COMMUNITY BANCORP /VT 10-Q

ITEM 1. Financial Statements (Unaudited) The following are the unaudited consolidated financial statements for the Company. Community Bancorp. and Subsidiary September 30, December 31, Consolidated Balance Sheets 2021 2020 (Unaudited) Assets Cash and due from banks $ 32,717,906 $ 10,850,787 Federal funds sold and overnight deposits 97,034,130 104,199,133 Total cash and cash equivalents 129,752,036 115,049,920 Securities available-for-sale 110,676,139 60,705,178 Restricted equity securities, at cost 1,447,150 1,446,550 Loans held-for-sale 50,000 130,400 Loans 692,638,375 709,355,330 Allowance for loan losses ( 7,819,307 ) ( 7,208,485 ) Deferred net loan fees ( 1,149,278 ) ( 1,195,741 ) Net loans 683,669,790 700,951,104 Bank premises and equipment, net 13,992,622 10,209,869 Accrued interest receivable 2,730,415 2,987,977 Bank owned life insurance 5,052,197 4,988,236 Goodwill 11,574,269 11,574,269 Other Assets 9,639,649 10,189,781 Total assets $ 968,584,267 $ 918,233,284 Liabilities and Shareholders’ Equity Liabilities Deposits: Demand, non-interest bearing $ 201,415,866 $ 185,954,976 Interest-bearing transaction accounts 237,282,454 228,712,371 Money market funds 124,792,185 115,546,064 Savings 168,966,595 138,745,468 Time deposits, $ 250,000 and over 16,511,010 16,488,963 Other time deposits 91,126,650 96,842,998 Total deposits 840,094,760 782,290,840 Borrowed funds 2,300,000 2,800,000 Repurchase agreements 22,352,213 38,727,312 Junior subordinated debentures 12,887,000 12,887,000 Accrued interest and other liabilities 7,735,592 4,239,419 Total liabilities 885,369,565 840,944,571 Shareholders’ Equity Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 09/30/21 and 12/31/20 ($ 100,000 liquidation value, per share) 1,500,000 1,500,000 Common stock - $ 2.50 par value; 15,000,000 shares authorized, 5,575,074 shares issued at 09/30/21 and 5,527,380 shares issued at 12/31/20 13,937,685 13,818,450 Additional paid-in capital 35,098,086 34,309,646 Retained earnings 35,583,213 29,368,046 Accumulated other comprehensive (loss) income ( 281,505 ) 915,348 Less: treasury stock, at cost; 210,101 shares at 09/30/21 and 12/31/20 ( 2,622,777 ) ( 2,622,777 ) Total shareholders’ equity 83,214,702 77,288,713 Total liabilities and shareholders’ equity $ 968,584,267 $ 918,233,284 Book value per common share outstanding $ 15.23 $ 14.25 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 3 Table of Contents Community Bancorp. and Subsidiary Three Months Ended September 30, Consolidated Statements of Income 2021 2020 (Unaudited) Interest income Interest and fees on loans $ 8,778,173 $ 7,742,914 Interest on taxable debt securities 325,002 249,341 Dividends 14,666 17,715 Interest on federal funds sold and overnight deposits 92,923 76,896 Total interest income 9,210,764 8,086,866 Interest expense Interest on deposits 594,327 877,466 Interest on borrowed funds 19,721 1,806 Interest on repurchase agreements 16,871 67,327 Interest on junior subordinated debentures 97,776 104,181 Total interest expense 728,695 1,050,780 Net interest income 8,482,069 7,036,086 Provision for loan losses 89,167 362,499 Net interest income after provision for loan losses 8,392,902 6,673,587 Non-interest income Service fees 882,688 794,381 Income from sold loans 242,560 601,825 Other income from loans 223,388 281,959 Other income 351,950 263,130 Total non-interest income 1,700,586 1,941,295 Non-interest expense Salaries and wages 2,002,999 1,958,754 Employee benefits 811,817 791,172 Occupancy expenses, net 743,219 601,093 Other expenses 1,973,822 1,753,698 Total non-interest expense 5,531,857 5,104,717 Income before income taxes 4,561,632 3,510,165 Income tax expense 862,429 629,722 Net income $ 3,699,202 $ 2,880,443 Earnings per common share $ 0.69 $ 0.54 Weighted average number of common shares used in computing earnings per share 5,354,187 5,285,771 Dividends declared per common share $ 0.22 $ 0.19 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 4 Table of Contents Community Bancorp. and Subsidiary Nine Months Ended September 30, Consolidated Statements of Income 2021 2020 (Unaudited) Interest income Interest and fees on loans $ 24,919,892 $ 22,951,272 Interest on taxable debt securities 883,846 787,275 Dividends 40,265 63,540 Interest on federal funds sold and overnight deposits 260,811 248,373 Total interest income 26,104,814 24,050,460 Interest expense Interest on deposits 1,930,664 3,154,211 Interest on borrowed funds 49,111 18,335 Interest on repurchase agreements 72,822 185,868 Interest on junior subordinated debentures 296,486 375,669 Total interest expense 2,349,083 3,734,083 Net interest income 23,755,731 20,316,377 Provision for loan losses 624,165 1,046,501 Net interest income after provision for loan losses 23,131,566 19,269,876 Non-interest income Service fees 2,527,943 2,322,112 Income from sold loans 704,627 1,138,579 Other income from loans 653,377 803,555 Net realized gain on sale of securities AFS 0 39,086 Other income 1,155,405 753,772 Total non-interest income 5,041,352 5,057,104 Non-interest expense Salaries and wages 5,923,001 5,773,491 Employee benefits 2,467,237 2,324,055 Occupancy expenses, net 2,140,141 1,921,597 Other expenses 5,635,925 5,166,247 Total non-interest expense 16,166,304 15,185,390 Income before income taxes 12,006,614 9,141,590 Income tax expense 2,235,305 1,557,598 Net income $ 9,771,309 $ 7,583,992 Earnings per common share $ 1.82 $ 1.43 Weighted average number of common shares used in computing earnings per share 5,338,481 5,264,802 Dividends declared per common share $ 0.66 $ 0.57 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 5 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended September 30, 2021 2020 Net income $ 3,699,202 $ 2,880,443 Other comprehensive loss, net of tax: Unrealized holding loss on securities AFS arising during the period ( 475,176 ) ( 49,737 ) Tax effect 99,786 10,444 Other comprehensive loss, net of tax ( 375,390 ) ( 39,293 ) Total comprehensive income $ 3,323,812 $ 2,841,150 Nine Months Ended September 30, 2021 2020 Net income $ 9,771,309 $ 7,583,992 Other comprehensive (loss) income, net of tax: Unrealized holding (loss) gain on securities AFS arising during the period ( 1,515,004 ) 939,486 Reclassification adjustment for gain realized in income 0 ( 39,086 ) Unrealized (loss) gain during the period ( 1,515,004 ) 900,400 Tax effect 318,151 ( 189,085 ) Other comprehensive (loss) income, net of tax ( 1,196,853 ) 711,315 Total comprehensive income $ 8,574,456 $ 8,295,307 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 6 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) Nine Months Ended September 30, 2021 Additional Total Common Preferred paid-in Retained Treasury shareholders’ Stock Stock capital earnings AOCI* stock equity January 1, 2021 $ 13,818,450 $ 1,500,000 $ 34,309,646 $ 29,368,046 $ 915,348 $ ( 2,622,777 ) $ 77,288,713 Issuance of common stock 42,523 222,256 264,779 Cash dividends declared Common stock ( 1,169,555 ) ( 1,169,555 ) Preferred stock ( 12,188 ) ( 12,188 ) Comprehensive income Net income 3,025,701 3,025,701 Other comprehensive loss ( 1,311,905 ) ( 1,311,905 ) March 31, 2021 $ 13,860,973 $ 1,500,000 $ 34,531,902 $ 31,212,004 $ ( 396,557 ) $ ( 2,622,777 ) $ 78,085,545 Issuance of common stock 38,695 251,441 290,136 Cash dividends declared Common stock ( 1,173,253 ) ( 1,173,253 ) Preferred stock ( 12,187 ) ( 12,187 ) Comprehensive income Net income 3,046,406 3,046,406 Other comprehensive income 490,442 490,442 June 30, 2021 $ 13,899,668 $ 1,500,000 $ 34,783,343 $ 33,072,970 $ 93,885 $ ( 2,622,777 ) $ 80,727,089 Issuance of common stock 38,017 314,743 352,760 Cash dividends declared Common stock ( 1,176,771 ) ( 1,176,771 ) Preferred stock ( 12,188 ) ( 12,188 ) Comprehensive income Net income 3,699,202 3,699,202 Other comprehensive loss ( 375,390 ) ( 375,390 ) September 30, 2021 $ 13,937,685 $ 1,500,000 $ 35,098,086 $ 35,583,213 $ ( 281,505 ) $ ( 2,622,777 ) $ 83,214,702 *Accumulated other comprehensive (loss) income The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 7 Table of Contents Nine Months Ended September 30, 2020 Additional Total Common Preferred paid-in Retained Treasury shareholders’ Stock Stock capital earnings AOCI* stock equity January 1, 2020 $ 13,624,643 $ 1,500,000 $ 33,464,381 $ 22,667,949 $ 260,483 $ ( 2,622,777 ) $ 68,894,679 Issuance of common stock 40,465 