What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-04 compared with 2021-05-06 · 213 added, 139 removed, 1198 unchanged (23% of the section changed)

57 unchanged sentences

issued and outstanding:

33,024,882 shares at March 31, 2021 and 32,965,692 shares at December 31, 2020 (includes 144,790 and 135,205 shares of unvested participating restricted stock awards, respectively)

33,037,859 shares at June 30, 2021 and 32,965,692 shares at December 31, 2020 (includes 137,005 and 135,205 shares of unvested participating restricted stock awards, respectively)

Value of shares held in rabbi trust at cost:

83,629 shares at March 31, 2021 and 84,126 shares at December 31, 2020

83,634 shares at June 30, 2021 and 84,126 shares at December 31, 2020

( 3,116 ) ( 3,066 )

9 unchanged sentences

(Unaudited—Dollars in thousands, except per share data)

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2021 2020 2021 2020

Interest income

20 unchanged sentences

Loan level derivative income 116 2,864 289 6,461

Unrealized gain on equity securities 436 1,386 723 1,386

Other noninterest income 4,359 1,949 7,216 5,598

7 unchanged sentences

Core deposit amortization 1,293 1,433 2,685 2,964

Merger and acquisition expense 1,731 — 1,731 —

Software maintenance 1,915 1,780 3,885 3,465

Unrealized loss on equity securities — 1,799

Other noninterest expenses 13,069 13,287 25,121 27,251

13 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2021 2020 2021 2020

Net income $ 37,572 $ 24,902 $ 79,283 $ 51,653

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Net change in fair value of securities available for sale 3,793 1,695 ( 3,981 ) 11,042

6 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2021 and 2020

Three Months Ended June 30, 2021 and 2020

(Unaudited—Dollars in thousands, except per share data)

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi Trust at Cost Deferred Compensation Obligation Additional Paid in Capital Retained Earnings Accumulated Other

Comprehensive Income Total

Balance March 31, 2021 33,024,882 $ 329 $ ( 3,080 ) $ 3,080 $ 946,002 $ 741,883 $ 27,157 $ 1,715,371

Net income — — — — — 37,572 — 37,572

Other comprehensive income — — — — — — 2,410 2,410

Common dividend declared ($ 0.48 per share)

— — — — — ( 15,859 ) — ( 15,859 )

Stock based compensation — — — — 1,610 — — 1,610

Restricted stock awards issued, net of awards surrendered 6,452 — — — ( 23 ) — — ( 23 )

Shares issued under direct stock purchase plan 6,525 — — — 541 — — 541

Deferred compensation and other retirement benefit obligations — — ( 36 ) 36 — — — —

Balance June 30, 2021 33,037,859 $ 329 $ ( 3,116 ) $ 3,116 $ 948,130 $ 763,596 $ 29,567 $ 1,741,622

Balance March 31, 2020 33,260,005 $ 331 $ ( 4,604 ) $ 4,604 $ 962,513 $ 667,084 $ 49,728 $ 1,679,656

Net income — — — — — 24,902 — 24,902

Other comprehensive income — — — — — — 2,117 2,117

Common dividend declared ($ 0.46 per share)

— — — — — ( 15,152 ) — ( 15,152 )

Proceeds from exercise of stock options, net of cash paid 873 — — — ( 26 ) — — ( 26 )

Stock based compensation — — — — 1,579 — — 1,579

Restricted stock awards issued, net of awards surrendered 6,761 — — — ( 51 ) — — ( 51 )

Shares issued under direct stock purchase plan 7,548 — — — 532 — — 532

Shares repurchased under share repurchase program ( 333,077 ) ( 3 ) ( 21,862 ) ( 21,865 )

Deferred compensation and other retirement benefit obligations — — ( 45 ) 45 — — — —

Balance June 30, 2020 32,942,110 $ 328 $ ( 4,649 ) $ 4,649 $ 942,685 $ 676,834 $ 51,845 $ 1,671,692

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2021 and 2020

(Unaudited—Dollars in thousands, except per share data)

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi Trust at Cost Deferred Compensation Obligation Additional Paid in Capital Retained Earnings Accumulated Other

Comprehensive Income (Loss) Total

9 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 50 ) 50 — — — —

Balance March 31, 2021 33,024,882 $ 329 $ ( 3,080 ) $ 3,080 $ 946,002 $ 741,883 $ 27,157 $ 1,715,371

Balance June 30, 2021 33,037,859 329 ( 3,116 ) 3,116 948,130 763,596 29,567 1,741,622

Balance December 31, 2019 34,377,388 $ 342 $ ( 4,735 ) $ 4,735 $ 1,035,450 $ 654,182 $ 18,169 $ 1,708,143

4 unchanged sentences

— — — — — ( 30,554 ) — ( 30,554 )

Proceeds from exercise of stock options, net of cash paid 873 — — — ( 26 ) — — ( 26 )

Stock based compensation — — — — 2,429 — — 2,429

3 unchanged sentences

Deferred compensation and other retirement benefit obligations — — 86 ( 86 ) — — — —

Balance March 31, 2020 33,260,005 $ 331 $ ( 4,604 ) $ 4,604 $ 962,513 $ 667,084 $ 49,728 $ 1,679,656

Balance June 30, 2020 32,942,110 328 ( 4,649 ) 4,649 942,685 676,834 51,845 1,671,692

(1) Represents adjustment needed to reflect the cumulative impact on retained earnings pursuant to the Company's adoption of Accounting Standards Update 2016-13.

