, 2020.

3332

The Company is working with customers affected by COVID-19. As a result of the current economic crisis caused by the COVID-19 virus, the Company is engaging in more frequent communication with borrowers to better understand their situation and challenges faced.

The extent to which industries, or the tangential impact of those industries to other borrowers or industries are impacted, will likely be in direct proportion to the duration and depth of the COVID-19 pandemic. AsIn determining “at-risk” industries we have used a threshold of 25% when comparing the value of COVID-19 ~~has made working-from-home more commonplace~~modified loans to total loans within the demand for office space has decreased, therefore we identified the office space sector as an additional “at-risk” industry in the second quarter of 2020. We had total balances in the following industry types considered to be “at-risk” of significant impact as of June 30, 2020:

Commercial
‎Real Estate
Commercial
Total
(In thousands)
Amount
Percent
Amount
Percent
Amount
Percent
Restaurant/fast food
$
17,256
4.1
%
$
10,967
1.4
%
$
28,223
2.4
%
Office
51,277
12.2
—
—
51,277
4.3
Hotel/motel/inn
28,147
6.7
120
—
28,267
2.4
Amusement and recreation centers
—
—
14,648
1.9
14,648
1.2
Gas stations
17,689
4.2
1,014
0.1
18,703
1.6
Non-essential retail
33,252
7.9
81,642
10.7
114,894
9.7
$
147,621
35.1
%
$
108,391
14.1
%
$
256,012
21.6
%

industry. We identified ~~35.1%~~6.4% of total commercial real estate loans, 1.9% of total commercial loans and ~~14.1%~~27.6% of ~~the commercial~~total construction and land development loans as being ~~at-risk.~~

~~The non-essential retail commercial real estate~~at-risk at March 31, 2021. Modified loans in industries not considered at risk totaled $12.7 million at March 31, 2021. As of March 31, 2021 total balances within the at-risk industries are ~~secured by a mix of retail spaces, including strip centers, convenience stores, and apparel and hobby shops. Non-essential retail commercial loans include the following sectors:~~as follows:

(In thousands)
Commercial
Apparel
$
314
Automotive
1,999
Beverage
1,601
Commercial print
2,181
Furniture
4,215
General
855
Home & garden
8,028
Personal services
6,250
Professional services
19,058
Repairs and maintenance
10,427
Sporting goods & hobbies
5,834
Transit services
4,794
Wholesale
16,086
$
81,642



	Commercial Real Estate				Commercial				Construction and Land Development				Total
(Dollars in thousands)	Total Loans		Total Modified		Total Loans		Total Modified		Total Loans		Total Modified		Total Loans		Total Modified
Hotel/motel/inn	$	27,632	$	14,180	$	239	$	120	$	9,330	$	9,330	$	37,201	$	23,630
Non-essential retail - personal services		143		127		5,936		4,820		—		—		6,079		4,947
Non-essential retail - transit services		—		—		5,003		3,094		—		—		5,003		3,094
	$	27,775	$	14,307	$	11,178	$	8,034	$	9,330	$	9,330	$	48,283	$	31,671

The Company has established a modification program in accordance with applicable regulations to provide economic relief. In working with our borrowers, the Company has provided up to six month payment deferrals. Under the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for the COVID-19 modifications and therefore will not be classified as troubled debt restructurings.

~~The following table summarizes the modifications by deferment period and modification type.~~

June 30, 2020
Payment Deferred
Interest Only
Total Modified
(Dollars in thousands)
Balance
Number of loans
Balance
Number of loans
Balance
Number of loans
3-month
$
43,350
51
$
18,081
25
$
61,431
76
5-month
4,824
3
—
—
4,824
3
6-month
94,430
116
103,553
92
197,983
208
$
142,604
170
$
121,634
117
$
264,238
287

AsCongress, the President, and the Board of ~~June 30,~~Governors of the Federal Reserve System (the “Federal Reserve”) have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a $2 trillion legislative package, was signed into law at the end of March 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. Additionally, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act was enacted on December 27, 2020, providing for a second round of PPP loans. Also on December 27, 2020, the ~~Company modified 287 loans totaling $264.2 million or 20.6%~~Consolidated Appropriations Act passed on December 27, 2020 provided the option of postponing adoption of the ~~total loan portfolio. Included in those modifications were 132 modified commercial real estate loans totaling $139.0 million, or 33.0%~~standard until the earlier of the ~~commercial real estate loan portfolio, 146 modified commercial loans totaling $113.3 million, or 14.9%~~end of the ~~commercial loan portfolio, two modified construction and land development loans totaling $11.2 million,~~national emergency declaration related to the COVID-19 pandemic or 19.7% of the construction and land development loan portfolio and seven residential loans totaling $718,000, or 1.8% of the residential loan portfolio. As of June 30, 2020, total deferred interest for all modified loans was $2.2 million. In orderDecember 31, 2022. The Federal Reserve also took actions to mitigate the ~~risk associated with these modifications~~economic impact of the ~~Company has incorporated covenants that require borrowers~~COVID-19 pandemic, including cutting the federal funds rate 150 basis points and targeting a 0 to ~~submit quarterly financial statements, prohibits them from distributing funds~~25 basis point rate. In addition to ~~any owner or stockholder (with~~ the ~~exception~~general impact of ~~payroll) and also prohibits them from making any payments on debt owed to subordinated debt holders for~~ the ~~duration~~COVID-19 pandemic, certain provisions of ~~their modification. Under~~ the CARES Act ~~these modifications~~as well as other legislative and regulatory relief efforts are ~~not classified as TDRs and are not considered delinquent.~~expected to have a material impact on the Company’s operations.

The ~~CARES~~Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act ~~authorized~~(the Economic Aid Act) amended the ~~Small Business Administration (“SBA”)~~PPP by extending the authority of the SBA to ~~temporarily~~ guarantee loans ~~under a new 7(a) program called~~and the ~~Paycheck Protection Program (“PPP”). An eligible business can apply for a~~ability of PPP ~~loan up~~lenders to ~~a greater of: (1) 2.5 times its average monthly “payroll costs;” or (2) $10.0 million.~~disburse PPP loans ~~will have: (a) an interest rate~~until March 31, 2021. The PPP Extension Act of ~~1.0%, (b) a five-year loan term~~2021, which was enacted on March 30, 2021, extends the PPP application deadline to ~~maturity for loans made on or after~~May 31, 2021, and provides the SBA additional time to process applications through June ~~5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend~~30, 2021. During the ~~maturity for such loans to five years); and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100%~~first round 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 forgiven under the PPP if employee and compensation levels of the business are maintained and 75% of the loan proceeds are used for payroll expenses, with the remaining 4% of the loan proceeds used for other qualifying expenses.