213,812 254,277 Cash dividends declared Common stock ( 995,536 ) ( 995,536 ) Preferred stock ( 17,813 ) ( 17,813 ) Comprehensive income Net income 1,861,239 1,861,239 Other comprehensive income 586,646 586,646 March 31, 2020 $ 13,665,108 $ 1,500,000 $ 33,678,193 $ 23,515,839 $ 847,129 $ ( 2,622,777 ) $ 70,583,492 Issuance of common stock 47,752 214,135 261,887 Cash dividends declared Common stock ( 998,899 ) ( 998,899 ) Preferred stock ( 12,187 ) ( 12,187 ) Comprehensive income Net income 2,842,311 2,842,311 Other comprehensive income 163,962 163,962 June 30, 2020 $ 13,712,860 $ 1,500,000 $ 33,892,328 $ 25,347,064 $ 1,011,091 $ ( 2,622,777 ) $ 72,840,566 Issuance of common stock 62,920 200,826 263,746 Cash dividends declared Common stock ( 1,002,969 ) ( 1,002,969 ) Preferred stock ( 12,188 ) ( 12,188 ) Comprehensive income Net income 2,880,443 2,880,443 Other comprehensive loss ( 39,293 ) ( 39,293 ) September 30, 2020 $ 13,775,780 $ 1,500,000 $ 34,093,154 $ 27,212,350 $ 971,798 $ ( 2,622,777 ) $ 74,930,305 *Accumulated other comprehensive income The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 8 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2021 2020 Cash Flows from Operating Activities: Net income $ 9,771,309 $ 7,583,992 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization, bank premises and equipment 815,454 677,086 Provision for loan losses 624,165 1,046,501 Deferred income tax ( 75,779 ) ( 128,103 ) Net realized gain on sale of securities AFS 0 ( 39,086 ) Gain on sale of loans ( 404,428 ) ( 766,440 ) Gain on sale of bank premises and equipment ( 7,559 ) 0 Gain on sale of OREO 0 ( 55,602 ) Capital loss on leases 63,125 0 Income from CFS Partners ( 834,781 ) ( 462,964 ) Amortization of bond premium, net 355,461 55,568 Proceeds from sales of loans held for sale 6,487,773 31,538,375 Originations of loans held for sale ( 6,002,945 ) ( 32,015,674 ) Decrease in taxes payable ( 376,202 ) ( 145,105 ) Decrease (increase) in interest receivable 257,562 ( 873,638 ) Decrease (increase) in mortgage servicing rights 23,797 ( 31,463 ) Decrease in right-of-use assets 147,125 182,475 Decrease in operating lease liabilities ( 147,616 ) ( 180,657 ) Increase in other assets ( 141,037 ) ( 54,430 ) Increase in cash surrender value of BOLI ( 63,961 ) ( 62,508 ) Amortization of limited partnerships 272,286 252,513 Change in net deferred loan fees and costs ( 46,463 ) 2,615,453 Decrease in interest payable ( 29,252 ) ( 34,364 ) Decrease in accrued expenses ( 126,996 ) ( 53,918 ) Decrease in other liabilities ( 40,317 ) ( 103,646 ) Net cash provided by operating activities 10,520,722 8,944,365 Cash Flows from Investing Activities: Investments - AFS Maturities, calls, pay downs and sales 14,130,683 14,407,740 Purchases ( 65,972,109 ) ( 12,745,042 ) Proceeds from redemption of restricted equity securities 0 522,400 Purchases of restricted equity securities ( 600 ) ( 503,400 ) Decrease in limited partnership contributions payable ( 150,000 ) ( 288,000 ) Proceeds of distribution from CFS Partners 2,000,000 0 Decrease (increase) in loans, net 16,630,097 ( 131,508,927 ) Capital expenditures net of proceeds from sales of bank premises and equipment ( 782,522 ) ( 240,919 ) Proceeds from sales of OREO 0 1,022,340 Recoveries of loans charged off 73,515 65,208 Net cash used in investing activities ( 34,070,936 ) ( 129,268,600 ) 9 Table of Contents 2021 2020 Cash Flows from Financing Activities: Net increase in demand and interest-bearing transaction accounts 24,030,973 91,052,024 Net increase in money market and savings accounts 39,467,248 37,393,558 Net decrease in time deposits ( 5,694,301 ) ( 447,896 ) Net decrease in repurchase agreements ( 16,375,099 ) ( 2,592,200 ) Proceeds from long-term borrowings 0 150,000 Repayments on long-term borrowings ( 500,000 ) 0 Decrease in finance lease obligations ( 144,774 ) ( 45,814 ) Dividends paid on preferred stock ( 36,563 ) ( 42,188 ) Dividends paid on common stock ( 2,495,153 ) ( 2,204,435 ) Net cash provided by financing activities 38,252,331 123,263,049 Net increase in cash and cash equivalents 14,702,116 2,938,814 Cash and cash equivalents: Beginning 115,049,920 48,562,212 Ending $ 129,752,036 $ 51,501,026 Supplemental Schedule of Cash Paid During the Period: Interest $ 2,378,335 $ 3,768,447 Income taxes, net of refunds $ 2,415,000 $ 1,578,293 Supplemental Schedule of Noncash Investing and Financing Activities: Change in unrealized (loss) gain on securities AFS ($ 1,515,004 ) $ 900,400 Additions to finance lease obligations $ 3,955,252 $ 0 Common Shares Dividends Paid: Dividends declared $ 3,519,579 $ 2,997,403 Increase in dividends payable attributable to dividends declared ( 116,751 ) ( 13,058 ) Dividends reinvested ( 907,675 ) ( 779,910 ) Total dividends paid $ 2,495,153 $ 2,204,435 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 10 Table of Contents Notes to Consolidated Financial Statements Note 1. Basis of Presentation and Consolidation and Certain Definitions Basis of Presentation and Consolidation. The interim consolidated financial statements of Community Bancorp. and Subsidiary are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary for the fair presentation of the consolidated financial condition and results of operations of the Company and its subsidiary, Community National Bank (the Bank), contained herein have been made. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 contained in the Company’s Annual Report on Form 10-K. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for any other interim period or the full annual period ending December 31, 2021. There were reclassifications to the consolidated financial statements for the periods presented. The Company is considered a “smaller reporting company” under the disclosure rules of the SEC, as amended in 2018. Accordingly, the Company has elected to provide its audited consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period, and provides smaller reporting company scaled disclosures where management deems it appropriate. 11 Table of Contents In addition to the definitions provided elsewhere in this quarterly report, the definitions, acronyms and abbreviations identified below are used throughout this report, including in Part I. “Financial Information” and Part II. “Other Information”, and are intended to aid the reader and provide a reference page when reviewing this report. ABS: Asset backed security FASB: Financial Accounting Standards Board ACBB: Atlantic Community Bankers Bank FDIC: Federal Deposit Insurance Corporation AFS: Available-for-sale FHLBB: Federal Home Loan Bank of Boston Agency MBS: MBS issued by a US government agency FHLMC: Federal Home Loan Mortgage Corporation or GSE FOMC: Federal Open Market Committee ALCO: Asset Liability Committee FRB: Federal Reserve Board ALL: Allowance for loan losses FRBB: Federal Reserve Bank of Boston AOCI: Accumulated other comprehensive income GAAP: Generally Accepted Accounting Principles ASC: Accounting Standards Codification in the United States ASU: Accounting Standards Update GSE: Government sponsored enterprise ATS: Automatic transfer service HTM: Held-to-maturity Bancorp: Community Bancorp. ICS: Insured Cash Sweeps of the Promontory Bank: Community National Bank Interfinancial Network BHG Bankers Healthcare Group IRS: Internal Revenue Service BIC: Borrower-in-Custody JNE: Jobs for New England Board: Board of Directors Jr: Junior BOLI: Bank owned life insurance MBS: Mortgage-backed security bp or bps: Basis point(s) MPF: Mortgage Partnership Finance BSA Bank Secrecy Act MSRs: Mortgage servicing rights CARES ACT: Coronavirus Aid Relief and Economic NII: Net interest income Security Act OAS: Other amortizing security CBLR: Community Bank Leverage Ratio OCI: Other comprehensive income (loss) CDARS: Certificate of Deposit Accounts Registry OREO: Other real estate owned Service of the Promontory Interfinancial OTTI: Other-than-temporary impairment Network PMI: Private mortgage insurance CDs: Certificates of deposit PPP: Paycheck Protection Program CDI: Core deposit intangible PPPLF: PPP Liquidity Facility of the FRBB CECL: Current Expected Credit Loss RD: USDA Rural Development CFSG: Community Financial Services Group, LLC SBA: U.S. Small Business Administration CFS Partners: Community Financial Services Partners, SEC: U.S. Securities and Exchange Commission LLC SERP: Supplemental Employee Retirement Plan