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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2020

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

For the transition period from _______________ to ______________________

Commission File No. 001-39090

Provident Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland

84-4132422

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

5 Market Street, Amesbury, Massachusetts

01913

(Address of Principal Executive Offices)

Zip Code

(978) 834-8555

(Registrant’s telephone number)

N/A

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock

PVBC

The NASDAQ Stock Market LLC

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

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

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

Large Accelerated Filer

o

 

Accelerated Filer

x

Non-accelerated Filer

o

 

Smaller Reporting Company

x

Emerging Growth Company

x

 

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. x

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

As of November 3, 2020, there were 19,425,141 shares of the Registrant’s common stock, $0.01 par value per share, outstanding.


‎

Provident Bancorp, Inc.

Form 10-Q

Part I.

Financial Information

Page

 

 

Item 1.

Interim Financial Statements

2

 

 

 

Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019

2

 

 

 

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)

3

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)

4

 

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)

5

 

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (unaudited)

6

 

 

 

Notes to Consolidated Financial Statements (unaudited)

8

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

29

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

45

 

 

Item 4.

Controls and Procedures

45

 

 

Part II.

Other Information

46

 

 

Item 1.

Legal Proceedings

45

 

 

Item 1A.

Risk Factors

46

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

46

 

 

Item 3.

Defaults upon Senior Securities

46

 

 

Item 4.

Mine Safety Disclosures

46

 

 

Item 5.

Other Information

46

 

 

Item 6.

Exhibits

47

 

 

Signatures

 

48

 

 

Part I.Financial Information

Item 1.Financial Statements

PROVIDENT BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

At

At

September 30,

December 31,

2020

2019

(Dollars in thousands)

(unaudited)

Assets

Cash and due from banks

$

13,486

$

11,990

Short-term investments

33,958

47,668

Cash and cash equivalents

47,444

59,658

Debt securities available-for-sale (at fair value)

34,421

41,790

Federal Home Loan Bank stock, at cost

895

1,416

Loans, net of allowance for loan losses of $17,788 and $13,844 as of

September 30, 2020 and December 31, 2019, respectively

1,341,341

959,286

Bank owned life insurance

36,459

26,925

Premises and equipment, net

14,700

14,728

Accrued interest receivable

6,118

2,854

Right-of-use assets

4,297

3,713

Other assets

12,307

11,418

Total assets

$

1,497,982

$

1,121,788

Liabilities and Shareholders' Equity

Deposits:

Noninterest-bearing

$

361,091

$

222,088

Interest-bearing

807,143

627,817

Total deposits

1,168,234

849,905

Borrowings

73,500

24,998

Operating lease liabilities

4,512

3,877

Other liabilities

12,305

12,075

Total liabilities

1,258,551

890,855

Shareholders' equity:

Preferred stock; authorized 50,000 shares:

no shares issued and outstanding

—

—

Common stock, $0.01 par value, 100,000,000 shares authorized;

19,472,310 and 19,473,818 shares issued and outstanding

at September 30, 2020 and December 31, 2019, respectively

195

195

Additional paid-in capital

147,032

146,174

Retained earnings

100,675

94,159

Accumulated other comprehensive income

1,059

458

Unearned compensation - ESOP

(9,530)

(10,053)

Total shareholders' equity

239,431

230,933

Total liabilities and shareholders' equity

$

1,497,982

$

1,121,788

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

 

2

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

(Dollars in thousands, except per share data)

(unaudited)

Interest and dividend income:

Interest and fees on loans

$

14,972

$

12,841

$

43,123

$

36,810

Interest and dividends on securities

200

406

717

1,230

Interest on short-term investments

6

69

81

136

Total interest and dividend income

15,178

13,316

43,921

38,176

Interest expense:

Interest on deposits

1,075

1,691

4,164

4,659

Interest on borrowings

108

568

655

1,701

Total interest expense

1,183

2,259

4,819

6,360

Net interest and dividend income

13,995

11,057

39,102

31,816

Provision for loan losses

760

833

4,731

3,649

Net interest and dividend income after provision for loan losses

13,235

10,224

34,371

28,167

Noninterest income:

Customer service fees on deposit accounts

382

404

998

1,089

Service charges and fees - other

252

450

973

1,368

Gain on sale of securities, net

—

—

—

113

Bank owned life insurance income

234

175

584

526

Other income

43

11

70

46

Total noninterest income

911

1,040

2,625

3,142

Noninterest expense:

Salaries and employee benefits

5,929

4,478

17,130

13,046

Occupancy expense

384

373

1,254

1,567

Equipment expense

151

105

432

320

Data processing

227

188

623

542

Marketing expense

46

115

181

239

Professional fees

464

120

1,217

1,038

Directors' compensation

177

188

542

557

Software depreciation and implementation

256

173

694

518

Write down of asset receivables

1,307

—

1,807

—

Other

745

720

2,473

2,262

Total noninterest expense

9,686

6,460

26,353

20,089

Income before income tax expense

4,460

4,804

10,643

11,220

Income tax expense

1,258

1,295

2,960

2,962

Net income

$

3,202

$

3,509

$

7,683

$

8,258

Earnings per share: (1)

Basic

$

0.18

$

0.19

$

0.42

$

0.44

Diluted

$

0.18

$

0.19

$

0.42

$

0.44

Weighted Average Shares: (1)

Basic

18,185,995

18,786,692

18,149,745

18,758,905

Diluted

18,222,766

18,965,924

18,184,550

18,874,800

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

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

 

3

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

(In thousands)

Net income

$

3,202

$

3,509

$

7,683

$

8,258

Other comprehensive income:

Unrealized holding gains arising during the period on debt securities available-for-sale

79

227

810

1,203

Reclassification adjustment for realized gains in net income

—

—

—

(113)

Unrealized gain

79

227

810

1,090

Income tax effect

(22)

(52)

(209)

(276)

Total other comprehensive income

57

175

601

814

Comprehensive income

$

3,259

$

3,684

$

8,284

$

9,072

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

 


‎

4

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

For the three months ended September 30, 2020 and 2019

Accumulated

Shares of

Additional

Other

Unearned

Common

Common

Paid-in

Retained

Comprehensive

Compensation

Treasury

(In thousands, except share data)

Stock (1)

Stock

Capital

Earnings

Income (Loss)

ESOP

Stock

Total

Balance, June 30, 2020

19,472,310 

$

195 

$

146,778 

$

98,057 

$

1,002 

$

(9,710)

$

—

$

236,322 

Net income

—

—

—

3,202 

—

—

—

3,202 

Dividends declared ($0.03 per share)

—

—

—

(584)

—

—

—

(584)

Other comprehensive income

—

—

—

—

57 

—

—

57 

Stock-based compensation expense, net of forfeitures

—

—

257 

—

—

—

—

257 

ESOP shares earned

—

—

(3)

—

—

180 

—

177 

Balance, September 30, 2020

19,472,310

$

195 

$

147,032 

$

100,675 

$

1,059 

$

(9,530)

$

—

$

239,431 

Balance, June 30, 2019

19,447,627 

$

—

$

46,567 

$

88,100 

$

384 

$

(2,500)

$

(788)

$

131,763 

Net income

—

—

—

3,509 

—

—

—

3,509 

Other comprehensive income

—

—

—

—

175 

—

—

175 

Stock-based compensation expense

—

—

245 

—

—

—

—

245 

ESOP shares earned

—

—

99 

—

—

60 

—

159 

Balance, September 30, 2019

19,447,627

$

—

$

46,911 

$

91,609 

$

559 

$

(2,440)

$

(788)

$

135,851 

For the nine months ended September 30, 2020 and 2019

Accumulated

Shares of

Additional

Other

Unearned

Common

Common

Paid-in

Retained

Comprehensive

Compensation

Treasury

(In thousands, except share data)

Stock (1)

Stock

Capital

Earnings

Income (Loss)

ESOP

Stock

Total

Balance, December 31, 2019

19,473,818 

$

195 

$

146,174 

$

94,159 

$

458 

$

(10,053)

$

—

$

230,933 

Net income

—

—

—

7,683

—

—

—

7,683

Dividends declared ($0.03 per share)

—

—

—

(1,167)

—

—

—

(1,167)

Other comprehensive income

—

—

—

—

601

—

—

601

Stock-based compensation expense, net of forfeitures

—

—

760

—

—

—

—

760

Restricted stock award grants net of forfeitures

(1,508)

—

—

—

—

—

—

—

ESOP shares earned

—

—

98

—

—

523

—

621

Balance, September 30, 2020

19,472,310 

$

195 

$

147,032

$

100,675

$

1,059

$

(9,530)

$

—

$

239,431

Balance, December 31, 2018

19,455,503 

$

—

$

45,895 

$

83,351 

$

(255)

$

(2,619)

$

(788)

$

125,584 

Net income

—

—

—

8,258

—

—

—

8,258

Other comprehensive income

—

—

—

—

814

—

—

814

Stock-based compensation expense, net of forfeitures

—

—

755

—

—

—

—

755

Restricted stock award forfeiture

(7,876)

—

—

—

—

—

—

—

ESOP shares earned

—

—

261

—

—

179

—

440

Balance, September 30, 2019

19,447,627 

$

—

$

46,911

$

91,609

$

559

$

(2,440)

$

(788)

$

135,851

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

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

5

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

September 30,

(In thousands)

2020

2019

Cash flows from operating activities:

Net income

$

7,683

$

8,258

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of securities premiums, net of accretion

211

129

ESOP expense

621

440

Gain on sale of securities, net

—

(113)

Change in deferred loan fees, net

3,081

761

Provision for loan losses

4,731

3,649

Depreciation and amortization

814

960

Gain on disposals of premises and equipment

—

(9)

(Increase) decrease in accrued interest receivable

(3,014)

71

Deferred tax benefit

(2,007)

(185)

Share-based compensation expense

760

755

Bank owned life insurance income

(584)

(526)

Principal repayments of operating lease obligations

(59)

(57)

Decrease (increase) in other assets

928

(1,868)

Increase (decrease) in other liabilities

230

(905)

Net cash provided by operating activities

13,395

11,360

Cash flows from investing activities:

Purchases of debt securities available-for-sale

—

(13,729)

Proceeds from sales of debt securities available-for-sale

—

13,565

Proceeds from pay downs, maturities and calls of debt securities available-for-sale

7,969

7,313

Redemption of Federal Home Loan Bank stock

521

1,014

Loan originations and purchases, net of paydowns

(323,195)

(95,163)

Cash paid for mortgage warehouse asset purchase, net (1)

(66,962)

—

Additions to premises and equipment

(656)

(5,172)

Proceeds from the sale of equipment

—

85

Additions to other real estate owned

—

(64)

Purchase of bank owned life insurance

(8,950)

—

Net cash used in investing activities

(391,273)

(92,151)

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

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

 
‎

6

PROVIDENT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

Nine Months Ended

September 30,

(In thousands)

2020

2019

Cash flows from financing activities:

Net increase in noninterest-bearing accounts

139,003

39,789

Net increase in interest-bearing accounts

179,326

89,395

Cash dividends paid on common stock

(1,167)

—

Net change in short-term borrowings

60,027

(38,039)

Payments made on Federal Home Loan Bank long-term advances

(11,525)

—

Net cash provided by financing activities

365,664

91,145

Net (decrease) increase in cash and cash equivalents

(12,214)

10,354

Cash and cash equivalents at beginning of period

59,658

28,613

Cash and cash equivalents at end of period

$

47,444

$

38,967

Supplemental disclosures:

Interest paid

$

4,819

$

6,359

Income taxes paid

4,330

3,369

Reclassification of premises and equipment to other assets

3

—

Recognition of right-of-use assets

693

3,836

Recognition of operating lease liabilities

693

3,938

Reclassification of accrued rent from other liabilities to premises and equipment

—

102

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

 
‎

7

PROVIDENT BANCORP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

(1)    Basis of Presentation

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

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

 

(2)    Corporate Structure

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

The Bank, headquartered in Amesbury, Massachusetts, operates its business from seven banking offices located in Amesbury and Newburyport, Massachusetts and Portsmouth, Exeter, Bedford, and Seabrook, New Hampshire. The Bank also has two loan production offices in Boston, Massachusetts and Ponte Vedra, Florida. The Bank provides a variety of financial services to small businesses and individuals. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are commercial mortgages and commercial loans.

 

(3)    COVID-19

The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations. The World Health Organization declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities were to be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruption in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.

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

8

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

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

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

Financial position and results of operations

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

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

Allowance for loan losses

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

In accordance with guidance issued by federal banking agencies, the Company is actively working with borrowers that may be unable to meet contractual obligations due to the effects of COVID-19. As of September 30, 2020, the Company had 156 modified loans totaling $175.4 million, or 12.9%, remaining in the total loan portfolio compared to 287 modified loans totaling $264.2 million, or 20.6% of the total loan portfolio as of June 30, 2020. In October 2020, the Company had 107 modified loans totaling $86.8 million set to resume normal repayment. Of those, 86 loans totaling $72.2 million resumed repayment and 15 loans totaling $12.3 million received deferral extensions. There are six loans totaling $2.3 million for which the Company is working with the borrowers to determine their ability to resume normal repayments or their need for a deferral extension. We are currently working with borrowers to determine their ability to resume the scheduled repayments or their need for a deferral extension. In order to mitigate the risk associated with these modifications the Company has incorporated covenants that require borrowers to submit quarterly financial statements, prohibits them from distributing funds to any owner or stockholder (with the exception of payroll) and also prohibits them from making any payments on debt owed to subordinated debt holders for the duration of their modification. If borrowers are unable to return to their normal payment plan following their modification period, the Company could be required to increase its allowance for loan losses through an additional provision for loan losses charged to earnings.

Valuation

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

 

9

(4)    Recent Accounting Pronouncements

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

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

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

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

 

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

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

10

(5)    Investment Securities

The following summarizes the amortized cost of investment securities classified as available-for-sale and their approximate fair values at September 30, 2020 and December 31, 2019:

Amortized

Gross

Gross

Cost

Unrealized

Unrealized

Fair

(In thousands)

Basis

Gains

Losses

Value

September 30, 2020

State and municipal securities

$

10,225

$

605

$

—

$

10,830

Asset-backed securities

4,704

321

—

5,025

Government mortgage-backed securities

18,086

491

11

18,566

Total debt securities available-for-sale

$

33,015

$

1,417

$

11

$

34,421

December 31, 2019

State and municipal securities

$

10,808

$

398

$

—

$

11,206

Asset-backed securities

5,433

71

4

5,500

Government mortgage-backed securities

24,954

197

67

25,084

Total debt securities available-for-sale

$

41,195

$

666

$

71

$

41,790

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

Available-for-Sale

Amortized

Fair

(In thousands)

Cost

Value

Due after one year through five years

$

921

$

947

Due after five years through ten years

912

918

Due after ten years

8,392

8,965

Government mortgage-backed securities

18,086

18,566

Asset-backed securities

4,704

5,025

$

33,015

$

34,421

There were no realized gains or losses on sales and calls during the nine months ended September 30, 2020. During the nine months ended September 30, 2019, gross realized gains on sales and calls were $216,000, and gross realized losses were $103,000.

Securities with carrying amounts of $23.6 million and $30.6 million were pledged to secure available borrowings with the Federal Reserve Bank and Federal Home Loan Bank at September 30, 2020 and December 31, 2019, respectively.

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

11

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

Less than 12 Months

12 Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(In thousands)

Value

Losses

Value

Losses

Value

Losses

September 30, 2020

Temporarily impaired securities:

Government mortgage-backed securities

$

—

$

—

$

867

$

11

$

867

$

11

Total temporarily impaired debt securities

$

—

$

—

$

867

$

11

$

867

$

11

December 31, 2019

Temporarily impaired securities:

Asset-backed securities

$

606

$

4

$

—

$

—

$

606

$

4

Government mortgage-backed securities

5,207

8

5,418

59

10,625

67

Total temporarily impaired debt securities

$

5,813

$

12

$

5,418

$

59

$

11,231

$

71

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

 

(6)    Loans

A summary of loans is as follows:

At

At

September 30,

December 31,

(In thousands)

2020

2019

Commercial real estate

$

426,184

$

418,356

Commercial (1)

582,763

451,791

Residential real estate

36,920

45,695

Construction and land development

35,768

46,763

Consumer

7,024

12,737

Mortgage warehouse

275,763

—

1,364,422

975,342

Allowance for loan losses

(17,788)

(13,844)

Deferred loan fees, net

(5,293)

(2,212)

Net loans

$

1,341,341

$

959,286

(1) Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.

12

The following tables set forth information regarding the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2020 and 2019:

For the three months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at June 30, 2020

$

6,758

$

7,925

$

207

$

955

$

851

$

462

$

—

$

17,158

Charge-offs

—

(78)

—

—

(96)

—

—

(174)

Recoveries

—

—

—

—

44

—

—

44

Provision (credit)

106

869

(11)

(376)

(55)

227

—

760

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at June 30, 2019

$

4,579

$

5,289

$

231

$

649

$

928

$

—

$

114

$

11,790

Charge-offs

—

—

—

—

(240)

—

—

(240)

Recoveries

—

20

3

—

31

—

—

54

Provision (credit)

366

339

(6)

15

63

—

56

833

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437

For the nine months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at December 31, 2019

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Charge-offs

(118)

(175)

—

(24)

(609)

—

—

(926)

Recoveries

—

7

4

—

128

—

—

139

Provision (credit)

878

2,798

(62)

(146)

575

689

(1)

4,731

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at December 31, 2018

$

4,152

$

5,742

$

251

$

738

$

710

$

—

$

87

$

11,680

Charge-offs

—

(2,223)

—

—

(787)

—

—

(3,010)

Recoveries

—

35

7

—

76

—

—

118

Provision (credit)

793

2,094

(30)

(74)

783

—

83

3,649

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437

13

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

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

September 30, 2020

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,160

$

351

$

—

$

—

$

—

$

—

$

—

$

1,511

Ending balance:

Collectively evaluated

for impairment

5,704

8,365

196

579

744

689

—

16,277

Total allowance for loan

losses ending balance

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Loans:

Ending balance:

Individually evaluated

for impairment

$

21,205

$

4,447

$

163

$

—

$

—

$

—

$

25,815

Ending balance:

Collectively evaluated

for impairment

404,979

578,316

36,757

35,768

7,024

275,763

1,338,607

Total loans ending balance

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

December 31, 2019

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,508

$

174

$

—

$

—

$

—

$

—

$

—

$

1,682

Ending balance:

Collectively evaluated

for impairment

4,596

5,912

254

749

650

—

1

12,162

Total allowance for loan

losses ending balance

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Loans:

Ending balance:

Individually evaluated

for impairment

$

20,990

$

3,326

$

182

$

165

$

—

$

—

$

24,663

Ending balance:

Collectively evaluated

for impairment

397,366

448,465

45,513

46,598

12,737

—

950,679

Total loans ending balance

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342

14

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

90 Days

90 Days

Total

or More

30 - 59

60 - 89

or More

Past

Total

Total

Past Due

Non-accrual

(In thousands)

Days

Days

Past Due

Due

Current

Loans

and Accruing

Loans

September 30, 2020

Commercial real estate

$

—

$

205

$

—

$

205

$

425,979

$

426,184

$

—

$

19,834

Commercial

172

—

291

463

582,300

582,763

—

4,155

Residential real estate

327

176

1,033

1,536

35,384

36,920

—

1,166

Construction and

land development

—

—

—

—

35,768

35,768

—

—

Consumer

77

44

51

172

6,852

7,024

—

51

Mortgage warehouse

—

—

—

—

275,763

275,763

—

—

Total

$

576

$

425

$

1,375

$

2,376

$

1,362,046

$

1,364,422

$

—

$

25,206

December 31, 2019

Commercial real estate

$

473

$

18,256

$

1,368

$

20,097

$

398,259

$

418,356

$

—

$

1,701

Commercial

529

85

484

1,098

450,693

451,791

—

2,955

Residential real estate

715

154

832

1,701

43,994

45,695

—

969

Construction and

land development

—

—

165

165

46,598

46,763

—

165

Consumer

111

58

38

207

12,530

12,737

—

37

Mortgage warehouse

—

—

—

—

—

—

—

—

Total

$

1,828

$

18,553

$

2,887

$

23,268

$

952,074

$

975,342

$

—

$

5,827

15

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

September 30, 2020

December 31, 2019

Unpaid

Unpaid

Recorded

Principal

Related

Recorded

Principal

Related

(In thousands)

Investment

Balance

Allowance

Investment

Balance

Allowance

With no related allowance recorded:

Commercial real estate

$

1,209

$

1,209

$

—

$

2,070

$

2,082

$

—

Commercial

345

353

—

1,348

1,745

—

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with no related allowance

1,717

1,725

—

3,765

4,174

—

With an allowance recorded:

Commercial real estate

19,996

20,190

1,160

18,920

18,921

1,508

Commercial

4,102

4,644

351

1,978

2,085

174

Residential real estate

—

—

—

—

—

—

Construction and land development

—

—

—

—

—

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with an allowance recorded

24,098

24,834

1,511

20,898

21,006

1,682

Total

Commercial real estate

21,205

21,399

1,160

20,990

21,003

1,508

Commercial

4,447

4,997

351

3,326

3,830

174

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired loans

$

25,815

$

26,559

$

1,511

$

24,663

$

25,180

$

1,682

16

Three Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,383

$

28

$

2,420

$

15

Commercial

354

4

2,119

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

1,900

33

5,037

29

With an allowance recorded:

Commercial real estate

20,354

1

—

—

Commercial

4,178

—

1,927

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

24,532

1

1,927

—

Total

Commercial real estate

21,737

29

2,420

15

Commercial

4,532

4

4,046

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

26,432

$

34

$

6,964

$

29

17

Nine Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,455

$

56

$

2,442

$

45

Commercial

373

14

2,397

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

2,075

76

5,389

80

With an allowance recorded:

Commercial real estate

20,695

253

—

—

Commercial

4,454

1

3,133

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

25,149

254

3,133

—

Total

Commercial real estate

22,150

309

2,442

45

Commercial

4,827

15

5,530

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

27,224

$

330

$

8,522

$

80

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

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

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

18

The following tables summarize TDRs entered into during the three and nine months ended September 30, 2020 and 2019:

Nine Months Ended September 30,

2020

2019

(Dollars in thousands)

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Troubled debt restructurings:

Commercial real estate

9

$

18,811

$

20,311

—

$

—

$

—

Commercial

1

81

81

1

1,963

1,963

10

$

18,892

$

20,392

1

$

1,963

$

1,963

There were no new TDRs approved during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company approved 10 TDRs. Of the 10 TDRs, seven were for one commercial real estate loan relationship totaling $20.1 million. The Bank analyzed the relationship and modified the relationship as follows:

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

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

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

This commercial relationship is currently on non-accrual until satisfactory demonstration of payments.

The Bank approved two TDRs for another commercial real estate relationship totaling $165,000. These loans have a reduced rate for a period of two years. An impairment analysis was performed and a specific reserve of $4,000 was allocated to this relationship. The Bank also approved one TDR for a commercial loan totaling $81,000. This commercial loan was placed on an extended six-month interest-only period with a new term and re-amortization to follow.

There were no TDRs approved during the three months ended September 30, 2019. In the nine months ended September 30, 2019, the Company approved one TDR totaling $1.9 million. This commercial loan was placed on an extended 12-month interest-only period with re-amortization to follow.

As of September 30, 2020, these loan relationships are paying as agreed upon in the modified terms. An impairment analysis was performed and a specific reserves of $1.3 million were allocated to these relationships.

The total recorded investment in TDRs was $23.6 million and $4.2 million at September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.

19

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

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction
‎and Land
‎Development

Consumer

Mortgage Warehouse

Total

September 30, 2020

Grade:

Pass

$

393,589

$

555,693

$

—

$

35,768

$

—

$

275,763

$

1,260,813

Special mention

12,761

19,064

—

—

—

—

31,825

Substandard

19,834

8,006

1,462

—

—

—

29,302

Not formally rated

—

—

35,458

—

7,024

—

42,482

Total

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

December 31, 2019

Grade:

Pass

$

396,217

$

433,076

$

—

$

46,598

$

—

$

—

$

875,891

Special mention

1,936

14,044

—

—

—

—

15,980

Substandard

20,203

4,671

1,379

165

—

—

26,418

Not formally rated

—

—

44,316

—

12,737

—

57,053

Total

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342

Credit Quality Information

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

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

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

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

Loans rated 6: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

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

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

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

 

20

(7)    Deposits

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

September 30,

December 31,

(In thousands)

2020

2019

NOW and demand

$

509,417

$

369,423

Regular savings

149,797

115,593

Money market deposits

325,971

270,471

Total non-certificate accounts

985,185

755,487

Certificate accounts of $250,000 or more

15,159

15,575

Certificate accounts less than $250,000

167,890

78,843

Total certificate accounts

183,049

94,418

Total deposits

$

1,168,234

$

849,905

 

(8)    Borrowings

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

(In thousands)

Fiscal Year-End

2020

$

60,000

2023

8,500

Thereafter

5,000

Total

$

73,500

Borrowings from the FRB BIC program are secured by a Uniform Commercial Code (“UCC”) financing statement on qualified collateral, consisting of certain commercial loans and qualified mortgage-backed government securities. At September 30, 2020, FRB borrowings consisted of overnight borrowings totaling $60.0 million and had an interest rate of 0.25%.

Borrowings from the FHLB, which aggregated $13.5 million at September 30, 2020, are secured by a blanket lien on qualified collateral, consisting primarily of loans with first mortgages secured by one to four family properties, certain commercial loans and qualified mortgage-backed government securities. The interest rates on FHLB advances ranged from 1.21% to 3.01%, and the weighted average interest rate on FHLB advances was 2.12% at September 30, 2020. All of the FHLB borrowings at September 30, 2020 are long-term with an original maturity of more than one year.

 

(9)    Fair Value Measurements

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

Basis of Fair Value Measurements

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

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

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

21

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

Fair Values of Assets Measured on a Recurring Basis

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

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

Fair Value Measurements at Reporting Date Using

Significant

Significant

Other Observable

Unobservable

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

State and municipal securities

$

10,830

$

—

$

10,830

$

—

Asset-backed securities

5,025

—

5,025

—

Mortgage-backed securities

18,566

—

18,566

—

Totals

$

34,421

$

—

$

34,421

$

—

December 31, 2019

State and municipal securities

$

11,206

$

—

$

11,206

$

—

Asset-backed securities

5,500

—

5,500

—

Mortgage-backed securities

25,084

—

25,084

—

Totals

$

41,790

$

—

$

41,790

$

—

Fair Values of Assets Measured on a Non-Recurring Basis

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

Certain impaired loans were adjusted to fair value, less cost to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for loan losses. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties.

22

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

Fair Value Measurements at Reporting Date Using:

Quoted Prices in

Significant

Significant

Active Markets for

Other Observable

Unobservable

Identical Assets

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

Impaired loans

Commercial real estate

$

158

$

—

$

—

$

158

Commercial

3,751

—

—

3,751

Totals

$

3,909

$

—

$

—

$

3,909

December 31, 2019

Impaired loans

Commercial real estate

$

215

$

—

$

—

$

215

Commercial

1,805

—

—

1,805

Totals

$

2,020

$

—

$

—

$

2,020

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

(In thousands)

Fair Value

Valuation Technique

Unobservable Input

Range

September 30, 2020

Impaired loans

Commercial real estate

$

158

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

3,751

Business valuation

Comparable company evaluations

—

December 31, 2019

Impaired loans

Commercial real estate

$

215

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

1,805

Business valuation

Comparable company evaluations

—

Fair Values of Financial Instruments

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

23

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

Carrying

Fair Value

(In thousands)

Amount

Level 1

Level 2

Level 3

Total

September 30, 2020

Financial assets:

Cash and cash equivalents

$

47,444

$

47,444

$

—

$

—

$

47,444

Available-for-sale debt securities

34,421

—

34,421

—

34,421

Federal Home Loan Bank of Boston stock

895

N/A

N/A

N/A

N/A

Loans, net

1,341,341

—

—

1,352,938

1,352,938

Accrued interest receivable

6,118

—

6,118

—

6,118

Financial liabilities:

Deposits

1,168,234

—

1,168,962

—

1,168,962

Borrowings

73,500

—

74,132

—

74,132

December 31, 2019

Financial assets:

Cash and cash equivalents

$

59,658

$

59,658

$

—

$

—

$

59,658

Available-for-sale debt securities

41,790

—

41,790

—

41,790

Federal Home Loan Bank of Boston stock

1,416

N/A

N/A

N/A

N/A

Loans, net

959,286

—

—

958,270

958,270

Accrued interest receivable

2,854

—

2,854

—

2,854

Financial liabilities:

Deposits

849,905

—

850,774

—

850,774

Borrowings

24,998

—

25,351

—

25,351

 

(10)    Regulatory Capital

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

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

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

In September 2019, the federal banking agencies adopted a final rule to implement Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, effective January 1, 2020, establishing a community bank leverage ratio (“CBLR”) framework for community banking organizations having total consolidated assets of less than $10 billion, having a leverage ratio of greater than 9%, and satisfying other criteria, such as limitations on the amount of off-balance sheet exposures and on trading assets and liabilities. A community banking organization that qualifies for and elects to use the CBLR framework and that maintains a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the banking agencies’ generally applicable capital rules and, if applicable, will be considered to have met the well-capitalized ratio requirements for purposes of Section 38 of the Federal Deposit Insurance Act.

24

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

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

(Dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2020

Total Capital (to Risk Weighted Assets)

$

194,114

14.29

%

$

108,677

>

8.0

%

$

135,847

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

81,508

>

6.0

108,677

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

61,131

>

4.5

88,300

>

6.5

Tier 1 Capital (to Average Assets)

177,124

12.61

56,187

>

4.0

70,234

>

5.0

December 31, 2019

Total Capital (to Risk Weighted Assets)

$

181,135

17.62

%

$

82,238

>

8.0

%

$

102,798

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

61,679

>

6.0

82,238

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

46,259

>

4.5

66,819

>

6.5

Tier 1 Capital (to Average Assets)

168,273

15.18

44,352

>

4.0

55,440

>

5.0

Liquidation Accounts

Upon the completion of Old Provident’s stock offering in 2015, a “liquidation account” was established for the benefit of certain depositors of the Bank in an amount equal to the percentage ownership interest in the equity of Old Provident held by persons other than the MHC as of the date of the latest balance sheet contained in the prospectus utilized in connection with the offering. The Company is not permitted to pay dividends on its capital stock if the Company’s shareholders’ equity would be reduced below the amount of the liquidation account. The liquidation account is reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account.

Upon the completion of the Conversion, “liquidation accounts” for the benefit of certain depositors of the Bank in an amount equal to the MHC’s ownership interest in the retained earnings of the Company as of the date of the latest balance sheet contained in the 2019 prospectus plus the MHC’s net assets (excluding its ownership of the Company) were established by the Company and the Bank. The Company and the Bank are not permitted to pay dividends on their capital stock if the shareholders’ equity of the Company, or the shareholder’s equity of the Bank, would be reduced below the amount of the liquidation accounts. The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts.

 

(11)    Employee Stock Ownership Plan

Old Provident established an ESOP to provide eligible employees the opportunity to own Old Provident stock. The plan is a tax-qualified plan for the benefit of all Bank employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax law limits. The ESOP acquired 721,876 shares in Old Provident’s initial stock offering with the proceeds of a loan totaling $3.6 million. The loan was payable annually over 15 years at a rate per annum equal to the prime rate. In conjunction with the Conversion, the Company refinanced the original loan to the ESOP with an additional $8.2 million payable over 15 years at a rate per annum equal to the prime rate (4.75% as December 31, 2019) to acquire an additional 816,992 shares at $10.00 per share, representing 8% of the shares sold in the Company’s second-step offering. After the Conversion, the unallocated shares had an average price of $8.20 per share. Shares used as collateral to secure the loan are released and available for allocation to eligible employees as the principal and interest on the loan is paid. The number of shares committed to be released per year through 2033 is 89,757.

Shares held by the ESOP include the following:

September 30, 2020

December 31, 2019

Allocated

282,256

192,499

Committed to be allocated

67,318

89,757

Unallocated

1,189,294

1,256,612

Total

1,538,868

1,538,868

25

The fair value of unallocated shares was approximately $9.4 million at September 30, 2020.

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

Total compensation expense recognized in connection with the ESOP for the three months ended September 30, 2020 and 2019 was $177,000 and $159,000, respectively. Total compensation expense recognized for the nine months ended September 30, 2020 and 2019 was $621,000 and $440,000 respectively.

 

(12)    Earnings Per Common Share

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands, except per share amounts)

2020

2019

2020

2019

Net Income attributable to common shareholders

$

3,202

$

3,509

$

7,683

$

8,258

Average number of common shares issued

19,472,310

19,521,324

19,474,495

19,523,921

Less:

average unallocated ESOP shares

(1,196,856)

(516,906)

(1,219,160)

(531,420)

average unvested restricted stock

(89,459)

(144,393)

(105,590)

(160,263)

average treasury stock acquired

—

(73,333)

—

(73,333)

Average number of common shares outstanding

to calculate basic earnings per common share

18,185,995

18,786,692

18,149,745

18,758,905

Effect of dilutive unvested restricted stock and stock option awards

36,771

179,232

34,805

115,895

Average number of common shares outstanding

to calculate diluted earnings per common share

18,222,766

18,965,924

18,184,550

18,874,800

Earnings per common share:

Basic

$

0.18

$

0.19

$

0.42

$

0.44

Diluted

$

0.18

$

0.19

$

0.42

$

0.44

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

For the three months ended September 30, 2020 and 2019, 195,689 and 8,853 shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive. For the nine months ended September 30, 2020 and 2019, 65,942 and 14,003 shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive.

 

(13)    Share-Based Compensation

Under the Provident Bancorp, Inc. 2016 Equity Incentive Plan (the "Equity Plan"), the Company may grant options, restricted stock, restricted units or performance awards to its directors, officers and employees. Both incentive stock options and non-qualified stock options may be granted under the Equity Plan, with the total shares reserved for options equaling 902,344. The exercise price of each option equals the market price of the Company’s stock on the date of grant and the term of each option is generally ten years. The total number of shares reserved for restricted stock or restricted units is 360,935. Options and other awards vest in equal annual installments on each anniversary of the date of the grant over the vesting period, which is typically three years to five years.

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

26

Stock Options

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

Volatility is based on peer group volatility because the Company does not have a sufficient trading history.

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

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

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

2020

Vesting period (years)

3

Expiration date (years)

10

Expected volatility

30.92%

Expected life (years)

7.5

Expected dividend yield

—%

Risk free interest rate

1.74%

Fair value per option

$

4.60

A summary of the status of the Company’s stock option grants for the nine months ended September 30, 2020 is presented in the table below:

Stock Option Awards

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value

Outstanding at December 31, 2019

816,057

$

8.93

Granted

7,293

12.35

Forfeited

(9,844)

8.61

Exercised

—

—

Outstanding at September 30, 2020

813,506

$

8.96

6.20

$

—

Outstanding and expected to vest

at September 30, 2020

813,506

$

8.96

6.20

$

—

Vested and Exercisable

at September 30, 2020

470,914

$

8.77

6.02

$

—

Unrecognized compensation cost

$

584,000

Weighted average remaining

recognition period (years)

1.52

For the three months ended September 30, 2020 and 2019, total expense for the stock options was $110,000 and $103,000, respectively. For the nine months ended September 30, 2020 and 2019, total expense for the stock options was $324,000 and $304,000, respectively.

Restricted Stock

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

27

The following table presents the activity in restricted stock awards under the Equity Plan for the nine months ended September 30, 2020:

Unvested Restricted Stock Awards

Weighted Average Grant Date Price

Unvested restricted stock awards at January 1, 2020

140,019

$

9.19

Granted

2,430

12.35

Forfeited

(3,938)

8.61

Vested

(1,965)

13.46

Unvested restricted stock awards at September 30, 2020

136,546

$

9.20

Unrecognized compensation cost

$

769,000

Weighted average remaining recognition period (years)

1.48

For the three months ended September 30, 2020 and 2019, total expense for the restricted stock awards was $147,000 and $142,000, respectively. For the nine months ended September 30, 2020 and 2019, total expense for the restricted stock awards was $436,000 and $451,000, respectively.

 

(14)    Leases

The Company recognized right-of-use assets totaling $4.3 million and $3.7 million and operating lease liabilities totaling $4.5 million and $3.9 million at September 30, 2020 and December 31, 2019, respectively. The lease liabilities recognized by the Company represent two leased branch locations and one loan production office.

Rent expense for the operating leases has been amortized over a straight line basis for the remaining lease term. For the nine months ended September 30, 2020 and 2019, rent expense for the operating leases totaled $228,000 and $215,000, respectively. Variable lease components are expensed as incurred and are not included in the right-of-use assets and operating lease liabilities.

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

September 30,

December 31,

2020

2019

Weighted-average discount rate

3.54%

3.78%

Range of lease expiration dates

3 - 15.5 years

4.5 - 16 years

Range of lease renewal options

5 - 20 years

20 years

Weighted-average remaining lease term

27.8

31.9 years

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

(In thousands)

Fiscal Year-End

2020

$

64

2021

258

2022

261

2023

264

2024

270

Thereafter

6,604

Total lease payments

7,721

Less imputed interest

(3,209)

Total lease liabilities

$

4,512

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

 

28

(15)    Asset Purchase

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

 

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

 

(In thousands)

Consideration:

Cash

$

66,962

Recognized amounts of identifiable assets acquired:

Loans

66,672

Accrued interest and fees

250

Premises and equipment

24

Other assets

16

Total identifiable assets

$

66,962

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

 

(16)    Revenue Recognition

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

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

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

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

 

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

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

 

Forward-Looking Statements

This document may contain certain forward-looking statements, such as statements of the Company’s or the Bank’s plans, objectives, expectations, estimates and intentions. Forward-looking statements may be identified by the use of words such as “expects,” “subject,” “believes,” “will,” “intends,” “may,” “will be,” “would” or similar expressions. Readers should not place undue reliance on any forward-looking statements, which reflect management’s analysis of factors only as of the date of which they are given. These statements are

29

subject to change based on various important factors (some of which are beyond the Company’s or the Bank’s control) and actual results may differ materially. These factors include general economic conditions, including trends and levels of interest rates; the effects of any pandemic; the ability of our borrowers to repay their loans; the ability of the Company or the Bank to effectively manage its growth; real estate values in the market area; loan demand; competition; changes in accounting policies; changes in laws and regulations; our success in introducing new products or entering new markets; our ability to retain key employees; failures or breaches of our IT systems; and results of regulatory examinations, among other factors.

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

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

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

 

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policies, which involve the most complex or subjective decisions or assessments, are as follows:

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

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of loans in light of historical experience, the size and composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The Company classifies a loan as impaired when, based on current information and events, it is probable that it will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

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

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, commercial real estate, construction and land development, commercial and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for

30

each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; 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; experience/ability/depth of lending management and staff; and national and local economic trends and conditions. There were no changes in our policies or methodology pertaining to the general component of the allowance for loan losses during the nine months ended September 30, 2020 or during the year ended December 31, 2019.

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

Residential real estate: We generally do not originate loans with a loan-to-value ratio greater than 80% and do not grant subprime loans. Loans with loan to value ratios greater than 80% require the purchase of private mortgage insurance. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

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

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

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

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

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

The allocated component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis for commercial, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan.

We periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring. All troubled debt restructurings are initially classified as impaired.

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

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

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

31

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

Balance Sheet Analysis

Assets. Total assets were $1.50 billion at September 30, 2020, representing an increase of $376.2 million, or 33.5%, from $1.12 billion at December 31, 2019. The increase resulted primarily from increases in net loans of $382.1 million, bank owned life insurance of $9.5 million, and accrued interest receivable of $3.3 million, partially offset by decreases in cash and cash equivalents of $12.2 million and investments in debt securities available-for-sale of $7.4 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $12.2 million, or 20.5%, to $47.4 million at September 30, 2020 from $59.7 million at December 31, 2019. The decrease in cash and cash equivalents resulted primarily from the $67.0 million in cash used to purchase the mortgage warehouse assets, offset by deposit growth and the increase in borrowings.

Securities. Investments in debt securities available-for-sale decreased $7.4 million, or 17.6%, to $34.4 million at September 30, 2020 from $41.8 million at December 31, 2019. The decrease was primarily due to principal paydowns on government mortgage-backed securities.

Loans. At September 30, 2020, net loans were $1.34 billion, or 89.5% of total assets, compared to $959.3 million, or 85.5% of total assets, at December 31, 2019. Increases in commercial loans of $131.0 million, or 29.0%, the acquisition and growth of mortgage warehouse loans to $275.8 million, and an increase in commercial real estate loans of $7.8 million, or 1.9%, were partially offset by decreases in construction and land development loans of $11.0 million, or 23.5%, residential real estate loans of $8.8 million, or 19.2%, and consumer loans of $5.7 million, or 44.9%. Our commercial loan growth was primarily due to the origination of SBA PPP loans and a continued focus on our specialized enterprise value loans, partially offset by a decrease in our renewable energy loan portfolio. As of September 30, 2020, the Company originated $78.0 million in SBA PPP loans. Enterprise value loans increased $79.3 million, or 44.5%, to $257.3 million at September 30, 2020 from $178.0 million at December 31, 2019. Renewable energy loans decreased $21.1 million, or 32.0%, to $45.0 million at September 30, 2020 from $66.1 million at December 31, 2019 due to early payoffs. On January 17, 2020, the Company completed an asset purchase of mortgage warehouse loans from People’s United Bank, N.A. These loans increased $209.1 million, or 313.6%, to $275.8 million at September 30, 2020 from $66.7 million at January 17, 2020 due to increased usage of the facilities and the addition of customers to the portfolio.

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

At

At

September 30,

December 31,

2020

2019

Amount

Percent

Amount

Percent

Commercial real estate

$

426,184

31.24%

$

418,356

42.89%

Commercial

582,763

42.71%

451,791

46.32%

Residential real estate

36,920

2.71%

45,695

4.69%

Construction and land development

35,768

2.62%

46,763

4.79%

Consumer

7,024

0.51%

12,737

1.31%

Mortgage warehouse

275,763

20.21%

—

—%

1,364,422

100.00%

975,342

100.00%

Allowance for loan losses

(17,788)

(13,844)

Deferred loan fees, net

(5,293)

(2,212)

Net loans

$

1,341,341

$

959,286

Bank Owned Life Insurance. Bank owned life insurance increased $9.5 million, or 34.5%, to $36.4 million at September 30, 2020 from $26.9 million at December 31, 2019. The increase was primarily due to the purchase of new insurance policies.

Accrued Interest Receivable. Accrued interest receivable increased $3.2 million, or 114.4%, to $6.1 million at September 30, 2020 from $2.9 million at December 31, 2019. The increase was primarily due to deferred interest on loan modifications as part of the CARES Act. As of September 30, 2020, we have modified 294 loans totaling $277.7 million, or 20.4% of total loans. Of these modifications 138 loans totaling $102.3 million, or 36.8% of total modified loans, have resumed normal repayment. The deferred interest on the modifications will be due at the maturity of the loans, which ranges from 2020 to 2049.

32

Deposits. Total deposits increased $318.3 million, or 37.5%, to $1.17 billion at September 30, 2020 from $849.9 million at December 31, 2019. The primary reason for the increase in deposits was due to an increase of $140.0 million, or 37.9%, in NOW and demand deposits, an increase of $88.6 million, or 93.9%, in time deposits, an increase of $34.2 million, or 29.6%, in savings accounts, and an increase of $55.5 million, or 20.5%, in money market accounts. Money market deposits and NOW and demand deposits increased due to funds from the origination of PPP loans and our strategic deposit growth strategy. The increase in time deposits was primarily due to increases in brokered certificates of deposit of $66.6 million, or 137.0%, and an increase of $34.5 million, or 399.0%, from QwickRate deposits, where we gather certificates of deposit nationwide by posting rates we will pay on these deposits. The increase in savings accounts was primarily due to municipal deposits and growth from our online deposit products.

Borrowings. Borrowings at September 30, 2020 consisted of FHLB advances and FRB borrowings from the borrower-in-custody program and at December 31, 2019 consisted of FHLB advances. Borrowings increased $48.5 million, or 194.0%, to $73.5 million at September 30, 2020 from $25.0 million at December 31, 2019. The increase was primarily to fund loan growth.

Shareholders’ Equity. Total shareholders’ equity increased $8.5 million, or 3.7%, to $239.4 million at September 30, 2020, from $230.9 million at December 31, 2019. The increase was due to year-to-date net income of $7.7 million, stock-based compensation expense of $760,000, other comprehensive income of $601,000 and ESOP shares earned of $621,000, partially offset by a decrease of $1.2 million from dividends declared. Book value per share increased to $12.30 at September 30, 2020 from $11.86 at December 31, 2019.

Asset Quality.

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

At

At

September 30,

December 31,

(Dollars in thousands)

2020

2019

Non-accrual loans:

Real estate:

Commercial

$

19,834

$

1,701

Residential

1,166

969

Construction and land development

—

165

Commercial

4,155

2,955

Consumer

51

37

Mortgage warehouse

—

—

Total non-accrual loans

25,206

5,827

Accruing loans past due 90 days or more

—

—

Other real estate owned

—

—

Total non-performing assets

$

25,206

$

5,827

Total loans (1)

$

1,359,129

$

973,130

Total assets

$

1,497,982

$

1,121,788

Total non-performing loans to total loans (1)

1.85%

0.60%

Total non-performing assets to total assets

1.68%

0.52%

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

Non-accrual loans as of September 30, 2020 consisted primarily of one commercial real estate relationship and two commercial relationships. The commercial real estate loan relationship with a total balance at September 30, 2020 of $19.8 million became impaired in 2019 and, in 2020, a troubled debt restructure was completed. The loan was placed on non-accrual status until the relationship can demonstrate the ability to pay the loan under the restructured terms. The loan relationship was evaluated and specific reserves of $1.2 million were allocated as of September 30, 2020.

Of the two commercial relationships, the larger relationship totaled $1.9 million at September 30, 2020. The impaired relationship was evaluated and specific reserves of $76,000 were allocated as of September 30, 2020. The other commercial relationship totaling $1.7 million was originated through the BancAlliance network. BancAlliance has a membership of approximately 200 community banks that together participate in middle market commercial and industrial loans as a way to diversify their commercial portfolio. The impaired loan relationship was evaluated and specific reserves of $121,000 were allocated as of September 30, 2020.

33

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

The Company is working with customers affected by COVID-19. As a result of the current economic crisis caused by the COVID-19 virus, the Company is engaging in more frequent communication with borrowers to better understand their situation and challenges faced. The extent to which industries, or the tangential impact of those industries to other borrowers or industries are impacted, will likely be in direct proportion to the duration and depth of the COVID-19 pandemic. In determining “at-risk” industries we have used a threshold of 25% when comparing the value of COVID-19 modified loans to total loans within the industry. As of September 30, 2020 total balances within the at-risk industries are as follows:

Commercial Real Estate

Commercial

Total

(Dollars in thousands)

Amount

Percent

Amount

Percent

Amount

Percent

Restaurant/fast food

$

17,011

4.0

%

$

10,051

1.7

%

$

27,062

2.7

%

Hotel/motel/inn

27,837

6.5

95

—

27,932

2.8

Amusement and recreation centers

12,799

3.0

13,799

2.4

26,598

2.6

Software publication services

—

—

11,921

2.0

11,921

1.2

Technical services

—

—

61,722

10.6

61,722

6.1

Non-essential retail

32,584

7.6

42,456

7.3

75,040

7.4

$

90,231

21.1

%

$

140,044

24.0

%

$

230,275

22.8

%

We identified 21.1% of total commercial real estate loans and 24.0% of the commercial loans as being at-risk.

The non-essential retail commercial real estate loans are secured by a mix of retail spaces, including strip centers, convenience stores, and apparel and hobby shops. Non-essential retail commercial loans include the following sectors:

(In thousands)

Commercial

Beverage

$

1,556

Commercial print

2,138

Personal services

6,005

Professional services

18,256

Repairs and maintenance

10,055

Transit services

4,446

$

42,456

The Company has established a modification program in accordance with applicable regulations to provide economic relief. In working with our borrowers, the Company has provided up to six month payment deferrals. At the completion of the payment deferral, the Company has allowed for deferral extensions on an as-needed and case-by-case basis. Under agency guidance and Section 4013 of the CARES Act, these modifications will not be classified as troubled debt restructurings and are not considered delinquent.

The following table summarizes the modification activity for the three months ended September 30, 2020.

(Dollars in thousands)

Balance

Number of loans

Modified loans at June 30, 2020

$

264,238

287

New modifications

17,635

12

Loans that have resumed repayment

(106,510)

(143)

Modified loans at September 30, 2020

$

175,363

156

In addition to the new modifications, the Company also approved 12 extensions of existing modification for loans totaling $8.2 million. These were modified under agency guidance and Section 4013 of the CARES Act and are therefore not considered TDRs or delinquent. In October 2020, the Company had 107 modified loans totaling $86.8 million set to resume normal repayment. Of those, 86 loans totaling $72.2 million resumed repayment and 15 loans totaling $12.3 million received deferral extensions. There are six loans totaling

34

$2.3 million for which the Company is working with the borrowers to determine their ability to resume normal repayments or their need for a deferral extension. We are currently working with borrowers to determine their ability to resume the scheduled repayments or their need for a deferral extension.

The following table summarizes the modifications by modification type and loan type.

September 30, 2020

Payment Deferred

Interest Only

Total Modified

Percent

Percent

Percent

of

of

of

(Dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Balance

Portfolio

Commercial real estate

$

36,423

8.5

%

$

32,552

7.6

%

$

68,975

16.1

%

Commercial

21,712

3.7

%

76,467

13.1

%

98,179

16.8

%

Residential

170

0.5

%

—

—

%

170

0.5

%

Construction and land development

8,038

2.4

%

—

—

%

8,038

2.4

%

$

66,343

$

109,019

$

175,362

As of September 30, 2020, total deferred interest for all modified loans was $3.0 million. In order to mitigate the risk associated with these modifications, the Company has incorporated covenants that require borrowers to submit quarterly financial statements, prohibits them from distributing funds to any owner or stockholder (with the exception of payroll) and also prohibits them from making any payments on debt owed to subordinated debt holders for the duration of their modification. Under agency guidance and Section 4013 of the CARES Act, these modifications are not classified as TDRs and are not considered delinquent.

The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) program called the Paycheck Protection Program (“PPP”). An eligible business can apply for a PPP loan up to a greater of: (1) 2.5 times its average monthly “payroll costs;” or (2) $10.0 million. PPP loans will have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend the maturity for such loans to five years); and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be forgiven under the PPP if employee and compensation levels of the business are maintained and 75% of the loan proceeds are used for payroll expenses, with the remaining 25% of the loan proceeds used for other qualifying expenses.

As of September 30, 2020, the Company originated 341 loans totaling $78.0 million under the PPP, as of that date applications for 55 of the loans totaling $21.6 million had been submitted to the SBA for forgiveness. As of September 30, 2020 we have received $2.8 million in fee income from the SBA for the origination of these loans. The fee income was deferred and is being accreted over the shorter of the repayment period or the contractual life of these loans. The Company recognized $355,000 and $610,000 of this fee income into interest income in the three and nine months ended September 30, 2020, respectively.

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

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

Nine Months Ended

September 30,

(Dollars in thousands)

2020

2019

Allowance at beginning of period

$

13,844

$

11,680

Provision for loan losses

4,731

3,649

Charge offs:

Real estate:

Commercial

—

—

Residential

—

—

Construction and land development

—

—

Commercial

317

2,223

Consumer

609

787

Total charge-offs

926

3,010

Recoveries:

Real estate:

Commercial

—

—

Residential

4

7

Construction and land development

—

—

Commercial

7

35

Consumer

128

76

Total recoveries

139

118

Net charge-offs

787

2,892

Allowance at end of period

$

17,788

$

12,437

Non-performing loans at end of period

$

25,206

$

5,987

Total loans outstanding at end of period (1)

1,359,129

938,718

Average loans outstanding during the period (1)

1,182,459

892,189

Allowance to non-performing loans

70.57%

207.73%

Allowance to total loans outstanding at end of period

1.31%

1.32%

Net charge-offs to average loans outstanding during the period (annualized)

0.09%

0.43%

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

During the nine months ended September 30, 2020, total net charge-offs were $787,000 compared to net charge-offs of $2.9 million for the same period in 2019. Charge-offs in 2020 primarily resulted from one BancAlliance relationship and purchased consumer loans. The Bank accepted a short-sale that resulted in a charge-off of $97,000 on a $490,000 commercial loan relationship that was originated through the BancAlliance network. As of September 30, 2020, we had $6.3 million in loans originated through BancAlliance network outstanding. Our last BancAlliance loan origination was in 2017, and at this time we are not anticipating originating any new loans through this network.

During the nine months ended September 30, 2020, the Bank had net charge-offs of $467,000 in unsecured consumer loans that were purchased through the BancAlliance Lending Club Program. This program encompasses loans risk graded by Lending Club as A through C with a 680 minimum credit score, out of a possible risk grade of A through G. The Lending Club retains the servicing of these loans. As of September 30, 2020, we had $6.7 million in outstanding consumer loans that were purchased through this program. Our last Lending Club investment purchase was in May 2018 and as of May 2019, we have stopped reinvesting any proceeds in new pools. At this time we are not anticipating purchasing any new loans through this network.

 

36

Results of Operations for the Three Months Ended September 30, 2020 and 2019

General. Net income decreased $307,000, or 8.7%, to $3.2 million for the three months ended September 30, 2020 from $3.5 million for the three months ended September 30, 2019. The decrease was primarily related to an increase in noninterest expense of $3.2 million and a decrease in noninterest income of $129,000, partially offset by an increase of $2.9 million in net interest and dividend income, a decrease in the provision for loan losses of $73,000, and a decrease in income tax expense of $37,000.

Interest and Dividend Income. Interest and dividend income increased $1.9 million, or 14.0%, to $15.2 million for the three months ended September 30, 2020 from $13.3 million for the three months ended September 30, 2019. This increase was attributable to an increase in interest and fees on loans, which increased $2.1 million, or 16.6%, to $15.0 million for the three months ended September 30, 2020 from $12.8 million for the three months ended September 30, 2019, partially offset by a decrease in interest and dividends on securities of $206,000, or 50.7%, to $200,000 for the three months ended September 30, 2020 from $406,000 for the three months ended September 30, 2019.

The increase in interest income on loans was due to an increase in the average balance of loans of $339.9 million, or 36.5%, to $1.27 billion for the three months ended September 30, 2020, from $930.1 million for the three months ended September 30, 2019. The increase was partially offset by a decrease in loan yields of 80 basis points to 4.72% for the three months ended September 30, 2020 due to a decrease in market interest rates and the origination of PPP loans, which have a 1.0% interest rate.

The decrease in interest and dividends on securities was due to a decrease in the average balance of investment securities of $14.2 million, or 27.6%, to $37.2 million for the three months ended September 30, 2020 from $51.4 million for the three months ended September 30, 2019. In addition, interest and dividend income on securities decreased due to the yield on securities decreasing 91 basis points due to a decrease in market interest rates.

Interest Expense. Interest expense decreased $1.1 million, or 47.6%, to $1.2 million for the three months ended September 30, 2020 from $2.3 million for the three months ended September 30, 2019. The decrease was caused by a decrease in interest expense on deposits and a decrease in the interest expense on borrowings. Interest expense on borrowings decreased $460,000, or 81.0%, to $108,000 for the three months ended September 30, 2020 from $568,000 for the three months ended September 30, 2019 due to a decrease in the average balance of borrowings of $63.3 million, or 69.3%, to $28.0 million for the three months ended September 30, 2020 from $91.4 million for the three months ended September 30, 2019. Interest expense also decreased due to the yield on borrowings decreasing 95 basis points to 1.54% for the three months ended September 30, 2020 from 2.49% for the three months ended September 30, 2019 due to a decrease in market interest rates.

Interest expense on deposits decreased $616,000, or 36.4%, to $1.1 million for the three months ended September 30, 2020 from $1.7 million for the three months ended September 30, 2019. This was due primarily to the yield on interest-bearing deposits decreasing 57 basis points to 0.56% for the three months ended September 30, 2020 from 1.13% for the three months ended September 30, 2019. The decrease in yield was partially offset by an increase in the average balance of interest-bearing deposits of $168.9 million, or 28.2%, to $768.1 million for the three months ended September 30, 2020 from $599.2 million for the three months ended September 30, 2019. The increase resulted primarily from an increase in the average balance of certificates of deposit, which increased $37.0 million, or 27.9%, NOW accounts, which increased 39.1 million, or 40.2%, and money market accounts, which increased $74.0 million, or 31.9%.

Net Interest and Dividend Income. Net interest and dividend income increased by $2.9 million, or 26.6%, to $14.0 million for the three months ended September 30, 2020 from $11.1 million for the three months ended September 30, 2019. The growth in net interest and dividend income this quarter over the prior year’s third quarter was primarily the result of an increase in our average interest earning assets of $341.9 million, or 34.3%, offset by an increase in average interest-bearing liabilities of $105.6 million, or 15.3% and a decrease in net interest margin of 26 basis points to 4.18%.

Provision for Loan Losses. The provision for loan losses was $760,000 for the three months ended September 30, 2020 compared to $833,000 for the three months ended September 30, 2019, which was a decrease of $73,000, or 8.8%. The changes in the provision were based on management’s assessment of economic conditions, including the impact of the COVID-19 pandemic, loan portfolio growth and composition changes, historical charge-off trends, levels of problem loans and other asset quality trends. Due to the continued uncertainty caused by COVID-19, including concerns of a second wave of the pandemic and potential challenges caused by the colder winter months, an increased provision of $925,000 was recognized. The increased provision was offset by reductions caused by decreasing loan balances during the third quarter of 2020 as well in decreases in loan specific reserves resulting primarily from paydowns. In addition, there was a decrease in net charge-offs which totaled $130,000 during the third quarter of 2020 compared $186,000 during the third quarter of 2019, which also served to reduce the increased provision for the third quarter of 2020.

37

The provision recorded resulted in an allowance for loan losses of $17.8 million, or 1.31% of total loans, at September 30, 2020, compared to $13.8 million, or 1.42% of total loans, at December 31, 2019, and $12.4 million, or 1.32% of total loans, at September 30, 2019. Included in total loans at September 30, 2020 was $78.0 million in PPP loans originated as part of the CARES Act that we believe have no credit risk due to a government guarantee; therefore, we have not provided an allowance for losses for these loans. Excluding PPP loans, the allowance to total loans as of September 30, 2020 was 1.39%. As of September 30, 2020 the mortgage warehouse loans had $275.8 million in outstanding loans. These loans are assessed at a lower credit risk and do not carry the same allocation as a traditional commercial loan. As of September 30, 2020, $689,000 in reserves were allocated to the mortgage warehouse loans. Non-accrual loans as of September 30, 2020 consisted primarily of two commercial relationships and one commercial real estate relationship. Impairment was evaluated and specific reserves of $1.5 million were allocated to impaired loans as of September 30, 2020.

Noninterest Income. Noninterest income decreased $129,000, or 12.4%, to $911,000 for the three months ended September 30, 2020 compared to $1.0 million for the three months ended September 30, 2019. The decrease was primarily due to a decrease in other service charges and fees of $198,000, or 44.0%, and a decrease in customer service fees on deposit accounts of $22,000, or 5.4%, partially offset by an increase in bank owned life insurance of $59,000, or 33.7%, and an increase in other income of $32,000, or 290.9%. The decreases in other service charges and fees and customer service fees on deposit accounts were primarily due to decreased consumer spending, which resulted in decreased overdraft fees and service charges. Bank owned life insurance income increased due to the purchase of additional insurance. Other income increased primarily due to fee income for SBA PPP loan referrals.

Noninterest Expense. Noninterest expense increased $3.2 million, or 49.9%, to $9.7 million for the three months ended September 30, 2020 compared to $6.5 million for the three months ended September 30, 2019. The increase was primarily due to an increase in salaries and employee benefits expense, professional fees, and write-downs of assets receivable. The increase of $1.5 million, or 32.4%, for the three months ended September 30, 2020 in salary and employee benefits was primarily due to a higher number of sales and operations positions compared to the same period in 2019 and the addition of staff from the mortgage warehouse lending purchase. A write-down of an SBA receivable balance was completed after the Company evaluated the collectability and determined that $1.3 million is likely uncollectible, although collection efforts are still being made. Professional fees increased $344,000, or 286.7%, primarily due to decreased legal expenses in 2019 relating to an insurance settlement that was received in the third quarter.

Income Tax Provision. We recorded a provision for income taxes of $1.3 million for the three months ended September 30, 2020, reflecting an effective tax rate of 28.2%, compared to a provision of $1.3 million for the three months ended September 30, 2019, reflecting an effective tax rate of 27.0%.

38

Average Balance Sheet and Related Yields and Rates

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

For the Three Months Ended September 30,

2020

2019

Interest

Interest

Average

Earned/

Yield/

Average

Earned/

Yield/

Balance

Paid

Rate (4)

Balance

Paid

Rate (4)

(Dollars in thousands)

Assets:

Interest-earning assets:

Loans

$

1,269,970

$

14,972

4.72%

$

930,115

$

12,841

5.52%

Short-term investments

30,720

6

0.08%

14,459

69

1.91%

Investment securities

36,251

186

2.05%

47,302

346

2.93%

Federal Home Loan Bank stock

962

14

5.82%

4,101

60

5.85%

Total interest-earning assets

1,337,903

15,178

4.54%

995,977

13,316

5.35%

Non-interest earning assets

68,244

64,622

Total assets

$

1,406,147

$

1,060,599

Liabilities and shareholders' equity:

Interest-bearing liabilities:

Savings accounts

$

155,865

$

74

0.19%

$

137,121

$

138

0.40%

Money market accounts

306,196

460

0.60%

232,149

717

1.24%

NOW accounts

136,466

100

0.29%

97,323

76

0.31%

Certificates of deposit

169,583

441

1.04%

132,593

760

2.29%

Total interest-bearing deposits

768,110

1,075

0.56%

599,186

1,691

1.13%

Borrowings

28,024

108

1.54%

91,356

568

2.49%

Total interest-bearing liabilities

796,134

1,183

0.59%

690,542

2,259

1.31%

Noninterest-bearing liabilities:

Noninterest-bearing deposits

354,820

221,409

Other noninterest-bearing liabilities

16,483

14,553

Total liabilities

1,167,437

926,504

Total equity

238,710

134,095

Total liabilities and

equity

$

1,406,147

$

1,060,599

Net interest income

$

13,995

$

11,057

Interest rate spread (1)

3.95%

4.04%

Net interest-earning assets (2)

$

541,769

$

305,435

Net interest margin (3)

4.18%

4.44%

Average interest-earning assets to

interest-bearing liabilities

168.05%

144.23%

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

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

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

(4) Annualized.

39

Rate/Volume Analysis

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

For the Three Months Ended September 30, 2020

Compared to the Three Months Ended September 30, 2019

Increase (Decrease) Due to

Total

Rate

Volume

Increase
‎(Decrease)

(In thousands)

Interest-earning assets:

Loans

$

(2,072)

$

4,203

$

2,131

Short-term investments

(100)

37

(63)

Investment securities

(90)

(70)

(160)

Federal Home Loan Bank stock

—

(46)

(46)

Total interest-earning assets

(2,262)

4,124

1,862

Interest-bearing liabilities:

Savings accounts

(81)

17

(64)

Money market accounts

(440)

184

(256)

NOW accounts

(5)

29

24

Certificates of deposit

(492)

172

(320)

Total interest-bearing deposits

(1,018)

402

(616)

Borrowings

(163)

(297)

(460)

Total interest-bearing liabilities

(1,181)

105

(1,076)

Change in net interest income

$

(1,081)

$

4,019

$

2,938

 

Results of Operations for the Nine Months Ended September 30, 2020 and 2019

General. Net income decreased $575,000, or 7.0%, to $7.7 million for the nine months ended September 30, 2020 from $8.3 million for the nine months ended September 30, 2019. The decrease was primarily related to an increase of $6.3 million in noninterest expense, an increase in provision for loan losses of $1.1 million, and a decrease in noninterest income of $517,000, partially offset by an increase in net interest and dividend income of $7.3 million.

Interest and Dividend Income. Interest and dividend income increased $5.7 million, or 15.0%, to $43.9 million for the nine months ended September 30, 2020 from $38.2 million for the nine months ended September 30, 2019. This increase was primarily attributable to an increase in interest and fees on loans, which increased $6.3 million, or 17.2%, to $43.1 million for the nine months ended September 30, 2020 from $36.8 million for the nine months ended September 30, 2019, partially offset by a decrease in interest and dividends on securities of $513,000, or 41.7%, to $717,000 for the nine months ended September 30, 2020 from $1.2 for the nine months ended September 30, 2019.

The increase in interest income on loans was due to an increase in the average balance of loans of $290.3 million, or 32.5%, to $1.18 billion for the nine months ended September 30, 2020, from $892.2 million for the nine months ended September 30, 2019. The increase was partially offset by a decrease in loan yields of 64 basis points to 4.86% for the nine months ended September 30, 2020 due to a decrease in market interest rates and the origination of PPP loans, which have a 1.0% interest rate.

The decrease in interest and dividends on securities was due to a decrease in the average balance of investment securities of $12.6 million, or 23.7%, to $40.4 million for the nine months ended September 30, 2020 from $53.0 million for the nine months ended September 30, 2019. In addition, interest and dividend income decreased due to the yield on securities decreasing 30 basis points due to a decrease in market interest rates.

Interest Expense. Interest expense decreased $1.5 million, or 24.2%, to $4.8 million for the nine months ended September 30, 2020 from $6.4 million for the nine months ended September 30, 2019. The decrease was caused by a decreases in interest expense on borrowings and deposits. Interest expense on borrowings decreased $1.0 million, or 61.5%, to $655,000 for the nine months ended September 30, 2020 from $1.7 million for the nine months ended September 30, 2019. Interest expense on borrowings decreased due to

40

a decrease in the average balance of borrowings of $34.2 million, or 39.1%, to $53.4 million for the three months ended September 30, 2020 from $87.6 million for the three months ended September 30, 2019. Interest expense on borrowings also decreased due to the yield on borrowings decreasing 95 basis points to 1.64% for the nine months ended September 30, 2020 from 2.59% for the nine months ended September 30, 2019 due to a decrease in market interest rates.

Interest expense on deposits decreased $495,000, or 10.6%, to $4.2 million for the nine months ended September 30, 2020 from $4.7 million for the nine months ended September 30, 2019. This was due primarily to a decrease in the yield on interest-bearing deposits of 29 basis points to 0.79% for the nine months ended September 30, 2020 from 1.08% for the nine months ended September 30, 2019. This decrease was partially offset by an increase in the average balance of interest-bearing deposits of $122.7 million, or 21.2%, to $700.5 million for the nine months ended September 30, 2020 from $577.8 million for the nine months ended September 30, 2019. The increase resulted primarily from an increase in the average balance of certificates of deposit, which increased $34.7 million, or 29.0%, and money market accounts, which increased $52.2 million, or 22.8%.

Net Interest and Dividend Income. Net interest and dividend income increased by $7.3 million, or 22.9%, to $39.1 million for the nine months ended September 30, 2020 from $31.8 million for the nine months ended September 30, 2019. The growth in net interest and dividend income was primarily the result of an increase in our average interest-earning assets of $291.4 million, or 30.5%, offset by an increase in average interest-bearing liabilities of $88.5 million, or 13.3% and a decrease in net interest margin of 26 basis points to 4.18%.

Provision for Loan Losses. The provision for loan losses was $4.7 million for the nine months ended September 30, 2020 compared to $3.7 million for the nine months ended September 30, 2019, which is an increase of $1.0 million, or 29.7%. The changes in the provision were based on management’s assessment of economic conditions, including the impact of the COVID-19 pandemic, loan portfolio growth and composition changes, historical charge-off trends, levels of problem loans and other asset quality trends. Due to the continued uncertainty caused by COVID-19, including concerns of a second wave of the pandemic and potential challenges caused by the colder winter months, an increased provision of $2.1 million was recognized. The increased provision was offset by reductions caused by a decrease in net charge offs, which were $787,000 during the nine months ended September 30, 2020 compared to $2.9 million for the nine months ended September 30, 2019.

The provision recorded resulted in an allowance for loan losses of $17.8 million, or 1.31% of total loans, at September 30, 2020, compared to $13.8 million, or 1.42% of total loans, at December 31, 2019, and $12.4 million, or 1.32% of total loans, at September 30, 2019. Included in total loans at September 30, 2020 was $78.0 million in PPP loans originated as part of the CARES Act that we believe have no credit risk due to a government guarantee. Therefore, we have not provided for losses for these loans. Excluding PPP loans, the allowance to total loans as of September 30, 2020 was 1.39%. As of September 30, 2020 there was $275.8 million in outstanding mortgage warehouse loans. These loans are assessed at a lower credit risk and do not carry the same allocation as a traditional commercial loan. As of September 30, 2020, $689,000 in reserves were allocated to the mortgage warehouse loans. Non-accrual loans as of September 30, 2020 consisted primarily of two commercial relationships and one commercial real estate relationship. Impairment was evaluated and specific reserves of $1.5 million were allocated to impaired loans as of September 30, 2020.

Noninterest Income. Noninterest income decreased $517,000, or 16.5%, to $2.6 million for the nine months ended September 30, 2020 compared to $3.1 million for the nine months ended September 30, 2019. The decrease was primarily due to a decrease in the gains on sales of securities of $113,000, or 100.0%. We repositioned our securities portfolio in 2019 by selling some municipal and mortgage-backed securities that were close to maturity and reinvested into longer-term mortgage-backed securities. Other service charges and fees decreased $395,000, or 28.9%, and customer service fees on deposit accounts decreased $91,000, or 8.4%. The decreases in other service charges and fees and customer service fees on deposit accounts were primarily due to decreased consumer spending, which resulted in decreased overdraft fees and service charges as well as waived fees for customers impacted by COVID-19 during the second quarter of 2020.

Noninterest Expense. Noninterest expense increased $6.3 million, or 31.2%, to $26.4 million for the nine months ended September 30, 2020 compared to $20.1 million for the nine months ended September 30, 2019. The increase was primarily due to an increase in salaries and employee benefits expense, other expense and professional fees and write-downs on receivables, partially offset by a decrease in occupancy expense. The increase of $4.1 million, or 31.3%, for the nine months ended September 30, 2020 in salary and employee benefits was primarily due to a higher number of sales and operations positions compared to the same period in 2019, the addition of staff from the purchase of the mortgage warehouse assets and ESOP expense, which increased due to the acquisition of additional shares from our second-step conversion and related stock offering in October 2019. In addition to the $1.3 million write-down of an SBA receivable, a write-down of a notes receivable balance of $500,000 was completed in the first quarter after the Company evaluated the collectability and determined that it was uncollectible. Other expense increased $211,000, or 9.3%, due to increased loan workout expenses and professional fees increased $179,000, or 17.2%, primarily due to decreased legal expenses in 2019 relating to an insurance settlement that was received in the third quarter as well as increased audit and compliance costs. Occupancy expense decreased $313,000, or 20.0%, primarily due to the acceleration of our leasehold improvements amortization related to the closure of our Hampton, New Hampshire branch in 2019.

41

Income Tax Provision. We recorded a provision for income taxes of $3.0 million for each of the nine months ended September 30, 2020 and 2019, reflecting an effective tax rate of 27.8% and 26.4% for the nine months ended September 30, 2020 and 2019, respectively.

Average Balance Sheet and Related Yields and Rates

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

For the Nine Months Ended September 30,

2020

2019

Interest

Interest

Average

Earned/

Yield/

Average

Earned/

Yield/

Balance

Paid

Rate (4)

Balance

Paid

Rate (4)

(Dollars in thousands)

Assets:

Interest-earning assets:

Loans

$

1,182,459

$

43,123

4.86%

$

892,189

$

36,810

5.50%

Short-term investments

22,965

81

0.47%

9,262

136

1.96%

Investment securities

38,586

643

2.22%

49,078

1,084

2.94%

Federal Home Loan Bank stock

1,813

74

5.44%

3,875

146

5.02%

Total interest-earning assets

1,245,823

43,921

4.70%

954,404

38,176

5.33%

Non-interest earning assets

61,590

62,913

Total assets

$

1,307,413

$

1,017,317

Liabilities and shareholders' equity:

Interest-bearing liabilities:

Savings accounts

$

135,649

$

256

0.25%

$

121,471

$

324

0.36%

Money market accounts

281,270

1,681

0.80%

229,079

2,083

1.21%

NOW accounts

128,952

368

0.38%

107,353

305

0.38%

Certificates of deposit

154,621

1,859

1.60%

119,889

1,947

2.17%

Total interest-bearing deposits

700,492

4,164

0.79%

577,792

4,659

1.08%

Borrowings

53,351

655

1.64%

87,556

1,701

2.59%

Total interest-bearing liabilities

753,843

4,819

0.85%

665,348

6,360

1.27%

Noninterest-bearing liabilities:

Noninterest-bearing deposits

302,045

205,004

Other noninterest-bearing liabilities

15,959

15,050

Total liabilities

1,071,847

885,402

Total equity

235,566

131,915

Total liabilities and

equity

$

1,307,413

$

1,017,317

Net interest income

$

39,102

$

31,816

Interest rate spread (1)

3.85%

4.06%

Net interest-earning assets (2)

$

491,980

$

289,056

Net interest margin (3)

4.18%

4.44%

Average interest-earning assets to

interest-bearing liabilities

165.26%

143.44%

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

average rate of interest-bearing liabilities.

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

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

(4) Annualized.

42

Rate/Volume Analysis

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

For the Nine Months Ended September 30, 2020

Compared to the Nine Months Ended September 30, 2019

Increase (Decrease) Due to

Total

Rate

Volume

Increase
‎(Decrease)

(In thousands)

Interest-earning assets:

Loans

$

(4,639)

$

10,952

$

6,313

Short-term investments

(155)

100

(55)

Investment securities

(236)

(205)

(441)

Federal Home Loan Bank stock

11

(83)

(72)

Total interest-earning assets

(5,019)

10,764

5,745

Interest-bearing liabilities:

Savings accounts

(103)

35

(68)

Money market accounts

(812)

410

(402)

NOW accounts

1

62

63

Certificates of deposit

(575)

487

(88)

Total interest-bearing deposits

(1,489)

994

(495)

Borrowings

(507)

(539)

(1,046)

Total interest-bearing liabilities

(1,996)

455

(1,541)

Change in net interest income

$

(3,023)

$

10,309

$

7,286

Management of Market Risk

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

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

At

September 30,

2020

(Dollars in thousands)

Estimated
‎Net Interest Income
‎Over Next 12 Months

Change

Changes in Interest Rates (Basis Points)

200

$

56,782

1.40%

0

56,001

—

-100

56,200

0.40%

43

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

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

At

September 30,

2020

(Dollars in thousands)

Economic
‎Value of
‎Equity

Change

Changes in Interest Rates (Basis Points)

400

$

181,372

28.70%

300

173,583

23.10%

200

164,452

16.70%

100

154,638

9.70%

0

140,964

—

-100

107,422

(23.80)%

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

 

Liquidity and Capital Resources

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

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

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2020, cash and cash equivalents totaled $47.4 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $34.4 million at September 30, 2020.

At September 30, 2020, we had the ability to borrow $166.6 million from the Federal Home Loan Bank of Boston. On that date, we had $13.5 million in advances outstanding. At September 30, 2020, we also had an available line of credit with the Federal Reserve Bank of Boston’s borrower-in-custody program of $223.1 million, of which $60.0 million was outstanding as of that date.

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

At September 30, 2020 and December 31, 2019, we had $15.4 million and $29.4 million in loan commitments outstanding, respectively. In addition to commitments to originate loans, at September 30, 2020 and December 31, 2019, we had $203.7 million and $201.9 million

44

in unadvanced funds to borrowers, respectively. We also had $1.2 million and $1.5 million in outstanding letters of credit at September 30, 2020 and December 31, 2019, respectively.

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

Our primary investing activities are the origination of loans and the purchase of securities. During the nine months ended September 30, 2020, we originated PPP loans of $78.0 million, had mortgage warehouse loan growth of $209.1 million, originated $258.1 million of additional loans, that were intended to be held in our portfolio, and purchased United Bank’s legacy ResX Warehouse Lending portfolio from People’s United Bank, N.A totaling $66.7 million. We did not purchase or sell any securities. During the nine months ended September 30, 2019, we originated $212.7 million of loans, all of which were intended to be held in our portfolio, and did not purchase any loans. We purchased $13.7 million and sold $13.6 million in securities.

Financing activities consist primarily of activity in deposit accounts, and Federal Home Loan Bank and Federal Reserve Bank borrowings. We experienced a net increase in total deposits of $318.3 million and $129.2 million for the nine months ended September 30, 2020 and 2019, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Borrowings increased $48.5 million during the nine months ended September 30, 2020 and decreased $38.0 million during the nine months ended September 30, 2019.

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

In October 2019, the Company successfully completed its second-step mutual-to-stock conversion that raised approximately $92 million in net proceeds. The Company down-streamed 50% of the net proceeds raised to the Bank. Based on the additional capital, the Company feels that it has sufficient capital to withstand an extended economic recession brought by the COVID-19. However, regulatory capital could be adversely impacted by further credit losses. With only 50% being down-streamed to the Bank, the Company has adequate cash to cover dividend payments in the near term.

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

 

Item 4. Controls and Procedures

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

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

 

Part II – Other Information

 

Item 1. Legal Proceedings

Not applicable.

 

45

Item 1A. Risk Factors

Not applicable to a smaller reporting company.

 

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

(a)Not applicable.

(b)Not applicable.

(c)On October 19, 2020, the Company announced that its Board of Directors had adopted a stock repurchase program. Under the repurchase program, the Company may repurchase up to 1,000,000 shares of its common stock, or approximately 5.2% of the current outstanding shares. The repurchase program has no expiration date. 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

None.

 
‎

46

Item 6. Exhibits

3.1

Articles of Incorporation of Provident Bancorp, Inc. (1)

3.2

Bylaws of Provident Bancorp, Inc. (1)

31.1

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

31.2

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

32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from the Provident Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Unaudited Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as iXBRL and contained in exhibit 101).

_________________

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

 
‎

47

SIGNATURES

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

PROVIDENT BANCORP, INC.

Date:   November 5, 2020

/s/ David P. Mansfield

David P. Mansfield

President and Chief Executive Officer

Date:   November 5, 2020

/s/ Carol L. Houle

Carol L. Houle

Executive Vice President and Chief Financial Officer

 

48

 Exhibit 31.1

Exhibit 31.1



Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, David P. Mansfield, certify that:



1.

I have reviewed this Quarterly Report on Form 10-Q of Provident Bancorp, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





 

 

Date:   November  5, 2020

 

/s/ David P. Mansfield



 

David P. Mansfield



 

President and Chief Executive Officer



 

 



Exhibit 31.2

Exhibit 31.2



Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Carol L. Houle, certify that:



1.

I have reviewed this Quarterly Report on Form 10-Q of Provident Bancorp, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





 

 

Date:   November 5, 2020

 

/s/ Carol L. Houle



 

Carol L. Houle



 

Executive Vice President and Chief Financial Officer



Exhibit 32

Exhibit 32



Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



David P. Mansfield, President and Chief Executive Officer of Provident Bancorp, Inc. (the “Company”), and Carol L. Houle, Executive Vice President and Chief Financial Officer of the Company, each certify in his or her capacity as an officer of the Company that they have reviewed the quarterly report on Form 10-Q for the quarter ended September 30, 2020 (the “Report”) and that to the best of their knowledge:



1.

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





 

 

Date:   November 5, 2020

 

/s/ David P. Mansfield



 

David P. Mansfield



 

President and Chief Executive Officer





 

 

Date:   November 5, 2020

 

/s/ Carol L. Houle



 

Carol L. Houle



 

Executive Vice President and Chief Financial Officer



A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.20.2
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2020
Nov. 03, 2020
Document and Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2020  
Document Transition Report false  
Entity File Number 001-39090  
Entity Registrant Name Provident Bancorp, Inc  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 84-4132422  
Entity Address, Address Line One 5 Market Street  
Entity Address, City or Town Amesbury  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01913  
City Area Code 978  
Local Phone Number 834-8555  
Title of 12(b) Security Common stock  
Trading Symbol PVBC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   19,425,141
Entity Central Index Key 0001778784  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2020  
v3.20.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Assets    
Cash and due from banks $ 13,486 $ 11,990
Short-term investments 33,958 47,668
Cash and cash equivalents 47,444 59,658
Debt securities available-for-sale (at fair value) 34,421 41,790
Federal Home Loan Bank stock, at cost 895 1,416
Loans, net of allowance for loan losses of $17,788 and $13,844 as of September 30, 2020 and December 31, 2019, respectively 1,341,341 959,286
Bank owned life insurance 36,459 26,925
Premises and equipment, net 14,700 14,728
Accrued interest receivable 6,118 2,854
Right-of-use assets 4,297 3,713
Other assets 12,307 11,418
Total assets 1,497,982 1,121,788
Deposits:    
Noninterest-bearing 361,091 222,088
Interest-bearing 807,143 627,817
Total deposits 1,168,234 849,905
Borrowings 73,500 24,998
Operating lease liabilities 4,512 3,877
Other liabilities 12,305 12,075
Total liabilities 1,258,551 890,855
Shareholders' equity:    
Preferred stock; authorized 50,000 shares: no shares issued and outstanding
Common stock, $0.01 par value, 100,000,000 shares authorized; 19,472,310 and 19,473,818 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 195 195
Additional paid-in capital 147,032 146,174
Retained earnings 100,675 94,159
Accumulated other comprehensive income 1,059 458
Unearned compensation - ESOP (9,530) (10,053)
Total shareholders' equity 239,431 230,933
Total liabilities and shareholders' equity $ 1,497,982 $ 1,121,788
v3.20.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
CONSOLIDATED BALANCE SHEETS [Abstract]    
Loans, net of allowance for loan losses $ 17,788 $ 13,844
Preferred stock, shares authorized 50,000 50,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 19,472,310 19,473,818
Common stock, shares outstanding 19,472,310 19,473,818
v3.20.2
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Interest and dividend income:        
Interest and fees on loans $ 14,972 $ 12,841 $ 43,123 $ 36,810
Interest and dividends on securities 200 406 717 1,230
Interest on short-term investments 6 69 81 136
Total interest and dividend income 15,178 13,316 43,921 38,176
Interest expense:        
Interest on deposits 1,075 1,691 4,164 4,659
Interest on borrowings 108 568 655 1,701
Total interest expense 1,183 2,259 4,819 6,360
Net interest and dividend income 13,995 11,057 39,102 31,816
Provision for loan losses 760 833 4,731 3,649
Net interest and dividend income after provision for loan losses 13,235 10,224 34,371 28,167
Noninterest income:        
Customer service fees on deposit accounts 382 404 998 1,089
Service charges and fees - other 252 450 973 1,368
Gain on sale of securities, net       113
Bank owned life insurance income 234 175 584 526
Other income 43 11 70 46
Total noninterest income 911 1,040 2,625 3,142
Noninterest expense:        
Salaries and employee benefits 5,929 4,478 17,130 13,046
Occupancy expense 384 373 1,254 1,567
Equipment expense 151 105 432 320
Data processing 227 188 623 542
Marketing expense 46 115 181 239
Professional fees 464 120 1,217 1,038
Directors' compensation 177 188 542 557
Software depreciation and implemenation 256 173 694 518
Write down of asset receivables 1,307   1,807  
Other 745 720 2,473 2,262
Total noninterest expense 9,686 6,460 26,353 20,089
Income before income tax expense 4,460 4,804 10,643 11,220
Income tax expense 1,258 1,295 2,960 2,962
Net income $ 3,202 $ 3,509 $ 7,683 $ 8,258
Earnings per share:        
Basic [1] $ 0.18 $ 0.19 $ 0.42 $ 0.44
Diluted [1] $ 0.18 $ 0.19 $ 0.42 $ 0.44
Weighted Average Shares:        
Basic [1] 18,185,995 18,786,692 18,149,745 18,758,905
Diluted [1] 18,222,766 18,965,924 18,184,550 18,874,800
[1] Amounts related to periods prior to the date of the Conversion (October 16, 2019) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (2.0212-to-one).
v3.20.2
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical)
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
CONSOLIDATED STATEMENTS OF INCOME [Abstract]        
Exchange ratio 2.0212 2.0212 2.0212 2.0212
v3.20.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]        
Net income $ 3,202 $ 3,509 $ 7,683 $ 8,258
Other comprehensive income:        
Unrealized holding gains arising during the period on debt securities available-for-sale 79 227 810 1,203
Reclassification adjustment for realized gains in net income       (113)
Unrealized gain 79 227 810 1,090
Income tax effect (22) (52) (209) (276)
Total other comprehensive income 57 175 601 814
Comprehensive income $ 3,259 $ 3,684 $ 8,284 $ 9,072
v3.20.2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Unearned Compensation ESOP [Member]
Treasury Stock [Member]
Total
Balance at Dec. 31, 2018   $ 45,895 $ 83,351 $ (255) $ (2,619) $ (788) $ 125,584
Balance (in shares) at Dec. 31, 2018 [1] 19,455,503            
Increase (Decrease) in Stockholders' Equity              
Net income     8,258       8,258
Other comprehensive income       814     814
Stock-based compensation expense, net of forfeitures   755         755
Restricted stock award forfeiture (in shares) [1] (7,876)            
ESOP shares earned   261     179   440
Balance at Sep. 30, 2019   46,911 91,609 559 (2,440) (788) 135,851
Balance (in shares) at Sep. 30, 2019 [1] 19,447,627            
Balance at Jun. 30, 2019   46,567 88,100 384 (2,500) (788) 131,763
Balance (in shares) at Jun. 30, 2019 [1] 19,447,627            
Increase (Decrease) in Stockholders' Equity              
Net income     3,509       3,509
Other comprehensive income       175     175
Stock-based compensation expense, net of forfeitures   245         245
ESOP shares earned   99     60   159
Balance at Sep. 30, 2019   46,911 91,609 559 (2,440) $ (788) 135,851
Balance (in shares) at Sep. 30, 2019 [1] 19,447,627            
Balance at Dec. 31, 2019 $ 195 146,174 94,159 458 (10,053)   230,933
Balance (in shares) at Dec. 31, 2019 [1] 19,473,818            
Increase (Decrease) in Stockholders' Equity              
Net income     7,683       7,683
Dividends declared     (1,167)       (1,167)
Other comprehensive income       601     601
Stock-based compensation expense, net of forfeitures   760         760
Restricted stock award grants net of forfeitures (in shares) [1] (1,508)            
ESOP shares earned   98     523   621
Balance at Sep. 30, 2020 $ 195 147,032 100,675 1,059 (9,530)   239,431
Balance (in shares) at Sep. 30, 2020 [1] 19,472,310            
Balance at Jun. 30, 2020 $ 195 146,778 98,057 1,002 (9,710)   236,322
Balance (in shares) at Jun. 30, 2020 [1] 19,472,310            
Increase (Decrease) in Stockholders' Equity              
Net income     3,202       3,202
Dividends declared     (584)       (584)
Other comprehensive income       57     57
Stock-based compensation expense, net of forfeitures   257         257
ESOP shares earned   (3)     180   177
Balance at Sep. 30, 2020 $ 195 $ 147,032 $ 100,675 $ 1,059 $ (9,530)   $ 239,431
Balance (in shares) at Sep. 30, 2020 [1] 19,472,310            
[1] Amounts related to periods prior to the date of the Conversion (October 16, 2019) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (2.0212-to-one).
v3.20.2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)
 3 Months Ended 9 Months Ended
Sep. 30, 2020
$ / shares
Sep. 30, 2020
$ / shares
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract]    
Dividends declared, per share $ 0.03 $ 0.03
Exchange ratio 2.0212 2.0212
v3.20.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Cash flows from operating activities:    
Net income $ 7,683 $ 8,258
Adjustments to reconcile net income to net cash provided by operating activities:    
Amortization of securities premiums, net of accretion 211 129
ESOP expense 621 440
Gain on sale of securities, net   (113)
Change in deferred loan fees, net 3,081 761
Provision for loan losses 4,731 3,649
Depreciation and amortization 814 960
Gain on disposals of premises and equipment   (9)
(Increase) decrease in accrued interest receivable (3,014) 71
Deferred tax benefit (2,007) (185)
Share-based compensation expense 760 755
Bank owned life insurance income (584) (526)
Principal repayments of operating lease obligations (59) (57)
Decrease (increase) in other assets 928 (1,868)
Increase (decrease) in other liabilities 230 (905)
Net cash provided by operating activities 13,395 11,360
Cash flows from investing activities:    
Purchases of debt securities available-for-sale   (13,729)
Proceeds from sales of debt securities available-for-sale   13,565
Proceeds from pay downs, maturities and calls of debt securities available-for-sale 7,969 7,313
Redemption of Federal Home Loan Bank stock 521 1,014
Loan originations and purchases, net of paydowns (323,195) (95,163)
Cash paid for mortgage warehouse asset purchase, net [1] (66,962)  
Additions to premises and equipment (656) (5,172)
Proceeds from the sale of equipment   85
Additions to other real estate owned   (64)
Purchase of bank owned life insurance (8,950)  
Net cash used in investing activities (391,273) (92,151)
Cash flows from financing activities:    
Net increase in noninterest-bearing accounts 139,003 39,789
Net increase in interest-bearing accounts 179,326 89,395
Cash dividends paid on common stock (1,167)  
Net change in short-term borrowings 60,027 (38,039)
Payments made on Federal Home Loan Bank long-term advances (11,525)  
Net cash provided by financing activities 365,664 91,145
Net (decrease) increase in cash and cash equivalents (12,214) 10,354
Cash and cash equivalents at beginning of period 59,658 28,613
Cash and cash equivalents at end of period 47,444 38,967
Supplemental disclosures:    
Interest paid 4,819 6,359
Income taxes paid 4,330 3,369
Reclassification of premises and equipment to other assets 3  
Recognition of right-of-use assets 693 3,836
Recognition of operating lease liabilities $ 693 3,938
Reclassification of accrued rent from other liabilities to premises and equipment   $ 102
[1] See Note 15 for information regarding the mortgage warehouse asset purchase.
v3.20.2
Basis of Presentation
 9 Months Ended
Sep. 30, 2020
Basis of Presentation [Abstract]  
Basis of Presentation (1)    Basis of Presentation

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

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

 
v3.20.2
Corporate Structure
 9 Months Ended
Sep. 30, 2020
Corporate Structure [Abstract]  
Corporate Structure (2)    Corporate Structure

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

The Bank, headquartered in Amesbury, Massachusetts, operates its business from seven banking offices located in Amesbury and Newburyport, Massachusetts and Portsmouth, Exeter, Bedford, and Seabrook, New Hampshire. The Bank also has two loan production offices in Boston, Massachusetts and Ponte Vedra, Florida. The Bank provides a variety of financial services to small businesses and individuals. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are commercial mortgages and commercial loans.

 
v3.20.2
COVID-19
 9 Months Ended
Sep. 30, 2020
COVID-19 [Abstract]  
COVID-19 (3)    COVID-19

The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations. The World Health Organization declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities were to be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruption in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.

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

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

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

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

Financial position and results of operations

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

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

Allowance for loan losses

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

In accordance with guidance issued by federal banking agencies, the Company is actively working with borrowers that may be unable to meet contractual obligations due to the effects of COVID-19. As of September 30, 2020, the Company had 156 modified loans totaling $175.4 million, or 12.9%, remaining in the total loan portfolio compared to 287 modified loans totaling $264.2 million, or 20.6% of the total loan portfolio as of June 30, 2020. In October 2020, the Company had 107 modified loans totaling $86.8 million set to resume normal repayment. Of those, 86 loans totaling $72.2 million resumed repayment and 15 loans totaling $12.3 million received deferral extensions. There are six loans totaling $2.3 million for which the Company is working with the borrowers to determine their ability to resume normal repayments or their need for a deferral extension. We are currently working with borrowers to determine their ability to resume the scheduled repayments or their need for a deferral extension. In order to mitigate the risk associated with these modifications the Company has incorporated covenants that require borrowers to submit quarterly financial statements, prohibits them from distributing funds to any owner or stockholder (with the exception of payroll) and also prohibits them from making any payments on debt owed to subordinated debt holders for the duration of their modification. If borrowers are unable to return to their normal payment plan following their modification period, the Company could be required to increase its allowance for loan losses through an additional provision for loan losses charged to earnings.

Valuation

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

 
v3.20.2
Recent Accounting Pronouncements
 9 Months Ended
Sep. 30, 2020
Recent Accounting Pronouncements [Abstract]  
Recent Accounting Pronouncements (4)    Recent Accounting Pronouncements

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

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

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

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

 

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

In October 2020, the FASB issued ASU No. 2020-08, Receivables (Topic 310) – Nonrefundable Fees and Other Costs (“ASU 2020-08”), to provide further clarification and update the previously issued guidance in ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). ASU 2017-08 shortened the amortization period for certain callable debt securities purchased at a premium by requiring that the premium be amortized to the earliest call date. The Company early adopted the provisions of ASU 2017-08, effective January 1, 2017. ASU 2017-08 requires that at each reporting period, to the extent that the amortized cost of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess premium shall be amortized to the next call date. ASU 2020-08 is effective for fiscal years ending after December 15, 2020 and early adoption is not permitted. The provisions under ASU 2020-08 are required to be applied prospectively. The adoption of ASU 2020-08 is not expected to have a material impact on the Company’s consolidated financial statements.
v3.20.2
Investment Securities
 9 Months Ended
Sep. 30, 2020
Investment Securities [Abstract]  
Investment Securities (5)    Investment Securities

The following summarizes the amortized cost of investment securities classified as available-for-sale and their approximate fair values at September 30, 2020 and December 31, 2019:

Amortized

Gross

Gross

Cost

Unrealized

Unrealized

Fair

(In thousands)

Basis

Gains

Losses

Value

September 30, 2020

State and municipal securities

$

10,225

$

605

$

—

$

10,830

Asset-backed securities

4,704

321

—

5,025

Government mortgage-backed securities

18,086

491

11

18,566

Total debt securities available-for-sale

$

33,015

$

1,417

$

11

$

34,421

December 31, 2019

State and municipal securities

$

10,808

$

398

$

—

$

11,206

Asset-backed securities

5,433

71

4

5,500

Government mortgage-backed securities

24,954

197

67

25,084

Total debt securities available-for-sale

$

41,195

$

666

$

71

$

41,790

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

Available-for-Sale

Amortized

Fair

(In thousands)

Cost

Value

Due after one year through five years

$

921

$

947

Due after five years through ten years

912

918

Due after ten years

8,392

8,965

Government mortgage-backed securities

18,086

18,566

Asset-backed securities

4,704

5,025

$

33,015

$

34,421

There were no realized gains or losses on sales and calls during the nine months ended September 30, 2020. During the nine months ended September 30, 2019, gross realized gains on sales and calls were $216,000, and gross realized losses were $103,000.

Securities with carrying amounts of $23.6 million and $30.6 million were pledged to secure available borrowings with the Federal Reserve Bank and Federal Home Loan Bank at September 30, 2020 and December 31, 2019, respectively.

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

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

Less than 12 Months

12 Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(In thousands)

Value

Losses

Value

Losses

Value

Losses

September 30, 2020

Temporarily impaired securities:

Government mortgage-backed securities

$

—

$

—

$

867

$

11

$

867

$

11

Total temporarily impaired debt securities

$

—

$

—

$

867

$

11

$

867

$

11

December 31, 2019

Temporarily impaired securities:

Asset-backed securities

$

606

$

4

$

—

$

—

$

606

$

4

Government mortgage-backed securities

5,207

8

5,418

59

10,625

67

Total temporarily impaired debt securities

$

5,813

$

12

$

5,418

$

59

$

11,231

$

71

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

 
v3.20.2
Loans
 9 Months Ended
Sep. 30, 2020
Loans [Abstract]  
Loans (6)    Loans

A summary of loans is as follows:

At

At

September 30,

December 31,

(In thousands)

2020

2019

Commercial real estate

$

426,184

$

418,356

Commercial (1)

582,763

451,791

Residential real estate

36,920

45,695

Construction and land development

35,768

46,763

Consumer

7,024

12,737

Mortgage warehouse

275,763

—

1,364,422

975,342

Allowance for loan losses

(17,788)

(13,844)

Deferred loan fees, net

(5,293)

(2,212)

Net loans

$

1,341,341

$

959,286

(1) Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.

The following tables set forth information regarding the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2020 and 2019:

For the three months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at June 30, 2020

$

6,758

$

7,925

$

207

$

955

$

851

$

462

$

—

$

17,158

Charge-offs

—

(78)

—

—

(96)

—

—

(174)

Recoveries

—

—

—

—

44

—

—

44

Provision (credit)

106

869

(11)

(376)

(55)

227

—

760

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at June 30, 2019

$

4,579

$

5,289

$

231

$

649

$

928

$

—

$

114

$

11,790

Charge-offs

—

—

—

—

(240)

—

—

(240)

Recoveries

—

20

3

—

31

—

—

54

Provision (credit)

366

339

(6)

15

63

—

56

833

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437

For the nine months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at December 31, 2019

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Charge-offs

(118)

(175)

—

(24)

(609)

—

—

(926)

Recoveries

—

7

4

—

128

—

—

139

Provision (credit)

878

2,798

(62)

(146)

575

689

(1)

4,731

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at December 31, 2018

$

4,152

$

5,742

$

251

$

738

$

710

$

—

$

87

$

11,680

Charge-offs

—

(2,223)

—

—

(787)

—

—

(3,010)

Recoveries

—

35

7

—

76

—

—

118

Provision (credit)

793

2,094

(30)

(74)

783

—

83

3,649

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437

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

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

September 30, 2020

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,160

$

351

$

—

$

—

$

—

$

—

$

—

$

1,511

Ending balance:

Collectively evaluated

for impairment

5,704

8,365

196

579

744

689

—

16,277

Total allowance for loan

losses ending balance

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Loans:

Ending balance:

Individually evaluated

for impairment

$

21,205

$

4,447

$

163

$

—

$

—

$

—

$

25,815

Ending balance:

Collectively evaluated

for impairment

404,979

578,316

36,757

35,768

7,024

275,763

1,338,607

Total loans ending balance

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

December 31, 2019

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,508

$

174

$

—

$

—

$

—

$

—

$

—

$

1,682

Ending balance:

Collectively evaluated

for impairment

4,596

5,912

254

749

650

—

1

12,162

Total allowance for loan

losses ending balance

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Loans:

Ending balance:

Individually evaluated

for impairment

$

20,990

$

3,326

$

182

$

165

$

—

$

—

$

24,663

Ending balance:

Collectively evaluated

for impairment

397,366

448,465

45,513

46,598

12,737

—

950,679

Total loans ending balance

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342

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

90 Days

90 Days

Total

or More

30 - 59

60 - 89

or More

Past

Total

Total

Past Due

Non-accrual

(In thousands)

Days

Days

Past Due

Due

Current

Loans

and Accruing

Loans

September 30, 2020

Commercial real estate

$

—

$

205

$

—

$

205

$

425,979

$

426,184

$

—

$

19,834

Commercial

172

—

291

463

582,300

582,763

—

4,155

Residential real estate

327

176

1,033

1,536

35,384

36,920

—

1,166

Construction and

land development

—

—

—

—

35,768

35,768

—

—

Consumer

77

44

51

172

6,852

7,024

—

51

Mortgage warehouse

—

—

—

—

275,763

275,763

—

—

Total

$

576

$

425

$

1,375

$

2,376

$

1,362,046

$

1,364,422

$

—

$

25,206

December 31, 2019

Commercial real estate

$

473

$

18,256

$

1,368

$

20,097

$

398,259

$

418,356

$

—

$

1,701

Commercial

529

85

484

1,098

450,693

451,791

—

2,955

Residential real estate

715

154

832

1,701

43,994

45,695

—

969

Construction and

land development

—

—

165

165

46,598

46,763

—

165

Consumer

111

58

38

207

12,530

12,737

—

37

Mortgage warehouse

—

—

—

—

—

—

—

—

Total

$

1,828

$

18,553

$

2,887

$

23,268

$

952,074

$

975,342

$

—

$

5,827

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

September 30, 2020

December 31, 2019

Unpaid

Unpaid

Recorded

Principal

Related

Recorded

Principal

Related

(In thousands)

Investment

Balance

Allowance

Investment

Balance

Allowance

With no related allowance recorded:

Commercial real estate

$

1,209

$

1,209

$

—

$

2,070

$

2,082

$

—

Commercial

345

353

—

1,348

1,745

—

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with no related allowance

1,717

1,725

—

3,765

4,174

—

With an allowance recorded:

Commercial real estate

19,996

20,190

1,160

18,920

18,921

1,508

Commercial

4,102

4,644

351

1,978

2,085

174

Residential real estate

—

—

—

—

—

—

Construction and land development

—

—

—

—

—

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with an allowance recorded

24,098

24,834

1,511

20,898

21,006

1,682

Total

Commercial real estate

21,205

21,399

1,160

20,990

21,003

1,508

Commercial

4,447

4,997

351

3,326

3,830

174

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired loans

$

25,815

$

26,559

$

1,511

$

24,663

$

25,180

$

1,682

Three Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,383

$

28

$

2,420

$

15

Commercial

354

4

2,119

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

1,900

33

5,037

29

With an allowance recorded:

Commercial real estate

20,354

1

—

—

Commercial

4,178

—

1,927

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

24,532

1

1,927

—

Total

Commercial real estate

21,737

29

2,420

15

Commercial

4,532

4

4,046

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

26,432

$

34

$

6,964

$

29

Nine Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,455

$

56

$

2,442

$

45

Commercial

373

14

2,397

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

2,075

76

5,389

80

With an allowance recorded:

Commercial real estate

20,695

253

—

—

Commercial

4,454

1

3,133

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

25,149

254

3,133

—

Total

Commercial real estate

22,150

309

2,442

45

Commercial

4,827

15

5,530

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

27,224

$

330

$

8,522

$

80

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

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

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

The following tables summarize TDRs entered into during the three and nine months ended September 30, 2020 and 2019:

Nine Months Ended September 30,

2020

2019

(Dollars in thousands)

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Troubled debt restructurings:

Commercial real estate

9

$

18,811

$

20,311

—

$

—

$

—

Commercial

1

81

81

1

1,963

1,963

10

$

18,892

$

20,392

1

$

1,963

$

1,963

There were no new TDRs approved during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company approved 10 TDRs. Of the 10 TDRs, seven were for one commercial real estate loan relationship totaling $20.1 million. The Bank analyzed the relationship and modified the relationship as follows:

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

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

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

This commercial relationship is currently on non-accrual until satisfactory demonstration of payments.

The Bank approved two TDRs for another commercial real estate relationship totaling $165,000. These loans have a reduced rate for a period of two years. An impairment analysis was performed and a specific reserve of $4,000 was allocated to this relationship. The Bank also approved one TDR for a commercial loan totaling $81,000. This commercial loan was placed on an extended six-month interest-only period with a new term and re-amortization to follow.

There were no TDRs approved during the three months ended September 30, 2019. In the nine months ended September 30, 2019, the Company approved one TDR totaling $1.9 million. This commercial loan was placed on an extended 12-month interest-only period with re-amortization to follow.

As of September 30, 2020, these loan relationships are paying as agreed upon in the modified terms. An impairment analysis was performed and a specific reserves of $1.3 million were allocated to these relationships.

The total recorded investment in TDRs was $23.6 million and $4.2 million at September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.

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

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction
‎and Land
‎Development

Consumer

Mortgage Warehouse

Total

September 30, 2020

Grade:

Pass

$

393,589

$

555,693

$

—

$

35,768

$

—

$

275,763

$

1,260,813

Special mention

12,761

19,064

—

—

—

—

31,825

Substandard

19,834

8,006

1,462

—

—

—

29,302

Not formally rated

—

—

35,458

—

7,024

—

42,482

Total

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

December 31, 2019

Grade:

Pass

$

396,217

$

433,076

$

—

$

46,598

$

—

$

—

$

875,891

Special mention

1,936

14,044

—

—

—

—

15,980

Substandard

20,203

4,671

1,379

165

—

—

26,418

Not formally rated

—

—

44,316

—

12,737

—

57,053

Total

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342

Credit Quality Information

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

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

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

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

Loans rated 6: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

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

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

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

 
v3.20.2
Deposits
 9 Months Ended
Sep. 30, 2020
Deposits [Abstract]  
Deposits (7)    Deposits

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

September 30,

December 31,

(In thousands)

2020

2019

NOW and demand

$

509,417

$

369,423

Regular savings

149,797

115,593

Money market deposits

325,971

270,471

Total non-certificate accounts

985,185

755,487

Certificate accounts of $250,000 or more

15,159

15,575

Certificate accounts less than $250,000

167,890

78,843

Total certificate accounts

183,049

94,418

Total deposits

$

1,168,234

$

849,905

 
v3.20.2
Borrowings
 9 Months Ended
Sep. 30, 2020
Borrowings [Abstract]  
Borrowings (8)    Borrowings

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

(In thousands)

Fiscal Year-End

2020

$

60,000

2023

8,500

Thereafter

5,000

Total

$

73,500

Borrowings from the FRB BIC program are secured by a Uniform Commercial Code (“UCC”) financing statement on qualified collateral, consisting of certain commercial loans and qualified mortgage-backed government securities. At September 30, 2020, FRB borrowings consisted of overnight borrowings totaling $60.0 million and had an interest rate of 0.25%.

Borrowings from the FHLB, which aggregated $13.5 million at September 30, 2020, are secured by a blanket lien on qualified collateral, consisting primarily of loans with first mortgages secured by one to four family properties, certain commercial loans and qualified mortgage-backed government securities. The interest rates on FHLB advances ranged from 1.21% to 3.01%, and the weighted average interest rate on FHLB advances was 2.12% at September 30, 2020. All of the FHLB borrowings at September 30, 2020 are long-term with an original maturity of more than one year.

 
v3.20.2
Fair Value Measurements
 9 Months Ended
Sep. 30, 2020
Fair Value Measurements [Abstract]  
Fair Value Measurements (9)    Fair Value Measurements

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

Basis of Fair Value Measurements

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

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

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

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

Fair Values of Assets Measured on a Recurring Basis

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

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

Fair Value Measurements at Reporting Date Using

Significant

Significant

Other Observable

Unobservable

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

State and municipal securities

$

10,830

$

—

$

10,830

$

—

Asset-backed securities

5,025

—

5,025

—

Mortgage-backed securities

18,566

—

18,566

—

Totals

$

34,421

$

—

$

34,421

$

—

December 31, 2019

State and municipal securities

$

11,206

$

—

$

11,206

$

—

Asset-backed securities

5,500

—

5,500

—

Mortgage-backed securities

25,084

—

25,084

—

Totals

$

41,790

$

—

$

41,790

$

—

Fair Values of Assets Measured on a Non-Recurring Basis

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

Certain impaired loans were adjusted to fair value, less cost to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for loan losses. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties.

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

Fair Value Measurements at Reporting Date Using:

Quoted Prices in

Significant

Significant

Active Markets for

Other Observable

Unobservable

Identical Assets

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

Impaired loans

Commercial real estate

$

158

$

—

$

—

$

158

Commercial

3,751

—

—

3,751

Totals

$

3,909

$

—

$

—

$

3,909

December 31, 2019

Impaired loans

Commercial real estate

$

215

$

—

$

—

$

215

Commercial

1,805

—

—

1,805

Totals

$

2,020

$

—

$

—

$

2,020

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

(In thousands)

Fair Value

Valuation Technique

Unobservable Input

Range

September 30, 2020

Impaired loans

Commercial real estate

$

158

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

3,751

Business valuation

Comparable company evaluations

—

December 31, 2019

Impaired loans

Commercial real estate

$

215

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

1,805

Business valuation

Comparable company evaluations

—

Fair Values of Financial Instruments

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

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

Carrying

Fair Value

(In thousands)

Amount

Level 1

Level 2

Level 3

Total

September 30, 2020

Financial assets:

Cash and cash equivalents

$

47,444

$

47,444

$

—

$

—

$

47,444

Available-for-sale debt securities

34,421

—

34,421

—

34,421

Federal Home Loan Bank of Boston stock

895

N/A

N/A

N/A

N/A

Loans, net

1,341,341

—

—

1,352,938

1,352,938

Accrued interest receivable

6,118

—

6,118

—

6,118

Financial liabilities:

Deposits

1,168,234

—

1,168,962

—

1,168,962

Borrowings

73,500

—

74,132

—

74,132

December 31, 2019

Financial assets:

Cash and cash equivalents

$

59,658

$

59,658

$

—

$

—

$

59,658

Available-for-sale debt securities

41,790

—

41,790

—

41,790

Federal Home Loan Bank of Boston stock

1,416

N/A

N/A

N/A

N/A

Loans, net

959,286

—

—

958,270

958,270

Accrued interest receivable

2,854

—

2,854

—

2,854

Financial liabilities:

Deposits

849,905

—

850,774

—

850,774

Borrowings

24,998

—

25,351

—

25,351

 
v3.20.2
Regulatory Capital
 9 Months Ended
Sep. 30, 2020
Regulatory Capital [Abstract]  
Regulatory Capital (10)    Regulatory Capital

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

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

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

In September 2019, the federal banking agencies adopted a final rule to implement Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, effective January 1, 2020, establishing a community bank leverage ratio (“CBLR”) framework for community banking organizations having total consolidated assets of less than $10 billion, having a leverage ratio of greater than 9%, and satisfying other criteria, such as limitations on the amount of off-balance sheet exposures and on trading assets and liabilities. A community banking organization that qualifies for and elects to use the CBLR framework and that maintains a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the banking agencies’ generally applicable capital rules and, if applicable, will be considered to have met the well-capitalized ratio requirements for purposes of Section 38 of the Federal Deposit Insurance Act.

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

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

(Dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2020

Total Capital (to Risk Weighted Assets)

$

194,114

14.29

%

$

108,677

>

8.0

%

$

135,847

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

81,508

>

6.0

108,677

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

61,131

>

4.5

88,300

>

6.5

Tier 1 Capital (to Average Assets)

177,124

12.61

56,187

>

4.0

70,234

>

5.0

December 31, 2019

Total Capital (to Risk Weighted Assets)

$

181,135

17.62

%

$

82,238

>

8.0

%

$

102,798

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

61,679

>

6.0

82,238

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

46,259

>

4.5

66,819

>

6.5

Tier 1 Capital (to Average Assets)

168,273

15.18

44,352

>

4.0

55,440

>

5.0

Liquidation Accounts

Upon the completion of Old Provident’s stock offering in 2015, a “liquidation account” was established for the benefit of certain depositors of the Bank in an amount equal to the percentage ownership interest in the equity of Old Provident held by persons other than the MHC as of the date of the latest balance sheet contained in the prospectus utilized in connection with the offering. The Company is not permitted to pay dividends on its capital stock if the Company’s shareholders’ equity would be reduced below the amount of the liquidation account. The liquidation account is reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account.

Upon the completion of the Conversion, “liquidation accounts” for the benefit of certain depositors of the Bank in an amount equal to the MHC’s ownership interest in the retained earnings of the Company as of the date of the latest balance sheet contained in the 2019 prospectus plus the MHC’s net assets (excluding its ownership of the Company) were established by the Company and the Bank. The Company and the Bank are not permitted to pay dividends on their capital stock if the shareholders’ equity of the Company, or the shareholder’s equity of the Bank, would be reduced below the amount of the liquidation accounts. The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts.

 
v3.20.2
Employee Stock Ownership Plan
 9 Months Ended
Sep. 30, 2020
Employee Stock Ownership Plan [Abstract]  
Employee Stock Ownership Plan (11)    Employee Stock Ownership Plan

Old Provident established an ESOP to provide eligible employees the opportunity to own Old Provident stock. The plan is a tax-qualified plan for the benefit of all Bank employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax law limits. The ESOP acquired 721,876 shares in Old Provident’s initial stock offering with the proceeds of a loan totaling $3.6 million. The loan was payable annually over 15 years at a rate per annum equal to the prime rate. In conjunction with the Conversion, the Company refinanced the original loan to the ESOP with an additional $8.2 million payable over 15 years at a rate per annum equal to the prime rate (4.75% as December 31, 2019) to acquire an additional 816,992 shares at $10.00 per share, representing 8% of the shares sold in the Company’s second-step offering. After the Conversion, the unallocated shares had an average price of $8.20 per share. Shares used as collateral to secure the loan are released and available for allocation to eligible employees as the principal and interest on the loan is paid. The number of shares committed to be released per year through 2033 is 89,757.

Shares held by the ESOP include the following:

September 30, 2020

December 31, 2019

Allocated

282,256

192,499

Committed to be allocated

67,318

89,757

Unallocated

1,189,294

1,256,612

Total

1,538,868

1,538,868

The fair value of unallocated shares was approximately $9.4 million at September 30, 2020.

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

Total compensation expense recognized in connection with the ESOP for the three months ended September 30, 2020 and 2019 was $177,000 and $159,000, respectively. Total compensation expense recognized for the nine months ended September 30, 2020 and 2019 was $621,000 and $440,000 respectively.

 
v3.20.2
Earnings Per Common Share
 9 Months Ended
Sep. 30, 2020
Earnings Per Common Share [Abstract]  
Earnings Per Common Share (12)    Earnings Per Common Share

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands, except per share amounts)

2020

2019

2020

2019

Net Income attributable to common shareholders

$

3,202

$

3,509

$

7,683

$

8,258

Average number of common shares issued

19,472,310

19,521,324

19,474,495

19,523,921

Less:

average unallocated ESOP shares

(1,196,856)

(516,906)

(1,219,160)

(531,420)

average unvested restricted stock

(89,459)

(144,393)

(105,590)

(160,263)

average treasury stock acquired

—

(73,333)

—

(73,333)

Average number of common shares outstanding

to calculate basic earnings per common share

18,185,995

18,786,692

18,149,745

18,758,905

Effect of dilutive unvested restricted stock and stock option awards

36,771

179,232

34,805

115,895

Average number of common shares outstanding

to calculate diluted earnings per common share

18,222,766

18,965,924

18,184,550

18,874,800

Earnings per common share:

Basic

$

0.18

$

0.19

$

0.42

$

0.44

Diluted

$

0.18

$

0.19

$

0.42

$

0.44

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

For the three months ended September 30, 2020 and 2019, 195,689 and 8,853 shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive. For the nine months ended September 30, 2020 and 2019, 65,942 and 14,003 shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive.

 
v3.20.2
Share-Based Compensation
 9 Months Ended
Sep. 30, 2020
Share-Based Compensation [Abstract]  
Share-Based Compensation (13)    Share-Based Compensation

Under the Provident Bancorp, Inc. 2016 Equity Incentive Plan (the "Equity Plan"), the Company may grant options, restricted stock, restricted units or performance awards to its directors, officers and employees. Both incentive stock options and non-qualified stock options may be granted under the Equity Plan, with the total shares reserved for options equaling 902,344. The exercise price of each option equals the market price of the Company’s stock on the date of grant and the term of each option is generally ten years. The total number of shares reserved for restricted stock or restricted units is 360,935. Options and other awards vest in equal annual installments on each anniversary of the date of the grant over the vesting period, which is typically three years to five years.

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

Stock Options

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

Volatility is based on peer group volatility because the Company does not have a sufficient trading history.

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

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

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

2020

Vesting period (years)

3

Expiration date (years)

10

Expected volatility

30.92%

Expected life (years)

7.5

Expected dividend yield

—%

Risk free interest rate

1.74%

Fair value per option

$

4.60

A summary of the status of the Company’s stock option grants for the nine months ended September 30, 2020 is presented in the table below:

Stock Option Awards

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value

Outstanding at December 31, 2019

816,057

$

8.93

Granted

7,293

12.35

Forfeited

(9,844)

8.61

Exercised

—

—

Outstanding at September 30, 2020

813,506

$

8.96

6.20

$

—

Outstanding and expected to vest

at September 30, 2020

813,506

$

8.96

6.20

$

—

Vested and Exercisable

at September 30, 2020

470,914

$

8.77

6.02

$

—

Unrecognized compensation cost

$

584,000

Weighted average remaining

recognition period (years)

1.52

For the three months ended September 30, 2020 and 2019, total expense for the stock options was $110,000 and $103,000, respectively. For the nine months ended September 30, 2020 and 2019, total expense for the stock options was $324,000 and $304,000, respectively.

Restricted Stock

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

The following table presents the activity in restricted stock awards under the Equity Plan for the nine months ended September 30, 2020:

Unvested Restricted Stock Awards

Weighted Average Grant Date Price

Unvested restricted stock awards at January 1, 2020

140,019

$

9.19

Granted

2,430

12.35

Forfeited

(3,938)

8.61

Vested

(1,965)

13.46

Unvested restricted stock awards at September 30, 2020

136,546

$

9.20

Unrecognized compensation cost

$

769,000

Weighted average remaining recognition period (years)

1.48

For the three months ended September 30, 2020 and 2019, total expense for the restricted stock awards was $147,000 and $142,000, respectively. For the nine months ended September 30, 2020 and 2019, total expense for the restricted stock awards was $436,000 and $451,000, respectively.

 
v3.20.2
Leases
 9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Leases (14)    Leases

The Company recognized right-of-use assets totaling $4.3 million and $3.7 million and operating lease liabilities totaling $4.5 million and $3.9 million at September 30, 2020 and December 31, 2019, respectively. The lease liabilities recognized by the Company represent two leased branch locations and one loan production office.

Rent expense for the operating leases has been amortized over a straight line basis for the remaining lease term. For the nine months ended September 30, 2020 and 2019, rent expense for the operating leases totaled $228,000 and $215,000, respectively. Variable lease components are expensed as incurred and are not included in the right-of-use assets and operating lease liabilities.

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

September 30,

December 31,

2020

2019

Weighted-average discount rate

3.54%

3.78%

Range of lease expiration dates

3 - 15.5 years

4.5 - 16 years

Range of lease renewal options

5 - 20 years

20 years

Weighted-average remaining lease term

27.8

31.9 years

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

(In thousands)

Fiscal Year-End

2020

$

64

2021

258

2022

261

2023

264

2024

270

Thereafter

6,604

Total lease payments

7,721

Less imputed interest

(3,209)

Total lease liabilities

$

4,512

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

 
v3.20.2
Asset Purchase
 9 Months Ended
Sep. 30, 2020
Asset Purchase [Abstract]  
Asset Purchase (15)    Asset Purchase

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

 

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

 

(In thousands)

Consideration:

Cash

$

66,962

Recognized amounts of identifiable assets acquired:

Loans

66,672

Accrued interest and fees

250

Premises and equipment

24

Other assets

16

Total identifiable assets

$

66,962

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

 
v3.20.2
Revenue Recognition
 9 Months Ended
Sep. 30, 2020
Revenue Recognition [Abstract]  
Revenue Recognition (16)    Revenue Recognition

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

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

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

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

 
v3.20.2
Basis of Presentation (Policy)
 9 Months Ended
Sep. 30, 2020
Basis of Presentation [Abstract]  
Basis of Presentation The accompanying unaudited financial statements of Provident Bancorp, Inc., a Maryland corporation (the “Company”), were prepared in accordance with the instructions for Form 10-Q and with Regulation S-X and do not include information or footnotes necessary for a complete presentation of the financial condition, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). However, in the opinion of management, all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for future periods, including the entire fiscal year. Certain amounts in 2019 have been reclassified to be consistent with the 2020 consolidated financial statement presentation, and had no effect on the net income reported in the consolidated statements of income. These financial statements should be read in conjunction with the annual financial statements and notes thereto included in the annual report on Form 10-K the Company filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2020.

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, The Provident Bank, which also operates under the name BankProv (the “Bank”), and the Bank’s wholly owned subsidiaries, Provident Security Corporation and 5 Market Street Security Corporation. Provident Security Corporation and 5 Market Street Security Corporation were established to buy, sell, and hold investments for their own account. All significant inter-company balances and transactions have been eliminated in consolidation.
v3.20.2
Recent Accounting Pronouncements (Policy)
 9 Months Ended
Sep. 30, 2020
Recent Accounting Pronouncements [Abstract]  
Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): “Measurement of Credit Losses on Financial Instruments.” The ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace the current “incurred loss” model and can result in the earlier recognition of credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. On October 16, 2019, FASB approved a delay on the implementation until January 2023 for smaller reporting companies as defined by the SEC. The amendments in this update will be effective for the Company on January 1, 2023. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact of its pending adoption of this guidance on the Company’s financial statements.

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

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

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

 

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

In October 2020, the FASB issued ASU No. 2020-08, Receivables (Topic 310) – Nonrefundable Fees and Other Costs (“ASU 2020-08”), to provide further clarification and update the previously issued guidance in ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). ASU 2017-08 shortened the amortization period for certain callable debt securities purchased at a premium by requiring that the premium be amortized to the earliest call date. The Company early adopted the provisions of ASU 2017-08, effective January 1, 2017. ASU 2017-08 requires that at each reporting period, to the extent that the amortized cost of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess premium shall be amortized to the next call date. ASU 2020-08 is effective for fiscal years ending after December 15, 2020 and early adoption is not permitted. The provisions under ASU 2020-08 are required to be applied prospectively. The adoption of ASU 2020-08 is not expected to have a material impact on the Company’s consolidated financial statements.
v3.20.2
Investment Securities (Tables)
 9 Months Ended
Sep. 30, 2020
Investment Securities [Abstract]  
Summary of Amortized Cost of Investment Securities Classified as Available-for-sale and their Approximate Fair Values

Amortized

Gross

Gross

Cost

Unrealized

Unrealized

Fair

(In thousands)

Basis

Gains

Losses

Value

September 30, 2020

State and municipal securities

$

10,225

$

605

$

—

$

10,830

Asset-backed securities

4,704

321

—

5,025

Government mortgage-backed securities

18,086

491

11

18,566

Total debt securities available-for-sale

$

33,015

$

1,417

$

11

$

34,421

December 31, 2019

State and municipal securities

$

10,808

$

398

$

—

$

11,206

Asset-backed securities

5,433

71

4

5,500

Government mortgage-backed securities

24,954

197

67

25,084

Total debt securities available-for-sale

$

41,195

$

666

$

71

$

41,790
Schedule of Maturities of Debt Securities

Available-for-Sale

Amortized

Fair

(In thousands)

Cost

Value

Due after one year through five years

$

921

$

947

Due after five years through ten years

912

918

Due after ten years

8,392

8,965

Government mortgage-backed securities

18,086

18,566

Asset-backed securities

4,704

5,025

$

33,015

$

34,421
Schedule of Aggregate Fair Value and Unrealized Losses of Securities

Less than 12 Months

12 Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(In thousands)

Value

Losses

Value

Losses

Value

Losses

September 30, 2020

Temporarily impaired securities:

Government mortgage-backed securities

$

—

$

—

$

867

$

11

$

867

$

11

Total temporarily impaired debt securities

$

—

$

—

$

867

$

11

$

867

$

11

December 31, 2019

Temporarily impaired securities:

Asset-backed securities

$

606

$

4

$

—

$

—

$

606

$

4

Government mortgage-backed securities

5,207

8

5,418

59

10,625

67

Total temporarily impaired debt securities

$

5,813

$

12

$

5,418

$

59

$

11,231

$

71
v3.20.2
Loans (Tables)
 9 Months Ended
Sep. 30, 2020
Loans [Abstract]  
Schedule of Loans

At

At

September 30,

December 31,

(In thousands)

2020

2019

Commercial real estate

$

426,184

$

418,356

Commercial (1)

582,763

451,791

Residential real estate

36,920

45,695

Construction and land development

35,768

46,763

Consumer

7,024

12,737

Mortgage warehouse

275,763

—

1,364,422

975,342

Allowance for loan losses

(17,788)

(13,844)

Deferred loan fees, net

(5,293)

(2,212)

Net loans

$

1,341,341

$

959,286

(1) Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.
Schedule of Allowance for Loan Losses by Portfolio Segment

For the three months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at June 30, 2020

$

6,758

$

7,925

$

207

$

955

$

851

$

462

$

—

$

17,158

Charge-offs

—

(78)

—

—

(96)

—

—

(174)

Recoveries

—

—

—

—

44

—

—

44

Provision (credit)

106

869

(11)

(376)

(55)

227

—

760

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at June 30, 2019

$

4,579

$

5,289

$

231

$

649

$

928

$

—

$

114

$

11,790

Charge-offs

—

—

—

—

(240)

—

—

(240)

Recoveries

—

20

3

—

31

—

—

54

Provision (credit)

366

339

(6)

15

63

—

56

833

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437

For the nine months ended September 30,

(In thousands)

Commercial Real Estate

Commercial

Residential
‎Real
‎Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

Allowance for loan losses:

Balance at December 31, 2019

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Charge-offs

(118)

(175)

—

(24)

(609)

—

—

(926)

Recoveries

—

7

4

—

128

—

—

139

Provision (credit)

878

2,798

(62)

(146)

575

689

(1)

4,731

Balance at September 30, 2020

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Balance at December 31, 2018

$

4,152

$

5,742

$

251

$

738

$

710

$

—

$

87

$

11,680

Charge-offs

—

(2,223)

—

—

(787)

—

—

(3,010)

Recoveries

—

35

7

—

76

—

—

118

Provision (credit)

793

2,094

(30)

(74)

783

—

83

3,649

Balance at September 30, 2019

$

4,945

$

5,648

$

228

$

664

$

782

$

—

$

170

$

12,437
Schedule of Loan Balances by Segment

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

September 30, 2020

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,160

$

351

$

—

$

—

$

—

$

—

$

—

$

1,511

Ending balance:

Collectively evaluated

for impairment

5,704

8,365

196

579

744

689

—

16,277

Total allowance for loan

losses ending balance

$

6,864

$

8,716

$

196

$

579

$

744

$

689

$

—

$

17,788

Loans:

Ending balance:

Individually evaluated

for impairment

$

21,205

$

4,447

$

163

$

—

$

—

$

—

$

25,815

Ending balance:

Collectively evaluated

for impairment

404,979

578,316

36,757

35,768

7,024

275,763

1,338,607

Total loans ending balance

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction and Land Development

Consumer

Mortgage Warehouse

Unallocated

Total

December 31, 2019

Allowance for loan losses:

Ending balance:

Individually evaluated

for impairment

$

1,508

$

174

$

—

$

—

$

—

$

—

$

—

$

1,682

Ending balance:

Collectively evaluated

for impairment

4,596

5,912

254

749

650

—

1

12,162

Total allowance for loan

losses ending balance

$

6,104

$

6,086

$

254

$

749

$

650

$

—

$

1

$

13,844

Loans:

Ending balance:

Individually evaluated

for impairment

$

20,990

$

3,326

$

182

$

165

$

—

$

—

$

24,663

Ending balance:

Collectively evaluated

for impairment

397,366

448,465

45,513

46,598

12,737

—

950,679

Total loans ending balance

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342
Schedule of Non-Accrual Loans and Loan Delinquencies by Portfolio Segment

90 Days

90 Days

Total

or More

30 - 59

60 - 89

or More

Past

Total

Total

Past Due

Non-accrual

(In thousands)

Days

Days

Past Due

Due

Current

Loans

and Accruing

Loans

September 30, 2020

Commercial real estate

$

—

$

205

$

—

$

205

$

425,979

$

426,184

$

—

$

19,834

Commercial

172

—

291

463

582,300

582,763

—

4,155

Residential real estate

327

176

1,033

1,536

35,384

36,920

—

1,166

Construction and

land development

—

—

—

—

35,768

35,768

—

—

Consumer

77

44

51

172

6,852

7,024

—

51

Mortgage warehouse

—

—

—

—

275,763

275,763

—

—

Total

$

576

$

425

$

1,375

$

2,376

$

1,362,046

$

1,364,422

$

—

$

25,206

December 31, 2019

Commercial real estate

$

473

$

18,256

$

1,368

$

20,097

$

398,259

$

418,356

$

—

$

1,701

Commercial

529

85

484

1,098

450,693

451,791

—

2,955

Residential real estate

715

154

832

1,701

43,994

45,695

—

969

Construction and

land development

—

—

165

165

46,598

46,763

—

165

Consumer

111

58

38

207

12,530

12,737

—

37

Mortgage warehouse

—

—

—

—

—

—

—

—

Total

$

1,828

$

18,553

$

2,887

$

23,268

$

952,074

$

975,342

$

—

$

5,827
Schedule of Impaired Loans

September 30, 2020

December 31, 2019

Unpaid

Unpaid

Recorded

Principal

Related

Recorded

Principal

Related

(In thousands)

Investment

Balance

Allowance

Investment

Balance

Allowance

With no related allowance recorded:

Commercial real estate

$

1,209

$

1,209

$

—

$

2,070

$

2,082

$

—

Commercial

345

353

—

1,348

1,745

—

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with no related allowance

1,717

1,725

—

3,765

4,174

—

With an allowance recorded:

Commercial real estate

19,996

20,190

1,160

18,920

18,921

1,508

Commercial

4,102

4,644

351

1,978

2,085

174

Residential real estate

—

—

—

—

—

—

Construction and land development

—

—

—

—

—

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired with an allowance recorded

24,098

24,834

1,511

20,898

21,006

1,682

Total

Commercial real estate

21,205

21,399

1,160

20,990

21,003

1,508

Commercial

4,447

4,997

351

3,326

3,830

174

Residential real estate

163

163

—

182

182

—

Construction and land development

—

—

—

165

165

—

Consumer

—

—

—

—

—

—

Mortgage warehouse

—

—

—

—

—

—

Total impaired loans

$

25,815

$

26,559

$

1,511

$

24,663

$

25,180

$

1,682

Three Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,383

$

28

$

2,420

$

15

Commercial

354

4

2,119

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

1,900

33

5,037

29

With an allowance recorded:

Commercial real estate

20,354

1

—

—

Commercial

4,178

—

1,927

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

24,532

1

1,927

—

Total

Commercial real estate

21,737

29

2,420

15

Commercial

4,532

4

4,046

7

Residential real estate

163

1

282

7

Construction and land development

—

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

26,432

$

34

$

6,964

$

29

Nine Months Ended September 30,

2020

2019

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(In thousands)

Investment

Recognized

Investment

Recognized

With no related allowance recorded:

Commercial real estate

$

1,455

$

56

$

2,442

$

45

Commercial

373

14

2,397

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with no related allowance

2,075

76

5,389

80

With an allowance recorded:

Commercial real estate

20,695

253

—

—

Commercial

4,454

1

3,133

—

Residential real estate

—

—

—

—

Construction and land development

—

—

—

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired with an allowance recorded

25,149

254

3,133

—

Total

Commercial real estate

22,150

309

2,442

45

Commercial

4,827

15

5,530

20

Residential real estate

164

6

334

15

Construction and land development

83

—

216

—

Consumer

—

—

—

—

Mortgage warehouse

—

—

—

—

Total impaired loans

$

27,224

$

330

$

8,522

$

80
Schedule of Troubled Debt Restructurings

Nine Months Ended September 30,

2020

2019

(Dollars in thousands)

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Number of Contracts

Pre-
‎Modification
‎Outstanding
‎Recorded
‎Investment

Post-Modification
‎Outstanding
‎Recorded
‎Investment

Troubled debt restructurings:

Commercial real estate

9

$

18,811

$

20,311

—

$

—

$

—

Commercial

1

81

81

1

1,963

1,963

10

$

18,892

$

20,392

1

$

1,963

$

1,963
Schedule of Loans by Risk Rating and Portfolio Segment

(In thousands)

Commercial Real Estate

Commercial

Residential Real Estate

Construction
‎and Land
‎Development

Consumer

Mortgage Warehouse

Total

September 30, 2020

Grade:

Pass

$

393,589

$

555,693

$

—

$

35,768

$

—

$

275,763

$

1,260,813

Special mention

12,761

19,064

—

—

—

—

31,825

Substandard

19,834

8,006

1,462

—

—

—

29,302

Not formally rated

—

—

35,458

—

7,024

—

42,482

Total

$

426,184

$

582,763

$

36,920

$

35,768

$

7,024

$

275,763

$

1,364,422

December 31, 2019

Grade:

Pass

$

396,217

$

433,076

$

—

$

46,598

$

—

$

—

$

875,891

Special mention

1,936

14,044

—

—

—

—

15,980

Substandard

20,203

4,671

1,379

165

—

—

26,418

Not formally rated

—

—

44,316

—

12,737

—

57,053

Total

$

418,356

$

451,791

$

45,695

$

46,763

$

12,737

$

—

$

975,342
v3.20.2
Deposits (Tables)
 9 Months Ended
Sep. 30, 2020
Deposits [Abstract]  
Schedule of Deposit Balances by Type

September 30,

December 31,

(In thousands)

2020

2019

NOW and demand

$

509,417

$

369,423

Regular savings

149,797

115,593

Money market deposits

325,971

270,471

Total non-certificate accounts

985,185

755,487

Certificate accounts of $250,000 or more

15,159

15,575

Certificate accounts less than $250,000

167,890

78,843

Total certificate accounts

183,049

94,418

Total deposits

$

1,168,234

$

849,905
v3.20.2
Borrowings (Tables)
 9 Months Ended
Sep. 30, 2020
Borrowings [Abstract]  
Schedule of Maturities of Advances from FHLB and FRB

(In thousands)

Fiscal Year-End

2020

$

60,000

2023

8,500

Thereafter

5,000

Total

$

73,500
v3.20.2
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2020
Fair Value Measurements [Abstract]  
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis

Fair Value Measurements at Reporting Date Using

Significant

Significant

Other Observable

Unobservable

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

State and municipal securities

$

10,830

$

—

$

10,830

$

—

Asset-backed securities

5,025

—

5,025

—

Mortgage-backed securities

18,566

—

18,566

—

Totals

$

34,421

$

—

$

34,421

$

—

December 31, 2019

State and municipal securities

$

11,206

$

—

$

11,206

$

—

Asset-backed securities

5,500

—

5,500

—

Mortgage-backed securities

25,084

—

25,084

—

Totals

$

41,790

$

—

$

41,790

$

—
Schedule of Assets Measured at Fair Value on a Nonrecurring Basis

Fair Value Measurements at Reporting Date Using:

Quoted Prices in

Significant

Significant

Active Markets for

Other Observable

Unobservable

Identical Assets

Inputs

Inputs

(In thousands)

Total

Level 1

Level 2

Level 3

September 30, 2020

Impaired loans

Commercial real estate

$

158

$

—

$

—

$

158

Commercial

3,751

—

—

3,751

Totals

$

3,909

$

—

$

—

$

3,909

December 31, 2019

Impaired loans

Commercial real estate

$

215

$

—

$

—

$

215

Commercial

1,805

—

—

1,805

Totals

$

2,020

$

—

$

—

$

2,020
Schedule of Valuation Methodology and Unobservable Inputs for Level 3 Assets Measured at Fair Value on a Nonrecurring Basis

(In thousands)

Fair Value

Valuation Technique

Unobservable Input

Range

September 30, 2020

Impaired loans

Commercial real estate

$

158

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

3,751

Business valuation

Comparable company evaluations

—

December 31, 2019

Impaired loans

Commercial real estate

$

215

Real estate appraisals

Discount for dated appraisals

6 - 10%

Commercial

1,805

Business valuation

Comparable company evaluations

—
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments, Held or Issued for Purposes Other Than Trading

Carrying

Fair Value

(In thousands)

Amount

Level 1

Level 2

Level 3

Total

September 30, 2020

Financial assets:

Cash and cash equivalents

$

47,444

$

47,444

$

—

$

—

$

47,444

Available-for-sale debt securities

34,421

—

34,421

—

34,421

Federal Home Loan Bank of Boston stock

895

N/A

N/A

N/A

N/A

Loans, net

1,341,341

—

—

1,352,938

1,352,938

Accrued interest receivable

6,118

—

6,118

—

6,118

Financial liabilities:

Deposits

1,168,234

—

1,168,962

—

1,168,962

Borrowings

73,500

—

74,132

—

74,132

December 31, 2019

Financial assets:

Cash and cash equivalents

$

59,658

$

59,658

$

—

$

—

$

59,658

Available-for-sale debt securities

41,790

—

41,790

—

41,790

Federal Home Loan Bank of Boston stock

1,416

N/A

N/A

N/A

N/A

Loans, net

959,286

—

—

958,270

958,270

Accrued interest receivable

2,854

—

2,854

—

2,854

Financial liabilities:

Deposits

849,905

—

850,774

—

850,774

Borrowings

24,998

—

25,351

—

25,351
v3.20.2
Regulatory Capital (Tables)
 9 Months Ended
Sep. 30, 2020
Regulatory Capital [Abstract]  
Schedule of Bank's Actual Capital Amounts and Ratios

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

(Dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2020

Total Capital (to Risk Weighted Assets)

$

194,114

14.29

%

$

108,677

>

8.0

%

$

135,847

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

81,508

>

6.0

108,677

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

177,124

13.04

61,131

>

4.5

88,300

>

6.5

Tier 1 Capital (to Average Assets)

177,124

12.61

56,187

>

4.0

70,234

>

5.0

December 31, 2019

Total Capital (to Risk Weighted Assets)

$

181,135

17.62

%

$

82,238

>

8.0

%

$

102,798

>

10.0

%

Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

61,679

>

6.0

82,238

>

8.0

Common Equity Tier 1 Capital (to Risk Weighted Assets)

168,273

16.37

46,259

>

4.5

66,819

>

6.5

Tier 1 Capital (to Average Assets)

168,273

15.18

44,352

>

4.0

55,440

>

5.0
v3.20.2
Employee Stock Ownership Plan (Tables)
 9 Months Ended
Sep. 30, 2020
Employee Stock Ownership Plan [Abstract]  
Schedule of Shares Held by the ESOP

September 30, 2020

December 31, 2019

Allocated

282,256

192,499

Committed to be allocated

67,318

89,757

Unallocated

1,189,294

1,256,612

Total

1,538,868

1,538,868
v3.20.2
Earnings Per Common Share (Tables)
 9 Months Ended
Sep. 30, 2020
Earnings Per Common Share [Abstract]  
Schedule of Earning per Share

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands, except per share amounts)

2020

2019

2020

2019

Net Income attributable to common shareholders

$

3,202

$

3,509

$

7,683

$

8,258

Average number of common shares issued

19,472,310

19,521,324

19,474,495

19,523,921

Less:

average unallocated ESOP shares

(1,196,856)

(516,906)

(1,219,160)

(531,420)

average unvested restricted stock

(89,459)

(144,393)

(105,590)

(160,263)

average treasury stock acquired

—

(73,333)

—

(73,333)

Average number of common shares outstanding

to calculate basic earnings per common share

18,185,995

18,786,692

18,149,745

18,758,905

Effect of dilutive unvested restricted stock and stock option awards

36,771

179,232

34,805

115,895

Average number of common shares outstanding

to calculate diluted earnings per common share

18,222,766

18,965,924

18,184,550

18,874,800

Earnings per common share:

Basic

$

0.18

$

0.19

$

0.42

$

0.44

Diluted

$

0.18

$

0.19

$

0.42

$

0.44
v3.20.2
Share-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2020
Share-Based Compensation [Abstract]  
Schedule of Fair Value of Options Granted Assumptions

2020

Vesting period (years)

3

Expiration date (years)

10

Expected volatility

30.92%

Expected life (years)

7.5

Expected dividend yield

—%

Risk free interest rate

1.74%

Fair value per option

$

4.60
Schedule of Stock Option Grants Activity

Stock Option Awards

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value

Outstanding at December 31, 2019

816,057

$

8.93

Granted

7,293

12.35

Forfeited

(9,844)

8.61

Exercised

—

—

Outstanding at September 30, 2020

813,506

$

8.96

6.20

$

—

Outstanding and expected to vest

at September 30, 2020

813,506

$

8.96

6.20

$

—

Vested and Exercisable

at September 30, 2020

470,914

$

8.77

6.02

$

—

Unrecognized compensation cost

$

584,000

Weighted average remaining

recognition period (years)

1.52
Schedule of Activity in Restricted Stock Awards Under the Equity Plan

Unvested Restricted Stock Awards

Weighted Average Grant Date Price

Unvested restricted stock awards at January 1, 2020

140,019

$

9.19

Granted

2,430

12.35

Forfeited

(3,938)

8.61

Vested

(1,965)

13.46

Unvested restricted stock awards at September 30, 2020

136,546

$

9.20

Unrecognized compensation cost

$

769,000

Weighted average remaining recognition period (years)

1.48
v3.20.2
Leases (Tables)
 9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Schedule of Information Regarding Operating Leases

September 30,

December 31,

2020

2019

Weighted-average discount rate

3.54%

3.78%

Range of lease expiration dates

3 - 15.5 years

4.5 - 16 years

Range of lease renewal options

5 - 20 years

20 years

Weighted-average remaining lease term

27.8

31.9 years
Schedule of Maturities of Lease Liabilities

(In thousands)

Fiscal Year-End

2020

$

64

2021

258

2022

261

2023

264

2024

270

Thereafter

6,604

Total lease payments

7,721

Less imputed interest

(3,209)

Total lease liabilities

$

4,512
v3.20.2
Asset Purchase (Tables)
 9 Months Ended
Sep. 30, 2020
Asset Purchase [Abstract]  
Summary of Consideration Paid for the Warehouse Lending Business and the Amounts of Assets Acquired

(In thousands)

Consideration:

Cash

$

66,962

Recognized amounts of identifiable assets acquired:

Loans

66,672

Accrued interest and fees

250

Premises and equipment

24

Other assets

16

Total identifiable assets

$

66,962
v3.20.2
Corporate Structure (Narrative) (Details)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 16, 2019
USD ($)
$ / shares
shares
Sep. 30, 2020
item
shares
Sep. 30, 2019
Sep. 30, 2020
item
shares
Sep. 30, 2019
Dec. 31, 2019
shares
Oct. 15, 2019
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]              
Common Stock, Shares, Outstanding | shares   19,472,310   19,472,310   19,473,818  
Exchange ratio   2.0212 2.0212 2.0212 2.0212    
Proceeds used to fund ESOP | $ $ 8.2            
Purchase by ESOP (in shares) | shares 816,992            
Number of banking offices | item   7   7      
Number of loan production offices | item   2   2      
Second-Step Stock Offering [Member]              
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]              
Proceeds from sale of common stock, net | $ $ 102.1            
Common stock, shares sold (in shares) | shares 10,212,397            
Common stock, share issue price per share (in dollars per share) | $ / shares $ 10.00            
Proceeds used to fund ESOP | $ $ 8.2            
Purchase by ESOP (in shares) | shares 816,992            
Purchase by ESOP (in dollars per share) | $ / shares $ 10.00            
Share issue, related expenses | $ $ 2.4            
Net proceeds invested in Bank's operations | $ $ 45.8            
Mutual Holding Company MHC [Member]              
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]              
Percentage of ownership (as a percent)             52.00%
Common Stock, Shares, Outstanding | shares 19,484,343            
Exchange ratio 2.0212            
v3.20.2
COVID-19 (Narrative) (Details)
$ in Millions
 1 Months Ended
Oct. 31, 2020
USD ($)
loan
Sep. 30, 2020
USD ($)
loan
Jun. 30, 2020
USD ($)
loan
COVID 19 [Line Items]      
Number of modified loans | loan   156 287
Total amount of modified loans | $   $ 175.4 $ 264.2
Percentage of modified loans in total loan portfolio   12.90% 20.60%
Subsequent Event [Member]      
COVID 19 [Line Items]      
Number of modified loans | loan 107    
Loan modifications set to resume normal repayment | $ $ 86.8    
Repayment Resumed [Member] | Subsequent Event [Member]      
COVID 19 [Line Items]      
Number of modified loans | loan 86    
Loan modifications set to resume normal repayment | $ $ 72.2    
Deferral Extension [Member] | Subsequent Event [Member]      
COVID 19 [Line Items]      
Number of modified loans | loan 15    
Loan modifications set to resume normal repayment | $ $ 12.3    
Working On Normal Repayment Or Need Deferral Extension [Member] | Subsequent Event [Member]      
COVID 19 [Line Items]      
Number of modified loans | loan 6    
Loan modifications set to resume normal repayment | $ $ 2.3    
v3.20.2
Investment Securities (Narrative) (Details) - USD ($)
 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Investment Securities [Abstract]      
Gross realized gains or losses on sales and calls $ 0 $ 216,000  
Gross losses realized   $ 103,000  
Securities pledged to secure available borrowings with the Federal Reserve Bank and Federal Home Loan Bank $ 23,600,000   $ 30,600,000
v3.20.2
Investment Securities (Summary of Amortized Cost of Investment Securities Classified as Available-For-Sale and their Approximate Fair Values) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost $ 33,015 $ 41,195
Gross Unrealized Gains 1,417 666
Gross Unrealized Losses 11 71
Fair Value 34,421 41,790
State And Municipal Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 10,225 10,808
Gross Unrealized Gains 605 398
Fair Value 10,830 11,206
Asset-Backed Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 4,704 5,433
Gross Unrealized Gains 321 71
Gross Unrealized Losses   4
Fair Value 5,025 5,500
Government Mortgage-Backed Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 18,086 24,954
Gross Unrealized Gains 491 197
Gross Unrealized Losses 11 67
Fair Value $ 18,566 $ 25,084
v3.20.2
Investment Securities (Schedule of Maturities of Debt Securities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Available-for-Sale, Amortized Cost    
Due after one year through five years $ 921  
Due after five years through ten years 912  
Due after ten years 8,392  
Amortized Cost 33,015 $ 41,195
Available-for-Sale, Fair Value    
Due after one year through five years 947  
Due after five years through ten years 918  
Due after ten years 8,965  
Fair Value 34,421 41,790
Government Mortgage-Backed Securities [Member]    
Available-for-Sale, Amortized Cost    
Amortized Cost 18,086 24,954
Available-for-Sale, Fair Value    
Fair Value 18,566 25,084
Asset-Backed Securities [Member]    
Available-for-Sale, Amortized Cost    
Amortized Cost 4,704 5,433
Available-for-Sale, Fair Value    
Fair Value $ 5,025 $ 5,500
v3.20.2
Investment Securities (Schedule of Aggregate Fair Value and Unrealized Losses of Securities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Fair Value, Less than 12 Months   $ 5,813
Unrealized Losses, Less than 12 Months   12
Fair Value, 12 Months or Longer $ 867 5,418
Unrealized Losses, 12 Months or Longer 11 59
Fair Value, Total 867 11,231
Unrealized Losses, Total 11 71
Asset-Backed Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Fair Value, Less than 12 Months   606
Unrealized Losses, Less than 12 Months   4
Fair Value, Total   606
Unrealized Losses, Total   4
Government Mortgage-Backed Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Fair Value, Less than 12 Months   5,207
Unrealized Losses, Less than 12 Months   8
Fair Value, 12 Months or Longer 867 5,418
Unrealized Losses, 12 Months or Longer 11 59
Fair Value, Total 867 10,625
Unrealized Losses, Total $ 11 $ 67
v3.20.2
Loans (Narrative) (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
contract
Sep. 30, 2020
USD ($)
contract
Sep. 30, 2019
USD ($)
contract
Dec. 31, 2019
USD ($)
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of TDR contracts | contract   10 1  
Troubled debt restructurings   $ 23,600   $ 4,200
Commercial Real Estate One [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of TDR contracts | contract   7    
Troubled debt restructurings   $ 20,100    
Commercial Real Estate One [Member] | Interest Only [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Troubled debt restructurings   $ 16,500    
Period for interest-only at reduced rate   3 years    
Commercial Real Estate One [Member] | Restructured To Amortize And Payout [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Troubled debt restructurings   $ 2,100    
Commercial Real Estate One [Member] | Restructured To Amortize And Payout [Member] | Minimum [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Pay out period   10 years    
Commercial Real Estate One [Member] | Advance For Capital Expenditures [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Troubled debt restructurings   $ 1,500    
Period for interest-only at reduced rate   3 years    
Commercial Real Estate Two [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of TDR contracts | contract   2    
Troubled debt restructurings   $ 165    
Period for interest-only at reduced rate   2 years    
Impairment analysis performed and specific reserve   $ 4    
Commercial Real Estate [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of TDR contracts | contract   9    
Commercial [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of TDR contracts | contract 0 1 1  
Troubled debt restructurings $ 1,900 $ 81 $ 1,900  
Impairment analysis performed and specific reserve   $ 1,300    
v3.20.2
Loans (Schedule of Loans) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Jun. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount $ 1,364,422   $ 975,342      
Allowance for loan losses (17,788) $ (17,158) (13,844) $ (12,437) $ (11,790) $ (11,680)
Deferred loan fees, net (5,293)   (2,212)      
Net loans 1,341,341   959,286      
Commercial Real Estate [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 426,184   418,356      
Allowance for loan losses (6,864) (6,758) (6,104) (4,945) (4,579) (4,152)
Commercial [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount [1] 582,763   451,791      
Allowance for loan losses (8,716) (7,925) (6,086) (5,648) (5,289) (5,742)
Commercial [Member] | Paycheck Protection Program [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 78,000   0      
Residential Real Estate [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 36,920   45,695      
Allowance for loan losses (196) (207) (254) (228) (231) (251)
Construction And Land Development [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 35,768   46,763      
Allowance for loan losses (579) (955) (749) (664) (649) (738)
Consumer [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 7,024   12,737      
Allowance for loan losses (744) (851) (650) (782) (928) (710)
Mortgage Warehouse [Member]            
Loans and Leases Receivable Disclosure [Line Items]            
Gross loans, amount 275,763          
Allowance for loan losses $ (689) $ (462)
[1] Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.
v3.20.2
Loans (Schedule of Allowance for Loan Losses by Portfolio Segment) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Dec. 31, 2019
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance $ 17,158 $ 11,790 $ 13,844 $ 11,680    
Charge-offs (174) (240) (926) (3,010)    
Recoveries 44 54 139 118    
Provision (credit) 760 833 4,731 3,649    
Ending balance 17,788 12,437 17,788 12,437    
Allowance for loan losses:            
Ending balance: Individually evaluated for impairment         $ 1,511 $ 1,682
Ending balance: Collectively evaluated for impairment         16,277 12,162
Total allowance for loan losses ending balance 17,158 12,437 13,844 12,437 17,788 13,844
Loans:            
Ending balance: Individually evaluated for impairment         25,815 24,663
Ending balance: Collectively evaluated for impairment         1,338,607 950,679
Total loans ending balance         1,364,422 975,342
Commercial Real Estate [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 6,758 4,579 6,104 4,152    
Charge-offs (118)    
Recoveries    
Provision (credit) 106 366 878 793    
Ending balance 6,864 4,945 6,864 4,945    
Allowance for loan losses:            
Ending balance: Individually evaluated for impairment         1,160 1,508
Ending balance: Collectively evaluated for impairment         5,704 4,596
Total allowance for loan losses ending balance 6,864 4,945 6,104 4,152 6,864 6,104
Loans:            
Ending balance: Individually evaluated for impairment         21,205 20,990
Ending balance: Collectively evaluated for impairment         404,979 397,366
Total loans ending balance         426,184 418,356
Commercial [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 7,925 5,289 6,086 5,742    
Charge-offs (78) (175) (2,223)    
Recoveries 20 7 35    
Provision (credit) 869 339 2,798 2,094    
Ending balance 8,716 5,648 8,716 5,648    
Allowance for loan losses:            
Ending balance: Individually evaluated for impairment         351 174
Ending balance: Collectively evaluated for impairment         8,365 5,912
Total allowance for loan losses ending balance 8,716 5,648 8,716 5,742 8,716 6,086
Loans:            
Ending balance: Individually evaluated for impairment         4,447 3,326
Ending balance: Collectively evaluated for impairment         578,316 448,465
Total loans ending balance [1]         582,763 451,791
Residential Real Estate [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 207 231 254 251    
Charge-offs    
Recoveries 3 4 7    
Provision (credit) (11) (6) (62) (30)    
Ending balance 196 228 196 228    
Allowance for loan losses:            
Ending balance: Collectively evaluated for impairment         196 254
Total allowance for loan losses ending balance 196 228 196 251 196 254
Loans:            
Ending balance: Individually evaluated for impairment         163 182
Ending balance: Collectively evaluated for impairment         36,757 45,513
Total loans ending balance         36,920 45,695
Construction And Land Development [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 955 649 749 738    
Charge-offs (24)    
Recoveries    
Provision (credit) (376) 15 (146) (74)    
Ending balance 579 664 579 664    
Allowance for loan losses:            
Ending balance: Collectively evaluated for impairment         579 749
Total allowance for loan losses ending balance 579 664 579 664 579 749
Loans:            
Ending balance: Individually evaluated for impairment           165
Ending balance: Collectively evaluated for impairment         35,768 46,598
Total loans ending balance         35,768 46,763
Consumer [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 851 928 650 710    
Charge-offs (96) (240) (609) (787)    
Recoveries 44 31 128 76    
Provision (credit) (55) 63 575 783    
Ending balance 744 782 744 782    
Allowance for loan losses:            
Ending balance: Collectively evaluated for impairment         744 650
Total allowance for loan losses ending balance 744 782 744 782 744 650
Loans:            
Ending balance: Collectively evaluated for impairment         7,024 12,737
Total loans ending balance         7,024 12,737
Mortgage Warehouse [Member]            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 462    
Charge-offs    
Recoveries    
Provision (credit) 227 689    
Ending balance 689 689    
Allowance for loan losses:            
Ending balance: Collectively evaluated for impairment         689  
Total allowance for loan losses ending balance 689 689 689
Loans:            
Ending balance: Collectively evaluated for impairment         275,763  
Total loans ending balance         275,763  
Unallocated            
Allowance for Loan and Lease Losses [Roll Forward]            
Beginning balance 114 1 87    
Charge-offs    
Recoveries    
Provision (credit) 56 (1) 83    
Ending balance 170 170    
Allowance for loan losses:            
Ending balance: Collectively evaluated for impairment           1
Total allowance for loan losses ending balance $ 170 $ 1 $ 87 $ 1
[1] Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.
v3.20.2
Loans (Schedule of Non-Accrual Loans and Loan Delinquencies by Portfolio Segment) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due $ 2,376 $ 23,268
Total Current 1,362,046 952,074
Total loans ending balance 1,364,422 975,342
Non-accrual Loans 25,206 5,827
30 - 59 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 576 1,828
60 - 89 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 425 18,553
90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 1,375 2,887
Commercial Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 205 20,097
Total Current 425,979 398,259
Total loans ending balance 426,184 418,356
Non-accrual Loans 19,834 1,701
Commercial Real Estate [Member] | 30 - 59 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due   473
Commercial Real Estate [Member] | 60 - 89 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 205 18,256
Commercial Real Estate [Member] | 90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due   1,368
Commercial [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 463 1,098
Total Current 582,300 450,693
Total loans ending balance [1] 582,763 451,791
Non-accrual Loans 4,155 2,955
Commercial [Member] | 30 - 59 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 172 529
Commercial [Member] | 60 - 89 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due   85
Commercial [Member] | 90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 291 484
Residential Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 1,536 1,701
Total Current 35,384 43,994
Total loans ending balance 36,920 45,695
Non-accrual Loans 1,166 969
Residential Real Estate [Member] | 30 - 59 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 327 715
Residential Real Estate [Member] | 60 - 89 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 176 154
Residential Real Estate [Member] | 90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 1,033 832
Construction And Land Development [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due   165
Total Current 35,768 46,598
Total loans ending balance 35,768 46,763
Non-accrual Loans   165
Construction And Land Development [Member] | 90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due   165
Consumer [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 172 207
Total Current 6,852 12,530
Total loans ending balance 7,024 12,737
Non-accrual Loans 51 37
Consumer [Member] | 30 - 59 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 77 111
Consumer [Member] | 60 - 89 Days    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 44 58
Consumer [Member] | 90 Days or More Past Due    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Past Due 51 $ 38
Mortgage Warehouse [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Current 275,763  
Total loans ending balance $ 275,763  
[1] Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.
v3.20.2
Loans (Schedule of Impaired Loans) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
With no related allowance recorded:          
Recorded Investment $ 1,717   $ 1,717   $ 3,765
Unpaid Principal Balance 1,725   1,725   4,174
Average Recorded Investment 1,900 $ 5,037 2,075 $ 5,389  
Interest Income Recognized 33 29 76 80  
With an allowance recorded:          
Recorded Investment 24,098   24,098   20,898
Unpaid Principal Balance 24,834   24,834   21,006
Related Allowance 1,511   1,511   1,682
Average Recorded Investment 24,532 1,927 25,149 3,133  
Interest Income Recognized 1   254    
Total          
Recorded Investment 25,815   25,815   24,663
Unpaid Principal Balance 26,559   26,559   25,180
Related Allowance 1,511   1,511   1,682
Average Recorded Investment 26,432 6,964 27,224 8,522  
Interest Income Recognized 34 29 330 80  
Commercial Real Estate [Member]          
With no related allowance recorded:          
Recorded Investment 1,209   1,209   2,070
Unpaid Principal Balance 1,209   1,209   2,082
Average Recorded Investment 1,383 2,420 1,455 2,442  
Interest Income Recognized 28 15 56 45  
With an allowance recorded:          
Recorded Investment 19,996   19,996   18,920
Unpaid Principal Balance 20,190   20,190   18,921
Related Allowance 1,160   1,160   1,508
Average Recorded Investment 20,354   20,695    
Interest Income Recognized 1   253    
Total          
Recorded Investment 21,205   21,205   20,990
Unpaid Principal Balance 21,399   21,399   21,003
Related Allowance 1,160   1,160   1,508
Average Recorded Investment 21,737 2,420 22,150 2,442  
Interest Income Recognized 29 15 309 45  
Commercial [Member]          
With no related allowance recorded:          
Recorded Investment 345   345   1,348
Unpaid Principal Balance 353   353   1,745
Average Recorded Investment 354 2,119 373 2,397  
Interest Income Recognized 4 7 14 20  
With an allowance recorded:          
Recorded Investment 4,102   4,102   1,978
Unpaid Principal Balance 4,644   4,644   2,085
Related Allowance 351   351   174
Average Recorded Investment 4,178 1,927 4,454 3,133  
Interest Income Recognized     1    
Total          
Recorded Investment 4,447   4,447   3,326
Unpaid Principal Balance 4,997   4,997   3,830
Related Allowance 351   351   174
Average Recorded Investment 4,532 4,046 4,827 5,530  
Interest Income Recognized 4 7 15 20  
Residential Real Estate [Member]          
With no related allowance recorded:          
Recorded Investment 163   163   182
Unpaid Principal Balance 163   163   182
Average Recorded Investment 163 282 164 334  
Interest Income Recognized 1 7 6 15  
Total          
Recorded Investment 163   163   182
Unpaid Principal Balance 163   163   182
Average Recorded Investment 163 282 164 334  
Interest Income Recognized $ 1 7 6 15  
Construction And Land Development [Member]          
With no related allowance recorded:          
Recorded Investment         165
Unpaid Principal Balance         165
Average Recorded Investment   216 83 216  
Total          
Recorded Investment         165
Unpaid Principal Balance         $ 165
Average Recorded Investment   $ 216 $ 83 $ 216  
v3.20.2
Loans (Schedule of Troubled Debt Restructurings) (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
contract
Sep. 30, 2020
USD ($)
contract
Sep. 30, 2019
USD ($)
contract
Financing Receivable, Troubled Debt Restructuring [Line Items]      
Number of Contracts | contract   10 1
Pre- Modification Outstanding Recorded Investment   $ 18,892 $ 1,963
Post-Modification Outstanding Recorded Investment   $ 20,392 $ 1,963
Commercial Real Estate [Member]      
Financing Receivable, Troubled Debt Restructuring [Line Items]      
Number of Contracts | contract   9  
Pre- Modification Outstanding Recorded Investment   $ 18,811  
Post-Modification Outstanding Recorded Investment   $ 20,311  
Commercial [Member]      
Financing Receivable, Troubled Debt Restructuring [Line Items]      
Number of Contracts | contract 0 1 1
Pre- Modification Outstanding Recorded Investment   $ 81 $ 1,963
Post-Modification Outstanding Recorded Investment   $ 81 $ 1,963
v3.20.2
Loans (Schedule of Loans by Risk Rating and Portfolio Segment) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Financing Receivable, Recorded Investment [Line Items]    
Total Loans $ 1,364,422 $ 975,342
Pass [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 1,260,813 875,891
Special Mention [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 31,825 15,980
Substandard [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 29,302 26,418
Not Formally Rated [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 42,482 57,053
Commercial Real Estate [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 426,184 418,356
Commercial Real Estate [Member] | Pass [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 393,589 396,217
Commercial Real Estate [Member] | Special Mention [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 12,761 1,936
Commercial Real Estate [Member] | Substandard [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 19,834 20,203
Commercial [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans [1] 582,763 451,791
Commercial [Member] | Pass [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 555,693 433,076
Commercial [Member] | Special Mention [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 19,064 14,044
Commercial [Member] | Substandard [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 8,006 4,671
Residential Real Estate [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 36,920 45,695
Residential Real Estate [Member] | Substandard [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 1,462 1,379
Residential Real Estate [Member] | Not Formally Rated [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 35,458 44,316
Construction And Land Development [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 35,768 46,763
Construction And Land Development [Member] | Pass [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 35,768 46,598
Construction And Land Development [Member] | Substandard [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans   165
Consumer [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 7,024 12,737
Consumer [Member] | Not Formally Rated [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 7,024 $ 12,737
Mortgage Warehouse [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans 275,763  
Mortgage Warehouse [Member] | Pass [Member]    
Financing Receivable, Recorded Investment [Line Items]    
Total Loans $ 275,763  
[1] Includes $78.0 million in PPP loans at September 30, 2020. There were no PPP loans at December 31, 2019.
v3.20.2
Deposits (Schedule of Deposit Balances by Type) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Deposits [Abstract]    
NOW and demand $ 509,417 $ 369,423
Regular savings 149,797 115,593
Money market deposits 325,971 270,471
Total non-certificate accounts 985,185 755,487
Certificate accounts of $250,000 or more 15,159 15,575
Certificate accounts less than $250,000 167,890 78,843
Total certificate accounts 183,049 94,418
Total deposits $ 1,168,234 $ 849,905
v3.20.2
Borrowings (Narrative) (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2020
USD ($)
Federal Reserve Bank Of Boston's [Member]  
Federal Home Loan Bank, Advances [Line Items]  
Overnight borrowings $ 60.0
Interest rate on overnight borrowings 0.25%
Federal Home Loan Bank Of Boston [Member]  
Federal Home Loan Bank, Advances [Line Items]  
Aggregate borrowings from FHLB $ 13.5
Federal Home Loan Bank Of Boston [Member] | Minimum [Member]  
Federal Home Loan Bank, Advances [Line Items]  
Interest rates on FHLB advances ranged from 1.21%
Term of FHLB borrowings 1 year
Federal Home Loan Bank Of Boston [Member] | Maximum [Member]  
Federal Home Loan Bank, Advances [Line Items]  
Interest rates on FHLB advances ranged from 3.01%
Federal Home Loan Bank Of Boston [Member] | Weighted Average [Member]  
Federal Home Loan Bank, Advances [Line Items]  
Interest rates on FHLB advances ranged from 2.12%
v3.20.2
Borrowings (Schedule of Maturities of Advances from FHLB and FRB) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Borrowings [Abstract]    
2020 $ 60,000  
2023 8,500  
Thereafter 5,000  
Total $ 73,500 $ 24,998
v3.20.2
Fair Value Measurements (Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) $ 34,421 $ 41,790
State And Municipal Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 10,830 11,206
Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 5,025 5,500
Government Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 18,566 25,084
Recurring Basis [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 34,421 41,790
Recurring Basis [Member] | State And Municipal Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 10,830 11,206
Recurring Basis [Member] | Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 5,025 5,500
Recurring Basis [Member] | Government Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 18,566 25,084
Recurring Basis [Member] | Significant Other Observable Inputs Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 34,421 41,790
Recurring Basis [Member] | Significant Other Observable Inputs Level 2 [Member] | State And Municipal Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 10,830 11,206
Recurring Basis [Member] | Significant Other Observable Inputs Level 2 [Member] | Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) 5,025 5,500
Recurring Basis [Member] | Significant Other Observable Inputs Level 2 [Member] | Government Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in available-for-sale securities (at fair value) $ 18,566 $ 25,084
v3.20.2
Fair Value Measurements (Schedule of Assets Measured at Fair Value on a Nonrecurring Basis) (Details) - Nonrecurring Basis [Member] - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans $ 3,909 $ 2,020
Significant Unobservable Inputs Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans 3,909 2,020
Commercial Real Estate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans 158 215
Commercial Real Estate [Member] | Significant Unobservable Inputs Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans 158 215
Commercial [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans 3,751 1,805
Commercial [Member] | Significant Unobservable Inputs Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Impaired loans $ 3,751 $ 1,805
v3.20.2
Fair Value Measurements (Schedule of Valuation Methodology and Unobservable Inputs for Level 3 Assets Measured at Fair Value on a Nonrecurring Basis) (Details) - Nonrecurring Basis [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value $ 3,909 $ 2,020
Significant Unobservable Inputs Level 3 [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value 3,909 2,020
Commercial Real Estate [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value 158 215
Commercial Real Estate [Member] | Significant Unobservable Inputs Level 3 [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value $ 158 $ 215
Commercial Real Estate [Member] | Significant Unobservable Inputs Level 3 [Member] | Minimum [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Percentage of valuation technique 6.00% 6.00%
Commercial Real Estate [Member] | Significant Unobservable Inputs Level 3 [Member] | Maximum [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Percentage of valuation technique 10.00% 10.00%
Commercial [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value $ 3,751 $ 1,805
Commercial [Member] | Significant Unobservable Inputs Level 3 [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Impaired loans Fair Value $ 3,751 $ 1,805
v3.20.2
Fair Value Measurements (Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments, Held or Issued for Purposes Other Than Trading) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Dec. 31, 2018
Financial assets:        
Cash and cash equivalents $ 47,444 $ 59,658 $ 38,967 $ 28,613
Available-for-sale debt securities 34,421 41,790    
Federal Home Loan Bank of Boston stock 895 1,416    
Loans, net 1,341,341 959,286    
Accrued interest receivable 6,118 2,854    
Financial liabilities:        
Deposits 1,168,234 849,905    
Borrowings 73,500 24,998    
Carrying Amount [Member]        
Financial assets:        
Cash and cash equivalents 47,444 59,658    
Available-for-sale debt securities 34,421 41,790    
Federal Home Loan Bank of Boston stock 895 1,416    
Loans, net 1,341,341 959,286    
Accrued interest receivable 6,118 2,854    
Financial liabilities:        
Deposits 1,168,234 849,905    
Borrowings 73,500 24,998    
Fair Value [Member]        
Financial assets:        
Cash and cash equivalents 47,444 59,658    
Available-for-sale debt securities 34,421 41,790    
Loans, net 1,352,938 958,270    
Accrued interest receivable 6,118 2,854    
Financial liabilities:        
Deposits 1,168,962 850,774    
Borrowings 74,132 25,351    
Quoted Prices In Active Markets For Identical Assets Level 1 [Member] | Fair Value [Member]        
Financial assets:        
Cash and cash equivalents 47,444 59,658    
Significant Other Observable Inputs Level 2 [Member] | Fair Value [Member]        
Financial assets:        
Available-for-sale debt securities 34,421 41,790    
Accrued interest receivable 6,118 2,854    
Financial liabilities:        
Deposits 1,168,962 850,774    
Borrowings 74,132 25,351    
Significant Unobservable Inputs Level 3 [Member] | Fair Value [Member]        
Financial assets:        
Loans, net $ 1,352,938 $ 958,270    
v3.20.2
Regulatory Capital (Narrative) (Details)
$ in Billions
 9 Months Ended
Sep. 30, 2020
Jan. 01, 2020
USD ($)
Dec. 31, 2019
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]      
Common equity Tier 1 ("CETI") capital ratio 0.045%   0.045%
Minimum Tier 1 capital to risk-weighted assets ratio 0.060   0.060
Minimum total capital to risk-weighted assets ratio 0.080   0.080
Minimum Tier 1 leverage ratio 0.040   0.040
CETI capital ratio 0.065%   0.065%
Tier 1 ratio 0.080   0.080
Total risk based capital ratio 0.10   0.100
Tier 1 leverage ratio 0.05%    
Capital conservation buffer above required capital ratios in beginning January 1, 2016 2.50%    
Growth Act [Member] | Minimum [Member]      
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]      
CBLR leverage ratio   9.00%  
Growth Act [Member] | Maximum [Member]      
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]      
CBLR total consolidated assets   $ 10  
v3.20.2
Regulatory Capital (Schedule of Bank's Actual Capital Amounts and Ratios) (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Regulatory Capital [Abstract]    
Total Capital (to Risk Weighted Assets), Actual, Amount $ 194,114 $ 181,135
Total Capital (to Risk Weighted Assets), Actual, Ratio 0.1429 0.1762
Total Capital (to Risk Weighted Assets), For Capital Adequacy Purposes, Amount $ 108,677 $ 82,238
Total Capital (to Risk Weighted Assets), For Capital Adequacy Purposes, Ratio 0.080 0.080
Total Capital (to Risk Weighted Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount $ 135,847 $ 102,798
Total Capital (to Risk Weighted Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio 0.10 0.100
Tier 1 Capital (to Risk Weighted Assets), Actual Capital, Amount $ 177,124 $ 168,273
Tier 1 Capital (to Risk Weighted Assets), Actual Capital, Ratio 0.1304 0.1637
Tier 1 Capital (to Risk Weighted Assets), For Capital Adequacy Purposes, Amount $ 81,508 $ 61,679
Tier 1 Capital (to Risk Weighted Assets), For Capital Adequacy Purposes, Ratio 0.060 0.060
Tier 1 Capital (to Risk Weighted Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount $ 108,677 $ 82,238
Tier 1 Capital (to Risk Weighted Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio 0.080 0.080
Common Equity Tier 1 Capital to Risk-Weighted Assets, Actual Capital, Amount $ 177,124 $ 168,273
Common Equity Tier 1 Capital to Risk-Weighted Assets, Actual Capital, Ratio 0.1304 0.1637
Common Equity Tier 1 Capital to Risk-Weighted Assets, For Capital Adequacy Purposes, Amount $ 61,131 $ 46,259
Common Equity Tier 1 Capital (to Risk Weighted Assets), For Capital Adequacy Purposes, Ratio 0.045% 0.045%
Common Equity Tier 1 Capital to Risk-Weighted Assets, To be Well Capitalized Under Prompt Corrective Action Provisions, Amount $ 88,300 $ 66,819
Common Equity Tier 1 Capital (to Risk Weighted Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio 0.065% 0.065%
Tier 1 Capital (to Average Assets), Actual Capital, Amount $ 177,124 $ 168,273
Tier 1 Capital (to Average Assets), Actual Capital, Ratio 0.1261 0.1518
Tier 1 Capital (to Average Assets), For Capital Adequacy Purposes, Amount $ 56,187 $ 44,352
Tier 1 Capital (to Average Assets), For Capital Adequacy Purposes, Ratio 0.040 0.040
Tier 1 Capital (to Average Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount $ 70,234 $ 55,440
Tier 1 Capital (to Average Assets), To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio 0.050 0.050
v3.20.2
Employee Stock Ownership Plan (Narrative) (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 17, 2019
$ / shares
shares
Oct. 16, 2019
USD ($)
$ / shares
shares
Oct. 15, 2019
USD ($)
shares
Sep. 30, 2020
USD ($)
shares
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
shares
Sep. 30, 2019
USD ($)
Dec. 31, 2019
shares
ESOP shares | shares       1,538,868   1,538,868   1,538,868
ESOP payable term   15 years            
Additional amount funded | $   $ 8,200            
ESOP prime rate percentage               4.75%
Purchase by ESOP (in shares) | shares   816,992            
Purchase by ESOP (in dollars per share) | $ / shares   $ 10.00            
Purchase by ESOP, as a percentage of shares sold in the Company's second-step offering   8.00%            
Average price of unallocated shares | $ / shares $ 8.20              
Number of shares committed to be released per year through 2033 | shares 89,757              
Fair value of unallocated shares | $       $ 9,400   $ 9,400    
Exchange ratio       2.0212 2.0212 2.0212 2.0212  
Compensation expense | $       $ 177 $ 159 $ 621 $ 440  
Old Provident [Member]                
ESOP shares | shares     721,876          
Initial stock offering | $     $ 3,600          
ESOP payable term     15 years          
v3.20.2
Employee Stock Ownership Plan (Schedule of Shares Held by the ESOP) (Details) - shares
Sep. 30, 2020
Dec. 31, 2019
Share-Based Compensation    
Allocated 282,256 192,499
Committed to be allocated 67,318 89,757
Unallocated 1,189,294 1,256,612
Total 1,538,868 1,538,868
v3.20.2
Earnings Per Common Share (Narrative) (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Earnings Per Common Share [Abstract]        
Anti-dilutive shares 195,689 8,853 65,942 14,003
v3.20.2
Earnings Per Common Share (Schedule of Earning per Share) (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
$ / shares
shares
Sep. 30, 2019
USD ($)
$ / shares
shares
Sep. 30, 2020
USD ($)
$ / shares
shares
Sep. 30, 2019
USD ($)
$ / shares
shares
Earnings Per Common Share [Abstract]        
Net Income attributable to common shareholders | $ $ 3,202 $ 3,509 $ 7,683 $ 8,258
Average number of common shares issued 19,472,310 19,521,324 19,474,495 19,523,921
Less:        
average unallocated ESOP shares (1,196,856) (516,906) (1,219,160) (531,420)
average unvested restricted stock (89,459) (144,393) (105,590) (160,263)
average treasury stock acquired   (73,333)   (73,333)
Average number of common shares outstanding to calculate basic earnings per common share [1] 18,185,995 18,786,692 18,149,745 18,758,905
Effect of dilutive unvested restricted stock and stock option awards 36,771 179,232 34,805 115,895
Average number of common shares outstanding to calculate diluted earnings per common share [1] 18,222,766 18,965,924 18,184,550 18,874,800
Earnings per common share:        
Basic (in dollars per share) | $ / shares [1] $ 0.18 $ 0.19 $ 0.42 $ 0.44
Diluted (in dollars per share) | $ / shares [1] $ 0.18 $ 0.19 $ 0.42 $ 0.44
Exchange ratio 2.0212 2.0212 2.0212 2.0212
[1] Amounts related to periods prior to the date of the Conversion (October 16, 2019) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (2.0212-to-one).
v3.20.2
Share-Based Compensation (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Stock Option [Member]        
Share-Based Compensation [Line Items]        
Options expiration period     10 years  
Vesting period (years)     3 years  
Share based compensation expenses $ 110 $ 103 $ 324 $ 304
Restricted Stock [Member]        
Share-Based Compensation [Line Items]        
Share based compensation expenses $ 147 $ 142 $ 436 $ 451
2016 Equity Incentive Plan (the "Equity Plan") [Member] | Stock Option [Member]        
Share-Based Compensation [Line Items]        
Shares reserved for future issuance 902,344   902,344  
Options expiration period     10 years  
2016 Equity Incentive Plan (the "Equity Plan") [Member] | Restricted Stock [Member]        
Share-Based Compensation [Line Items]        
Shares reserved for future issuance 360,935   360,935  
Minimum [Member]        
Share-Based Compensation [Line Items]        
Vesting period (years)     3 years  
Maximum [Member] | 2016 Equity Incentive Plan (the "Equity Plan") [Member]        
Share-Based Compensation [Line Items]        
Vesting period (years)     5 years  
v3.20.2
Share-Based Compensation (Schedule of Fair Value of Options Granted Assumptions) (Details) - Stock Option [Member]
 9 Months Ended
Sep. 30, 2020
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting period (years) 3 years
Expiration date (years) 10 years
Expected volatility 30.92%
Expected life (years) 7 years 6 months
Expected dividend yield
Risk free interest rate 1.74%
Fair value per option $ 4.60
v3.20.2
Share-Based Compensation (Schedule of Stock Option Grants Activity) (Details) - Stock Option [Member]
$ / shares in Units, $ in Thousands
 9 Months Ended
Sep. 30, 2020
USD ($)
$ / shares
shares
Stock Option Awards  
Outstanding at December 31, 2019 | shares 816,057
Granted | shares 7,293
Forfeited | shares (9,844)
Exercised | shares
Outstanding at September 30, 2020 | shares 813,506
Outstanding and expected to vest at September 30, 2020 | shares 813,506
Vested and Exercisable at September 30, 2020 | shares 470,914
Unrecognized compensation cost | $ $ 584,000
Weighted average remaining recognition period (years) 1 year 6 months 7 days
Weighted Average Exercise Price  
Outstanding at December 31, 2019 | $ / shares $ 8.93
Granted | $ / shares 12.35
Forfeited | $ / shares 8.61
Exercised | $ / shares
Outstanding at September 30, 2020 | $ / shares 8.96
Outstanding and expected to vest at September 30, 2020 | $ / shares 8.96
Vested and Exercisable at September 30, 2020 | $ / shares $ 8.77
Weighted Average Remaining Contractual Term (years)  
Outstanding at September 30, 2020 6 years 2 months 12 days
Outstanding and expected to vest at September 30, 2020 6 years 2 months 12 days
Vested and Exercisable at September 30, 2020 6 years 7 days
v3.20.2
Share-Based Compensation (Schedule of Activity in Restricted Stock Awards Under the Equity Plan) (Details) - Restricted Stock [Member]
$ / shares in Units, $ in Thousands
 9 Months Ended
Sep. 30, 2020
USD ($)
$ / shares
shares
Unvested Restricted Stock Awards  
Unvested restricted stock awards at January 1, 2020 | shares 140,019
Granted | shares 2,430
Forfeited | shares (3,938)
Vested | shares (1,965)
Unvested restricted stock awards at September 30, 2020 | shares 136,546
Unrecognized compensation cost | $ $ 769,000
Weighted average remaining recognition period (years) 1 year 5 months 23 days
Weighted Average Grant Date Price  
Unvested restricted stock awards at January 1, 2020 | $ / shares $ 9.19
Granted | $ / shares 12.35
Forfeited | $ / shares 8.61
Vested | $ / shares 13.46
Unvested restricted stock awards at September 30, 2020 | $ / shares $ 9.20
v3.20.2
Leases (Narrative) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2020
USD ($)
item
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Leases [Abstract]      
Operating right-of-use assets $ 4,297   $ 3,713
Operating lease liabilities $ 4,512   $ 3,877
Number of leases branch location | item 2    
Number of production offices | item 1    
Operating leases expense $ 228 $ 215  
v3.20.2
Leases (Schedule of Information Regarding Operating Leases) (Details)
Sep. 30, 2020
Dec. 31, 2019
Leases [Line Items]    
Weighted-average discount rate 3.54% 3.78%
Range of lease renewal options   20 years
Weighted-average remaining lease term 27 years 9 months 18 days 31 years 10 months 24 days
Minimum [Member]    
Leases [Line Items]    
Range of lease expiration dates 3 years 4 years 6 months
Range of lease renewal options 5 years  
Maximum [Member]    
Leases [Line Items]    
Range of lease expiration dates 15 years 6 months 16 years
Range of lease renewal options 20 years  
v3.20.2
Leases (Schedule of Maturities of Lease Liabilities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fiscal Year-End    
2020 $ 64  
2021 258  
2022 261  
2023 264  
2024 270  
Thereafter 6,604  
Total lease payments 7,721  
Less imputed interest (3,209)  
Total lease liabilities $ 4,512 $ 3,877
v3.20.2
Asset Purchase (Narrative) (Details) - Warehouse Lending Business [Member]
 9 Months Ended
Sep. 30, 2020
USD ($)
employee
Business Acquisition [Line Items]  
Number of employees assumed for employment contracts | employee 6
Assumption of employment contracts $ 80,000
Consideration:  
Cash 66,962,000
Recognized amounts of identifiable assets acquired:  
Loans 66,672,000
Accrued interest and fees 250,000
Premises and equipment 24,000
Other assets 16,000
Total identifiable assets $ 66,962,000