~~As of June 30, 2020,~~ the Company originated ~~341 loans totaling~~ $78.0 million in PPP loans. As of March 31, 2021, the Company has originated an additional $42.7 million under the second round of the PPP. The Company continues to work with customers who received PPP loans on applying for loan forgiveness, and ~~received $2.8~~as of March 31, 2021, of the $120.7 million in fee income from the SBA for the origination. The fee income was deferred and is being accreted over the shorter of the repayment period or the contractual life of these loans. The Company recognized $255,000 of this fee income into interest income in the second quarter of 2020.PPP loans issued, only $57.5 million remained outstanding.

Allowance for Loan Losses. The allowance for loan losses is maintained at levels considered adequate by management to provide for probable loan losses inherent in the loan portfolio as of the consolidated balance sheet reporting dates. The allowance for loan losses is based on management’s assessment of various factors affecting the loan portfolio, including loan growth, portfolio composition, delinquent and non-accrual loans, national and local business and economic conditions and loss experience and an overall evaluation of the quality of the underlying collateral.

3533

The following table sets forth activity in our allowance for loan losses for the periods indicated:



	Six Months Ended				Three Months Ended
	June 30,				March 31,
(Dollars in thousands)	2020		2019		2021		2020
Allowance at beginning of period	$	13,844	$	11,680	$	18,518	$	13,844
Provision for loan losses		3,971		2,816		753		3,099
Charge offs:
Real estate:
Commercial		—		—		150		—
Residential		—		—		—		—
Construction and land development		—		—		—		—
Commercial		239		2,223		43		97
Consumer		513		547		156		229
Total charge-offs		752		2,770		349		326

Recoveries:
Real estate:
Commercial		—		—		81		—
Residential		4		4		—		4
Construction and land development		—		—		—		—
Commercial		7		15		—		7
Consumer		84		45		29		46
Total recoveries		95		64		110		57

Net charge-offs		657		2,706		239		269

Allowance at end of period	$	17,158	$	11,790	$	19,032	$	16,674

Non-performing loans at end of period	$	26,039	$	5,418	$	7,455	$	24,934
Total loans outstanding at end of period (1)		1,282,249		896,916		1,327,168		1,145,956
Average loans outstanding during the period (1)		1,138,223		872,912		1,317,638		1,068,525

Allowance to non-performing loans		65.89%		217.61%		255.29%		66.87%
Allowance to total loans outstanding at end of period		1.34%		1.31%		1.43%		1.46%
Net charge-offs to average loans outstanding during the period (annualized)		0.12%		0.62%		0.07%		0.10%

(1) Loans are presented before the allowance for loan losses but include deferred fees/costs

During the ~~six~~three months ended ~~June 30, 2020, total net charge-offs were $657,000~~March 31, 2021, the provision for loan losses was $753,000 compared to ~~net charge-offs of $2.7~~$3.1 million for the same period in ~~2019. Charge-offs~~2020. The decrease in the provision is primarily attributable to the impact COVID-19 had on the first quarter 2020 primarily resulted from one BancAlliance relationship and purchased consumer loans. The Bank accepted a short-sale that resulted in a charge-off of $97,000 on a $490,000 commercial loan relationship that was originated through the BancAlliance network. As of June 30, 2020, we had $6.4 million in loans originated through BancAlliance network outstanding. Our last BancAlliance loan origination was in 2017, and at this time we are not anticipating originating any new loans through this network.

During the six months ended June 30, 2020, the Bank had net charge-offs of $418,000 in unsecured consumer loans that were purchased through the BancAlliance Lending Club Program. This program encompasses loans risk graded by Lending Club as A through C with a 680 minimum credit score, out of a possible risk grade of A through G. The Lending Club retains the servicing of these loans. As of June 30, 2020, we had $8.2 million in outstanding consumer loans that were purchased through this program. Our last Lending Club investment purchase was in May 2018 and as of May 2019, we have stopped reinvesting any proceeds in new pools. At this time we are not anticipating purchasing any new loans through this network.provision.

Results of Operations for the Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

General. Net income increased ~~$719,000,~~$3.1 million, or ~~28.4%~~249.1%, to ~~$3.3~~$4.3 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$2.5~~$1.2 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase was primarily related to an increase of ~~$2.4~~$2.8 million in net interest and dividend income and a decrease in the provision for loan losses of ~~$482,000,~~$2.3 million, partially offset by ~~a decrease~~an increase in ~~noninterest~~ income tax expense of ~~$352,000~~$1.2 million and an increase in noninterest expense of ~~$1.5 million and in increase in income tax expense of $367,000.~~$907,000.

Interest and Dividend Income. Interest and dividend income increased ~~$1.9~~$1.8 million, or ~~15.1%~~12.8%, to ~~$14.6~~$15.9 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$12.7~~$14.1 million for the three months ended ~~June 30, 2019.~~March 31, 2020. This increase was attributable to an increase in interest and fees on loans, which increased ~~$2.1~~$1.9 million, or ~~17.3%~~14.1%, to ~~$14.4~~$15.7 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$12.3~~$13.8 million for the three months ended ~~June 30, 2019,~~March 31, 2020, partially offset by a decrease in interest and dividends on securities of ~~$161,000,~~$89,000, or ~~38.3%~~34.5%, to ~~$259,000~~$169,000 for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$420,000~~$258,000 for the three months ~~ended June 30, 2019.~~March 31, 2020.

The increase in interest income on loans was due to an increase in the average balance of loans of ~~$327.4~~$249.1 million, or ~~37.2%~~23.3%, to ~~$1.21~~$1.32 billion for the three months ended ~~June 30, 2020,~~March 31, 2021, from ~~$880.5 million~~$1.07 billion for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase in interest income is also attributable to the accretion of fee income related to the forgiveness of SBA PPP loans. The amount of income recognized from the forgiveness totaled $625,000 for the three months ended March 31, 2021. There was no income recognized from the forgiveness of PPP loans for the three months ended March 31, 2020. The increase was partially offset by a decrease in loan yields of 8038 basis points to 4.77% for the three months ended ~~June 30, 2020~~March 31, 2021 due to a decrease in market interest ~~rates.~~rates, and an increase in mortgage warehouse loan balances, which have a lower rate.