CMO Collateralize Mortgage Obligation TDR: Troubled-debt restructuring Company: Community Bancorp. and Subsidiary USDA: U.S. Department of Agriculture COVID-19: Coronavirus Disease 2019 VA: U.S. Veterans Administration CRE: Commercial Real Estate 2017 Tax Act: Tax Cut and Jobs Act of 2017 DDA or DDAs: Demand Deposit Account(s) 2018 Economic Growth, Regulatory Relief and DTC: Depository Trust Company Regulatory Consumer Protection Act of 2018 DRIP: Dividend Reinvestment Plan Relief Act: Exchange Act: Securities Exchange Act of 1934 12 Table of Contents Note 2. Risks and Uncertainties The COVID-19 pandemic has adversely affected, and may continue to adversely affect, economic activity globally, nationally and locally. Government actions taken to help mitigate the spread of COVID-19 and its economic effects included restrictions on travel, quarantines in certain areas, forced closures for certain types of public places and businesses, extensions of unemployment benefits and direct stimulus payments to individuals. Although most COVID-19 related restrictions on businesses have been lifted, the effects of the pandemic and the measures taken in response to it are expected to continue to impact financial markets, consumer confidence, unemployment rates and the economy, including the local economy in the Company’s Vermont and New Hampshire markets, in ways that cannot be predicted. Moreover, the emergence of new strains of the COVID-19 virus could result in additional responsive government measures and economic disruption. In addition, due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00 percent on March 3, 2020 for the first time. On March 3, 2020, the FOMC reduced the targeted federal funds interest rate range by 50 bps to a range of 1.00% to 1.25%. This range was further reduced to a range of 0 percent to 0.25% on March 16, 2020. On April 29, 2020, the FOMC indicated that the federal funds target rate range will remain unchanged until it is confident that the economy has weathered recent events and is on track to achieve its maximum employment and price stability goals. Since that time, the FOMC has repeatedly reiterated that position, most recently in November, 2021. The duration of these reductions in interest rates and other lingering after-effects of the COVID-19 pandemic could adversely affect the Company’s business, financial condition and results of operations in future periods. It is reasonably possible that estimates made in the Company’s consolidated financial statements could be materially and adversely impacted as a result of the effects of the pandemic, including potential credit losses on loan receivables. Note 3. Recent Accounting Developments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses over the life of a loan. The new guidance, which is referred to as the current expected credit loss, or CECL model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans. A modified version of these requirements also applies to debt securities classified as available for sale, which will require that credit losses on those securities be recorded through an allowance for credit losses rather than a write-down. The ASU may have a material impact on the Company’s consolidated financial statements upon adoption as it will require a change in the Company’s methodology for calculating its ALL and allowance on unused commitments. The Company will transition from an incurred loss model to an expected loss model, which may result in an increase in the ALL upon adoption and may negatively impact the Company’s and the Bank’s regulatory capital ratios. The Company has formed a committee to assess the implications of this new pronouncement and transitioned to a software solution for preparing the ALL calculation and related reports that management believes provides the Company with stronger data integrity, ease and efficiency in ALL preparation. The new software solution also provides numerous training opportunities for the appropriate personnel within the Company. The Company has gathered and is continuing to analyze the historical data to serve as a basis for estimating the ALL under CECL and continues to evaluate the anticipated impact of the adoption of the ASU on its consolidated financial statements. As initially proposed, the ASU was to be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. However, on October 16, 2019, the FASB approved an extended effective date for compliance with the ASU by smaller reporting companies, which are now required to comply with the ASU for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company qualifies for this extension and does not intend to early adopt the ASU at this time. Management will continue to evaluate the Company’s CECL compliance and implementation timetable in light of the extension. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing ASU No. 2020-04 and its impact on the transition away from LIBOR for its Junior Subordinated Debentures due December 15, 2037, the Company’s only financial instruments that utilize LIBOR as a reference rate. 13 Table of Contents In March and April, 2020, federal banking regulators issued interagency guidance on accounting for loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term (that is, six months or less) modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant, provided that the loan is less than 30 days past due at the time a modification program is implemented. The banking agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs under ASC No. 310-40, Receivables - Troubled Debt Restructurings by Creditors . Additionally, a provision of the CARES Act enacted in March 2020 provides that COVID-19 related loan modifications (including modifications that are not short-term) made to a loan between March 1, 2020 and the earlier of December 31, 2020 or the sixtieth day after the end of the COVID-19 emergency declared by the President will not require the loan to be treated as a TDR under GAAP, so long as the modified loan was not past due as of December 31, 2019. On December 27, 2020, the Consolidated Appropriations Act 2021 (CAA) extended the date for COVID-19 related loan modifications from December 31, 2020 to January 1, 2022. Note 4. Earnings per Common Share Earnings per common share amounts are computed based on the weighted average number of shares of common stock issued during the period (retroactively adjusted for stock splits and stock dividends, if any), including Dividend Reinvestment Plan shares issuable upon reinvestment of dividends declared, and reduced for shares held in treasury. The following tables illustrate the calculation of earnings per common share for the periods presented, as adjusted for the cash dividends declared on the preferred stock: Three Months Ended September 30, 2021 2020 Net income, as reported $ 3,699,202 $ 2,880,443 Less: dividends to preferred shareholders 12,188 12,188 Net income available to common shareholders $ 3,687,015 $ 2,868,255 Weighted average number of common shares used in calculating earnings per share 5,354,187 5,285,771 Earnings per common share $ 0.69 $ 0.54 Nine Months Ended September 30, 2021 2020 Net income, as reported $ 9,771,309 $ 7,583,992 Less: dividends to preferred shareholders 36,563 42,188 Net income available to common shareholders $ 9,734,746 $ 7,541,804 Weighted average number of common shares used in calculating earnings per share 5,338,481 5,264,802 Earnings per common share $ 1.82 $ 1.43 14 Table of Contents Note 5. Investment Securities Debt securities AFS as of the balance sheet dates consisted of the following: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value September 30, 2021 U.S. GSE debt securities $ 10,003,253 $ 69,462 $ 105,637 $ 9,967,078 U.S. Government securities 10,128,255 6,498 33,931 10,100,822 Agency MBS 80,876,989 261,920 821,647 80,317,262 ABS and OAS 2,131,767 90,684 0 2,222,451 CMO 958,211 0 18,570 939,641 Other investments 6,934,000 195,068 183 7,128,885 Total $ 111,032,475 $ 623,632 $ 979,968 $ 110,676,139 December 31, 2020 U.S. GSE debt securities $ 8,007,142 $ 165,934 $ 3,245 $ 8,169,831 Agency MBS 40,861,370 547,930 30,951 41,378,349 ABS and OAS 2,508,997 160,999 0 2,669,996 Other investments 8,169,000 318,002 0 8,487,002 Total $ 59,546,509 $ 1,192,865 $ 34,196 $ 60,705,178 Investments pledged as collateral for repurchase agreements consisted of U.S. GSE debt securities, Agency