5 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended

Six Months Ended

Cash flow from operating activities

12 unchanged sentences

Operating lease payments ( 6,088 ) ( 5,887 )

Operating lease termination payments ( 4,750 ) —

Change in fair value on loans held for sale 1,459 ( 839 )

7 unchanged sentences

Cash flows used in investing activities

Proceeds from sales of equity securities 1,164 —

Purchases of equity securities ( 1,415 ) ( 212 )

3 unchanged sentences

Purchases of securities held to maturity ( 274,781 ) ( 95,017 )

Net purchases of Federal Home Loan Bank stock — ( 8,850 )

Net redemption (purchases) of Federal Home Loan Bank stock 1,171 ( 666 )

Investments in low income housing projects ( 9,556 ) ( 14,008 )

11 unchanged sentences

Repayments of long-term debt, net of issuance costs ( 9,375 ) ( 37,500 )

Net proceeds from exercise of stock options ( 57 ) —

Net payments for exercise of stock options ( 57 ) ( 26 )

Restricted stock awards issued, net of awards surrendered ( 1,243 ) ( 1,183 )

20 unchanged sentences

In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included.

Results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim period.

Results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim period.

For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the "2020 Form 10-K").

NOTE 2 - RECENT ACCOUNTING STANDARDS UPDATES

FASB ASC Topic 848 "Reference Rate Reform" Update No.

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 848 "Reference Rate Reform" Update No.

2020-04 was issued in March 2020 to provide optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

The amendments will not apply to contract modifications made and hedging relationship entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship.

The amendments will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship.

The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022.

4 unchanged sentences

Trading Securities

The Company had trading securities of $ 3.3 million and $ 2.8 million as of March 31, 2021 and December 31, 2020, respectively.

The Company had trading securities of $ 3.4 million and $ 2.8 million as of June 30, 2021 and December 31, 2020, respectively.

These securities are held in a rabbi trust and will be used for future payments associated with the Company’s non-qualified 401(k) Restoration Plan and Non-qualified Deferred Compensation Plan.

Equity Securities

The Company had equity securities of $ 22.4 million and $ 22.1 million as of March 31, 2021 and December 31, 2020, respectively.

The Company had equity securities of $ 23.0 million and $ 22.1 million as of June 30, 2021 and December 31, 2020, respectively.

These securities consist primarily of mutual funds held in a rabbi trust and will be used for future payments associated with the Company’s supplemental executive retirement plans.

The following table represents a summary of the gains and losses recognized within non-interest income and non-interest expense within the consolidated statements of income that relate to equity securities for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2021 2020 2021 2020

Dollars in thousands

4 unchanged sentences

The following table summarizes the amortized cost, allowance for credit losses, and fair value of available for sale securities and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) as of the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Gains Gross Unrealized

4 unchanged sentences

(Dollars in thousands)

Available for sale securities

government agency securities $ 192,829 $ 2,080 $ ( 867 ) $ — $ 194,042 $ 22,476 $ 1,640 $ — $ — $ 24,116

treasury securities 132,247 136 ( 32 ) — 132,351 — — — — —

Agency mortgage-backed securities 308,670 7,256 ( 1,830 ) — 314,096 224,293 9,337 ( 1 ) — 233,629

5 unchanged sentences

Total available for sale securities $ 782,361 $ 15,237 $ ( 3,082 ) $ — $ 794,516 $ 395,453 $ 17,869 $ ( 462 ) $ — $ 412,860

The Company did not record a provision for estimated credit losses on any available for sale securities during the three months ended March 31, 2021 and 2020.

Excluded from the table above is accrued interest on available for sale securities of $ 2.0 million and $ 1.2 million as of March 31, 2021 and December 31, 2020, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on available for sale securities during the three months ended March 31, 2021 and 2020.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of March 31, 2021 and December 31, 2020.

The Company did not record a provision for estimated credit losses on any available for sale securities during the three and six months ended June 30, 2021 and 2020.

Excluded from the table above is accrued interest on available for sale securities of $ 2.1 million and $ 1.2 million as of June 30, 2021 and December 31, 2020, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on available for sale securities during the three and six months ended June 30, 2021 and 2020.

Furthermore, no

securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of June 30, 2021 and December 31, 2020.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.

The Company had no sales of securities available for sale during the three months ended March 31, 2021 and 2020, and therefore no gains or losses were realized during the periods presented.

The following tables show the gross unrealized losses and fair value of the Company’s available for sale securities in an unrealized loss position, and for which the Company has not recorded a provision for credit losses.

The Company had no sales of securities available for sale during the three or six months ended June 30, 2021 and 2020, and therefore no gains or losses were realized during the periods presented.

These available for sale securities are aggregated by major security type and length of time that individual securities have been in a continuous unrealized loss position:

March 31, 2021

June 30, 2021

Less than 12 months 12 months or longer Total

5 unchanged sentences

government agency securities 4 $ 114,362 $ ( 867 ) $ — $ — $ 114,362 $ ( 867 )

treasury securities 1 35,115 ( 32 ) — — 35,115 ( 32 )

Agency mortgage-backed securities 9 134,589 ( 1,829 ) 287 ( 1 ) 134,876 ( 1,830 )

Agency collateralized mortgage obligations 1 7,240 ( 5 ) — — 7,240 ( 5 )

Single issuer trust preferred securities issued by banks and insurers 1 — — 488 ( 1 ) 488 ( 1 )

Pooled trust preferred securities issued by banks and insurers 1 — — 1,061 ( 348 ) 1,061 ( 348 )

14 unchanged sentences

In addition, management does not believe that any of the securities are impaired due to reasons of credit quality.

