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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2020

 

or

 

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

For the transition period from ___________ to ___________

 

Commission File Number: 001-16767

 

Western New England Bancorp, Inc.  

(Exact name of registrant as specified in its charter)

 

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

 

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

 

(413) 568-1911 

(Registrant’s telephone number, including area code)

 

 

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

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒   No ☐

 

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

 

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

 

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

 

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

 

At November 3, 2020 the registrant had 25,527,199 shares of common stock, $0.01 par value, issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
     
FORWARD-LOOKING STATEMENTS i
     
PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited)
     
  Consolidated Balance Sheets – September 30, 2020 and December 31, 2019 1
     
Consolidated Statements of Net Income – Three and Nine Months Ended September 30, 2020 and 2019 2
     
Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2020 and 2019 3
 
Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended September 30, 2020 and 2019 4
     
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2020 and 2019 6
     
Notes to Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 54
     
Item 4. Controls and Procedures 54
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 55
     
Item 1A. Risk Factors 55
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 56
     
Item 3. Defaults upon Senior Securities 56
     
Item 4. Mine Safety Disclosures 56
     
Item 5. Other Information 56
     
Item 6. Exhibits 57

 

 

 

 

FORWARD–LOOKING STATEMENTS

 

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

 

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

 

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

 

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

 

changes in the interest rate environment that reduce margins;

 

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

 

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

 

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

 

changes in business conditions and inflation;

 

changes in credit market conditions;

 

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

 

changes in the securities markets which affect investment management revenues;

 

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

 

changes in technology used in the banking business;

 

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

 

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

 

our controls and procedures may fail or be circumvented;

 

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

 

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

 

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

 

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

 

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

 

i

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1: FINANCIAL STATEMENTS. 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS - UNAUDITED 

(Dollars in thousands, except share data)

 

         
   September 30,   December 31, 
   2020   2019 
ASSETS          
Cash and due from banks  $16,463   $16,640 
Federal funds sold   3,278    1,635 
Interest-bearing deposits and other short-term investments   152,371    6,466 
Cash and cash equivalents   172,112    24,741 
           
Securities available-for-sale, at fair value   191,569    227,708 
Marketable equity securities, at fair value   6,965    6,737 
Federal Home Loan Bank stock and other restricted stock, at cost   9,252    14,477 
Loans, net of allowance for loan losses of $20,692 and $14,102 at September 30, 2020 and December 31, 2019, respectively   1,953,695    1,761,932 
Premises and equipment, net   25,118    23,763 
Accrued interest receivable   7,737    5,313 
Bank-owned life insurance   72,416    71,051 
Deferred tax asset, net   8,022    9,161 
Goodwill   12,487    12,487 
Core deposit intangible   3,031    3,312 
Other assets   24,384    20,794 
Total Assets  $2,486,788   $2,181,476 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
LIABILITIES:          
Deposits:          
Non-interest-bearing  $535,176   $393,303 
Interest-bearing   1,476,115    1,284,561 
Total deposits   2,011,291    1,677,864 
           
Short-term borrowings       35,000 
Long-term debt   151,258    205,515 
Securities pending settlement   57,226     
Other liabilities   36,792    31,073 
Total liabilities   2,256,567    1,949,452 
           
SHAREHOLDERS’ EQUITY:          
Preferred stock - $0.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2020 and December 31, 2019        
Common stock - $0.01 par value, 75,000,000 shares authorized, 25,595,557 shares issued and outstanding at September 30, 2020; 26,557,981 shares issued and outstanding at December 31, 2019   256    266 
Additional paid-in capital   156,815    164,248 
Unearned compensation - ESOP   (4,141)   (4,574)
Unearned compensation - Equity Incentive Plan   (1,460)   (1,124)
Retained earnings   84,587    82,176 
Accumulated other comprehensive loss   (5,836)   (8,968)
TOTAL SHAREHOLDERS’ EQUITY   230,221    232,024 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $2,486,788   $2,181,476 

 

See accompanying notes to unaudited consolidated financial statements.

 

1

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED 

(Dollars in thousands, except per share data)

                 
   Three Months   Nine Months 
   Ended September 30,   Ended September 30, 
   2020   2019   2020   2019 
Interest and dividend income:                    
Residential and commercial real estate loans  $15,503   $15,831   $46,290   $45,948 
Commercial and industrial loans   3,786    3,195    10,582    9,269 
Consumer loans   75    85    238    254 
Debt securities, taxable   909    1,406    3,371    4,606 
Debt securities, tax-exempt   16    17    51    55 
Marketable equity securities   28    42    95    124 
Other investments   118    192    457    638 
Short-term investments   12    36    83    185 
Total interest and dividend income   20,447    20,804    61,167    61,079 
                     
Interest expense:                    
Deposits   3,190    4,454    11,243    12,790 
Long-term debt   789    1,102    2,677    3,292 
Short-term borrowings   478    720    1,612    1,942 
Total interest expense   4,457    6,276    15,532    18,024 
Net interest and dividend income   15,990    14,528    45,635    43,055 
                     
Provision for loan losses   2,725    1,275    7,275    1,675 
Net interest and dividend income after provision for loan losses   13,265    13,253    38,360    41,380 
                     
Non-interest income:                    
Service charges and fees   1,764    2,018    5,097    5,501 
Income from bank-owned life insurance   444    444    1,365    1,347 
Gain (loss) on available-for-sale securities, net   1,929    49    1,965    (12)
Unrealized (loss) gain on marketable equity securities, net   (4)   45    133    194 
Loss on interest rate swap termination   (2,353)       (2,353)    
Other income   397    55    582    270 
Total non-interest income   2,177    2,611    6,789    7,300 
                     
Non-interest expense:                    
Salaries and employees benefits   7,204    6,893    21,543    20,549 
Occupancy   1,120    975    3,359    3,144 
Furniture and equipment   421    424    1,175    1,256 
Data processing   768    710    2,190    2,077 
Professional fees   615    546    1,851    1,858 
FDIC insurance assessment   293    5    732    417 
Advertising   326    364    797    1,098 
Other expenses   2,106    1,823    5,765    5,504 
Total non-interest expense   12,853    11,740    37,412    35,903 
Income before income taxes   2,589    4,124    7,737    12,777 
Income tax provision   488    899    1,535    2,864 
 Net income   $2,101   $3,225   $6,202   $9,913 
                     
Earnings per common share:                    
Basic earnings per share  $0.08   $0.12   $0.25   $0.38 
Weighted average shares outstanding   24,945,670    25,854,040    25,145,411    26,308,580 
Diluted earnings per share  $0.08   $0.12   $0.25   $0.38 
Weighted average diluted shares outstanding   24,945,670    25,969,365    25,163,005    26,423,229 

 

 See accompanying notes to unaudited consolidated financial statements.

 

2

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED 

(Dollars in thousands)

 

                             
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
                 
Net income  $2,101   $3,225   $6,202   $9,913 
                     
Other comprehensive income (loss):                    
Unrealized (loss) gains on available-for-sale securities:                    
 Unrealized holding (loss) gains   (1,059)   1,439    3,490    9,133 
 Reclassification adjustment for net (gains) losses realized in income (1)   (1,929)   (49)   (1,965)   12 
 Unrealized losses   (2,988)   1,390    1,525    9,145 
 Tax effect   746    (350)   (367)   (2,330)
Net-of-tax amount   (2,242)   1,040    1,158    6,815 
                     
Cash flow hedges:                    
                     
Change in fair value of derivatives used for cash flow hedges   (14)   (142)   (1,254)   (1,053)

Reclassification adjustment for loss realized in income for interest rate swap termination

   2,353        2,353     
Reclassification adjustment for loss realized in interest expense (2)   257    105    674    257 
Reclassification adjustment for termination fee realized in interest expense (3)   186    269    677    799 
Unrealized gains on cash flow hedges   2,782    232    2,450    3 
Tax effect   (782)   (65)   (689)   (1)
Net-of-tax amount   2,000    167    1,761    2 
                     
Defined benefit pension plan:                    
Amortization of defined benefit plan actuarial loss(4)   99    32    296    96 
Tax effect   (28)   (10)   (83)   (28)
Net-of-tax amount   71    22    213    68 
                     
Other comprehensive income (loss)   (171)   1,229    3,132    6,885 
                     
Comprehensive income  $1,930   $4,454   $9,334   $16,798 

 

(1)

Realized gains and losses on available-for-sale securities are recognized as a component of non-interest income. The tax effects applicable to net realized gains and losses were $494,000 and $14,000 for the three months ended September 30, 2020 and 2019, respectively. The tax effects applicable to net realized gains and losses were $502,000 and $(3,000) for the nine months ended September 30, 2020 and 2019, respectively.

 

(2)

Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on short-term debt. Income tax effects associated with the reclassification adjustments were $72,000 and $30,000 for the three months ended September 30, 2020 and 2019, respectively. Income tax effects associated with the reclassification adjustments were $189,000 and $72,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

(3)

Termination fee realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term borrowings. Income tax effects associated with the reclassification adjustments were $52,000 and $76,000 for the three months ended September 30, 2020 and 2019, respectively. Income tax effects associated with the reclassification adjustments were $190,000 and $225,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

(4)

Amounts represent the reclassification of defined benefit plan amortization and have been recognized as a component of non-interest expense. Income tax effects associated with the reclassification adjustments were $28,000 and $10,000 for the three months ended September 30, 2020 and 2019, respectively. Income tax effects associated with the reclassification adjustments were $83,000 and $28,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

See accompanying notes to unaudited consolidated financial statements.

 

3

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

(Dollars in thousands, except share data)

 

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

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

(Dollars in thousands, except share data)

 

                                             
   Common Stock                               
   Shares   Par Value   Additional
Paid-in
Capital
    Unearned Compensation- ESOP    Unearned Compensation- Equity Incentive Plan    Retained Earnings    Accumulated Other Comprehensive Loss    Total 
                                         
BALANCE AT DECEMBER 31, 2018   28,393,348   $284   $182,096   $(5,171)  $(872)  $74,108   $(13,416)  $237,029 
Comprehensive income                       3,430    3,212    6,642 
Cumulative-effect adjustment due to change in accounting principle (ASU 2017-08)                            (7)   7     
Common stock held by ESOP committed to be released (88,117 shares)           60    149                209 
Share-based compensation - equity incentive plan           (45)       240            195 
Common stock repurchased   (1,555,352)   (15)   (15,432)                   (15,447)
Issuance of common stock in connection with stock option exercises   12,550        64                    64 
Issuance of common stock in connection with equity incentive plan   102,883    1    1,069        (1,070)            
Cash dividends declared and paid on common stock ($0.05 per share)                       (1,375)       (1,375)
BALANCE AT MARCH 31, 2019   26,953,429   $270   $167,812   $(5,022)  $(1,702)  $76,156   $(10,197)  $227,317 
                                         
BALANCE AT MARCH 31, 2019   26,953,429   $270   $167,812   $(5,022)  $(1,702)  $76,156   $(10,197)  $227,317 
Comprehensive income                       3,257    2,444    5,701 
Common stock held by ESOP committed to be released (88,117 shares)           61    149                210 
Share-based compensation - equity incentive plan                   198            198 
Common stock repurchased   (249,961)   (3)   (2,394)                   (2,397)
Cash dividends declared and paid on common stock ($0.05 per share)                       (1,313)       (1,313)
BALANCE AT JUNE 30, 2019   26,703,468   $267   $165,479   $(4,873)  $(1,504)  $78,100   $(7,753)  $229,716 
                                         
BALANCE AT JUNE 30, 2019   26,703,468   $267   $165,479   $(4,873)  $(1,504)  $78,100   $(7,753)  $229,716 
Comprehensive income                       3,225    1,229    4,454 
Common stock held by ESOP committed to be released (88,117 shares)           55    150                205 
Share-based compensation - equity incentive plan                   187            187 
Common stock repurchased   (141,726)   (1)   (1,283)                   (1,284)
Cash dividends declared and paid on common stock ($0.05 per share)                       (1,297)       (1,297)
BALANCE AT SEPTEMBER 30, 2019   26,561,742   $266   $164,251   $(4,723)  $(1,317)  $80,028   $(6,524)  $231,981 

 

See accompanying notes to unaudited consolidated financial statements.

 

5

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)

 

               
  

Nine Months Ended

September 30,

 
   2020   2019 
OPERATING ACTIVITIES:          
Net income  $6,202   $9,913 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan losses   7,275    1,675 
Depreciation and amortization of premises and equipment   1,560    1,579 
Accretion of purchase accounting adjustments, net   (16)   (67)
Amortization of core deposit intangible   281    282 
Net amortization of premiums and discounts on securities and mortgage loans   1,908    1,563 
Share-based compensation expense   572    580 
ESOP expense   445    624 
Net change in unrealized gains on marketable equity securities   (133)   (194)
Net (gain) loss on available-for-sale securities   (1,965)   12 
Income from bank-owned life insurance   (1,365)   (1,347)
Net change in:          
Accrued interest receivable   (2,424)   192 
Other assets   (239)   (1,825)
Other liabilities   5,114    6,443 
Net cash provided by operating activities   17,215    19,430 
           

INVESTING ACTIVITIES:

          
Securities, available for sale:          
Purchases   (70,422)   (54,138)
Proceeds from redemptions and sales   96,320    57,418 
Proceeds from calls, maturities, and principal collections   69,060    26,761 
Loan originations and principal payments, net   (199,289)   (55,312)
Redemption of Federal Home Loan Bank of Boston stock   5,225    1,631 
Purchases of premises and equipment   (3,011)   (1,001)
Proceeds from sale of premises and equipment   66    27 
Net cash used in investing activities   (102,051)   (24,614)

FINANCING ACTIVITIES:

          
Net increase in deposits   333,464    73,585 
Net change in short-term borrowings   (35,000)   (24,250)
Repayment of long-term debt   (100,639)   (58,036)
Proceeds from long-term debt   46,417    55,765 
Cash dividends paid   (3,791)   (3,985)
Common stock repurchased   (8,244)   (19,349)
Issuance of common stock in connection with stock option exercises       64 
Net cash provided by financing activities   232,207    23,794 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS:   147,371    18,610 
Beginning of period   24,741    26,789 
End of period  $172,112   $45,399 
           
Supplemental cash flow information:          
Net change in cash due to broker  $57,226   $(221)
Interest paid   15,773    18,047 
Taxes paid   6,213    3,017 

 

See the accompanying notes to unaudited consolidated financial statements.