MBS, ABS and OAS, and CMO. These repurchase agreements mature daily. These pledged investments as of the balance sheet dates were as follows: Amortized Fair Cost Value September 30, 2021 $ 66,394,672 $ 66,017,746 December 31, 2020 59,546,509 60,705,178 Proceeds from sales of debt securities were $ 884,137 for the first nine months of 2020, with gains of $ 39,086 . There were no sales for the first nine months of 2021. The scheduled maturities of debt securities as of the balance sheet dates were as follows: Amortized Fair Cost Value September 30, 2021 Due in one year or less $ 3,470,000 $ 3,519,638 Due from one to five years 11,990,364 12,117,682 Due from five to ten years 13,692,473 13,701,738 Due after ten years 1,002,649 1,019,819 Agency MBS 80,876,989 80,317,262 Total $ 111,032,475 $ 110,676,139 December 31, 2020 Due in one year or less $ 2,227,000 $ 2,247,603 Due from one to five years 5,942,000 6,239,399 Due from five to ten years 9,511,476 9,801,921 Due after ten years 1,004,663 1,037,906 Agency MBS 40,861,370 41,378,349 Total $ 59,546,509 $ 60,705,178 15 Table of Contents Agency MBS are not due at a single maturity date and have not been allocated to maturity groupings for purposes of the maturity table. Debt securities with unrealized losses as of the balance sheet dates are presented in the table below. Less than 12 months 12 months or more Total Fair Unrealized Fair Unrealized Number of Fair Unrealized Value Loss Value Loss Securities Value Loss September 30, 2021 U.S. GSE debt securities $ 5,894,967 $ 105,637 $ 0 $ 0 6 $ 5,894,967 $ 105,637 U.S. Government securities 6,565,249 33,931 0 0 13 6,565,249 33,931 Agency MBS 64,902,217 817,068 252,509 4,579 50 65,154,726 821,647 CMO 939,641 18,570 0 0 2 939,641 18,570 Other investments 247,816 183 0 0 1 247,816 183 Total $ 78,549,890 $ 975,389 $ 252,509 $ 4,579 72 $ 78,802,399 $ 979,968 December 31, 2020 U.S. GSE debt securities $ 1,999,234 $ 3,245 $ 0 $ 0 2 $ 1,999,234 $ 3,245 Agency MBS 2,076,167 19,845 520,546 11,106 6 2,596,713 30,951 Total $ 4,075,401 $ 23,090 $ 520,546 $ 11,106 8 $ 4,595,947 $ 34,196 The unrealized losses for all periods presented were principally attributable to changes in prevailing interest rates for similar types of securities and not deterioration in the creditworthiness of the issuer. Management evaluates its debt securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions, or adverse developments relating to the issuer, warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies or other adverse developments in the status of the securities have occurred, and the results of reviews of the issuer’s financial condition. As of September 30, 2021 and December 31, 2020, there were no declines in the fair value of any of the securities reflected in the table above that were deemed by management to be OTTI. Note 6. Loans, Allowance for Loan Losses and Credit Quality The composition of net loans as of the balance sheet dates was as follows: September 30, December 31, 2021 2020 Commercial & industrial $ 139,061,736 $ 161,067,501 Commercial real estate 285,912,606 280,544,550 Municipal 53,774,882 54,807,367 Residential real estate - 1st lien 174,895,121 170,507,263 Residential real estate - Jr lien 34,917,009 38,147,659 Consumer 4,077,021 4,280,990 Total loans 692,638,375 709,355,330 ALL ( 7,819,307 ) ( 7,208,485 ) Deferred net loan fees ( 1,149,278 ) ( 1,195,741 ) Net loans $ 683,669,790 $ 700,951,104 16 Table of Contents The following is an age analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment: September 30, 2021 30-89 Days 90 Days or More Total Past Due Current Total Loans Non-Accrual Loans 90 Days or More and Accruing Commercial & industrial $ 2,286,922 $ 0 $ 2,286,922 $ 136,774,814 $ 139,061,736 $ 148,674 $ 0 Commercial real estate 776,299 233,042 1,009,341 284,903,265 285,912,606 3,671,880 0 Municipal 0 0 0 53,774,882 53,774,882 0 0 Residential real estate - 1st lien 805,094 1,251,352 2,056,446 172,838,675 174,895,121 1,183,306 657,604 - Jr lien 158,845 78,311 237,156 34,679,853 34,917,009 178,845 78,311 Consumer 15,177 0 15,177 4,061,844 4,077,021 0 0 Totals $ 4,042,337 $ 1,562,705 $ 5,605,042 $ 687,033,333 $ 692,638,375 $ 5,182,705 $ 735,915 December 31, 2020 30-89 Days 90 Days or More Total Past Due Current Total Loans Non-Accrual Loans 90 Days or More and Accruing Commercial & industrial $ 119,413 $ 0 $ 119,413 $ 160,948,088 $ 161,067,501 $ 434,196 $ 0 Commercial real estate 127,343 567,957 695,300 279,849,250 280,544,550 1,875,942 0 Municipal 0 0 0 54,807,367 54,807,367 0 0 Residential real estate - 1st lien 1,872,439 828,344 2,700,783 167,806,480 170,507,263 2,173,315 390,288 - Jr lien 18,322 180,711 199,033 37,948,626 38,147,659 191,311 98,889 Consumer 14,388 0 14,388 4,266,602 4,280,990 0 0 Totals $ 2,151,905 $ 1,577,012 $ 3,728,917 $ 705,626,413 $ 709,355,330 $ 4,674,764 $ 489,177 For all loan segments, loans over 30 days past due are considered delinquent. As of the balance sheet dates presented, loans in process of foreclosure consisted of the following residential mortgage loans: Number of loans Balance September 30, 2021 5 $ 192,940 December 31, 2020 6 312,807 A Vermont state-imposed moratorium on residential foreclosure proceedings adopted in April 2020 in response to the COVID-19 pandemic, ended on July 15, 2021. Allowance for loan losses The ALL is established through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes that future payments of a loan balance are unlikely. Subsequent recoveries, if any, are credited to the allowance. Unsecured loans are charged off when they become uncollectible and no later than 120 days past due. Unsecured loans to customers who subsequently file bankruptcy are charged off within 30 days of receipt of the notification of filing or by the end of the month in which the loans become 120 days past due, whichever occurs first. For secured loans, both residential and commercial, the potential loss on impaired loans is carried as a loan loss reserve specific allocation; the loss portion is charged off when collection of the full loan appears unlikely. The unsecured portion of a real estate loan is that portion of the loan exceeding the “fair value” of the collateral less the estimated cost to sell. Value of the collateral is determined in accordance with the Company’s appraisal policy. The unsecured portion of an impaired real estate secured loan is charged off by the end of the month in which the loan becomes 180 days past due. 17 Table of Contents As described below, the allowance consists of general, specific and unallocated components. However, the entire allowance is available to absorb losses in the loan portfolio, regardless of specific, general and unallocated components considered in determining the amount of the allowance. General component The general component of the ALL is based on historical loss experience and various qualitative factors and is stratified by the following loan segments: commercial and industrial, CRE, municipal, residential real estate 1st lien, residential real estate Jr lien and consumer loans. The Company does not disaggregate its portfolio segments further into classes. Loss ratios are calculated by loan segment using appropriate look back periods. Management uses an average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment in the current economic climate. During periods of economic stability, a relatively longer period (e.g., five years) may be appropriate. During periods of significant expansion or contraction, the Company may appropriately shorten the historical time period. Due primarily to the effects of COVID-19, during 2020 the Company shortened its look back period to one year, which remained in effect as of September 30, 2021. Qualitative factors include the levels of and trends in delinquencies and non-performing loans, levels of and trends in loan risk groups, trends in volumes and terms of loans, effects of any changes in loan related policies, experience, ability and the depth of management, documentation and credit data exception levels, national and local economic trends, external factors such as competition and regulation and lastly, concentrations of credit risk in a variety of areas, including portfolio product mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of CRE loans. This evaluation is inherently subjective as it requires estimates that are susceptible to