As a result, the Company did not recognize a provision for credit losses on these investments for the three months ended March 31, 2021 and 2020.

As a result, the Company did not recognize a provision for credit losses on these investments during the three and six months ended June 30, 2021 and 2020.

The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, and current analysts’ evaluations.

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at March 31, 2021:

Government Agency Securities, Agency Mortgage-Backed Securities and Agency Collateralized Mortgage Obligations:

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at June 30, 2021:

Government Agency Securities, U.S.

Treasury Securities, Agency Mortgage-Backed Securities and Agency Collateralized Mortgage Obligations:

These portfolios have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment.

2 unchanged sentences

Government or one of its agencies.

• Single Issuer Trust Preferred Securities:

This portfolio consists of one security, which is investment grade.

The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic environment.

Management evaluates various financial metrics for the issuer, including regulatory capital ratios of the issuer.

• Pooled Trust Preferred Securities:

1 unchanged sentence

The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic and regulatory environment.

Management evaluates collateral credit and instrument

structure, including current and expected deferral and default rates and timing.

Management evaluates collateral credit and instrument structure, including current and expected deferral and default rates and timing.

In addition, discount rates are determined by evaluating comparable spreads observed currently in the market for similar instruments.

1 unchanged sentence

The following table summarizes the amortized cost, fair value and allowance for credit losses of held to maturity securities and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) as of the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Gains Gross Unrealized

4 unchanged sentences

(Dollars in thousands)

government agency securities $ 33,853 $ — $ ( 123 ) $ — $ 33,730 $ — $ — $ — $ — $ —

treasury securities 3,010 28 — — 3,038 4,017 60 — — 4,077

4 unchanged sentences

Total held to maturity securities $ 861,821 $ 20,216 $ ( 4,236 ) $ — $ 877,801 $ 724,512 $ 28,007 $ ( 342 ) $ — $ 752,177

The Company did not record a provision for estimated credit losses on any held to maturity securities during the three months ended March 31, 2021 and 2020.

Excluded from the table above is accrued interest on held to maturity securities of $ 1.6 million and $ 1.5 million as of March 31, 2021 and December 31, 2020, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities during the three months ended March 31, 2021 and 2020.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of March 31, 2021 and December 31, 2020.

The Company did not record a provision for estimated credit losses on any held to maturity securities during the three and six months ended June 30, 2021 and 2020.

Excluded from the table above is accrued interest on held to maturity securities of $ 1.6 million and $ 1.5 million as of June 30, 2021 and December 31, 2020, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities during the three and six months ended June 30, 2021 and 2020.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of June 30, 2021 and December 31, 2020.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.

The Company had no sales of held to maturity securities during the three months ended March 31, 2021 and 2020, and therefore no gains or losses were realized during the periods presented.

The Company had no sales of held to maturity securities during the three and six months ended June 30, 2021 and 2020, and therefore no gains or losses were realized during the periods presented.

The Company monitors the credit quality of held to maturity securities through the use of credit ratings.

Credit ratings are monitored by the Company on at least a quarterly basis.

As of March 31, 2021, all held to maturity securities held by the Company were rated investment grade or higher.

As of June 30, 2021, all held to maturity securities held by the Company were rated investment grade or higher.

The actual maturities of certain available for sale or held to maturity securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

A schedule of the contractual maturities of available for sale and held to maturity securities as of March 31, 2021 is presented below:

A schedule of the contractual maturities of available for sale and held to maturity securities as of June 30, 2021 is presented below:

Due in one year or less Due after one year to five years Due after five to ten years Due after ten years Total

6 unchanged sentences

government agency securities $ 10,000 $ 10,123 $ — $ — $ 182,829 $ 183,919 $ — $ — $ 192,829 $ 194,042

treasury securities — — — — 132,247 132,351 — — 132,247 132,351

Agency mortgage-backed securities — — 80,105 82,563 97,297 97,247 131,268 134,286 308,670 314,096

6 unchanged sentences

Held to maturity securities

government agency securities $ — $ — $ 33,853 $ 33,730 $ — $ — $ — $ — $ 33,853 $ 33,730

treasury securities 3,010 3,038 — — — — — — 3,010 3,038

5 unchanged sentences

Total $ 13,360 $ 13,512 $ 117,953 $ 120,514 $ 538,704 $ 541,232 $ 974,165 $ 997,059 $ 1,644,182 $ 1,672,317

Included in the table above are $ 3.3 million of callable securities at March 31, 2021.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 420.2 million and $ 419.6 million at March 31, 2021 and December 31, 2020, respectively.

At March 31, 2021 and December 31, 2020, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

Included in the table above are $ 3.3 million of callable securities at June 30, 2021.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 447.4 million and $ 419.6 million at June 30, 2021 and December 31, 2020, respectively.