               

6

 

 

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

SEPTEMBER 30, 2020

 

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

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

 

 

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

 

 

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

 

 

Basis of Presentation. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of September 30, 2020, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations for the year ending December 31, 2020. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

 

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report”).

 

 

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

 

 

 

7

 

 

2.  EARNINGS PER SHARE

 

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

 

Earnings per common share for the three and nine months ended September 30, 2020 and 2019 have been computed based on the following:

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
   (In thousands, except per share data) 
                 
Net income applicable to common stock  $2,101   $3,225   $6,202   $9,913 
                     
Average number of common shares issued   25,641    26,621    25,859    27,092 
Less: Average unallocated ESOP Shares   (569)   (656)   (590)   (678)
Less: Average unvested performance-based equity incentive plan shares   (126)   (111)   (123)   (106)
                     
Average number of common shares outstanding used to calculate basic earnings per common share   24,946    25,854    25,146    26,308 
                     
Effect of dilutive performance-based equity incentive plan       47        42 
Effect of dilutive stock options       68    18    73 
                     
Average number of common shares outstanding used to calculate diluted earnings per common share   24,946    25,969    25,164    26,423 
                     
Basic earnings per share  $0.08   $0.12   $0.25   $0.38 
Diluted earnings per share  $0.08   $0.12   $0.25   $0.38 
                     
Anti-dilutive shares (1)   344        344     

 

 

 

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

 

 

 

8

 

 

3.  COMPREHENSIVE INCOME (LOSS)

 

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

 

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

 

  

September 30,

2020

  

December 31,

2019

 
   (In thousands) 
         
Net unrealized gains (losses) on securities available-for-sale  $1,132   $(393)
Tax effect   (296)   71 
 Net-of-tax amount   836    (322)
           
Fair value of derivatives used for cash flow hedges       (1,773)
Termination fee on cancelled cash flow hedges   (849)   (1,526)
Total derivatives   (849)   (3,299)
Tax effect   239    928 
Net-of-tax amount   (610)   (2,371)
           
Unrecognized actuarial loss on the defined benefit plan   (8,432)   (8,728)
Tax effect   2,370    2,453 
Net-of-tax amount   (6,062)   (6,275)
           
Accumulated other comprehensive loss  $(5,836)  $(8,968)

 

 

The following table presents changes in accumulated other comprehensive loss for the periods ended September 30, 2020 and 2019 by component:

 

   Securities   Derivatives   Defined Benefit
Plan
   Accumulated
Other
Comprehensive
Loss
 
   (In thousands) 
Balance at December 31, 2018  $(7,400)  $(2,770)  $(3,246)  $(13,416)

Cumulative-effect adjustment due to change in accounting principle (ASU 2017-08) 

   7            7 
Current-period other comprehensive income   6,815    2    68    6,885 
Balance at September 30, 2019  $(578)  $(2,768)  $(3,178)  $(6,524)
                     
Balance at December 31, 2019  $(322)  $(2,371)  $(6,275)  $(8,968)
Current-period other comprehensive income   1,158    1,761    213    3,132 
Balance at September 30, 2020  $836   $(610)  $(6,062)  $(5,836)

 

 

 

9

 

 

4.  SECURITIES

 

Available-for-sale securities are summarized as follows:

                               
   September 30, 2020 
   Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
   (In thousands) 
Available-for-sale securities:                    
Debt securities:                    
Government-sponsored enterprise obligations  $4,973   $   $(23)  $4,950 
State and municipal bonds   684    3        687 
Corporate bonds   3,043        (73)   2,970 
Total debt securities   8,700    3    (96)   8,607 
                     
Mortgage-backed securities:                    
Government-sponsored mortgage-backed securities   159,151    1,640    (201)   160,590 
U.S. government guaranteed mortgage-backed securities   22,586    62    (276)   22,372 
Total mortgage-backed securities   181,737    1,702    (477)   182,962 
                     
Total available-for-sale  $190,437   $1,705   $(573)  $191,569 

 

                              
    December 31, 2019 
   Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
   (In thousands) 
Available-for-sale securities:                    
Debt securities:                    
Government-sponsored enterprise obligations  $20,150   $   $(136)  $20,014 
State and municipal bonds   2,718    95        2,813 
Corporate bonds   7,800    88    (22)   7,866 
Total debt securities   30,668    183    (158)   30,693 
                     
Mortgage-backed securities:                    
Government-sponsored mortgage-backed securities   186,236    780    (1,015)   186,001 
U.S. government guaranteed mortgage-backed securities   11,197    33    (216)   11,014 
Total mortgage-backed securities   197,433    813    (1,231)   197,015 
                     
Total available-for-sale  $228,101   $996   $(1,389)  $227,708 

 

At September 30, 2020, mortgage-backed securities with a fair value $71.7 million were pledged to secure public deposits and for other purposes as required or permitted by law.

 

10

 

 

The amortized cost and fair value of available-for-sale debt securities at September 30, 2020, by final maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations. Also, because mortgage-backed securities require periodic principal paydowns, they are not included in the maturity categories in the following maturity summary.

 

   September 30, 2020 
   Amortized Cost   Fair Value 
   (In thousands) 
Available-for-sale securities:          
Debt securities:          
Due after one year through five years  $3,727   $3,657 
Due after ten years   4,973    4,950 
Total debt securities   8,700    8,607 
Mortgage-backed securities   181,737    182,962 
 Total available-for-sale securities  $190,437   $191,569 

 

Gross realized gains and losses on sales of available-for-sale securities for the three and nine months ended September 30, 2020 and 2019 are as follows:

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
   (In thousands) 
                 
Gross gains realized  $1,944   $49   $2,187   $148 
Gross losses realized   (15)       (222)   (160)
 Net loss realized  $1,929   $49   $1,965   $(12)

 

Proceeds from the sale and redemption of available-for-sale securities amounted to $96.3 million and $57.4 million for the nine months ended September 30, 2020 and 2019, respectively.

 

Information pertaining to securities with gross unrealized losses at September 30, 2020 and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

 

   September 30, 2020 
   Less Than 12 Months   Over 12 Months 
   Gross
Unrealized
Losses
  

Fair

Value

   Gross
Unrealized
Losses
  

Fair

Value

 
   (In thousands) 
                 
Available-for-sale:                    
Government sponsored mortgage backed securities  $147   $20,043   $54   $2,164 
U.S. government guaranteed mortgage-backed securities   172    16,198    104    2,737 
Corporate bonds   73    2,970         
Government-sponsored enterprise obligations   23    4,950         
Total available-for-sale  $415   $44,161   $158   $4,901 

 

11

 

 

   December 31, 2019 
   Less Than 12 Months   Over 12 Months 
   Gross
Unrealized
Losses
  

Fair

Value

   Gross
Unrealized
Losses
  

Fair

Value

 
   (In thousands) 
                 
Available-for-sale:                    
Government-sponsored mortgage-backed securities  $122   $42,834   $893   $70,581 
U.S. government guaranteed mortgage-backed securities   13    2,783    203    4,688 
Corporate bonds   16    1,623    6    3,046 
Government-sponsored enterprise obligations   126    14,524    10    1,490 
Total available-for-sale  $277   $61,764   $1,112   $79,805 

 

During the nine months ended September 30, 2020 and year ended December 31, 2019, the Company did not record any fair value impairment charges on its investments. Management regularly reviews the portfolio for securities with unrealized losses. At September 30, 2020, management did not consider any debt securities to have other-than-temporary impairment (“OTTI”) and attributes the unrealized losses to increases in current market yields compared to the yields at the time the investments were purchased by the Company and not due to credit quality.

 

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

 

5.  LOANS AND ALLOWANCE FOR LOAN LOSSES

 

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

 

   September 30,   December 31, 
   2020   2019 
   (In thousands) 
Commercial real estate  $812,139   $816,886 
Residential real estate:          
Residential 1-4 family   608,350    597,727 
Home equity   104,019    102,517 
Commercial and industrial          
Paycheck protection program (“PPP”) loans   223,104     
Commercial and industrial   222,290    248,893 
Consumer   5,541    5,747 
Total gross loans   1,975,443    1,771,770 
Unamortized PPP loan fees   (4,810)    
Unearned premiums and deferred loan fees and costs, net   3,754    4,264 
Allowance for loan losses   (20,692)   (14,102)
Net loans  $1,953,695   $1,761,932 

 

There were no purchases of loans during the nine months ended September 30, 2020 and year ended December 31, 2019.

 

12

 

 

Loans Serviced for Others.

 

The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying consolidated balance sheets. We continue to service the loans on behalf of the participating lenders. We share with participating lenders, on a pro-rata basis, any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. At September 30, 2020 and December 31, 2019, the Company was servicing commercial loans participated out to various other institutions totaling $41.3 million and $24.2 million, respectively.

 

Residential real estate mortgages are originated by the Bank both for its portfolio and for sale into the secondary market. The Bank may sell its loans to institutional investors such as the FHLMC. Under loan sale and servicing agreements with the investor, the Bank generally continues to service the residential real estate mortgages. The Bank pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Bank retains the difference as a fee for servicing the residential real estate mortgages. The Bank capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at September 30, 2020, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model (300 PSA), weighted average internal rate of return (12.06%), weighted average servicing fee (0.25%), and net cost to service loans ($84.44 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates.

 

At September 30, 2020 and December 31, 2019, the Company was servicing residential mortgage loans owned by investors totaling $40.5 million and $48.2 million, respectively. Net service fee income of $36,000 and $52,000 was recorded for the nine months ended September 30, 2020 and 2019, respectively, and is included in service charges and fees on the consolidated statements of net income.

 

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

 

  

Three Months Ended  

September 30, 2020

  

Nine Months Ended 

September 30, 2020

 
   (In thousands) 
         
Balance at the beginning of period:  $186   $219 
Capitalized mortgage servicing rights        
Amortization   (16)   (49)
Write-down of mortgage servicing asset to fair value   (2)   (2)
Balance at the end of period  $168   $168 
Fair value at the end of period  $168   $168 

 

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

 

13

 

 

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

 

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

 

General component

 

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate (includes one-to-four family and home equity), commercial real estate, commercial and industrial, and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: trends in delinquencies and nonperforming loans; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; and national and local economic trends and industry conditions. The recent COVID-19 pandemic has put significant pressure on the local business community and increased unemployment. On March 23, 2020, the Governor of Massachusetts issued an emergency order requiring all businesses and organizations that do not provide COVID-19 essential services to close their physical workplaces and facilities to workers, customers and the public from March 24, 2020 until April 7, 2020, which was subsequently extended to May 18, 2020. The order put significant pressure on the local business community. The Company’s market area implemented a four-phase reopening plan. State and local governments are closely monitoring key public health data as the situation continues to evolve. On July 8, 2020, Massachusetts entered the first step of Phase 3 of the re-opening plan; however, on August 7, 2020, Massachusetts’ Governor Baker, indefinitely postponed the second step of Phase 3 of the plan. On September 29, 2020, Governor Baker announced that effective October 5, 2020, the Commonwealth of Massachusetts would transition to the second step of Phase 3 only in lower-risk communities. Lower-risk communities are defined as cities or towns that have not been a “red” community in any of the last three weekly Department of Public Health weekly reports. Under the final phase of the reopening plan, the “new normal,” businesses will not be allowed to resume normal operations until an effective treatment or vaccine is discovered. Because of the mandated shutdowns, a record number of individuals filed for unemployment benefits. Sectors that have been materially impacted include, but are not limited to: hospitality, retail, restaurant and food service, and fuel services. Beginning in March 2020, the Bank added a new qualitative factor category to the allowance calculation – “Economic Impact of COVID-19". The allocation of additional reserves for the COVID-19 qualitative factor at September 30, 2020 was based upon an analysis of the loan portfolio that included identifying borrowers sensitive to the shutdown (i.e. accommodation and food service, recreation, construction, manufacturing, and wholesale & retail trade) as well as a general allocation for the negative economic outlook given the record number of unemployment benefits claims during the period. In addition, on an ongoing basis, the Company has continually evaluated the loan portfolio acquired on October 24, 2016 from Chicopee Bancorp, Inc. (“Chicopee”). The acquired portfolio was initially recorded at fair value without a related allowance for loan losses. Subsequent to acquisition, there have been no indications that there has been any subsequent deterioration to the acquired portfolio. Due to the ongoing impacts and extended nature of the pandemic, during the three months ended September 30, 2020, the Company determined that it was prudent to provide an allowance for loan losses related to the acquired portfolio. Excluding the COVID-19 qualitative factor category and the allowance for the acquired loan portfolio, there were no additional changes in our policies or methodology pertaining to the general component of the allowance for loan losses during the periods presented for disclosure.