revision as more information becomes available. The qualitative factors are determined based on the various risk characteristics of each loan segment. The Company has policies, procedures and internal controls that management believes are commensurate with the risk profile of each of these segments. Major risk characteristics relevant to each portfolio segment are as follows: Commercial & Industrial - Loans in this segment include commercial and industrial loans and to a lesser extent loans to finance agricultural production. Commercial loans are made to businesses and are generally secured by assets of the business, including trade assets and equipment. While not the primary collateral, in many cases these loans may also be secured by the real estate of the business. Repayment is expected from the cash flows of the business. A weakened economy, soft consumer spending, unfavorable foreign trade conditions and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment. Commercial Real Estate - Loans in this segment are principally made to businesses and are generally secured by either owner-occupied, or non-owner occupied CRE. A relatively small portion of this segment includes farm loans secured by farm land and buildings. As with commercial and industrial loans, repayment of owner-occupied CRE loans is expected from the cash flows of the business and the segment would be impacted by the same risk factors as commercial and industrial loans. The non-owner occupied CRE portion includes both residential and commercial construction loans, vacant land and real estate development loans, multi-family dwelling loans and commercial rental property loans. Repayment of construction loans is expected from permanent financing takeout; the Company generally requires a commitment or eligibility for the take-out financing prior to construction loan origination. Real estate development loans are generally repaid from the sale of the subject real property as the project progresses. Construction and development lending entail additional risks, including the project exceeding budget, not being constructed according to plans, not receiving permits, or the pre-leasing or occupancy rate not meeting expectations. Repayment of multi-family loans and commercial rental property loans is expected from the cash flow generated by rental payments received from the individuals or businesses occupying the real estate. CRE loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. CRE lending also carries a higher degree of environmental risk than other real estate lending. Municipal - Loans in this segment are made to local municipalities, attributable to municipal financing transactions and backed by the full faith and credit of town governments or dedicated governmental revenue sources, with no historical losses recognized by the Company. Residential Real Estate - 1 st Lien - Loans in this segment are collateralized by first mortgages on 1 - 4 family 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, has an impact on the credit quality of this segment. 18 Table of Contents Residential Real Estate - Jr Lien - Loans in this segment are collateralized by junior lien mortgages on 1 - 4 family residential real estate and repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. Consumer - Loans in this segment are made to individuals for consumer and household purposes. This segment includes both loans secured by automobiles and other consumer goods, as well as loans that are unsecured. This segment also includes overdrafts, which are extensions of credit made to both individuals and businesses to cover temporary shortages in their deposit accounts and are generally unsecured. The Company maintains policies restricting the size and term of these extensions of credit. The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment. Specific component The specific component of the ALL relates to loans that are impaired. Impaired loans are loans to a borrower that in the aggregate are greater than $100,000 and that are in non-accrual status or are TDRs regardless of amount. A specific allowance is established for an impaired loan when its estimated fair value or net present value of future cash flows is less than the carrying value of the loan. For all loan segments, except consumer loans, a loan is considered impaired when, based on current information and events, in management’s estimation it is probable that the Company 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 probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant or temporary payment delays and payment shortfalls generally are not classified as impaired. Management evaluates 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 and frequency 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. Impairment is measured on a loan by loan basis, by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Impaired loans also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would otherwise not be granted. TDRs may include the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan’s terms, or a combination of the two. As described above in Note 3, under March 2020 guidance from the federal banking agencies and concurrence by the FASB, certain short-term loan accommodations made in good faith for borrowers experiencing financial difficulties due to the COVID-19 health emergency will not be considered TDRs. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment evaluation, unless such loans are subject to a restructuring agreement. Unallocated component An unallocated component of the ALL is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component reflects management’s estimate of the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The tables below summarize changes in the ALL and select loan information, by portfolio segment, for the periods indicated. As of or for the three months ended September 30, 2021 Commercial & Industrial Commercial Real Estate Municipal Residential Real Estate 1st Lien Residential Real Estate Jr Lien Consumer Unallocated Total ALL beginning balance $ 899,163 $ 3,932,846 $ 57,292 $ 1,655,042 $ 201,269 $ 61,224 $ 912,420 $ 7,719,256 Charge-offs 0 0 0 0 0 ( 30,638 ) 0 ( 30,638 ) Recoveries 0 20,162 0 2,275 8,641 10,444 0 41,522 Provision (credit) 3,201 ( 56,471 ) 28,748 ( 10,532 ) ( 20,684 ) 37,843 107,062 89,167 ALL ending balance $ 902,364 $ 3,896,537 $ 86,040 $ 1,646,785 $ 189,226 $ 78,873 $ 1,019,482 $ 7,819,307 19 Table of Contents As of or for the nine months ended September 30, 2021 Commercial & Industrial Commercial Real Estate Municipal Residential Real Estate 1st Lien Residential Real Estate Jr Lien Consumer Unallocated Total ALL beginning balance $ 842,547 $ 3,854,153 $ 82,211 $ 1,735,304 $ 234,896 $ 60,461 $ 398,913 $ 7,208,485 Charge-offs ( 18,847 ) 0 0 0 0 ( 68,011 ) 0 ( 86,858 ) Recoveries 4,761 27,160 0 4,602 9,601 27,391 0 73,515 Provision (credit) 73,903 15,224 3,829 ( 93,121 ) ( 55,271 ) 59,032 620,569 624,165 ALL ending balance $ 902,364 $ 3,896,537 $ 86,040 $ 1,646,785 $ 189,226 $ 78,873 $ 1,019,482 $ 7,819,307 ALL evaluated for impairment Individually $ 0 $ 0 $ 0 $ 88,874 $ 159 $ 0 $ 0 $ 89,033 Collectively 902,364 3,896,537 86,040 1,557,911 189,067 78,873 1,019,482 7,730,274 Total $ 902,364 $ 3,896,537 $ 86,040 $ 1,646,785 $ 189,226 $ 78,873 $ 1,019,482 $ 7,819,307 Loans evaluated for impairment Individually $ 140,098 $ 3,711,049 $ 0 $ 3,853,902 $ 134,383 $ 0 $ 7,839,432 Collectively 138,921,638 282,201,557 53,774,882 171,041,219 34,782,626 4,077,021 684,798,943 Total $ 139,061,736 $ 285,912,606 $ 53,774,882 $ 174,895,121 $ 34,917,009 $ 4,077,021 $ 692,638,375 As of or for the year ended December 31, 2020 Commercial & Industrial Commercial Real Estate Municipal Residential Real Estate 1st Lien Residential Real Estate Jr Lien Consumer Unallocated Total ALL beginning balance $ 836,766 $ 3,181,646 $ 0 $ 1,388,564 $ 289,684 $ 51,793 $ 178,038 $ 5,926,491 Charge-offs ( 39,148 ) ( 34,200 ) 0 ( 203,623 ) ( 28,673 ) ( 74,327 ) 0 ( 379,971 ) Recoveries 1,087 20,000 0 12,856 5,809 33,213 0 72,965 Provision (credit) 43,842 686,707 82,211 537,507 ( 31,924 ) 49,782 220,875 1,589,000 ALL ending balance $ 842,547 $ 3,854,153 $ 82,211 $ 1,735,304 $ 234,896 $ 60,461 $ 398,913 $ 7,208,485 ALL evaluated for impairment Individually $ 0 $ 0 $ 0 $ 108,474 $ 307 $ 0 $ 0 $ 108,781 Collectively 842,547 3,854,153 82,211 1,626,830 234,589 60,461 398,913 7,099,704 Total $ 842,547 $ 3,854,153 $ 82,211 $ 1,735,304 $ 234,896 $ 60,461 $ 398,913 $ 7,208,485 Loans evaluated for impairment Individually $ 414,266 $ 1,943,723 $ 0 $ 4,657,050 $ 135,053 $ 0 $ 7,150,092 Collectively 160,653,235 278,600,827 54,807,367 165,850,213 38,012,606 4,280,990 702,205,238 Total $ 161,067,501 $ 280,544,550 $ 54,807,367 $ 170,507,263 $ 38,147,659 $ 4,280,990 $ 709,355,330 As of or for the three months ended September 30, 2020 Commercial & Industrial Commercial Real Estate Municipal Residential Real Estate 1st Lien Residential Real Estate Jr Lien Consumer Unallocated Total ALL beginning balance $ 886,546 $ 3,406,502 $ 0 $ 1,511,897 $ 319,749 $ 48,653 $ 342,337 $ 6,515,684 Charge-offs ( 34,565 ) ( 2,200 ) 0 ( 56,500 ) 0 ( 7,560 ) 0 ( 100,825 ) Recoveries 0 0 0 4,742 533 5,475 0 10,750 Provision (credit) 90,770 222,268 41,866 36,383 6,434 8,709 ( 43,931 ) 362,499 ALL ending balance $ 942,751 $ 3,626,570 $ 41,866 $ 1,496,522 $ 326,716 $ 55,277 $ 298,406 $ 6,788,108 20 Table of Contents As of or for the nine months ended September 30, 2020 Commercial & Industrial Commercial Real Estate Municipal Residential Real Estate 1st Lien Residential Real Estate Jr Lien Consumer Unallocated Total ALL beginning balance $ 836,766 $ 3,181,646 $ 0 $ 1,388,564 $ 289,684 $ 51,793 $ 178,038 $ 5,926,491 Charge-offs ( 34,565 ) ( 2,200 ) 0 ( 134,196 ) ( 28,673 ) ( 50,458 ) 0 ( 250,092 ) Recoveries 1,087 20,000 0 10,552 5,280 28,289 0 65,208 Provision (credit) 139,463 427,124 41,866 231,602 60,425 25,653 120,368 1,046,501 ALL ending balance $ 942,751 $ 3,626,570 $ 41,866 $ 1,496,522 $ 326,716 $ 55,277 $ 298,406 $ 6,788,108 Impaired loans, by portfolio segment, were as follows: As of September 30, 2021 Recorded Investment(1) Unpaid Principal Balance Related Allowance Average Recorded Investment(1) (2) Average Recorded Investment(1) (3) Interest Income Recognized(3) Related allowance recorded Residential real estate 1st lien $ 793,401 $ 804,655 $ 88,874 $ 785,752 $ 897,008 $ 48,200 Jr lien 3,836 3,833 159 4,008 4,315 332 Total with related allowance 797,237 808,488 89,033 789,760 901,323 48,532 No related allowance recorded Commercial & industrial 140,098 161,331 261,153 339,386 204 Commercial real estate 3,711,470 4,210,006 2,795,979 2,295,473 78,462 Residential real estate 1st lien 3,094,255 3,991,516 3,253,698 3,402,302 155,005 Jr lien 130,551 176,460 133,148 133,861 0 Total with no related allowance 7,076,374 8,539,313 6,443,978 6,171,022 233,671 Total impaired loans $ 7,873,611 $ 9,347,801 $ 89,033 $ 7,233,738 $ 7,072,345 $ 282,203 (1) Recorded investment in impaired loans as of September 30, 2021 includes accrued interest receivable and deferred net loan costs of $ 34,179 . (2) For the three months ended September 30, 2021. (3) For the nine months ended September 30, 2021. 21 Table of Contents As of December 31, 2020 Recorded Investment(1) Unpaid Principal Balance Related Allowance Average Recorded Investment(1) (2) Interest Income Recognized(2) Related allowance recorded Residential real estate 1st lien $ 900,581 $ 950,063 $ 108,474 $ 889,262 $ 72,713 Jr lien 4,777 4,775 307 5,416 541 Total with related allowance 905,358 954,838 108,781 894,678 73,254 No related allowance recorded Commercial & industrial 414,266 471,405 397,136 6,396 Commercial real estate 1,944,013 2,394,284 1,746,430 14,139 Residential real estate 1st lien 3,788,965 4,607,848 3,878,829 230,838 Jr lien 130,279 169,720 163,750 4,524 Total with no related allowance 6,277,523 7,643,257 6,186,145 255,897 Total impaired loans $ 7,182,881 $ 8,598,095 $ 108,781 $ 7,080,823 $ 329,151 (1) Recorded investment in impaired loans as of December 31, 2020 includes accrued interest receivable and deferred net loan costs of $ 32,789 . (2) For the year ended December 31, 2020. As of September 30, 2020 Recorded Investment(1) Unpaid Principal Balance Related Allowance Average Recorded Investment(1) (2) Average Recorded Investment(1) (3) Interest Income Recognized(3) Related allowance recorded Residential real estate 1st lien $ 1,166,549 $ 1,207,778 $ 111,435 $ 1,015,521 $ 969,485 $ 81,313 Jr lien 5,083 5,079 361 5,249 5,576 415 Total with related allowance 1,171,632 1,212,857 111,796 1,020,770 975,061 81,728 No related allowance recorded Commercial & industrial 374,558 410,356 379,147 392,854 4,077 Commercial real estate 1,823,015 2,213,788 1,718,560 1,697,035 10,989 Residential real estate 1st lien 3,592,591 4,378,079 3,911,876 3,818,241 148,099 Jr lien 142,829 180,016 114,830 172,117 0 Total with no related allowance 5,932,993 7,182,239 6,124,413 6,080,247 163,165 Total impaired loans $ 7,104,625 $ 8,395,096 $ 111,796 $ 7,145,183 $ 7,055,308 $ 244,893 (1) Recorded investment in impaired loans as of September 30, 2020 includes accrued interest receivable and deferred net loan costs of $ 34,909 . (2) For the three months ended September 30, 2020. (3) For the nine months ended September 30, 2020. For all loan segments, the accrual of interest is discontinued when a loan is specifically determined to be impaired or when the loan is delinquent 90 days and management believes, after considering collection efforts and other factors, that the borrower’s financial condition is such that collection of interest is considered by management to be doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is generally not recognized on specific impaired loans unless the likelihood of further loss is considered by management to be remote. Interest payments received on impaired loans are generally applied as a reduction of the loan principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and a satisfactory payment performance of six or more months has occurred. 22 Table of Contents Credit Quality Grouping In developing the ALL, management uses credit quality groupings to help evaluate trends in credit quality. The Company groups credit risk into Groups A, B and C. The manner the Company utilizes to assign risk grouping is driven by loan purpose. Commercial purpose loans are individually risk graded while the retail portion of the portfolio is generally grouped by delinquency pool. Group A loans - Acceptable Risk - are loans that are expected to perform as agreed under their respective terms. Such loans carry a normal level of risk that does not require management attention beyond that warranted by the loan or loan relationship characteristics, such as loan size or relationship size. Group A loans include commercial purpose loans that are individually risk rated and retail loans that are rated by pool. Group A retail loans include performing consumer and residential real estate loans. Residential real estate loans are loans to individuals secured by 1-4 family homes, including first mortgages, home equity and home improvement loans. Loan balances fully secured by deposit accounts or that are fully guaranteed by the federal government are considered acceptable risk. Group B loans - Management Involved - are loans that require greater attention than the acceptable risk loans in Group A. Characteristics of such loans may include, but are not limited to, borrowers that are experiencing negative operating trends such as reduced sales or margins, borrowers that have exposure to adverse market conditions such as increased competition or regulatory burden, or borrowers that have had unexpected or adverse changes in management. These loans have a greater likelihood of migrating to an unacceptable risk level if these characteristics are left unchecked. Group B is limited to commercial purpose loans that are individually risk rated. Group C loans - Unacceptable Risk - are loans that have distinct shortcomings that require a greater degree of management attention. Examples of these shortcomings include a borrower’s inadequate capacity to service debt, poor operating performance, or insolvency. These loans are more likely to result in repayment through collateral liquidation. Group C loans range from those that are likely to sustain some loss if the shortcomings are not corrected, to those for which loss is imminent and non-accrual treatment is warranted. Group C loans include individually rated commercial purpose loans and retail loans adversely rated in accordance with the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification Policy. Group C retail loans include 1-4 family residential real estate loans and home