At June 30, 2021 and December 31, 2020, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

NOTE 4 - LOANS, ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

1 unchanged sentence

The following table summarizes the change in allowance for credit losses by loan category, and bifurcates the amount of loans allocated to each loan category for the period indicated:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

(Dollars in thousands)

11 unchanged sentences

Ending balance (1) $ 17,032 $ 44,325 $ 4,865 $ 3,612 $ 12,014 $ 20,087 $ 422 $ 102,357

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

(Dollars in thousands)

4 unchanged sentences

Business Residential

Real Estate Home Equity Other Consumer Total

Allowance for credit losses

Beginning balance $ 21,649 $ 29,498 $ 3,747 $ 3,829 $ 14,847 $ 17,910 $ 896 $ 92,376

Charge-offs — — — ( 36 ) — ( 4 ) ( 670 ) ( 710 )

Recoveries 4 — — 3 — 95 408 510

Provision for credit loss expense 4,009 7,458 754 765 199 6,859 ( 44 ) 20,000

Ending balance (1) $ 25,662 $ 36,956 $ 4,501 $ 4,561 $ 15,046 $ 24,860 $ 590 $ 112,176

Six Months Ended June 30, 2021

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

Real Estate Home Equity Other Consumer Total

Allowance for credit losses

Beginning balance $ 21,086 $ 45,009 $ 5,397 $ 5,095 $ 14,275 $ 22,060 $ 470 $ 113,392

Charge-offs ( 3,473 ) — — ( 101 ) — ( 69 ) ( 524 ) ( 4,167 )

Recoveries 99 57 — 15 1 58 402 632

Provision for credit loss expense ( 680 ) ( 741 ) ( 532 ) ( 1,397 ) ( 2,262 ) ( 1,962 ) 74 ( 7,500 )

Ending balance (1) $ 17,032 $ 44,325 $ 4,865 $ 3,612 $ 12,014 $ 20,087 $ 422 $ 102,357

Six Months Ended June 30, 2020

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

Home Equity Other Consumer Total

7 unchanged sentences

Ending balance (1) $ 25,662 $ 36,956 $ 4,501 $ 4,561 $ 15,046 $ 24,860 $ 590 $ 112,176

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 33.4 million and $ 25.9 million as of March 31, 2021 and March 31, 2020, respectively.

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 29.9 million and $ 32.9 million as of June 30, 2021 and June 30, 2020, respectively.

(2) Represents adjustment needed to reflect the cumulative day one impact pursuant to the Company's adoption of Accounting Standards Update 2016-13.

2 unchanged sentences

The adjustment represents a $ 1.2 million increase to the allowance resulting from the day one reclassification.

The balance of allowance for credit losses of $ 107.5 million as of March 31, 2021 represents a decrease of $ 5.8 million, or 5.2 % compared to December 31, 2020.

The decrease in the allowance was driven primarily by $ 3.3 million of charge-offs and $ 2.5 million of negative provision.

The negative provision reflects improvements in asset quality metrics and overall macro-economic assumptions, as well as an overall reduction in loan balances for the quarter.

While management is unable to know with certainty the direct, indirect, and future impacts of the COVID-19 pandemic, it is expected that the pandemic will have a material adverse impact on future losses across a broad range of loan segments.

As such, the allowance for credit losses as of March 31, 2021 reflects increased reserve allocations to loan segments that are considered to have elevated loss exposure associated with the COVID-19 pandemic in comparison to March 31, 2020.

These loan segments primarily include commercial relationships within industries that are subject to mandated closures and capacity limits that will potentially impede the borrowers’ ability to make loan payments, including loans in the following industry sections:

Accommodations, Food Services, Retail Trade, Recreation and Entertainment, and Other Services (excluding Public Administration).

In addition to these industry exposures, additional risk of loss was attributable to non-owner occupied real estate borrowers with significant retail

tenant exposure, as well as home equity loans within a junior lien position.

The balance of allowance for credit losses of $ 102.4 million as of June 30, 2021 represents a decrease of $ 5.2 million, or 4.8 %, compared to March 31, 2021.

The decrease in the allowance was primarily driven by $ 5.0 million of negative provision recorded during the quarter, reflecting improvements in overall macro-economic forecast assumptions, continued strong asset quality metrics, and modest overall loan growth (excluding the PPP loan activity.) While management is unable to know with certainty the direct, indirect, and future impacts of the COVID-19 pandemic, it is expected that the pandemic could have a significant adverse impact on future losses across a broad range of loan segments.

As such, the allowance for credit losses at June 30, 2021 continues to reflect increased reserve allocations to loan segments that are considered to have elevated loss exposure associated with the COVID-19 pandemic.

These loan segments primarily include commercial relationships within industries that have been subject to mandated closures and capacity limits that have impeded and could potentially impede the borrowers’ ability to make loan payments, including loans in the following industry sections:

Accommodations, Food Services, Retail Trade, Other Services (excluding Public Administration), and Arts, Entertainment and Recreation.

In addition to these industry exposures, additional risk of loss was attributable to non-owner occupied real estate borrowers with significant retail tenant exposure, as well as home equity loans within a junior lien position.

Leveraging actual historical loss given default (LGD) rates combined with stressing of assumptions over probability of default rates over these higher risk segments, qualitative adjustments were made to the initially model-driven calculated loss reserves.

80 unchanged sentences

Under this structure, consumer loans less than 90 days past due are assigned a "pass" rating, while any consumer loans 90 days or more past due are assigned a "default" rating.

Consumer loan modifications granted by the Company allowing payment deferrals for qualifying borrowers in accordance with the CARES Act have not been categorized as delinquent loans.

Consumer loan modifications granted by the Company allowing payment deferrals for qualifying borrowers in accordance with the CARES Act were not categorized as delinquent loans.

