Western New England Bancorp 10Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, 2021

☐

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

For the transition period from ___________ to ___________

Commission File Number: 001-16767

Western New England Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts		73-1627673
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

141 Elm Street, Westfield, Massachusetts		01086
(Address of principal executive offices)		(Zip Code)

(413) 568-1911

(Registrant’s telephone number, including area code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WNEB	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At November 1, 2021 the registrant had 22,693,541 shares of common stock, $0.01 par value, issued and outstanding.

TABLE OF CONTENTS

		Page

FORWARD-LOOKING STATEMENTS		i

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited)

	Consolidated Balance Sheets – September 30, 2021 and December 31, 2020	1

	Consolidated Statements of Net Income – Three and Nine Months Ended September 30, 2021 and 2020	2

	Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2021 and 2020	3

	Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended September 30, 2021 and 2020	4

	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2021 and 2020	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	50

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3.	Defaults upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	51

Item 6.	Exhibits	51

FORWARD–LOOKING STATEMENTS

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

●

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

●

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

●

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

●

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

●

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

●

changes in the interest rate environment that reduce margins;

●

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

●

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

●

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

●

changes in business conditions and inflation;

●

changes in credit market conditions;

●

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

●

changes in the securities markets which affect investment management revenues;

●

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

●

changes in technology used in the banking business;

●

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

●

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

●

our controls and procedures may fail or be circumvented;

●

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

●

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

●

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

●

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

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

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(Dollars in thousands, except share data)

	September 30,			December 31,
	2021			2020
ASSETS
Cash and due from banks	$	19,359		$	17,399
Federal funds sold		8,753			2,987
Interest-bearing deposits and other short-term investments		120,384			67,058
Cash and cash equivalents		148,496			87,444

Securities available-for-sale, at fair value		208,030			201,880
Securities held-to-maturity, at amortized cost (Fair value of $153,324 at September 30, 2021)		154,403			—
Marketable equity securities, at fair value		11,970			11,968
Federal Home Loan Bank stock and other restricted stock, at cost		2,698			5,160
Loans, net of allowance for loan losses of $19,837 and $21,157 at September 30, 2021 and December 31, 2020, respectively		1,826,313			1,906,226
Premises and equipment, net		24,957			25,103
Accrued interest receivable		7,931			8,477
Bank-owned life insurance		74,286			72,860
Deferred tax asset, net		13,352			12,588
Goodwill		12,487			12,487
Core deposit intangible		2,656			2,937
Other assets		23,219			18,756
TOTAL ASSETS	$	2,510,798		$	2,365,886

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Non-interest-bearing	$	627,037		$	541,759
Interest-bearing		1,597,805			1,496,371
Total deposits		2,224,842			2,038,130

Long-term debt		3,829			57,850
Subordinated debt		19,623			—
Securities pending settlement		—			160
Other liabilities		44,162			43,106
Total liabilities		2,292,456			2,139,246

SHAREHOLDERS' EQUITY:
Preferred stock - $0.01 par value, 5,000,000 shares authorized, NaN outstanding at September 30, 2021 and December 31, 2020		—			—
Common stock - $0.01 par value, 75,000,000 shares authorized, 22,848,781 shares issued and outstanding at September 30, 2021; 25,276,193 shares issued and outstanding at December 31, 2020		228			253
Additional paid-in capital		134,556			154,549
Unearned compensation - ESOP		(3,580	)		(3,997	)
Unearned compensation - Equity Incentive Plan		(1,362	)		(1,240	)
Retained earnings		102,258			88,354
Accumulated other comprehensive loss		(13,758	)		(11,279	)
TOTAL SHAREHOLDERS’ EQUITY		218,342			226,640
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,510,798		$	2,365,886

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED

(Dollars in thousands, except per share data)


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
Interest and dividend income:
Residential and commercial real estate loans	$	14,766		$	15,503		$	43,732		$	46,290
Commercial and industrial loans		3,842			3,786			12,186			10,582
Consumer loans		62			75			193			238
Debt securities, taxable		1,474			909			3,548			3,371
Debt securities, tax-exempt		3			16			9			51
Marketable equity securities		23			28			74			95
Other investments		28			118			91			457
Short-term investments		40			12			90			83
Total interest and dividend income		20,238			20,447			59,923			61,167

Interest expense:
Deposits		1,217			3,190			4,417			11,243
Long-term debt		—			789			458			2,677
Subordinated debt		256			—			453			—
Short-term borrowings		—			478			—			1,612
Total interest expense		1,473			4,457			5,328			15,532
Net interest and dividend income		18,765			15,990			54,595			45,635
(Credit) provision for loan losses		(100	)		2,725			(1,225	)		7,275

Net interest and dividend income after (credit) provision for loan losses		18,865			13,265			55,820			38,360

Non-interest income:
Service charges and fees		2,132			1,764			6,090			5,097
Income from bank-owned life insurance		485			444			1,426			1,365
Gain (loss) on available-for-sale securities, net		2			1,929			(72	)		1,965
Net unrealized gain (loss) on marketable equity securities		11			(4	)		(72	)		133
Gain on sale of mortgages		665			—			1,134			—
Gain on non-marketable equity investments		—			—			546			—
Loss on interest rate swap terminations		—			(2,353	)		(402	)		(2,353	)
Other income		—			397			58			582
Total non-interest income		3,295			2,177			8,708			6,789

Non-interest expense:
Salaries and employees benefits		8,175			7,204			23,911			21,543
Occupancy		1,124			1,120			3,512			3,359
Furniture and equipment		533			421			1,536			1,175
Data processing		698			768			2,177			2,190
Professional fees		575			615			1,708			1,851
FDIC insurance assessment		273			293			796			732
Advertising		345			326			1,030			797
Loss on prepayment of borrowings		—			—			45			—
Other expenses		2,295			2,106			6,304			5,765
Total non-interest expense		14,018			12,853			41,019			37,412
Income before income taxes		8,142			2,589			23,509			7,737
Income tax provision		2,106			488			6,030			1,535
Net income	$	6,036		$	2,101		$	17,479		$	6,202

Earnings per common share:
Basic earnings per share	$	0.27		$	0.08		$	0.74		$	0.25
Weighted average basic shares outstanding		22,620,387			24,945,670			23,602,978			25,145,411
Diluted earnings per share	$	0.27		$	0.08		$	0.74		$	0.25
Weighted average diluted shares outstanding		22,714,429			24,945,670			23,670,347			25,163,005
Dividends per share	$	0.05		$	0.05		$	0.15		$	0.15

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

(Dollars in thousands)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

Net income	$	6,036		$	2,101		$	17,479		$	6,202

Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding (loss) gains		(939	)		(1,059	)		(4,701	)		3,490
Reclassification adjustment for net (gains) losses realized in income ⁽¹⁾		(2	)		(1,929	)		72			(1,965	)
Unrealized (losses) gains		(941	)		(2,988	)		(4,629	)		1,525
Tax effect		238			746			1,154			(367	)
Net-of-tax amount		(703	)		(2,242	)		(3,475	)		1,158

Cash flow hedges:
Change in fair value of derivatives used for cash flow hedges		—			(14	)		—			(1,254	)
Reclassification adjustment for loss realized in income for interest rate swap termination⁽²⁾		—			2,353			402			2,353
Reclassification adjustment for loss realized in interest expense ⁽³⁾		—			257			—			674
Reclassification adjustment for termination fee realized in interest expense ⁽⁴⁾		—			186			282			677
Unrealized gains on cash flow hedges		—			2,782			684			2,450
Tax effect		—			(782	)		(192	)		(689	)
Net-of-tax amount		—			2,000			492			1,761

Defined benefit pension plan:
Amortization of defined benefit plan actuarial loss		234			99			701			296
Tax effect		(66	)		(28	)		(197	)		(83	)
Net-of-tax amount		168			71			504			213

Other comprehensive income (loss)		(535	)		(171	)		(2,479	)		3,132

Comprehensive income	$	5,501		$	1,930		$	15,000		$	9,334

(1)

Realized gains and losses on available-for-sale securities are recognized as a component of non-interest income. The tax effects applicable to net realized gains and losses were $1,000 and $494,000 for the three months ended September 30, 2021 and 2020. The tax effects applicable to net realized gains and losses were $15,000 and $502,000 for the nine months ended September 30, 2021 and 2020, respectively.

(2)

Loss realized in income on interest rate swap termination is recognized as a component of non-interest income. Income tax effects associated with the reclassification adjustments were $113,000 and $661,000 for the nine months ended September 30, 2021 and 2020.

(3)

Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term debt. Income tax effects associated with the reclassification adjustments were $72,000 for the three months ended September 30, 2020. Income tax effects associated with the reclassification adjustments were $189,000 for the nine months ended September 30, 2020.

(4)

Loss for termination fee realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term debt. Income tax effects associated with the reclassification adjustments were $52,000 for the three months ended September 30, 2020. Income tax effects associated with the reclassification adjustments were $79,000 and $190,000 for the nine months ended September 30, 2021 and 2020, respectively.

(1)

(2)

(3)

(4)

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Dollars in thousands, except share data)


	Common Stock
	Shares			Par Value			Additional Paid-in Capital			Unearned Compensation- ESOP			Unearned Compensation- Equity Incentive Plan			Retained Earnings			Accumulated Other Comprehensive Loss			Total

BALANCE AT DECEMBER 31, 2020		25,276,193		$	253		$	154,549		$	(3,997	)	$	(1,240	)	$	88,354		$	(11,279	)	$	226,640
Comprehensive income		—			—			—			—			—			5,791			(3,057	)		2,734
Common stock held by ESOP committed to be released (81,893 shares)		—			—			8			139			—			—			—			147
Share-based compensation - equity incentive plan		—			—			—			—			231			—			—			231
Forfeited equity incentive plan shares reissued (19,086 shares)		—			—			(212	)		—			212			—			—			—
Common stock repurchased		(711,635	)		(7	)		(5,770	)		—			—			—			—			(5,777	)
Issuance of common stock in connection with stock option exercises		19,400			—			113			—			—			—			—			113
Issuance of common stock in connection with equity incentive plan (19,827 shares)		—			—			162			—			(162	)		—			—			—
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—			(1,232	)		—			(1,232	)
BALANCE AT MARCH 31, 2021		24,583,958		$	246		$	148,850		$	(3,858	)	$	(959	)	$	92,913		$	(14,336	)	$	222,856
Comprehensive income		—			—			—			—			—			5,652			1,113			6,765
Common stock held by ESOP committed to be released (81,893 shares)		—			—			27			139			—			—			—			166
Share-based compensation - equity incentive plan		—			—			—			—			380			—			—			380
Common stock repurchased		(635,921	)		(6	)		(5,295	)		—			—			—			—			(5,301	)
Issuance of common stock in connection with equity incentive plan		122,362			1			1,020			—			(1,021	)		—			—			—
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—			(1,195	)		—			(1,195	)
BALANCE AT JUNE 30, 2021		24,070,399		$	241		$	144,602		$	(3,719	)	$	(1,600	)	$	97,370		$	(13,223	)	$	223,671
Comprehensive income		—			—			—			—			—			6,036			(535	)		5,501
Common stock held by ESOP committed to be released (81,893 shares)		—			—			35			139			—			—			—			174
Share-based compensation - equity incentive plan		—			—			—			—			362			—			—			362
Common stock repurchased		(1,221,618	)		(13	)		(10,205	)		—			—			—			—			(10,218	)
Issuance of common stock in connection with equity incentive plan (12,717 shares)		—			—			124			—			(124	)		—			—			—
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—			(1,148	)		—			(1,148	)
BALANCE AT SEPTEMBER 30, 2021		22,848,781		$	228		$	134,556		$	(3,580	)	$	(1,362	)	$	102,258		$	(13,758	)	$	218,342

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Dollars in thousands, except share data)


	Common Stock
	Shares			Par Value			Additional Paid-in Capital			Unearned Compensation- ESOP			Unearned Compensation- Equity Incentive Plan			Retained Earnings			Accumulated Other Comprehensive Loss			Total

BALANCE AT DECEMBER 31, 2019		26,557,981		$	266		$	164,248		$	(4,574	)	$	(1,124	)	$	82,176		$	(8,968	)	$	232,024
Comprehensive income		—			—			—			—			—			2,080			2,700			4,780
Common stock held by ESOP committed to be released (85,101 shares)		—			—			47			144			—			—			—			191
Share-based compensation - equity incentive plan		—			—			—			—			182			—			—			182
Forfeited equity incentive plan shares reissued (18,645 shares)		—			—			(186	)		—			186			—			—			—
Common stock repurchased		(1,015,055	)		(11	)		(8,069	)		—			—			—			—			(8,080	)
Issuance of common stock in connection with equity incentive plan		101,408			1			1,093			—			(1,094	)		—			—			—
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—			(1,288	)		—			(1,288	)
BALANCE AT MARCH 31, 2020		25,644,334		$	256		$	157,133		$	(4,430	)	$	(1,850	)	$	82,968		$	(6,268	)	$	227,809
Comprehensive income		—			—			—			—			—			2,021			603			2,624
Common stock held by ESOP committed to be released (85,101 shares)		—			—			(1	)		144			—			—			—			143
Share-based compensation - equity incentive plan		—			—			—			—			195			—			—			195
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—	��		(1,251	)		—			(1,251	)
BALANCE AT JUNE 30, 2020		25,644,334		$	256		$	157,132		$	(4,286	)	$	(1,655	)	$	83,738		$	(5,665	)	$	229,520
Comprehensive income		—			—			—			—			—			2,101			(171	)		1,930
Common stock held by ESOP committed to be released (85,101 shares)		—			—			(34	)		145			—			—			—			111
Share-based compensation - equity incentive plan		—			—			—			—			195			—			—			195
Common stock repurchased		(48,777	)		—			(283	)		—			—			—			—			(283	)
Cash dividends declared and paid on common stock ($0.05 per share)		—			—			—			—			—			(1,252	)		—			(1,252	)
BALANCE AT SEPTEMBER 30, 2020		25,595,557		$	256		$	156,815		$	(4,141	)	$	(1,460	)	$	84,587		$	(5,836	)	$	230,221

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)


	Nine Months Ended September 30,
	2021			2020
OPERATING ACTIVITIES:
Net income	$	17,479		$	6,202
Adjustments to reconcile net income to net cash provided by operating activities:
(Credit) provision for loan losses		(1,225	)		7,275
Depreciation and amortization of premises and equipment		1,739			1,560
Amortization (accretion) of purchase accounting adjustments, net		53			(16	)
Amortization of core deposit intangible		281			281
Net amortization of premiums and discounts on securities and mortgage loans		1,719			1,908
Amortization of subordinated debt issuance costs		17			—
Share-based compensation expense		973			572
ESOP expense		487			445
Gain on sale of portfolio mortgages		(227	)		—
Principal balance of loans originated for sale		(32,383	)		—
Principal balance of loans sold		32,383			—
Net change in unrealized loss (gains) on marketable equity securities		72			(133	)
Net loss (gain) on available-for-sale securities		72			(1,965	)
Income from bank-owned life insurance		(1,426	)		(1,365	)
Net change in:
Accrued interest receivable		546			(2,424	)
Other assets		(5,277	)		(239	)
Other liabilities		3,256			5,114
Net cash provided by operating activities		18,539			17,215
INVESTING ACTIVITIES:
Securities, held-to-maturity:
Purchases		(157,405	)		—
Proceeds from calls, maturities, and principal collections		2,832			—
Securities, available for sale:
Purchases		(65,291	)		(70,422	)
Proceeds from redemptions and sales		9,562			96,320
Proceeds from calls, maturities, and principal collections		43,433			69,060
Loan originations and principal payments, net		73,327			(199,289	)
Redemption of Federal Home Loan Bank of Boston stock		2,462			5,225
Proceeds from sale of portfolio mortgages		7,801			—
Purchases of premises and equipment		(1,623	)		(3,011	)
Proceeds from sale of premises and equipment		—			66
Net cash used in investing activities		(84,902	)		(102,051	)
FINANCING ACTIVITIES:
Net increase in deposits		186,738			333,464
Net change in short-term borrowings		—			(35,000	)
Repayment of long-term debt		(54,011	)		(100,639	)
Proceeds from issuance of long-term debt		—			46,417
Proceeds from subordinated debt issuance		20,000			—
Payment of subordinated debt issuance costs		(394	)		—
Cash dividends paid		(3,575	)		(3,791	)
Common stock repurchased		(21,456	)		(8,244	)
Issuance of common stock in connection with stock option exercise		113			—
Net cash provided by financing activities		127,415			232,207

NET CHANGE IN CASH AND CASH EQUIVALENTS:		61,052			147,371
Beginning of period		87,444			24,741
End of period	$	148,496		$	172,112

Supplemental cash flow information:
Net change in cash due to broker	$	(160	)	$	57,226
Interest paid		5,406			15,773
Taxes paid		5,476			6,213

See the accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Wholly-owned Subsidiaries of the Bank. Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC, is a Massachusetts-chartered limited liability company that holds real property acquired as security for debts previously contracted by the Bank.

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

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

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

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

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

2. EARNINGS PER SHARE

Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. If rights to dividends on unvested awards are non-forfeitable, these unvested awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by us relate to stock options and certain performance-based restricted stock awards and are determined using the treasury stock method. Unallocated Employee Stock Ownership Plan (“ESOP”) shares are not deemed outstanding for earnings per share calculations.

Earnings per common share for the three and nine months ended September 30, 2021 and 2020 have been computed based on the following:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
	(In thousands, except per share data)

Net income applicable to common stock	$	6,036		$	2,101		$	17,479		$	6,202

Average number of common shares issued		23,255			25,641			24,232			25,859
Less: Average unallocated ESOP Shares		(486	)		(569	)		(506	)		(590	)
Less: Average unvested performance-based equity incentive plan shares		(149	)		(126	)		(123	)		(123	)

Average number of common shares outstanding used to calculate basic earnings per common share		22,620			24,946			23,603			25,146

Effect of dilutive performance-based equity incentive plan		52			—			30			—
Effect of dilutive stock options		42			—			37			18

Average number of common shares outstanding used to calculate diluted earnings per common share		22,714			24,946			23,670			25,164

Basic earnings per share	$	0.27		$	0.08		$	0.74		$	0.25
Diluted earnings per share	$	0.27		$	0.08		$	0.74		$	0.25

Anti-dilutive shares ⁽¹⁾		—			344			—			344

(1)

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

3. COMPREHENSIVE INCOME (LOSS)

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

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

	September 30, 2021			December 31, 2020
	(In thousands)

Net unrealized (losses) gains on securities available-for-sale	$	(3,327	)	$	1,302
Tax effect		815			(339	)
Net-of-tax amount		(2,512	)		963

Losses on terminated cash flow hedges		—			(684	)
Tax effect		—			192
Net-of-tax amount		—			(492	)

Unrecognized actuarial loss on the defined benefit plan		(15,643	)		(16,344	)
Tax effect		4,397			4,594
Net-of-tax amount		(11,246	)		(11,750	)

Accumulated other comprehensive loss	$	(13,758	)	$	(11,279	)

4. SECURITIES

Available-for-sale and held-to-maturity investment securities are summarized as follows:

	September 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available-for-sale securities:
Debt securities:
Government-sponsored enterprise obligations	$	14,899	$	—	$	(679	)	$	14,220
State and municipal bonds		405		1		—			406
Corporate bonds		3,029		68		—			3,097
Total debt securities		18,333		69		(679	)		17,723

Mortgage-backed securities:
Government-sponsored mortgage-backed securities		182,342		657		(2,862	)		180,137
U.S. government guaranteed mortgage-backed securities		10,682		14		(526	)		10,170
Total mortgage-backed securities		193,024		671		(3,388	)		190,307

Total available-for-sale		211,357		740		(4,067	)		208,030

Held-to-maturity securities:
Mortgage-backed securities:
Government-sponsored mortgage-backed securities		154,403		75		(1,154	)		153,324
Total held-to-maturity		154,403		75		(1,154	)		153,324

Total	$	365,760	$	815	$	(5,221	)	$	361,354

	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available-for-sale securities:
Debt securities:
Government-sponsored enterprise obligations	$	14,871	$	15	$	(111	)	$	14,775
State and municipal bonds		405		1		—			406
Corporate bonds		3,039		36		—			3,075
Total debt securities		18,315		52		(111	)		18,256

Mortgage-backed securities:
Government-sponsored mortgage-backed securities		161,290		1,742		(303	)		162,729
U.S. government guaranteed mortgage-backed securities		20,973		108		(186	)		20,895
Total mortgage-backed securities		182,263		1,850		(489	)		183,624

Total available-for-sale	$	200,578	$	1,902	$	(600	)	$	201,880

At September 30, 2021, government-sponsored enterprise obligations with a fair value of $9.5 million and mortgage-backed securities with a fair value of $53.2 million were pledged to secure public deposits and for other purposes as required or permitted by law. The securities collateralizing public deposits are subject to fluctuations in fair value. We monitor the fair value of the collateral on a periodic basis, and pledge additional collateral if necessary based on changes in fair value of collateral or the balances of such deposits.

The amortized cost and fair value of available-for-sale debt securities at September 30, 2021, by final maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations.

	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)

Debt securities:
Due after one year through five years	$	3,434	$	3,503	$	—	$	—
Due after five years through ten years		9,899		9,554		—		—
Due after ten years		5,000		4,666		—		—
Total debt securities		18,333		17,723		—		—
Mortgage-backed securities:
Due after five years through ten years		2,115		2,128		—		—
Due after ten years		190,909		188,179		154,403		153,324
Total mortgage-backed securities		193,024		190,307		154,403		153,324

Total securities	$	211,357	$	208,030	$	154,403	$	153,324

Gross realized gains and losses on sales of available-for-sale securities for the three and nine months ended September 30, 2021 and 2020 are as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
	(In thousands)

Gross gains realized	$	12		$	1,944		$	12		$	2,187
Gross losses realized		(10	)		(15	)		(84	)		(222	)
Net (loss) gain realized	$	2		$	1,929		$	(72	)	$	1,965

Proceeds from the sale and redemption of available-for-sale securities amounted to $9.6 million and $96.3 million for the nine months ended September 30, 2021 and 2020, respectively.

Information pertaining to securities with gross unrealized losses at September 30, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

	September 30, 2021
	Less Than Twelve Months									Over Twelve Months
	Number of Securities		Fair Value		Gross Unrealized Loss		Depreciation from Amortized Cost Basis (%)			Number of Securities		Fair Value		Gross Unrealized Loss		Depreciation from Amortized Cost Basis (%)
	(Dollars in thousands)

Available-for-sale:
Government-sponsored mortgage-backed securities		31	$	137,747	$	2,373		1.8	%		13	$	13,262	$	489		3.8	%
U.S. government guaranteed mortgage-backed securities		2		2,737		129		4.9			5		5,848		397		7.3
Government-sponsored enterprise obligations		2		9,554		345		3.7			1		4,667		334		7.7
Total available-for-sale		35		150,038		2,847					19		23,777		1,220

Held-to-maturity:
Government-sponsored mortgage-backed securities		19		123,750		1,154		0.9	%		—		—		—		—	%
Total held-to-maturity		19		123,750		1,154					—		—		—

Total		54	$	273,788	$	4,001					19	$	23,777	$	1,220

	December 31, 2020
	Less Than Twelve Months									Over Twelve Months
	Number of Securities		Fair Value		Gross Unrealized Loss		Depreciation from Amortized Cost Basis (%)			Number of Securities		Fair Value		Gross Unrealized Loss		Depreciation from Amortized Cost Basis (%)
	(Dollars in thousands)

Government-sponsored mortgage-backed securities		16	$	27,091	$	225		0.8	%		2	$	1,815	$	78		4.1	%
U.S. government guaranteed mortgage-backed securities		3		10,458		75		0.7			2		2,393		111		4.4
Government-sponsored enterprise obligations		2		9,868		111		1.1			—		—		—		—
		21	$	47,417	$	411					4	$	4,208	$	189

During the nine months ended September 30, 2021 and year ended December 31, 2020, the Company did not record any other-than-temporary impairment (“OTTI”) charges on its investments. Management regularly reviews the portfolio for securities with unrealized losses. At September 30, 2021, the unrealized losses were attributed to increases in current market yields compared to the yields at the time the investments were purchased by the Company and not due to credit quality.

The process for assessing investments for OTTI may vary depending on the type of security. In assessing the Company's investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise; Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), or Federal Home Loan Bank (“FHLB”). Accordingly, it is expected that the securities would not be settled at a price less than the par value of the Company's investments. Management's assessment of other debt securities within the portfolio includes reviews of market pricing, ongoing credit quality evaluations, assessment of the investments' materiality, and duration of the investments' unrealized loss position.

5. LOANS AND ALLOWANCE FOR LOAN LOSSES

Major classifications of loans at the periods indicated were as follows:

	September 30,			December 31,
	2021			2020
	(In thousands)
Commercial real estate	$	917,630		$	833,949
Residential real estate:
Residential one-to-four family		565,912			604,719
Home equity		97,734			103,905
Total residential real estate		663,646			708,624

Commercial and industrial:
Paycheck protection program (“PPP”) loans		58,904			167,258
Commercial and industrial		200,526			211,823
Total commercial and industrial		259,430			379,081

Consumer		4,414			5,192
Total gross loans		1,845,120			1,926,846
Unamortized PPP loan fees		(1,623	)		(3,050	)
Unearned premiums and deferred loan fees and costs, net		2,653			3,587
Total loans, net		1,846,150			1,927,383
Allowance for loan losses		(19,837	)		(21,157	)
Net loans	$	1,826,313		$	1,906,226

Loans Serviced for Others.

The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying consolidated balance sheets. We continue to service the loans on behalf of the participating lenders. We share with participating lenders, on a pro-rata basis, any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. At September 30, 2021 and December 31, 2020, the Company was servicing commercial loans participated out to various other institutions totaling $53.1 million and $52.9 million, respectively.

Residential real estate mortgages are originated by the Bank both for its portfolio and for sale into the secondary market. The Bank may sell its loans to institutional investors such as the FHLMC. Under loan sale and servicing agreements with the investor, the Bank generally continues to service the residential real estate mortgages. The Bank pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Bank retains the difference as a fee for servicing the residential real estate mortgages. The Bank capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at September 30, 2021, included weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model (180 PSA), weighted average internal rate of return (9.02%), weighted average servicing fee (0.25%), and average cost to service loans ($83.77 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates. For the nine months ended September 30, 2021, the Company sold $40.0 million in residential real estate mortgages with servicing retained and recorded gains on the sale of mortgages of $1.1 million within non-interest income. There were no sales of mortgages during the nine months ended September 30, 2020.

At September 30, 2021 and December 31, 2020, the Company serviced residential mortgage loans owned by investors totaling $71.0 million and $38.1 million, respectively. Servicing fee income of $88,000 and $85,000 was recorded for the nine months ended September 30, 2021 and 2020, respectively, and is included in service charges and fees on the consolidated statements of net income.

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

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
	(In thousands)

Balance at the beginning of period:	$	243		$	153
Capitalized mortgage servicing rights		295			417
Amortization		(23	)		(55	)
Balance at the end of period	$	515		$	515
Fair value at the end of period	$	561		$	561

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

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

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

General component

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

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. This portfolio segment consists of first mortgage loans secured by one-to-four family residential properties. This segment also includes home equity loans and home equity lines of credit secured by one-to-four family residential properties. Loans of this type were underwritten at a combined maximum of 80% of the appraised value of the property and the Company requires a first lien or second lien position on the property. We also require private mortgage insurance for all loans originated with a loan-to-value ratio greater than 80% of the appraised value and we do not grant subprime loans. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. Home equity loans are secured by first or second mortgages on one-to-four family owner-occupied properties.

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

Commercial and industrial loans. Loans in this segment include commercial business loans are generally secured by assignments of corporate assets and personal guarantees of the business owners. 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. This segment also includes Paycheck Protection Program (“PPP”) loans made under the CARES Act to small businesses impacted by the COVID-19 Pandemic, to cover payroll and other operating expenses. Loans extended under the PPP are fully guaranteed by the U.S. Small Business Administration (“SBA”).

Consumer loans. This portfolio segment includes loans secured by savings or certificate accounts, automobiles, as well as unsecured personal loans and overdraft lines of credit. This type of loan entails greater risk than residential mortgage loans, particularly in the case of loans that are unsecured or secured by assets that depreciate.

Allocated component

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

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The extent to which COVID-19 impacts our borrower’s ability to repay and therefore the classification of a loan as impaired is highly uncertain and cannot be predicted with confidence as it is highly dependent upon the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures.

Unallocated component

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

An analysis of changes in the allowance for loan losses by segment for the nine months ended September 30, 2021 and 2020 is as follows:

	Commercial Real Estate			Residential Real Estate			Commercial and Industrial			Consumer			Unallocated			Total
	(In thousands)
Three Months Ended
Balance at June 30, 2020	$	10,271		$	4,167		$	3,564		$	237		$	14		$	18,253
Provision (credit)		2,103			117			458			50			(3	)		2,725
Charge-offs		—			(26	)		(325	)		(37	)		—			(388	)
Recoveries		58			1			37			6			—			102
Balance at September 30, 2020	$	12,432		$	4,259		$	3,734		$	256		$	11		$	20,692

Balance at June 30, 2021	$	12,129		$	4,102		$	3,410		$	214		$	15		$	19,870
Provision (credit)		524			(176	)		(456	)		18			(10	)		(100	)
Charge-offs		—			(3	)		—			(35	)		—			(38	)
Recoveries		6			87			3			9			—			105
Balance at September 30, 2021	$	12,659		$	4,010		$	2,957		$	206		$	5		$	19,837
Nine Months Ended
Balance at December 31, 2019	$	6,807		$	3,920		$	3,183		$	203		$	(11	)	$	14,102
Provision		5,674			406			1,057			116			22			7,275
Charge-offs		(107	)		(135	)		(544	)		(96	)		—			(882	)
Recoveries		58			68			38			33			—			197
Balance at September 30, 2020	$	12,432		$	4,259		$	3,734		$	256		$	11		$	20,692

Balance at December 31, 2020	$	13,020		$	4,240		$	3,630		$	241		$	26		$	21,157
Provision (credit)		(265	)		(283	)		(665	)		9			(21	)		(1,225	)
Charge-offs		(103	)		(43	)		(34	)		(82	)		—			(262	)
Recoveries		7			96			26			38			—			167
Balance at September 30, 2021	$	12,659		$	4,010		$	2,957		$	206		$	5		$	19,837

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

	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer		Unallocated		Total
	(In thousands)
September 30, 2021
Amount of allowance for impaired loans	$	—	$	—	$	—	$	—	$	—	$	—
Amount of allowance for non-impaired loans		12,659		4,010		2,957		206		5		19,837
Total allowance for loan losses	$	12,659	$	4,010	$	2,957	$	206	$	5	$	19,837

Impaired loans	$	9,748	$	3,568	$	812	$	23	$	—	$	14,151
Non-impaired loans		902,942		658,306		199,338		4,391		—		1,764,977
Impaired loans acquired with deteriorated credit quality		4,940		1,772		376		—		—		7,088
Total loans	$	917,630	$	663,646	$	200,526	$	4,414	$	—	$	1,786,216

December 31, 2020
Amount of allowance for impaired loans	$	—	$	—	$	—	$	—	$	—	$	—
Amount of allowance for non-impaired loans		13,020		4,240		3,630		241		26		21,157
Total allowance for loan losses	$	13,020	$	4,240	$	3,630	$	241	$	26	$	21,157

Impaired loans	$	11,803	$	4,363	$	4,439	$	27	$	—	$	20,632
Non-impaired loans		816,406		701,915		207,002		5,165		—		1,730,488
Impaired loans acquired with deteriorated credit quality		5,740		2,346		382		—		—		8,468
Total loans	$	833,949	$	708,624	$	211,823	$	5,192	$	—	$	1,759,588

Past Due and Nonaccrual Loans.

The following tables present an age analysis of past due loans, excluding PPP loans, as of the dates indicated:

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days or More Past Due		Total Past Due Loans		Total Current Loans		Total Loans		Nonaccrual Loans
	(In thousands)
September 30, 2021

Commercial real estate	$	238	$	1	$	499	$	738	$	916,892	$	917,630	$	1,255
Residential real estate:
Residential one-to-four family		878		129		860		1,867		564,045		565,912		3,626
Home equity		25		—		87		112		97,622		97,734		154
Commercial and industrial		329		—		—		329		200,197		200,526		574
Consumer		4		15		—		19		4,395		4,414		23

Total loans	$	1,474	$	145	$	1,446	$	3,065	$	1,783,151	$	1,786,216	$	5,632

December 31, 2020
Commercial real estate	$	5,844	$	3,144	$	1,256	$	10,244	$	823,705	$	833,949	$	1,632
Residential real estate:
Residential one-to-four family		1,684		360		707		2,751		601,968		604,719		5,353
Home equity		25		—		—		25		103,880		103,905		124
Commercial and industrial		166		158		156		480		211,343		211,823		705
Consumer		22		—		—		22		5,170		5,192		27

Total loans	$	7,741	$	3,662	$	2,119	$	13,522	$	1,746,066	$	1,759,588	$	7,841

Impaired Loans.

The following is a summary of impaired loans by class:

					Three Months Ended				Nine Months Ended
	At September 30, 2021				September 30, 2021				September 30, 2021
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired Loans⁽¹⁾:
Commercial real estate	$	14,688	$	15,849	$	14,900	$	72	$	16,163	$	377
Residential one-to-four family		5,167		6,107		5,445		30		5,916		197
Home equity		173		207		162		3		146		7
Commercial and industrial		1,188		3,691		1,214		20		3,026		110
Consumer		23		38		24		3		25		3
Total impaired loans	$	21,239	$	25,892	$	21,745	$	128	$	25,276	$	694


					Three Months Ended				Nine Months Ended
	At December 31, 2020				September 30, 2020				September 30, 2020
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired Loans⁽¹⁾:
Commercial real estate	$	17,543	$	18,590	$	19,709	$	169	$	18,361	$	369
Residential one-to-four family		6,544		7,647		5,728		14		5,655		53
Home equity		165		207		384		1		413		4
Commercial and industrial		4,821		7,038		6,072		120		3,720		196
Consumer		27		39		32		—		36		—
Total impaired loans	$	29,100	$	33,521	$	31,925	$	304	$	28,185	$	622

(1)

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

With the exception of loans acquired with deteriorated credit quality, the majority of impaired loans are included within the nonaccrual balances; however, not every loan on nonaccrual status has been designated as impaired. Impaired loans include loans that have been modified in a troubled debt restructuring (“TDR”). Impaired loans are individually evaluated and exclude large groups of smaller-balance homogeneous loans, such as residential mortgage loans and consumer loans, which are collectively evaluated for impairment, and loans that are measured at fair value, unless the loan is amended in a TDR.

All payments received on impaired loans in nonaccrual status are applied to principal. There was no interest income recognized on nonaccrual impaired loans during the three and nine months ended September 30, 2021 and 2020. The Company's obligation to fulfill the additional funding commitments on impaired loans is generally contingent on the borrower's compliance with the terms of the credit agreement. If the borrower is not in compliance, additional funding commitments may or may not be made at the Company's discretion. At September 30, 2021, we had not committed to lend any additional funds for loans that are classified as impaired. Interest income recognized on impaired loans during the three and nine months ended September 30, 2021 and 2020 pertained to performing TDRs and purchased impaired loans.

Troubled Debt Restructurings.

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

When we modify loans in a TDR, we measure impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through a specific allowance or a charge-off to the allowance. Nonperforming TDRs are included in nonperforming loans.

There were no loan modifications classified as TDRs during the three and nine months ended September 30, 2021. During the three and nine months ended September 30, 2021 and 2020, no TDRs defaulted (defined as 30 days or more past due) within 12 months of restructuring. There were no charge-offs on TDRs during the three and nine months ended September 30, 2021 and 2020.

Loans Acquired with Deteriorated Credit Quality.

The following is a summary of loans acquired in the Chicopee acquisition with evidence of credit deterioration as of September 30, 2021.

	Contractual Required Payments Receivable			Cash Expected To Be Collected			Non- Accretable Discount			Accretable Yield			Loans Receivable
	(In thousands)
Balance at December 31, 2020	$	14,297		$	11,485		$	2,812		$	3,017		$	8,468
Collections		(1,712	)		(1,635	)		(77	)		(258	)		(1,377	)
Dispositions		(177	)		(175	)		(2	)		(172	)		(3	)
Balance at September 30, 2021	$	12,408		$	9,675		$	2,733		$	2,587		$	7,088

Credit Quality Information.

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

Loans rated 1 – 4: Loans rated 1-4 represent groups of loans that are not subject to adverse criticism as defined in regulatory guidance. Loans in these groups exhibit characteristics that represent acceptable risk.

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

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

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

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

On an annual basis, or more often if needed, we formally review the ratings on all commercial real estate and commercial and industrial loans. In addition, management utilizes delinquency reports, the criticized report and other loan reports to monitor credit quality. In addition, at least on an annual basis, the Company contracts with an external loan review company to review the internal credit ratings assigned to loans in the commercial loan portfolio on a pre-determined schedule, based on the type, size, rating, and overall risk of the loan. During the course of its review, the third party examines a sample of loans, including new loans, existing relationships over certain dollar amounts and classified assets.

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

	Commercial Real Estate		Residential One-to-Four Family		Home Equity		Commercial and Industrial		Consumer		Total
	(In thousands)
September 30, 2021
Pass (Rated 1 – 4)	$	843,666	$	560,972	$	97,418	$	242,264	$	4,391	$	1,748,711
Special Mention (Rated 5)		54,283		—		—		9,905		—		64,188
Substandard (Rated 6)		19,681		4,940		316		7,261		23		32,221
Total	$	917,630	$	565,912	$	97,734	$	259,430	$	4,414	$	1,845,120

December 31, 2020
Pass (Rated 1 – 4)	$	726,751	$	598,250	$	103,619	$	345,967	$	5,165	$	1,779,752
Special Mention (Rated 5)		78,207		—		—		13,871		—		92,078
Substandard (Rated 6)		28,991		6,469		286		19,243		27		55,016
Total	$	833,949	$	604,719	$	103,905	$	379,081	$	5,192	$	1,926,846

6. GOODWILL AND OTHER INTANGIBLES

Goodwill.

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

Core Deposit Intangibles.

In connection with the acquisition of Chicopee, the Bank recorded a core deposit intangible of $4.5 million which is amortized over twelve years using the straight-line method. Amortization expense was $94,000 and $281,000 for the three and nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, future amortization of the core deposit intangible totaled $375,000 for each of the next five years and $781,000 thereafter.

7. SHARE-BASED COMPENSATION

Stock Options.

A summary of stock option activity for the nine months ended September 30, 2021 is presented below:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020		210,975		$	6.46		1.67	$	90
Exercised		(19,400	)		5.85		0.67		43
Outstanding at September 30, 2021		191,575		$	6.52		1.01	$	383

Exercisable at September 30, 2021		191,575		$	6.52		1.01	$	383

Cash received for options exercised during the nine months ended September 30, 2021 was $113,000. There were no options exercised during the nine months ended September 30, 2020.

Restricted Stock Awards.

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

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

In February 2019, there were 108,718 shares granted. Of the 108,718 shares, 64,496 shares were time-based, with 20,262 vesting in one year and 44,234 vesting ratably over a three-year period. The remaining 44,222 shares granted are performance-based and are subject to the achievement of the 2019 long-term incentive performance metric. The primary performance metric for 2019 grants was return on equity. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period, but will be distributed at the end of the three-year period.

The threshold, target and stretch metrics under the 2019 grants are as follows:

Schedule of threshold, target and stretch metrics


	Return on Equity Metrics
Performance Period Ending		Threshold		Target		Stretch
December 31, 2019		5.75	%	6.13	%	7.00	%
December 31, 2020		6.00	%	6.75	%	7.75	%
December 31, 2021		6.25	%	7.00	%	8.00	%

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

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


	Return on Equity Metrics
Performance Period Ending	Threshold			Target			Stretch

December 31, 2020		5.00	%		5.48	%		6.00	%
December 31, 2021		5.62	%		6.24	%		6.86	%
December 31, 2022		6.29	%		6.99	%		7.69	%


	Earnings Per Share Metrics
Performance Period Ending	Threshold		Target		Stretch

Three-year Cumulative Diluted Earnings Per Share	$	1.50	$	1.65	$	1.80

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

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

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

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

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


	Return on Equity Metrics
Performance Period Ending	Threshold			Target			Stretch

December 31, 2021		5.63	%		6.25	%		7.50	%
December 31, 2022		5.85	%		6.50	%		7.80	%
December 31, 2023		6.08	%		6.75	%		8.10	%


	Earnings Per Share Metrics
Performance Period Ending	Threshold		Target		Stretch

Three-year Cumulative Diluted Earnings Per Share	$	1.58	$	1.97	$	2.36

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

A summary of the status of restricted stock awards at September 30, 2021 and 2020 is presented below:

	Shares			Weighted Average Grant Date Fair Value
Balance at December 31, 2020		178,698		$	9.63
Shares granted		142,189			8.32
Shares forfeited		(19,086	)		11.05
Shares vested		(27,727	)		9.81
Balance at September 30, 2021		274,074		$	8.83

	Shares			Weighted Average Grant Date Fair Value
Balance at December 31, 2019		172,866		$	10.07
Shares granted		101,408			9.11
Shares forfeited		(16,803	)		10.15
Shares vested		(41,894	)		9.54
Shares reissued		18,645			9.11
Balance at September 30, 2020		234,222		$	9.67

We recorded total expense for restricted stock awards of $973,000 and $572,000 for the nine months ended September 30, 2021 and 2020, respectively.

8. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Total borrowing capacity includes borrowing arrangements at the FHLB, the Federal Reserve Bank (“FRB”), and borrowing arrangements with correspondent banks.

The Company is a member of the FHLB and uses borrowings as an additional source of funding to finance the Company’s lending and investing activities and to provide liquidity for daily operations. FHLB advances also provide more pricing and option alternatives for particular asset/liability needs. The FHLB provides a central credit facility primarily for member institutions. As an FHLB member, the Company is required to own capital stock of the FHLB, calculated periodically based primarily on its level of borrowings from the FHLB. FHLB borrowings are secured by certain securities from the Company’s investment portfolio not otherwise pledged as well as certain residential real estate and commercial real estate loans. Advances are made under several different credit programs with different lending standards, interest rates and range of maturities. This relationship is an integral component of the Company’s asset-liability management program. At September 30, 2021, the Bank had $479.2 million in additional borrowing capacity from the FHLB.

The Company also has an overnight Ideal Way line of credit with the FHLB for $9.5 million. Interest on this line of credit is payable at a rate determined and reset by the FHLB on a daily basis. The outstanding principal is due daily but the portion not repaid will be automatically renewed. There were no advances outstanding under this line at September 30, 2021 and December 31, 2020, respectively.

The Company has an available line of credit of $7.7 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. Borrowings from the FRB Discount Window are secured by certain securities from the Company’s investment portfolio not otherwise pledged. At September 30, 2021 and December 31, 2020, there were no advances outstanding under this line.

The Company also has pre-established, non-collateralized overnight borrowing arrangements with large national and regional correspondent banks to provide additional overnight and short-term borrowing capacity for the Company. The Company has $65.0 million in available lines of credit with correspondent banks at interest rates determined and reset on a daily basis. At September 30, 2021 and December 31, 2020, we had no advances outstanding under these lines.

Long-term debt consists of FHLB advances with an original maturity of one year or more. At September 30, 2021, we had $3.8 million in long-term debt with the FHLB, compared to $57.9 million in long-term debt with the FHLB at December 31, 2020.

9. SUBORDINATED DEBT

On April 20, 2021, the Company completed an offering of $20 million in aggregate principal amount of its 4.875% fixed-to-floating rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a private placement transaction. The Company intends to use the net proceeds of the offering for general corporate purposes, including organic growth and repurchase of the Company’s common shares.

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

The Notes are presented net of issuance costs of $377,000 as of September 30, 2021, which is being amortized into interest expense over the life of the Notes. Amortization of issuance costs into interest expense was $17,000 for the nine months ended September 30, 2021.

10. PENSION BENEFITS

We provide a defined benefit pension plan for eligible employees (the “Plan”). Employees must work a minimum of 1,000 hours per year to be eligible for the Plan. Eligible employees become vested in the Plan after five years of service. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code of 1986, as amended. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2021. No contributions have been made to the plan for the nine months ended September 30, 2021. The pension plan assets are invested in various pooled separate investment accounts offered by Principal Life Insurance Company, a division of Principal Financial Group, who is the custodian of the Plan. The Plan is administered by an officer of Westfield Bank. On September 30, 2016, we effected a soft freeze on the Plan and therefore no new participants will be included in the Plan after such effective date.

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


	Three Months Ended September 30,						Nine Months Ended, September 30,
	2021			2020			2021			2020
	(In thousands)
Service cost	$	454		$	357		$	1,362		$	1,066
Interest cost		293			293			880			870
Expected return on assets		(439	)		(382	)		(1,317	)		(1,146	)
Amortization of actuarial loss		234			99			701			296
Net periodic pension cost	$	542		$	367		$	1,626		$	1,086

11. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives.

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

The following table presents information about interest rate swaps at September 30, 2021 and December 31, 2020:

September 30, 2021	Notional			Weighted Average		Weighted Average Rate						Estimated Fair
	Amount			Maturity		Receive			Pay			Value
	(In thousands)			(In years)								(In thousands)
Non-hedging derivatives:
Loan-level swaps – dealer	$	16,093			11.4		1.97	%		3.76	%	$	(735	)
Loan-level swaps – borrower		16,093			11.4		3.76	%		1.97	%		735
Forward starting loan-level swaps - dealer		22,390			10.8								1,040
Forward starting loan-level swaps - borrower		22,390	��		10.8								(1,040	)
Total	$	76,966										$	0

December 31, 2020	Notional		Weighted Average		Weighted Average Rate						Estimated Fair
	Amount		Maturity		Receive			Pay			Value
	(In thousands)		(In years)								(In thousands)
Non-hedging derivatives:
Loan-level swaps – dealer	$	13,554		12.5		1.97	%		3.74	%	$	(1,440	)
Loan-level swaps – borrower		13,554		12.5		3.74	%		1.97	%		1,440
Forward starting loan-level swaps - dealer		22,390		11.5								114
Forward starting loan-level swaps - borrower		22,390		11.5								(114	)
Total	$	71,888									$	0

Cash Flow Hedges of Interest Rate Risk.

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

For derivatives designated as cash flow hedges, the changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings. We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of six years (excluding forecasted payment of variable interest on existing financial instruments).

Non-hedging Derivatives.

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

Fair Values of Derivative Instruments on the Balance Sheet.

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

September 30, 2021	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Derivatives not designated as hedging instruments:
Interest rate swap – with customers	Other Assets	$	735	Other Liabilities	$	1,040
Interest rate swap – with counterparties			1,040			735
Total derivatives not designated as hedging instruments		$	1,775		$	1,775

December 31, 2020	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Derivatives not designated as hedging instruments:
Interest rate swap – with customers	Other Assets	$	1,440	Other Liabilities	$	114
Interest rate swap – with counterparties			114			1,440
Total derivatives not designated as hedging instruments		$	1,554		$	1,554

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

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

	Amount of Gain (Loss) Recognized in OCI on Derivative
	Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020			2021		2020
	(In thousands)

Interest rate swaps	$	—	$	(14	)	$	—	$	(1,254	)

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

	Amount of Loss Reclassified from OCI into Expense (Effective Portion)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)

Interest rate swaps	$	—	$	443	$	282	$	1,351

During the nine months ended September 30, 2021, the Company terminated an interest rate swap designated as a cash flow hedge prior to its respective maturity date and recognized a loss. The net loss reclassified into earnings totaled $402,000 for the nine months ended September 30, 2021, representing the unamortized portion of a $3.4 million loss associated with the previous termination of a $32.5 million interest rate swap on March 16, 2016. This loss was immediately recognized into earnings as the forecasted transaction will not occur. As of September 30, 2021, the Company no longer has any outstanding cash flow hedges.

Credit-risk-related Contingent Features.

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

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

At September 30, 2021, we had a net asset position of $305,000, compared to a net liability position of $1.5 million with our counterparties at December 31, 2020. We have minimum collateral posting thresholds under agreements with certain of our derivative counterparties. At September 30, 2021, we had no collateral posted to our counterparties.

12. FAIR VALUE OF ASSETS AND LIABILITIES

Determination of Fair Value.

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair Value Hierarchy.

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

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

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

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

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

Securities Available-for-Sale.

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

Interest Rate Swaps.

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis.

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


	September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Securities available-for-sale	$	—	$	208,030	$	—	$	208,030
Marketable equity securities		11,970		—		—		11,970
Interest rate swaps		—		1,775		—		1,775
Total assets	$	11,970	$	209,805	$	—	$	221,775

Liabilities:
Interest rate swaps	$	—	$	1,775	$	—	$	1,775


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Securities available-for-sale	$	—	$	201,880	$	—	$	201,880
Marketable equity securities		11,968		—		—		11,968
Interest rate swaps		—		1,554		—		1,554
Total assets	$	11,968	$	203,434	$	—	$	215,402

Liabilities:
Interest rate swaps	$	—	$	1,554	$	—	$	1,554

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

We may also be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related assets at September 30, 2021 and December 31, 2020. Total losses represent the change in carrying value as a result of fair value adjustments related to assets still held at the periods indicated.

	At						Three Months Ended		Nine Months Ended
	September 30, 2021						September 30, 2021		September 30, 2021
							Total		Total
	Level 1		Level 2		Level 3		Losses		Losses
	(In thousands)
Impaired Loans	$	—	$	—	$	—	$	—	$	100

	At						Three Months Ended		Nine Months Ended
	December 31, 2020						September 30, 2020		September 30, 2020
							Total		Total
	Level 1		Level 2		Level 3		Losses		Losses
	(In thousands)
Impaired Loans	$	—	$	—	$	150	$	13	$	119

The amount of impaired loans represents the carrying value, and net of the related write-down or valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses. There were no liabilities measured at fair value on a non-recurring basis at September 30, 2021 and December 31, 2020.

Summary of Fair Values of Financial Instruments.

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


	September 30, 2021
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	148,496	$	148,496	$	—	$	—	$	148,496
Securities available-for-sale		208,030		—		208,030		—		208,030
Securities held-to-maturity		154,403		—		153,324		—		153,324
Marketable equity securities		11,970		11,970		—		—		11,970
Federal Home Loan Bank of Boston and other restricted stock		2,698		—		—		2,698		2,698
Loans - net		1,826,313		—		—		1,826,708		1,826,708
Accrued interest receivable		7,931		—		—		7,931		7,931
Mortgage servicing rights		515		—		561		—		561
Derivative assets		1,775		—		1,775		—		1,775

Liabilities:
Deposits		2,224,842		—		—		2,225,588		2,225,588
Long-term debt		3,829		—		3,807		—		3,807
Subordinated debt		19,623				20,954		—		20,954
Accrued interest payable		44		—		—		44		44
Derivative liabilities		1,775		—		1,775		—		1,775


	December 31, 2020
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	87,444	$	87,444	$	—	$	—	$	87,444
Securities available-for-sale		201,880		—		201,880		—		201,880
Marketable equity securities		11,968		11,968		—		—		11,968
Federal Home Loan Bank of Boston and other restricted stock		5,160		—		—		5,160		5,160
Loans - net		1,906,226		—		—		1,900,750		1,900,750
Accrued interest receivable		8,477		—		—		8,477		8,477
Mortgage servicing rights		153		—		157		—		157
Derivative assets		1,554		—		1,554		—		1,554

Liabilities:
Deposits		2,038,130		—		—		2,040,293		2,040,293
Long-term debt		57,850		—		57,945		—		57,945
Accrued interest payable		124		—		—		124		124
Derivative liabilities		1,554		—		1,554		—		1,554

13. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU, as amended, is effective for the Company in fiscal years beginning after December 15, 2022. The Company is in the process of implementing the standard. We have put together a project team that has begun to identify appropriate loan segments along with related historical losses for each segment and potential models that would be most appropriate for each individual segment. We have not quantified the effects of any models, but do expect the standard to significantly change the approach to calculating our allowance for loan losses.

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

Overview.

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

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

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

●

Grow the Company’s commercial loan portfolio and related commercial deposits by targeting businesses in our primary market area of Hampden County and Hampshire County in western Massachusetts and Hartford and Tolland Counties in northern Connecticut to increase the net interest margin and loan income;

●

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

●

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

●

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

●

Grow revenues, increase tangible book value, continue to pay competitive dividends to shareholders and utilize the Company’s stock repurchase plan to leverage our capital and enhance franchise value; and

●

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

You should read the following financial results for the three and nine months ended September 30, 2021 in the context of this strategy.

●

Net income was $6.0 million, or $0.27 diluted earnings per share, for the three months ended September 30, 2021, compared to $2.1 million, or $0.08 diluted earnings per share, for the same period in 2020. For the nine months ended September 30, 2021, net income was $17.5 million, or $0.74 diluted earnings per share, as compared to net income of $6.2 million, or $0.25 diluted earnings per share, for the same period in 2020. The 2020 periods were impacted by a higher provision for loan losses resulting from the COVID-19 pandemic mandated shutdowns and economic disruption that caused elevated unemployment levels and deterioration in household, business, economic and market conditions.

●

The provision for loan losses was a credit of $100,000 for the three months ended September 30, 2021, compared to a provision for loan losses of $2.7 million for the same period in 2020. The provision for loan losses was a credit of $1.2 million for the nine months ended September 30, 2021, compared to a provision for loan losses of $7.3 million for the same period in 2020. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and other economic trends used in the Company’s allowance calculation.

●

Net interest income increased $2.8 million, or 17.4%, to $18.8 million, for the three months ended September 30, 2021, from $16.0 million for the three months ended September 30, 2020. The net interest margin was 3.18% for the three months ended September 30, 2021, compared to 2.81% for the three months ended September 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.20% for the three months ended September 30, 2021, compared to 2.83% for the three months ended September 30, 2020. During the nine months ended September 30, 2021, net interest income increased $9.0 million, or 19.6%, to $54.6 million, compared to $45.6 million for the nine months ended September 30, 2020. The net interest margin for the nine months ended September 30, 2021 was 3.16%, compared to 2.80% during the nine months ended September 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.18% for the nine months ended September 30, 2021, compared to 2.82% for the nine months ended September 30, 2020.

CRITICAL ACCOUNTING POLICIES.

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

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2021. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2020 Annual Report.

RECENT DEVELOPMENTS: CORONAVIRUS PANDEMIC RESPONSE AND ACTIONS.

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

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

Paycheck Protection Program.

As a Preferred Lender with the Small Business Administration (“SBA”), the Company was in a position to react quickly to the PPP component of the March 27, 2020 $2.2 trillion fiscal stimulus bill known as the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) launched by the U.S. Department of the Treasury and the SBA. An eligible business was able to apply for a PPP loan up to the lesser of: (1) 2.5 times its average monthly “payroll costs,” or (2) $10.0 million. PPP loans have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity, subsequently extended to a five-year loan term maturity for loans granted on or after June 5, 2020 and (c) principal and interest payments deferred from six months to ten months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. The Company received funding approval from the SBA for 2,146 applications totaling $302.2 million. As of September 30, 2021, the Company had processed 1,798 PPP loan forgiveness applications totaling $243.3 million. Total PPP loans decreased $108.4 million, or 64.8%, from $167.3 million at December 31, 2020 to $58.9 million at September 30, 2021.

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

	Original Loan Amount		Original # of Loans		Balance Outstanding		# of Loans Remaining
	($ in millions)
Round 1 and 2	$	223.1		1,386	$	14.6		31
Round 3		79.1		760		44.3		317
Total	$	302.2		2,146	$	58.9		348

As PPP loans are forgiven, the Company is accelerating the recognition of PPP loan origination fees that were being amortized over the original lives of the loans. We anticipate that by the end of 2021, the majority of the PPP loan portfolio will be repaid through forgiveness and earnings will continue to be favorably impacted by the additional PPP origination fee income through the end of 2021. During the nine months ended September 30, 2021, the Company recognized $5.8 million of PPP loan origination fee income and interest income (“PPP income”), compared to $2.6 million during the nine months ended September 30, 2020. As of September 30, 2021, the Company had $1.6 million in remaining deferred PPP loan processing fees.

The table below breaks out the PPP income recognized for the periods noted:

	For the Three Months Ended
	September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020
	($ in thousands)

PPP origination fee income	$	1,556	$	1,240	$	1,999	$	1,760	$	741
PPP interest income		201		387		412		512		568
Total PPP Income	$	1,757	$	1,627	$	2,411	$	2,272	$	1,309

Section 4013 of the CARES Act - Loan Modifications.

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

As a result of the COVID-19 pandemic, the Company granted deferred loan payments for impacted commercial, residential and consumer customers who experienced financial hardship due to COVID-19. Further deferrals will be re-evaluated on a customer-by-customer basis upon the expiration of the existing deferral period. As of September 30, 2021, modifications granted under the CARES Act declined to 11 loans in the amount of $42.8 million, or 2.4% of total loans, excluding PPP loans. As of September 30, 2021, of the $42.8 million in remaining modifications granted under the CARES Act, eight loans in the amount of $33.5 million, or 78.3% of the remaining modifications, were granted to the hotel industry, one loan in the amount of $9.0 million was granted to an assisted living facility, and two loans totaling $276,000 were granted to residential borrowers. Of the $42.8 million in remaining outstanding modifications, $33.5 million (7 loans), or 78.3%, have resumed interest only payments.

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

						Remaining CARES Act Modifications
Loan Segment⁽¹⁾⁽²⁾	Total Loan Segment Balance at September 30, 2021		% of Total Loans			Modification Balance		# of Loans Modified		% of Loan Segment Balance
($ in millions)
Commercial real estate⁽³⁾	$	917.6		51.4	%	$	41.9		7		4.6	%
Commercial and industrial		200.5		11.2	%		0.6		2		0.3	%
Residential real estate		663.6		37.2	%		0.3		2		0.0	%
Consumer		4.4		0.2	%		—		—		—
Total	$	1,786.1		100.0	%	$	42.8		11		2.4	%

(1)

Excludes PPP loans of $58.9 million and deferred fees.

(2)

Residential includes home equity loans and lines of credit.

(3)

One commercial real estate loan is on full deferral with regular payments to resume in December of 2021. The remaining modifications are making their interest only payments and resuming regular payments in January of 2022.

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

Commercial Real Estate Loans	% of Total Loans (1)			% of Bank Risk-Based Capital			% of Segment Balance Modified (2)
Apartment		10.2	%		70.6	%		—
Office		8.7	%		60.2	%		—
Industrial		7.6	%		52.7	%		—
Retail/Shopping		6.5	%		45.3	%		—
Hotel		3.1	%		21.7	%		3.6	%
Residential non-owner		3.5	%		24.2	%		—
Auto sales		2.2	%		15.3	%		—
Mixed-use		2.5	%		17.1	%		—
Adult care/Assisted living		2.2	%		15.5	%		1.0	%
College/school		1.6	%		10.9	%		—
Other		1.5	%		10.3	%		—
Auto service		0.6	%		4.0	%		—
Gas station/convenience store		0.8	%		5.3	%		—
Restaurant		0.5	%		3.5	%		—
Total commercial real estate loans		51.4	%					4.6	%

Commercial and Industrial Loans	% of Total Loans (1)			% of Bank Risk-Based Capital			% of Segment Balance Modified (2)
Manufacturing		2.4	%		16.4	%		—
Wholesale trade		2.3	%		15.9	%		—
Specialty trade		0.7	%		4.7	%		—
Heavy and civil engineering construction		1.0	%		6.7	%		—
Educational services		0.6	%		4.4	%		—
Transportation and warehouse		0.2	%		1.6	%		—
Healthcare and social assistance		0.4	%		2.6	%		—
Auto sales		0.4	%		2.9	%		—
Hotel		0.1	%		0.6	%		0.3	%
All other C&I ⁽³⁾		3.1	%		22.2	%		—
Total commercial and industrial loans		11.2	%					0.3	%

Residential and Consumer Loans	% of Total Loans (1)			% of Bank Risk-Based Capital			% of Segment Balance Modified (2)
Residential real estate		37.2	%		258.0	%		—
Consumer		0.2	%		1.7	%		—
Total residential and consumer loans		37.4	%					—

Loan Segment	% of Total Loans (1)			% of Bank Risk-Based Capital			% of SegmentBalance Modified (2)
Commercial real estate		51.4	%		356.8	%		4.6	%
Commercial and industrial		11.2	%		78.0	%		0.3	%
Residential real estate		37.2	%		258.0	%		0.0	%
Consumer		0.2	%		1.7	%		—
Total		100.0	%					2.4	%

(1)

Excludes PPP loans of $58.9 million as of September 30, 2021.

(2)

Modified balances as of September 30, 2021 (Commercial real estate loans $41.9 million; Commercial and industrial loans $605,000; and Residential real estate loans $276,000).

(3)

Other consists of multiple industries.

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

Allowance for Loan Losses.

In determining the allowance for loan losses, the Company considers quantitative loss factors and a number of qualitative factors, such as underwriting policies, current economic conditions, delinquency statistics, the adequacy of the underlying collateral and the financial strength of the borrower. To appropriately reserve for the impact of the COVID-19 pandemic on the Company’s loan portfolio, the Bank added a new qualitative factor category to the allowance calculation, - "Economic Impact of COVID-19" at March 31, 2020. The allocation of additional reserves beginning in 2020 was based upon an analysis of the Company’s loan portfolio that included identifying borrowers sensitive to the shutdown (i.e. accommodation and food service, recreation, construction, manufacturing, and wholesale & retail trade). However, despite the uncertainty caused by the pandemic, we have successfully maintained our historically strong asset quality metrics over the course of the pandemic. After careful review of our overall asset quality metrics and considering the improving economic trends, we had a credit to the provision for loan losses of $100,000 and $1.2 million during the three and nine months ended September 30, 2021. This compares to a provision for loan losses of $2.7 million and $7.3 million for the same periods in 2020. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and other economic trends used in the Company’s allowance calculation. Management continues to assess the exposure of the Company’s loan portfolio to the COVID-19 pandemic, economic trends and their potential effect on asset quality. As of September 30, 2021, the Company’s delinquent and nonperforming assets were not materially impacted by the COVID-19 pandemic.

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

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

At September 30, 2021, total assets were $2.5 billion, an increase of $144.9 million, or 6.1%, from December 31, 2020. During the nine months ended September 30, 2021, cash and cash equivalents increased $61.1 million, or 69.8%, to $148.5 million, investment securities increased $160.6 million, or 79.5%, to $362.4 million and net loans, excluding PPP loans of $58.9 million, increased $27.1 million, or 1.5%, to $1.8 billion. The high level of cash and cash equivalents is due to an increase in core deposits as well as PPP loan payoffs.

At September 30, 2021, the Company’s available-for-sale securities portfolio increased $6.2 million, or 3.1%, from $201.9 million at December 31, 2020 to $208.0 million at September 30, 2021. The held-to-maturity securities portfolio, recorded at amortized cost, totaled $154.4 million at September 30, 2021. The Company allocated some of its excess liquidity to the investment portfolio as an alternative to cash and cash equivalents. This shift from overnight investments to held-to-maturity securities will assist the Company with managing the yield on interest-earning assets in the low interest rate environment that we are experiencing while providing ongoing cash flows from payments and pay downs. The primary objective of the investment portfolio is to provide liquidity and maximize income while preserving the safety of principal.

Total loans were $1.8 billion as of September 30, 2021, a decrease of $81.2 million, or 4.2%, from December 31, 2020, primarily due to a decrease in PPP loans of $108.4 million, or 64.8%. Excluding PPP loans, total loans increased $27.1 million, or 1.5%, driven by an increase in commercial real estate loans of $83.7 million, or 10.0%, partially offset by a decrease in commercial and industrial loans of $11.3 million, or 5.3%. Residential real estate loans, which include home equity loans, decreased $45.0 million, or 6.3%, as we continue to sell low coupon, fixed rate residential loans to the secondary market in order to diversify our loan mix and reduce our interest rate risk.

In accordance with the Company’s asset/liability management strategy, during the nine months ended September 30, 2021, the Company sold $40.0 million of fixed rate, low coupon residential real estate loans to the secondary market. There were no loans sold during 2020. As of September 30, 2021, the Company serviced $71.0 million in loans sold to the secondary market, compared to $38.1 million at December 31, 2020. Servicing rights will continue to be retained on all loans written and sold to the secondary market.

All loans where the payments are 90 days or more in arrears as of the closing date of each month are placed on nonaccrual status. If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional interest income of $204,000 and $313,000 for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021, nonperforming loans totaled $5.6 million, or 0.32% of total loans, excluding PPP loans, compared to $7.8 million, or 0.45% of total loans, excluding PPP loans, at December 31, 2020. At September 30, 2021, there were no loans 90 or more days past due and still accruing interest. Nonperforming assets to total assets, excluding PPP loans, was 0.23% at September 30, 2021, compared to 0.36% at December 31, 2020. The allowance for loan losses as a percentage of total loans, excluding PPP loans which do not require an allowance for loan losses, was 1.11% at September 30, 2021, compared to 1.20% at December 31, 2020. At September 30, 2021, the allowance for loan losses as a percentage of nonperforming loans was 352.2%, compared to 269.8% at December 31, 2020.

At September 30, 2021, total deposits were $2.2 billion, an increase of $186.7 million, or 9.2%, from December 31, 2020, primarily due to an increase in core deposits of $358.2 million, or 24.7%. Core deposits, which the Company defines as all deposits except time deposits, increased from $1.4 billion, or 71.0% of total deposits, at December 31, 2020, to $1.8 billion, or 81.2% of total deposits, at September 30, 2021. Non-interest-bearing deposits increased $85.3 million, or 15.7%, to $627.1 million, interest-bearing checking accounts increased $37.8 million, or 39.8%, to $132.7 million, savings accounts increased $39.8 million, or 23.4%, to $210.1 million, and money market accounts increased $195.4 million, or 30.5%, to $836.2 million. The increase in core deposits can be attributed to the government stimulus, lower consumer spending, PPP loan proceeds deposited into borrower checking accounts, as well as the three new branches opened in 2020. We anticipate that some of the deposit growth from PPP loans will be temporary as customers look to make capital improvements and diversify investments as risk from the COVID-19 pandemic eases over time.

Time deposits decreased $171.5 million, or 29.1%, from $590.3 million at December 31, 2020 to $418.8 million at September 30, 2021. Brokered deposits, which are included within time deposits, were $5.3 million at September 30, 2021 and $55.3 million at December 31, 2020.

At September 30, 2021, total borrowings decreased $34.4 million, or 59.5%, from $57.9 million at December 31, 2020, to $23.5 million. FHLB advances decreased $54.1 million, or 93.4%, to $3.8 million. Our short-term borrowings and long-term debt and subordinated debt are discussed in Notes 8 and 9 of the accompanying consolidated financial statements.

At September 30, 2021, shareholders’ equity was $218.3 million, or 8.7% of total assets, compared to $226.6 million, or 9.6% of total assets, at December 31, 2020. The decrease in shareholders’ equity reflects $21.3 million for the repurchase of the Company’s common stock, the payment of regular cash dividends of $3.6 million and an increase in accumulated other comprehensive loss of $2.5 million, partially offset by net income of $17.5 million. Total shares outstanding as of September 30, 2021 were 22,848,781.

The Company’s book value per share was $9.56 at September 30, 2021 compared to $8.97 at December 31, 2020, while tangible book value per share increased $0.53, or 6.4%, from $8.36 at December 31, 2020 to $8.89 at September 30, 2021. As of September 30, 2021, the Company’s and the Bank’s regulatory capital ratios continued to exceed the levels required to be considered “well-capitalized” under federal banking regulations.

As of the date of this filing, the Company’s regulatory capital ratios remain in compliance with regulatory “well capitalized” requirements and internal target minimal levels. At September 30, 2021, the Company’s Tier 1 leverage, common equity tier 1 capital, and total risk-based capital ratios were 8.8%, 12.4%, and 14.6%, respectively, and the Bank’s Tier 1 leverage, common equity tier 1 capital, and total risk-based capital ratios were 8.9%, 12.5%, and 13.6%, respectively, compared with regulatory “well capitalized” minimums of 5.00%, 6.5%, and 10.00%, respectively.

On October 27, 2020, the Company announced that the Board of Directors authorized a stock repurchase plan (the “2020 Plan”) under which the Company was authorized to purchase up to 1.3 million shares, or 5% of its outstanding common stock. On May 20, 2021, the Company announced the completion of the 2020 Plan. On April 27, 2021, the Company announced that the Board of Directors authorized a stock repurchase plan (the “2021 Plan”) under which the Company is authorized to repurchase up to 2.4 million shares, or 10% of its outstanding common stock. During the three months ended September 30, 2021, the Company repurchased 1,221,618 shares of common stock under the 2021 Plan. During the nine months ended September 30, 2021, the Company repurchased 2,565,973 shares at an average price of $8.29. At September 30, 2021, there were 869,397 shares available for repurchase under the 2021 Plan.

The shares repurchased under the 2021 Plan will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, or otherwise, depending upon market conditions. There is no guarantee as to the exact number, or value, of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the 2021 Plan will depend on a number of factors, including the Company’s stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.

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

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND SEPTEMBER 30, 2020

General.

The Company reported net income of $6.0 million, or $0.27 per diluted share, for the three months ended September 30, 2021, compared to net income of $2.1 million, or $0.08 per diluted share, for the three months ended September 30, 2020. Return on average assets and return on average equity was 0.96% and 10.85%, respectively, for the three months ended September 30, 2021, as compared to 0.35% and 3.61%, respectively, for the three months ended September 30, 2020. The increase in net income of $3.9 million, or 187.3%, was due to a decrease in the provision for loan losses of $2.8 million and increases in net interest income of $2.8 million, or 17.4%, and non-interest income of $1.1 million, or 51.4%, partially offset by an increase in non-interest expense of $1.2 million, or 9.1%.

Net Interest and Dividend Income.

The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2021 and 2020, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

	Three Months Ended September 30,
	2021								2020
	Average					Average Yield/			Average					Average Yield/
	Balance		Interest⁽⁸⁾			Cost⁽⁹⁾			Balance		Interest⁽⁸⁾			Cost⁽⁹⁾
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	1,867,769	$	18,776			3.99	%	$	1,994,072	$	19,469			3.88	%
Securities⁽²⁾		353,690		1,501			1.68			217,911		958			1.75
Other investments - at cost		10,525		28			1.06			14,862		118			3.16
Short-term investments⁽³⁾		105,733		40			0.15			39,576		12			0.12
Total interest-earning assets		2,337,717		20,345			3.45			2,266,421		20,557			3.61
Total non-interest-earning assets		148,383								144,387
Total assets	$	2,486,100							$	2,410,808

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	115,091	$	96			0.33	%	$	92,603	$	108			0.46	%
Savings accounts		212,711		35			0.07			161,801		32			0.08
Money market accounts		813,528		562			0.27			541,923		700			0.51
Time deposit accounts		445,379		524			0.47			624,717		2,350			1.50
Total interest-bearing deposits		1,586,709		1,217			0.30			1,421,044		3,190			0.89
Short-term borrowings and long-term debt		23,920		256			4.25			194,021		1,267			2.60
Interest-bearing liabilities		1,610,629		1,473			0.36			1,615,065		4,457			1.10
Non-interest-bearing deposits		615,468								529,229
Other non-interest-bearing liabilities		39,381								34,930
Total non-interest-bearing liabilities		654,849								564,159

Total liabilities		2,265,478								2,179,224
Total equity		220,622								231,584
Total liabilities and equity	$	2,486,100							$	2,410,808
Less: Tax-equivalent adjustment⁽²⁾				(107	)							(110	)
Net interest and dividend income			$	18,765							$	15,990
Net interest rate spread⁽⁴⁾							3.07	%							2.49	%
Net interest rate spread, on a tax equivalent basis⁽⁵⁾							3.09	%							2.51	%
Net interest margin⁽⁶⁾							3.18	%							2.81	%
Net interest margin, on a tax equivalent basis⁽⁷⁾							3.20	%							2.83	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							145.14	%							140.33	%

(1)	Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)	Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income.

(3)	Short-term investments include federal funds sold.

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

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

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

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

(8)

Acquired loans, time deposits and borrowings are recorded at fair value at the time of acquisition. The fair value marks on the loans, time deposits and borrowings acquired accrete and amortize into net interest income over time. For the three months ended September 30, 2021, and September 30, 2020, the loan accretion income and interest expense reduction on time deposits and borrowings increased (decreased) net interest income $56,000 and $18,000, respectively. Excluding these items, net interest margin, on a tax-equivalent basis, for the three months ended September 30, 2021 and September 30, 2020 was 3.19% and 2.82%, respectively.

(9)	Annualized.

Rate/Volume Analysis.

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

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

	Three Months Ended September 30, 2021 compared to Three Months Ended September 30, 2020
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans ⁽¹⁾	$	(1,210	)	$	517		$	(693	)
Securities ⁽¹⁾		600			(57	)		543
Other investments - at cost		(34	)		(56	)		(90	)
Short-term investments		20			8			28
Total interest-earning assets		(624	)		412			(212	)

Interest-bearing liabilities
Interest-bearing checking accounts		26			(38	)		(12	)
Savings accounts		10			(7	)		3
Money market accounts		353			(491	)		(138	)
Time deposit accounts		(673	)		(1,153	)		(1,826	)
Short-term borrowing and long-time debt		(1,112	)		101			(1,011	)
Total interest-bearing liabilities		(1,396	)		(1,588	)		(2,984	)
Change in net interest and dividend income ⁽¹⁾	$	772		$	2,000		$	2,772

(1)

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

Net interest income increased $2.8 million, or 17.4%, to $18.8 million, for the three months ended September 30, 2021, from $16.0 million for the three months ended September 30, 2020. The increase in net interest income was due to a decrease in interest expense of $3.0 million, or 67.0%, partially offset by a decrease of $209,000, or 1.0%, in interest and dividend income. Interest expense on deposits decreased $2.0 million, or 61.8%, and interest expense on borrowings decreased $1.3 million, both partially offset by an increase in interest expense on subordinated debt of $256,000. For the three months ended September 30, 2021, net interest income included $1.8 million in PPP income, compared to $1.3 million for the three months ended September 30, 2020. Excluding PPP income, net interest income increased $2.3 million, or 15.9%, primarily due to a decrease in interest expense of $3.0 million, or 67.0%. During the three months ended September 30, 2021, the Company recorded $56,000 in positive purchase accounting adjustments, compared to positive purchase accounting adjustments of $19,000 during the three months ended September 30, 2020. In addition, during the three months ended September 30, 2021, interest and dividend income included prepayment penalties from commercial loan payoffs of $8,000, compared to $262,000 during the three months ended September 30, 2020. Excluding PPP income, prepayment penalties and purchase accounting adjustments, net interest income increased $2.5 million, or 17.7%, from the three months ended September 30, 2020 to the three months ended September 30, 2021.

The net interest margin was 3.18% for the three months ended September 30, 2021, compared to 2.81% for the three months ended September 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.20% for the three months ended September 30, 2021, compared to 2.83% for the three months ended September 30, 2020. Excluding PPP income, the net interest margin was 2.99% for the three months ended September 30, 2021, compared to 2.86% for the three months ended September 30, 2020. Excluding the prepayment penalties and purchase accounting adjustments discussed above, the net interest margin increased from 2.80% for the three months ended September 30, 2020 to 2.98%, for the three months ended September 30, 2021.

The average yield on interest-earning assets decreased 16 basis points from 3.61% for the three months ended September 30, 2020 to 3.45% for the three months ended September 30, 2021. During the three months ended September 30, 2021, the average cost of funds, including non-interest-bearing demand accounts and borrowings, decreased 57 basis points from 0.83% for the three months ended September 30, 2020 to 0.26% for the three months ended September 30, 2021. The average cost of core deposits, which include non-interest-bearing demand accounts, decreased nine basis points from 0.25% for the three months ended September 30, 2020 to 0.16% for the three months ended September 30, 2021. The average cost of time deposits decreased 103 basis points from 1.50% for the three months ended September 30, 2020 to 0.47% for the three months ended September 30, 2021. The average cost of borrowings, including subordinated debt, increased 165 basis points during the same period. For the three months ended September 30, 2021, average demand deposits, an interest-free source of funds, increased $86.2 million, or 16.3%, to $615.5 million, or 28.0% of total average deposits, from $529.2 million, or 27.1% of total average deposits, for the three months ended September 30, 2020.

During the three months ended September 30, 2021, average interest-earning assets increased $71.3 million, or 3.1%, to $2.3 billion compared to the three months ended September 30, 2020, primarily due to an increase in average securities of $135.8 million, or 62.3%, and an increase in short-term investments of $66.2 million, or 167.2%. These increases were partially offset by a decrease of $126.3 million, or 6.3%, in average loans and a decrease in average other investments of $4.3 million, or 29.2%. Excluding average PPP loans, average interest-earning assets increased $213.7 million, or 10.5%, and average loans increased $16.1 million, or 0.9%, from the three months ended September 30, 2020 to the three months ended September 30, 2021.

Provision for Loan Losses.

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

The amount of the provision for loan losses during the three months ended September 30, 2021 was based on the changes that occurred in the loan portfolio during that same period, which are discussed above. The Company recorded a credit for loan losses of $100,000 for three months ended September 30, 2021, compared to a provision for loan losses of $2.7 million for the three months ended September 30, 2020. The Company recorded net recoveries of $67,000 for the three months ended September 30, 2021, as compared to net charge-offs of $286,000 for the three months ended September 30, 2020. The decrease in the provision for loan losses during the three months ended September 30, 2021 was primarily due to an improvement in economic forecasts for the quarter, compared to the same quarter in 2020. Management continues to assess the exposure of the Company’s loan portfolio to the COVID-19 pandemic related factors, economic trends and their potential effect on asset quality.

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

Non-interest Income.

Non-interest income increased $1.1 million, or 51.4%, to $3.3 million for the three months ended September 30, 2021, from $2.2 million for the three months ended September 30, 2020. Service charges and fees increased $368,000, or 20.9%, income from bank-owned life insurance increased $41,000, or 9.2%, and mortgage banking income from the sale of fixed rate residential real estate loans to the secondary market totaled $665,000. During the three months ended September 30, 2021, the Company sold $22.4 million in loans to the secondary market. The Company did not sell loans to the secondary market during the three months ended September 30, 2020.

During the three months ended September 30, 2021, the Company reported unrealized gains on marketable equity securities of $11,000, compared to unrealized losses of $4,000 for the three months ended September 30, 2020. In addition, during the three months ended September 30, 2021, the Company reported gains on the sale of securities of $2,000, compared to realized gains on the sale of securities of $1.9 million for the three months ended September 30, 2020. During the three months ended September 30, 2020, the Company also incurred a non-recurring loss of $2.4 million on a terminated interest rate swap.

Non-interest Expense.

For the three months ended September 30, 2021, non-interest expense increased $1.2 million, or 9.1%, to $14.0 million from $12.9 million, for the three months ended September 30, 2020. The increase in non-interest expense was primarily due to an increase in salaries and benefits of $971,000, or 13.5%. The increase was primarily due to production and incentive accruals as well as lower deferred loan origination expenses associated with PPP loans. The deferred loan origination expense decreased $461,000, or 59.2%, from the three months ended September 30, 2020 to the three months ended September 30, 2021. Other non-interest expense increased $189,000, or 9.0%, furniture and equipment expenses increased $112,000, or 26.6%, advertising expense increased $19,000, or 5.8%, and occupancy expense increased $4,000, or 0.4%. These increases were partially offset by a decrease in FDIC insurance expense of $20,000, or 6.8%, a decrease in professional fees of $40,000, or 6.5%, and a decrease in data processing expenses of $70,000, or 9.1%. For the three months ended September 30, 2021, the efficiency ratio was 63.6%, compared to 69.1% for the three months ended September 30, 2020.

Income Taxes.

Income tax expense for the three months ended September 30, 2021 was $2.1 million, representing an effective tax rate of 25.9%, compared to $488,000, representing an effective tax rate of 18.8%, for three months ended September 30, 2020. The increase in the effective tax rate is a result of higher pre-tax projected income for the fiscal year ending December 31, 2021.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND SEPTEMBER 30, 2020

General.

For the nine months ended September 30, 2021, the Company reported net income of $17.5 million, or $0.74 per diluted share, compared to $6.2 million, or $0.25 per diluted share, for the nine months ended September 30, 2020. Return on average assets and return on average equity were 0.95% and 10.45% for the nine months ended September 30, 2021, respectively, compared to 0.36% and 3.59% for the nine months ended September 30, 2020, respectively.

Net Interest and Dividend Income.

The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2021 and 2020, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

	Nine Months Ended September 30,
	2021								2020
	Average					Average Yield/			Average					Average Yield/
	Balance		Interest⁽⁸⁾			Cost⁽⁹⁾			Balance		Interest⁽⁸⁾			Cost⁽⁹⁾
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	1,900,652	$	56,423			3.97	%	$	1,912,420	$	57,452			4.01	%
Securities⁽²⁾		292,133		3,633			1.66			220,544		3,533			2.14
Other investments - at cost		10,104		91			1.20			15,781		457			3.87
Short-term investments⁽³⁾		105,246		90			0.11			26,826		83			0.41
Total interest-earning assets		2,308,135		60,237			3.49			2,175,571		61,525			3.78
Total non-interest-earning assets		146,180								140,279
Total assets	$	2,454,315							$	2,315,850

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	102,106		293			0.38		$	82,091		269			0.44
Savings accounts		202,170		119			0.08			147,464		103			0.09
Money market accounts		752,361		1,865			0.33			494,973		2,173			0.59
Time deposit accounts		499,618		2,140			0.57			638,705		8,698			1.82
Total interest-bearing deposits		1,556,255		4,417			0.38			1,363,233		11,243			1.10
Short-term borrowings and long-term debt		43,578		911			2.79			215,610		4,289			2.66
Interest-bearing liabilities		1,599,833		5,328			0.45			1,578,843		15,532			1.31
Non-interest-bearing deposits		593,637								474,436
Other non-interest-bearing liabilities		37,259								31,881
Total non-interest-bearing liabilities		630,896								506,317

Total liabilities		2,230,729								2,085,160
Total equity		223,586								230,690
Total liabilities and equity	$	2,454,315							$	2,315,850
Less: Tax-equivalent adjustment⁽²⁾				(314	)							(358	)
Net interest and dividend income			$	54,595							$	45,635
Net interest rate spread⁽⁴⁾							3.03	%							2.44	%
Net interest rate spread, on a tax equivalent basis⁽⁵⁾							3.04	%							2.46	%
Net interest margin⁽⁶⁾							3.16	%							2.80	%
Net interest margin, on a tax equivalent basis⁽⁷⁾							3.18	%							2.82	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							144.27	%							137.80	%

(1)	Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.

(2)	Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income.

(3)	Short-term investments include federal funds sold.

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

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

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

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

(8)

Acquired loans, time deposits and borrowings are recorded at fair value at the time of acquisition. The fair value marks on the loans, time deposits and borrowings acquired accrete and amortize into net interest income over time. For the nine months ended September 30, 2021 and September 30, 2020, the loan accretion income and interest expense reduction on time deposits and borrowings (decreased) increased net interest income ($23,000) and $47,000, respectively. Excluding these items, net interest margin, on a tax-equivalent basis, for the nine months ended September 30, 2021 and September 30, 2020 was 3.18% and 2.82%, respectively.

(9)	Annualized.

Rate/Volume Analysis.

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

	Nine Months Ended September 30, 2021 compared to Nine Months Ended September 30, 2020
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans ⁽¹⁾	$	(379	)	$	(650	)	$	(1,029	)
Securities ⁽¹⁾		1,145			(1,045	)		100
Other investments - at cost		(163	)		(203	)		(366	)
Short-term investments		242			(235	)		7
Total interest-earning assets		845			(2,133	)		(1,288	)

Interest-bearing liabilities
Interest-bearing checking accounts		65			(41	)		24
Savings accounts		38			(22	)		16
Money market accounts		1,128			(1,436	)		(308	)
Time deposit accounts		(1,896	)		(4,662	)		(6,558	)
Short-term borrowing and long-term debt		(3,421	)		43			(3,378	)
Total interest-bearing liabilities		(4,086	)		(6,118	)		(10,204	)
Change in net interest and dividend income	$	4,931		$	3,985		$	8,916

(1)

During the nine months ended September 30, 2021, net interest income increased $9.0 million, or 19.6%, to $54.6 million, compared to $45.6 million for the nine months ended September 30, 2020. The increase in net interest income was due to a decrease of $10.2 million, or 65.7%, in interest expense, partially offset by a decrease in interest and dividend income of $1.2 million, or 2.0%. The decrease in interest expense was primarily due to a decrease of $6.8 million, or 60.7%, in interest expense on deposits and a decrease in interest expense on borrowings, including subordinated debt, of $3.4 million, or 78.8%. For the nine months ended September 30, 2021, interest and dividend income included $5.8 million in PPP income, compared to $2.6 million during the nine months ended September 30, 2020. Excluding PPP income, net interest income increased $5.7 million, or 13.3%.

The net interest margin for the nine months ended September 30, 2021 was 3.16%, compared to 2.80% for the nine months ended September 30, 2020. The net interest margin, on a tax-equivalent basis, was 3.18% for the nine months ended September 30, 2021, compared to 2.82% for the nine months ended September 30, 2020. Excluding the PPP income, the net interest margin increased from 2.81% for the nine months ended September 30, 2020 to 3.00% for the nine months ended September 30, 2021. The increase in the net interest margin was due to the continuing trend of market interest rates falling to historically low levels, allowing the Company to reprice interest-bearing liabilities.

The average yield on interest-earning assets decreased 29 basis points from 3.78% for the nine months ended September 30, 2020 to 3.49% for the nine months ended September 30, 2021. During the nine months ended September 30, 2021, the average cost of funds, including non-interest-bearing demand accounts and borrowings, decreased 69 basis points from 1.01% for the nine months ended September 30, 2020 to 0.32% for the nine months ended September 30, 2021. For the nine months ended September 30, 2021, the average cost of core deposits, including non-interest-bearing demand deposits, decreased ten basis points from 0.28% for the nine months ended September 30, 2020 to 0.18% for the nine months ended September 30, 2021. The average cost of time deposits decreased 125 basis points from 1.82% for the nine months ended September 30, 2020 to 0.57% during the same period in 2021. The average cost of borrowings, which include FHLB advances and subordinated debt, increased 13 basis points from 2.66% for the nine months ended September 30, 2020 to 2.79% for the nine months ended September 30, 2021. For the nine months ended September 30, 2021, average demand deposits, an interest-free source of funds, increased $119.2 million, or 25.1%, from $474.4 million, or 25.8% of total average deposits, for the nine months ended September 30, 2020 to $593.6 million, or 27.6% of total average deposits, for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, average interest-earning assets increased $132.6 million, or 6.1%, to $2.3 billion. The increase in average interest-earning assets was due to an increase in average securities of $71.6 million, or 32.5%, an increase in average short-term investments of $78.4 million, or 292.3%, partially offset by a decrease in average other investments of $5.7 million, or 36.0%, and a decrease in average loans of $11.8 million, or 0.6%. Excluding average PPP loans, average interest-earning assets increased $124.3 million, or 6.1%, and average loans decreased $20.0 million, or 1.1%.

Provision for Loan Losses.

For the nine months ended September 30, 2021, the provision for loan losses decreased $8.5 million, or 116.8%, from $7.3 million for the nine months ended September 30, 2020 to a credit for loan losses of $1.2 million for the nine months ended September 30, 2021. The decrease in the provision for loan losses was primarily driven by changes in the qualitative factors related to the impact of the COVID-19 pandemic and other economic trends used in the Company’s allowance calculation.

The Company recorded net charge-offs of $95,000 for the nine months ended September 30, 2021, as compared to net charge-offs of $685,000 for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company recorded charge-offs of $262,000, compared to $882,000 during the same period in 2020.

Non-interest Income.

For the nine months ended September 30, 2021, non-interest income increased of $1.9 million, or 28.3%, to $8.7 million, compared to $6.8 million for the nine months ended September 30, 2020. Service charges and fees increased $993,000, or 19.5%, primarily due to an increase of $692,000, or 31.3%, in ATM debit card interchange income due to increased card-based transaction usage across our checking account base. Mortgage banking income was $1.1 million for the nine months ended September 30, 2021, due to the sale of fixed rate residential real estate loans to the secondary market. During the nine months ended September 30, 2021, the Company sold $40.0 million in loans to the secondary market. The Company did not sell any fixed rate residential real estate loans during the nine months ended September 30, 2020. Income from bank-owned life insurance increased $61,000, or 4.5%, and other income from loan-level swap fees on commercial loans decreased $524,000, or 90.0%.

During the nine months ended September 30, 2021, the Company reported unrealized losses on marketable equity securities of $72,000, compared to unrealized gains of $133,000 during the nine months ended September 30, 2020. In addition, during the nine months ended September 30, 2021, the Company reported realized losses on the sale of securities of $72,000 and a gain of $546,000 on non-marketable equity securities, compared to realized gains of $2.0 million during the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company reported a loss on derivatives of $402,000, compared to a loss on derivatives of $2.4 million during the nine months ended September 30, 2020.

Non-interest Expense.

For the nine months ended September 30, 2021, non-interest expense increased $3.6 million, or 9.6%, to $41.0 million, compared to $37.4 million for the nine months ended September 30, 2020. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits of $2.4 million, or 11.0%, due to normal annual salary increases as well as higher production and incentive accruals. Other non-interest expense increased $539,000, or 9.3%, furniture and equipment expenses increased $361,000, or 30.7%, occupancy expense increased $153,000, or 4.6%, advertising expense increased $233,000, or 29.2%, and FDIC insurance expense increased $64,000, or 8.7%. These increases were partially offset by a decrease in professional fees of $143,000, or 7.7%, and a decrease in data processing expenses of $13,000, or 0.6%,

For the nine months ended September 30, 2021, the efficiency ratio was 64.7%, compared to 71.0% for the nine months ended September 30, 2020.

Income Taxes.

Income tax expense for the nine months ended September 30, 2021 was $6.0 million, representing an effective tax rate of 25.6%, compared to $1.5 million, representing an effective tax rate of 19.8%, for nine months ended September 30, 2020. The increase in the Company’s effective tax rate was primarily due to the effect of higher projected pre-tax income for the fiscal year ending December 31, 2021.

Explanation of Use of Non-GAAP Financial Measurements.

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

	Three Months Ended September 30,										Nine Months Ended September 30,
	2021					2020					2021					2020
	(Dollars in thousands)										(Dollars in thousands)
	Interest		Average Yield			Interest		Average Yield			Interest		Average Yield			Interest		Average Yield
Loans (no tax adjustment)	$	18,670		3.97	%	$	19,364		3.86	%	$	56,111		3.95	%	$	57,110		3.99	%
Tax-equivalent adjustment ⁽¹⁾		106					105					312					342
Loans (tax-equivalent basis)	$	18,776		3.99	%	$	19,469		3.88	%	$	56,423		3.97	%	$	57,452		4.01	%

Securities (no tax adjustment)	$	1,500		1.68	%	$	953		1.74	%	$	3,631		1.66	%	$	3,517		2.13	%
Tax-equivalent adjustment ⁽¹⁾		1					5					2					16
Securities (tax-equivalent basis)	$	1,501		1.68	%	$	958		1.75	%	$	3,633		1.66	%	$	3,533		2.14	%

Net interest income (no tax adjustment)	$	18,765				$	15,990				$	54,595				$	45,635
Tax-equivalent adjustment ⁽¹⁾		107					110					314					358
Net interest income (tax-equivalent basis)	$	18,872				$	16,100				$	54,909				$	45,993

Interest rate spread (no tax adjustment)				3.07	%				2.49	%				3.03	%				2.44	%
Net interest margin (no tax adjustment)				3.18	%				2.81	%				3.16	%				2.80	%

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

Liquidity and Capital Resources.

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

At September 30, 2021 and December 31, 2020, outstanding borrowings from the FHLB were $3.8 million and $57.9 million, respectively. At September 30, 2021, we had $479.2 million in available borrowing capacity with the FHLB. We have the ability to increase our borrowing capacity with the FHLB by pledging investment securities or additional loans.

In addition, we have available lines of credit totaling $65.0 million with other correspondent banks. Interest rates on these lines are determined and reset on a daily basis by each respective bank. At September 30, 2021 and December 31, 2020, we did not have an outstanding balance under either of these lines. We also have an available line of credit of $7.7 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2021 or December 31, 2020. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities as collateral.

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

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

	Actual					Minimum For Capital Adequacy Purpose					Minimum To Be Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
September 30, 2021
Total Capital (to Risk Weighted Assets):
Consolidated	$	257,164		14.63	%	$	140,634		8.00	%		N/A		N/A
Bank		238,663		13.60			140,408		8.00		$	175,510		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		217,704		12.38			105,475		6.00			N/A		N/A
Bank		218,826		12.47			105,306		6.00			140,408		8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Consolidated		217,704		12.38			79,107		4.50			N/A		N/A
Bank		218,826		12.47			78,980		4.50			114,082		6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated		217,704		8.80			98,936		4.00			N/A		N/A
Bank		218,826		8.89			98,478		4.00			123,097		5.00

December 31, 2020
Total Capital (to Risk Weighted Assets):
Consolidated	$	244,158		14.65	%	$	133,336		8.00	%		N/A		N/A
Bank		231,531		13.91			133,149		8.00		$	166,436		10.00
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		223,320		13.40			100,002		6.00			N/A		N/A
Bank		210,722		12.66			99,862		6.00			133,149		8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated		223,320		13.40			75,002		4.50			N/A		N/A
Bank		210,722		12.66			74,896		4.50			108,183		6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated		223,320		9.34			95,606		4.00			N/A		N/A
Bank		210,722		8.83			95,409		4.00			119,261		5.00

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

	Amounts Due Within 1 Year		Amounts Due After 1 Year But Within 3 Years		Amounts Due After 3 Years But Within 5 Years		Amounts Due After 5 Years		Total
	(In thousands)

Lease Obligations
Operating lease obligations	$	1,492	$	2,402	$	2,092	$	4,879	$	10,865

Borrowings and Debt
Federal Home Loan Bank		2,651		901		277		—		3,829
Subordinated debt		—		—		—		19,623		19,623
Total borrowings and debt		2,651		901		277		19,623		23,452

Credit Commitments
Available lines of credit		250,859		—		—		86,868		337,727
Other loan commitments		156,582		40,508		3,000		807		200,897
Letters of credit		21,628		315		439		—		22,382
Total credit commitments		429,069		40,823		3,439		87,675		561,006

Other Obligations
Vendor Contracts		3,941		7,868		1,639		—		13,448

Total Obligations	$	437,166	$	52,077	$	7,484	$	112,426	$	609,153

OFF-BALANCE SHEET ARRANGEMENTS.

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

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since our presentation in our 2020 Annual Report. Please refer to Item 7A of the 2020 Annual Report for additional information.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

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

Changes in Internal Control Over Financial Reporting.

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

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2021.

Period	Total Number of Shares Purchased		Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Number of Shares that May Yet Be Purchased Under the Program (1)
July 1 - 31, 2021		634,568		8.14		634,568		1,456,447
August 1 - 31, 2021		525,784		8.66		525,784		930,663
September 1 – 30, 2021		61,266		8.16		61,266		869,397
Total		1,221,618		8.36		1,221,618		869,397

(1)

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

There were no sales by us of unregistered securities during the three months ended September 30, 2021.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit Number		Exhibit Description
3.2		Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 26, 2016).
3.3		Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 2, 2017).
4.1		Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).
10.1		Change of Control Agreement between John Bonini and Western New England Bancorp, Inc. dated as of January 1, 2021 (incorporated by reference to Exhibit 10.22 of the Form 10-K filed with the SEC on March 11, 2021).
10.2		Change of Control Agreement between Christine Phillips and Western New England Bancorp, Inc. dated as of January 1, 2021 (incorporated by reference to Exhibit 10.23 of the Form 10-K filed with the SEC on March 11, 2021).
10.3		Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form S-8 filed with the SEC on May 19, 2021).
10.4		Form of Incentive Stock Option Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form S-8 filed with the SEC on May 19, 2021).
10.5		Form of Non-Qualified Stock Option Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form S-8 filed with the SEC on May 19, 2021).
10.6		Form of Director Incentive Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 of the Form S-8 filed with the SEC on May 19, 2021).
10.7		Form of Restricted Stock Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-8 filed with the SEC on May 19, 2021).
10.8		Form of Long-Term Incentive and Retention Equity Award Agreement under the Western New England Bancorp, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of the Form S-8 filed with the SEC on May 19, 2021).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

Filed herewith.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 5, 2021.

	Western New England Bancorp, Inc.

	By:	/s/ James C. Hagan
		James C. Hagan
		President and Chief Executive Officer

	By:	/s/ Guida R. Sajdak
		Guida R. Sajdak
		Executive Vice President and Chief Financial Officer

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Western New England Bancorp (WNEB) 10-Q2021 Q3 Quarterly report

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