UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2025
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to ___________
Commission
File Number: 001-16767
Western
New England Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
Massachusetts
73-1627673
(State
or other jurisdiction of incorporation or organization)
(IRS
Employer Identification Number)
141
Elm Street , Westfield , Massachusetts
01086
(Address of principal
executive offices)
(Zip Code)
(413)
568-1911
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.01 par value per share
WNEB
NASDAQ
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At
August 4, 2025 the registrant had 20,491,966
shares of common stock, $0.01 par value, issued and outstanding.
TABLE
OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
i
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements of Western New England Bancorp, Inc. and Subsidiaries (Unaudited)
Consolidated Balance Sheets – June 30, 2025 and December 31, 2024
1
Consolidated Statements of Net Income – Three and Six Months Ended June 30, 2025 and 2024
2
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2025 and 2024
3
Consolidated Statements of Changes in Shareholders’ Equity – Three and Six Months Ended June 30, 2025 and 2024
4
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024
6
Notes to Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
64
Item 4.
Controls and Procedures
64
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
65
Item 1A.
Risk Factors
65
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
65
Item 3.
Defaults upon Senior Securities
65
Item 4.
Mine Safety Disclosures
65
Item 5.
Other Information
65
Item 6.
Exhibits
66
FORWARD–LOOKING
STATEMENTS
We
may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to Western New England Bancorp, Inc.’s
(the “Company”) financial condition, liquidity, results of operations, future performance, and business. Forward-looking
statements may be identified by the use of such words as “believe,” “expect,” “anticipate,”
“should,” “planned,” “estimated,” and “potential.” Examples of forward-looking
statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business
that are subject to various factors which could cause actual results to differ materially from these estimates. These factors
include, but are not limited to:
● unpredictable
changes in general economic or political conditions, financial markets, fiscal, monetary
and regulatory policies, including actual or potential stress in the banking industry;
● unstable
political and economic conditions, including changes in tariff policies, which could
materially impact credit quality trends and the ability to generate loans and gather
deposits;
● inflation
and governmental responses to inflation, including recent sustained increases and potential
future increases in interest rates that reduce margins;
● the
effect on our operations of governmental legislation and regulation, including changes
in accounting regulation or standards, the nature and timing of the adoption and effectiveness
of new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, Basel guidelines, capital requirements and other applicable laws and regulations;
● declines
in real estate values in the Company’s market area, which may adversely affect
our loan production;
● significant
changes in accounting, tax or regulatory practices or requirements;
● new
legal obligations or liabilities or unfavorable resolutions of litigation;
● disruptive
technologies in payment systems and other services traditionally provided by banks;
● the
highly competitive industry and market area in which we operate;
● operational
risks or risk management failures by us or critical third parties, including without
limitation with respect to data processing, information systems, cybersecurity, technological
changes, vendor issues, business interruption, and fraud risks;
● failure
or circumvention of our internal controls or procedures;
● changes
in the securities markets which affect investment management revenues;
● increases
in Federal Deposit Insurance Corporation deposit insurance premiums and assessments;
● the
soundness of other financial services institutions which may adversely affect our credit
risk;
● certain
of our intangible assets may become impaired in the future;
● the
duration and scope of potential pandemics, including the emergence of new variants and
the response thereto;
● new
lines of business or new products and services, which may subject us to additional risks;
● changes
in key management personnel which may adversely impact our operations;
● severe
weather, natural disasters, acts of war or terrorism and other external events which
could significantly impact our business; and
● other
risk factors detailed from time to time in our SEC filings.
Investors
should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors”
included in this filing and our other filings with the SEC.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially
from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent
required by law.
i
PART
I – FINANCIAL INFORMATION
ITEM
1: FINANCIAL STATEMENTS.
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS - UNAUDITED
(Dollars
in thousands, except per share data)
June 30,
December 31,
2025
2024
ASSETS
Cash and due from banks
$ 30,020
$ 18,824
Federal funds sold
6,090
9,264
Interest-bearing deposits and other short-term investments
57,198
38,362
Total cash and cash equivalents
93,308
66,450
Securities available-for-sale, at fair value
178,785
160,704
Securities held-to-maturity, at amortized cost (Fair value of $ 162,314 at June 30, 2025 and $ 165,606 at December 31, 2024)
197,671
205,036
Marketable equity securities, at fair value
444
397
Total investment securities
376,900
366,137
Federal Home Loan Bank stock and other restricted stock, at amortized cost
5,818
5,818
Total Loans
2,092,631
2,070,189
Less: Allowance for credit losses
( 19,733 )
( 19,529 )
Net loans
2,072,898
2,050,660
Premises and equipment, net
23,462
24,421
Accrued interest receivable
8,719
8,468
Bank-owned life insurance
78,045
77,056
Deferred tax asset, net
12,781
13,997
Goodwill
12,487
12,487
Core deposit intangible
1,250
1,438
Other assets
25,481
26,158
TOTAL ASSETS
$ 2,711,149
$ 2,653,090
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing deposits
$ 595,263
$ 565,620
Interest-bearing deposits
1,734,850
1,697,027
Total deposits
2,330,113
2,262,647
Borrowings:
Short-term borrowings
4,040
5,390
Long-term debt
98,000
98,000
Subordinated debt
19,771
19,751
Total borrowings
121,811
123,141
Securities pending settlement
—
8,622
Other liabilities
19,797
22,770
TOTAL LIABILITIES
2,471,721
2,417,180
SHAREHOLDERS' EQUITY:
Preferred stock - $ 0.01 par value, 5,000,000 shares authorized, none outstanding at June 30, 2025 and December 31, 2024
—
—
Common stock - $ 0.01 par value, 75,000,000 shares authorized, 20,494,501 shares issued and outstanding at June 30, 2025; 20,875,713 shares issued and outstanding at December 31, 2024
205
209
Additional paid-in capital
115,885
119,326
Unearned compensation – Employee Stock Ownership Plan (“ESOP”)
( 1,675 )
( 1,906 )
Unearned compensation - Equity Incentive Plan
( 1,935 )
( 1,190 )
Retained earnings
146,762
142,745
Accumulated other comprehensive loss
( 19,814 )
( 23,274 )
TOTAL SHAREHOLDERS’ EQUITY
239,428
235,910
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$ 2,711,149
$ 2,653,090
See
accompanying notes to unaudited consolidated financial statements.
1
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF NET INCOME – UNAUDITED
(Dollars
in thousands, except per share data)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Interest and dividend income:
Residential and commercial real estate loans
$ 22,547
$ 20,950
$ 44,263
$ 41,903
Commercial and industrial loans
3,596
3,310
6,788
6,515
Consumer loans
71
80
147
163
Total interest income from loans
26,214
24,340
51,198
48,581
Investment securities, taxable
2,587
2,139
5,008
4,252
Investment securities, tax-exempt
—
1
—
2
Marketable equity securities
1
1
2
1
Total interest and dividend income from investment securities
2,588
2,141
5,010
4,255
Other investments
169
148
360
284
Short-term investments
641
173
1,481
286
Total interest income from cash and cash equivalents
810
321
1,841
570
Total interest and dividend income
29,612
26,802
58,049
53,406
Interest expense:
Deposits
10,437
10,335
21,813
19,628
Short-term borrowings
47
186
101
469
Long-term debt
1,232
1,557
2,451
2,985
Subordinated debt
254
254
508
508
Total interest expense
11,970
12,332
24,873
23,590
Net interest and dividend income
17,642
14,470
33,176
29,816
Reversal of credit losses
( 615 )
( 294 )
( 473 )
( 844 )
Net interest and dividend income after reversal of credit losses
18,257
14,764
33,649
30,660
Non-interest income:
Service charges and fees
2,528
2,341
4,812
4,560
Income from bank-owned life insurance
516
502
989
955
Net unrealized gain on marketable equity securities
25
4
20
12
Loss on sale of premises and equipment
—
—
—
( 6 )
Gain on sale of mortgages
4
—
11
—
Gain on non-marketable equity investments
243
987
243
987
Other income
95
—
95
—
Total non-interest income
3,411
3,834
6,170
6,508
Non-interest expense:
Salaries and employees benefits
8,831
7,901
17,244
16,145
Occupancy
1,265
1,218
2,677
2,581
Furniture and equipment
491
483
978
967
Data processing
933
846
1,815
1,708
Software
645
566
1,304
1,265
Debit card and ATM processing expense
674
643
1,251
1,195
Professional fees
623
581
1,169
1,150
FDIC insurance assessment
399
323
830
733
Advertising
443
339
872
688
Other expenses
1,352
1,414
2,700
2,664
Total non-interest expense
15,656
14,314
30,840
29,096
Income before income taxes
6,012
4,284
8,979
8,072
Income tax provision
1,422
771
2,086
1,598
Net income
$ 4,590
$ 3,513
$ 6,893
$ 6,474
Earnings per common share:
Basic earnings per share
$ 0.23
$ 0.17
$ 0.34
$ 0.31
Weighted average basic shares outstanding
20,210,650
21,056,173
20,297,582
21,118,571
Diluted earnings per share
$ 0.23
$ 0.17
$ 0.34
$ 0.31
Weighted average diluted shares outstanding
20,312,881
21,163,762
20,413,006
21,217,543
Dividends per share
$ 0.07
$ 0.07
$ 0.14
$ 0.14
See
accompanying notes to unaudited consolidated financial statements.
2
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED
(Dollars
in thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Net income
$ 4,590
$ 3,513
$ 6,893
$ 6,474
Other comprehensive income (loss):
Securities available-for-sale:
Unrealized holding gain (loss)
1,191
( 13 )
4,677
( 2,549 )
Tax effect
( 316 )
13
( 1,217 )
656
Net-of-tax amount
875
—
3,460
( 1,893 )
Other comprehensive income (loss)
875
—
3,460
( 1,893 )
Comprehensive income
$ 5,465
$ 3,513
$ 10,353
$ 4,581
See
accompanying notes to unaudited consolidated financial statements.
3
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED
THREE
AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Dollars
in thousands, except per share data)
Common
Stock
Unearned
Accumulated
Shares
Par
Value
Additional
Paid-in
Capital
Unearned
Compensation- ESOP
Compensation-
Equity Incentive Plan
Retained
Earnings
Other
Comprehensive Income (Loss) Total
BALANCE
AT DECEMBER 31, 2024
20,875,713
$ 209
$ 119,326
$ ( 1,906 )
$ ( 1,190 )
$ 142,745
$ ( 23,274 )
$ 235,910
Net income
—
—
—
—
—
2,303
—
2,303
Comprehensive
income
—
—
—
—
—
—
2,585
2,585
Common
stock held by ESOP committed to be released ( 67,377 shares)
—
—
39
116
—
—
—
155
Share-based compensation
- equity incentive plan
—
—
—
—
145
—
—
145
Forfeited
equity incentive plan shares ( 22,176 shares)
—
—
( 202 )
—
202
—
—
—
Forfeited
equity incentive plan shares reissued ( 24,560 shares)
—
—
228
—
( 228 )
—
—
—
Common stock repurchased
( 217,218 )
( 2 )
( 1,981 )
—
—
—
—
( 1,983 )
Issuance
of common stock in connection with equity incentive plan
115,824
1
1,076
—
( 1,077 )
—
—
—
Cash
dividends declared and paid on common stock ( $ 0.07 per share)
—
—
—
—
—
( 1,439 )
—
( 1,439 )
BALANCE
AT MARCH 31, 2025
20,774,319
$ 208
$ 118,486
$ ( 1,790 )
$ ( 2,148 )
$ 143,609
$ ( 20,689 )
$ 237,676
Net
income
—
—
—
—
—
4,590
—
4,590
Comprehensive income
—
—
—
—
—
—
875
875
Common
stock held by ESOP committed to be released ( 67,377 shares)
—
—
38
115
—
—
—
153
Share-based compensation
- equity incentive plan
—
—
—
—
318
—
—
318
Forfeited equity incentive
plan shares ( 6,137 shares)
—
—
( 55 )
—
55
—
—
—
Forfeited equity incentive
plan shares reissued ( 6,137 shares)
—
—
58
—
( 58 )
—
—
—
Common stock repurchased
( 290,609 )
( 3 )
( 2,744 )
—
—
—
—
( 2,747 )
Issuance of common
stock in connection with equity incentive plan
10,791
—
102
—
( 102 )
—
—
—
Cash
dividends declared and paid on common stock ( $ 0.07 per share)
—
—
—
—
—
( 1,437 )
—
( 1,437 )
BALANCE
AT JUNE 30, 2025
20,494,501
$ 205
$ 115,885
$ ( 1,675 )
$ ( 1,935 )
$ 146,762
$ ( 19,814 )
$ 239,428
See
accompanying notes to unaudited consolidated financial statements.
4
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED
THREE
AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Dollars
in thousands, except per share data)
Common
Stock
Unearned
Accumulated
Shares
Par
Value
Additional
Paid-in Capital
Unearned
Compensation- ESOP
Compensation-
Equity Incentive Plan
Retained
Earnings
Other
Comprehensive Loss Total
BALANCE
AT DECEMBER 31, 2023
21,666,807
$ 217
$ 125,448
$ ( 2,394 )
$ ( 1,111 )
$ 136,993
$ ( 21,744 )
$ 237,409
Net income
—
—
—
—
—
2,961
—
2,961
Comprehensive
loss
—
—
—
—
—
—
( 1,893 )
( 1,893 )
Common
stock held by ESOP committed to be released ( 71,240 shares)
—
—
30
122
—
—
—
152
Share-based compensation
- equity incentive plan
—
—
—
—
505
—
—
505
Forfeited
equity incentive plan shares reissued in connection with 2021 LTI performance share grant ( 4,219 shares)
—
—
35
—
( 35 )
—
—
—
Repurchase
of common stock
( 221,947 )
( 3 )
( 1,831 )
—
—
—
—
( 1,834 )
Issuance
of common stock in connection with equity incentive plan
182,830
2
1,531
—
( 1,533 )
—
—
—
Cash
dividends declared and paid on common stock ( $ 0.07 per share)
—
—
—
—
—
( 1,504 )
—
( 1,504 )
BALANCE
AT MARCH 31, 2024
21,627,690
$ 216
$ 125,213
$ ( 2,272 )
$ ( 2,174 )
$ 138,450
$ ( 23,637 )
$ 235,796
Net
income
—
—
—
—
—
3,513
—
3,513
Comprehensive income
—
—
—
—
—
—
—
—
Common
stock held by ESOP committed to be released ( 71,240 shares)
—
—
9
122
—
—
—
131
Share-based compensation
- equity incentive plan
—
—
—
—
318
—
—
318
Repurchase of common
stock
( 269,841 )
( 2 )
( 1,785 )
—
—
—
—
( 1,787 )
Forfeited equity incentive
plan shares ( 2,384 shares)
—
—
( 20 )
—
20
—
—
—
Cash
dividends declared and paid on common stock ( $ 0.07 per share)
—
—
—
—
—
( 1,494 )
—
( 1,494 )
BALANCE
AT JUNE 30, 2024
21,357,849
$ 214
$ 123,417
$ ( 2,150 )
$ ( 1,836 )
$ 140,469
$ ( 23,637 )
$ 236,477
See
accompanying notes to unaudited consolidated financial statements.
5
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars
in thousands)
Six Months Ended June 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$ 6,893
$ 6,474
Adjustments to reconcile net income to net cash provided by operating activities:
Reversal of credit losses
( 473 )
( 844 )
Depreciation and amortization of premises and equipment
1,090
1,110
Net amortization (accretion) of purchase accounting adjustments
2
( 51 )
Amortization of core deposit intangible
188
188
Net amortization of premiums and discounts on securities and mortgage loans
525
585
Net amortization of deferred costs on mortgage loans
129
219
Net amortization of premiums on subordinated debt
20
19
Share-based compensation expense
463
823
ESOP expense
308
283
Net change in unrealized gains on marketable equity securities
( 20 )
( 12 )
Gain on mortgage banking activities
( 11 )
—
Loss on disposal of premises and equipment
—
6
Income from bank-owned life insurance
( 989 )
( 955 )
Net change in:
Accrued interest receivable
( 251 )
( 209 )
Other assets
196
( 936 )
Other liabilities
( 2,492 )
( 3,565 )
Net cash provided by operating activities
5,578
3,135
CASH
FLOWS FROM INVESTING ACTIVITIES :
Purchases of securities held-to-maturity
—
( 1,100 )
Proceeds from calls, maturities, and principal collections of securities held-to-maturity
7,183
6,633
Purchases of securities available-for-sale
( 29,601 )
( 9,345 )
Proceeds from calls, maturities, and principal collections of securities available-for-sale
7,405
8,446
Purchase of marketable equity securities
( 27 )
( 22 )
Net loan originations and principal payments
( 21,876 )
957
Purchase of Federal Home Loan Bank of Boston stock
—
( 3,436 )
Purchases of premises and equipment
( 151 )
( 311 )
Proceeds from disposal of premises & equipment
—
12
Net cash (used in) provided by investing activities
( 37,067 )
1,834
CASH
FLOWS FROM FINANCING ACTIVITIES :
Net increase in deposits
67,466
28,065
Decrease in short-term borrowings
( 1,350 )
( 9,530 )
Repayment of long-term debt
—
( 90,369 )
Proceeds from issuance of long-term debt
—
98,000
Cash dividends paid on common stock
( 2,876 )
( 2,998 )
Repurchase of common stock
( 4,893 )
( 3,519 )
Net cash provided by financing activities
58,347
19,649
NET CHANGE IN CASH AND CASH EQUIVALENTS:
26,858
24,618
Beginning of period
66,450
28,840
End of period
$ 93,308
$ 53,458
Supplemental cash flow information:
Net change in cash due to broker for common stock repurchased
$ ( 163 )
$ 102
Available-for-sale securities purchases pending settlement
( 8,459 )
—
Interest paid
24,953
25,877
Taxes paid
2,275
2,282
See
the accompanying notes to unaudited consolidated financial statements.
6
WESTERN
NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE
30, 2025
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of Operations and Basis of Presentation . Western New England Bancorp, Inc. (“WNEB,” “Company,” “we,”
or “us”) is a Massachusetts-chartered stock holding company for Westfield Bank, a federally-chartered savings bank
(“Bank”).
The
Bank operates 25 banking offices in Hampden County and Hampshire County in western Massachusetts and Hartford County and Tolland
County in northern Connecticut, and its primary sources of revenue are interest income from loans as well as interest income from
investment securities. The West Hartford Financial Services Center serves as the Company’s Connecticut hub, housing Commercial
Lending, Cash Management and a Mortgage Loan Officer. The Bank’s deposits are insured up to the maximum Federal Deposit
Insurance Corporation (“FDIC”) coverage limits.
Wholly-owned
Subsidiaries . Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities
corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC is a Massachusetts-chartered
limited liability company that holds real property acquired as security for debts previously contracted by the Bank.
Principles
of Consolidation . The consolidated financial statements include the accounts of Western New England Bancorp, Inc., the Bank,
CSB Colts, Inc., Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities, Inc. All material intercompany
balances and transactions have been eliminated in consolidation.
Estimates .
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements
and the reported amounts of income and expenses for each. Actual results could differ from those estimates. An estimate that is
particularly susceptible to significant change in the near-term relates to the determination of the allowance for credit losses.
Basis
of Presentation . In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of June 30,
2025, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The
results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations
for the year ending December 31, 2025. Certain information and disclosures normally included in financial statements prepared
in accordance with GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.
These
unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as
of and for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the
“2024 Annual Report”).
Reclassifications .
Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation.
7
2.
EARNINGS PER SHARE (“EPS”)
Basic
earnings per share represents income available to common shareholders divided by the weighted-average number of common shares
outstanding during the period. If rights to dividends on unvested awards are non-forfeitable, these unvested awards are considered
outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would
have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result
from the assumed issuance. Potential common shares that may be issued by us relate to stock options and certain performance-based
restricted stock awards and are determined using the treasury stock method. Unallocated ESOP shares are not deemed outstanding
for earnings per share calculations. There were no anti-dilutive shares outstanding during the three and six months ended June
30, 2025 and 2024.