The following table details the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of the dates indicated below:

March 31, 2021

June 30, 2021

2021 2020 2019 2018 2017 Prior Revolving Loans Revolving converted to Term Total (1)

40 unchanged sentences

Total $ 1,443,866 $ 1,957,578 $ 1,136,651 $ 687,041 $ 739,884 $ 1,644,534 $ 1,323,474 $ 5,960 $ 8,938,988

March 31, 2020

June 30, 2020

2020 2019 2018 2017 2016 Prior Revolving Loans Revolving converted to Term Total (1)

40 unchanged sentences

Total $ 1,643,596 $ 1,632,765 $ 1,141,583 $ 1,044,272 $ 820,215 $ 1,606,888 $ 1,448,724 $ 21,605 $ 9,359,648

(1) Loan origination dates in the tables above reflect the original origination date, or the date of a material modification of a previously originated loan.

(2) Loans originated as part of the Paycheck Protection Program ("PPP") established by the CARES Act are included within commercial and industrial under the 2021 and 2020 vintage year and "pass" category as these loans are 100% guaranteed by the U.S.

Outstanding PPP loans totaled $ 846.3 million as of March 31, 2021, including $ 506.3 million and $ 340.0 million originated in 2020 and 2021, respectively.

Outstanding PPP loans totaled $ 482.7 million as of June 30, 2021, including $ 112.2 million and $ 370.5 million originated in 2020 and 2021, respectively, while outstanding PPP loans as of June 30, 2020 totaled $ 793.0 million.

For the Company’s consumer portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower.

10 unchanged sentences

LTV (re-valued)(2)(3) 45.5 % 46.0 %

(1) The average FICO scores at March 31, 2021 are based upon rescores from March 2021, as available for previously originated loans, or origination score data for loans booked in March 2021.

(1) The average FICO scores at June 30, 2021 are based upon rescores from June 2021, as available for previously originated loans, or origination score data for loans booked in June 2021.

The average FICO scores at December 31, 2020 were based upon rescores available from December 2020, as available for previously originated loans, or origination score data for loans booked in December 2020.

(2) The combined LTV ratios for March 31, 2021 are based upon updated automated valuations as of February 2021, when available, and/or the most current valuation data available.

(2) The combined LTV ratios for June 30, 2021 are based upon updated automated valuations as of May 2021, when available, and/or the most current valuation data available.

The combined LTV ratios for December 31, 2020 were based upon updated automated valuations as of November 2020, when available, and/or the most current valuation data available as of such date.

4 unchanged sentences

Management evaluates the need for a reserve on unfunded lending commitments in a manner consistent with loans held for investment.

At March 31, 2021, and December 31, 2020 the Company's estimated reserve for unfunded commitments amounted to $ 1.0 million and $ 1.2 million, respectively.

At each of June 30, 2021, and December 31, 2020 the Company's estimated reserve for unfunded commitments amounted to $ 1.2 million.

Asset Quality

4 unchanged sentences

In response to the COVID-19 pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the pandemic.

The balance of loans with active deferrals as of March 31, 2021 and December 31, 2020 was $ 220.6 million and $ 173.6 million, respectively.

The majority of these loans with active deferrals continue to be characterized as current loans.

In accordance with regulatory guidance, these modifications are not considered to be troubled debt restructures ("TDRs") if they were performing prior to December 31, 2019.

Additionally, a majority of these are characterized as current and therefore are not impacting nonaccrual or delinquency totals as of March 31, 2021 and December 31, 2020.

The balance of loans with active deferrals as of June 30, 2021 and December 31, 2020 was $ 233.8 million and $ 173.6 million, respectively.

The majority of these loans with active deferrals as of June 30, 2021 continue to be characterized as current loans.

In accordance with regulatory guidance, these modifications are not considered to be troubled debt restructures ("TDRs") if they were performing as of December 31, 2019.

Additionally, a majority of these are modified loans are characterized as current and therefore are not impacting nonaccrual or delinquency totals as of June 30, 2021 and December 31, 2020.

The Company does, however, consider all active deferrals when estimating loss reserves.

2 unchanged sentences

Nonaccrual Balances

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

With Allowance for Credit Losses Without Allowance for Credit Losses Total With Allowance for Credit Losses Without Allowance for Credit Losses Total

7 unchanged sentences

Total nonaccrual loans (1) $ 26,618 $ 21,200 $ 47,818 $ 31,332 $ 35,528 $ 66,860

(1) Included in these amounts were $ 21.2 million and $ 22.2 million of nonaccruing TDRs at March 31, 2021 and December 31, 2020, respectively.

It is the Company's policy to reverse any accrued interest when a loan is put on nonaccrual status, and, as such, the Company did not record any interest income on nonaccrual loans during the three months ended March 31, 2021 and March 31, 2020.

In accordance with government moratorium orders established in response to the COVID-19 pandemic, new foreclosures pursued by the Company were on hold as of March 31, 2021, and in turn, all loan foreclosures in process as of March 31, 2021 had begun prior to the commencement of the moratorium orders.

(1) Included in these amounts were $ 20.2 million and $ 22.2 million of nonaccruing TDRs at June 30, 2021 and December 31, 2020, respectively.

In accordance with government moratorium orders established in response to the COVID-19 pandemic, new foreclosures pursued by the Company have been on hold through June 30, 2021, and all loan foreclosures in process as of June 30, 2021 were in compliance with the orders.

The following table shows information regarding foreclosed residential real estate property at the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(Dollars in thousands)

2 unchanged sentences

The following tables show the age analysis of past due financing receivables as of the dates indicated:

March 31, 2021

June 30, 2021

30-59 days 60-89 days 90 days or more Total Past Due Total

46 unchanged sentences

The following table shows the Company’s total TDRs and other pertinent information as of the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(Dollars in thousands)

7 unchanged sentences

For all residential loan modifications, the borrower must perform during a 90 day trial period before the modification is finalized.