The decrease in interest and dividends on securities was due to a decrease in the average balance of investment securities of ~~$13.3~~$12.0 million, or ~~25.1%~~27.0%, to ~~$39.8~~$32.2 million for the three months ended ~~June 30, 2020~~Mach 31, 2021 from ~~$53.1~~$44.2 million for the three months ended ~~June 30, 2019.~~March 31, 2020. In addition, interest and dividend income on securities decreased due to the yield on securities decreasing 56151 basis points due to a decrease in market interest rates.

Interest Expense. Interest expense decreased ~~$511,000,~~$1.0 million, or ~~24.0%~~51.4%, to ~~$1.6~~$981,000 for the three months ended March 31, 2021 from $2.0 million for the three months ended ~~June 30, 2020 from $2.1 million for the three months ended June 30, 2019.~~March 31, 2020. The decrease was caused by ~~a decrease~~decreases in interest expense on deposits and ~~a decrease in the interest expense on~~ borrowings. Interest expense on borrowings decreased $~~423,000,~~301,000, or ~~70.6%~~81.1%, to ~~$176,000~~$70,000 for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$599,000~~$371,000 for the three months ~~ended June 30, 2019 due to the decrease in market interest rates. The interest expense on borrowings decreased~~March 31, 2021 due to a decrease in the average balance of borrowings of ~~$37.3~~$65.4 million, or ~~41.1%~~82.9%, to ~~$53.4~~$13.5 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$90.7~~$78.9 million for the three months ended ~~June 30, 2019. Interest expense also decreased due to~~March 31, 2020. The decrease in average balance was partially offset by an increase in the ~~yield on~~cost of borrowings ~~decreasing 132~~of 19 basis points to ~~1.32%~~2.07% for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~2.64%~~1.88% for the three months ended ~~June 30, 2019.~~March 31, 2020.

Interest expense on deposits decreased ~~$88,000,~~$735,000, or ~~5.7%~~44.7%, to ~~$1.4~~$911,000 for the three months ended March 31, 2021 from $1.6 million for the three months ended ~~June 30, 2020 from $1.5 million for the three months ended June 30, 2019.~~March 31, 2020. This was due primarily to the ~~yield on~~cost of interest-bearing deposits decreasing 2661 basis points to ~~0.83%~~0.43% for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~1.09%~~1.04% for the three months ended ~~June 30, 2019.~~March 31, 2020. The decrease in ~~yield~~cost was partially offset by an increase in the average balance of interest-bearing deposits of ~~$133.3~~$211.0 million, or ~~23.6%~~33.2%, to ~~$697.5~~$846.1 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$564.2~~$635.1 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase resulted primarily from an increase in the average balance of certificates of deposit, which increased ~~$37.4~~$32.6 million, or ~~30.4%~~24.3%, NOW accounts, which increased $29.0 million, or 23.3%, and money market accounts, which increased ~~$58.1~~$119.2 million, or ~~26.0%~~46.6%.

Net Interest and Dividend Income. Net interest and dividend income increased by ~~$2.4~~$2.8 million, or ~~23.0%~~23.5%, to ~~$13.0~~$14.9 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$10.6~~$12.1 million for the three months ended ~~June 30, 2019.~~Mach 31, 2020. The growth in net interest and dividend income this quarter over the prior year’s ~~second~~first quarter was primarily the result of an increase in our average interest earning assets of ~~$324.1~~$330.2 million, or ~~34.4%~~29.2%, ~~partially~~ offset by ~~the~~an increase in average interest-bearing liabilities of $145.7 million, or 20.4% and a decrease in net interest margin of 3819 basis ~~points.~~points to 4.08%.

Provision for Loan Losses. The provision for loan losses was ~~$872,000~~$753,000 for the three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$1.4~~$3.1 million for the three months ended ~~June 30, 2019.~~March 31, 2020, which was a decrease of $2.3 million, or 75.7%. The changes in the provision were based on management’s assessment of economic conditions, including the impact of the COVID-19 pandemic, loan portfolio growth and composition changes, historical charge-off trends, levels of problem loans and other asset quality trends. The ~~decrease of $482,000, or 35.6%,~~decreased provision was ~~primarily due to net charge-offs of $1.4 million incurred in~~further reduced by decreasing loan balances during the ~~second~~first quarter of ~~2019 as compared to $388,000 of net charge-offs during~~2021. These decreases were offset by increases inspecific reserves resulting from loan impairments occurring after the ~~second~~first quarter of 2020.

The Company has reviewed certain qualitative factors in light of significant economic deterioration due to COVID-19. As some businesses remain shut down and others operate at reduced capacities, the Company continues to work with borrowers and offer relief in the form of short-term payment deferrals as well as originating PPP loans through the SBA. There remains significant uncertainty of the full impact of COVID-19 as there is no set timeline as to when our customers can return to normal operations. As a result of the economic impact of COVID-19, increased provisions of $581,000 were recognized and 287 loans were modified totaling $264.2 million as of June 30, 2020.

The provision recorded resulted in an allowance for loan losses of ~~$17.2~~$19.0 million, or ~~1.34%~~1.43% of total loans, at ~~June 30, 2020,~~March 31, 2021, compared to ~~$13.8~~$18.5 million, or ~~1.42%~~1.39% of total loans, at December 31, ~~2019,~~2020, and ~~$11.8~~$16.7 million, or ~~1.31%~~1.46% of total loans, at ~~June 30, 2019.~~March 31, 2020. Included in total loans at ~~June 30, 2020~~March 31, 2021 was ~~$78.0~~$57.5 million in PPP loans originated as part of the CARES Act ~~where~~that we believe have no credit risk due to a government guarantee; therefore, we have not provided an allowance for losses ~~due to the SBA guarantee, which has lowered the allowance as a percentage of total~~for these loans.Excluding PPP loans, the allowance to total loans as of ~~June 30, 2020~~March 31, 2021 was ~~1.42%~~1.50%. As of ~~June 30, 2020 the warehouse business line had $184.8~~March 31, 2021, there was $244.1 million in outstanding mortgage warehouse loans. These loans are assessed at a lower credit risk and do not carry the same allocation as a traditional commercial loan. As of ~~June 30, 2020, $462,000~~March 31, 2021, $366,000 in reserves were allocated to the mortgage warehouse ~~business line~~ loans. Non-accrual loans as of ~~June 30, 2020~~March 31, 2021 consisted primarily of ~~two~~three commercial ~~relationships and one commercial real estate relationship.~~relationships. Impairment was evaluated and specific reserves of ~~$1.9~~$3.4 million were allocated to impaired loans as of ~~June 30, 2020.~~March 31, 2021.