Earnings
per common share for the three and six months ended June 30, 2025 and 2024 have been computed based on the following:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(Dollars and shares in thousands)
Net income applicable to common stock
$ 4,590
$ 3,513
$ 6,893
$ 6,474
Average number of common shares issued
20,612
21,516
20,703
21,578
Less: Average unallocated ESOP Shares
( 203 )
( 274 )
( 211 )
( 282 )
Less: Average unvested performance-based equity incentive plan shares
( 198 )
( 186 )
( 194 )
( 177 )
Average number of common shares outstanding used to calculate basic earnings per common share
20,211
21,056
20,298
21,119
Effect of dilutive performance-based equity incentive plan shares
102
108
115
99
Average number of common shares outstanding used to calculate diluted earnings per share
20,313
21,164
20,413
21,218
Net income per share:
Basic earnings per share
$ 0.23
$ 0.17
$ 0.34
$ 0.31
Diluted earnings per share
$ 0.23
$ 0.17
$ 0.34
$ 0.31
8
3.
COMPREHENSIVE INCOME (LOSS)
Accounting
principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes
in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with
net income, are components of comprehensive income (loss).
The
components of accumulated other comprehensive loss included in shareholders’ equity are as follows:
June 30, 2025
December 31, 2024
(Dollars in thousands)
Net unrealized losses on securities available-for-sale
$ ( 26,559 )
$ ( 31,236 )
Tax effect
6,745
7,962
Net-of-tax amount
( 19,814 )
( 23,274 )
Accumulated other comprehensive loss
$ ( 19,814 )
$ ( 23,274 )
4.
INVESTMENT SECURITIES
The
following tables summarize the amortized cost and fair value of securities available-for-sale and held-to-maturity at June 30,
2025 and December 31, 2024, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other
comprehensive loss on securities available-for-sale. The Company did not record an allowance for credit losses on its securities
held-to-maturity portfolio as of June 30, 2025 and December 31, 2024.
June 30, 2025
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(Dollars in thousands)
Securities available-for-sale:
Debt securities:
Government-sponsored enterprise obligations
$ 19,237
$ —
$ ( 2,359 )
$ 16,878
Corporate bonds
9,000
6
( 273 )
8,733
Total debt securities
28,237
6
( 2,632 )
25,611
Mortgage-backed securities:
Government-sponsored mortgage-backed securities
171,110
361
( 23,080 )
148,391
U.S. government guaranteed mortgage-backed securities
5,997
—
( 1,214 )
4,783
Total mortgage-backed securities
177,107
361
( 24,294 )
153,174
Total securities available-for-sale
205,344
367
( 26,926 )
178,785
Securities held-to-maturity:
Debt securities:
U.S. Treasury securities
5,001
—
( 180 )
4,821
U.S. government guaranteed obligations
1,032
5
—
1,037
Total debt securities
6,033
5
( 180 )
5,858
Mortgage-backed securities:
Government-sponsored mortgage-backed securities
191,638
77
( 35,259 )
156,456
Total mortgage-backed securities
191,638
77
( 35,259 )
156,456
Total securities held-to-maturity
197,671
82
( 35,439 )
162,314
Total
$ 403,015
$ 449
$ ( 62,366 )
$ 341,098
9
December 31, 2024
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(Dollars in thousands)
Securities available-for-sale:
Debt securities:
Government-sponsored enterprise obligations
$ 19,424
$ —
$ ( 2,966 )
$ 16,458
Corporate bonds
5,000
—
( 390 )
4,610
Total debt securities
24,424
—
( 3,356 )
21,068
Mortgage-backed securities:
Government-sponsored mortgage-backed securities
161,313
—
( 26,535 )
134,778
U.S. government guaranteed mortgage-backed securities
6,203
—
( 1,345 )
4,858
Total mortgage-backed securities
167,516
—
( 27,880 )
139,636
Total securities available-for-sale
191,940
—
( 31,236 )
160,704
Securities held-to-maturity:
Debt securities:
U.S. Treasury securities
5,002
—
( 275 )
4,727
U.S. government guaranteed obligations
1,064
—
( 3 )
1,061
Total debt securities
6,066
—
( 278 )
5,788
Mortgage-backed securities:
Government-sponsored mortgage-backed securities
198,970
13
( 39,165 )
159,818
Total mortgage-backed securities
198,970
13
( 39,165 )
159,818
Total securities held-to-maturity
205,036
13
( 39,443 )
165,606
Total
$ 396,976
$ 13
$ ( 70,679 )
$ 326,310
The
following table summarizes the unrealized gains recognized on marketable equity securities for the periods indicated:
Six Months Ended
June 30
2025
2024
(Dollars in thousands)
Net gains recognized during the period on marketable equity securities
$ 20
$ 12
Net gains (losses) recognized during the period on equity securities sold during the period
—
—
Unrealized gains recognized during the period on marketable equity securities still held at end of period
$ 20
$ 12
At
June 30, 2025, U.S. Treasury securities with a fair value of $ 4.8 million, government-sponsored enterprise obligations with a
fair value of $ 8.3 million and mortgage-backed securities with a fair value of $ 154.0 million were pledged to secure public deposits
and for other purposes as required or permitted by law. Securities collateralizing public deposits are subject to fluctuations
in fair value. We monitor the fair value of the collateral on a periodic basis, and pledge additional collateral if necessary
based on changes in fair value of collateral or the balances of such deposits.
10
The
amortized cost and fair value of securities available-for-sale and held-to-maturity at June 30, 2025, by final maturity, are shown
below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations.
Available-for-Sale
Held-to-Maturity
Amortized Cost
Fair Value
Amortized Cost
Fair Value
(Dollars in thousands)
Debt securities:
Due after one year through five years
$ —
$ —
$ 5,001
$ 4,821
Due after five years through ten years
26,256
23,630
—
—
Due after ten years
1,981
1,981
1,032
1,037
Total debt securities
$ 28,237
$ 25,611
$ 6,033
$ 5,858
Mortgage-backed securities:
Due after one year through five years
$ 1,006
$ 980
$ —
$ —
Due after five years through ten years
5,929
5,777
2,170
2,090
Due after ten years
170,172
146,417
189,468
154,366
Total mortgage-backed securities
177,107
153,174
191,638
156,456
Total securities
$ 205,344
$ 178,785
$ 197,671
$ 162,314
There
were no gross realized gains or losses on sales of securities available-for-sale for the six months ended June 30, 2025 and 2024.
There were no sales of available-for-sale securities for the six months ended June 30, 2025 and 2024.
Allowance
for Credit Losses – Securities Available-for-Sale
The
Company measures expected credit losses on debt securities available-for-sale based upon the gain or loss position of the security.
For debt securities available-for-sale in an unrealized loss position which the Company does not intend to sell, and it is not
more likely than not that the Company will be required to sell the security before recovery of the Company’s amortized cost,
the Company evaluates qualitative criteria to determine any expected loss. This includes among other items the financial health
of, and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security.
The Company also evaluates quantitative criteria including determining whether there has been an adverse change in expected future
cash flows of the security. Securities available-for-sale which are guaranteed by government agencies do not currently have an
allowance for credit loss as the Company determined these securities are either backed by the full faith and credit of the U.S.
government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full
to investors when a debt security reaches maturity. In assessing the Company's investments in government-sponsored and U.S. government
guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments
are guaranteed by the respective government-sponsored enterprise; Federal Home Loan Mortgage Corporation (“FHLMC”),
Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), or Federal Home Loan
Bank (“FHLB”). Accordingly, it is expected that the securities would not be settled at a price less than the par value
of the Company's investments. The Company will evaluate this position no less than annually, however, certain items which may
cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s
ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s
implicit guarantee on such securities. Accrued interest receivable on securities available-for-sale guaranteed by government agencies
totaled $ 543,000 at June 30, 2025 and $ 472,000 at December 31, 2024, and is excluded from the estimate of credit losses. If the
Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses would be recorded,
with a related charge to earnings. If the Company intends to sell the security or it is more likely than not that the Company
will be required to sell the debt security before recovery of its amortized cost basis, the Company recognizes the entire difference
between the amortized cost basis of the security and its fair value in earnings. Any impairment that has not been recorded through
an allowance for credit loss is recognized in other comprehensive income. Accrued interest receivable on debt securities available-for-sale
not guaranteed by government agencies totaled $ 200,000 at June 30, 2025 and $ 123,000 at December 31, 2024, and is excluded from
the estimate of credit losses. There were no allowances for credit losses established on debt securities available-for-sale during
the three and six months ended June 30, 2025 and 2024.
11
Allowance
for Credit Losses – Securities Held-to-Maturity
The
Company measures expected credit losses on debt securities held-to-maturity on a collective basis by security type and risk rating
where available. The reserve for each pool is calculated based on a Probability of Default/Loss Given Default basis taking into
consideration the expected life of each security. Held-to-maturity securities which are issued by the United States Treasury or
are guaranteed by government agencies do not currently have an allowance for credit loss as the Company determined these securities
are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest
payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the Company's
investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise
obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise;
FHLMC, FNMA, FFCB, or FHLB. Accordingly, it is expected that the securities would not be settled at a price less than the par
value of the Company's investments. The Company will evaluate this position no less than annually, however, certain items which
may cause the Company to change this methodology include legislative changes that remove a government-sponsored enterprise’s
ability to draw funds from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s
implicit guarantee on such securities. Any expected credit losses on securities held-to-maturity would be presented as an allowance
for credit loss. Accrued interest receivable on securities held-to-maturity totaled $ 413,000 at June 30, 2025 and $ 430,000 at
December 31, 2024, and is excluded from the estimate of credit losses. There were no allowances for credit losses established
on securities held-to-maturity securities during the three and six months ended June 30, 2025 and 2024.
At
June 30, 2025 and December 31, 2024, there was one available-for-sale corporate bond that was rated below investment grade by
one or more ratings agencies. The Company reviewed the financial strength of the corporate bond rated below investment grade at
June 30, 2025 and has concluded that the amortized cost remains supported by the expected future cash flows of the securities.
The
following tables summarize the gross unrealized losses and fair value of the Company's securities available-for-sale and held-to-maturity,
segregated by the duration of their continuous unrealized loss positions at June 30, 2025 and December 31, 2024:
June 30, 2025
Less Than Twelve Months
Over Twelve Months
Number
of
Securities
Fair
Value
Gross Unrealized
Loss
Depreciation from
Amortized
Cost Basis
(%)
Number
of
Securities
Fair
Value
Gross Unrealized Loss
Depreciation from
Amortized
Cost Basis
(%)
(Dollars in thousands)
Securities available-for-sale:
Government-sponsored mortgage-backed securities
7
$ 16,583
$ 270
1.6 %
69
$ 97,270
$ 22,810
19.0 %
U.S. government guaranteed mortgage-backed securities
—
—
—
—
9
4,783
1,214
20.2
Government-sponsored enterprise obligations
3
4,272
24
0.6
3
12,606
2,335
15.6
Corporate bonds
—
—
—
—
2
4,727
273
5.5
Total securities available-for-sale
10
20,855
294
83
119,386
26,632
Securities held-to-maturity:
U.S. Treasury securities
—
—
—
— %
1
4,822
180
3.6 %
Government-sponsored mortgage-backed securities
2
2,795
31
1.1
36
144,424
35,228
19.6
Total securities held-to-maturity
2
2,795
31
37
149,246
35,408
Total securities
12
$ 23,650
$ 325
120
$ 268,632
$ 62,040
12
December 31, 2024
Less Than Twelve Months
Over Twelve Months
Number of Securities
Fair Value
Gross Unrealized Loss
Depreciation from Amortized Cost Basis (%)
Number of Securities
Fair Value
Gross Unrealized Loss
Depreciation from Amortized Cost Basis (%)
(Dollars in thousands)
Securities available-for-sale:
Government-sponsored mortgage-backed securities
9
$ 33,145
$ 584
1.7 %
70
$ 99,529
$ 25,951
20.7 %
U.S. government guaranteed mortgage-backed securities
—
—
—
—
9
4,858
1,345
21.7
Government-sponsored enterprise obligations
3
4,452
19
0.4
3
11,988
2,947
19.7
Corporate bonds
—
—
—
—
2
4,610
390
7.8
Total securities available-for-sale
12
37,597
603
84
120,985
30,633
Securities held-to-maturity:
U.S. Treasury securities
—
—
—
— %
1
4,727
275
5.5 %
U.S. government guaranteed obligations
1
1,061
3
0.3
—
—
—
—
Government-sponsored mortgage-backed securities
4
9,187
127
1.4
37
148,992
39,038
20.8
Total securities held-to-maturity
5
10,248
130
38
153,719
39,313
Total securities
17
$ 47,845
$ 733
122
$ 274,704
$ 69,946
The
Company expects to recover its amortized cost basis on all securities in its available-for-sale and held-to-maturity portfolios.
Furthermore, the Company does not intend to sell, nor does it anticipate that it will be required to sell any of its securities
in an unrealized loss position as of June 30, 2025, prior to this anticipated recovery. The decline in fair value on its available-for-sale
and held-to-maturity portfolios is largely due to changes in interest rates and other market conditions and not due to credit
quality issues. The issuers continue to make timely principal and interest payments on the securities and the fair value is expected
to recover as the securities approach maturity. The Company’s ability and intent to hold these securities until recovery
is supported by the Company’s stable capital and liquidity positions as well as its historically low portfolio turnover.
The following description provides the number of investment positions in an unrealized loss position:
At
June 30, 2025, the Company reported gross unrealized losses on the securities available-for-sale portfolio of $ 26.9 million, or
13.1 % of the amortized cost basis of the securities available-for-sale, compared to gross unrealized losses on the securities
available-for-sale portfolio of $ 31.2 million, or 16.2 % of the amortized cost basis of the securities available-for-sale at December
31, 2024. At June 30, 2025, there were 93 securities available-for-sale in which the fair value was less than the amortized cost,
compared to 96 securities available-for-sale at December 31, 2024.
At
June 30, 2025, the Company reported gross unrealized losses on the securities held-to-maturity portfolio of $ 35.4 million, or
17.9 %, of the amortized cost basis of the securities held-to-maturity portfolio, compared to $ 39.4 million, or 19.2 %, of the amortized
cost basis of the securities held-to-maturity portfolio at December 31, 2024. At June 30, 2025, there 39 securities held-to-maturity
in which the fair value was less than the amortized cost, compared to 43 securities held-to-maturity at December 31, 2024.
13
5. LOANS AND ALLOWANCE FOR
CREDIT LOSSES
The following table presents
the summary of the loan portfolio by the major classification of the loan at the periods indicated:
June 30,
December 31,
2025
2024
(Dollars in thousands)
Commercial real estate:
Non-owner occupied
$ 859,162
$ 880,828
Owner occupied
187,043
194,904
Total commercial real estate
1,046,205
1,075,732
Residential real estate:
Residential one-to-four family
677,356
653,802
Home equity
128,003
121,857
Total residential real estate
805,359
775,659
Commercial and industrial
234,505
211,656
Consumer
3,512
4,391
Total gross loans
2,089,581
2,067,438
Plus: Unearned premiums and deferred loan fees and costs, net
3,050
2,751
Less: Allowance for credit losses
( 19,733 )
( 19,529 )
Net loans
$ 2,072,898
$ 2,050,660
Lending
activities primarily consist of commercial real estate loans, commercial and industrial loans, residential real estate loans,
and to a lesser degree, consumer loans.
Loans Pledged as Collateral.
At June
30, 2025 and December 31, 2024, the carrying value of eligible loans pledged as collateral to support borrowing capacity at the
FHLB was $ 919.2 million and $ 906.0 million, respectively. The outstanding balance of FHLB advances was $ 98.0 million at June 30,
2025 and at December 31, 2024, respectively.
At June
30, 2025 and December 31, 2024, the carrying value of eligible loans pledged as collateral to support borrowing capacity with
the Federal Reserve Bank Discount Window (“FRB”) was $ 355.8 million and $ 377.0 million, respectively, with no outstanding
borrowings at June 30, 2025 and at December 31, 2024.
Loans Serviced for Others.
The Company
has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted
for as sales and are therefore not included in our accompanying consolidated balance sheets. We continue to service the loans
on behalf of the participating lenders. We share with participating lenders, on a pro-rata basis, any gains or losses that may
result from a borrower’s lack of compliance with contractual terms of the loan. At June 30, 2025 and December 31, 2024,
the Company was servicing commercial loans participated out to various other institutions totaling $ 68.6 million and $ 65.3 million,
respectively.
Residential
real estate mortgages are originated by the Company both for its portfolio and for sale into the secondary market. The Company
may sell its loans to institutional investors such as the FHLMC. Under loan sale and servicing agreements with the investor, the
Company generally continues to service the residential real estate mortgages. The Company pays the investor an agreed upon rate
on the loan, which is less than the interest rate received from the borrower. The Company retains the difference as a fee for
servicing the residential real estate mortgages. The Company capitalizes mortgage servicing rights at their fair value upon sale
of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for
impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at June
30, 2025, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment
Model ( 162 PSA), average internal rate of return ( 10.01 %), weighted average servicing fee ( 0.25 %), and average cost to service
loans ($ 83.53 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods
primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates.
14
At June
30, 2025 and December 31, 2024, the Company was servicing residential mortgage loans owned by investors totaling $ 81.6 million
and $ 84.8 million, respectively. Servicing fee income of $ 103,000 and $ 88,000 was recorded for the six months ended June 30, 2025
and 2024, respectively, and is included in service charges and fees on the consolidated statements of net income.
A summary
of the activity in the balances of mortgage servicing rights follows:
Three Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
(Dollars in thousands)
Balance at the beginning of period:
$ 407
$ 400
$ 436
$ 422
Amortization
( 30 )
( 23 )
( 59 )
( 45 )
Balance at the end of period
$ 377
$ 377
$ 377
$ 377
Fair value at the end of period
$ 744
$ 689
$ 744
$ 689
Loans are
recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest
on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited
to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest
when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if there
are concerns regarding the collectability of the loan. Any unpaid amounts previously accrued on these loans are reversed from
income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of
management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current
as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing
the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred,
and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.
Allowance
for Credit Losses (“ACL”).
The allowance
for credit losses is an estimate of expected losses inherent within the Company’s existing loans held for investment portfolio.
The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheet, is adjusted by a
credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued
interest receivable on loans held for investment was $ 7.5 million at June 30, 2025 and $ 7.4 million at December 31, 2024 and is
excluded from the estimate of credit losses.
The loan
loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments, which
consist of commercial real estate loans, residential real estate loans, commercial and industrial loans, and consumer loans. These
segments are further disaggregated into loan classes, the level at which credit risk is monitored. For each of these pools, the
Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment
speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds,
curtailment rates, and time to recovery are based on historical internal data. The quantitative component of the ACL on loans
is model-based and utilizes a forward-looking macroeconomic forecast. For commercial real estate loans, residential real estate
loans, and commercial and industrial loans, the Company uses a discounted cash flow method, incorporating probability of default
and loss given default forecasted based on statistically derived economic variable loss drivers, to estimate expected credit losses.
This process includes estimates which involve modeling loss projections attributable to existing loan balances, and considering
historical experience, current conditions, and future expectations for pools of loans over a reasonable and supportable forecast
period. The historical information either experienced by the Company or by a selection of peer banks, when appropriate, is derived
from a combination of recessionary and non-recessionary performance periods for which data is available. The expected loss estimates
for the consumer loan segment are based on historical loss rates using the weighted average remaining maturity (“WARM”)
method.
15
Commercial
real estate loans . Loans in this segment include owner occupied and non-owner occupied commercial real estate, multi-family
dwellings, and income producing investment properties, as well as commercial construction loans for commercial development projects
throughout New England. Typically, commercial real estate loans are secured by office buildings, apartment buildings, industrial
properties, warehouses, retail facilities, hotels, assisted living facilities, and educational facilities. Collateral values are
established by independent third-party appraisals and evaluations. Primary repayment sources for commercial real estate loans
include operating income and cash flow generated by the real estate, sale of the real estate and, funds from any liquidation of
the collateral. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals
that hold material ownership in the borrowing entity. The underlying cash flows generated by the properties or operations can
be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would
have an effect on the credit quality in this segment. The Company’s management (“Management”) obtains financial
information annually and continually monitors the cash flows of these loans.
Residential
real estate loans . This portfolio segment consists of first mortgages secured by one-to-four family residential properties
and home equity loans and home equity lines secured by first or second mortgage on one-to-four family owner occupied properties.
First mortgages may be underwritten to a maximum loan-to-value of 97 % for owner occupied homes, 90 % for second homes and 85 % for
investment properties. Mortgages with loan-to-values greater than 80 % require private mortgage insurance. We do not grant subprime
loans. Home equity loans and lines are underwritten to a maximum combined loan-to-value of 85 % of the appraised value of the property.
Underwriting approval is dependent on review of the borrower’s ability to repay principal and interest on a monthly basis,
credit history, financial resources and the value of the collateral. Residential real estate loans are originated either for sale
to investors or retained in the Company’s loan portfolio. Decisions about whether to sell or retain residential real estate
loans are made based on the interest rate, pricing for loans in the secondary market, and the Company’s liquidity and capital
needs. The overall health of the economy, including unemployment rates and housing pricing, will have an effect on the credit
quality in this segment.
Commercial
and industrial loans . The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve
business results and cash flows consistent with those projected at loan origination. Collateral frequently consists of a first
lien position on business assets including, but not limited to, accounts receivable, inventory, and equipment. The primary repayment
source is operating cash flow, followed by liquidation of assets. Under its lending guidelines, the Company generally requires
a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity. A weakened economy and
resultant decreased consumer spending will have an effect on the credit quality in this segment.
Consumer
loans . Loans in this segment are both secured and unsecured and repayment is dependent on the credit quality of the individual
borrower.
Allowance
for Credit Losses Methodology
In estimating
the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans
are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk
characteristics or areas of risk concentration. In determining the allowance for credit losses, we derive an estimated credit
loss assumption from a model that categorizes loan pools based on loan type and purpose.
16
The discounted
cash flow (“DCF”) model calculates an expected loss percentage for each loan class by considering the probability
of default, using life-of-loan analysis periods for the commercial and industrial, commercial real estate, residential real estate
loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class. The expected
loss estimates for the consumer loan segment are based on historical loss rates using the remaining life method. The default and
severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other
loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates
and expected conditions over the remaining lives of the loans in the portfolio related to: (1) lending policies and procedures;
(2) international, national, regional and local economic business conditions and developments that affect the collectability of
the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability,
and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified
loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral
for collateralized loans. Additional factors include the existence and effect of any concentrations of credit, and changes in
the level of such concentrations and the effect of external factors such as competition and legal and regulatory requirements
on the level of estimated credit losses in the existing portfolio. Such factors are used to adjust the historical probabilities
of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable
forecast. The Company uses regression analysis of historical internal and peer data to determine which variables are best suited
to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines
how the expected probability of default and loss given default will react to forecasted levels of the economic variables.
For all
DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back
to a historical loss rate over four quarters on a straight-line basis. Other internal and external indicators of economic forecasts
are also considered by management when developing the forecast metrics.
The Company
uses a WARM method to estimate the ACL for the consumer loan segment. Under this method, the historical average annual charge-off
rate is applied to the weighted average remaining maturity of the loan portfolio, currently calculated at 2.5 years. This calculation
is adjusted based on additional factors that include (1) lending policies and procedures; (2) international, national, regional
and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume
of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other
relevant staff; (5) the volume and severity of past due and adversely classified loans and the volume of nonaccrual loans; (6)
the quality of our loan review system and (7) the value of underlying collateral for collateralized loans.
Individually
evaluated financial assets
For a loan
that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that
is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate,
and the amortized cost basis of the loan. For these loans, we recognize expected credit loss equal to the amount by which the
net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs and deferred
loan fees and costs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty
and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected
credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The
fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on
the sale (rather than only on the operation) of the collateral.
Allowance
for credit losses on off-balance sheet credit exposures, including unfunded loan commitments
The Company
maintains a separate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments,
which is included in other liabilities on the balance sheet. Management estimates the amount of expected losses by calculating
a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by the Company and
applying the loss factors used in the ACL methodology to the results of the usage calculation to estimate the liability for credit
losses related to unfunded commitments for each loan type. No credit loss estimate is reported for outstanding off-balance-sheet
credit exposures that are unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit
exposures is adjusted as credit loss expense. Categories of off-balance sheet credit exposures correspond to the loan portfolio
segments described above. Management evaluates the need for a reserve on unfunded loan commitments in a manner consistent with
loans held for investment.
17
An analysis
of changes in the allowance for credit losses by segment for the three and six months ended June 30, 2025 and June 30, 2024 is
as follows:
Commercial
Real Estate
Residential
Real Estate
Commercial
and Industrial
Consumer
Unallocated
Total
(Dollars in thousands)
Allowance for credit losses for loans
Balance at March 31, 2025
$ 13,725
$ 3,217
$ 2,533
$ 194
$ —
$ 19,669
Provision for (reversal of) credit losses
( 242 )
172
( 459 )
8
—
( 521 )
Charge-offs
( 4 )
( 25 )
—
( 54 )
—
( 83 )
Recoveries
25
6
609
28
—
668
Balance at June 30, 2025
$ 13,504
$ 3,370
$ 2,683
$ 176
$ —
$ 19,733
Balance at March 31, 2024
$ 14,771
$ 2,481
$ 2,508
$ 124
$ —
$ 19,884
Provision for (reversal of) credit losses
( 440 )
( 38 )
28
20
—
( 430 )
Charge-offs
—
—
—
( 50 )
—
( 50 )
Recoveries
—
1
16
23
—
40
Balance at June 30, 2024
$ 14,331
$ 2,444
$ 2,552
$ 117
$ —
$ 19,444
Allowance for credit losses for off-balance sheet exposures
Balance at March 31, 2025
$ 413
$ 273
$ 44
$ —
$ —
$ 730
Provision for (reversal of) credit losses
( 93 )
1
( 2 )
—
—
( 94 )
Balance at June 30, 2025
$ 320
$ 274
$ 42
$ —
$ —
$ 636
Balance at March 31, 2024
$ 264
$ 184
$ 49
$ —
$ —
$ 497
Reversal of credit losses
97
41
( 2 )
—
—
136
Balance at June 30, 2024
$ 361
$ 225
$ 47
$ —
$ —
$ 633
Commercial
Real Estate
Residential
Real Estate
Commercial
and Industrial
Consumer
Unallocated
Total
(Dollars in thousands)
Allowance for credit losses for loans
Balance at December 31, 2024
$ 13,677
$ 3,156
$ 2,477
$ 219
$ —
$ 19,529
Provision for (reversal of) for credit losses
( 194 )
227
( 403 )
18
—
( 352 )
Charge-offs
( 4 )
( 25 )
—
( 115 )
—
( 144 )
Recoveries
25
12
609
54
—
700
Balance at June 30, 2025
$ 13,504
$ 3,370
$ 2,683
$ 176
$ —
$ 19,733
Balance at December 31, 2023
$ 15,141
$ 2,548
$ 2,537
$ 41
$ —
$ 20,267
Provision for (reversal of) credit losses
( 838 )
( 109 )
( 66 )
133
—
( 880 )
Charge-offs
—
( 7 )
( 1 )
( 109 )
—
( 117 )
Recoveries
28
12
82
52
—
174
Balance at June 30, 2024
$ 14,331
$ 2,444
$ 2,552
$ 117
$ —
$ 19,444
18
Commercial
Real Estate
Residential
Real Estate
Commercial
and Industrial
Consumer
Unallocated
Total
(Dollars in thousands)
Allowance for credit losses for off-balance sheet exposures
Balance at December 31, 2024
$ 456
$ 256
$ 45
$ —
$ —
$ 757
Provision for (reversal of) credit losses
( 136 )
18
( 3 )
—
—
( 121 )
Balance at June 30, 2025
$ 320
$ 274
$ 42
$ —
$ —
$ 636
Balance at December 31, 2023
$ 375
$ 163
$ 59
$ —
$ —
$ 597
Provision for (reversal of) credit losses
( 14 )
62
( 12 )
—
—
36
Balance at June 30, 2024
$ 361
$ 225
$ 47
$ —
$ —
$ 633
During the
six months ended June 30, 2025, the Company recorded a reversal of credit losses of $ 473,000 , compared to a reversal of credit
losses of $ 844,000 during the six months ended June 30, 2024. The $ 473,000 reversal of credit losses during the six months ended
June 30, 2025 was comprised of a $ 352,000 reversal of credit losses on loans, and a $ 121,000 reversal of credit losses on unfunded
loan commitments related to the impact of lower unfunded loan commitments for the period.
The Company
recorded net recoveries of $ 556,000 for the six months ended June 30, 2025, as compared to net recoveries of $ 57,000 for the six
months ended June 30, 2024. During the six months ended June 30, 2025, the Company recorded a recovery of $ 624,000 on a previously
charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship
has been paid in full and the Company does not expect to charge-off or recover any additional funds from the borrower.
The decrease
in the reversal of credit losses for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily
due to net recoveries of previously charged-off commercial loans, as well as changes in the loan mix and economic environment
and related adjustments to the quantitative components of the CECL methodology. The provision for credit losses was determined
by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio
mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s
actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs,
inflation and the concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment
and supportable forecast period.
19
Past
Due Loans.
The following
tables present an age analysis of past due loans as of the dates indicated:
30 – 59
Days
Past Due
60 – 89
Days
Past Due
90 Days
or More
Past Due
Total
Past
Due
Loans
Total
Current
Loans
Total
Loans
Nonaccrual
Loans
(Dollars in thousands)
June 30, 2025
Commercial real estate:
Non-owner occupied
$ —
$ —
$ 155
$ 155
$ 859,007
$ 859,162
$ 155
Owner occupied
148
—
—
148
186,895
187,043
310
Total
148
—
155
303
1,045,902
1,046,205
465
Residential real estate:
Residential one-to-four family
1,676
424
837
2,937
674,419
677,356
4,262
Home equity
169
84
335
588
127,415
128,003
464
Total
1,845
508
1,172
3,525
801,834
805,359
4,726
Commercial and industrial
—
—
1
1
234,504
234,505
561
Consumer
24
—
—
24
3,488
3,512
—
Total loans
$ 2,017
$ 508
$ 1,328
$ 3,853
$ 2,085,728
$ 2,089,581
$ 5,752
30 – 59
Days
Past Due
60 – 89
Days
Past Due
90 Days
or More
Past Due
Total
Past
Due
Loans
Total
Current
Loans
Total
Loans
Nonaccrual
Loans
(Dollars in thousands)
December 31, 2024
Commercial real estate:
Non-owner occupied
$ 285
$ —
$ —
$ 285
$ 880,543
$ 880,828
$ —
Owner occupied
—
—
—
—
194,904
194,904
330
Total
285
—
—
285
1,075,447
1,075,732
330
Residential real estate:
Residential one-to-four family
1,747
569
983
3,299
650,503
653,802
3,965
Home equity
810
213
317
1,340
120,517
121,857
408
Total
2,557
782
1,300
4,639
771,020
775,659
4,373
Commercial and industrial
60
—
1
61
211,595
211,656
673
Consumer
10
—
—
10
4,381
4,391
5
Total loans
$ 2,912
$ 782
$ 1,301
$ 4,995
$ 2,062,443
$ 2,067,438
$ 5,381
At June
30, 2025 and December 31, 2024, total past due loans totaled $ 3.9 million, or 0.18 % of total loans, and $ 5.0 million, or 0.24 %
of total loans, respectively.
Nonaccrual Loans.
Accrual
of interest on loans is generally discontinued when contractual payment of principal or interest becomes past due 90 days or,
if in management’s judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made
if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. When a loan is placed
on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest
income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably
assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal
and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record
of at least six consecutive months of performance has been achieved.
20
The following
table is a summary of the Company’s nonaccrual loans by major categories at June 30, 2025 and December 31, 2024:
As of June 30, 2025
For the Three
Months Ended
June 30, 2025
For the Six
Months Ended
June 30, 2025
Nonaccrual
Loans with
Allowance for
Credit Loss
Nonaccrual
Loans Without
Allowance for
Credit Loss
Total
Nonaccrual
Loans
Accrued Interest Receivable
Reversed from Income
(Dollars in thousands)
Commercial real estate:
Non-owner occupied
$ —
$ 155
$ 155
$ 2
$ 5
Owner occupied
—
310
310
5
8
Total
—
465
465
7
13
Residential real estate:
Residential
—
4,262
4,262
136
109
Home equity
—
464
464
22
21
Total
4,726
4,726
158
130
Commercial and industrial
—
561
561
15
28
Consumer
—
—
—
—
—
Total loans
$ —
$ 5,752
$ 5,752
$ 180
$ 171
As of December 31, 2024
For the Three
Months Ended
June 30, 2024
For the Six
Months Ended
June 30, 2024
Nonaccrual
Loans with
Allowance for
Credit Loss
Nonaccrual
Loans Without
Allowance for
Credit Loss
Total
Nonaccrual
Loans
Accrued Interest Receivable
Reversed from Income
(Dollars in thousands)
Commercial real estate:
Non-owner occupied
$ —
$ —
$ —
$ 21
$ 42
Owner occupied
—
330
330
3
6
Total
—
330
330
24
48
Residential real estate:
Residential
—
3,965
3,965
52
103
Home equity
—
408
408
13
16
Total
4,373
4,373
65
119
Commercial and industrial
—
673
673
39
78
Consumer
—
5
5
—
—
Total loans
$ —
$ 5,381
$ 5,381
$ 128
$ 245
At June
30, 2025 and December 31, 2024, nonaccrual loans totaled $ 5.8 million, or 0.27 % of total loans and $ 5.4 million, or 0.26 % of total
loans, respectively. The Company did not recognize any interest income on nonaccrual loans for the six months ended June 30, 2025
and 2024. At June 30, 2025 and December 31, 2024, there were no commitments to lend additional funds to any borrower on nonaccrual
status. At June 30, 2025 and December 31, 2024, there were no loans 90 or more days past due and still accruing interest. There
was no other real estate owned at June 30, 2025 or December 31, 2024.
21
Individually Evaluated Collateral
Dependent Loans.
Loans that
do not share similar risk characteristics with loans that are pooled into portfolio segments are individually evaluated. A loan
is considered collateral dependent when, based on current information and events, the borrower is experiencing financial difficulty
and repayment, both principal and interest, is expected to be provided substantially through the operation or sale of the collateral.
Loans that are rated Substandard, have a loan-to-value above 85 % or have demonstrated a specific weakness (e.g., slow payment
history, industry weakness, or other clear credit deterioration) may be considered for individual evaluation if they are determined
not to share similar risk characteristics within the segment. Individually evaluated assets will be measured primarily using the
collateral dependent financial asset practical expedient, although the discounted cash flow method may be used when management
deems it more appropriate or collateral values cannot be supported. For individually evaluated assets, an ACL is determined separately
for each financial asset. At June 30, 2025, the Company had $ 1.1 million in individually evaluated commercial loans, collateralized
by business assets, and $ 5.4 million in individually evaluated real estate loans, collateralized by real estate property.
The following
table summarizes the Company’s individually evaluated collateral dependent loans by class as of the dates indicated:
As of June 30, 2025
Recorded
Investment
Related Allowance
(Dollars in thousands)
With no related allowance recorded:
Commercial real estate:
Non-owner occupied
$ 334
$ —
Owner occupied
361
—
Total
695
—
Residential real estate:
Residential one-to-four family
4,262
—
Home equity
464
—
Total
4,726
Commercial and industrial
610
—
Consumer
—
—
Loans with no related allowance recorded
$ 6,031
$ —
With an allowance recorded:
Commercial real estate:
Non-owner occupied
$ —
$ —
Owner occupied
—
—
Total
—
—
Residential real estate:
Residential one-to-four family
—
—
Home equity
—
—
Total
—
—
Commercial and industrial
479
140
Consumer
—
—
Loans with an allowance recorded
$ 479
$ 140
Total individually evaluated loans
$ 6,510
$ 140
22
As of December 31, 2024
Recorded
Investment
Related Allowance
(Dollars in thousands)
With no related allowance recorded:
Commercial real estate:
Non-owner occupied
$ 6,956
$ —
Owner occupied
1,285
—
Total
8,241
—
Residential real estate:
Residential one-to-four family
4,333
—
Home equity
408
—
Total
4,741
Commercial and industrial
776
—
Consumer
—
—
Loans with no related allowance recorded
$ 13,758
$ —
With an allowance recorded:
Commercial real estate:
Non-owner occupied
$ —
$ —
Owner occupied
—
—
Total
—
—
Residential real estate:
Residential one-to-four family
—
—
Home equity
—
—
Total
—
—
Commercial and industrial
494
156
Consumer
—
—
Loans with an allowance recorded
$ 494
$ 156
Total individually evaluated loans
$ 14,252
$ 156
Modified Loans to Borrowers
Experiencing Financial Difficulty.
The Company
will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss and comply
with regulations regarding bankruptcy and discharge situations. Loans are designated as modified when, as part of an agreement
to modify the original contractual terms of the loan as a result of financial difficulties of the borrower, the Company grants
the borrower a concession on the terms that would not otherwise be considered. Typically, such concessions may consist of a reduction
in interest rate to a below market rate, taking into account the credit quality of the note, extension of additional credit based
on receipt of adequate collateral, or a deferment or reduction of payments (principal or interest) which materially alters the
Company’s position or significantly extends the note’s maturity date, such that the present value of cash flows to
be received is materially less than those contractually established at the loan’s origination.
There were
no loan modifications granted based on borrower financial difficulty during the six months ended June 30, 2025 or for the year
ended December 31, 2024. During the six months ended June 30, 2025 and 2024, no modified loans defaulted (defined as 30 days or
more past due) within 12 months of restructuring. There were no charge-offs on modified loans during the six months ended June
30, 2025 or 2024.
Credit Quality Information.
The Company
monitors the credit quality of its loan portfolio by using internal risk ratings that are based on regulatory guidance. The Company
categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such
as: current financial information, historical payment experience, credit documentation, public information, and current economic
trends, among other factors. The Company utilizes an eight-grade internal loan rating system for commercial real estate and commercial
and industrial loans.
23
The grades
assigned and definitions are as follows: loans graded excellent, above average, good are classified as “Pass” for
grading purposes (risk ratings 1-4). All loans risk rated Special Mention (5), Substandard (6), Doubtful (7) and Loss (8) are
listed on the Company’s criticized report and are reviewed not less than on a quarterly basis to assess the level of risk
and to ensure that appropriate actions are being taken to minimize potential loss exposure. In addition, the Company closely monitors
classified loans, defined as Substandard, Doubtful, and Loss for signs of deterioration to mitigate the growth in nonaccrual loans,
including performing additional due diligence, updating valuations and requiring additional financial reporting from the borrower.
Loans identified as containing a loss are partially charged-off or fully charged-off. Performing residential real estate, home
equity and consumer loans are grouped with “Pass” rated loans. Nonaccrual residential real estate, home equity and
consumer loans are risk rated as “Substandard” and individually evaluated.
Loans
rated 1 – 4 : Loans rated 1-4 are classified as “Pass” and have quality metrics to support that the loan
will be repaid according to the terms established and are not subject to adverse criticism as defined in regulatory guidance.
Pass loans exhibit characteristics that represent acceptable risk and are not considered problem loans.
Loans
rated 5 : Loans rated 5 are classified as “Special Mention” and have potential weaknesses that deserve management’s
close attention. Special mention loans are currently performing but with potential weaknesses including adverse trends in borrower’s
operations, credit quality, financial strength, or possible collateral deficiency. Loans in this category are currently protected
based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may
result in deterioration of the repayment process at some future date. Special Mention loans do not sufficiently expose the Company
to warrant adverse classification.
Loans
rated 6 : Loans rated 6 are classified as “Substandard” and have an identified definitive weakness which may make
full collection of contractual cash flows questionable and/or jeopardize the liquidation of the debt.
Loans
rated 7 : Loans rated 7 are classified as “Doubtful” and have all the weaknesses inherent in those classified Substandard
with the added characteristic that the weaknesses make collection or liquidation of the loan highly questionable and improbable.
The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening
of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.
Loans
rated 8 : Loans rated 8 are classified a “Loss” and are considered uncollectible and are charged to the allowance
for credit losses. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather
that it is not practical or desirable to defer writing off the asset because recovery and collection time may be affected in the
future.
On an annual
basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate loans over $ 2 million and
commercial and industrial loans over $ 1 million. On an ongoing basis, Management utilizes delinquency reports, interim customer
financials, the criticized loan report and other loan reports to monitor credit quality and adjust risk ratings accordingly. In
addition, at least on an annual basis, the Company contracts with an independent third-party to review the internal credit ratings
assigned to loans in the commercial loan portfolio on a pre-determined schedule, based on the type, size, rating, and overall
risk of the loan. During the course of its review, the third party examines a sample of loans, including new loans, existing relationships
over certain dollar amounts and classified assets.
The following
tables summarize the amortized cost basis by aggregate Pass and criticized categories of Special Mention and Substandard within
the Company’s internal risk rating system by year of origination as of June 30, 2025 and December 31, 2024. The tables also
summarize gross charge-offs by year of origination for the six months ended June 30, 2025 and for the year ended December 31,
2024.
24
Term Loan Origination by Year
Revolving Loans
Year-to-Date
June 30, 2025
2024
2023
2022
2021
Prior
Revolving
Loans
Revolving
Loans
Converted to
Term Loans
Total
(Dollars in thousands)
Commercial Real Estate:
Pass (Rated 1- 4)
$ 13,645
$ 46,897
$ 45,670
$ 188,224
$ 230,966
$ 448,913
$ 60,934
$ —
$ 1,035,249
Special Mention (Rated 5)
—
—
—
—
—
1,025
—
—
1,025
Substandard (Rated 6)
—
—
—
—
—
9,931
—
—
9,931
Total commercial real estate loans
$ 13,645
$ 46,897
$ 45,670
$ 188,224
$ 230,966
$ 459,869
$ 60,934
$ —
$ 1,046,205
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ 4
$ —
$ —
$ 4
Payment Performance:
Performing
$ 13,645
$ 46,897
$ 45,670
$ 188,224
$ 230,966
$ 459,404
$ 60,934
$ —
$ 1,045,740
Nonaccrual
—
—
—
—
—
465
—
—
465
Residential One-to-Four Family:
Pass
$ 45,535
$ 81,842
$ 58,052
$ 85,294
$ 84,856
$ 308,584
$ 8,388
$ —
$ 672,551
Substandard
—
—
185
377
677
3,566
—
—
4,805
Total residential one-to-four family
$ 45,535
$ 81,842
$ 58,237
$ 85,671
$ 85,533
$ 312,150
$ 8,388
$ —
$ 677,356
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
Payment Performance:
Performing
$ 45,535
$ 81,842
$ 58,052
$ 85,294
$ 84,856
$ 309,127
$ 8,388
$ —
$ 673,094
Nonaccrual
—
—
185
377
677
3,023
—
—
4,262
Home Equity:
Pass
$ 4,545
$ 8,732
$ 7,999
$ 7,786
$ 5,141
$ 14,505
$ 75,708
$ 3,123
$ 127,539
Substandard
—
12
—
110
—
—
248
94
464
Total home equity loans
$ 4,545
$ 8,744
$ 7,999
$ 7,896
$ 5,141
$ 14,505
$ 75,956
$ 3,217
$ 128,003
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ 25
$ —
$ 25
Payment Performance:
Performing
$ 4,545
$ 8,732
$ 7,999
$ 7,786
$ 5,141
$ 14,505
$ 75,708
$ 3,123
$ 127,539
Nonaccrual
—
12
—
110
—
—
248
94
464
25
Term Loans Originated by Year
Revolving Loans
Year-to-Date
June 30, 2025
2024
2023
2022
2021
Prior
Revolving
Loans
Revolving
Loans
Converted to
Term Loans
Total
(Dollars in thousands)
Commercial and Industrial:
Pass (Rated 1- 4)
$ 8,757
$ 36,485
$ 19,177
$ 25,098
$ 25,021
$ 33,724
$ 76,254
$ 60
$ 224,576
Special Mention (Rated 5)
—
—
22
—
100
—
399
—
521
Substandard (Rated 6)
—
—
5,569
558
—
1,245
2,036
—
9,408
Total commercial and industrial loans
$ 8,757
$ 36,485
$ 24,768
$ 25,656
$ 25,121
$ 34,969
$ 78,689
$ 60
$ 234,505
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
Payment Performance:
Performing
$ 8,757
$ 36,485
$ 24,769
$ 25,656
$ 25,121
$ 34,530
$ 78,566
$ 60
$ 233,944
Nonaccrual
—
—
—
—
—
438
123
—
561
Consumer:
Pass
$ 265
$ 608
$ 1,051
$ 546
$ 130
$ 122
$ 790
$ —
$ 3,512
Substandard
—
—
—
—
—
—
—
—
—
Total consumer loans
$ 265
$ 608
$ 1,051
$ 546
$ 130
$ 122
$ 790
$ —
$ 3,512
Current period gross charge-offs
$ 44
$ —
$ —
$ —
$ —
$ 6
$ —
$ 65
$ 115
Payment Performance:
Performing
$ 265
$ 608
$ 1,051
$ 546
$ 130
$ 122
$ 790
$ —
$ 3,512
Nonaccrual
—
—
—
—
—
—
—
—
—
26
As of and Year Ended December 31, 2024
Term Loan Origination by Year
Revolving Loans
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Revolving
Loans
Converted to
Term Loans
Total
(Dollars in thousands)
Commercial Real Estate:
Pass (Rated 1- 4)
$ 51,726
$ 46,105
$ 175,159
$ 237,531
$ 108,165
$ 348,564
$ 84,083
$ 3,391
$ 1,054,724
Special Mention (Rated 5)
—
—
—
—
—
10,104
134
—
10,238
Substandard (Rated 6)
—
—
—
—
8,166
2,604
—
—
10,770
Total commercial real estate loans
$ 51,726
$ 46,105
$ 175,159
$ 237,531
$ 116,331
$ 361,272
$ 84,217
$ 3,391
$ 1,075,732
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ 46
$ —
$ —
$ 46
Payment Performance:
Performing
$ 51,726
$ 46,105
$ 175,159
$ 237,531
$ 116,331
$ 360,942
$ 84,217
$ 3,391
$ 1,075,402
Nonaccrual
—
—
—
—
—
330
—
—
330
Residential One-to-Four Family:
Pass
$ 79,180
$ 60,825
$ 87,635
$ 88,761
$ 119,302
$ 205,620
$ 7,821
$ —
$ 649,144
Substandard
—
—
425
355
380
3,498
—
—
4,658
Total residential one-to-four family
$ 79,180
$ 60,825
$ 88,060
$ 89,116
$ 119,682
$ 209,118
$ 7,821
$ —
$ 653,802
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ 59
$ —
$ —
$ 59
Payment Performance:
Performing
$ 79,180
$ 60,825
$ 87,635
$ 88,761
$ 119,302
$ 206,313
$ 7,821
$ —
$ 649,837
Nonaccrual
—
—
425
355
380
2,805
—
—
3,965
Home Equity:
Pass
$ 9,509
$ 8,699
$ 9,196
$ 5,801
$ 6,264
$ 9,998
$ 68,920
$ 3,062
$ 121,449
Substandard
13
—
70
—
—
—
317
8
408
Total home equity loans
$ 9,522
$ 8,699
$ 9,266
$ 5,801
$ 6,264
$ 9,998
$ 69,237
$ 3,070
$ 121,857
Current period gross charge-offs
$ —
$ —
$ 20
$ —
$ —
$ 7
$ —
$ 99
$ 126
Payment Performance:
Performing
$ 9,509
$ 8,699
$ 9,196
$ 5,801
$ 6,264
$ 9,998
$ 68,920
$ 3,062
$ 121,449
Nonaccrual
13
—
70
—
—
—
317
8
408
27
As of and Year Ended December 31, 2024
Term Loans Originated by Year
Revolving Loans
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Revolving
Loans
Converted to
Term Loans
Total
(Dollars in thousands)
Commercial and Industrial:
Pass (Rated 1- 4)
$ 29,346
$ 19,096
$ 27,609
$ 27,371
$ 14,859
$ 22,117
$ 58,852
$ 64
$ 199,314
Special Mention (Rated 5)
—
25
590
125
—
328
99
—
1,167
Substandard (Rated 6)
—
5,872
—
—
376
1,547
3,380
—
11,175
Total commercial and industrial loans
$ 29,346
$ 24,993
$ 28,199
$ 27,496
$ 15,235
$ 23,992
$ 62,331
$ 64
$ 211,656
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ 56
$ —
$ 9
$ 65
Payment Performance:
Performing
$ 29,346
$ 24,993
$ 28,199
$ 27,496
$ 15,235
$ 23,468
$ 62,182
$ 64
$ 210,983
Nonaccrual
—
—
—
—
—
524
149
—
673
Consumer:
Pass
$ 839
$ 1,421
$ 842
$ 271
$ 45
$ 145
$ 823
$ —
$ 4,386
Substandard
—
—
—
—
—
5
—
—
5
Total consumer loans
$ 839
$ 1,421
$ 842
$ 271
$ 45
$ 150
$ 823
$ —
$ 4,391
Current period gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 228
$ 228
Payment Performance:
Performing
$ 839
$ 1,421
$ 842
$ 271
$ 45
$ 145
$ 823
$ —
$ 4,386
Nonaccrual
—
—
—
—
—
5
—
—
5
28
The
following table summarizes information about total loans rated Special Mention, Substandard, Doubtful or Loss for the periods
noted.
June 30, 2025
December 31, 2024
(Dollar in thousands)
Criticized loans:
Special Mention
$ 1,546
$ 11,405
Substandard
24,608
27,016
Total criticized loans
$ 26,154
$ 38,421
Total criticized loans as a percentage of total loans
1.2 %
1.9 %
At
June 30, 2025 and December 31, 2024, the Company did not have any loans rated Doubtful or Loss.
6.
GOODWILL AND OTHER INTANGIBLES
Goodwill
At
June 30, 2025 and December 31, 2024, the carrying value of the Company’s goodwill was $ 12.5 million. Goodwill is measured
as the excess of the cost of a business combination over the sum of the amounts assigned to identifiable intangible assets acquired
less liabilities assumed. Goodwill is not amortized but rather assessed for impairment annually or more frequently if circumstances
warrant. Management has the option of first assessing qualitative factors, such as events and circumstances, to determine whether
it is more likely than not, meaning a likelihood of more than 50%, the value of a reporting unit is less than its carrying amount.
If, after considering all relevant events and circumstances, management determines it is not more likely than not the fair value
of a reporting unit is less than its carrying amount, then performing an impairment test is unnecessary. At June 30, 2025 and
December 31, 2024, the Company’s goodwill was related to the acquisition of Chicopee Bancorp, Inc. in October 2016. For
the six months ended June 30, 2025, management determined that it was not more likely than not the fair value of the reporting
unit was less than its carrying amount. If management had determined otherwise, a fair value analysis would have been completed
to determine the impairment and necessary write-down of goodwill.
Core
Deposit Intangibles
In
connection with the acquisition of Chicopee Bancorp, Inc., the Company recorded a core deposit intangible of $ 4.5 million, which
is being amortized over twelve years using the straight-line method. Amortization expense was $ 188,000 for the six months ended
June 30, 2025 and 2024. At June 30, 2025, future amortization of the core deposit intangible totaled $ 375,000 for each of the
next three years and $ 125,000 thereafter.
7.
SHARE-BASED COMPENSATION
Restricted
Stock Awards.
In
May 2021, the Company’s shareholders approved the 2021 Omnibus Incentive Plan, a share-based compensation plan (the “2021
Omnibus Plan”). Under the 2021 Omnibus Plan, up to 700,000 shares of the Company’s common stock were reserved for
grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee
director of the Company. Any shares that are not issued because vesting requirements are not met will be available for future
issuance under the 2021 Omnibus Plan.
On
an annual basis, the Compensation Committee (the “Committee”) approves long-term incentive awards out of the 2021
Omnibus Plan, whereby shares will be granted to eligible participants of the Company that are nominated by the Chief Executive
Officer and approved by the Committee, with vesting over a three-year term for employees and a one-year term for directors. Annual
employee grants provide for a periodic award that is both performance and time-based and is designed to recognize the executive’s
responsibilities, reward performance and leadership and as a retention tool. The objective of the award is to align compensation
for the named executive officers and directors over a multi-year period directly with the interests of our shareholders by motivating
and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return.
29
2022
Long-Term Incentive Plan.
In
March 2022, the Committee granted 119,376 shares under the 2022 Long-Term LTI Plan (the “2022 LTI Plan”). Of the 119,376
shares granted, 59,688 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably
over a three-year period. The remaining 59,688 shares, or 50 % of the shares granted, were performance-based restricted shares
that are subject to the achievement of the 2022 LTI Plan performance metrics.
The
Committee selected Return on Equity (“ROE”) and Earnings per Share (“EPS”) as the primary performance
metrics for the 2022 LTI Plan. Each of these two measures were independently assigned a 50 % weight for determining future performance
against goals. Performance-based restricted shares will be earned based upon the Company’s performance relative to Threshold,
Target and Stretch absolute goals on an annual performance period for ROE metrics and for a three-year cumulative performance
period for EPS. For each performance-based goal, achieving Threshold performance pays at 50 % of Target value, while achieving
Stretch performance pays at 150 % of Target value. The performance-based restricted shares will be certified by the Committee and
distributed at the end of the three-year period as earned.
The
Threshold, Target and Stretch metrics under the 2022 LTI Plan are as follows:
ROE Metrics
Performance Period Ending
Threshold
Target
Stretch
Actual
December 31, 2022
7.79 %
8.20 %
8.61 %
11.85 %
December 31, 2023
7.93 %
8.35 %
8.77 %
6.47 %
December 31, 2024
8.03 %
8.45 %
8.87 %
4.93 %
EPS Metrics
Performance Period Ending
Threshold
Target
Stretch
Three-Year Cumulative Diluted EPS
$ 2.35
$ 2.61
$ 2.85
$ 2.44
At
December 31, 2024, the three-year performance period for the 2022 LTI Plan ended. Of the 59,688 performance-based shares granted
in 2022, based on achieving 58.7 % of target, 31,460 performance-based shares vested on March 7, 2025, and were eligible to be
issued to recipients.
2022
Annual Equity Retainer.
In
March 2022, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 1,975
time-based restricted shares of WNEB common stock. In total, 17,775 shares were granted and fully vested on December 31, 2022.
2023
Long-Term Incentive Plan.
In
March 2023, the Committee granted 120,998 shares under the 2023 Long-Term LTI Plan (the “2023 LTI Plan”). Of the 120,998
shares granted, 60,499 shares, or 50 % of the shares granted, were time-based restricted shares and vest ratably over a three-year
period. The remaining 60,499 shares, or 50 % of the shares granted, were performance-based restricted shares that are subject to
the achievement of the 2023 LTI Plan performance metrics.
The
Committee selected ROE and EPS as the primary performance metrics for the 2023 LTI Plan. Each of these two measures were independently
assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based
upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period
for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold
performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based
restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.
30
The
Threshold, Target and Stretch metrics under the 2023 LTI Plan are as follows:
ROE Metrics
Performance Period Ending
Threshold
Target
Stretch
December 31, 2023
8.00 %
8.45 %
8.85 %
December 31, 2024
8.75 %
9.25 %
9.75 %
December 31, 2025
9.00 %
9.50 %
10.00 %
EPS Metrics
Performance Period Ending
Threshold
Target
Stretch
Three-Year Cumulative Diluted EPS
$ 2.39
$ 2.65
$ 2.89
2023
Annual Equity Retainer.
In
March 2023, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,022
time-based restricted shares of WNEB common stock. In total, 18,198 shares were granted and fully vested on December 31, 2023.
2024
Long-Term Incentive Plan.
In
March 2024, the Committee granted 146,422 shares under the 2024 Long-Term LTI Plan (the “2024 LTI Plan”). Of the 146,422
shares granted, 73,211 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably
over a three-year period. The remaining 73,211 shares, or 50 % of the share granted, were performance-based restricted shares that
are subject to the achievement of the 2024 LTI Plan performance metrics.
The
Committee selected ROE and EPS as the primary performance metrics for the 2024 LTI Plan. Each of these two measures were independently
assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based
upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period
for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold
performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based
restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.
The
Threshold, Target and Stretch metrics under the 2024 LTI Plan are as follows:
ROE Metrics
Performance Period Ending
Threshold
Target
Stretch
December 31, 2024
5.05 %
5.61 %
6.17 %
December 31, 2025
6.18 %
6.86 %
7.55 %
December 31, 2026
7.30 %
8.11 %
8.92 %
EPS
Metrics
Performance Period Ending
Threshold
Target
Stretch
Three-Year Cumulative Diluted EPS
$ 2.25
$ 2.50
$ 2.75
2024
Annual Equity Retainer.
In
March 2024, under the Company’s 2021 Omnibus Plan, each non-employee director received an annual equity retainer of 2,384
time-based restricted shares of WNEB common stock. In total, 21,456 shares were granted and there were 19,072 shares that fully
vested on December 31, 2024.
2025
Long-Term Incentive Plan.
In
March 2025, the Committee granted 140,384 shares under the 2025 Long-Term LTI Plan (the “2025 LTI Plan”). Of the 140,384
shares granted, 70,192 shares, or 50 % of the shares granted, were time-based restricted shares that are scheduled to vest ratably
over a three-year period. The remaining 70,192 shares, or 50 % of the share granted, were performance-based restricted shares that
are subject to the achievement of the 2025 LTI Plan performance metrics.
31
The
Committee selected ROE and EPS as the primary performance metrics for the 2025 LTI Plan. Each of these two measures were independently
assigned a 50 % weight for determining future performance against goals. Performance-based restricted shares will be earned based
upon the Company’s performance relative to Threshold, Target and Stretch absolute goals on an annual performance period
for ROE metrics and for a three-year cumulative performance period for EPS. For each performance-based goal, achieving Threshold
performance pays at 50 % of Target value, while achieving Stretch performance pays at 150 % of Target value. The performance-based
restricted shares will be certified by the Committee and distributed at the end of the three-year period as earned.
The
Threshold, Target and Stretch metrics under the 2025 LTI Plan are as follows:
ROE Metrics
Performance Period Ending
Threshold
Target
Stretch
December 31, 2025
5.12 %
6.10 %
7.32 %
December 31, 2026
6.10 %
7.24 %
8.69 %
December 31, 2027
6.52 %
7.76 %
9.31 %
EPS Metrics
Performance Period Ending
Threshold
Target
Stretch
Three-Year Cumulative Diluted EPS
$ 2.10
$ 2.50
$ 3.00
Amended
and Restated 2021 Omnibus Incentive Plan.
On
May 14, 2025, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders approved the amendment
and restatement of the Company’s 2021 Omnibus Plan to increase the total number of shares of common stock reserved for issuance
under the 2021 Omnibus Plan by 1,000,000 shares (the “Amended and Restated Plan”). The Amended and Restated Plan was
approved by the Company’s Board of Directors on January 28, 2025, subject to shareholder approval, and became effective
with such shareholder approval on May 14, 2025.
2025
Annual Equity Retainer.
In
May 2025, under the Company’s Amended and Restated Plan, each non-employee director received an annual equity retainer of
2,116 time-based restricted shares of WNEB common stock. In total, 16,928 shares were granted and will become fully vested on
December 31, 2025.
At
June 30, 2025, there were 994,588 remaining shares available to grant under the Amended and Restated Plan.
A
summary of the status of unvested restricted stock awards at June 30, 2025 and 2024 is presented below:
Shares
Weighted
Average Grant Date Fair Value
($)
Balance at December 31, 2024
254,732
9.01
Shares granted
126,615
9.31
Forfeited shares reissued
30,697
9.33
Shares forfeited
( 28,313 )
9.09
Shares
vested
( 31,460 )
9.12
Balance at June 30, 2025
352,271
9.13
32
Shares
Weighted
Average Grant Date Fair Value
($)
Balance at December 31, 2023
220,635
9.29
Shares granted
187,049
8.38
Shares forfeited
( 2,384 )
8.39
Shares
vested
( 69,376 )
8.34
Balance at June 30, 2024
335,924
8.98
We
recorded total expense for restricted stock awards of $ 463,000 and $ 823,000 for the six months ended June 30, 2025 and 2024, respectively.
8.
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
On
a long-term basis, the Company intends to continue to increase its core deposits to fund loan growth. The Company also uses FHLB
borrowings as part of the Company's overall strategy to manage interest rate risk and liquidity risk. FHLB advances are secured
by a blanket security agreement which requires the Company to maintain certain qualifying assets as collateral, principally certain
residential real estate loans and commercial real estate loans and securities, not otherwise pledged. The maximum amount that
the FHLB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies
of the FHLB. As an FHLB member, the Company is required to own capital stock of the FHLB, calculated periodically based primarily
on its level of borrowings from the FHLB. Advances are made under several different credit programs with different lending standards,
interest rates and range of maturities. The Company’s relationship with the FHLB is an integral component of the Company’s
asset-liability management program. At June 30, 2025, the Company pledged $ 919.2 million of eligible collateral to support its
borrowing capacity at the FHLB.
There
were no short-term FHLB advances outstanding at June 30, 2025 and December 31, 2024. The Company also has a standing available
overnight Ideal Way line of credit with the FHLB of $ 9.5 million. Interest on this line of credit is payable at a rate determined
and reset by the FHLB on a daily basis. The outstanding principal is due daily but the portion not repaid will be automatically
renewed. At June 30, 2025 and December 31, 2024, the Company did not have an outstanding balance under the Ideal Way line of credit.
At June 30, 2025, the Company had an immediate availability to borrow an additional $ 452.7 million from the FHLB, including the
Ideal Way line of credit, based on qualified collateral pledged.
Other
borrowings, held as collateral for customer swap arrangements, totaled $ 4.0 million with a weighted average rate of 4.33 % at June
30, 2025 and $ 5.4 million with a weighted average rate of 4.33 % at December 31, 2024, respectively.
As
a member of the FRB, the Company may also borrow from the Federal Reserve Bank Discount Window (the “Discount Window”).
At June 30, 2025 and December 31, 2024, the Company had an available line of credit of $ 383.8 million and $ 382.9 million, respectively,
with the Discount Window at an interest rate determined and reset on a daily basis. Borrowings from the Discount Window are secured
by eligible loan collateral and certain securities from the Company’s investment portfolio not otherwise pledged. At June
30, 2025 and December 31, 2024, the Company did not have an outstanding balance under the Discount Window.
The
Company also has pre-established, non-collateralized overnight borrowing arrangements with large national and regional correspondent
banks to provide additional overnight and short-term borrowing capacity for the Company. The Company has a $ 15.0 million line
of credit with a correspondent bank and a $ 10.0 million line of credit with another correspondent bank, both at an interest rate
determined and reset on a daily basis. As of June 30, 2025 and December 31, 2024, there were no advances outstanding under these
lines.
Long-term
debt consists of FHLB and FRB advances with an original maturity of one year or more. At June 30, 2025 and December 31, 2024,
long-term debt consisted of $ 98.0 million in outstanding FHLB advances with a weighted average fixed rate of 4.97 %.
33
9.
SUBORDINATED DEBT
On
April 20, 2021, the Company completed an offering of $ 20 million in aggregate principal amount of its 4.875 % fixed-to-floating
rate subordinated notes (the “Notes”) to certain qualified institutional buyers in a private placement transaction.
At June 30, 2025, $ 19.8 million aggregate principal amount of the Notes was outstanding.
Unless
earlier redeemed, the Notes mature on May 1, 2031 . The Notes will bear interest from the initial issue date to, but excluding,
May 1, 2026 , or the earlier redemption date, at a fixed rate of 4.875 % per annum, payable quarterly in arrears on May 1, August
1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including May 1, 2026, but excluding the maturity
date or earlier redemption date, equal to the benchmark rate, which is the 90-day average secured overnight financing rate , plus
412 basis points, determined on the determination date of the applicable interest period, payable quarterly in arrears on May
1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes, in whole or in part, on or after May
1, 2026 , and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors
of the Federal Reserve System (the “Federal Reserve”). The Notes were designed to qualify as Tier 2 capital under
the Federal Reserve’s capital adequacy regulations.
The
Notes are presented net of issuance costs of $ 229,000 as of June 30, 2025, which are being amortized into interest expense over
the life of the Notes. Amortization of issuance costs into interest expense was $ 20,000 and $ 19,000 for the six months ended June
30, 2025 and 2024, respectively.
10.
DERIVATIVES AND HEDGING ACTIVITIES
Risk
Management Objective of Using Derivatives.
The
Company is exposed to certain risks arising from both our business operations and economic conditions. We principally manage our
exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic
risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets
and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments
to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash
amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences
in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally
related to certain variable rate loan assets and variable rate borrowings.
Fair
Value Hedges of Interest Rate Risk.
The
Company is exposed to changes in the fair value of certain pools of fixed-rate assets due to changes in benchmark interest rates.
The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes
in the designated benchmark interest rate. The Company's interest rate swaps designated as fair value hedges involve the payment
of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements
without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the
gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized
in interest income .
In
October of 2024, $ 200 million in notional amount of designated fair value hedges matured. As of December 31, 2024, the Company
did not have any outstanding fair value hedges on the balance sheet.
Non-hedging
Derivatives.
Derivatives
not designated as hedges are not speculative, but rather result from a service the Company provides to certain customers. The
Company executes loan-level derivative products such as interest-rate swap agreements with commercial banking customers to aid
them in managing their interest-rate risk by converting floating-rate loan payments to fixed-rate loan payments. The Company concurrently
enters into offsetting swaps with a third-party financial institution, effectively minimizing the Company’s net risk exposure
resulting from such transactions. The third-party financial institution exchanges the customer's fixed-rate loan payments for
floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements,
changes in the fair value are recognized directly in earnings.
34
Fair
Values of Derivative Instruments on the Balance Sheet.
The
tables below present the fair value of our derivative financial instruments designated as hedging and non-hedging instruments
as well as our classification on the balance sheet as of June 30, 2025 and December 31, 2024.
June 30, 2025
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Fair Value
Balance Sheet
Location
Fair Value
(Dollars in thousands)
Derivatives not designated as hedging instruments:
Interest rate swap – with customer counterparties
$ —
$ 5,120
Interest rate swap – with dealer counterparties
5,120
—
Total derivatives
Other Assets
$ 5,120
Other Liabilities
$ 5,120
December 31, 2024
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Fair Value
Balance Sheet
Location
Fair Value
(Dollars in thousands)
Derivatives not designated as hedging instruments:
Interest rate swap – with customer counterparties
$ —
5,883
Interest rate swap – with dealer counterparties
5,883
—
Total derivatives
Other Assets
$ 5,883
Other Liabilities
$ 5,883
Effect
of Derivative Instruments in the Consolidated Statements of Net Income.
The
table below presents the effect of the Company’s derivative financial instruments on the statements of net income for the
three and six months ended June 30, 2024. There were no gains or losses on fair value hedging relationships recorded through interest
income for the three and six months ended June 30, 2025.
Location and Amount of Gain (Loss) Recognized in Income on Fair Value Hedging Relationships
Three
Months Ended
June
30, 2024
Six
Months Ended
June
30, 2024
Interest Income
Interest Income
Total amounts of income line items presented in the statements of net income in which the effects of fair value hedges are recorded
$ 447
$ 890
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items
$ 264
$ 63
Derivatives designated as hedging instruments
183
827
There
were no gains or losses recognized in accumulated other comprehensive income related to derivative financial instruments during
the three and six months ended June 30, 2025.
35
Credit-risk-related
Contingent Features
By
using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty
to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty
owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore,
it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated
counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty.
We
have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default
where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default
on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision
where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and
we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties
contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes
our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.
At
June 30, 2025, we had minimum collateral posting thresholds with certain of our derivative counterparties. As of June 30, 2025,
we were not required to post collateral under these agreements because we did not have any derivatives in a liability position
with those counterparties.
11.
FAIR VALUE OF ASSETS AND LIABILITIES
Determination
of Fair Value.
We
use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted
market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where
quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash
flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Methods
and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value
without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible
tax ramifications or estimated transaction cost.
Securities.
The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. All other
securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as
observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.
These securities include government-sponsored enterprise obligations, state and municipal obligations, corporate bonds, residential
mortgage-backed securities guaranteed and sponsored by the U.S. government or an agency thereof. Fair value measurements are obtained
from a third-party pricing service and are not adjusted by management.
Interest
rate swaps. The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using
a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs
for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that
the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy.
36
Assets
and Liabilities Measured at Fair Value on a Recurring Basis.
Assets
and liabilities measured at fair value on a recurring basis are summarized below:
June 30, 2025
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets:
Securities available-for-sale
$ —
$ 178,785
$ —
$ 178,785
Marketable equity securities
444
—
—
444
Interest rate swaps
—
5,120
—
5,120
Total assets
$ 444
$ 183,905
$ —
$ 184,349
Liabilities:
Interest rate swaps
$ —
$ 5,120
$ —
$ 5,120
December 31, 2024
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets:
Securities available-for-sale
$ —
$ 160,704
$ —
$ 160,704
Marketable equity securities
397
—
—
397
Interest rate swaps
—
5,883
—
5,883
Total assets
$ 397
$ 166,587
$ —
$ 166,984
Liabilities:
Interest rate swaps
$ —
$ 5,883
$ —
$ 5,883
There
were no transfers to or from Level 1 and 2 for assets measured at fair value on a recurring basis at June 30, 2025 and December
31, 2024.
Assets
Measured at Fair Value on a Non-recurring Basis.
We
may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance
with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market
accounting or write-downs of individual assets. The following tables summarize the fair value hierarchy used to determine the
carrying values of the related assets as of June 30, 2025 and December 31, 2024.
Six Months Ended
At June 30, 2025
June 30, 2025
Total
Level 1
Level 2
Level 3
Losses
(Dollars in thousands)
(Dollars in thousands)
Collateral dependent loans
$ —
$ —
$ 1
$ 25
37
Six Months Ended
At December 31, 2024
June 30, 2024
Total
Level 1
Level 2
Level 3
Losses
(Dollars in thousands)
(Dollars in thousands)
Collateral dependent loans
$ —
$ —
$ 325
$ —
The
amount of impaired loans represents the carrying value, net of the related write-down or valuation allowance of collateral dependent
loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of collateral
dependent loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed
by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination
of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process
by the appraisers to adjust for differences between the comparable sales and income data available. Management will
discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such
adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Summary
of Fair Values of Financial Instruments.
The
estimated fair values of our financial instruments are as follows:
June
30, 2025
Carrying Value
Fair Value
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets:
Cash and cash equivalents
$ 93,308
$ 93,308
$ —
$ —
$ 93,308
Securities held-to-maturity
197,671
4,821
157,493
—
162,314
Securities available-for-sale
178,785
—
178,785
—
178,785
Marketable equity securities
444
444
—
—
444
FHLB and other restricted stock
5,818
—
—
5,818
5,818
Loans - net
2,072,898
—
—
1,945,953
1,945,953
Accrued interest receivable
8,719
—
—
8,719
8,719
Mortgage servicing rights
377
—
744
—
744
Derivative asset
5,120
—
5,120
—
5,120
Liabilities:
Deposits
2,330,113
—
—
2,327,828
2,327,828
Short-term borrowings
4,040
—
4,040
—
4,040
Long-term debt
98,000
—
98,766
—
98,766
Subordinated debt
19,771
—
16,102
—
16,102
Accrued interest payable
822
—
—
822
822
Derivative liabilities
5,120
—
5,120
—
5,120
38
December
31, 2024
Carrying Value
Fair Value
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Assets:
Cash and cash equivalents
$ 66,450
$ 66,450
$ —
$ —
$ 66,450
Securities held-to-maturity
205,036
4,727
160,879
—
165,606
Securities available-for-sale
160,704
—
160,704
—
160,704
Marketable equity securities
397
397
—
—
397
FHLB and other restricted stock
5,818
—
—
5,818
5,818
Loans - net
2,050,660
—
—
1,894,621
1,894,621
Accrued interest receivable
8,468
—
—
8,468
8,468
Mortgage servicing rights
436
—
826
—
826
Derivative asset
5,883
—
5,883
—
5,883
Liabilities:
Deposits
2,262,647
—
—
2,261,666
2,261,666
Short-term borrowings
5,390
—
5,390
—
5,390
Long-term debt
98,000
—
98,835
—
98,835
Subordinated debt
19,751
—
15,876
—
15,876
Accrued interest payable
903
—
—
903
903
Derivative liabilities
5,883
—
5,883
—
5,883
12.
RECENT ACCOUNTING PRONOUNCEMENTS
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (Topic 280), which expands segment disclosure
requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and
interim basis. It also requires companies to provide in interim periods all disclosures about a reportable segment’s profit
or loss and assets that are currently required annually. This ASU, as amended, became effective for the Company in the consolidated
financial statements for the year ended December 31, 2024 (see Note 13 – Segment) and did not have a material impact on
the Company’s consolidated financial statements. In addition, this ASU, as amended, will be effective for interim periods
beginning in 2025 and did not have a material impact on the Company’s consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which
requires entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling
items that meet a quantitative threshold. On an annual basis, entities must disclose: (1) the amount of income taxes paid, net
of refunds, disaggregated by federal, state, and foreign; and (2) the amount of income taxes paid, net of refunds, disaggregated
by individual jurisdictions in which income taxes paid, net of refunds received, for amounts equal to or greater than 5% of total
income taxes paid. Further, the amendments also require entities to disclose: (1) income or loss from continued operations before
income tax expense (or benefit) disaggregated between domestic and foreign sources; and (2) income or loss from continued operations
disaggregated by federal, state, and foreign sources. This ASU, as amended, is effective for the Company in fiscal years beginning
after December 15, 2024 and is not expected to have a material impact on the Company’s consolidated financial statements.
In
November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures – Disaggregation of Income Statement Expenses (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure
of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular
form, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed
categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally,
entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of
selling expenses. This ASU is effective for the Company, on a prospective basis, for annual reporting periods beginning after
December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027 and is not expected
to have a material impact on the Company’s consolidated financial statements.
39
13.
SEGMENT
The
Company operates as a single reportable segment under ASC 280, as the Chief Operating Decision Maker (“CODM”) reviews
financial performance and allocates resources based on the consolidated results of the Company as a whole. The Company,
through its bank subsidiary, provides banking services to individuals and companies primarily in Hampden County and Hampshire
County in western Massachusetts and Hartford County and Tolland County in northern Connecticut. These services include commercial
lending, residential lending and consumer lending, checking, savings, time deposits, cash management, and wealth management. The
CODM primarily evaluates performance using net interest income and net income as reported in the consolidated statement of income.
The Company’s primary measure of profitability is net interest and dividend income. Net interest and dividend income is
the difference between the interest income earned on interest-earning assets and the interest paid on interest-bearing liabilities.
Interest-earning assets consist primarily of commercial real estate loans, commercial and industrial loans, residential real estate
loans and securities. Interest-bearing liabilities consist primarily of time deposits and money market accounts, demand deposits,
savings accounts and borrowings from the FHLB. The consolidated results of operations also depend on the provision for credit
losses, non-interest income, and non-interest expense. In addition, the CODM considers net income as a key measure of overall
financial performance. The Company’s CODM consists of members of the Senior Management team, including the Chief Executive
Officer, the Chief Financial Officer, the Chief Banking Officer and the Chief Lending Officer.
40
ITEM
2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview.
We
strive to remain a leader in meeting the financial service needs of the local community and to provide quality service to the
individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented
provider of traditional banking products and services to business organizations and individuals, including products such as residential
and commercial real estate loans, commercial and industrial loans, consumer loans and a variety of deposit products. We meet the
needs of our local community through a community-based and service-oriented approach to banking.
We
have adopted a growth-oriented strategy that continues to focus on increasing commercial lending and residential lending. Our
strategy also calls for increasing deposit relationships, specifically core deposits (defined below), and broadening our product
lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our
existing commitment to high-quality customer service.
In
connection with our overall growth strategy, we seek to:
● Increase
market share and achieve scale to improve the Company’s profitability and efficiency
and return value to shareholders;
● Grow
the Company’s commercial loan portfolio and related commercial deposits by targeting
businesses in our primary market area of Hampden and Hampshire Counties in western Massachusetts
and Hartford and Tolland Counties in northern Connecticut to increase the net interest
margin and loan income;
● Supplement
the Company’s commercial portfolio by growing the Company’s residential real
estate portfolio to diversify the Company’s loan portfolio and deepen customer
relationships;
● Focus
on expanding our retail banking deposit franchise and increase the number of households
served within our designated market area;
● Invest
in people, systems and technology to grow revenue, improve efficiency and enhance the
overall customer experience;
● Grow
revenues, increase book value per share and tangible book value per share (a non-GAAP
financial measure), pay competitive dividends to shareholders and utilize the Company’s
stock repurchase plan to leverage our capital and enhance franchise value; and
● Consider
growth through acquisitions. We may pursue expansion opportunities in existing or adjacent
strategic locations with companies that add complementary products to our existing business
and at terms that add value to our existing shareholders.
You
should read the following financial results for the three months and six months ended June 30, 2025 in the context of this strategy.
● Net
income was $4.6 million, or $0.23 per diluted share, for the three months ended June
30, 2025, compared to net income of $3.5 million, or $0.17 per diluted share, for the
three months ended June 30, 2024. For the six months ended June 30, 2025, net income
was $6.9 million, or $0.34 per diluted share, compared to $6.5 million, or $0.31 per
diluted share, for the six months ended June 30, 2024.
● Net
interest income increased $3.2 million, or 21.9%, to $17.6 million, for the three months
ended June 30, 2025, from $14.5 million for the three months ended June 30, 2024. The
increase in net interest income was due to an increase in interest and dividend income
of $2.8 million, or 10.5%, and a decrease in interest expense of $362,000, or 2.9%. During
the three months ended June 30, 2025, the Company recorded $425,000 in prepayment penalties
related to payoffs in the commercial portfolio. The increase in interest income was primarily
due to a $129.4 million, or 5.4%, increase in average interest-earning assets and a 20
basis point increase in the average yield on interest-earning assets, from the three
months ended June 30, 2024 to the three months ended June 30, 2025. During the six months
ended June 30, 2025, net interest income increased $3.4 million, or 11.3%, to $33.2 million,
compared to $29.8 million for the six months ended June 30, 2024. The increase in net
interest income was due to an increase in interest income of $4.6 million, or 8.7%, partially
offset by an increase in interest expense of $1.3 million, or 5.4%.
41
● During
the three months ended June, 30, 2025, the Company recorded a reversal of credit losses
of $615,000, compared to a reversal of credit losses of $294,000 during the three months
ended June 30, 2024. The reversal of credit losses recorded during the three months ended
June 30, 2025 was a result of a recovery in the amount of $624,000 on a previously charged-off
commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of
June 30, 2025, the relationship has been paid in full and the Company does not expect
to charge-off or recover any additional funds from the borrower. During the six months
ended June 30, 2025, the Company recorded a reversal of credit losses of $473,000, compared
to a reversal of credit losses of $844,000 during the six months ended June 30, 2024.
The decrease was primarily due to changes in the loan mix as well as economic environment
and related adjustments to the quantitative components of the CECL methodology.
CRITICAL
ACCOUNTING POLICIES.
Our
consolidated financial statements are prepared in accordance with GAAP and practices within the banking industry. Application
of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the
financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as
of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different
estimates, assumptions, and judgments. Actual results could differ from those estimates.
Critical
accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible
to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties,
and could potentially result in materially different results under different assumptions and conditions.
There
have been no material changes to our critical accounting policies during the six months ended June 30, 2025. For additional information
on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated
financial statements and Note 1 of the consolidated financial statements included in our 2024 Annual Report.
COMPARISON
OF FINANCIAL CONDITION AT JUNE 30, 2025 AND DECEMBER 31, 2024
At
June 30, 2025, total assets were $2.7 billion, an increase of $58.1 million, or 2.2%, from December 31, 2024. The increase in
total assets was primarily due to an increase in total gross loans of $22.1 million, or 1.1%, an increase in cash and cash equivalents
of $26.9 million, or 40.4%, and an increase in investment securities of $10.8 million, or 2.9%.
Investment
Securities.
At
June 30, 2025, the investment securities portfolio totaled $376.9 million, or 13.9% of total assets, compared to $366.1 million,
or 13.8% of total assets, at December 31, 2024. At June 30, 2025, the Company’s available-for-sale securities portfolio,
recorded at fair market value, increased $18.1 million, or 11.3%, from $160.7 million at December 31, 2024 to $178.8 million.
The held-to-maturity securities portfolio, recorded at amortized cost, decreased $7.4 million, or 3.6%, from $205.0 million at
December 31, 2024 to $197.7 million at June 30, 2025.
At
June 30, 2025, the Company reported unrealized losses on the available-for-sale securities portfolio of $26.6 million, or 12.9%
of the amortized cost basis of the available-for-sale securities portfolio, compared to unrealized losses of $31.2 million, or
16.2% of the amortized cost basis of the available-for-sale securities at December 31, 2024. At June 30, 2025, the Company reported
unrealized losses on the held-to-maturity securities portfolio of $35.4 million, or 17.8% of the amortized cost basis of the held-to-maturity
securities portfolio, compared to $39.4 million, or 19.2% of the amortized cost basis of the held-to-maturity securities portfolio
at December 31, 2024.
42
The
securities in which the Company may invest are limited by regulation. Federally chartered savings banks have authority to invest
in various types of assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, mortgage-backed
securities, certain certificates of deposit of insured financial institutions, repurchase agreements, overnight and short-term
loans to other banks, corporate debt instruments and marketable equity securities. The securities, with the exception of $8.7
million in corporate bonds, are issued by the United States government or government-sponsored enterprises and are therefore either
explicitly or implicitly guaranteed as to the timely payment of contractual principal and interest. These positions are deemed
to have no credit impairment, therefore, the disclosed unrealized losses with the securities portfolio relate primarily to changes
in prevailing interest rates. In all cases, price improvement in future periods will be realized as the issuances approach maturity.
Management
regularly reviews the portfolio for securities in an unrealized loss position. At June 30, 2025 and December 31, 2024, the Company
did not record any credit impairment charges on its securities portfolio and attributed the unrealized losses primarily due to
fluctuations in general interest rates or changes in expected prepayments and not due to credit quality. The primary objective
of the Company’s investment portfolio is to provide liquidity and to secure municipal deposit accounts while preserving
the safety of principal. The available-for-sale and held-to-maturity portfolios are both eligible for pledging to the Federal
Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) as collateral for borrowings. The portfolios
are comprised of high-credit quality investments and both portfolios generated cash flows monthly from interest, principal amortization
and payoffs, which support’s the Bank's objective to provide liquidity.
Loans.
Total
gross loans increased $22.1 million, or 1.1%, from $2.1 billion, or 77.9% of total assets, at December 31, 2024 to $2.1 billion,
or 77.1% of total assets, at June 30, 2025. The increase in total gross loans was primarily driven by an increase in residential
real estate loans, including home equity loans, of $29.7 million, or 3.8%, and an increase in commercial and industrial loans
of $22.8 million, or 10.8%. The increase in commercial and industrial loans was partially due to an increase in line of credit
utilization, from 21.9% at December 31, 2024 to 26.1% at June 30, 2025. These increases were partially offset by a decrease in
commercial real estate loans of $29.5 million, or 2.7%, and a decrease in consumer loans of $879,000, or 20.0%.
Total
delinquency was $3.9 million, or 0.18% of total loans, at June 30, 2025, compared to $5.0 million, or 0.24% of total loans at
December 31, 2024. At June 30, 2025, nonaccrual loans totaled $5.8 million, or 0.27% of total loans, compared to $5.4 million,
or 0.26% of total loans, at December 31, 2024. At June 30, 2025 and December 31, 2024, there were no loans 90 or more days past
due and still accruing interest. Total nonaccrual assets totaled $5.8 million, or 0.21% of total assets, at June 30, 2025, compared
to $5.4 million, or 0.20% of total assets, at December 31, 2024. At June 30, 2025 and December 31, 2024, the Company did not have
any other real estate owned.
At
June 30, 2025, the allowance for credit losses was $19.7 million, or 0.94% of total loans and 343.1% of nonaccrual loans, compared
to $19.5 million, or 0.94% of total loans and 362.9% of nonaccrual loans, at December 31, 2024. Total criticized loans, defined
as special mention and substandard loans, decreased $12.3 million, or 32.0%, from $38.4 million, or 1.9% of total loans, at December
31, 2024 to $26.1 million, or 1.2% of total gross loans, at June 30, 2025. During the six months ended June 30, 2025, the decrease
in criticized loans was primarily due to payoffs totaling $9.2 million from four substandard commercial loan relationships.
Our
commercial real estate portfolio is comprised of diversified property types and primarily within our geographic footprint. At
June 30, 2025, the commercial real estate portfolio totaled $1.0 billion, and represented 50.1% of total gross loans. Of the $1.0
billion, $859.2 million, or 82.1%, was categorized as non-owner occupied commercial real estate and represented 316.9% of the
Bank’s total risk-based capital.
Management
is closely monitoring the loan portfolio for any signs of deterioration in borrowers’ financial condition and also in light
of speculation that commercial real estate values may deteriorate as the market continues to adjust to higher vacancies and interest
rates. We are taking steps to mitigate risk in our loan portfolio. A summary of our past due and nonaccrual loans by class is
listed in Note 5 of the accompanying unaudited consolidated financial statements.
The
Company’s commercial real estate loans are considered to be relatively diversified by borrower, industry and concentrated
in the New England geographical area. A significant portion of the loan portfolio consists of commercial real estate loans, primarily
made in Massachusetts, and to a lesser degree, Connecticut, and secured by real estate or other collateral in the market. Although
these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the local
real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position.
While our basic market area is in Massachusetts, the Company has made loans outside that market area where the applicant is an
existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.
43
We
continuously monitor the asset quality of our loan portfolio. For the commercial portfolio, we monitor credit quality using a
risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated
with a commercial loan transaction. Management utilizes a loan risk rating methodology based on an 8-point scale. Pass grades
are 0-4 and non-pass categories, which align with regulatory guidelines, include: special mention (5), substandard (6), doubtful
(7) and loss (8). Risk rating assignment is determined by analyzing key factors, which may include: industry and market conditions,
position within the industry, earnings trends, operating cash flow, debt capacity, guarantor strength, management, financial reporting,
collateral and other considerations.
CRE
Concentrations .
The
OCC, the FRB, and the FDIC (“Agencies”) issued
guidance in 2006 which addresses institutions with increased concentrations of commercial real estate (“CRE”) loans.
The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate
levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner. In developing this
guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration
should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured
multifamily housing finance, when compared to others, such as speculative office space construction.
Institutions
are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses
on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower
for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the
purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market
(for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction
loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans
secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental
income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party,
nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from
the scope of this guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the
cashflow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.
As
part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially
exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure
to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory
analysis of the level and nature of its CRE concentration risk:
1.
Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s
total risk-based capital; or
2.
Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total
risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased
by 50 percent or more during the prior 36 months.
The
Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory
reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute
limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially
exposed to CRE concentration risk.
44
The
Company holds a concentration in commercial real estate loans. As of June 30, 2025, construction, land development and other land
loans represented 30.3% of consolidated bank risk-based capital. During the prior 36 months, the Company has experienced an increase
in its commercial real estate portfolio of 0.2%.
The
management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain
heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The
Company’s Board of Directors (the “Board”) has established internal maximum limits on CRE as an asset class
overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during
periods of changing economic conditions. The Board also has minimum targets for regulatory capital ratios that are in excess of
well capitalized ratios.
Our
risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed
by the Company’s Credit Department that is independent of the originating lender(s).
The
table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner occupied and by concentration
as of June 30, 2025:
Property
Type
Non-Owner
Occupied
Owner
Occupied
Total
%
of CRE Portfolio
%
of Total Loans
%
of Total Bank Risk-Based Capital (1)
(Dollars in thousands)
Office
Portfolio
$ 174,686
$ 21,790
$ 196,476
18.8 %
9.4 %
72.5 %
Apartment
158,795
—
158,795
15.2 %
7.6 %
58.6 %
Industrial
118,537
48,719
167,256
16.0 %
8.0 %
61.7 %
Retail
110,840
6,943
117,783
11.3 %
5.6 %
43.4 %
Other
36,114
29,987
66,101
6.2 %
3.3 %
24.4 %
Mixed
Use
70,887
6,166
77,053
7.4 %
3.7 %
28.4 %
Hotel/Hospitality
42,363
—
42,363
4.0 %
2.0 %
15.6 %
Automotive
Sales
2,648
35,467
38,115
3.6 %
1.8 %
14.1 %
Adult
Care/Assisted Living
25,119
6,119
31,238
3.0 %
1.5 %
11.5 %
Self-Storage
37,101
297
37,398
3.6 %
1.8 %
13.8 %
Student
Housing
21,808
—
21,808
2.1 %
1.0 %
8.0 %
Warehouse
23,890
9,759
33,649
3.2 %
1.6 %
12.4 %
Shopping
Center
25,472
6,447
31,919
3.1 %
1.5 %
11.8 %
School/Higher
Education
10,902
15,349
26,251
2.5 %
1.3 %
9.7 %
Total
commercial real estate
$ 859,162
$ 187,043
$ 1,046,205
100.0 %
50.1 %
385.9 %
%
of Total Bank Risk-Based Capital (1)
316.9 %
69.0 %
385.9 %
%
of Total CRE loans
82.1 %
17.9 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
At
June 30, 2025, of the $1.0 billion in commercial real estate loans, $859.2 million, or 82.1% of total commercial real estate loans,
were categorized as non-owner occupied and represented 316.9% of total bank risk-based capital.
45
The
table below breaks down the commercial real estate portfolio outstanding balance by non-owner and owner occupied and by concentration
as of December 31, 2024:
Property Type
Non-Owner Occupied
Owner Occupied
Total
% of CRE Portfolio
% of Total Loans
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
Office Portfolio
$ 177,102
$ 23,013
$ 200,115
18.6 %
9.7 %
73.9 %
Apartment
179,874
—
179,874
16.7 %
8.7 %
66.4 %
Industrial
116,663
51,618
168,281
15.6 %
8.1 %
62.1 %
Retail
109,936
7,105
117,041
10.9 %
5.7 %
43.2 %
Other
37,231
30,471
67,702
6.3 %
3.3 %
25.0 %
Mixed Use
71,226
6,402
77,628
7.2 %
3.8 %
28.7 %
Hotel/Hospitality
43,133
—
43,133
4.0 %
2.1 %
15.9 %
Automotive Sales
2,705
36,554
39,259
3.6 %
1.9 %
14.5 %
Adult Care/Assisted Living
31,635
6,119
37,754
3.5 %
1.8 %
13.9 %
Self-Storage
33,765
329
34,094
3.2 %
1.6 %
12.6 %
Student Housing
22,047
—
22,047
2.0 %
1.1 %
8.1 %
Warehouse
20,942
10,045
30,987
2.9 %
1.5 %
11.4 %
Shopping Center
23,193
7,518
30,711
2.9 %
1.5 %
11.3 %
School/Higher Education
11,376
15,730
27,106
2.5 %
1.3 %
10.0 %
Total commercial real estate
$ 880,828
$ 194,904
$ 1,075,732
100.0 %
52.0 %
397.1 %
% of Total Bank Risk-Based Capital (1)
325.2 %
71.9 %
397.1 %
% of Total CRE loans
81.9 %
18.1 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
At
December 31, 2024, of the $1.1 billion in commercial real estate loans, $880.8 million, or 81.9% of total commercial real estate
loans, were categorized as non-owner occupied and represented 325.2% of total bank risk-based capital.
The
following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral
location and weighted average loan-to-value (“LTV”) as of June 30, 2025:
Property Type
MA
CT
NH
RI
ME
Other
Total
% of Total Bank Risk-Based Capital (1)
Weighted Average LTV (2)
(Dollars in thousands)
Office
$ 61,670
$ 62,025
$ 39,686
$ —
$ 11,305
$ —
$ 174,686
64.4 %
63.0 %
Apartment
92,724
40,477
—
25,594
—
—
158,795
58.6 %
53.1 %
Industrial
69,458
33,682
—
10,907
—
4,490
118,537
43.7 %
56.4 %
Retail
53,838
26,023
13,561
6,145
11,273
—
110,840
40.9 %
52.1 %
Mixed Use
32,559
20,715
—
12,936
—
4,677
70,887
26.1 %
57.3 %
Other
29,504
5,796
692
—
122
—
36,114
13.3 %
54.3 %
Hotel/Hospitality
20,441
21,922
—
—
—
—
42,363
15.6 %
52.1 %
Adult Care/Assisted Living
8,700
16,419
—
—
—
—
25,119
9.3 %
63.5 %
Self-Storage
27,144
9,180
777
—
—
—
37,101
13.7 %
63.2 %
Student Housing
3,673
15,131
2,660
—
—
344
21,808
8.1 %
61.5 %
Shopping Center
6,083
19,389
—
—
—
—
25,472
9.4 %
48.9 %
Warehouse
17,253
4,952
—
—
—
1,685
23,890
8.8 %
41.9 %
School/Higher Education
10,902
—
—
—
—
—
10,902
4.0 %
44.1 %
Automotive Sales
2,648
—
—
—
—
—
2,648
1.0 %
38.6 %
Total Non-Owner CRE
$ 436,597
$ 275,711
$ 57,376
$ 55,582
$ 22,700
$ 11,196
$ 859,162
316.9 %
56.2 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
(2) Weighted
average LTV is based on the original appraisal and the current loan exposure.
46
The
following table further breaks down the non-owner occupied commercial real estate portfolio balances by concentration, collateral
location and weighted average LTV as of December 31, 2024:
Property Type
MA
CT
NH
RI
ME
Other
Total
% of Total Bank Risk-Based Capital (1)
Weighted Average LTV (2)
(Dollars in thousands)
Apartment
$ 114,922
$ 37,212
$ —
$ 27,740
$ —
$ —
$ 179,874
66.4 %
54.7 %
Office
62,554
62,906
40,237
—
11,405
—
177,102
65.4 %
64.4 %
Industrial
60,192
35,438
—
14,992
—
6,041
116,663
43.1 %
56.0 %
Retail
55,555
23,551
13,752
6,219
10,859
—
109,936
40.6 %
55.4 %
Mixed Use
31,899
21,552
—
13,062
—
4,713
71,226
26.3 %
57.7 %
Other
30,449
5,949
707
—
126
—
37,231
13.7 %
55.3 %
Hotel/Hospitality
20,813
22,320
—
—
—
—
43,133
15.9 %
51.8 %
Adult Care/Assisted Living
15,089
16,546
—
—
—
—
31,635
11.7 %
58.6 %
Self-Storage
24,433
8,548
784
—
—
—
33,765
12.5 %
63.0 %
Student Housing
3,717
15,323
2,660
—
—
347
22,047
8.1 %
72.4 %
Shopping Center
7,176
16,017
—
—
—
—
23,193
8.6 %
50.9 %
Warehouse
17,406
3,319
—
—
—
217
20,942
7.7 %
44.5 %
School/Higher Education
11,376
—
—
—
—
—
11,376
4.2 %
45.0 %
Automotive Sales
2,705
—
—
—
—
—
2,705
1.0 %
39.5 %
Total Non-Owner CRE
$ 458,286
$ 268,681
$ 58,140
$ 62,013
$ 22,390
$ 11,318
$ 880,828
325.2 %
57.2 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from the call report.
(2) Weighted
average LTV is based on the original appraisal and the current loan exposure.
The
Company also underwrites and originates owner occupied commercial real estate loans. These loans are typically term loans made
to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically
excluded owner occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash
flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.
The
table below depicts a well-diversified portfolio of owner occupied commercial real estate portfolio as of June 30, 2025:
Property Type
MA
CT
NH
Other
Total
% of Total Bank Risk-Based Capital (1)
Weighted Average LTV (2)
(Dollars in thousands)
Owner Occupied CRE
Adult Care/Assisted Living
$ —
$ —
$ 6,119
$ —
$ 6,119
2.3 %
57.2 %
Automotive Sales
28,908
6,559
—
—
35,467
13.1 %
58.7 %
School/Higher Education
15,349
—
—
—
15,349
5.7 %
65.4 %
Industrial
39,975
8,191
—
553
48,719
18.0 %
51.7 %
Mixed Use
5,597
569
—
—
6,166
2.3 %
52.6 %
Office
19,323
2,467
—
—
21,790
8.0 %
56.2 %
Retail
6,943
—
—
—
6,943
2.5 %
52.6 %
Shopping Center
4,321
2,126
—
—
6,447
2.4 %
56.6 %
Self-Storage
297
—
—
—
297
0.1 %
19.8 %
Warehouse
9,400
359
—
—
9,759
3.6 %
62.7 %
Other
20,890
8,202
895
—
29,987
11.0 %
49.4 %
Total Owner Occupied CRE
$ 151,003
$ 28,473
$ 7,014
$ 553
$ 187,043
69.0 %
55.3 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
(2) Weighted
average LTV is based on the original appraisal and the current loan exposure.
47
The
table below depicts a well-diversified portfolio of owner occupied commercial real estate portfolio as of December 31, 2024:
Property Type
MA
CT
NH
Other
Total
% of Total Bank Risk-Based Capital (1)
Weighted
Average
LTV (2)
(Dollars in thousands)
Owner Occupied CRE
Adult Care/Assisted Living
$ —
$ —
$ 6,119
$ —
$ 6,119
2.3 %
58.1 %
Automotive Sales
29,858
6,696
—
—
36,554
13.5 %
59.8 %
School/Higher Education
15,730
—
—
—
15,730
5.8 %
66.8 %
Industrial
42,456
8,594
—
568
51,618
19.1 %
52.7 %
Mixed Use
5,820
582
—
—
6,402
2.4 %
53.0 %
Office
20,477
2,536
—
—
23,013
8.5 %
57.2 %
Retail
7,105
—
—
—
7,105
2.6 %
53.4 %
Shopping Center
5,358
2,160
—
—
7,518
2.8 %
56.5 %
Self-Storage
329
—
—
—
329
0.1 %
20.5 %
Warehouse
9,671
374
—
—
10,045
3.7 %
63.2 %
Other
21,773
7,782
916
—
30,471
11.2 %
49.4 %
Total Owner Occupied CRE
$ 158,577
$ 28,724
$ 7,035
$ 568
$ 194,904
72.0 %
56.0 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
(2) Weighted
average LTV is based on the original appraisal and the current loan exposure.
Commercial
Real Estate Office Exposure.
Our
total office-related commercial real estate loans (which is comprised of loans within our commercial real estate portfolio that
are secured by office space, medical office space, and mixed-use where rental income is primarily from office space) totaled $196.5
million, or 72.5% of total bank risk-based capital and $200.1 million, or 73.9% of total bank risk-based capital, as of June 30,
2025 and December 31, 2024, respectively.
The
table below breaks the office-related commercial real estate loans by collateral type for the periods noted:
June 30, 2025
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
Collateral Type:
Office/Medical
$ 105,318
$ 10,343
$ 115,661
58.9 %
42.7 %
Office/Professional Metro
3,636
7,979
11,615
5.9 %
4.3 %
Office/Professional Suburban
38,132
3,245
41,377
21.1 %
15.3 %
Office/Professional Urban
27,600
223
27,823
14.1 %
10.2 %
Total Office Portfolio
$ 174,686
$ 21,790
$ 196,476
100.0 %
72.5 %
December 31, 2024
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
Collateral Type:
Office/Medical
$ 106,884
$ 10,760
$ 117,644
58.8 %
43.4 %
Office/Professional Metro
3,693
8,259
11,952
6.0 %
4.4 %
Office/Professional Suburban
39,336
3,681
43,017
21.5 %
15.9 %
Office/Professional Urban
27,189
313
27,502
13.7 %
10.2 %
Total Office Portfolio
$ 177,102
$ 23,013
$ 200,115
100.0 %
73.9 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
48
Office-related
CRE loans are primarily concentrated in Massachusetts, where approximately 41.2% at June 30, 2025 and 41.5%, at December 31, 2024,
of the total balance of office-related CRE loans are located. The Company does not have office CRE loans secured by real estate
in greater Boston or New York.
June 30, 2025
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
By State:
Massachusetts
$ 61,670
$ 19,323
$ 80,993
41.2 %
29.9 %
Connecticut
62,025
2,467
64,492
32.8 %
23.8 %
New Hampshire
39,686
—
39,686
20.2 %
14.6 %
Other
11,305
—
11,305
5.8 %
4.2 %
Total Office Portfolio
$ 174,686
$ 21,790
$ 196,476
100.0 %
72.5 %
December
31, 2024
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
By State:
Massachusetts
$ 62,554
$ 20,477
$ 83,031
41.5 %
30.7 %
Connecticut
62,906
2,536
65,442
32.7 %
24.2 %
New Hampshire
40,237
—
40,237
20.1 %
14.9 %
Other
11,405
—
11,405
5.7 %
4.2 %
Total Office Portfolio
$ 177,102
$ 23,013
$ 200,115
100.0 %
73.9 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
The
following table sets forth the office-related CRE loans for non-owner occupied and owner occupied CRE and their credit quality
indicators as of the dates indicated:
June 30, 2025
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
By Risk Rating:
Pass
$ 166,763
$ 21,494
$ 188,257
95.9 %
69.4 %
Special Mention
74
—
74
0.0 %
0.1 %
Substandard
7,849
296
8,145
4.1 %
3.0 %
Total Office Portfolio
$ 174,686
$ 21,790
$ 196,476
100.0 %
72.5 %
December 31, 2024
Non-Owner
Occupied
Owner
Occupied
Total
% of Office
Portfolio
% of Total Bank Risk-Based
Capital (1)
(Dollars in thousands)
By Risk Rating:
Pass
$ 169,177
$ 21,632
$ 190,809
95.4 %
70.5 %
Special Mention
7,925
724
8,649
4.3 %
3.2 %
Substandard
—
657
657
0.3 %
0.2 %
Total Office Portfolio
$ 177,102
$ 23,013
$ 200,115
100.0 %
73.9 %
(1) Due
to loan classifications, the percentage of Total Bank Risk-Based Capital may differ from
the call report.
Given
prevailing market conditions such as recent sustained increases in interest rates, reduced occupancy as a result of the increase
in hybrid work arrangements post-COVID, and lower commercial real estate valuations, we carefully monitor these loans for signs
of deterioration in credit quality and other risks. Such heightened monitoring includes incremental risk management strategies
undertaken by management, including more frequent portfolio reviews, ongoing monitoring of market conditions, and additional portfolio
analysis, which may include monitoring concentration limitations, including concentrations by loan type, property type, geographic
area and with participants, where applicable, and risk diversification, tracking aggregated policy and underwriting exceptions
and stress testing the loan portfolios.
49
Deposits.
At
June 30, 2025, total deposits were $2.3 billion and increased $67.5 million, or 3.0%, from December 31, 2024. Core deposits, which
the Company defines as all deposits except time deposits, increased $81.4 million, or 5.2%, from $1.6 billion, or 68.9% of total
deposits, at December 31, 2024, to $1.6 billion, or 70.4% of total deposits, at June 30, 2025. Non-interest-bearing deposits increased
$29.6 million, or 5.2%, to $595.3 million, and represent 25.5% of total deposits, money market accounts increased $25.3 million,
or 3.8%, to $686.8 million, interest-bearing checking accounts increased $18.3 million, or 12.2%, to $168.7 million, and savings
accounts increased $8.1 million, or 4.5%, to $189.7 million.
Time
deposits decreased $13.9 million, or 2.0%, from $703.6 million at December 31, 2024 to $689.7 million at June 30, 2025. Brokered
time deposits, which are included in time deposits, totaled $1.7 million at December 31, 2024. The Company did not have brokered
time deposits at June 30, 2025. We continue our disciplined and focused approach to core relationship management and customer
outreach to meet funding requirements and liquidity needs, with an emphasis on retaining a long-term core customer relationship
base by competing for and retaining deposits in our local market. At June 30, 2025, the Bank’s uninsured deposits totaled
$688.4 million, or 29.5% of total deposits, compared to $643.6 million, or 28.4% of total deposits, at December 31, 2024.
The
table below is a summary of our deposit balances for the periods noted:
June 30, 2025
December 31, 2024
June 30, 2024
(Dollars in thousands)
Core Deposits:
Demand accounts
$ 595,263
$ 565,620
$ 553,329
Interest-bearing accounts
168,679
150,348
149,100
Savings accounts
189,716
181,618
186,171
Money market accounts
686,774
661,478
611,501
Total Core Deposits
$ 1,640,432
$ 1,559,064
$ 1,500,101
Time Deposits:
689,681
703,583
671,708
Total Deposits:
$ 2,330,113
$ 2,262,647
$ 2,171,809
Borrowings.
At
June 30, 2025, total borrowings decreased $1.3 million, or 1.1%, from $123.1 million at December 31, 2024 to $121.8 million. At
June 30, 2025, short-term borrowings decreased $1.4 million, or 25.1%, to $4.0 million, compared to $5.4 million at December 31,
2024. Long-term borrowings were $98.0 million at June 30, 2025 and December 31, 2024. At June 30, 2025 and December 31, 2024,
borrowings also consisted of $19.8 million in fixed-to-floating rate subordinated notes.
As
of June 30, 2025, the Company had $452.7 million of additional borrowing capacity at the FHLB, $383.8 million of additional
borrowing capacity under the FRB Discount Window and $25.0 million of other unsecured lines of credit with correspondent
banks.
50
Capital.
At
June 30, 2025, shareholders’ equity was $239.4 million, or 8.8% of total assets, compared to $235.9 million, or 8.9% of
total assets, at December 31, 2024. The change was primarily attributable to a decrease in accumulated other comprehensive loss
of $3.5 million, cash dividends paid of $2.9 million, repurchase of shares at a cost of $4.7 million, partially offset by net
income of $6.9 million. At June 30, 2025, total shares outstanding were 20,494,501. The Company’s regulatory capital ratios
continue to be strong and in excess of regulatory minimum requirements to be considered well-capitalized as defined by regulators
and internal Company targets.
51
COMPARISON
OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024
General.
The
Company reported net income of $4.6 million, or $0.23 per diluted share, for the three months ended June 30, 2025, compared to
net income of $3.5 million, or $0.17 per diluted share, for the three months ended June 30, 2024. Net interest income increased
$3.2 million, or 21.9%, provision for credit losses decreased $321,000, non-interest income decreased $423,000, or 11.0%, and
non-interest expense increased $1.3 million, or 9.4%, during the same period. Return on average assets and return on average equity
were 0.69% and 7.76%, respectively, for the three months ended June 30, 2025, compared to 0.55% and 6.03%, respectively, for the
three months ended June 30, 2024.
Net
Interest and Dividend Income.
The
following tables set forth the information relating to our average balance and net interest income for the three months ended
June 30, 2025 and 2024, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities
for the periods indicated. Yields and costs are derived by dividing annualized interest income by the average balance of interest-earning
assets and annualized interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest
rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities.
Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets.
Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned when
the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted
to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.
52
Three Months Ended June 30,
2025
2024
Average
Average
Yield/
Average
Average
Yield/
Balance
Interest
Cost (8)
Balance
Interest
Cost (8)
(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans (1)(2)
$ 2,081,319
$ 26,335
5.08 %
$ 2,017,127
$ 24,454
4.88 %
Securities (2)
375,074
2,588
2.77
354,850
2,141
2.43
Other investments - at cost
15,062
169
4.50
14,328
148
4.15
Short-term investments (3)
58,622
641
4.39
14,328
173
4.86
Total interest-earning assets
2,530,077
29,733
4.71
2,400,633
26,916
4.51
Total non-interest-earning assets
156,247
156,701
Total assets
$ 2,686,324
$ 2,557,334
LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts
$ 165,329
$ 424
1.03 %
$ 131,449
$ 253
0.77 %
Savings accounts
188,498
55
0.12
185,690
51
0.11
Money market accounts
687,621
3,600
2.10
622,062
2,930
1.89
Time deposit accounts
690,555
6,358
3.69
650,054
7,101
4.39
Total interest-bearing deposits
1,732,003
10,437
2.42
1,589,255
10,335
2.62
Short-term borrowings and long-term debt
122,070
1,533
5.04
160,484
1,997
5.00
Interest-bearing liabilities
1,854,073
11,970
2.59
1,749,739
12,332
2.83
Non-interest-bearing deposits
572,833
548,781
Other non-interest-bearing liabilities
22,207
24,453
Total non-interest-bearing liabilities
595,040
573,234
Total liabilities
2,449,113
2,322,973
Total equity
237,211
234,361
Total liabilities and equity
$ 2,686,324
$ 2,557,334
Less: Tax-equivalent adjustment (2)
(121 )
(114 )
Net interest and dividend income
$ 17,642
$ 14,470
Net interest rate spread (4)
2.10 %
1.66 %
Net interest rate spread, on a tax equivalent basis (5)
2.12 %
1.67 %
Net interest margin (6)
2.80 %
2.42 %
Net interest margin, on a tax equivalent basis (7)
2.82 %
2.44 %
Ratio of average interest-earning
assets to average interest-bearing liabilities
136.46 %
137.20
(1) Loans,
including nonaccrual loans, are net of deferred loan origination costs and unadvanced
funds.
(2) Loan
and securities income are presented on a tax-equivalent basis using a tax rate of 21%.
The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend
income to agree to the amount reported on the consolidated statements of net income.
(3) Short-term
investments include federal funds sold.
(4) Net
interest rate spread represents the difference between the weighted average yield on
interest-earning assets and the weighted average cost of interest-bearing liabilities.
(5) Net
interest rate spread, on a tax-equivalent basis, represents the difference between the
tax-equivalent weighted average yield on interest-earning assets and the tax-equivalent
weighted average cost of interest-bearing liabilities. See “Explanation of Use
of Non-GAAP Financial Measurements.”
(6) Net
interest margin represents net interest and dividend income as a percentage of average
interest-earning assets.
(7) Net
interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and
dividend income as a percentage of average interest-earning assets. See “Explanation
of Use of Non-GAAP Financial Measurements.”
(8) Annualized.
53
Rate/Volume Analysis .
The following table shows
how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected
our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with
respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest
income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.
The changes attributable
to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due
to rate.
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Increase (Decrease) Due to
Volume
Rate
Net
Interest-earning assets
(Dollars in thousands)
Loans (1)
$ 825
$ 1,056
$ 1,881
Securities (1)
127
320
447
Other investments - at cost
8
13
21
Short-term investments
537
(69 )
468
Total interest-earning assets
1,497
1,320
2,817
Interest-bearing liabilities
Interest-bearing checking accounts
65
106
171
Savings accounts
1
3
4
Money market accounts
309
361
670
Time deposits
450
(1,193 )
(743 )
Short-term borrowings and long-term debt
(477 )
13
(464 )
Total interest-bearing liabilities
348
(710 )
(362 )
Change in net interest and dividend income (1)
$ 1,149
$ 2,030
$ 3,179
(1) Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax
rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported
in the consolidated statements of net income. See “Explanation of Use of Non-GAAP Financial Measurements.”
Net interest income increased $3.2 million,
or 21.9%, to $17.6 million, for the three months ended June 30, 2025, from $14.5 million for the three months ended June 30, 2024.
The increase in net interest income was due to an increase in interest and dividend income of $2.8 million, or 10.5%, and a decrease
in interest expense of $362,000, or 2.9%. During the three months ended June 30, 2025, the Company recorded $425,000 in prepayment
penalties related to payoffs in the commercial portfolio. The increase in interest income was primarily due to a $129.4 million,
or 5.4%, increase in average interest-earning assets and a 20 basis point increase in the average yield on interest-earning assets,
from the three months ended June 30, 2024 to the three months ended June 30, 2025.
The net interest margin increased 38 basis
points from 2.42% for the three months ended June 30, 2024 to 2.80% for the three months ended June 30, 2025. The net interest
margin, on a tax-equivalent basis, was 2.82% for the three months ended June 30, 2025, compared to 2.44% for the three months ended
June 30, 2024. Excluding the prepayment penalties discussed above, the net interest margin increased 31 basis points from 2.42%,
for the three months ended June 30, 2024 to 2.73%, for the three months ended June 30, 2025. The increase in the net interest margin
was primarily due to an increase in the average yield on interest-earning assets and a decrease in the average cost of interest-bearing
liabilities.
The average yield on interest-earning assets,
without the impact of tax-equivalent adjustments, increased 20 basis points from 4.49% for the three months ended June 30, 2024
to 4.69%, for the three months ended June 30, 2025. The average loan yield, without the impact of tax-equivalent adjustments, increased
20 basis points from 4.85% for the three months ended June 30, 2024 to 5.05%, for the three months ended June 30, 2025. During
the three months ended June 30, 2025, average interest-earning assets increased $129.4 million, or 5.4% to $2.5 billion, primarily
due to an increase in average loans of $64.2 million, or 3.2%, an increase in average short-term investments, consisting of cash
and cash equivalents, of $44.3 million, or 309.1%, and an increase in average securities of $20.2 million, or 5.7%.
54
The average cost of total funds, including
non-interest bearing accounts and borrowings, decreased 18 basis points from 2.16% for the three months ended June 30, 2024 to
1.98% for the three months ended June 30, 2025. The average cost of core deposits, which the Company defines as all deposits except
time deposits, increased 14 basis points from 0.87% for the three months ended June 30, 2024 to 1.01% for the three months ended
June 30, 2025. The average cost of time deposits decreased 70 basis points from 4.39% for the three months ended June 30, 2024
to 3.69% for the three months ended June 30, 2025. The average cost of borrowings, including subordinated debt, increased four
basis points from 5.00% for the three months ended June 30, 2024 to 5.04%, for the three months ended June 30, 2025. Average demand
deposits, an interest-free source of funds, increased $24.1 million, or 4.4%, from $548.8 million, or 25.7% of total average deposits,
for the three months ended June 30, 2024, to $572.8 million, or 24.9% of total average deposits, for the three months ended June
30, 2025.
Reversal of Credit Losses.
The provision for credit losses is reviewed
by management based upon our evaluation of economic and business conditions affecting our key lending areas and other conditions,
such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions),
collateral values, loan volumes and concentrations, specific industry conditions using reasonable and supportable forecasts and
the impact that such conditions were believed to have had on the collectability of the loan portfolio.
During the three months ended June, 30,
2025, the Company recorded a reversal of credit losses of $615,000, compared to a reversal of credit losses of $294,000 during
the three months ended June 30, 2024. The reversal of credit losses recorded during the three months ended June 30, 2025 was a
result of a recovery in the amount of $624,000 on a previously charged-off commercial relationship acquired on October 21, 2016
from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full and the Company does not expect to charge-off
or recover any additional funds from the borrower. The provision for credit losses was determined by a number of factors: the continued
strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration
of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management
continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic
downturn, and believes it is appropriately reserved for the current economic environment.
The Company recorded net recoveries of
$585,000 for the three months ended June 30, 2025, as compared to net charge-offs of $10,000 for the three months ended June 30,
2024.
Although we believe that we have established
and maintained the allowance for credit losses at adequate levels, future adjustments may be necessary if economic, real estate
and other conditions differ substantially from the current operating environment.
Non-interest Income.
Non-interest income decreased $423,000,
or 11.0%, to $3.4 million for the three months ended June 30, 2025, from $3.8 million for the three months ended June 30, 2024.
During the three months ended June 30, 2025, service charges and fees on deposits increased $187,000, or 8.0%, income from BOLI
increased $14,000, or 2.8%, from $502,000 for the three months ended June 30, 2024 to $516,000 for the three months ended June
30, 2025.
During the three months ended June 30,
2025, the Company reported an unrealized gain on marketable equity securities of $25,000, compared to unrealized gain on marketable
equity securities of $4,000 during the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company
reported a gain of $243,000 on non-marketable equity investments, compared to a gain of $987,000 on non-marketable equity investments
during the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company reported $95,000 in other
income from loan-level swap fees on commercial loans and did not have comparable income during the three months ended June 30,
2024. During the three months ended June 30, 2025, the Company reported $4,000 in gains from mortgage banking activities and did
not have comparable income during the three months ended June 30, 2024.
55
Non-interest Expense.
For the three months ended June 30, 2025,
non-interest expense increased $1.3 million, or 9.4%, to $15.7 million from $14.3 million for the three months ended June 30, 2024.
The increase in non-interest expense was due to an increase in salaries and benefits of $930,000, or 11.8%, an increase in advertising
and marketing expense of $104,000, or 30.7%, an increase in data processing expense of $87,000, or 10.3%, an increase in software
related expense of $79,000, or 14.0%, an increase in FDIC insurance expense of $76,000, or 23.5%, an increase in occupancy expense
of $47,000, or 3.9%, an increase in professional fees of $42,000, or 7.2%, an increase in debit card and ATM processing fees of
$31,000, or 4.8%, an increase in furniture and equipment expense of $8,000, or 1.7%, and a decrease in other non-interest expense
of $62,000, or 4.4%.
For the three months ended June 30, 2025,
the efficiency ratio was 74.4%, compared to 78.2% for the three months ended June 30, 2024. For the three months ended June 30,
2025, the adjusted efficiency ratio, a non-GAAP financial measure, was 75.3% compared to 82.7% for the three months ended June
30, 2024. The decreases in the efficiency ratio and the adjusted efficiency ratio were driven by an increase in total revenues,
defined as the sum of net interest income and non-interest income, during the three months ended June 30, 2025, compared to the
three months ended June 30, 2024. See “Explanation of Use of Non-GAAP Financial Measurements” for the related efficiency
ratio calculation and a reconciliation of GAAP to non-GAAP financial measures.
Income Taxes.
Income tax expense for the three months
ended June 30, 2025 was $1.4 million, or an effective tax rate of 23.7%, compared to $771,000, or an effective tax rate of 18.0%,
for the three months ended June 30, 2024. The increase is due to higher projected pre-tax income for the twelve months ended December
31, 2025.
COMPARISON OF OPERATING RESULTS FOR
THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024
General.
For the six months ended June 30, 2025,
the Company reported net income of $6.9 million, or $0.34 per diluted share, compared to $6.5 million, or $0.31 per diluted share,
for the six months ended June 30, 2024. Return on average assets and return on average equity were 0.52% and 5.87% for the six
months ended June 30, 2025, respectively, compared to 0.51% and 5.53% for the six months ended June 30, 2024, respectively.
Net Interest and Dividend Income.
The following tables set forth the information
relating to our average balance and net interest income for the six months ended June 30, 2025 and 2024, and reflect the average
yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are
derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance
of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield
on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest
and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances
over the periods indicated. Interest income includes fees earned when the real estate loans are prepaid or refinanced. For analytical
purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which
facilitates comparison between taxable and tax-exempt assets.
56
Six Months Ended June 30,
2025
2024
Average
Average
Yield/
Average
Average
Yield/
Balance
Interest
Cost (8)
Balance
Interest
Cost (8)
(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans (1)(2)
$ 2,077,424
$ 51,440
4.99 %
$ 2,019,420
$ 48,805
4.86 %
Securities (2)
370,249
5,010
2.73
357,171
4,255
2.40
Other investments - at cost
14,941
360
4.86
13,411
284
4.26
Short-term investments (3)
67,282
1,481
4.44
11,857
286
4.85
Total interest-earning assets
2,529,896
58,291
4.65
2,401,859
53,630
4.49
Total non-interest-earning assets
156,489
155,555
Total assets
$ 2,686,385
$ 2,557,414
LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts
$ 153,212
674
0.89
$ 133,504
488
0.74
Savings accounts
186,196
95
0.10
185,907
90
0.10
Money market accounts
695,872
7,569
2.19
624,164
5,517
1.78
Time deposit accounts
696,618
13,475
3.90
638,970
13,533
4.26
Total interest-bearing deposits
1,731,898
21,813
2.54
1,582,545
19,628
2.49
Short-term borrowings and long-term debt
122,426
3,060
5.04
160,643
3,962
4.96
Interest-bearing liabilities
1,854,324
24,873
2.70
1,743,188
23,590
2.72
Non-interest-bearing deposits
571,245
553,246
Other non-interest-bearing liabilities
23,826
25,672
Total non-interest-bearing liabilities
595,071
578,918
Total liabilities
2,449,395
2,322,106
Total equity
236,990
235,308
Total liabilities and equity
$ 2,686,385
$ 2,557,414
Less: Tax-equivalent adjustment (2)
(242 )
(224 )
Net interest and dividend income
$ 33,176
$ 29,816
Net interest rate spread (4)
1.92 %
1.75 %
Net interest rate spread, on a tax equivalent basis (5)
1.95 %
1.77 %
Net interest margin (6)
2.64 %
2.50 %
Net interest margin, on a tax equivalent basis (7)
2.66 %
2.52 %
Ratio of average interest-earning assets to average interest-bearing liabilities
136.43 %
137.79 %
(1) Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.
(2) Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The
tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the
consolidated statements of net income.
(3) Short-term investments include federal funds sold.
(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning
assets and the weighted average cost of interest-bearing liabilities.
(5) Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent
weighted average yield on interest-earning assets and the tax-equivalent weighted average cost of interest-bearing liabilities.
See “Explanation of Use of Non-GAAP Financial Measurements.”
(6) Net interest margin represents net interest and dividend income as a percentage of average interest-earning
assets.
(7) Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend
income as a percentage of average interest-earning assets. See “Explanation of Use of Non-GAAP Financial Measurements.”
(8) Annualized.
57
Rate/Volume
Analysis .
The
following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided
in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied
by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and
(3) the net change.
The
changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume
and the changes due to rate.
Six Months Ended June 30, 2025 compared to
Six Months Ended June 30, 2024
Increase (Decrease) Due to
Volume
Rate
Net
Interest-earning assets
(Dollars in thousands)
Loans (1)
$ 1,330
$ 1,305
$ 2,635
Securities (1)
156
599
755
Other investments - at cost
32
44
76
Short-term investments
1,332
(137 )
1,195
Total interest-earning assets
2,850
1,811
4,661
Interest-bearing liabilities
Interest-bearing checking accounts
72
114
186
Savings accounts
—
5
5
Money market accounts
634
1,418
2,052
Time deposits
1,201
(1,259 )
(58 )
Short-term borrowings and long-term debt
(945 )
43
(902 )
Total interest-bearing liabilities
962
321
1,283
Change in net interest and dividend income
$ 1,888
$ 1,490
$ 3,378
(1) Securities, loan income and
change in net interest and dividend income are presented on a tax-equivalent basis using
a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net
interest income to agree to the amount reported in the consolidated statements of net
income. See “Explanation of Use of Non-GAAP Financial Measurements.”
During the
six months ended June 30, 2025, net interest income increased $3.4 million, or 11.3%, to $33.2 million, compared to $29.8 million
for the six months ended June 30, 2024. The increase in net interest income was due to an increase in interest income of $4.6
million, or 8.7%, partially offset by an increase in interest expense of $1.3 million, or 5.4%.
For the
six months ended June 30, 2025, the net interest margin increased 14 basis points from 2.50% for the six months ended June 30,
2024 to 2.64%. The net interest margin, on a tax-equivalent basis, was 2.66% for the six months ended June 30, 2025, compared
to 2.52% for the six months ended June 30, 2024. During the six months ended June 30, 2025 and the six months ended June 30, 2024,
the Company recorded $425,000 and $8,000, respectively, in prepayment penalties related to payoffs in the commercial portfolio.
Excluding the prepayment penalties, the net interest margin increased 11 basis points from 2.50% for the six months ended June
30, 2024 to 2.61% for the six months ended June 30, 2025.
The average
yield on interest-earning assets, without the impact of tax-equivalent adjustments, was 4.63% for the six months ended June 30,
2025, compared to 4.47% for the six months ended June 30, 2024. The average loan yield, without the impact of tax-equivalent adjustments,
was 4.97% for the six months ended June 30, 2025, compared to 4.84% for the six months ended June 30, 2024. During the six months
ended June 30, 2025, average interest-earning assets increased $128.0 million, or 5.3%, to $2.5 billion, from the same period
in 2024. The increase was primarily due to an increase in average loans of $58.0 million, or 2.9%, an increase in average short-term
investments, consisting of cash and cash equivalents, of $55.4 million, or 467.4%, and an increase in average securities of $13.1
million, or 3.7%.
58
The average
cost of total funds, including non-interest bearing accounts and borrowings, was 2.07% for each of the six months ended June 30,
2025 and June 30, 2024. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased
23 basis points to 1.05% for the six months ended June 30, 2025, from 0.82% for the six months ended June 30, 2024. The average
cost of time deposits decreased 36 basis points from 4.26% for the six months ended June 30, 2024 to 3.90% for the six months
ended June 30, 2025. The average cost of borrowings, including subordinated debt, increased eight basis points from 4.96% for
the six months ended June 30, 2024 to 5.04% for the six months ended June 30, 2025. Average demand deposits, an interest-free
source of funds, increased $18.0 million, or 3.3%, from $553.2 million, or 25.9% of total average deposits, for the six months
ended June 30, 2024 to $571.2 million, or 24.8% of total average deposits, for the six months ended June 30, 2025.
Reversal
of Credit Losses.
During the
six months ended June 30, 2025, the Company recorded a reversal of credit losses of $473,000, compared to a reversal of credit
losses of $844,000 during the six months ended June 30, 2024. The decrease was primarily due to changes in the loan mix as well
as economic environment and related adjustments to the quantitative components of the CECL methodology. The provision for credit
losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes
in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the
Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing
interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current
economic environment.
The Company
recorded net recoveries of $556,000 for the six months ended June 30, 2025, as compared to net recoveries of $57,000 for the six
months ended June 30, 2024. During the six months ended June 30, 2025, the Company recorded a recovery of $624,000 on a previously
charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship
has been paid in full and the Company does not expect to charge-off or recover any additional funds from the borrower.
Although
we believe that we have established and maintained the allowance for credit losses at adequate levels, future adjustments may
be necessary if economic, real estate and other conditions differ substantially from the current operating environment.
Non-interest
Income.
For the
six months ended June 30, 2025, non-interest income decreased $338,000, or 5.2%, from $6.5 million during the six months ended
June 30, 2024 to $6.2 million. During the same period, service charges and fees on deposits increased $252,000, or 5.5%, and income
from BOLI increased $34,000, or 3.6%. During the six months ended June 30, 2025, the Company reported a gain of $243,000 on non-marketable
equity investments, compared to a gain of $987,000 during the six months ended June 30, 2024. During the six months ended June
30, 2025, the Company reported $95,000 in other income from loan-level swap fees on commercial loans and did not have comparable
income during the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company reported unrealized gains
on marketable equity securities of $20,000, compared to unrealized gains on marketable equity securities of $12,000 during the
six months ended June 30, 2024. Gains and losses from the investment portfolio vary from quarter to quarter based on market conditions,
as well as the related yield curve and valuation changes. During the six months ended June 30, 2025, the Company reported $11,000
in gains from mortgage banking activities and did not have comparable gains or losses during the six months ended June 30, 2024.
In addition, during the six months ended June 30, 2024, the Company reported a loss on the disposal of premises and equipment
of $6,000 and did not have a comparable gain or loss during the six months ended June 30, 2025.
Non-interest
Expense.
For the
six months ended June 30, 2025, non-interest expense increased $1.7 million, or 6.0%, to $30.8 million, compared to $29.1 million
for the six months ended June 30, 2024. The increase in non-interest expense was primarily due to an increase in salaries and
employee benefits of $1.1 million, or 6.8%, due to an increase in deferred compensation expense to reflect updated performance
award estimates. Advertising expense increased $184,000, or 26.7%, data processing increased $107,000, or 6.3%, FDIC insurance
expense increased $97,000, or 13.2%, occupancy expense increased $96,000, or 3.7%, debit card and ATM processing fees increased
$56,000, or 4.7%, software related expenses increased $39,000, or 3.1%, professional fees increased $19,000, or 1.7%, furniture
and equipment expense increased $11,000, or 1.1%, and other non-interest expense increased $36,000, or 1.4%.
59
For the
six months ended June 30, 2025, the efficiency ratio was 78.4%, compared to 80.1% for the six months ended June 30, 2024. For
the six months ended June 30, 2025, the adjusted efficiency ratio, a non-GAAP financial measure, was 78.9%, compared to 82.4%
for the six months ended June 30, 2024. The decreases in the efficiency ratio and the adjusted efficiency ratio were driven by
higher revenues, defined as the sum of net interest income and non-interest income, during the six months ended June 30, 2025,
compared to the six months ended June 30, 2024. The adjusted efficiency ratio is a non-GAAP measure. See “Explanation of
Use of Non-GAAP Financial Measurements” for the related efficiency ratio calculation and a reconciliation of GAAP to non-GAAP
financial measures.
Income
Taxes.
Income tax
expense for the six months ended June 30, 2025 was $2.1 million, representing an effective tax rate of 23.2%, compared to $1.6
million, representing an effective tax rate of 19.8%, for six months ended June 30, 2024. The increase is due to higher projected
pre-tax income for the twelve months ended December 31, 2025.
Explanation
of Use of Non-GAAP Financial Measurements.
We believe
that it is common practice in the banking industry to present interest income and related yield information on tax-exempt loans
and securities on a tax-equivalent basis, as well as presenting tangible book value per share and adjusted efficiency ratio, and
that such information is useful to investors because it facilitates comparisons among financial institutions. However, the adjustment
of interest income and yields on tax-exempt loans and securities to a tax-equivalent amount, as well as the presentation of tangible
book value per share and adjusted efficiency ratio, may be considered to include financial information that is not in compliance
with GAAP. A reconciliation from GAAP to non-GAAP is provided below.
At June 30, 2025
At June 30, 2024
(Dollars in thousands, except per share data)
Book Value per Share (GAAP)
$ 11.68
$ 11.07
Non-GAAP adjustments:
Goodwill
(0.61 )
(0.58 )
Core deposit intangible
(0.06 )
(0.08 )
Tangible Book Value per Share (non-GAAP)
$ 11.01
$ 10.41
Three Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
(Dollars in thousands)
Loan income (no tax adjustment)
$ 26,214
$ 24,340
$ 51,198
$ 48,581
Tax-equivalent adjustment (1)
121
114
242
224
Loan income (tax-equivalent basis)
$ 26,335
$ 24,454
$ 51,440
$ 48,805
Net interest income (no tax adjustment)
$ 17,642
$ 14,470
$ 33,176
$ 29,816
Tax-equivalent adjustment (1)
121
114
242
224
Net interest income (tax-equivalent basis)
$ 17,763
$ 14,584
$ 33,418
$ 30,040
60
Three Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
(Dollars in thousands)
Net interest income (no tax adjustment)
$ 17,642
$ 14,470
$ 33,176
$ 29,816
Less:
Prepayment penalties and fees
425
8
425
8
Adjusted net interest income (non-GAAP)
$ 17,217
$ 14,462
$ 32,751
$ 29,808
Average interest-earning assets
$ 2,530,077
$ 2,400,633
$ 2,529,896
$ 2,401,859
Net interest margin (no tax adjustment)
2.80 %
2.42 %
2.64 %
2.50 %
Net interest margin (tax-equivalent)
2.82 %
2.44 %
2.66 %
2.52 %
Net interest margin, excluding prepayment penalties and fees (non-GAAP)
2.73 %
2.42 %
2.61 %
2.50 %
Efficiency Ratio:
Non-interest Expense (GAAP)
$ 15,656
$ 14,314
$ 30,840
$ 29,096
Net Interest Income (GAAP)
$ 17,642
$ 14,470
$ 33,176
$ 29,816
Non-interest Income (GAAP)
$ 3,411
$ 3,834
$ 6,170
$ 6,508
Non-GAAP adjustments:
Loss on disposal of premises and equipment, net
—
—
—
6
Unrealized gain on marketable equity securities
(25 )
(4 )
(20 )
(12 )
Gain on non-marketable equity investments
(243 )
(987 )
(243 )
(987 )
Non-interest Income for Adjusted Efficiency Ratio (non-GAAP)
$ 3,143
$ 2,843
$ 5,907
$ 5,515
Total Revenue for Adjusted Efficiency Ratio (non-GAAP)
$ 20,785
$ 17,313
$ 39,083
$ 35,331
Efficiency Ratio (GAAP)
74.36 %
78.20 %
78.38 %
80.10 %
Adjusted Efficiency Ratio (Non-interest Expense (GAAP)/Total Revenue for Adjusted Efficiency Ratio (non-GAAP))
75.32 %
82.68 %
78.91 %
82.35 %
(1) The tax equivalent adjustment is
based upon a 21% tax rate.
Liquidity
and Capital Resources.
The
term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases,
deposit withdrawals and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments
of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by our operations.
We also can borrow funds from the FHLB based on eligible collateral of loans and securities. Our material cash commitments include
funding loan originations, fulfilling contractual obligations with third-party service providers, maintaining operating leases
for certain of our Bank properties and satisfying repayment of our long-term debt obligations.
61
Primary
Sources of Liquidity
The
Company, on an ongoing basis, closely monitors the Company’s liquidity position for compliance with internal policies, and
believes that available sources of liquidity are adequate to meet funding needs in the normal course of business. As part of that
monitoring process, the Company stresses the potential liabilities calculation to ensure a strong liquidity position. Included
in the calculation are assumptions of some significant deposit run-off as well as funds needed for loan closing and investment
purchases. The Company does not anticipate engaging in any activities, either currently or over the long-term, for which adequate
funding would not be available and which would therefore result in significant pressure on liquidity. However, an economic recession
could negatively impact the Company’s liquidity. The Bank relies heavily on FHLB as a source of funds, particularly with
its overnight line of credit. In past economic recessions, some FHLB branches have suspended dividends, cut dividend payments,
and not bought back excess FHLB stock that members hold in an effort to conserve capital. FHLB has stated that it expects to be
able to continue to pay dividends, redeem excess capital stock, and provide competitively priced advances in the future.
At
June 30, 2025 and December 31, 2024, outstanding borrowings from the FHLB were $98.0 million. At June 30, 2025, we had $452.7
million in available borrowing capacity with the FHLB. We have the ability to increase our borrowing capacity with the FHLB by
pledging investment securities or additional loans.
The
Company has an available line of credit of $383.8 million with the FRB Discount Window at an interest rate determined and reset
on a daily basis. Borrowings from the FRB Discount Window are secured by certain eligible loan collateral and securities from
the Company’s investment portfolio not otherwise pledged. As of June 30, 2025 and December 31, 2024, there were no advances
outstanding under the FRB Discount Window.
In
addition, we have available lines of credit of $15.0 million and $10.0 million with other correspondent banks. Interest rates
on these lines are determined and reset on a daily basis by each respective bank. At June 30, 2025 and December 31, 2024, we did
not have an outstanding balance under either of these lines of credit. In addition, we may enter into reverse repurchase agreements
with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities
as collateral.
We
also have outstanding at any time, a significant number of commitments to extend credit and provide financial guarantees to third
parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because
many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates
of future cash flows. We are also obligated under agreements with the FHLB to repay borrowed funds and are obligated under leases
for certain of our branches and equipment.
Maturing
investment securities are a relatively predictable source of funds. However, deposit flows, calls of securities and prepayments
of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition
in the marketplace. These factors reduce the predictability of the timing of these sources of funds.
The
Company’s primary activities are the origination of commercial real estate loans, commercial and industrial loans and residential
real estate loans, as well as and the purchase of mortgage-backed and other investment securities. At June 30, 2025, the Company
had approximately $153.9 million in loan commitments and letters of credit to borrowers and approximately $357.8 million in available
home equity and other unadvanced lines of credit.
Deposit
inflows and outflows are affected by the level of interest rates, the products and interest rates offered by competitors and by
other factors. At June 30, 2025, time deposit accounts scheduled to mature within one year totaled $651.5 million. Based on the
Company’s deposit retention experience and current pricing strategy, we anticipate that a significant portion of these time
deposits will remain on deposit. We monitor our liquidity position frequently and anticipate that it will have sufficient funds
to meet our current funding commitments for the next 12 months and beyond.
Material
Cash Commitments
The
Company entered into a long-term contractual obligation with a vendor for use of its banking software system provider and ancillary
services beginning in 2016. Total remaining contractual obligations outstanding with this vendor as of June 30, 2025 were estimated
to be $6.1 million, with the total amount of $6.1 million expected to be paid within one year. Further, the Company has operating
leases for certain of its banking offices and ATMs. Our leases have remaining lease terms of less than one year to thirteen years,
some of which include options to extend the leases for additional five-year terms up to ten years. Undiscounted lease liabilities
totaled $8.3 million as of June 30, 2025. Principal payments expected to be made on our lease liabilities during the twelve months
ended June 30, 2026 were $1.4 million. The remaining lease liability payments totaled $6.9 million and are expected to be made
after June 30, 2026.
62
In
addition, the Company completed an offering of $20 million in aggregate principal amount of its 4.875% Notes to certain qualified
institutional buyers in a private placement transaction on April 20, 2021. Unless earlier redeemed, the Notes mature on May 1,
2031. At June 30, 2025, $19.8 million aggregate principal amount of the Notes was outstanding. The Notes will bear interest from
the initial issue date to, but excluding, May 1, 2026, or the earlier redemption date, at a fixed rate of 4.875% per annum, payable
quarterly in arrears on May 1, August 1, November 1 and February 1 of each year, beginning August 1, 2021, and from and including
May 1, 2026, but excluding the maturity date or earlier redemption date, equal to the benchmark rate, which is the 90-day average
secured overnight financing rate, plus 412 basis points, determined on the determination date of the applicable interest period,
payable quarterly in arrears on May 1, August 1, November 1 and February 1 of each year. The Company may also redeem the Notes,
in whole or in part, on or after May 1, 2026, and at any time upon the occurrence of certain events, subject in each case to the
approval of the Board of Governors of the Federal Reserve.
At
June 30, 2025, we exceeded each of the applicable regulatory capital requirements. As of June 30, 2025, the most recent notification
from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework
for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based,
Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are
no conditions or events since that notification that management believes would change our category.
Our actual
capital ratios of June 30, 2025 and December 31, 2024 are also presented in the following table.
Actual
Minimum For Capital
Adequacy Purpose
Minimum To Be Well
Capitalized Under Prompt
Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
June 30, 2025
Total Capital (to Risk Weighted Assets):
Consolidated
$ 285,856
14.42 %
$ 158,585
8.00 %
N/A
N/A
Bank
271,116
13.69
158,429
8.00
$ 198,037
10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated
245,857
12.40
118,938
6.00
N/A
N/A
Bank
250,888
12.67
118,822
6.00
158,429
8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated
245,857
12.40
89,204
4.50
N/A
N/A
Bank
250,888
12.67
89,116
4.50
128,724
6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated
245,857
9.10
108,041
4.00
N/A
N/A
Bank
250,888
9.29
107,988
4.00
134,986
5.00
63
Actual
Minimum For Capital
Adequacy Purpose
Minimum To Be Well
Capitalized Under Prompt
Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
December 31, 2024
Total Capital (to Risk Weighted Assets):
Consolidated
$ 285,545
14.38 %
$ 158,884
8.00 %
N/A
N/A
Bank
270,879
13.65
158,744
8.00
$ 198,430
10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated
245,663
12.37
119,163
6.00
N/A
N/A
Bank
250,748
12.64
119,058
6.00
158,744
8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated
245,663
12.37
89,372
4.50
N/A
N/A
Bank
250,748
12.64
89,293
4.50
128,979
6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated
245,663
9.14
107,461
4.00
N/A
N/A
Bank
250,748
9.34
107,390
4.00
134,237
5.00
We also
have outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third
parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because
many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates
of future cash flows.
OFF-BALANCE
SHEET ARRANGEMENTS.
The Company
does not have any off-balance sheet arrangements, other than noted above under Material Cash Commitments, that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM
3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have
been no material changes in our assessment of our sensitivity to market risk since our presentation in our 2024 Annual Report.
Please refer to Item 7A of the 2024 Annual Report for additional information.
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures.
Management,
including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report.
Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and
procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities
Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated
and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely discussion regarding required disclosure.
Changes
in Internal Control Over Financial Reporting.
There have
been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during
our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control
over financial reporting.
64
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
Except as
set forth in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2024, the Company was not involved in any
material pending legal proceedings as a plaintiff or as a defendant, other than routine legal proceedings occurring in the ordinary
course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered
by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.
ITEM
1A. RISK FACTORS.
For a summary
of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2024 Annual Report. There are
no additional material changes in the risk factors relevant to our operations since December 31, 2024.
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS.
The
following table sets forth information with respect to purchases made by us of our common stock during the three months ended
June 30, 2025.
Period
Total Number
of Shares
Purchased
Average
Price Paid
per Share
($)
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs
Maximum
Number of
Shares that May
Yet Be
Purchased
Under the
Program (1)(2)
April 1 - 30, 2025
43,291
9.29
43,291
222,318
May 1 – 31, 2025
222,318
9.49
222,318
—
June 1 - 30, 2025
25,000
9.37
25,000
975,000
Total
290,609
9.45
290,609
975,000
(1) On May
21, 2024, the Board authorized a stock repurchase plan (the “2024 Plan”)
under which the Company was authorized to repurchase up to 1,000,000 shares of its common
stock, or 4.6%, of its then-outstanding common stock, as of the date the 2024 Plan was
adopted. The 2024 Plan commenced upon the completion of the prior existing repurchase
plan on June 6, 2024. The Company completed the 2024 Plan on May 30, 2025.
(2) On April
22, 2025, the Board authorized a new stock repurchase plan (the “2025 Plan”),
under which the Company is authorized to repurchase up to 1,000,000 million shares of
its common stock, which is approximately 4.8% of the Company’s outstanding shares
of common stock as of the date the 2025 Plan was adopted.
There were no sales by us of
unregistered securities during the three months ended June 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 5.
OTHER INFORMATION.
During the
quarter ended June 30, 2025, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements
or non-Rule 10b5-1 trading arrangements.
65
ITEM 6. EXHIBITS.
Exhibit
Number
Exhibit
Description
3.2
Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on October 26, 2016).
3.3
Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on February 2, 2017).
4.1
Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).
10.1+
Western New England Bancorp, Inc. Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission on May 14, 2025).
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**
Financial
statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended June 30, 2025,
formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated
Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’
Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Pursuant
to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are
deemed not filed or part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are
not subject to liability under those sections.
+ Management contracts or
compensatory plans or arrangements.
66
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on August 8, 2025.
Western New England Bancorp, Inc.
By:
/s/ James C. Hagan
James C. Hagan
President and Chief
Executive Officer
By:
/s/
Guida R. Sajdak
Guida R. Sajdak
Executive Vice President
and Chief Financial Officer
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.