The following table shows the troubled debt restructurings which occurred during the periods indicated and the change in the recorded investment subsequent to the modifications occurring:

Three Months Ended

March 31, 2021

The following table shows the TDRs which occurred during the periods indicated and the change in the recorded investment subsequent to the modifications occurring:

Three Months Ended Six Months Ended

June 30, 2021 June 30, 2021

Contracts Pre-Modification

Investment Post-Modification

Investment Number of

Contracts Pre-Modification

Investment Post-Modification

(Dollars in thousands)

4 unchanged sentences

Total (1) 1 $ 89 $ 89 8 $ 18,301 $ 18,301

Three Months Ended

March 31, 2020

Three Months Ended Six Months Ended

June 30, 2020 June 30, 2020

Contracts Pre-Modification

Investment Post-Modification

Investment Number of

Contracts Pre-Modification

Investment Post-Modification

(Dollars in thousands)

6 unchanged sentences

(1) The pre-modification and post-modification balances represent the legal principal balance of the loan.

During the first quarter of 2021 and 2020 there were two relationships amounting to $ 14.3 million and $ 872,000 that related to additional modifications on previously existing TDRs.

Activity presented in the tables above includes no modifications on existing TDRs during the three months ended June 30, 2021, $ 14.3 million of modifications on existing TDRs during the six months ended June 30, 2021, and $ 510,000 and $ 1.4 million of modifications on existing TDRs during the three and six months ended June 30, 2020, respectively.

The following table shows the Company’s post-modification balance of TDRs listed by type of modification for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2021 2020 2021 2020

(Dollars in thousands)

5 unchanged sentences

The Company considers a loan to have defaulted when it reaches 90 days past due.

During the three months ended March 31, 2021 and March 31, 2020 there were no loans modified during the prior twelve months that subsequently defaulted during the respective periods.

During the six months ended June 30, 2021 and June 30, 2020, there were no loans modified during the prior twelve months that subsequently defaulted during the respective periods.

NOTE 5 - STOCK BASED COMPENSATION

During the three months ended March 31, 2021, the Company had the following activity related to stock based compensation:

During the six months ended June 30, 2021, the Company had the following activity related to stock based compensation:

Time Vested Restricted Stock Awards

2 unchanged sentences

2/18/2021 49,550 2005 Employee Stock Plan $ 81.84 Ratably over 5 years from grant date

The fair value of the restricted stock awards is based upon the average of the high and low price at which the Company’s common stock traded on the date of grant.

The holders of restricted stock awards are entitled to receive dividends and to vote from and as of the date of grant.

5/25/2021 7,680 2018 Non-Employee Director Stock Plan $ 78.18 Shares vested immediately

Performance-Based Restricted Stock Awards

On February 18, 2021, the Company granted 18,900 performance-based restricted stock awards to certain executive level employees.

These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of $ 81.84 , determined by the average of the high and low price at which the Company's common stock traded on the date of grant.

The number of shares to be vested is contingent upon the Company's attainment of certain performance measures outlined in the award agreement and will be measured as of the end of the three year performance period, January 1, 2021 through December 31, 2023.

These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of $ 81.84 .

The number of shares to be vested are contingent upon the Company's attainment of certain performance criteria to be measured at the end of a three year performance period, ending December 31, 2023.

The awards will vest upon the earlier of the date on which it is determined if the performance goal is achieved subsequent to the performance period or March 31, 2024.

These awards are accounted for as equity awards due to the nature of these awards and the fact that these shares will not be settled in cash.

The holders of these awards are not entitled to receive dividends or vote until the shares are vested.

On March 12, 2021, the performance-based restricted stock awards that were awarded on February 15, 2018 vested at 85 % of the maximum target shares awarded, or 13,005 shares.

14 unchanged sentences

The following tables reflect the Company's derivative positions as of the dates indicated below for interest rate derivatives which qualify as cash flow hedges for accounting purposes:

March 31, 2021

June 30, 2021

Weighted Average Rate

24 unchanged sentences

The Company expects approximately $ 19.3 million (pre-tax) to be reclassified as an increase to interest income and $ 713,000 (pre-tax) to be reclassified as an increase to interest expense, from OCI related to the Company’s cash flow hedges in the next twelve months.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve as of March 31, 2021.

The Company had no fair value hedges as of March 31, 2021 or December 31, 2020.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve as of June 30, 2021.

The Company had no fair value hedges as of June 30, 2021 or December 31, 2020.

Customer Related Positions

17 unchanged sentences

(1) Less than 1 year Less than 2 years Less than 3 years Less than 4 years Thereafter Total Fair Value

March 31, 2021

June 30, 2021

(Dollars in thousands)

26 unchanged sentences

Mortgage Derivatives

The Company enters into commitments to fund residential mortgage loans at specified rates and times in the future, with the intention that loans will likely be sold subsequently in the secondary market.

The Company enters into commitments to fund residential mortgage loans at specified rates and times in the future, with the intention that loans may be sold subsequently in the secondary market.

Mortgage loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding.

2 unchanged sentences

The change in fair value of loans held for sale is recorded in current period earnings as a component of mortgage banking income in accordance with the Company's fair value election.

The fair value of loans held for sale decreased by $ 1.8 million and increased by $ 255,000 for the three month periods ended March 31, 2021 and 2020, respectively.