 

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

 

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

 

14

 

 

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

 

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

 

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

 

Allocated component

 

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

 

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

 

Unallocated component

 

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

 

15

 

 

An analysis of changes in the allowance for loan losses by segment for the nine months ended September 30, 2020 and 2019 is as follows:

 

   Commercial
Real Estate
   Residential
Real Estate
   Commercial and Industrial   Consumer   Unallocated   Total 
   (In thousands) 
Three Months Ended    
Balance at June 30, 2019  $5,690   $3,619   $2,960   $153   $1   $12,423 
Provision (credit)   844    312    63    81    (25)   1,275 
Charge-offs   (200)   (180)   (20)   (70)       (470)
Recoveries       26    5    13        44 
Balance at September 30, 2019  $6,334   $3,777   $3,008   $177   $(24)  $13,272 
                               
Balance at June 30, 2020  $10,271   $4,167   $3,564   $237   $14   $18,253 
Provision (credit)   2,103    117    458    50    (3)   2,725 
Charge-offs       (26)   (325)   (37)       (388)
Recoveries   58    1    37    6        102 
Balance at September 30, 2020  $12,432   $4,259   $3,734   $256   $11   $20,692 
                               
Nine Months Ended                              
Balance at December 31, 2018  $5,260   $3,556   $3,114   $135   $(12)  $12,053 
Provision (credit)   644    498    397    148    (12)   1,675 
Charge-offs   (419)   (305)   (514)   (155)       (1,393)
Recoveries   849    28    11    49        937 
Balance at September 30, 2019  $6,334   $3,777   $3,008   $177   $(24)  $13,272 
                               
Balance at December 31, 2019  $6,807   $3,920   $3,183   $203   $(11)  $14,102 
Provision (credit)   5,674    406    1,057    116    22    7,275 
Charge-offs   (107)   (135)   (544)   (96)       (882)
Recoveries   58    68    38    33        197 
Balance at September 30, 2020  $12,432   $4,259   $3,734   $256   $11   $20,692 

 

16

 

 

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

 

   Commercial
Real Estate
   Residential
Real Estate
   Commercial and Industrial   Consumer   Unallocated   Total 
   (In thousands) 
September 30, 2020                        
                         
Amount of allowance for impaired loans  $   $   $   $   $   $ 
Amount of allowance for non-impaired loans   12,432    4,259    3,734    256    11    20,692 
Total allowance for loan losses  $12,432   $4,259   $3,734   $256   $11   $20,692 
                               
Impaired loans  $11,203   $3,889   $5,599   $29   $   $20,720 
Non-impaired loans   793,577    705,993    439,048    5,512        1,944,130 
Impaired loans acquired with deteriorated credit quality   7,359    2,487    747            10,593 
Total loans  $812,139   $712,369   $445,394   $5,541   $   $1,975,443 
                               
December 31, 2019                              
                               
Amount of allowance for impaired loans  $   $   $   $   $   $ 
Amount of allowance for non-impaired loans   6,807    3,920    3,183    203    (11)   14,102 
Total allowance for loan losses  $6,807   $3,920   $3,183   $203   $(11)  $14,102 
                               
Impaired loans  $3,457   $3,575   $588   $42   $   $7,662 
Non-impaired loans   805,007    694,080    247,499    5,705        1,752,291 
Impaired loans acquired with deteriorated credit quality   8,422    2,589    806            11,817 
Total loans  $816,886   $700,244   $248,893   $5,747   $   $1,771,770 

 

17

 

 

Past Due and Non-accrual Loans.

 

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

 

   30 – 59 Days
Past Due
   60 – 89 Days
Past Due
   90 Days or
More Past Due
  

Total  

Past Due
Loans
 

  

Total  

Current Loans 

  

Total

Loans

   Non-Accrual
Loans
 
   (In thousands) 
September 30, 2020                            
                             
Commercial real estate  $651   $539   $1,459   $2,649   $809,490   $812,139   $1,846 
Residential real estate:                                   
Residential   1,490    741    748    2,979    605,371    608,350    4,848 
Home equity           117    117    103,902    104,019    281 
Commercial and industrial   228    88    600    916    221,374    222,290    2,203 
Consumer   17            17    5,524    5,541    30 

Total loans

  $2,386   $1,368   $2,924   $6,678   $1,745,661   $1,752,339   $9,208 
                                    
December 31, 2019                                   
                                    
Commercial real estate  $2,784   $1,234   $2,637   $6,655   $810,231   $816,886   $3,843 
Residential real estate:                                   
Residential   2,574    683    1,433    4,690    593,037    597,727    4,548 
Home equity   80    38    149    267    102,250    102,517    445 
Commercial and industrial   1,356    645    148    2,149    246,744    248,893    1,003 
Consumer   24        17    41    5,706    5,747    42 

Total loans

  $6,818   $2,600   $4,384   $13,802   $1,757,968   $1,771,770   $9,881 

 

Impaired Loans.

 

The following is a summary of impaired loans by class:

     
           Three Months Ended   Nine Months Ended 
   At September 30, 2020   September 30, 2020   September 30, 2020 
   Recorded
Investment
   Unpaid
Principal
Balance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 
   (In thousands) 
Impaired Loans(1):                             
Commercial real estate  $18,562   $19,911   $19,709   $169   $18,361   $369 
Residential real estate   6,052    6,754    5,728    14    5,655    53 
Home equity   324    381    384    1    413    4 
Commercial and industrial   6,346    8,753    6,072    120    3,720    196 
Consumer   29    43    32        36     
Total impaired loans  $31,313   $35,842   $31,925   $304   $28,185   $622 

 

18

 

 

           Three Months Ended   Nine Months Ended 
   At December 31, 2019   September 30, 2019   September 30, 2019 
   Recorded
Investment
   Unpaid
Principal
Balance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 
   (In thousands) 
Impaired Loans(1):                              
Commercial real estate  $11,879   $13,914   $15,558   $182   $16,542   $481 
Residential real estate   5,695    6,383    6,375    23    6,805    87 
Home equity   469    539    406        408     
Commercial and industrial   1,394    4,192    3,466    37    3,743    111 
Consumer   42    56    45        50     
Total impaired loans  $19,479   $25,084   $25,850   $242   $27,548   $679 

 

(1)

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

 

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

 

All payments received on impaired loans in non-accrual status are applied to principal. There was no interest income recognized on non-accrual impaired loans during the three and nine months ended September 30, 2020 and 2019. The Company’s obligation to fulfill the additional funding commitments on impaired loans is generally contingent on the borrower’s compliance with the terms of the credit agreement. If the borrower is not in compliance, additional funding commitments may or may not be made at the Company’s discretion. During the third quarter of 2020, we loaned an additional $350,000 for one commercial and industrial loan classified as impaired. The loan proceeds were issued to fund ongoing operations in order to facilitate the sale of the real estate to a third party. As of September 30, 2020, we have $180,000 in unadvanced funds remaining on this loan. In addition, we have committed to lend an additional $350,000 to this customer to facilitate the sale of the real estate, which is expected to occur during the fourth quarter of 2020. Payments received on performing impaired loans are recorded in accordance with the contractual terms of the loan. Interest income recognized on impaired loans during the three and nine months ended September 30, 2020 and 2019 pertained to performing TDRs and purchased impaired loans.

 

Troubled Debt Restructurings.

 

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

 

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

 

19

 

 

Loans modifications classified as TDRs during the three and nine months ended September 30, 2020 and 2019 are included in the table below.

 

   Three Months Ended   Nine Months Ended 
   September 30, 2020   September 30, 2020 
   Number of Contracts   Pre-Modification Outstanding Recorded Investment   Post-Modification Outstanding Recorded Investment   Number of Contracts   Pre-Modification Outstanding Recorded Investment   Post-Modification Outstanding Recorded Investment 
   (Dollars in thousands)   (Dollars in thousands) 
Troubled Debt Restructurings                              
Commercial Real Estate      $   $    5   $4,884   $4,884 
Commercial and Industrial   1    18    18    10    4,541    4,541 
Total   1   $18   $18    15   $9,425   $9,425 

 

   Three Months Ended   Nine Months Ended 
   September 30, 2019   September 30, 2019 
   Number of Contracts   Pre-Modification Outstanding Recorded Investment   Post-Modification Outstanding Recorded Investment   Number of Contracts   Pre-Modification Outstanding Recorded Investment   Post-Modification Outstanding Recorded Investment 
   (Dollars in thousands)   (Dollars in thousands) 
Troubled Debt Restructurings                              
Commercial Real Estate      $   $    2   $2,032   $2,032 
Commercial and Industrial               2    383    383 
Total      $   $    4   $2,415   $2,415 

 

During the three and nine months ended September 30, 2020 and 2019, no TDRs defaulted (defined as 30 days or more past due) within 12 months of restructuring. There was $440,000 in charge-offs on TDRs during the three and nine months ended September 30, 2019. There were no charge-offs on TDRs during the three and nine months ended September 30, 2020.

 

20

 

 

Loans Acquired with Deteriorated Credit Quality.

 

The following is a summary of loans acquired in the Chicopee Bancorp, Inc. (“Chicopee”) acquisition with evidence of credit deterioration as of September 30, 2020 and 2019.

 

    Contractual
Required
Payments
Receivable
   Cash Expected
To Be
Collected
   Non-Accretable
Discount
   Accretable
Yield
   Loans
Receivable
 
    (In thousands) 
                      
Balance at December 31, 2019   $20,689   $15,909   $4,780   $4,092   $11,817 
Collections    (1,956)   (1,431)   (525)   (241)   (1,190)
Dispositions    (300)   (255)   (45)   (221)   (34)
Balance at September 30, 2020   $18,433   $14,223   $4,210   $3,630   $10,593 
                      
    Contractual
Required
Payments
Receivable
   Cash Expected
To Be
Collected
   Non-Accretable
Discount
   Accretable
Yield
   Loans
Receivable
 
    (In thousands) 
                      
Balance at December 31, 2018   $24,793   $19,883   $4,910   $4,854   $15,029 
Collections    (2,313)   (2,187)   (126)   (487)   (1,700)
Dispositions    (242)   (242)       (199)   (43)
Balance at September 30, 2019   $22,238   $17,454   $4,784   $4,168   $13,286 

 

Credit Quality Information.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

   Commercial
Real Estate
   Residential
1-4 Family
   Home Equity   Commercial and Industrial   Consumer   Total 
   (In thousands) 
September 30, 2020                        
Pass (Rated 1 – 4)  $706,435   $602,420   $103,575   $410,141   $5,512   $1,828,083 
Special Mention (Rated 5)   76,650            18,104        94,754 
Substandard (Rated 6)   29,054    5,930    444    17,149    29    52,606 
Total  $812,139   $608,350   $104,019   $445,394   $5,541   $1,975,443 
                               
December 31, 2019                              
Pass (Rated 1 – 4)  $766,124   $591,911   $101,908   $222,847   $5,705   $1,688,495 
Special Mention (Rated 5)   23,138            2,796        25,934 
Substandard (Rated 6)   27,624    5,816    609    23,250    42    57,341 
Total  $816,886   $597,727   $102,517   $248,893   $5,747   $1,771,770 

 

 

6. GOODWILL AND OTHER INTANGIBLES

 

Goodwill.

 

At September 30, 2020 and December 31, 2019, the Company’s goodwill was related to the acquisition of Chicopee in October 2016. There was no goodwill impairment recorded during the three and nine months ended September 30, 2020 or the year ended December 31, 2019. Annually, or more frequently if events or changes in circumstances warrant such evaluation, the Company evaluates its goodwill for impairment.

 

Core Deposit Intangibles.

 

In connection with the acquisition of Chicopee, the Bank recorded a core deposit intangible of $4.5 million which is amortized over twelve years using the straight-line method. Amortization expense was $94,000 and $281,000 for the three and nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, future amortization of the core deposit intangible totaled $375,000 for each of the next five years and $1.2 million thereafter.

 

7.  SHARE-BASED COMPENSATION

 

Stock Options.

 

A summary of stock option activity for the nine months ended September 30, 2020 is presented below:

 

    Shares   Weighted
Average
Exercise Price
  

Weighted
Average
Remaining
Contractual

Term 

(in years) 

  

Aggregate
Intrinsic
Value 

(in thousands)

 
                  
Outstanding at December 31, 2019    218,214   $6.42    2.62   $695 
Exercised                 
Outstanding at September 30, 2020    218,214   $6.42    1.87   $ 
                      
Exercisable at September 30, 2020    218,214   $6.42    1.87   $ 

 

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Cash received for options exercised during the nine months ended September 30, 2019 was $64,000. There were no options exercised during the nine months ended September 30, 2020.

 

Restricted Stock Awards.

 

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

 

In January 2015, there were 48,560 shares granted under the RSA Plan. These shares vest ratably over five years. The fair market value of shares awarded are based on the market price at the grant date and recorded as unearned compensation. The shares are amortized over the applicable vesting period, with the final tranche of shares vesting in January of 2020.

 

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

 

In May 2017, there were 89,042 shares granted. Of the 89,042 shares, 55,159 shares are time-based, with 21,276 vesting in one year and 33,883 vesting ratably over a three-year period. The remaining 33,883 shares granted were performance-based and are subject to the achievement of the 2017 performance metric. Vesting is realized after a three-year period. The primary performance metric for 2017 grants was return on equity. Performance-based shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period, but will be distributed at the end of the three-year period. Eligible participants will be able to earn between 50% (“threshold” performance), 100% (“target” performance) and 150% (“maximum” performance).

 

As a result of the Tax Cuts and Jobs Act of 2017, the return on equity performance metrics were adjusted to incorporate the impact and benefits of the corporate tax rate reductions thereunder.

The original and adjusted threshold, target and maximum metrics for 2019 under the 2017 grant are as follows:

 

    Return on Equity Metrics
Performance Period
Ending
 

Original 

Threshold 

  Adjusted
Threshold
  Original
Target
  Adjusted
Target
  Original
Maximum
  Adjusted
Maximum
                         
December 31, 2019   6.50%   7.09%   7.20%   7.85%   7.90%   8.61%

 

As of December 31, 2019, the three-year performance period for the 2017 grants ended. Performance-based shares were earned based on the Company achieving the annual 2017 performance metrics adjusted threshold, target or maximum metrics at the end of each year of the three-year performance period. Of the original 33,883 performance-based shares granted in 2017, 15,898 performance-based shares vested and were issued to eligible recipients, while 17,985 shares were forfeited in February of 2020. Shares forfeited become available for reissuance under future grants.

 

In January 2018, there were 83,812 shares granted. Of the 83,812 shares, 50,852 shares were time-based, with 17,908 vesting in one year and 32,944 vesting ratably over a three-year period. The remaining 32,960 shares granted are performance-based and are subject to the achievement of the 2018 performance metric. The primary performance metric for 2018 grants was return on equity. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period, but will be distributed at the end of the three-year period.