equity loans past due 90 days or more with loan-to-value ratios greater than 60%, home equity loans 90 days or more past due where the Bank does not hold first mortgage, irrespective of loan-to-value, loans in bankruptcy where repayment is likely but not yet established, and lastly consumer loans that are 90 days or more past due. Commercial purpose loan ratings are assigned by the commercial account officer; for larger and more complex commercial loans, the credit rating is a collaborative assignment by the lender and the credit analyst. The credit risk rating is based on the borrower’s expected performance, i.e., the likelihood that the borrower will be able to service its obligations in accordance with the loan terms. Credit risk ratings are meant to measure risk versus simply record history. Assessment of expected future payment performance requires consideration of numerous factors. While past performance is part of the overall evaluation, expected performance is based on an analysis of the borrower’s financial strength, and historical and projected factors such as size and financing alternatives, capacity and cash flow, balance sheet and income statement trends, the quality and timeliness of financial reporting, and the quality of the borrower’s management. Other factors influencing the credit risk rating to a lesser degree include collateral coverage and control, guarantor strength and commitment, documentation, structure and covenants and industry conditions. There are uncertainties inherent in this process. Credit risk ratings are dynamic and require updating whenever relevant information is received. Risk ratings are assessed on an ongoing basis and at various points, including at delinquency or at the time of other adverse events. For larger, more complex or adversely rated loans, risk ratings are also assessed at the time of annual or periodic review. Lenders are required to make immediate disclosure to the Senior Credit Officer of any known increase in loan risk, even if considered temporary in nature. 23 Table of Contents The risk ratings within the loan portfolio, by segment, as of the balance sheet dates were as follows: As of September 30, 2021 Residential Residential Commercial Commercial Real Estate Real Estate & Industrial Real Estate Municipal 1st Lien Jr Lien Consumer Total Group A $ 135,579,309 $ 270,522,821 $ 53,774,882 $ 172,862,774 $ 34,652,449 $ 4,077,021 $ 671,469,256 Group B 707,522 8,337,352 0 0 0 0 9,044,874 Group C 2,774,905 7,052,433 0 2,032,347 264,560 0 12,124,245 Total $ 139,061,736 $ 285,912,606 $ 53,774,882 $ 174,895,121 $ 34,917,009 $ 4,077,021 $ 692,638,375 As of December 31, 2020 Residential Residential Commercial Commercial Real Estate Real Estate & Industrial Real Estate Municipal 1st Lien Jr Lien Consumer Total Group A $ 156,748,590 $ 261,932,833 $ 54,807,367 $ 167,478,918 $ 37,850,056 $ 4,280,990 $ 683,098,754 Group B 998,641 12,784,078 0 0 0 0 13,782,719 Group C 3,320,270 5,827,639 0 3,028,345 297,603 0 12,473,857 Total $ 161,067,501 $ 280,544,550 $ 54,807,367 $ 170,507,263 $ 38,147,659 $ 4,280,990 $ 709,355,330 Modifications of Loans and TDRs A loan is classified as a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. The Company is deemed to have granted such a concession if it has modified a troubled loan in any of the following ways: · Reduced accrued interest; · Reduced the original contractual interest rate to a rate that is below the current market rate for the borrower; · Converted a variable-rate loan to a fixed-rate loan; · Extended the term of the loan beyond an insignificant delay; · Deferred or forgiven principal in an amount greater than three months of payments; · Performed a refinancing and deferred or forgiven principal on the original loan; · Capitalized protective advance to pay delinquent real estate taxes; or · Capitalized delinquent accrued interest. An insignificant delay or insignificant shortfall in the amount of payments typically would not require the loan to be accounted for as a TDR. However, pursuant to regulatory guidance, any payment delay longer than three months is generally not considered insignificant. Management’s assessment of whether a concession has been granted also takes into account payments expected to be received from third parties, including third-party guarantors, provided that the third party has the ability to perform on the guarantee. The Company’s TDRs are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only, on a limited basis, reduced interest rates for borrowers below the current market rate for the borrower. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings, nor has it converted variable rate terms to fixed rate terms. However, the Company evaluates each TDR situation on its own merits and does not foreclose the granting of any particular type of concession. The Company has adopted the TDR guidance issued by the federal banking agencies in March and April 2020 regarding the treatment of certain short-term loan modifications relating to the COVID-19 pandemic (See Note 3). Under this guidance, qualifying concessions and modifications are not considered TDRs. As of September 30, 2021, the Company had granted short term loan concessions and/or modifications within the terms of this guidance to 593 borrowers, with respect to loans having an aggregate principal balance of $ 109.5 million as of September 30, 2021. These loans may bear a higher risk of default in future periods. 24 Table of Contents New TDRs, by portfolio segment, during the periods presented were as follows: Three months ended September 30, 2021 Nine months ended September 30, 2021 Pre- Post- Pre- Post- Modification Modification Modification Modification Number Outstanding Outstanding Number Outstanding Outstanding of Recorded Recorded of Recorded Recorded Contracts Investment Investment Contracts Investment Investment Commercial & industrial 0 $ 0 $ 0 1 $ 41,751 $ 41,751 Commercial real estate 1 2,250,000 2,250,000 1 2,250,000 2,250,000 1 $ 2,250,000 $ 2,250,000 2 $ 2,291,751 $ 2,291,751 Year ended December 31, 2020 Pre- Post- Modification Modification Outstanding Outstanding Number of Recorded Recorded Contracts Investment Investment Residential real estate - 1st lien 6 $ 591,826 $ 687,751 Three months ended September 30, 2020 Nine months ended September 30, 2020 Pre- Post- Pre- Post- Modification Modification Modification Modification Number Outstanding Outstanding Number Outstanding Outstanding of Recorded Recorded of Recorded Recorded Contracts Investment Investment Contracts Investment Investment Residential real estate - 1st lien 1 $ 54,318 $ 57,053 6 $ 591,826 $ 687,751 The TDRs for which there was a payment default during the twelve month periods presented below were as follows: For the twelve months ended September 30, 2021 Number of Recorded Contracts Investment Commercial & industrial 1 $ 38,751 For the twelve months ended December 31, 2020 Number of Recorded Contracts Investment Residential real estate - 1st lien 1 $ 165,168 For the twelve months ended September 30, 2020 Number of Recorded Contracts Investment Commercial & industrial 3 $ 25,720 Residential real estate - 1st lien 3 408,505 Residential real estate - Jr lien 1 50,095 7 $ 484,320 25 Table of Contents TDRs are treated as other impaired loans and carry individual specific reserves with respect to the calculation of the ALL. These loans are categorized as non-performing, may be past due, and are generally adversely risk rated. The TDRs that have defaulted under their restructured terms are generally in collection status and their reserve is typically calculated using the fair value of collateral method. The specific allowances within the ALL related to TDRs as of the balance sheet dates are presented in the table below. September 30, December 31, 2021 2020 Specific Allocation $ 89,033 $ 108,781 As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously restructured. Note 7. Goodwill and Other Intangible Assets As a result of a merger with LyndonBank on December 31, 2007, the Company recorded goodwill amounting to $ 11,574,269 . The goodwill is not amortizable and is not deductible for tax purposes. As of December 31, 2020, the most recent evaluation, management concluded that no impairment existed. Management evaluates its goodwill intangible for impairment at least annually, or more frequently as circumstances warrant, including, as applicable, circumstances arising out of the COVID-19 pandemic, including the disruptions to the economy and increased volatility in the financial markets and related impacts on the Company’s business. Note 8. Fair Value Certain assets and liabilities are recorded at fair value to provide additional insight into the Company’s quality of earnings and comprehensive income. The fair values of some of these assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available-for-sale are recorded at fair value on a recurring basis. Other assets, such as MSRs, loans held-for-sale, impaired loans, and OREO are recorded at fair value on a non-recurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury and other U.S. Government debt securities that are highly liquid and are actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets and 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 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes MSRs, collateral-dependent impaired loans and OREO. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities 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. The following methods and assumptions were used by the Company in estimating its fair value measurements: Debt Securities AFS: Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds and default rates. Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include federal agency securities. 26 Table of Contents Impaired loans: Impaired loans are reported based on one of three measures: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the collateral if the loan is collateral dependent. If the fair value is less than an impaired loan’s recorded investment, an impairment loss is recognized as part of the ALL. Accordingly, certain impaired loans may be subject to measurement at fair value on a non-recurring basis. Management has estimated the fair values of collateral-dependent loans using Level 2 inputs, such as the fair value of collateral based on independent third-party appraisals. Loans held-for-sale: The fair value of loans held-for-sale is based upon an actual purchase and sale agreement between the Company and an independent market participant. The sale is executed within a reasonable period following quarter end at the stated fair value. MSRs: MSRs represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the carrying values of MSRs, the Company obtains third party valuations based on loan level data including note rate, and the type and term of the underlying loans. The Company classifies MSRs as non-recurring Level 2. Assets and Liabilities Recorded at Fair Value on a Recurring Basis Assets measured at fair value on a recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy, are summarized below. There were no Level 3 assets or liabilities measured on a recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between Levels during either 2021 or 2020. September 30, December 31, Assets: (market approach) 2021 2020 Level 1 U.S. Government securities $ 10,100,822 $ 0 Level 2 U.S. GSE debt securities $ 9,967,078 $ 8,169,831 Agency MBS 80,317,262 41,378,349 ABS and OAS 2,222,451 2,669,996 CMO 939,641 0 Other investments 7,128,885 8,487,002 Total $ 100,575,317 $ 60,705,178 $ 110,676,139 $ 60,705,178 Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis The following table includes assets measured at fair value on a non-recurring basis that have had a fair value adjustment since their initial recognition. Impaired loans measured at fair value only include impaired loans with a partial write-down or with a related specific ALL and are presented net of the specific allowances as disclosed in Note 6. Assets measured at fair value on a non-recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy level, are summarized below. There were no Level 1 or Level 3 assets or liabilities measured on a non-recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between levels during either 2021 or 2020. September 30, December 31, Level 2 2021 2020 Assets: (market approach) Impaired loans, net of related allowance $ 150,873 $ 323,645 Loans held-for-sale 50,000 130,400 MSRs (1) 898,349 922,146 (1) Represents MSRs at lower of cost or fair value. 27 Table of Contents FASB ASC Topic 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s 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 using observable inputs when available. 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. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The estimated fair values of commitments to extend credit and letters of credit were immaterial as of the dates presented in the tables below. The estimated fair values of the Company’s financial instruments as of the balance sheet dates were as follows: September 30, 2021 Fair Fair Fair Fair Carrying Value Value Value Value Amount Level 1 Level 2 Level 3 Total (Dollars in Thousands) Financial assets: Cash and cash equivalents $ 129,752 $ 129,752 $ 0 $ 0 $ 129,752 Debt securities AFS 110,676 10,101 100,575 0 110,676 Restricted equity securities 1,447 0 1,447 0 1,447 Loans and loans held-for-sale, net of ALL Commercial & industrial 136,380 0 0 138,509 138,509 Commercial real estate 281,551 0 42 282,928 282,970 Municipal 53,610 0 0 55,437 55,437 Residential real estate - 1st lien 173,511 0 109 174,521 174,630 Residential real estate - Jr lien 34,676 0 0 34,573 34,573 Consumer 3,992 0 0 4,031 4,031 MSRs (1) 898 0 927 0 927 Accrued interest receivable 2,730 0 2,730 0 2,730 Financial liabilities: Deposits Other deposits 839,646 0 840,638 0 840,638 Brokered deposits 449 0 450 0 450 Long-term borrowings 2,300 0 2,191 0 2,191 Repurchase agreements 22,352 0 22,352 0 22,352 Operating lease obligations 913 0 913 0 913 Finance lease obligations 3,912 0 3,912 0 3,912 Subordinated debentures 12,887 0 12,876 0 12,876 Accrued interest payable 57 0 57 0 57 (1) Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount. 28 Table of Contents December 31, 2020 Fair Fair Fair Fair Carrying Value Value Value Value Amount Level 1 Level 2 Level 3 Total (Dollars in Thousands) Financial assets: Cash and cash equivalents $ 115,050 $ 115,050 $ 0 $ 0 $ 115,050 Debt securities AFS 60,705 0 60,705 0 60,705 Restricted equity securities 1,447 0 1,447 0 1,447 Loans and loans held-for-sale, net of ALL Commercial & industrial 158,601 0 0 160,371 160,371 Commercial real estate 276,476 0 208 279,281 279,489 Municipal 54,694 0 0 55,601 55,601 Residential real estate - 1st lien 169,201 0 116 170,385 170,501 Residential real estate - Jr lien 37,892 0 0 37,991 37,991 Consumer 4,218 0 0 4,238 4,238 MSRs (1) 922 0 922 0 922 Accrued interest receivable 2,988 0 2,988 0 2,988 Financial liabilities: Deposits Other deposits 778,085 0 779,824 0 779,824 Brokered deposits 4,206 0 4,208 0 4,208 Long-term borrowings 2,800 0 2,724 0 2,724 Repurchase agreements 38,727 0 38,727 0 38,727 Operating lease obligations 1,060 0 1,060 0 1,060 Finance lease obligations 38 0 38 0 38 Subordinated debentures 12,887 0 12,876 0 12,876 Accrued interest payable 86 0 86 0 86 (1) Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount. Note 9. Loan Servicing The following table shows the changes in the carrying amount of the MSRs, included in other assets in the consolidated balance sheets, for the periods indicated: Nine Months Ended Year Ended September 30, 2021 December 31, 2020 Balance at beginning of year $ 922,146 $ 939,577 MSRs capitalized 97,083 292,654 MSRs amortized ( 174,530 ) ( 256,435 ) Change in valuation allowance 53,650 ( 53,650 ) Balance at end of period $ 898,349 $ 922,146 Note 10. Legal Proceedings In the normal course of business, the Company is involved in litigation that is considered incidental to its business. Management does not expect that any such litigation will be material to the Company’s consolidated financial condition or results of operations. Note 11. Subsequent Events The Company has evaluated events and transactions through the date that the financial statements were issued for potential recognition or disclosure in these financial statements, as required by GAAP. On September 23, 2021, the Company’s Board declared a cash dividend of $ 0.22 per common share, payable November 1, 2021 to shareholders of record as of October 15, 2021. This dividend has been recorded in the Company’s consolidated financial statements as of the declaration date, including shares issuable under the DRIP. 29 Table of Contents