The fair value of loans held for sale increased by $ 305,000 and $ 583,000 for the three month periods ended June 30, 2021 and 2020, respectively.

The fair value of loans held for sale decreased by $ 1.5 million and increased by $ 839,000 for the six month periods ended June 30, 2021 and 2020, respectively.

These amounts were offset in earnings by the change in the fair value of mortgage derivatives.

17 unchanged sentences

The Company expects that these best efforts forward loan sale commitments will experience a net neutral shift in fair value with related derivative loan commitments.

The aggregate amount of net realized gains or losses on sales of such loans included within mortgage banking income was $ 8.1 million and $ 4.5 million for the three months ended March 31, 2021 and 2020, respectively.

The aggregate amount of net realized gains or losses on sales of such loans included within mortgage banking income was $ 4.2 million and $ 6.1 million for the three month periods ended June 30, 2021 and 2020, respectively, and $ 12.3 million and $ 10.6 million for the six months ended June 30, 2021 and 2020, respectively.

Balance Sheet Offsetting

9 unchanged sentences

2021 December 31

2020 March 31

2021 December 31

20 unchanged sentences

(2) All liability derivatives are located in other liabilities on the balance sheet.

(3) Approximately $ 1.2 million and $ 1.7 million of accrued interest receivable is included in the fair value of the interest rate and loan level asset derivatives, respectively, as of March 31, 2021.

(3) Approximately $ 1.2 million and $ 1.6 million of accrued interest receivable is included in the fair value of the interest rate and loan level asset derivatives, respectively, as of June 30, 2021.

Accrued interest receivable of approximately and $ 1.2 million and $ 2.0 million is included in the fair value of the interest rate and loan level asset derivatives, respectively, as of December 31, 2020.

(4) Approximately $ 56,000 and $ 1.7 million of accrued interest payable is included in the fair value of the interest rate and loan level liability derivatives, respectively, as of March 31, 2021.

(4) Approximately $ 58,000 and $ 1.6 million of accrued interest payable is included in the fair value of the interest rate and loan level liability derivatives, respectively, as of June 30, 2021.

Accrued interest payable of approximately $ 81,000 and $ 2.0 million is included in the fair value of the interest rate and loan level derivative liabilities, respectively, as of December 31, 2020.

(5) Netting adjustments represent the amounts recorded to convert derivative assets and liabilities cleared through CME from a gross basis to a net basis, inclusive of the variation margin payments, in accordance with applicable accounting guidance.

As displayed in the table above, derivatives that cleared through the CME were either in a net asset position or a net liability position as of March 31, 2021.

As displayed in the table above, derivatives that cleared through the CME were either in a net asset position or a net liability position as of June 30, 2021.

(6) Reflects offsetting derivative positions with the same counterparty that are not netted on the balance sheet.

The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2021 2020 2021 2020

(Dollars in thousands)

15 unchanged sentences

If the Company fails to meet these conditions, the counterparties could request the Company make immediate payment or demand that the Company provide immediate and ongoing full collateralization on derivative positions in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk related contingent features that were in a net liability position was $ 28.5 million and $ 79.8 million at March 31, 2021 and December 31, 2020, respectively.

Although none of the contingency provisions have applied as of March 31, 2021 and December 31, 2020, the Company has posted collateral to offset the net liability exposure with institutional counterparties.

The aggregate fair value of all derivative instruments with credit-risk related contingent features that were in a net liability position was $ 42.2 million and $ 79.8 million at June 30, 2021 and December 31, 2020, respectively.

Although none of the contingency provisions have applied as of June 30, 2021 and December 31, 2020, the Company has posted collateral to offset the net liability exposure with institutional counterparties.

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required.

3 unchanged sentences

As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

The Company's exposure relating to institutional counterparties was $ 50.9 million and $ 48.8 million at March 31, 2021 and December 31, 2020, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 76.8 million and $ 127.2 million at March 31, 2021 and December 31, 2020, respectively.

The Company's exposure relating to institutional counterparties was $ 40.5 million and $ 48.8 million at June 30, 2021 and December 31, 2020, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 81.7 million and $ 127.2 million at June 30, 2021 and December 31, 2020, respectively.

Credit exposure may be reduced by the value of collateral pledged by the counterparty.

5 unchanged sentences

When determining fair value, the Company considers pricing information and other inputs that are current as of the measurement date.

In periods of market dislocation, the observability of prices and other inputs may be reduced for certain instruments, or not available at all.

In periods of market dislocation, the observability of prices and other inputs

may be reduced for certain instruments, or not available at all.

The unavailability or reduced availability of pricing or other input information could cause an instrument to be reclassified from one level to another.

9 unchanged sentences

Valuation Techniques

There have been no changes in the valuation techniques used during the three months ended March 31, 2021.

There have been no changes in the valuation techniques used during the six months ended June 30, 2021.

Trading and Equity Securities

1 unchanged sentence

These securities are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied.

Government Agency Securities

Government Agency and U.S.

Treasury Securities

Fair value is estimated using either multi-dimensional spread tables or benchmarks.

29 unchanged sentences

Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate derivatives and risk participation agreements may also utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of March 31, 2021 and December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

However, as of June 30, 2021 and December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are properly classified as Level 2.