 

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The threshold, target and stretch metrics under the 2018 grant are as follows:

 

    Return on Equity Metrics
Performance Period Ending   Threshold   Target   Stretch
             
December 31, 2019   6.85%   7.35%   7.75%
December 31, 2020   7.40%   7.90%   8.30%

 

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

 

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

 

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

 

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

 

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

 

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

 

    Return on Equity Metrics
Performance Period Ending   Threshold   Target   Stretch
             
December 31, 2020   5.00%   5.48%   6.00%
December 31, 2021   5.62%   6.24%   6.86%
December 31, 2022   6.29%   6.99%   7.69%

 

    Earnings Per Share Metrics
Performance Period Ending   Threshold   Target   Stretch
             
Three-year Cumulative Diluted Earnings Per Share   $1.50   $1.65   $1.80

 

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

 

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

 

At September 30, 2020, there were an additional 25,927 shares available for future grants under the RSA Plan.

 

A summary of the status of restricted stock awards at September 30, 2020 and 2019 is presented below:

 

    Shares   Weighted Average
Grant Date Fair Value
 
Balance at December 31, 2019    172,866   $10.07 
 Shares granted    101,408    9.11 
 Shares forfeited    (16,803)   10.15 
 Shares vested    (41,894)   9.54 
 Shares reissued    18,645    9.11 
Balance at September 30, 2020    234,222   $9.67 
            
      Shares     Weighted Average
Grant Date Fair Value
 
Balance at December 31, 2018    155,712   $9.87 
 Shares granted    108,718    9.77 
 Shares vested    (53,465)   8.75 
Shares forfeited    (1,842)   9.77 
Balance at September 30, 2019    209,123   $10.11 

 

We recorded total expense for restricted stock awards of $572,000 and $580,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

8.  SHORT-TERM BORROWINGS AND LONG-TERM DEBT

 

As a member of the FHLB, the Bank has the potential capacity to borrow an amount up to the value of its discounted qualified collateral. Borrowings from the FHLB are secured by certain securities from the Company’s investment portfolio not otherwise pledged as well as certain residential real estate and commercial real estate loans. Borrowings from the Federal Reserve Bank (“FRB”) Discount Window are secured by certain securities from the Company’s investment portfolio not otherwise pledged.

 

FHLB advances with an original maturity of less than one year totaled $35.0 million at December 31, 2019 with a weighted average rate of 1.86%, while at September 30, 2020, there were no FHLB advances with a maturity of less than one year outstanding. At September 30, 2020, based on qualifying collateral less outstanding advances, the Bank had the capacity to borrow up to approximately $325.3 million from the FHLB.

 

In addition, at September 30, 2020 and December 31, 2019, the Company had an available Ideal Way line of credit with the FHLB for up to $9.5 million. Interest on this line of credit is payable at a rate determined and reset by the FHLB on a daily basis. The outstanding principal is due daily and the portion not repaid will be automatically renewed. At September 30, 2020 and December 31, 2019, there were no advances outstanding under this line.

 

The Bank also had a line of credit in the amount up to $15.0 million with a correspondent bank at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2020 and 2019. We also had a $50.0 million line of credit with another correspondent bank at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2020 and 2019. As of September 30, 2020, we also have an available line of credit of $18.3 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2020 or December 31, 2019.

 

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At September 30, 2020, we had $151.3 million in long-term debt with the FHLB, compared to $205.5 million in long-term debt with the FHLB at December 31, 2019. In addition, during the second quarter of 2020, in order to fund a portion of the Bank’s PPP loan originations, the Bank borrowed $26.4 million, or 12.0% of the PPP loans, from the Federal Reserve Bank’s PPP Loan Facility (“PPPLF”), which carried a rate of 0.35% fixed for two years with interest due at maturity. The Bank pledged eligible PPP loans as collateral for the borrowings. In July of 2020, the Bank repaid the $26.4 million in PPPLF funding utilizing excess liquidity on hand.

 

9.  PENSION BENEFITS

 

We provide a defined benefit pension plan for eligible employees (the “Plan”). Employees must work a minimum of 1,000 hours per year to be eligible for the Plan. Eligible employees become vested in the Plan after five years of service. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code of 1986, as amended. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2020. No contributions have been made to the plan for the nine months ended September 30, 2020. The pension plan assets are invested in various pooled separate investment accounts offered by Principal Life Insurance Company, a division of Principal Financial Group, who is the Custodian of the Plan (the “Custodian”). The Plan is administered by an officer of Westfield Bank. On September 30, 2016, we effected a soft freeze on the Plan and therefore no new participants will be included in the Plan after such effective date.

 

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

 

                             
   Three Months Ended   Nine Months Ended, 
   September 30,   September 30, 
   2020   2019   2020   2019 
   (In thousands) 
Service cost  $357   $274   $1,066   $822 
Interest cost   293    284    870    852 
Expected return on assets   (382)   (308)   (1,146)   (924)
Amortization of actuarial loss   99    32    296    96 
Net periodic pension cost  $367   $282   $1,086   $846 

 

 

10.  DERIVATIVES AND HEDGING ACTIVITIES

 

Risk Management Objective of Using Derivatives.

 

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

 

The following table presents information about interest rate swaps at September 30, 2020 and December 31, 2019:

 

September 30, 2020  Notional   Weighted Average   Weighted Average Rate   Estimated Fair 
   Amount   Maturity   Receive   Pay   Value 
   (In thousands)   (In years)           (In thousands) 
Non-hedging derivatives:                         
Loan-level swaps – dealer  $13,599    12.7    1.98%   3.75%  $(1,808)
Loan-level swaps – borrower   13,599    12.7    3.75%   1.98%   1,808 
Forward starting loan-level swaps - dealer   22,390    11.8              (335)
Forward starting loan-level swaps - borrower   22,390    11.8              335 
 Total  $71,978                  $0 

 

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December 31, 2019  Notional   Weighted Average   Weighted Average Rate   Estimated Fair 
   Amount   Maturity   Receive   Pay   Value 
   (In thousands)   (In years)           (In thousands) 
Cash flow hedges:                         
Interest rate swaps on FHLB borrowings  $35,000    2.7    1.89%   3.54%  $(1,798)
Non-hedging derivatives:                         
Loan-level swaps – dealer   6,484    13.2    3.45%   3.79%   (149)
Loan-level swaps – borrower   6,484    13.2    3.79%   3.45%   149 
 Total  $47,968                  $(1,798)

 

At September 30, 2020, the Company had $72.0 million in derivatives designated as non-hedging instruments, compared to $35.0 million in derivatives designated as hedging instruments and $13.0 million in derivatives designated as non-hedging instruments at December 31, 2019. The Company had no derivatives designated as cash flow hedges at September 30, 2020.

 

Cash Flow Hedges of Interest Rate Risk.

 

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

 

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

 

Non-hedging Derivatives.

 

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

 

Fair Values of Derivative Instruments on the Balance Sheet.

 

The table below presents the fair value of our derivative financial instruments designated as hedging and non-hedging instruments as well as our classification on the balance sheet as of September 30, 2020 and December 31, 2019.

 

 September 30, 2020  Asset Derivatives    Liability Derivatives  
   Balance Sheet
Location
  Fair Value   Balance Sheet
Location
  Fair Value 
   (In thousands)
               
Derivatives not designated as hedging instruments:                
Interest rate swap – with customers  Other Assets  $2,143      $ 
Interest rate swap – with counterparties         Other Liabilities   2,143 
Total derivatives not designated as hedging instruments     $2,143      $2,143 

 

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 December 31, 2019  Asset Derivatives    Liability Derivatives  
   Balance Sheet
Location
  Fair Value   Balance Sheet
Location
  Fair Value 
   (In thousands)
               
Derivatives designated as hedging instruments:                
Interest rate swaps – cash flow hedge   Other Assets  $   Other Liabilities  $1,798 
Total derivatives designated as hedging instruments     $      $1,798 
Derivatives not designated as hedging instruments:                
Interest rate swap – with customers  Other Assets  $149      $ 
Interest rate swap – with counterparties         Other Liabilities   149 
Total derivatives not designated as hedging instruments     $149      $149 

 

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

 

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

 

   Amount of Gain (Loss) Recognized in OCI on Derivative 
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2020   2019   2020   2019 
    (In thousands) 
                     
Interest rate swaps  $(14)  $(142)  $(1,254)  $(1,053)

 

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

 

   Amount of Loss Reclassified from OCI into Expense (Effective Portion) 
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2020   2019   2020   2019 
    (In thousands) 
                     
Interest rate swaps  $443   $374   $1,351   $1,056 

  

During the quarter ended September 30, 2020, the Company terminated one interest rate swap designated as a cash flow hedge prior to its respective maturity date. The net loss reclassified into earnings totaled $2.4 million for the quarter ended September 30, 2020. This loss was immediately recognized into earnings as the forecasted transaction will not occur.

 

During the next 12 months, we estimate that $590,000 will be reclassified as an increase in interest expense.

 

Credit-risk-related Contingent Features.

 

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

 

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

 

At September 30, 2020 and December 31, 2019, we had a net liability position of $2.1 million and $1.8 million with our counterparties, respectively. As of September 30, 2020, we had minimum collateral posting thresholds with certain of our derivative counterparties and $2.3 million in cash posted as collateral against our obligations under these agreements. If we had breached any of these provisions at September 30, 2020, we could have been required to settle our obligations under the agreements at the termination value. 

 

11.  FAIR VALUE OF ASSETS AND LIABILITIES

 

Determination of Fair Value.

 

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

 

Fair Value Hierarchy.

 

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

 

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

 

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

 

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

 

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

 

Securities Available-for-sale.

 

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

 

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Interest Rate Swaps.

 

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

 

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

 

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

                 
   September 30, 2020 
   Level 1   Level 2   Level 3   Total 
Assets:  (In thousands) 
Securities available-for-sale  $   $191,569   $   $191,569 
Marketable equity securities   6,965            6,965 
Interest rate swaps       2,143        2,143 
Total assets  $6,965   $193,712   $   $200,677 
                     
Liabilities:                    
Interest rate swaps  $   $2,143   $   $2,143 
                     

 

                           
   December 31, 2019 
   Level 1   Level 2   Level 3   Total 
Assets:  (In thousands) 
Securities available-for-sale  $   $227,708   $   $227,708 
Marketable equity securities   6,737            6,737 
Interest rate swaps       149        149 
Total assets  $6,737   $227,857   $   $234,594 
                     
Liabilities:                    
Interest rate swaps  $   $1,947   $   $1,947 

 

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

 

We may also be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related assets at September 30, 2020 and December 31, 2019. Total losses for the three and nine months ended September 30, 2020 and 2019, respectively, represent the change in carrying value as a result of fair value adjustments related to assets still held at the periods indicated.

 

   At   Three Months Ended   Nine Months Ended 
   September 30, 2020   September 30, 2020   September 30, 2020 
               Total   Total 
   Level 1   Level 2   Level 3   Losses   Losses 
   (In thousands)         
Impaired Loans  $   $   $151   $13   $119 
                          
   At   Three Months Ended   Nine Months Ended 
   December 31, 2019   September 30, 2019   September 30, 2019 
                  Total   Total 
   Level 1   Level 2   Level 3   Losses   Losses 
   (In thousands)           
Impaired Loans  $   $   $1,836   $380   $1,077 

 

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The amount of impaired loans represents the carrying value, and net of the related write-down or valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses. There were no liabilities measured at fair value on a non-recurring basis at September 30, 2020 and December 31, 2019.

 

Summary of Fair Values of Financial Instruments.

 

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

 

                                 
   September 30, 2020 
   Carrying Value   Fair Value 
       Level 1   Level 2   Level 3   Total 
   (In thousands) 
Assets:                    
Cash and cash equivalents  $172,112   $172,112   $   $   $172,112 
Securities available-for-sale   191,569        191,569        191,569 
Marketable equity securities   6,965    6,965            6,965 
Federal Home Loan Bank of Boston and other restricted stock   9,252            9,252    9,252 
Loans - net   1,953,695            1,942,727    1,942,727 
Accrued interest receivable   7,737            7,737    7,737 
Mortgage servicing rights   168        168        168 
Derivative assets   2,143        2,143        2,143 
                          
Liabilities:                         
Deposits   2,011,291            2,014,366    2,014,366 
Long-term debt   151,258        152,568        152,568 
Accrued interest payable   284            284    284 
Derivative liabilities   2,143        2,143        2,143 
                          

 

                                 
   December 31, 2019 
   Carrying Value   Fair Value 
       Level 1   Level 2   Level 3   Total 
   (In thousands) 
Assets:                         
Cash and cash equivalents  $24,741   $24,741   $   $   $24,741 
Securities available-for-sale   227,708        227,708        227,708 
Marketable equity securities   6,737    6,737            6,737 
Federal Home Loan Bank of Boston and other restricted stock   14,477            14,477    14,477 
Loans - net   1,761,932            1,729,150    1,729,150 
Accrued interest receivable   5,313            5,313    5,313 
Mortgage servicing rights   219        345        345 
Derivative assets   149        149        149 
                          
Liabilities:                         
Deposits   1,677,864            1,679,851    1,679,851 
Short-term borrowings   35,000        35,004        35,004 
Long-term debt   205,515        205,850        205,850 
Accrued interest payable   525            525    525 
Derivative liabilities   1,947        1,947        1,947 

 

 

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12.  LEASES

 

The Company determines if an arrangement is a lease at inception. Effective in 2019, operating leases are included within other assets and other liabilities in our consolidated balance sheets. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. We have not elected the practical expedient to account for lease and non-lease components as one lease component. Additionally, the Company has elected the practical expedient whereby expired leases, existing operating lease classifications and initial direct costs will not be reassessed at inception. The Company has operating leases for certain of our banking offices and ATMs. Our leases have remaining lease terms of less than one year to eighteen years, some of which include options to extend the leases for additional five-year terms up to fifteen years.

 

The components of lease expense were as follows:

 

                 
  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2020   2019   2020   2019 
       (In thousands)     
                 
Amortization of ROU assets  $325   $244   $863   $729 
Interest on lease liabilities   74    60    197    184 
Operating lease cost  $399   $304   $1,060   $913 

 

Supplemental cash flow information related to leases was as follows:

 

         
  

Nine Months Ended

September 30,

 
   2020   2019 
   (In thousands) 
         
Cash paid for amounts included in the measurement of lease liabilities:          
 Operating cash flows from operating leases  $1,016   $878 
ROU assets obtained in exchange for lease obligations:          
Operating leases   4,211    411 

 

Supplemental balance sheet information related to leases was as follows:

 

         
  

September 30,

2020

  

December 31,

2019

 
   (In thousands) 
         
Operating lease ROU assets  $10,146   $6,795 
Operating lease liabilities  $10,236   $6,840 

 

The weighted average remaining lease term for our operating leases was 10.9 years with a weighted average discount rate of 2.83% at September 30, 2020.

 

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Maturities of the Company’s operating lease liabilities were as follows (in thousands):

      
Years Ending December 31,     
2020   $374 
2021    1,450 
2022    1,385 
2023    1,153 
2024    1,088 
Thereafter    6,638 
Total lease payments    12,088 
Less imputed interest    (1,852)
Total   $10,236 

 

 

13.  RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes and modifies the previously required disclosures relating to fair value measurements. Specifically, the ASU removes the required disclosure of amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, the valuation process for Level 3 fair value measurements and the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of a reporting period. It also modifies the required roll forward of Level 3 fair value measurements to a disclosure of any transfers into and out of Level 3, increases disclosure for investments in entities that calculate net asset value, and clarifies the measurement of uncertainty disclosure. The ASU became effective for the Company on January 1, 2020, and as this standard relates to disclosures, its adoption did not have a material impact on our consolidated financial statements.

 

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

 

Overview.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

You should read the following financial results for the three and nine months ended September 30, 2020 in the context of this strategy.

 

Net income was $2.1 million, or $0.08 diluted earnings per share, for the three months ended September 30, 2020, compared to $3.2 million, or $0.12 diluted earnings per share, for the same period in 2019. For the nine months ended September 30, 2020, net income was $6.2 million, or $0.25 diluted earnings per share, as compared to net income of $9.9 million, or $0.38 diluted earnings per share, for the same period in 2019. Both periods in 2020 were impacted by a higher provision for loan losses resulting from the COVID-19 pandemic mandated shutdowns and economic disruption that caused elevated unemployment levels and deterioration in household, business, economic and market conditions.

 

The provision for loan losses was $2.7 million and $1.3 million for the three months ended September 30, 2020 and 2019, respectively, and $7.3 million and $1.7 million for the nine months ended September 30, 2020 and 2019, respectively.

 

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Net interest income was $16.0 million and $14.5 million for the three months ended September 30, 2020 and 2019, respectively. The net interest margin was 2.81% for the three months ended September 30, 2020, compared to 2.88% for the same period in 2019. The net interest margin, on a tax-equivalent basis, was 2.83% for the three months ended September 30, 2020, compared to 2.91% for the same period in 2019. Net interest income was $45.6 million and $43.1 million for the nine months ended September 30, 2020 and 2019, respectively. The net interest margin was 2.80% and 2.90% for the nine months ended September 30, 2020 and 2019, respectively. The net interest margin, on a tax-equivalent basis, was 2.82% and 2.93% for the nine months ended September 30, 2020 and 2019, respectively.

 

CRITICAL ACCOUNTING POLICIES.

 

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

 

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2020. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2019 Annual Report.

 

RECENT DEVELOPMENTS: CORONAVIRUS PANDEMIC RESPONSE AND ACTIONS.

 

Beginning in the first quarter of 2020, we responded to the ongoing COVID-19 pandemic while prioritizing the health and safety of our community. On March 23, 2020, the Governor of Massachusetts issued an emergency order requiring all businesses and organizations that do not provide COVID-19 “essential services” to close their physical workplaces and facilities to workers, customers and the public from March 24, 2020 until April 7, 2020, which was subsequently extended to May 18, 2020. Although Massachusetts began reopening non-essential businesses in June 2020, the order put significant pressure on the local business community. 

 

As a consequence of the order, we closed our branches and started the transition to working remotely. Our drive-up windows and ATMs remained open while we continued to service our customers through scheduled appointments and online channels. On June 29, 2020, we re-opened our branch lobbies to customers under Massachusetts recommended social distancing, safety and sanitation guidelines, while still offering appointments and online channel transactions as a means of promoting social distancing where possible. On July 8, 2020, Massachusetts entered the first step of Phase 3 of the re-opening plan; however, on August 7, 2020, Massachusetts’ Governor Baker, indefinitely postponed the second step of Phase 3 of the plan. On September 29, 2020, Governor Baker announced that effective October 5, 2020, the Commonwealth of Massachusetts would transition to the second step of Phase 3 only in lower-risk communities. Lower-risk communities are defined as cities or towns that have not been a “red” community in any of the last three weekly Department of Public Health weekly reports. Under the final phase of the reopening plan, the “new normal,” businesses will not be allowed to resume normal operations until an effective treatment or vaccine is discovered.

 

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

 

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Loan Portfolio:

 

The following table provides some insight into the composition of the Bank’s loan portfolio and remaining loan modifications, excluding PPP loans, as of September 30, 2020:

 

Commercial Real Estate  % of Total
Loans (1)
   % of Bank
Risk-Based Capital
   % of
Balance
Modified (2)
 
Apartment   8.8%   63.8%   0.3%
Office   7.9%   56.9%    
Industrial   6.6%   44.7%    
Retail/Shopping   6.6%   47.6%   0.1%
Hotel   3.1%   22.3%   81.3%
Residential non-owner   2.7%   19.8%    
Auto sales   2.1%   15.1%    
Mixed-use   2.0%   14.6%   0.7%
Adult care/Assisted living   2.1%   15.3%   20.2%
College/school   1.4%   10.4%    
Auto service   0.8%   15.1%    
Gas station/convenience store   0.6%   4.6%    
Restaurant   0.6%   4.6%   2.7%
Other (3)   0.9%   6.6%   6.4%
Total commercial real estate   46.3%        6.6%

 

Commercial and Industrial Loans  % of Total
Loans (1)
   % of Bank
Risk-Based Capital
   % of
Balance
Modified (2)
 
Manufacturing   2.8%   20.3%    
Wholesale trade   2.5%   18.2%    
Specialty trade   0.9%   6.4%    
Heavy and civil engineering construction   0.8%   5.7%   2.4%
Educational services   0.6%   4.5%   0.5%
Transportation and warehouse   0.6%   4.5%   53.8%
Healthcare and social assistance   0.6%   4.3%    
Auto sales   0.4%   2.8%    
All other C&I (1)(3)   3.5%   23.3%   0.1%
Total commercial and industrial loans   12.7%        2.9%

 

36

 

 

Residential and Consumer Loans  % of Total
Loans (1)
   % of Bank
Risk-Based Capital
   % of
Balance
Modified (2)
 
Residential real estate   40.7%   294.3%   0.9%
Consumer loans   0.3%   2.3%    
Total residential and consumer loans   41.0%        0.9%

 

Total Portfolio  % of Total
Loans (1)
   % of Bank
Risk-Based Capital
   % of
Balance
Modified (2)
 
Commercial real estate   46.3%   335.4%   6.6%
Commercial and industrial   12.7%   91.8%   2.9%
Residential real estate   40.7%   294.3%   0.9%
Consumer loans   0.3%   2.3%    
Total             3.8%

 

 

(1)Excludes PPP loans of $223.1 million as of September 30, 2020.
(2)Modified balances as of September 30, 2020 (Commercial real estate loans $53.6 million; Commercial and industrial loans $6.4 million; and Residential loans $6.3 million).
(3)Other consists of multiple industries.

 

Although the Bank’s loan portfolio contains impacted sectors and the commercial real estate and residential real estate sectors represent more than 100% of the Bank’s total risk-based capital, the concentration limits remain acceptable. The Company monitors lending exposure by industry classification to determine potential risk associated with industry concentrations, if any, that could lead to additional credit loss exposure. As stated above, as a result of the COVID-19 pandemic, the Company identified sectors that have been materially impacted including, but not limited to: hospitality, transportation, retail, and restaurants and food service. These sectors potentially carry a higher level of credit risk, as many of these borrowers have incurred a significant negative impact to their businesses resulting from the governmental stay-at-home orders as well as travel limitations.

 

Paycheck Protection Program.

 

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

 

As of September 30, 2020, the Company received funding approval from the SBA for over 1,386 applications totaling $223.1 million, with processing fees amounting to $7.1 million. On June 5, 2020, the Paycheck Protection Program Flexibility Act (“Flexibility Act”) was signed into law and extended the June 30, 2020 safe harbor date to December 31, 2020. If borrowers exercise the safe harbor option and return the PPP loan proceeds before December 31, 2020, we are required to return the processing fee to the SBA. On October 8, 2020, the SBA and Treasury released a simplified PPP loan forgiveness application for loans with balances of $50,000 or less. Since April 6, 2020, the Company has originated 799 PPP loans with balances of $50,000 or less totaling $15.4 million.

 

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Loan Modifications/Troubled Debt Restructurings.

 

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

 

As a result of the COVID-19 pandemic, the Company granted deferred loan payments for impacted commercial, residential and consumer customers who have experienced financial hardship due to COVID-19. The loan payment deferrals can be up to 90 days, depending upon the financial needs of each customer. Further deferrals will be re-evaluated on a customer-by-customer basis upon the expiration of the existing deferral period. As of June 30, 2020, the deferred loan payment modifications totaled $261.0 million (525 loans), for which principal and interest payments were deferred and represented 15% of the total loan portfolio, excluding PPP loans. As of September 30, 2020, $187.3 million, or 463 loans resumed regular payments, representing a decrease of 75.0%, from 15% of total loans at June 30, 2020, to 3.8% of total loans at September 30, 2020. The remaining deferred loan payment modifications totaled $66.3 million, or 3.8% of total loans, excluding PPP loans.

 

The table below breaks out the modifications granted under the CARES Act:

 

           June 30, 2020   September 30, 2020 
             CARES Act Modifications   CARES Act Modifications 
Loan Segment(1)(2)  Total Loan
Segment
Balance at
September 30,
2020
   % of Total
Loans
   Modification
Balance
   # of Loans
Modified
  

% of
Loan
Segment

Balance 

(3)

   Modification
Balance
  

# of Loans

Modified  

  

% of
Total Loan
Segment

Balance

(4) 

 
(in millions)                                        
Commercial real estate  $812.1    46.3%  $200.0    131    24.0%  $53.6    19    6.6%
Commercial and industrial   222.3    12.7%   19.1    162    8.3%   6.4    6    2.9%
Residential real estate   712.4    40.7%   41.7    219    5.9%   6.3    25    0.9%
Consumer   5.3    0.3%   0.2    13    3.8%            
Total  $1,752.3    100.0%  $261.0    525    14.7%  $66.3    50    3.8%

 

The table below breaks out the status of the remaining modifications granted under the CARES Act as of September 30, 2020:

 

   Loans Under 1st Modification    Loans Granted 2nd Modification    Total CARES Act Modifications 
Loan Segment(1)(2) 

Modification

Balance 

   # of Loans  

% of Loan Segment

Balance

 (4) 

  

Modification

Balance 

   # of Loans  

% of
Loan
Segment

Balance

(4) 

  

Modification 

Balance

   # of Loans  

% of
Loan
Segment

Balance

(4)

 
(in millions)                                             
Commercial real estate  $17.6    9    2.2%  $36.0    10    4.4%  $53.6    19    6.6%
Commercial and industrial   0.4    3    0.2%   6.0    3    2.7%   6.4    6    2.9%
Residential real estate   1.2    5    0.2%   5.1    20    0.7%   6.3    25    0.9%
Consumer                                    
Total  $19.2    17    1.1%  $47.1    33    2.7%  $66.3    50    3.8%

 

 

(1)Excludes PPP loans and deferred fees
(2)Residential includes home equity loans and lines of credit
(3)Percentage of loan balances as of June 30, 2020
(4)Percentage of loan balances as of September 30, 2020

 

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Commercial Real Estate Loans:

 

Through June 30, 2020, the Company granted 131 commercial real estate loan modifications under the CARES Act totaling $200.0 million, representing 24.0% of total commercial real estate loans. At September 30, 2020, $141.7 million, or 121 commercial real estate loans, returned to regular payments. There are $53.6 million, or 19 commercial real estate loans, under CARES Act modification that are complying with their modified terms. Of the $53.6 million under modification, $43.9 million, or 9 loans, are hotel loans. From June 30, 2020 to September 30, 2020, we granted 13 new modifications under the CARES Act totaling $19.6 million, of which, 6 loans totaling $2.4 million have resumed principal and interest payments. Since June 30, 2020, 4 commercial real estate loans modified under the CARES Act totaling $22.5 million were paid in full.

 

Commercial and Industrial Loans:

 

Through June 30, 2020, the Company granted 162 commercial and industrial loan modifications under the CARES Act totaling $19.1 million, representing 8.3% of total commercial and industrial loans. At September 30, 2020, $10.9 million, or 140 commercial and industrial loans, returned to regular payments. There are 6 commercial and industrial loans totaling $6.4 million under CARES Act modification that are complying with their modified terms. Since June 30, 2020, 16 commercial and industrial loans modified under the CARES Act totaling $558,000 were paid in full.

 

Residential Loans:

 

Through June 30, 2020, the Company granted 219 residential loan modifications under the CARES Act totaling $41.7 million, representing 5.9% of total residential loans. At September 30, 2020, $34.5 million, or 189 residential loans returned to regular payments. At September 30, 2020, there were 25 residential loans totaling $6.3 million under CARES Act modification, all of which are complying with their modified terms. From June 30, 2020 to September 30, 2020, we granted two new modifications under the CARES Act totaling $438,000. Since June 30, 2020, 7 residential loans modified under the CARES Act totaling $1.0 million were paid in full.

 

Allowance for Loan Losses.

 

The COVID-19 pandemic materially impacted the Company’s determination of the allowance for loan losses for the nine months ended September 30, 2020. In determining the allowance for loan losses, the Company considers quantitative loss factors and a number of qualitative factors, such as underwriting policies, current economic conditions, delinquency statistics, the adequacy of the underlying collateral and the financial strength of the borrower. Beginning at the end of March 2020, a record number of Americans filed for unemployment benefits. The global pandemic could cause the Company to experience higher credit losses in its lending portfolio, reduced demand for our products and services and other negative impacts on our financial position, results of operations and prospects.

 

To appropriately reserve for the impact of the COVID-19 pandemic on the Company’s loan portfolio, the Bank added a new qualitative factor category to the allowance calculation - “Economic Impact of COVID-19” at March 31, 2020. The allocation of additional reserves for the nine months ended September 30, 2020 was based upon an analysis of the Company’s loan portfolio that included identifying borrowers sensitive to the shutdown (i.e. accommodation and food service, recreation, construction, manufacturing, and wholesale & retail trade) as well as a general allocation for the negative economic outlook as described above. The Company’s provision for loan losses was $7.3 million for the nine months ended September 30, 2020. Of the total provision, $2.3 million was related to asset quality changes, $2.5 million was related to the inclusion of the acquired loan portfolio into the general reserves, and $1.9 million was related to the addition of the COVID-19 factor to the allowance. The total increase was based on management’s evaluation of certain qualitative factors included in the determination of the allowance, primarily a result of the abrupt slowdown in commercial economic activity resulting from actions announced by the State of Massachusetts to close all non-essential businesses in the state as well as the dramatic rise in the unemployment rate. Local unemployment rates continue to trail the national averages due to the slower reopening plan for Massachusetts relative to other states. Loans demonstrating cash flow declines and borrowers sensitive to the prolonged shutdown were identified and contributed to an overall increase in reserves for the nine months ended September 30, 2020. In addition, on an ongoing basis, the Company has continually evaluated the loan portfolio acquired on October 24, 2016 from Chicopee Bancorp, Inc. (“Chicopee”). The acquired portfolio was initially recorded at fair value without a related allowance for loan losses. Subsequent to acquisition, there have been no indications that there has been any subsequent deterioration to the acquired portfolio. Due to the ongoing impacts and extended nature of the pandemic, during the three months ended September 30, 2020, the Company determined that it was prudent to provide an allowance for loan losses related to the acquired portfolio, which increased the provision by $2.5 million. The Company is continuing to monitor COVID-19’s impact on its business and its customers, however, the extent to which COVID-19 will impact its results and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures.

 

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Asset Quality.

 

Based upon an analysis of the portfolio to identify potentially impacted industries from the COVID-19 pandemic, including the downgrade of several lending relationships, specifically within the hotel portfolio, we allocated a total provision for loan losses of $7.3 million for the nine months ended September 30, 2020. Of the total provision, $2.3 million was related to asset quality changes, $2.5 million was related to the inclusion of the acquired loan portfolio into the general reserves, and $1.9 million was related to COVID-19 factors. Our allowance as a percentage of total loans, excluding PPP loans, was 1.18% at September 30, 2020 and 0.79% at December 31, 2019.

 

As mentioned above, due to the ongoing pandemic, the Company evaluated the loan portfolio acquired on October 24, 2016 from Chicopee for COVID-19 sensitive industries. The acquired portfolio was initially recorded at fair value without a related allowance for loan losses. During the three months ended September 30, 2020, the Company provided an allowance for loan losses related to the acquired portfolio, which increased the provision by $2.5 million for the nine months ended September 30, 2020. In addition, during the nine months ended September 30, 2020, special mention loans increased $68.8 million to $94.8 million at September 30, 2020, from $25.9 million at December 31, 2019. During the nine months ended September 30, 2020, we downgraded twenty lending relationships from pass-rated to special mention. Nine of these relationships, totaling $44.3 million, are in the hotel industry. The hotel industry has experienced disruption as a direct result of the negative economic impacts of the COVID-19 pandemic.

 

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2020 AND DECEMBER 31, 2019

 

At September 30, 2020, total assets were $2.5 billion, an increase of $305.3 million, or 14.0%, from December 31, 2019. During the same period, total loans increased $198.4 million, or 11.2%, securities available-for-sale decreased $36.1 million, or 15.9%, and cash and cash equivalents increased $147.4 million.

 

Total loans increased $198.4 million, or 11.2%, primarily due to a $196.5 million, or 78.9%, increase in commercial and industrial loans. Excluding PPP loans of $223.1 million, commercial and industrial loans decreased $26.6 million, or 10.7%, from December 31, 2019. Commercial real estate loans decreased $4.7 million, or 0.6%, and residential real estate loans, which include home equity loans, increased $12.1 million, or 1.7%. The decrease in commercial and industrial loans of $26.6 million, or 10.7%, was due to pay downs on existing revolving lines of credit of approximately $28.0 million, or 32.8%, from December 31, 2019 to September 30, 2020. Commercial line utilization decreased from 33% at December 31, 2019 to 20% at September 30, 2020.

 

All loans where the payments are 90 days or more in arrears as of the closing date of each month are placed on non-accrual status. If all non-accrual loans had been performing in accordance with their terms, we would have earned additional interest income of $313,000 and $826,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

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At September 30, 2020, nonperforming loans totaled $9.2 million, or 0.53% of total loans, excluding PPP loans, compared to $9.9 million, or 0.56% of total loans at December 31, 2019 and $11.1 million, or 0.63% of total loans at September 30, 2019. There were no loans 90 or more days past due and still accruing interest. Nonperforming assets to total assets, excluding PPP loans, was 0.41% at September 30, 2020, 0.45% at December 31, 2019 and 0.51% at September 30, 2019. The allowance for loan losses as a percentage of total loans, excluding PPP loans, which do not require an allowance for loan losses, was 1.18% at September 30, 2020, compared to 0.79% at December 31, 2019. At September 30, 2020, the allowance for loan losses as a percentage of nonperforming loans was 224.7%, compared to 142.7% at December 31, 2019. As previously mentioned, the increase in the allowance coverage ratio is due to the increased risks in the portfolio as a result of the ongoing COVID-19 pandemic. A summary of our non-accrual and past due loans by class are listed in Note 5 of the accompanying unaudited consolidated financial statements.

 

At September 30, 2020, total deposits were $2.0 billion, an increase of $333.4 million, or 19.9%, from December 31, 2019, primarily due to a $337.8 million, or 32.9%, increase in core deposits. Core deposits, which the Company defines as all deposits except time deposits, increased from $1.0 billion, or 61.1% of total deposits, at December 31, 2019, to $1.4 billion, or 67.8% of total deposits, at September 30, 2020. Non-interest-bearing deposits increased $141.9 million, or 36.1%, to $535.2 million, interest-bearing checking accounts increased $27.9 million, or 39.7%, to $98.1 million, savings accounts increased $35.6 million, or 28.2%, to $162.0 million, and money market accounts increased $132.4 million, or 30.4%, to $567.7 million. The increase in core deposits of $337.8 million, or 32.9%, can be attributed to the government stimulus for individuals, and lower consumer spending over the last several months, and to some degree unused PPP loan funds that may not be fully utilized at September 30, 2020.

 

Time deposits decreased $4.4 million, or 0.7%, from $652.6 million at December 31, 2019 to $648.3 million at September 30, 2020. Brokered deposits, which are included within time deposits, were $55.2 million at September 30, 2020 and $21.5 million at December 31, 2019.

 

Federal Home Loan Bank (“FHLB”) advances decreased $89.3 million, or 37.1%, from $240.5 million at December 31, 2019, to $151.3 million at September 30, 2020. The increase in low cost deposits in the second quarter provided funding for the PPP loan portfolio. The Company has access to the Paycheck Protection Program Liquidity Fund in the next two years to fund the PPP loan portfolio, if necessary. Our short-term borrowings and long-term debt are discussed in Note 8 of the accompanying consolidated financial statements.

 

At September 30, 2020, shareholders’ equity was $230.2 million, or 9.3% of total assets, compared to $232.0 million, or 10.6% of total assets, at December 31, 2019. The decrease in shareholders’ equity reflects $8.4 million for the repurchase of the Company’s common stock and the payment of regular cash dividends of $3.8 million, both partially offset by net income of $6.2 million and a decrease of $3.1 million in accumulated other comprehensive loss. Total shares outstanding as of September 30, 2020 were 25,595,557.

 

The Company’s book value per share increased by $0.26, or 3.0%, to $8.99 at September 30, 2020, from $8.74 at December 31, 2019. The Company’s tangible book value per share increased by $0.25, or 3.0%, to $8.39 at September 30, 2020 from $8.14 at December 31, 2019. The Bank’s regulatory capital ratios continued to exceed the levels required to be considered “well-capitalized” under federal banking regulations.

 

On January 29, 2019, the Board of Directors authorized the 2019 Plan under which the Company was authorized to purchase up to 2,814,200 shares, or 10% of its outstanding common stock. During the nine months ended September 30, 2020, the Company repurchased 1,058,508 shares under the 2019 Plan. As of September 30, 2020, there were 68,358 shares remaining under the 2019 Plan and on October 19, 2020, the Company announced the completion of the 2019 Plan.

 

On October 27, 2020, the Board of Directors authorized the 2020 Plan under which the Company may purchase up to 1.3 million shares, or approximately 5% of its outstanding common stock. The shares purchased under the 2020 Plan will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, or otherwise, depending upon market conditions. There is no guarantee as to the exact number of or value of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the 2020 Plan will depend on a number of factors, including the Company’s stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.

 

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

 

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019

 

General.

 

Net income was $2.1 million, or $0.08 diluted earnings per share, for the three months ended September 30, 2020, compared to $3.2 million, or $0.12 diluted earnings per share, for the same period in 2019. Net interest income was $16.0 million and $14.5 million for the three months ended September 30, 2020 and 2019, respectively.

 

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Net Interest and Dividend Income.

 

The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2020 and 2019, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

 

   Three Months Ended September 30, 
   2020   2019 
   Average       Average Yield/   Average       Average Yield/ 
   Balance   Interest   Cost   Balance   Interest   Cost 
   (Dollars in thousands) 
ASSETS:                        
Interest-earning assets                              
Loans(1)(2)  $1,994,072   $19,469    3.88%  $1,739,266   $19,244    4.39%
Securities(2)   217,911    958    1.75    238,961    1,470    2.44 
Other investments - at cost   14,862    118    3.16    16,354    192    4.66 
Short-term investments(3)   39,576    12    0.12    8,330    36    1.71 
Total interest-earning assets   2,266,421    20,557    3.61    2,002,911    20,942    4.15 
Total non-interest-earning assets   144,387              138,543           
Total assets  $2,410,808             $2,141,454           
                               
LIABILITIES AND EQUITY:                              
Interest-bearing liabilities                              
Interest-bearing checking accounts  $92,603   $108    0.46%  $70,719   $105    0.59%
Savings accounts   161,801    32    0.08    128,133    36    0.11 
Money market accounts   541,923    700    0.51    402,716    641    0.63 
Time deposit accounts   624,717    2,350    1.50    666,792    3,672    2.18 
Total interest-bearing deposits   1,421,044    3,190    0.89    1,268,360    4,454    1.39 
Short-term borrowings and long-term debt   194,021    1,267    2.60    249,109    1,822    2.90 
Interest-bearing liabilities   1,615,065    4,457    1.10    1,517,469    6,276    1.64 
Non-interest-bearing deposits   529,229              368,647           
Other non-interest-bearing liabilities   34,930              24,099           
Total non-interest-bearing liabilities   564,159              392,746           
                               
Total liabilities   2,179,224              1,910,215           
Total equity   231,584              231,239           
Total liabilities and equity  $2,410,808             $2,141,454           
Less: Tax-equivalent adjustment(2)        (110)             (138)     
Net interest and dividend income       $15,990             $14,528      
Net interest rate spread             2.49%             2.48%
Net interest rate spread, on a tax equivalent basis(4)             2.51%             2.51%
Net interest margin             2.81%             2.88%
Net interest margin, on a tax equivalent basis(5)             2.83%             2.91%
Ratio of average interest-earning assets to average interest-bearing liabilities             140.33%             131.99%

 

 

 

(1)Loans, including non-accrual loans, are net of deferred loan origination costs, unadvanced funds and the allowance for loan losses.
(2)Securities income, loan income and net interest income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported in the consolidated statements of net income.
(3)Short-term investments include federal funds sold.
(4)Net interest rate spread, on a tax-equivalent basis, represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements”.
(5)Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements”.

 

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Rate/Volume Analysis.

 

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

 

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

 

  

Three Months Ended September 30, 2020 compared
to Three Months Ended September 30, 2019

 
   Increase (Decrease) Due to     
   Volume   Rate   Net 
Interest-earning assets  (In thousands) 
Loans (1)  $2,812   $(2,587)  $225 
Securities (1)   (129)   (383)   (512)
Other investments - at cost   (17)   (57)   (74)
Short-term investments   125    (149)   (24)
Total interest-earning assets   2,791    (3,176)   (385)
                
Interest-bearing liabilities               
Interest-bearing checking accounts   33    (30)   3 
Savings accounts   9    (13)   (4)
Money market accounts   221    (162)   59 
Time deposit accounts   (231)   (1,091)   (1,322)
Short-term borrowing and long-time debt   (402)   (153)   (555)
Total interest-bearing liabilities   (370)   (1,449)   (1,819)
Change in net interest and dividend income (1)  $3,161   $(1,727)  $1,434 

 

 

 

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

 

Net interest income increased $1.5 million, or 10.1%, to $16.0 million, for the three months ended September 30, 2020, from $14.5 million for the three months ended September 30, 2019. The increase in net interest income was primarily due to a decrease in interest expense of $1.8 million, or 29.0%, partially offset by a decrease in interest and dividend income of $357,000, or 1.7%. Interest expense on deposits decreased $1.3 million, or 28.4%, and interest expense on FHLB borrowings decreased $555,000, or 30.5%. Net interest income for the three months ended September 30, 2020 includes interest income and origination fees from PPP loans of $1.3 million and prepayment penalties of $262,000. Excluding PPP income and prepayment penalties, net interest income decreased $102,000, or 0.7%, from $14.5 million during the three months ended September 30, 2019, compared to $14.4 million during the three months ended September 30, 2020.

 

The net interest margin was 2.81% for the three months ended September 30, 2020, compared to 2.88% for the three months ended September 30, 2019. The net interest margin, on a tax-equivalent basis, was 2.83% for the three months ended September 30, 2020, compared to 2.91% for the three months ended September 30, 2019. The decrease in the net interest margin was due to the continuing trend of market interest rates falling to historically low levels.

 

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The average yield on interest-earning assets decreased 54 basis points from 4.15% for the three months ended September 30, 2019 to 3.61% for the three months ended September 30, 2020. During the three months ended September 30, 2020, the average cost of funds, including non-interest bearing demand accounts, decreased 49 basis points from 1.32% for the three months ended September 30, 2019 to 0.83% for the three months ended September 30, 2020. The average cost of core deposits, which include non-interest bearing demand accounts, decreased seven basis points from 0.32% for the three months ended September 30, 2019 to 0.25% for the three months ended September 30, 2020. The average cost of time deposits decreased 68 basis points from 2.18% for the three months ended September 30, 2019 to 1.50% for the three months ended September 30, 2020. The average cost of FHLB borrowings decreased 30 basis points during the same period. For the three months ended September 30, 2020, average demand deposits, an interest-free source of funds, increased $160.6 million, or 43.6%, to $529.2 million, or 27.1% of total average deposits, from $368.6 million, or 22.5% of total average deposits for the three months ended September 30, 2019.

 

During the three months ended September 30, 2020, average interest-earning assets increased $263.5 million, or 13.2%, to $2.3 billion compared to the three months ended September 30, 2019, primarily due to an increase in average loans of $254.8 million, or 14.7%. Excluding average PPP loans, average assets and average loans increased $40.7 million, or 2.0%, and $32.0 million, or 1.8%, respectively, from the three months ended September 30, 2019 to the three months ended September 30, 2020.

 

Provision for Loan Losses.

 

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

 

The amount of the provision for loan losses during the three months ended September 30, 2020 was based on the changes that occurred in the loan portfolio during that same period, which were discussed above. The provision for loan losses increased $1.4 million, or 113.7%, from $1.3 million for the three months ended September 30, 2019 to $2.7 million for the three months ended September 30, 2020. The Company recorded net charge-offs of $286,000 for the three months ended September 30, 2020, as compared to net charges-offs of $426,000 for the three months ended September 30, 2019. The increase in the provision for loan losses for the three months ended September 30, 2020 was primarily due to the impacts of the COVID-19 pandemic.

 

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

 

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Non-interest Income.

 

Non-interest income decreased $434,000, or 16.6%, to $2.2 million for the three months ended September 30, 2020, from $2.6 million for the three months ended September 30, 2019. Service charges and fees decreased $254,000, or 12.6%, and other non-interest income increased $342,000, or 621.8%, due to an increase in swap fees on commercial loans. The decrease in service charges and fees of $254,000, or 12.6%, was due to a $153,000, or 32.9%, decrease in non-sufficient funds (“NSF”) and overdraft charges and a decrease of $44,000, or 4.4%, in debit card interchange and ATM surcharge income. During the three months ended September 30, 2019, we reported seasonal income in ATM surcharges of $180,000, which typically occurs each year in the third quarter. Due to the COVID-19 pandemic, the annual event did not occur this year. Transaction-based deposit account balances have increased significantly during the three months ended September 30, 2020 compared to the same quarter of 2019.  The lack of deposit withdrawals resulting from a decline in normal consumer spending habits due to the closure on non-essential businesses to mitigate the spread of the COVID-19 virus has reduced transaction activity and the occurrence of overdrafts on deposit accounts.  During the three months ended September 30, 2020, the Company reported unrealized losses on marketable equity securities of $4,000 and realized gains on the sale of available-for-sale securities of $1.9 million, compared to unrealized gains on marketable equity securities of $45,000 and realized gains on the sale of available-for-sale securities of $49,000 during the three months ended September 30, 2019. As mentioned previously, the Company also incurred a non-recurring $2.4 million loss on a terminated interest rate swap during the three months ended September 30, 2020.

 

Non-interest Expense.

 

For the three months ended September 30, 2020, non-interest expense increased $1.2 million, or 9.5%, to $12.9 million, or 2.12% of average assets, from $11.7 million, or 2.18% of average assets, for the three months ended September 30, 2019. The increase in non-interest expense was primarily due to an increase in salaries and benefits of $311,000, or 4.5%, and an increase in occupancy expenses of $145,000, or 14.9%, primarily due to the two new branches in Connecticut. FDIC expense increased $288,000, from $5,000 during the three months ended September 30, 2019 to $293,000 during the three months ended September 30, 2020. During the three months ended September 30, 2019, the FDIC applied small bank credits against the quarterly assessments. The Company fully utilized its small bank assessment credits during the three months ended March 31, 2020. Data processing related expenses increased $58,000, or 8.2%, professional fees increased $69,000, or 12.6%, and other non-interest expense increased $283,000, or 15.5%. The increase in other non-interest expense included $114,000 in swap fees paid to third parties during the three months ended September 30, 2020. These expenses were partially offset by a decrease in advertising related expenses of $38,000, or 10.4%, and a decrease in furniture and equipment of $3,000, or 0.7%. For the three months ended September 30, 2020, the efficiency ratio was 69.1%, compared to 68.9% for the three months ended September 30, 2019.

 

Income Taxes.

 

Income tax expense for the three months ended September 30, 2020 was $488,000, or an effective tax rate of 18.8%, compared to $899,000, or an effective tax rate of 21.8%, for three months ended September 30, 2019. The decrease in the Company’s effective tax rate was primarily due to the effect of lower projected pre-tax income for the fiscal year-ended December 31, 2020.

 

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COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019

 

General.

 

Net income was $6.2 million, or $0.25 diluted earnings per share, for the nine months ended September 30, 2020, compared to $9.9 million, or $0.38 diluted earnings per share, for the same period in 2019. Net interest income was $45.6 million and $43.1 million for the nine months ended September 30, 2020 and 2019, respectively.

 

Net Interest and Dividend Income.

 

The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2020 and 2019, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

 

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   Nine Months Ended September 30, 
   2020   2019 
   Average       Average Yield/   Average       Average Yield/ 
   Balance   Interest   Cost   Balance   Interest   Cost 
   (Dollars in thousands) 
ASSETS:                        
Interest-earning assets                              
Loans(1)(2)  $1,912,420   $57,452    4.01%  $1,704,173   $55,857    4.38%
Securities(2)   220,544    3,533    2.14    249,009    4,801    2.58 
Other investments - at cost   15,781    457    3.87    15,811    638    5.40 
Short-term investments(3)   26,826    83    0.41    12,834    185    1.93 
Total interest-earning assets   2,175,571    61,525    3.78    1,981,827    61,481    4.15 
Total non-interest-earning assets   140,279              136,738           
Total assets  $2,315,850             $2,118,565           
                               
LIABILITIES AND EQUITY:                              
Interest-bearing liabilities                              
Interest-bearing checking accounts  $82,091    269    0.44   $71,416    280    0.52 
Savings accounts   147,464    103    0.09    125,886    111    0.12 
Money market accounts   494,973    2,173    0.59    398,189    1,798    0.60 
Time deposit accounts   638,705    8,698    1.82    673,492    10,601    2.10 
Total interest-bearing deposits   1,363,233    11,243    1.10    1,268,983    12,790    1.35 
Short-term borrowings and long-term debt   215,610    4,289    2.66    238,837    5,234    2.93 
Interest-bearing liabilities   1,578,843    15,532    1.31    1,507,820    18,024    1.60 
Non-interest-bearing deposits   474,436              358,839           
Other non-interest-bearing liabilities   31,881              22,574           
Total non-interest-bearing liabilities   506,317              381,413           
                               
Total liabilities   2,085,160              1,889,233           
Total equity   230,690              229,332           
Total liabilities and equity  $2,315,850             $2,118,565           
Less: Tax-equivalent adjustment(2)        (358)             (402)     
Net interest and dividend income       $45,635             $43,055      
Net interest rate spread             2.44%             2.52%
Net interest rate spread, on a tax equivalent basis(4)             2.46%             2.55%
Net interest margin             2.80%             2.90%
Net interest margin, on a tax equivalent basis(5)             2.82%             2.93%
Ratio of average interest-earning assets to average interest-bearing liabilities             137.80%             131.44%

 

 

 

(1)Loans, including non-accrual loans, are net of deferred loan origination costs, unadvanced funds and the allowance for loan losses.

(2)Securities income, loan income and net interest income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported in the consolidated statements of net income.
(3)Short-term investments include federal funds sold.
(4)Net interest rate spread, on a tax-equivalent basis, represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. See “Explanation of Use of Non-GAAP Financial Measurements”.
(5)Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements”.

 

48

 

Rate/Volume Analysis.

 

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

 

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

 

  

Nine Months Ended September 30, 2020 compared to

Nine Months Ended September 30, 2019 

 
   Increase (Decrease) Due to     
   Volume   Rate   Net 
Interest-earning assets  (In thousands) 
Loans (1)  $6,832   $(5,237)  $1,595 
Securities (1)   (549)   (719)   (1,268)
Other investments - at cost   (1)   (180)   (181)
Short-term investments   178    (280)   (102)
  Total interest-earning assets   6,460    (6,416)   44 
                
Interest-bearing liabilities               
Interest-bearing checking accounts   42    (53)   (11)
Savings accounts   19    (27)   (8)
Money market accounts   437    (62)   375 
Time deposit accounts   (548)   (1,355)   (1,903)
Short-term borrowing and long-term debt   (509)   (436)   (945)
  Total interest-bearing liabilities   (559)   (1,933)   (2,492)
Change in net interest and dividend income  $7,019   $(4,483)  $2,536 

 

 

 

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

 

During the nine months ended September 30, 2020, net interest income increased $2.5 million, or 6.0%, to $45.6 million, compared to $43.1 million for the nine months ended September 30, 2019. The increase in net interest income was due to a decrease of $2.5 million, or 13.8%, in interest expense. For the nine months ended September 30, 2020, interest and dividend income included $2.6 million in interest income and origination fees from PPP loans. Excluding the income from PPP loans, net interest income remained virtually unchanged from the same period in 2019. The decrease in interest expense of $2.5 million, or 13.8%, was due to a $1.5 million, or 12.1%, decrease in interest expense on deposits and a decrease of $945,000, or 18.1%, in interest expense on FHLB borrowings.

 

The net interest margin for the nine months ended September 30, 2020 was 2.80%, compared to 2.90% during the nine months ended September 30, 2019. The net interest margin, on a tax-equivalent basis, was 2.82% for the nine months ended September 30, 2020, compared to 2.93% for the nine months ended September 30, 2019. Excluding $2.6 million in interest income and origination fees from PPP loans, the net interest margin decreased from 2.90% for the nine months ended September 30, 2019 to 2.81% for the nine months ended September 30, 2020. The decrease in the net interest margin was due to the continuing trend of market interest rates falling to historically low levels.

 

The average yield on interest-earning assets decreased 37 basis points from 4.15% for the nine months ended September 30, 2019 to 3.78% for the nine months ended September 30, 2020. During the nine months ended September 30, 2020, the average cost of funds, including non-interest bearing demand accounts, decreased 29 basis points from 1.29% for the nine months ended September 30, 2019 to 1.00%. For the nine months ended September 30, 2020, the average cost of core deposits, including noninterest-bearing demand deposits, decreased 3 basis points to 0.28%, from 0.31% for same period in 2019. The average cost of time deposits decreased 28 basis points from 2.10% for the nine months ended September 30, 2019 to 1.82% during the same period in 2020. The average cost of borrowings decreased 27 basis points from 2.93% for the nine months ended September 30, 2019 to 2.66% for the nine months ended September 30, 2020. For the nine months ended September 30, 2020, average demand deposits, an interest-free source of funds, increased $115.6 million, or 32.2%, from $358.8 million, or 22.0% of total average deposits, for the nine months ended September 30, 2019 to $474.4 million, or 25.8% of total average deposits, for the nine months ended September 30, 2020. During the nine months ended September 30, 2020, average interest-earning assets increased $193.7 million, or 9.8%, to $2.2 billion. The increase in average interest-earning assets was due to an increase in average loans of $208.2 million, or 12.2%, partially offset by a decrease in average securities of $28.5 million, or 11.4%. Excluding average PPP loans, average interest-earning assets and average loans increased $68.1 million, or 3.4%, and $82.6 million, or 4.8%, respectively.

 

49

 

 

Provision for Loan Losses.

 

On March 23, 2020, the Governor of Massachusetts issued an emergency order requiring all businesses and organizations that do not provide COVID-19 essential services to close their physical workplaces and facilities to workers, customers and the public from March 24, 2020 until April 7, 2020, which was subsequently extended to May 18, 2020. The order put significant pressure on the local business community.  The Company’s market area implemented a four-phase reopening plan. State and local governments are closely monitoring key public health data as the situation continues to evolve. On July 8, 2020, Massachusetts entered the first step of Phase 3 of the re-opening plan; however, on August 7, 2020, Massachusetts’ Governor Baker, indefinitely postponed the second step of Phase 3 of the plan. On September 29, 2020, Governor Baker announced that effective October 5, 2020, the Commonwealth of Massachusetts would transition to the second step of Phase 3 only in lower-risk communities. Lower-risk communities are defined as cities or towns that have not been a “red” community in any of the last three weekly Department of Public Health weekly reports. Under the final phase of the reopening plan, the “new normal,” businesses will not be allowed to resume normal operations until an effective treatment or vaccine is discovered.

 

The Company increased the provision for loan losses by $5.6 million from $1.7 million for the nine months ended September 30, 2019, to $7.3 million for the nine months ended September 30, 2019. Of the total provision, $2.3 million was related to asset quality changes, $2.5 million was related to the inclusion of the acquired loan portfolio into the general reserves, and $1.9 million was related to the addition of the COVID-19 factor to the allowance. The total increase was based upon management’s evaluation of certain qualitative factors included in the determination of the allowance, primarily a result of the abrupt slowdown in commercial economic activity resulting from actions announced by the State of Massachusetts to close all non-essential businesses in the state as well as the dramatic rise in the unemployment rate and trailing local unemployment. During the nine months ended September 30, 2020, special mention loans increased $68.8 million to $94.8 million at September 30, 2020, from $25.9 million at December 31, 2019. During the nine months ended September 30, 2020, we downgraded twenty lending relationships from pass-rated to special mention, which increased the provision by $2.3 million for the nine months ended September 30, 2020. Nine of these relationships, totaling $44.3 million, are in the hotel industry. The hotel industry has experienced disruption as a direct result of the negative economic impacts of the COVID-19 pandemic. In addition, as mentioned earlier, due to the ongoing pandemic, the Company evaluated the loan portfolio acquired on October 24, 2016 from Chicopee for COVID-19 sensitive industries. The acquired portfolio was initially recorded at fair value without a related allowance for loan losses. During the three months ended September 30, 2020, the Company provided an allowance for loan losses related to the acquired portfolio, which increased the provision by $2.5 million for the nine months ended September 30, 2020.

 

The Company recorded net charge-offs of $685,000 for the nine months ended September 30, 2020, as compared to net charge-offs of $456,000 for the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company recorded charge-offs of $882,000, compared to $1.4 million during the same period in 2019. During the nine months ended September 30, 2020, the Company recorded recoveries of $197,000, compared to recoveries of $937,000 during the same period in 2019, which included a partial recovery of $812,000 related to a single commercial real estate loan previously charged-off in 2010.

 

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

 

50

 

 

Non-interest Income.

 

For the nine months ended September 30, 2020, non-interest income of $6.8 million decreased $511,000, or 7.0%, compared to $7.3 million for the nine months ended September 30, 2019, due to a $404,000, or 7.3%, decrease in service charges and fees, partially offset by an increase of $312,000, or 115.6%, in other income from swap fees on commercial loans. During the nine months ended September 30, 2019, service charges and fees included $110,000 in non-recurring interchange fee income as well as seasonal income in ATM surcharges of $180,000, which typically occurs each year in the third quarter. Due to the pandemic, the annual event did not occur this year. During the nine months ended September 30, 2020, NSF fee income decreased $355,000, or 27.8%, from the same period in 2019. Transaction-based deposit account balances have increased significantly during the nine months ended September 30, 2020 compared to the same period in 2019.  The lack of deposit withdrawals resulting from a decline in normal consumer spending habits due to the closure of nonessential businesses to mitigate the spread of the COVID-19 virus has reduced transaction activity and the occurrence of overdrafts on deposit accounts. 

 

During the nine months ended September 30, 2020, the Company reported unrealized gains on marketable equity securities of $133,000 and a realized gain on the sale of available-for-sale securities of $2.0 million, compared to unrealized gains on marketable equity securities of $194,000 and a realized loss on the sale of available-for-sale securities of $12,000 during the nine months ended September 30, 2019. As mentioned previously, the Company also incurred a non-recurring $2.4 million loss on a terminated interest rate swap during the nine months ended September 30, 2020.

 

Non-interest Expense.

 

For the nine months ended September 30, 2020, non-interest expense increased $1.5 million, or 4.2%, to $37.4 million, or 2.16% of average assets, compared to $35.9 million, or 2.27% of average assets for the nine months ended September 30, 2019. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits expenses of $994,000, or 4.8%, an increase in occupancy expenses of $215,000, or 6.8%, due to the opening of three branches in 2020, an increase in data processing expenses of $113,000, or 5.4%, an increase in other non-interest expense of $261,000, or 4.7%, which included $114,000 in swap fees paid to third parties and an increase in FDIC insurance expense of $315,000, or 75.5%. These increases were partially offset by a decrease of $301,000, or 27.4%, in advertising expenses, a decrease of $81,000, or 6.4%, in furniture and equipment and a decrease in professional fees of $7,000, or 0.4%. For the nine months ended September 30, 2020, the efficiency ratio was 71.0%, compared to 71.6% for the nine months ended September 30, 2019.

 

Income Taxes.

 

Income tax expense for the nine months ended September 30, 2020 was $1.5 million, or an effective tax rate of 19.8%, compared to $2.9 million, or an effective tax rate of 22.4%, for nine months ended September 30, 2019. The decrease in the Company’s effective tax rate was primarily due to the effect of lower projected pre-tax income for the fiscal year-ended December 31, 2020.

 

51

 

 

Explanation of Use of Non-GAAP Financial Measurements.

 

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

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
   (Dollars in thousands)   (Dollars in thousands) 
   Interest   Average
Yield
   Interest   Average
Yield
   Interest   Average
Yield
   Interest   Average
Yield
 
Loans (no tax adjustment)  $19,364    3.86%  $19,111    4.36%  $57,110    3.99%  $55,471    4.35%
Tax-equivalent adjustment (1)   105         133         342         386      
Loans (tax-equivalent basis)  $19,469    3.88%  $19,244    4.39%  $57,452    4.01%  $55,857    4.38%
                                         
Securities (no tax adjustment)  $953    1.74%  $1,465    2.43%  $3,517    2.13%  $4,785    2.57%
Tax-equivalent adjustment (1)   5         5         16         16      
Securities (tax-equivalent basis)  $958    1.75%  $1,470    2.44%  $3,533    2.14%  $4,801    2.58%
                                         
Net interest income (no tax adjustment)  $15,990        $14,528        $45,635        $43,055      
Tax-equivalent adjustment (1)   110         138         358         402      
Net interest income (tax-equivalent basis)  $16,100        $14,666        $45,993        $43,457      
                                         
Interest rate spread (no tax adjustment)        2.49%        2.48%        2.44%        2.52%
Net interest margin (no tax adjustment)        2.81%        2.88%        2.80%        2.90%

 

 

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

                                                               

Liquidity and Capital Resources.

 

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

 

At September 30, 2020 and December 31, 2019, outstanding borrowings from the FHLB were $151.3 million and $240.5 million, respectively. At September 30, 2020, we had $325.3 million in available borrowing capacity with the FHLB. We have the ability to increase our borrowing capacity with the FHLB by pledging investment securities or additional loans. In addition, we have available lines of credit of $15.0 million and $50.0 million with other correspondent banks. Interest rates on these lines are determined and reset on a daily basis by each respective bank. The Bank also had a line of credit in the amount up to $15.0 million with a correspondent bank at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2020 and 2019. The Bank also had a $50.0 million line of credit with another correspondent bank at an interest rate determined and reset on a daily basis.  There were no advances outstanding under this line at September 30, 2020 and 2019. As of September 30, 2020, the Bank also has an available line of credit of $18.3 million with the FRB Discount Window at an interest rate determined and reset on a daily basis. There were no advances outstanding under this line at September 30, 2020 or December 31, 2019. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities as collateral.

 

52

 

 

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

 

At September 30, 2020, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2020, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our category.

 

   Actual  Minimum For Capital Adequacy Purpose  Minimum To Be Well Capitalized
   Amount  Ratio  Amount  Ratio  Amount  Ratio
   (Dollars in thousands)
September 30, 2020                  
Total Capital (to Risk Weighted Assets):                  
Consolidated  $242,084    14.43%  $134,247    8.00%    N/A      N/A  
Bank   229,260    13.71    133,777    8.00   $167,222    10.00%
Tier 1 Capital (to Risk Weighted Assets):                              
Consolidated   221,391    13.19    100,685    6.00     N/A      N/A  
Bank   208,568    12.47    100,333    6.00    133,777    8.00 
Common Equity Tier 1 Capital (to Risk Weighted Assets)                              
Consolidated   221,391    13.19    75,514    4.50     N/A      N/A  
Bank   208,568    12.47    75,250    4.50    108,694    6.50 
Tier 1 Leverage Ratio (to Adjusted Average Assets):                              
Consolidated   221,391    9.29    95,348    4.00     N/A      N/A  
Bank   208,568    8.76    95,212    4.00    119,015    5.00 
                               
December 31, 2019                              
Total Capital (to Risk Weighted Assets):                              
Consolidated  $240,226    13.93%  $137,934    8.00%    N/A      N/A  
Bank   227,678    13.22    137,773    8.00   $172,217    10.00%
Tier 1 Capital (to Risk Weighted Assets):                              
Consolidated   226,124    13.11    103,451    6.00     N/A      N/A  
Bank   213,576    12.40    103,330    6.00    137,773    8.00 
Common Equity Tier 1 Capital (to Risk Weighted Assets)                              
Consolidated   226,124    13.11    77,588    4.50     N/A      N/A  
Bank   213,576    12.40    77,498    4.50    111,941    6.50 
Tier 1 Leverage Ratio (to Adjusted Average Assets):                              
Consolidated   226,124    10.45    86,593    4.00     N/A      N/A  
Bank   213,576    9.88    86,500    4.00    108,125    5.00 

 

 

53

 

 

We also have outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. The following table summarizes the contractual obligations and credit commitments at September 30, 2020:

 

   Amounts Due
Within 1 Year
   Amounts
Due After
1 Year
But Within
3 Years
   Amounts
Due After
3 Years
But Within
5 Years
   Amounts
Due After
5 Years
   Total 
   (In thousands) 
Lease Obligations                         
Operating lease obligations  $1,467   $2,620   $2,122   $5,879   $12,088 
                          
Borrowings and Debt                         
Federal Home Loan Bank   104,465    44,119    2,674        151,258 
                          
Credit Commitments                         
Available lines of credit   239,597            85,367    324,964 
Other loan commitments   73,503    41,029    2,791        117,323 
Letters of credit   9,425    5,695    438    256    15,814 
Total credit commitments   322,525    46,724    3,229    85,623    458,101 
                          
Other Obligations                         
Vendor Contracts   3,656    7,236    5,121        16,013 
                          
Total Obligations  $432,113   $100,699   $13,146   $91,502   $637,460 

 

OFF-BALANCE SHEET ARRANGEMENTS.

 

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

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our assessment of our sensitivity to market risk since our presentation in our 2019 Annual Report. Please refer to Item 7 of the 2019 Annual Report for additional information.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

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

 

54

 

 

Changes in Internal Control Over Financial Reporting.

 

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

 

PART II – OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS.

 

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

 

ITEM 1A.RISK FACTORS.

 

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2019 Annual Report. There was one material change in the risk factors relevant to our operations discussed in our 2019 Annual Report, as described below:

 

The recent COVID-19 pandemic is adversely impacting us and our customers, counterparties, employees and third-party service providers. Further, the COVID-19 pandemic could lead to an economic recession or other severe disruptions in the U.S. economy and may disrupt banking and other financial activity in the areas in which we operate and the adverse impacts on our business, financial position, results of operations and prospects could be significant.

 

Our business is dependent upon the willingness and ability of our employees and customers to conduct banking and other financial transactions. The COVID-19 global public health crisis and the resulting “stay-at-home” orders have resulted in widespread volatility, severe disruptions in the U.S. economy at large, and for small businesses in particular, deterioration in household, business, economic and market conditions. The extent of the impact of the COVID-19 pandemic and actions taken in response to the pandemic on our capital, liquidity and other financial positions and on our business, results of operations and prospects will depend on a number of evolving factors, including:

 

The duration, extent, and severity of the pandemic. COVID-19 does not yet appear to be contained and could affect significantly more households and businesses. The duration and severity of the pandemic continue to be impossible to predict.

 

The effects on our customers, counterparties, employees and third-party service providers. COVID-19 and its associated consequences and uncertainties may affect individuals, households, and businesses differently and unevenly. In the near-term if not longer, however, our credit, operational and other risks are generally expected to increase.

 

The effects on economies and markets. Whether the actions of governmental and nongovernmental authorities will be successful in mitigating the adverse effects of COVID-19 is unclear. National, regional and local economies and markets could suffer disruptions that are lasting. In addition, governmental actions are meaningfully influencing the interest-rate environment, which could adversely affect our results of operations and financial condition.

 

Additionally, if the COVID-19 pandemic has an adverse effect on (i) customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for our loans or our other products and services, (iv) other aspects of our business operations, or (v) on financial markets, real estate markets, or economic growth, this could, depending on the extent of the decline in customer deposits or loan defaults, materially and adversely affect our liquidity and financial condition and our results of operations could be materially and adversely affected.

 

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We are unable to estimate the impact of COVID-19 on our business and operations at this time. The global pandemic could cause us to experience higher credit losses in our lending portfolio, impairment of our goodwill and other financial assets, further reduced demand for our products and services and other negative impacts on our financial position, results of operations and prospects. Sustained adverse effects may also prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements or result in downgrades in our credit ratings.

 

There are no additional material changes in the risk factors relevant to our operations since December 31, 2019.

 

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

 

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2020.

 

Period   Total Number of
Shares Purchased
   Average Price
Paid per Share ($)
   Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
   Maximum
Number of Shares
that May Yet Be
Purchased Under
the Program (1)
 
July 1 - 31, 2020                117,135 
August 1 - 31, 2020                117,135 
September 1 – 30, 2020    48,777    5.82    48,777    68,358 
   Total    48,777    5.82    48,777    68,358 

 

(1)On January 29, 2019, the Board of Directors authorized the 2019 Plan under which the Company may purchase up to 2,814,200 shares, or 10%, of its outstanding common stock. As of September 30, 2020, the Company has repurchased 2,745,842 shares under the 2019 Plan.

 

There were no sales by us of unregistered securities during the three months ended September 30, 2020.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURE.

 

Not applicable.

 

ITEM 5.OTHER INFORMATION.

 

None.

 

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ITEM 6.EXHIBITS.

 

Exhibit

Number 

 

Exhibit Description

3.2   Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 26, 2016).
     
3.3   Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 2, 2017).
     
4.1   Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).
     
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2*   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101**   Financial statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended September 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 
*Filed herewith.

 

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

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 6, 2020.

 

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