Noninterest Income. Noninterest income ~~decreased $352,000,~~increased $8,000, or ~~33.3%~~0.8%, ~~to $704,000~~and was $1.0 million for each of the three months ended ~~June 30, 2020 compared to $1.1 million for the three months ended June 30, 2019.~~March 31, 2021 and 2020. The ~~decrease~~increase was primarily due to an increase in other income of $51,000, or 268.4%, and an increase in bank owned life insurance income of $40,000, or 22.3%, partially offset by a decrease in other service charges and fees of ~~$245,000,~~$110,000, or ~~48.4%, and~~23.9%. Other income increased primarily due to a ~~decrease~~one-time incentive payment on a service contract. Bank owned life insurance income increased due to the purchase of additional policies in ~~customer service fees on deposit accounts of $92,000, or 25.8%. The decreases in other~~2020. Other service charges and fees ~~and customer service fees on deposit accounts were~~decreased primarily due to ~~waiving fees for customers impacted by COVID-19.~~higher average deposit balances, which resulted in decreased overdraft fees.

Noninterest Expense. Noninterest expense increased ~~$1.5 million,~~$907,000, or ~~21.5%~~10.9%, to ~~$8.4~~$9.2 million for the three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$6.9~~$8.3 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase was primarily due to an increase in salaries and employee benefits expense, deposit insurance expenses, data processing fees and other ~~expense,~~expenses, partially offset by a decrease in ~~occupancy expense~~write downs of other assets and ~~professional fees.~~receivables. The increase in salary and employee benefits of ~~$1.5~~$1.1 million, or ~~35.7%~~19.9%, for the three months ended ~~June 30,~~March 31, 2021 when compared to the same period in 2020 ~~in salary and employee benefits~~ was primarily due to stock based compensation expense and a higher number of sales and operations ~~positions compared to the same period in 2019, the addition of staff from the warehouse business line purchase, and our ESOP expense which~~positions. Deposit insurance expenses increased ~~due to the acquisition of additional shares from our second-step conversion and related stock offering in October 2019. Other expense increased due to increased loan workout expenses.~~ Occupancy expense decreased primarily due to the acceleration of our leasehold improvements amortization related to the closure of our Hampton, New Hampshire branch in 2019. Professional fees decreased$75,000, or 241.9%, primarily due to one-time ~~consulting services incurred~~credits that were recognized in ~~2019~~the first quarter of 2020 that resulted in a lower expense. Data processing fees increased $96,000 or 42.7%, primarily due to ~~aid~~new contracts for deposit services. These increases were offset by a decrease in ~~implementing~~write downs of other assets and receivables of $500,000. In the first quarter of 2020, a ~~continuous improvement culture~~write-down of a notes receivable balance was completed after the Company evaluated the collectability and ~~our development of deposit products and services.~~determined that $500,000 was uncollectible.

Income Tax Provision. We recorded a provision for income taxes of ~~$1.3~~$1.7 million for the three months ended ~~June 30, 2020,~~March 31, 2021, reflecting an effective tax rate of 27.9%, compared to a provision of ~~$889,000~~$446,000 for the three months ended ~~June 30, 2019,~~March 31, 2020, reflecting an effective tax rate of ~~26.0%~~26.6%.

3836

Average Balance Sheet and Related Yields and Rates

The following ~~tables set~~table sets forth the average balance sheets, annualized average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the amount of tax free interest-earning assets is immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.



	For the Three Months Ended June 30,
	2020					2019					For the Three Months Ended March 31,
			Interest					Interest			2021					2020
	Average		Earned/		Yield/	Average		Earned/		Yield/			Interest					Interest
	Balance		Paid		Rate	Balance		Paid		Rate	Average		Earned/		Yield/	Average		Earned/		Yield/
(Dollars in thousands)											Balance		Paid		Rate (5)	Balance		Paid		Rate (5)
Assets:
Interest-earning assets:
Loans	$	1,207,921	$	14,391	4.77%	$	880,501	$	12,270	5.57%
Loans (1)											$	1,317,638	$	15,697	4.77%	$	1,068,525	$	13,760	5.15%
Short-term investments		18,915		4	0.08%		8,859		41	1.85%		112,198		23	0.08%		19,176		71	1.48%
Investment securities		38,503		219	2.28%		49,188		366	2.98%
Debt securities available-for-sale												31,344		166	2.12%		41,031		237	2.31%
Federal Home Loan Bank stock		1,323		40	12.09%		3,986		54	5.42%		895		3	1.34%		3,161		21	2.66%
Total interest-earning assets		1,266,662		14,654	4.63%		942,534		12,731	5.40%		1,462,075		15,889	4.35%		1,131,893		14,089	4.98%
Non-interest earning assets		59,271					60,743					66,157					57,183
Total assets	$	1,325,933				$	1,003,277				$	1,528,232				$	1,189,076
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Savings accounts	$	129,753	$	77	0.24%	$	109,052	$	78	0.29%	$	151,375	$	55	0.15%	$	121,106	$	105	0.35%
Money market accounts		281,457		516	0.73%		223,318		667	1.19%		375,078		477	0.51%		255,883		705	1.10%
NOW accounts		126,023		113	0.36%		108,963		113	0.41%		153,294		98	0.26%		124,286		155	0.50%
Certificates of deposit		160,295		737	1.84%		122,896		673	2.19%		166,388		281	0.68%		133,819		681	2.04%
Total interest-bearing deposits		697,528		1,443	0.83%		564,229		1,531	1.09%		846,135		911	0.43%		635,094		1,646	1.04%
Borrowings		53,438		176	1.32%		90,710		599	2.64%		13,500		70	2.07%		78,869		371	1.88%
Total interest-bearing liabilities		750,966		1,619	0.86%		654,939		2,130	1.30%		859,635		981	0.46%		713,963		2,017	1.13%
Noninterest-bearing liabilities:
Noninterest-bearing deposits		324,296					203,706					412,350					226,440
Other noninterest-bearing liabilities		15,659					14,361					17,987					15,731
Total liabilities		1,090,921					873,006					1,289,972					956,134
Total equity		235,012					130,271					238,260					232,942
Total liabilities and
equity	$	1,325,933				$	1,003,277				$	1,528,232				$	1,189,076
Net interest income			$	13,035				$	10,601				$	14,908				$	12,072
Interest rate spread (1)					3.77%					4.10%
Net interest-earning assets (2)	$	515,696				$	287,595
Net interest margin (3)					4.12%					4.50%
Interest rate spread (2)															3.89%					3.85%
Net interest-earning assets (3)											$	602,440				$	417,930
Net interest margin (4)															4.08%					4.27%
Average interest-earning assets to
interest-bearing liabilities		168.67%					143.91%					170.08%					158.54%

(1)Interest earned/paid on loans includes fee income related to SBA loan forgiveness of $625,000 for the three months ended March 31, 2021. There was no fee income related to SBA loan forgiveness for the three months ended March 31, 2020. Interest earned/paid on loans also includes mortgage warehouse loan origination fee income of $388,000 and $54,000 for the three months ended March 31, 2021 and March 31, 2020, respectively.

(2)Net interest rate spread represents the difference between the weighted average yield on interest-bearing assets and the weighted average ~~rate~~ of interest-bearing liabilities.

~~(2)~~(3)Net interest-earning assets represent total ~~interest-earning~~interest earning assets less total interest-bearing liabilities.

~~(3)~~(4)Net interest margin represents net interest income divided by average total interest-earning assets.

(5)Annualized.

3937

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effect attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.

For the Three Months Ended June 30, 2020
Compared to the Three Months Ended June 30, 2019
Increase (Decrease) Due to
Total
Rate
Volume
Increase
‎(Decrease)
(In thousands)
Interest-earning assets:
Loans
$
(1,966)
$
4,087
$
2,121
Short-term investments
(59)
22
(37)
Investment securities
(76)
(72)
(148)
Federal Home Loan Bank stock
38
(51)
(13)
Total interest-earning assets
(2,063)
3,986
1,923
Interest-bearing liabilities:
Savings accounts
(14)
13
(1)
Money market accounts
(298)
147
(151)
NOW accounts
(16)
17
1
Certificates of deposit
(119)
182
63
Total interest-bearing deposits
(447)
359
(88)
Borrowings
(232)
(191)
(423)
Total interest-bearing liabilities
(679)
168
(511)
Change in net interest income
$
(1,384)
$
3,818
$
2,434

~~Results of Operations for the Six Months Ended June 30, 2020 and 2019~~

~~General~~. Net income decreased $268,000, or 5.64%, to $4.4 million for the six months ended June 30, 2020 from $4.7 million for the six months ended June 30, 2019. The decrease was primarily related to an increase of $3.0 million in noninterest expense, an increase in provision for loan losses of $1.2 million, and a decrease in noninterest income of $388,000, partially offset by an increase in net interest and dividend income of $4.3 million.

~~Interest and Dividend Income~~. Interest and dividend income increased $3.9 million, or 15.7%, to $28.7 million for the six months ended June 30, 2020 from $24.9 million for the six months ended June 30, 2019. This increase was primarily attributable to an increase in interest and fees on loans, which increased $4.2 million, or 17.4%, to $28.2 million for the six months ended June 30, 2020 from $24.0 million for the six months ended June 30, 2019, partially offset by a decrease in interest and dividends on securities of $307,000, or 37.3%, to $517,000 for the six months ended June 30, 2020 from $824,000 for the six months ended June 30, 2019.

The increase in interest income on loans was due to an increase in the average balance of loans of $265.3 million, or 30.4%, to $1.14 billion for the six months ended June 30, 2020, from $872.9 million for the six months ended June 30, 2019. The increase was partially offset by a decrease in loan yields of 54 basis points to 4.95% for the six months ended June 30, 2020 due to a decrease in market interest rates.

The decrease in interest and dividends on securities was due to a decrease in the average balance of investment securities of $11.7 million, or 21.8%, to $42.0 million for the six months ended June 30, 2020 from $53.7 million for the six months ended June 30, 2019. In addition, interest and dividend income decreased due to the yield on securities decreasing 61 basis points due to a decrease in market interest rates.

~~Interest Expense~~. Interest expense decreased $465,000, or 11.3%, to $3.6 million for the six months ended June 30, 2020 from $4.1 million for the six months ended June 30, 2019. The decrease was caused by a decrease in interest expense on borrowings, partially offset by an increase in interest expense on deposits. Interest expense on borrowings decreased$586,000, or 51.7%, to $547,000 for the six months ended June 30, 2020 from $1.1 million for the six months ended June 30, 2019. The interest expense on borrowings decreased due to a decrease in the average balance of borrowings of $19.5 million, or 22.7%, to $66.2 million for the three months ended June 30, 2020 from $85.6 million for the three months ended June 30, 2019. Interest expense on borrowings also decreased due to the yield on

~~borrowings decreasing 100 basis points to 1.65% for the six months ended June 30, 2020 from 2.65% for the six months ended June 30, 2019 due to a decrease in market interest rates.~~

Interest expense on deposits increased $121,000, or 4.1%, to $3.1 million for the six months ended June 30, 2020 from $3.0 million for the three months ended June 30, 2019. This was due primarily to an increase in the average balance of interest-bearing deposits of $99.4 million, or 17.5%, to $666.3 million for the six months ended June 30, 2020 from $566.9 million for the six months ended June 30, 2019. The increase resulted primarily from an increase in the average balance of certificates of deposit, which increased $33.6 million, or 29.6%, and money market accounts, which increased $41.2 million, or 18.1%. The increase was partially offset by a decrease in the yield on interest-bearing deposits of 12 basis points to 0.93% for the six months ended June 30, 2020 from 1.05% for the six months ended June 30, 2019.

~~Net Interest and Dividend Income~~. Net interest and dividend income increased by $4.3 million, or 20.9%, to $25.1 million for the six months ended June 30, 2020 from $20.8 million for the six months ended June 30, 2019. The growth in net interest and dividend income was primarily the result of an increase in our average interest earning assets of $266.0 million, or 28.5%, partially offset by the decrease in net interest margin of 26 basis points.

~~Provision for Loan Losses~~. The provision for loan losses was $4.0 million for the six months ended June 30, 2020 compared to $2.8 million for the six months ended June 30, 2019. The changes in the provision were based on management’s assessment of economic conditions, including the impact of the COVID-19 pandemic, loan portfolio growth and composition changes, historical charge-off trends, levels of problem loans and other asset quality trends. During the six months ended June 30, 2020, we had $657,000 in loan net charge-offs compared to $2.7 million for the six months ended June 30, 2019.

The Company has reviewed certain qualitative factors in light of significant economic deterioration due to COVID-19. As some businesses remain shut down and others operate at reduced capacities, the Company continues to work with borrowers and offer relief in the form of short-term payment deferrals as well as originating PPP loans through the SBA. There remains significant uncertainty of the full impact of COVID-19 as there is no set timeline as to when our customers can return to normal operations. As a result of the economic impact of COVID-19, increased provisions of $1.3 million were recognized and 287 loans were modified totaling $264.2 million as of June 30, 2020.

The provision recorded resulted in an allowance for loan losses of $17.2 million, or 1.34% of total loans, at June 30, 2020, compared to $13.8 million, or 1.42% of total loans, at December 31, 2019, and $11.8 million, or 1.31% of total loans, at June 30, 2019. Included in total loans at June 30, 2020 was $78.0 million in PPP loans originated as part of the CARES Act where we have not provided for losses due to the SBA guarantee, which has lowered the allowance as a percentage of total loans. Excluding PPP loans, the allowance to total loans as of June 30, 2020 was 1.42%. As of June 30, 2020 the warehouse business line had $184.8 million in outstanding loans. These loans are assessed at a lower credit risk and do not carry the same allocation as a traditional commercial loan. As of June 30, 2020, $462,000 in reserves were allocated to the warehouse business line loans. Non-accrual loans as of June 30, 2020 consisted primarily of two commercial relationships and one commercial real estate relationship. Impairment was evaluated and specific reserves of $1.9 million were allocated to impaired loans as of June 30, 2020.

~~Noninterest Income~~. Noninterest income decreased $388,000, or 18.5%, to $1.7 million for the six months ended June 30, 2020 compared to $2.1 million for the six months ended June 30, 2019. The decrease is primarily due to a decrease in the gains on sales of securities of $113,000, or 100.0%. We repositioned some of our securities in 2019 by selling some municipal and mortgage backed securities that were close to maturity and reinvested into longer-term mortgage-backed securities. Other service charges and fees decreased $197,000, or 21.5%, and customer service fees on deposit accounts decreased $69,000, or 10.1%. The decreases in other service charges and fees and customer service fees on deposit accounts was primarily due to waiving fees for customers impacted by COVID-19.

~~Noninterest Expense~~. Noninterest expense increased $3.0 million, or 22.3%, to $16.6 million for the six months ended June 30, 2020 compared to $13.6 million for the six months ended June 30, 2019. The increase was primarily due to an increase in salaries and employee benefits expense, write-down of a note receivable, and other expense, partially offset by a decrease in occupancy expense and professional fees. The increase of $2.6 million, or 30.7%, for the six months ended June 30, 2020 in salary and employee benefits was primarily due to a higher number of sales and operations positions compared to the same period in 2019, the addition of staff from the warehouse business line purchase, and our ESOP expense which increased due to the acquisition of additional shares from our second-step conversion and related stock offering in October 2019. A write-down of a note receivable was completed after the Company evaluated the collectability and determined that $500,000 is uncollectible. Other expense increased due to increased loan workout expenses. Occupancy expense decreased primarily due to the acceleration of our leasehold improvements amortization related to the closure of our Hampton, New Hampshire branch in 2019. Professional fees decreased primarily due to one-time consulting services incurred in 2019 to aid in implementing a continuous improvement culture and our development of deposit products and services.

~~Income Tax Provision~~. We recorded a provision for income taxes of $1.7 million for the six months ended June 30, 2020 and 2019, reflecting an effective tax rate of 27.5% and 26.0% for the six months ended June 30, 2020 and 2019, respectively.

~~Average Balance Sheet and Related Yields and Rates~~

The following tables set forth the average balance sheets, annualized average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the amount of tax-free interest-earning assets is immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

For the Six Months Ended June 30,
2020
2019
Interest
Interest
Average
Earned/
Yield/
Average
Earned/
Yield/
Balance
Paid
Rate
Balance
Paid
Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans
$
1,138,223
$
28,151
4.95%
$
872,912
$
23,969
5.49%
Short-term investments
19,045
75
0.79%
6,620
67
2.02%
Investment securities
39,767
457
2.30%
49,980
738
2.95%
Federal Home Loan Bank stock
2,242
60
5.35%
3,761
86
4.57%
Total interest-earning assets
1,199,277
28,743
4.79%
933,273
24,860
5.33%
Non-interest earning assets
58,227
62,044
Total assets
$
1,257,504
$
995,317
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Savings accounts
$
125,430
$
182
0.29%
$
113,518
$
186
0.33%
Money market accounts
268,669
1,221
0.91%
227,518
1,366
1.20%
NOW accounts
125,155
268
0.43%
112,451
229
0.41%
Certificates of deposit
147,057
1,418
1.93%
113,431
1,187
2.09%
Total interest-bearing deposits
666,311
3,089
0.93%
566,918
2,968
1.05%
Borrowings
66,154
547
1.65%
85,625
1,133
2.65%
Total interest-bearing liabilities
732,465
3,636
0.99%
652,543
4,101
1.26%
Noninterest-bearing liabilities:
Noninterest-bearing deposits
275,368
196,664
Other noninterest-bearing liabilities
15,694
15,303
Total liabilities
1,023,527
864,510
Total equity
233,977
130,807
Total liabilities and
equity
$
1,257,504
$
995,317
Net interest income
$
25,107
$
20,759
Interest rate spread (1)
3.80%
4.07%
Net interest-earning assets (2)
$
466,812
$
280,730
Net interest margin (3)
4.19%
4.45%
Average interest-earning assets to
interest-bearing liabilities
163.73%
143.02%

~~(1)Net interest rate spread represents the difference between the weighted average yield on interest-bearing assets and the weighted average rate of interest-bearing liabilities.~~

~~(2)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.~~

~~(3)Net interest margin represents net interest income divided by average total interest-earning assets.~~

~~Rate/Volume Analysis~~



	For the Six Months Ended June 30, 2020						For the Three Months Ended March 31, 2021
	Compared to the Six Months Ended June 30, 2019						Compared to the Three Months Ended March 31, 2020
	Increase (Decrease) Due to				Total		Increase (Decrease) Due to				Total
	Rate		Volume		Increase ‎(Decrease)		Rate		Volume		Increase ‎(Decrease)
(in thousands)
(In thousands)
Interest-earning assets:
Loans	$	(2,558)	$	6,740	$	4,182	$	(1,089)	$	3,026	$	1,937
Short-term investments		(60)		68		8		(120)		72		(48)
Investment securities		(147)		(134)		(281)		(19)		(52)		(71)
Federal Home Loan Bank stock		13		(39)		(26)		(7)		(11)		(18)
Total interest-earning assets		(2,752)		6,635		3,883		(1,235)		3,035		1,800
Interest-bearing liabilities:
Savings accounts		(22)		19		(3)		(72)		22		(50)
Money Market accounts		(366)		221		(145)
Money market accounts								(475)		247		(228)
NOW accounts		12		27		39		(87)		30		(57)
Certificates of deposit		(99)		329		230		(536)		136		(400)
Total interest-bearing deposits		(475)		596		121		(1,170)		435		(735)
Borrowings		(365)		(221)		(586)		34		(335)		(301)
Total interest-bearing liabilities		(840)		375		(465)		(1,136)		100		(1,036)
Change in net interest income	$	(1,912)	$	6,260	$	4,348	$	(99)	$	2,935	$	2,836

Management of Market Risk

Net Interest Income Simulation. We analyze our sensitivity to changes in interest rates through a net interest income simulation model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period in the current interest rate environment. We then calculate what the net interest income would be for the same period under the assumption that interest rates increase 200 basis points from current market rates and under the assumption that interest rates decrease 100 basis points from current market rates, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

The following table presents the estimated changes in net interest income of the Bank, calculated on a bank-only basis, that would result from changes in market interest rates over twelve-month periods beginning ~~June 30, 2020~~March 31, 2021.



	At			At
	June 30,			March 31,
	2020			2021
(Dollars in thousands)	Estimated ‎Net Interest Income ‎Over Next 12 Months		Change	Estimated ‎Net Interest Income ‎Over Next 12 Months		Change
Changes in Interest Rates (Basis Points)
200	$	55,547	0.80%	$	55,191	2.60%
0		55,095	—		53,813	—
-100		55,171	0.10%		53,789	—

4338

Economic Value of Equity Simulation. We also analyze the sensitivity of our financial condition to changes in interest rates through an economic value of equity (“EVE”) model. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The EVE ratio represents the dollar amount of our EVE divided by the present value of our total assets for a given interest rate scenario. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. We estimate what our EVE would be as of a specific date. We then calculate what EVE would be as of the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate EVE under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates, and under the assumption that interest rates decrease 100 basis points from current market rates.

The following table presents the estimated changes in EVE of the Bank, calculated on a bank-only basis, that would result from changes in market interest rates as of ~~June 30, 2020~~March 31, 2021.



	At			At
	June 30,			March 31,
	2020			2021
(Dollars in thousands)	Economic ‎Value of ‎Equity		Change	Economic ‎Value of ‎Equity		Change
Changes in Interest Rates (Basis Points)
400	$	167,051	23.50%	$	304,722	9.90%
300		161,027	19.00%		299,256	7.90%
200		153,810	13.70%		292,720	5.60%
100		146,429	8.20%		286,803	3.40%
0		135,294	—		277,246	—
-100		100,579	(25.70)%		244,158	(11.90)%

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the tables presented above assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities, FHLB advances, and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At ~~June 30, 2020,~~March 31, 2021, cash and cash equivalents totaled ~~$38.2~~$132.9 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled ~~$37.0~~$34.6 million at ~~June 30, 2020.~~March 31, 2021.

At ~~June 30, 2020,~~March 31, 2021, we had the ability to borrow ~~$179.2~~$157.0 million from the Federal Home Loan Bank of Boston. On that date, we had ~~$17.0~~$13.5 million in advances outstanding. At ~~June 30, 2020,~~March 31, 2021, we also had an available line of credit with the Federal Reserve Bank of Boston’s borrower-in-custody program of ~~$219.2~~$227.8 million, none of which ~~$25.0 million~~ was outstanding as of that date.

We have no material commitments or demands that are likely to affect our liquidity other than as set forth below. In the event loan demand were to increase faster than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the Federal Home Loan Bank of Boston or obtain additional funds through brokered certificates of deposit.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had ~~$36.7~~$40.3 million and ~~$29.4~~$31.9 million in loan commitments outstanding, respectively. In addition to commitments to originate loans, at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had ~~$203.9~~$233.5 million and ~~$201.9~~$202.0 million in

unadvanced funds to borrowers, respectively. We also had ~~$1.2~~$1.6 million and ~~$1.5~~$1.7 million in outstanding letters of credit at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

A significant decrease in deposits could result in the Company having to seek other sources of funds, including brokered certificates of deposit, QwickRate deposits, and Federal Home Loan Bank of Boston advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay. We believe, however, based on past experience that a significant portion of our deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

~~Our primary investing activities~~Included in our deposit balance at March 31, 2021 is $53.7 million in deposits associated with digital asset deposit customers. These deposit balances are used to fund the ~~origination~~daily business operations of ~~loans~~the customers. Due to the nature of these deposits the Bank has determined that these deposits are non-volatile and the purchase of securities. During the six months ended June 30, 2020, excluding PPP loans of $78.0 million and warehouse business line growth of $118.2 million, we originated $179.0 million of loans, all of which were intendedtherefore do not present liquidity issues or need to be ~~held in our portfolio, and purchased United Bank’s legacy ResX Warehouse Lending portfolio~~excluded from ~~People’s United Bank, N.A totaling $66.7 million. We did not purchase or sell any securities.~~ ~~During the six months ended~~ ~~June 30, 2019, we originated $123.6 million of loans, all of which were intended to be held in our portfolio, and did not purchase any loans.~~ ~~We purchased $13.7 million and sold $13.6 million in securities.~~

Financing activities consist primarily of activity in deposit accounts, and Federal Home Loan Bank and Federal Reserve Bank borrowings. We experienced a net increase in total deposits of $270.6 million and $35.3 million for the six months ended June 30, 2020 and 2019, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Borrowings increased $17.0 million and $13.9 million during the six months ended June 30, 2020 and 2019, respectively.

The Bank is subject to various regulatory capital requirements administered by the Massachusetts Commissioner of Banks and the FDIC. At June 30, 2020, the Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines. See Note 10 of the Notes to the Unaudited Consolidated Financial Statements for additional information.

~~In October 2019, the Company successfully completed its second-step mutual-to-stock conversion that raised approximately $92 million in~~liquid capital. The Company down-streamed 50% of the capital raised to the Bank. Based on the additional capital, the Company feels that it has sufficient capital to withstand an extended economic recession brought by the COVID-19. However, regulatory capital could be adversely impacted by further credit losses. With only 50% being down streamed to the Bank, the Company has adequate cash to cover dividend payments in the near term. The Company is prohibited from repurchasing its stock for a period of one year subsequent to the second-step conversion. The Company will not apply for early permission to repurchase its stock and will re-evaluate after the one-year period.

The Company maintains access to multiple sources of liquidity. We have utilized wholesale funding markets and have remained open but with rates that have been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on the ~~Company’s~~Company's net interest margin. If an extended recession causes large numbers of the ~~Company’s~~company's deposit customers to withdraw their funds, the ~~Company~~company might become ~~more~~mor reliant on volatile or more expensive sources of funding.

The Bank is subject to various regulatory capital requirements administered by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. At March 31, 2021, the Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines. See Note 10 of the Notes to the Unaudited Consolidated Financial Statements for additional information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~June 30, 2020.~~March 31, 2021. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended ~~June 30, 2020,~~March 31, 2021, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

Not applicable to a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Not applicable.

(b)Not applicable.

(c)~~None.~~On October 19, 2020, the Company announced a stock repurchase program under which it would repurchase up to 1,000,000 shares of its common stock, or approximately 5.2% of the then-outstanding shares. The repurchase program was completed in February 2021. On March 12, 2021, the Company announced that its Board of Directors had adopted a stock repurchase program under which it would repurchase up to 1,400,000 shares of its common stock, or approximately 7.5% of the current outstanding shares. The repurchase program has no expiration date.The Company’s repurchases of common stock for the first quarter of 2021, under both repurchase programs were as follows:



Period	Total ‎Number of ‎Shares ‎Purchased	Average Price ‎Paid ‎per Share		Total Number of ‎Shares Purchased as ‎Part of Publicly ‎Announced Plans or ‎Programs	Maximum Number of ‎Shares that May Yet ‎Be Purchased Under ‎the Plans or ‎Programs
January 1, 2021 - January 31, 2021	89,353	$	11.72	89,151	186,108
February 1, 2021 - February 28, 2021	186,108	$	12.29	186,108	—
March 1, 2021 - March 31, 2021	197,956	$	14.25	197,956	1,202,044
Total	473,417	$	13.00	473,215

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

‎

4641

Item 6. Exhibits


3.1	Articles of Incorporation of Provident Bancorp, Inc. (1)
3.2	Bylaws of Provident Bancorp, Inc. (1)
3.3	Amendment to Bylaws (2)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from the Provident Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, formatted in Inline Extensible Business Reporting Language ~~(XBRL)~~(iXBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Unaudited Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as iXBRL and contained in exhibit 101).

~~_________________~~________________

(1)Incorporated by reference to the Company’s Registration Statement on Form S-1 (file no. 333-232018), initially filed with the Securities and Exchange Commission on June 7, 2019.

(2)Incorporated by reference to the Company’s Current Report on Form 8-K (file no. 001-39090), filed with the Securities and Exchange Commission on March 29, 2021.

‎

4742

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.


		PROVIDENT BANCORP, INC.

Date: ~~August 7, 2020~~May 13, 2021		/s/ David P. Mansfield
		David P. Mansfield
		President and Chief Executive Officer

Date: ~~August 7, 2020~~May 13, 2021		/s/ Carol L. Houle
		Carol L. Houle
		Executive Vice President and Chief Financial Officer

4843



	For the six months ended June 30,
(In thousands)	Commercial Real Estate		Commercial		Residential Real Estate		Construction and Land Development		Consumer		Unallocated		Total
Allowance for loan losses:

Balance at December 31, 2019	$	6,104	$	6,086	$	254	$	749	$	650	$	1	$	13,844
Charge-offs		—		(239)		—		—		(513)		—		(752)
Recoveries		—		7		4		—		84		—		95
Provision (credit)		654		2,533		(51)		206		630		(1)		3,971
Balance at June 30, 2020	$	6,758	$	8,387	$	207	$	955	$	851	$	—	$	17,158

Balance at December 31, 2018	$	4,152	$	5,742	$	251	$	738	$	710	$	87	$	11,680
Charge-offs		—		(2,223)		—		—		(547)		—		(2,770)
Recoveries		—		15		4		—		45		—		64
Provision (credit)		427		1,755		(24)		(89)		720		27		2,816
Balance at June 30, 2019	$	4,579	$	5,289	$	231	$	649	$	928	$	114	$	11,790



	Commercial ‎Real Estate				Commercial				Total
(In thousands)	Amount		Percent		Amount		Percent		Amount		Percent
Restaurant/fast food	$	17,256	4.1	%	$	10,967	1.4	%	$	28,223	2.4	%
Office		51,277	12.2			—	—			51,277	4.3
Hotel/motel/inn		28,147	6.7			120	—			28,267	2.4
Amusement and recreation centers		—	—			14,648	1.9			14,648	1.2
Gas stations		17,689	4.2			1,014	0.1			18,703	1.6
Non-essential retail		33,252	7.9			81,642	10.7			114,894	9.7
	$	147,621	35.1	%	$	108,391	14.1	%	$	256,012	21.6	%



(In thousands)	Commercial
Apparel	$	314
Automotive		1,999
Beverage		1,601
Commercial print		2,181
Furniture		4,215
General		855
Home & garden		8,028
Personal services		6,250
Professional services		19,058
Repairs and maintenance		10,427
Sporting goods & hobbies		5,834
Transit services		4,794
Wholesale		16,086
	$	81,642



	June 30, 2020
	Payment Deferred				Interest Only				Total Modified
(Dollars in thousands)	Balance		Number of loans		Balance		Number of loans		Balance		Number of loans
3-month	$	43,350		51	$	18,081		25	$	61,431		76
5-month		4,824		3		—		—		4,824		3
6-month		94,430		116		103,553		92		197,983		208
	$	142,604		170	$	121,634		117	$	264,238		287



	For the Three Months Ended June 30, 2020
	Compared to the Three Months Ended June 30, 2019
	Increase (Decrease) Due to				Total
	Rate		Volume		Increase ‎(Decrease)
(In thousands)
Interest-earning assets:
Loans	$	(1,966)	$	4,087	$	2,121
Short-term investments		(59)		22		(37)
Investment securities		(76)		(72)		(148)
Federal Home Loan Bank stock		38		(51)		(13)
Total interest-earning assets		(2,063)		3,986		1,923
Interest-bearing liabilities:
Savings accounts		(14)		13		(1)
Money market accounts		(298)		147		(151)
NOW accounts		(16)		17		1
Certificates of deposit		(119)		182		63
Total interest-bearing deposits		(447)		359		(88)
Borrowings		(232)		(191)		(423)
Total interest-bearing liabilities		(679)		168		(511)
Change in net interest income	$	(1,384)	$	3,818	$	2,434