22 unchanged sentences

(Level 2) Significant

March 31, 2021

June 30, 2021

(Dollars in thousands)

4 unchanged sentences

government agency securities 194,042 — 194,042 —

treasury securities 132,351 — 132,351 —

Agency mortgage-backed securities 314,096 — 314,096 —

43 unchanged sentences

(Level 2) Significant

March 31, 2021

June 30, 2021

(Dollars in thousands)

1 unchanged sentence

Securities held to maturity (a)

government agency securities $ 33,853 $ 33,730 $ — $ 33,730 $ —

treasury securities $ 3,010 $ 3,038 $ — $ 3,038 $ —

63 unchanged sentences

The following table presents the revenue streams that the Company has disaggregated as of the periods indicated:

Three Months Ended

2021 March 31

Three Months Ended Six Months Ended

(Dollars in thousands)

47 unchanged sentences

The following table provides the amount of investment management revenue earned but not received as of the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(Dollars in thousands)

28 unchanged sentences

Three Months Ended

March 31, 2021

June 30, 2021 Six Months Ended

June 30, 2021

Amount Tax (Expense)

Benefit After Tax

Amount Pre Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

9 unchanged sentences

Net change in other comprehensive income for defined benefit postretirement plans (1) 292 ( 82 ) 210 1,431 ( 402 ) 1,029

Total other comprehensive loss $ ( 18,381 ) $ 4,843 $ ( 13,538 )

Total other comprehensive income (loss) $ 3,184 $ ( 774 ) $ 2,410 $ ( 15,197 ) $ 4,069 $ ( 11,128 )

Three Months Ended

March 31, 2020

June 30, 2020 Six Months Ended

June 30, 2020

Amount Tax (Expense)

Benefit After Tax

Amount Pre Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

9 unchanged sentences

Net change in other comprehensive income for defined benefit postretirement plans (1) 314 ( 89 ) 225 ( 761 ) 214 ( 547 )

Total other comprehensive income $ 43,029 $ ( 11,470 ) $ 31,559

Total other comprehensive income (loss) $ 2,920 $ ( 803 ) $ 2,117 $ 45,949 $ ( 12,273 ) $ 33,676

(1) The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in Note 15 "Employee Benefit Plans" within the Notes to the Consolidated Financial Statements included in Item 8 of the Company's 2020 Form 10-K.

1 unchanged sentence

Unrealized Gain (Loss)

on Securities Unrealized Gain on Cash Flow Hedge Defined Benefit Postretirement Plans Accumulated Other Comprehensive Income (Loss)

on Securities Unrealized Gain (Loss) on Cash Flow Hedge Defined Benefit Postretirement Plans Accumulated Other Comprehensive Income (Loss)

(Dollars in thousands)

3 unchanged sentences

Ending balance:

March 31, 2021 $ 5,481 $ 26,693 $ ( 5,017 ) $ 27,157

June 30, 2021 $ 9,274 $ 25,100 $ ( 4,807 ) $ 29,567

Beginning balance:

2 unchanged sentences

Ending balance:

March 31, 2020 $ 13,745 $ 39,463 $ ( 3,480 ) $ 49,728

June 30, 2020 $ 15,440 $ 39,660 $ ( 3,255 ) $ 51,845

NOTE 10 - COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

The following table summarizes the above financial instruments at the dates indicated:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(Dollars in thousands)

6 unchanged sentences

Se veral of these leases contain renewal options to extend lease terms for a period of 3 to 10 years.

During the fourth quarter of 2020, the Company committed to pay lease termination fees of $ 4.8 million, incurred in connection with two branch closure decisions.

It is anticipated that these payments will be made in the second quarter of 2021.

During the fourth quarter of 2020, the Company recognized $ 4.8 million in lease termination costs associated with two branch closure decisions.

These termination fees were paid by the Company during the second quarter of 2021.

There has been no significant change in the future minimum lease payments payable by the Company since December 31, 2020.

1 unchanged sentence

Other Contingencies

At March 31, 2021, the Bank was involved in pending lawsuits that arose in the ordinary course of business.

At June 30, 2021, the Bank was involved in pending lawsuits that arose in the ordinary course of business.

Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome.

In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

Historically, the Bank was required to maintain certain reserve requirements of vault cash and/or deposits with the Federal Reserve Bank of Boston, however the reserve requirement was reduced to zero by the Federal Reserve during the first quarter of 2020 in response to the COVID-19 pandemic, and as such, there was no reserve requirement at March 31, 2021.

There was also no reserve requirement balance necessary at December 31, 2020 due to cash balances held at the Federal Reserve that were in excess of reserve requirements.

NOTE 11 - LOW INCOME HOUSING PROJECT INVESTMENTS

11 unchanged sentences

(1) Amounts shown represent the full year impact for the year ended December 31 , 2021.

NOTE 12 - SUBSEQUENT EVENTS

On April 22, 2021, the Company announced the signing of a definitive agreement under which the Company will

acquire Meridian Bancorp, Inc.

("Meridian") and Rockland Trust Company will merge with East Boston Savings Bank (the "Merger Agreement").

Under the Merger Agreement each share of Meridian common stock will be exchanged for 0.2750 shares of the Company's common stock.

The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide Meridian stockholders with a tax-free exchange for the Company common stock consideration they will receive in the merger.

The Company anticipates issuing approximately 14.2 million shares of its common stock in the merger.

Based upon the closing price of $ 79.57 per share of the Company's common stock on April 21, 2021, the transaction is valued at approximately $ 1.15 billion.

The Boards of Directors of each company unanimously approved the transaction, which is subject to certain conditions, including the receipt of required regulatory approvals, approval of both the stockholders of Meridian and the shareholders of the Company, and other customary conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements