10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended June 30, 2020.

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

Commission file number:

0-15752

CENTURY BANCORP, INC.

(Exact name of registrant as specified in its charter)


COMMONWEALTH OF MASSACHUSETTS		04-2498617
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 MYSTIC AVENUE, MEDFORD, MA		02155
(Address of principal executive offices)		(Zip Code)

(781)

391-4000

(Registrant’s telephone number, including area code)

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


Title of class	Trading Symbol(s)	Name of exchange
Class A Common Stock, $1.00 par value	CNBKA	Nasdaq Global Market

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), (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, 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.

(Check one):

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

As of July 31, 2020, the Registrant had outstanding:


Class A Common Stock, $1.00 par value			3,655,469 Shares
Class B Common Stock, $1.00 par value			1,912,440 Shares

Century Bancorp, Inc.

Index


		Page Number
Part I	Financial Information Forward Looking Statements	3
Part I	Financial Information Forward Looking Statements	3

Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets: June 30, 2020 and December 31, 2019	4
		4
	Consolidated Statements of Income: Three Months and Six Months Ended June 30, 2020 and 2019	5
		5
	Consolidated Statements of Comprehensive Income: Three Months and Six Months Ended June 30, 2020 and 2019	6
		6
	Consolidated Statements of Changes in Stockholders’ Equity: Three Months Ended June 30, 2020 and 2019	7
		7
	Consolidated Statements of Changes in Stockholders’ Equity: Six Months Ended June 30, 2020 and 2019	8
		8
	Consolidated Statements of Cash Flows: Six Months Ended June 30, 2020 and 2019	9
		9
	Notes to Consolidated Financial Statements	10 - 32

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32 - 45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	46

Part II.	Other Information
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

Signatures		48

Exhibits	Ex-31.1
	Ex-31.2
	Ex-32.1
	Ex-32.2
	Ex-101 Instance Document
	Ex-101 Schema Document
	Ex-101 Calculation Linkbase Document
	Ex-101 Labels Linkbase Document
	Ex-101 Presentation Linkbase Document
	Ex-101 Definition Linkbase Document

Forward Looking Statements

Except for the historical information contained herein, this Quarterly Report on

Form 10-Q

may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, (i) the fact that the Company’s success is dependent to a significant extent upon general economic conditions in New England, (ii) the fact that the Company’s earnings depend to a great extent upon the level of net interest income (the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings) generated by the Bank and thus the Bank’s results of operations may be adversely affected by increases or decreases in interest rates, (iii) the fact that the banking business is highly competitive and the profitability of the Company depends upon the Bank’s ability to attract loans and deposits within its market area, where the Bank competes with a variety of traditional banking and other institutions such as credit unions and finance companies, and (iv) the fact that a significant portion of the Company’s loan portfolio is comprised of commercial loans, exposing the Company to the risks inherent in loans based upon analyses of credit risk, the value of underlying collateral, including real estate, and other more intangible factors, which are considered in making commercial loans. Accordingly, the Company’s profitability may be negatively impacted by errors in risk analyses, and by loan defaults, and the ability of certain borrowers to repay such loans may be adversely affected by any downturn in general economic conditions, (v) the fact that the Company’s business, financial condition and results of operation have been or may be negatively impacted by the extent and duration of the

COVID-19

pandemic. These factors, as well as general economic and market conditions, may materially and adversely affect the market price of shares of the Company’s common stock. Because of these and other factors, past financial performance should not be considered an indicator of future performance. The forward-looking statements contained herein represent the Company’s judgment as of the date of this

Form 10-Q,

and the Company cautions readers not to place undue reliance on such statements.

Page 3 of 48

PART I – Item 1

Century Bancorp, Inc.

Consolidated Balance Sheets (unaudited)

(In thousands, except share data)


Assets	June 30, 2020			December 31, 2019

Cash and due from banks	$	78,159		$	44,420
Federal funds sold and interest-bearing deposits in other banks		150,139			214,273

Total cash and cash equivalents		228,298			258,693

Securities available-for-sale, amortized cost $301,686 and $260,924, respectively		301,213			260,502

Securities held-to-maturity, fair value $2,511,229 and $2,361,304, respectively		2,427,422			2,351,120
Federal Home Loan Bank of Boston, stock at cost		13,371			19,471
Equity securities, amortized cost $1,635 and $1,635, respectively		1,669			1,688
Loans, net:
Construction and land development		6,513			8,992
Commercial and industrial		1,155,592			812,417
Municipal		153,017			120,455
Commercial real estate		764,886			786,102
Residential real estate		400,867			371,897
Consumer and overdrafts		19,857			21,893
Home equity		297,355			304,363

Total loans, net		2,798,087			2,426,119
Less: allowance for loan losses		32,516			29,585

Net loans		2,765,571			2,396,534
Bank premises and equipment		36,290			33,952
Accrued interest receivable		12,090			13,110
Goodwill		2,714			2,714
Other assets		158,356			154,640

Total assets	$	5,946,994		$	5,492,424

Liabilities

Deposits:
Demand deposits	$	985,491		$	712,842
Savings and NOW deposits		1,967,783			1,678,250
Money market accounts		1,548,198			1,453,572
Time deposits		610,496			555,447

Total deposits		5,111,968			4,400,111
Securities sold under agreements to repurchase		204,972			266,045
Other borrowed funds		152,485			370,955
Subordinated debentures		36,083			36,083
Due to broker		2,078			—
Other liabilities		87,206			86,649

Total liabilities		5,594,792			5,159,843
Stockholders’ Equity

Preferred Stock – $1.00 par value; 100,000 shares authorized; no shares issued and outstanding		—			—
Common stock, Class A, $1.00 par value per share; authorized 10,000,000 shares; issued 3,652,469 shares and 3,650,949 shares, respectively		3,653			3,651
Common stock, Class B, $1.00 par value per share; authorized 5,000,000 shares; issued 1,915,440 shares and 1,916,960 shares respectively		1,915			1,917
Additional paid-in capital		12,292			12,292
Retained earnings		357,595			338,980

		375,455			356,840
Unrealized losses on securities available-for-sale, net of taxes		(349	)		(308	)
Unrealized losses on securities transferred to held-to-maturity, net of taxes		(1,486	)		(1,812	)
Pension liability, net of taxes		(21,418	)		(22,139	)

Total accumulated other comprehensive loss, net of taxes		(23,253	)		(24,259	)

Total stockholders’ equity		352,202			332,581

Total liabilities and stockholders’ equity	$	5,946,994		$	5,492,424

See accompanying notes to unaudited consolidated interim financial statements.

Page 4 of 48

Century Bancorp, Inc.

Consolidated Statements of Income (unaudited)

(In thousands, except share data)


	Three months ended June 30,				Six months ended June 30,
	2020		2019		2020		2019

Interest income
Loans	$	19,848	$	21,680	$	42,047	$	42,989
Securities held-to-maturity		15,222		14,595		30,515		28,383
Securities available-for-sale		982		2,490		2,675		5,121
Federal funds sold and interest-bearing deposits in other banks		68		927		678		2,276

Total interest income		36,120		39,692		75,915		78,769


Interest expense
Savings and NOW deposits		2,118		5,877		5,843		11,342
Money market accounts		3,462		5,412		9,034		10,756
Time deposits		3,111		2,893		6,283		5,686
Securities sold under agreements to repurchase		309		490		935		875
Other borrowed funds and subordinated debentures		1,302		1,770		2,801		3,422

Total interest expense		10,302		16,442		24,896		32,081


Net interest income		25,818		23,250		51,019		46,688

Provision for loan losses		1,700		250		2,775		625


Net interest income after provision for loan losses		24,118		23,000		48,244		46,063

Other operating income
Service charges on deposit accounts		2,023		2,282		4,319		4,491
Lockbox fees		924		992		1,854		2,081
Net gains on sales of securities		—		7		—		7
Gains on sales of mortgage loans		—		139		—		154
Other income		1,094		1,577		2,178		2,691

Total other operating income		4,041		4,997		8,351		9,424

Operating expenses

Salaries and employee benefits		10,287		10,916		21,658		21,951
Occupancy		1,456		1,522		2,971		3,223
Equipment		962		795		1,799		1,578
FDIC assessments		310		349		310		722
Other		4,027		4,682		8,477		8,980

Total operating expenses		17,042		18,264		35,215		36,454

Income before income taxes		11,117		9,733		21,380		19,033

Provision for income taxes		1,061		267		1,658		149


Net income	$	10,056	$	9,466	$	19,722	$	18,884


Share data:

Weighted average number of shares outstanding, basic
Class A		3,652,469		3,620,449		3,652,409		3,615,389
Class B		1,915,440		1,947,460		1,915,500		1,952,520
Weighted average number of shares outstanding, diluted
Class A		5,567,909		5,567,909		5,567,909		5,567,909
Class B		1,915,440		1,947,460		1,915,500		1,952,520
Basic earnings per share:
Class A	$	2.18	$	2.06	$	4.28	$	4.11
Class B	$	1.09	$	1.03	$	2.14	$	2.06
Diluted earnings per share
Class A	$	1.81	$	1.70	$	3.54	$	3.39
Class B	$	1.09	$	1.03	$	2.14	$	2.06

See accompanying notes to unaudited consolidated interim financial statements.

Page 5 of 48

Century Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the Three Months Ended June 30, 2020 and 2019


	Class A Common Stock		Class B Common Stock			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	(In thousands)
Balance at March 31, 2019	$	3,610	$	1,958		$	12,292	$	310,356		$	(18,892	)	$	309,324
Net income		—		—			—		9,466			—			9,466
Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising during period, net of $92 in taxes and $7 in realized gains		—		—			—		—			232			232
Accretion of unrealized losses on securities transferred to held-to-maturity, net of $73 in taxes		—		—			—		—			203			203
Pension liability adjustment, net of $103 in taxes		—		—			—		—			264			264
Conversion of Class B Common Stock to Class A Common Stock, 10,120 shares		10		(10	)		—		—			—			—
Cash dividends paid, Class A common stock, $.12 per share		—		—			—		(435	)		—			(435	)
Cash dividends paid, Class B common stock, $.06 per share		—		—			—		(117	)		—			(117	)


Balance at June 30, 2019	$	3,620	$	1,948		$	12,292	$	319,270		$	(18,193	)	$	318,937


Balance at March 31, 2020	$	3,652	$	1,916		$	12,292	$	348,093		$	(25,266	)	$	340,687
Net income		—		—			—		10,056			—			10,056
Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising during period, net of $538 in taxes		—		—			—		—			1,490			1,490
Accretion of unrealized losses on securities transferred to held-to-maturity, net of $57 in taxes		—		—			—		—			162			162
Pension liability adjustment, net of $141 in taxes		—		—			—		—			361			361
Conversion of Class B Common Stock to Class A Common Stock, 120 shares		1		(1	)		—		—			—			—
Cash dividends paid, Class A common stock, $0.12 per share		—		—			—		(439	)		—			(439	)
Cash dividends paid, Class B common stock, $0.06 per share		—		—			—		(115	)		—			(115	)


Balance at June 30, 2020	$	3,653	$	1,915		$	12,292	$	357,595		$	(23,253	)	$	352,202

See accompanying notes to unaudited consolidated interim financial statements.

Page 7 of 48

Century Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the Six Months Ended June 30, 2020 and 2019


	Class A Common Stock		Class B Common Stock			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	(In thousands)
Balance at December 31, 2018	$	3,608	$	1,960		$	12,292	$	301,488		$	(18,909	)	$	300,439
Net income		—		—			—		18,884			—			18,884
Other comprehensive income, net of tax:															—
Unrealized holding (losses) gains arising during period, net of $75 in taxes and $7 in realized gains		—		—			—		—			(230	)		(230	)
Accretion of unrealized losses on securities transferred to held-to-maturity, net of $151 in taxes		—		—			—		—			419			419
Pension liability adjustment, net of $206 in taxes		—		—			—		—			527			527
Conversion of Class B Common Stock to Class A Common Stock, 12,120 shares		12		(12	)		—		—			—			—
Cash dividends paid, Class A common stock, $.24 per share		—		—			—		(867	)		—			(867	)
Cash dividends paid, Class B common stock, $.12 per share		—		—			—		(235	)		—			(235	)


Balance at June 30, 2019	$	3,620	$	1,948		$	12,292	$	319,270		$	(18,193	)	$	318,937


Balance at December 31, 2019	$	3,651	$	1,917		$	12,292	$	338,980		$	(24,259	)	$	332,581
Net income		—		—			—		19,722			—			19,722
Other comprehensive income, net of tax:															—
Unrealized holding (losses) gains arising during period, net of $10 in taxes		—		—			—		—			(41	)		(41	)
Accretion of unrealized losses on securities transferred to held-to-maturity, net of $115 in taxes		—		—			—		—			326			326
Pension liability adjustment, net of $281 in taxes		—		—			—		—			721			721
Conversion of Class B Common Stock to Class A Common Stock, 1,520 shares		2		(2	)		—		—			—			—
Cash dividends paid, Class A common stock, $0.24 per share		—		—			—		(877	)		—			(877	)
Cash dividends paid, Class B common stock, $0.12 per share		—		—			—		(230	)		—			(230	)


Balance at June 30, 2020	$	3,653	$	1,915		$	12,292	$	357,595		$	(23,253	)	$	352,202

See accompanying notes to unaudited consolidated interim financial statements.

Page 8 of 48

Century Bancorp, Inc.

Consolidated Statements of Cash Flows (unaudited)

For the Six Months Ended June 30, 2020 and 2019


	Six months ended June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	19,722		$	18,884
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of mortgage loans		—			(154	)
Net gains on sales of securities		—			(7	)
Net loss (gain) on equity securities		19			(85	)
Provision for loan losses		2,775			625
Deferred income taxes		(795	)		(351	)
Net depreciation and amortization		(1,029	)		(1,051	)
Decrease (increase) in accrued interest receivable		1,020			(249	)
Decrease in other assets		3,337			(1,192	)
Increase in other liabilities		850			138

Net cash provided by operating activities		25,899			16,558


CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from redemptions of Federal Home Loan Bank of Boston stock		10,701			5,558
Purchase of Federal Home Loan Bank of Boston stock		(4,601	)		(8,723	)
Proceeds from calls/maturities of securities available-for-sale		34,603			86,367
Proceeds from sales of securities available-for-sale		—			12,330
Purchase of securities available-for-sale		(73,093	)		(52,822	)
Proceeds from calls/maturities of securities held-to-maturity		319,328			196,131
Purchase of securities held-to-maturity		(392,637	)		(324,893	)
Proceeds from life insurance policies		—			5,124
Net increase in loans		(371,792	)		(35,787	)
Bank owned life insurance purchases		(6,000	)		—
Proceeds from sales of portfolio loans		—			8,871
Capital expenditures		(4,010	)		(2,896	)

Net cash used in investing activities		(487,501	)		(110,740	)


CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase (decrease) in time deposits		55,049			(70,631	)
Net increase (decrease) in demand, savings, money market and NOW deposits		656,808			(240,173	)
Cash dividends		(1,107	)		(1,102	)

Net (decrease) increase in securities sold under agreements to repurchase		(61,073	)		65,270
Net (decrease) increase in other borrowed funds		(218,470	)		249,041

Net cash provided by financing activities		431,207			2,405

Net decrease in cash and cash equivalents		(30,395	)		(91,777	)
Cash and cash equivalents at beginning of period		258,693			342,503

Cash and cash equivalents at end of period	$	228,298		$	250,726

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	25,153		$	31,947
Income taxes		750			(990	)
Change in unrealized gains (losses) on securities available-for-sale, net of taxes		(41	)		(230	)
Change in unrealized losses on securities transferred to held-to-maturity, net of taxes		326			419
Pension liability adjustment, net of taxes		721			527

See accompanying notes to unaudited consolidated interim financial statements.

Page 9 of 48

Century Bancorp, Inc.

Notes to Unaudited Consolidated Interim Financial Statements

Six Months Ended June 30, 2020 and 2019

Note 1. Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of Century Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Century Bank and Trust Company (the “Bank”). The consolidated financial statements also include the accounts of the Bank’s wholly owned subsidiaries, Century Subsidiary Investments, Inc. (“CSII”), Century Subsidiary Investments, Inc. II (“CSII II”), Century Subsidiary Investments, Inc. III (“CSII III”) and Century Financial Services Inc. (“CFSI”). CSII, CSII II, and CSII III are engaged in buying, selling and holding investment securities. CFSI has the power to engage in financial agency, securities brokerage, and investment and financial advisory services and related securities credit. The Company also owns 100% of Century Bancorp Capital Trust II (“CBCT II”). The entity is an unconsolidated subsidiary of the Company.

All significant intercompany accounts and transactions have been eliminated in consolidation. The Company provides a full range of banking services to individual, business and municipal customers in Massachusetts, New Hampshire, Rhode Island, Connecticut, and New York. As a bank holding company, the Company is subject to the regulation and supervision of the Federal Reserve Board. The Bank, a state chartered financial institution, is subject to supervision and regulation by applicable state and federal banking agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Commonwealth of Massachusetts Commissioner of Banks. The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy. All aspects of the Company’s business are highly competitive. The Company faces aggressive competition from other lending institutions and from numerous other providers of financial services. The Company has one reportable operating segment.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and general practices within the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The Company’s quarterly report on Form

10-Q

should be read in conjunction with the Company’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission and which provides a summary of the Company’s significant accounting principles. The interim results of consolidated operations are not necessarily indicative of the results for the entire year. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act allows certain companies to delay FASB ASU

2016-13,

Measurement of Credit Losses on Financial Instruments (CECL), including the current expected credit losses methodology for estimating allowances for credit losses. The Company has elected to delay FASB ASU

2016-13.

Material estimates that are susceptible to change in the near term relate to the allowance for loan losses. Management believes that the allowance for loan losses is adequate based on a review of factors, including historical

charge-off

rates with additional allocations based on qualitative risk factors for each category and general economic factors. While management uses available information to recognize loan losses, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. Certain risks and uncertainties remain in the allowance for loan losses as a result of the

COVID-19

pandemic that occurred during the first and second quarters of 2020. Future provision levels will be dependent upon the length of the economic disruption and the effectiveness of government programs to mitigate the economic impact. In addition, regulatory agencies periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Certain reclassifications are made to prior-year amounts whenever necessary to conform with the current-year presentation.

Page 10 of 48

Note 2. Securities

Available-for-Sale


	June 30, 2020								December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
SBA Backed Securities	$	48,639	$	—	$	268	$	48,371	$	54,331	$	23	$	143	$	54,211
U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities		200,341		359		572		200,128		184,580		139		532		184,187
Privately Issued Residential Mortgage-Backed Securities		367		—		17		350		397		1		2		396
Obligations Issued by States and Political Subdivisions		48,739		—		—		48,739		18,016		60		—		18,076
Other Debt Securities		3,600		34		9		3,625		3,600		51		19		3,632


Total	$	301,686	$	393	$	866	$	301,213	$	260,924	$	274	$	696	$	260,502

Included in SBA Backed Securities, and U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities are securities at fair value pledged to secure public deposits and repurchase agreements amounting to $218,000,000 and $186,245,000 at June 30, 2020 and December 31, 2019, respectively. Also included in securities

available-for-sale

are securities at fair value pledged for borrowing at the Federal Home Loan Bank of Boston amounting to $30,499,000 and $32,297,000 at June 30, 2020 and December 31, 2019, respectively. Also included in securities

available-for-sale

are securities at fair value pledged for borrowing at the Federal Reserve Bank discount window $9,697,000 and $0 at June 30, 2020 and December 31, 2019, respectively. There were no sales of

available-for-sale

securities for the six months ended June 30, 2020. The Company realized gross gains of $7,000 from the proceeds of $12,330,000 from the sales of

available-for-sale

securities for the six months ended June 30, 2019.

Debt securities of U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities primarily refer to debt securities of Fannie Mae and Freddie Mac.

The following table shows the maturity distribution of the Company’s securities

available-for-sale

at June 30, 2020.


	Amortized Cost		Fair Value
	(in thousands)

Within one year	$	52,541	$	52,515
After one but within five years		145,459		145,342
After five but within ten years		93,714		93,453
More than 10 years		9,972		9,903


Total	$	301,686	$	301,213

The weighted average remaining life of investment securities

available-for-sale

at June 30, 2020 was 4.5 years. The contractual maturities, which were used in the table above, of mortgage-backed securities, will differ from the actual maturities, due to the ability of the issuers to prepay underlying obligations. Also $249,704,000 of the securities are floating rate or adjustable rate and reprice prior to maturity.

As of June 30, 2020 and December 31, 2019, management concluded that the unrealized losses of its investment securities are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not that it will be required to sell these debt securities before the anticipated recovery of its remaining amortized cost. In making its other-than-temporary impairment evaluation, the Company considered that the principal and interest on these securities are from issuers that are investment grade.

The unrealized loss on SBA Backed Securities, U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities related primarily to interest rates and not credit quality, and because the Company has the ability and intent to hold these investments until recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2020 or December 31, 2019.

In evaluating the underlying credit quality of a security, management considers several factors such as the credit rating of the obligor and the issuer, if applicable. Internal reviews of issuer financial statements are performed as deemed necessary. In the case of privately

Page 11 of 48

issued mortgage-backed securities, the performance of the underlying loans is analyzed as deemed necessary to determine the estimated future cash flows of the securities. Factors considered include the level of subordination, current and estimated future default rates, current and estimated prepayment rates, estimated loss severity rates, geographic concentrations and origination dates of underlying loans.

The following table shows the temporarily impaired securities of the Company’s

available-for-sale

portfolio at June 30, 2020. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for less than 12 months and a continuous loss position for 12 months or longer. There are 30 and 29 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 138 holdings at June 30, 2020.


	June 30, 2020
	Less than 12 months				12 months or longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
SBA Backed Securities	$	28,000	$	96	$	20,371	$	172	$	48,371	$	268
U.S. Government Agency and Sponsored Enterprise Mortgage- Backed Securities		59,948		274		65,270		298		125,218		572
Privately Issued Residential Mortgage-Backed Securities		350		17		—		—		350		17
Obligations Issued by States and Political Subdivisions		—		—		—		—		—		—
Other Debt Securities		100		1		1,190		8		1,290		9

Total temporarily impaired securities	$	88,398	$	388	$	86,831	$	478	$	175,229	$	866

The following table shows the temporarily impaired securities of the Company’s

available-for-sale

portfolio at December 31, 2019. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for less than 12 months and a continuous loss position for 12 months or longer. There are 45 and 18 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 122 holdings at December 31, 2019.


	December 31, 2019
	Less than 12 months				12 months or longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
SBA Backed Securities	$	14,560	$	30	$	22,092	$	113	$	36,652	$	143
U.S. Government Agency and Sponsored Enterprise Mortgage- Backed Securities		108,806		379		29,178		153		137,984		532
Privately Issued Residential Mortgage-Backed Securities		252		2		—		—		252		2
Obligations Issued by States and Political Subdivisions		—		—		—		—		—		—
Other Debt Securities		800		1		481		18		1,281		19

Total temporarily impaired securities	$	124,418	$	412	$	51,751	$	284	$	176,169	$	696

Note 3. Investment Securities

Held-to-Maturity


	June 30, 2020								December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in thousands)
U.S. Government Sponsored Enterprises	$	181,158	$	870	$	—	$	182,028	$	98,867	$	527	$	96	$	99,298
SBA Backed Securities		40,796		2,110		—		42,906		44,379		182		303		44,258
U.S. Government Sponsored Enterprises Mortgage-Backed Securities		2,205,468		81,202		375		2,286,295		2,207,874		20,720		10,846		2,217,748

Total	$	2,427,422	$	84,182	$	375	$	2,511,229	$	2,351,120	$	21,429	$	11,245	$	2,361,304

Page 12 of 48

Included in total investment securities

held-to-maturity

are securities pledged to secure public deposits and repurchase agreements at fair value amounting to $2,067,628,000 and $1,776,399,000 at June 30, 2020 and December 31, 2019, respectively. Also included are securities pledged for borrowing at the Federal Home Loan Bank of Boston at fair value amounting to $386,531,000 and $399,646,000 at June 30, 2020 and December 31, 2019, respectively. Also included in securities

available-for-sale

are securities at fair value pledged for borrowing at the Federal Reserve Bank discount window $177,662,000 and $0 at June 30, 2020 and December 31, 2019, respectively. There were no sales of

held-to-maturity

securities for the six months ended June 30, 2020 and June 30, 2019, respectively.

At June 30, 2020 and December 31, 2019, all mortgage-backed securities are obligations of U.S. Government Sponsored Enterprises. Debt securities of U.S. Government Sponsored Enterprises and U.S. Government Sponsored Enterprises Mortgage-Backed Securities primarily refer to debt securities of Fannie Mae and Freddie Mac.

The following table shows the maturity distribution of the Company’s securities

held-to-maturity

at June 30, 2020.


	Amortized Cost		Fair Value
	(in thousands)
Within one year	$	154,030	$	156,097
After one but within five years		1,869,471		1,937,424
After five but within ten years		400,901		414,263
More than ten years		3,020		3,445

Total	$	2,427,422	$	2,511,229

The weighted average remaining life of investment securities

held-to-maturity

at June 30, 2020 was 3.4 years. Included in the weighted average remaining life calculation at June 30, 2020 were $135,700,000 of U.S. Government Sponsored Enterprises obligations that are callable at the discretion of the issuer. The contractual maturities, which were used in the table above, of mortgage-backed securities, will differ from the actual maturities, due to the ability of the issuers to prepay underlying obligations. Also $98,000 of the securities are floating rate or adjustable rate and reprice prior to maturity.

As of June 30, 2020 and December 31, 2019, management concluded that the unrealized losses of its investment securities are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not that it will be required to sell these debt securities before the anticipated recovery of their remaining amortized costs. In making its other-than-temporary impairment evaluation, the Company considered the fact that the principal and interest on these securities are from issuers that are investment grade.

The unrealized loss on U.S. Government Sponsored Enterprises, SBA Backed Securities, and U.S. Government Sponsored Enterprises Mortgage-Backed Securities related primarily to interest rates and not credit quality, and because the Company does not intend to sell any of these securities and it is not more likely than not that it will be required to sell these securities before the anticipated recovery of the remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2020 or December 31, 2019.

The following table shows the temporarily impaired securities of the Company’s

held-to-maturity

portfolio June 30, 2020. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months or longer. There are 16 and 4 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 566 holdings at June 30, 2020.


	June 30, 2020
	Less Than 12 Months				12 Months or Longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
SBA Backed Securities	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities		111,172		319		6,819		56		117,991		375

Total temporarily impaired securities	$	111,172	$	319	$	6,819	$	56	$	117,991	$	375

Page 13 of 48

The following table shows the temporarily impaired securities of the Company’s

held-to-maturity

portfolio at December 31, 2019. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for less than 12 months and a continuous loss position for 12 months or longer. There are 114 and 103 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 531 holdings at December 31, 2019.


	December 31, 2019
	Less Than 12 Months				12 Months or Longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Government Sponsored Enterprises		24,420		72		9,976		24		34,396		96
SBA Backed Securities		25,251		303		—		—		25,251		303
U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities		613,905		3,949		389,919		6,897		1,003,824		10,846


Total temporarily impaired securities	$	663,576	$	4,324	$	399,895	$	6,921	$	1,063,471	$	11,245

Note 4. Allowance for Loan Losses

The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial condition of borrowers, the value of collateral securing loans and other relevant factors.

The following table summarizes the changes in the Company’s allowance for loan losses for the periods indicated.


	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	(in thousands)						(in thousands)
Allowance for loan losses, beginning of period	$	30,804		$	28,848		$	29,585		$	28,543
Loans charged off		(17	)		(75	)		(79	)		(218	)
Recoveries on loans previously charged-off		29			47			235			120

Net recoveries (charge-offs)		12			(28	)		156			(98	)
Provision charged to expense		1,700			250			2,775			625

Allowance for loan losses, end of period	$	32,516		$	29,070		$	32,516		$	29,070

Page 14 of 48

Further information pertaining to the allowance for loan losses for the three months ending June 30, 2020 is as follows:


	Construction and Land Development		Commercial and Industrial			Municipal			Commercial Real Estate		Residential Real Estate		Consumer			Home Equity		Unallocated			Total
	(in thousands)
Allowance for loan losses:
Balance at March 31, 2020	$	246	$	12,428		$	2,889		$	11,121	$	2,449	$	296		$	1,137	$	238		$	30,804
Charge-offs		—		(6	)		—			—		—		(11	)		—		—			(17	)
Recoveries		—		6			—			—		—		23			—		—			29
Provision		43		693			(21	)		182		645		(19	)		328		(151	)		1,700

Ending balance at June 30, 2020	$	289	$	13,121		$	2,868		$	11,303	$	3,094	$	289		$	1,465	$	87		$	32,516

Amount of allowance for loan losses for loans deemed to be impaired	$	—	$	15		$	—		$	80	$	—	$	—		$	—	$	—		$	95

Amount of allowance for loan losses for loans not deemed to be impaired	$	289	$	13,106		$	2,868		$	11,223	$	3,094	$	289		$	1,465	$	87		$	32,421

Loans:

Ending balance	$	6,513	$	1,155,592		$	153,017		$	764,886	$	400,867	$	19,857		$	297,355	$	—		$	2,798,087


Loans deemed to be impaired	$	—	$	180		$	—		$	2,716	$	235	$	—		$	—	$	—		$	3,131


Loans not deemed to be impaired	$	6,513	$	1,155,412		$	153,017		$	762,170	$	400,632	$	19,857		$	297,355	$	—		$	2,794,956

Further information pertaining to the allowance for loan losses for the six months ending June 30, 2020 is as follows:


	Construction and Land Development			Commercial and Industrial			Municipal		Commercial Real Estate			Residential Real Estate		Consumer			Home Equity		Unallocated		Total
	(in thousands)
Allowance for loan losses:
Balance at December 31, 2019	$	331		$	11,596		$	2,566	$	11,464		$	2,194	$	312		$	1,065	$	57	$	29,585
Charge-offs		—			(11	)		—		—			—		(68	)		—		—		(79	)
Recoveries		—			170			—		—			—		60			5		—		235
Provision		(42	)		1,366			302		(161	)		900		(15	)		395		30		2,775

Ending balance at June 30, 2020	$	289		$	13,121		$	2,868	$	11,303		$	3,094	$	289		$	1,465	$	87	$	32,516

Amount of allowance for loan losses for loans deemed to be impaired	$	—		$	15		$	—	$	80		$	—	$	—		$	—	$	—	$	95

Amount of allowance for loan losses for loans not deemed to be impaired	$	289		$	13,106		$	2,868	$	11,223		$	3,094	$	289		$	1,465	$	87	$	32,421


Loans:

Ending balance	$	6,513		$	1,155,592		$	153,017	$	764,886		$	400,867	$	19,857		$	297,355	$	—	$	2,798,087


Loans deemed to be impaired	$	—		$	180		$	—	$	2,716		$	235	$	—		$	—	$	—	$	3,131


Loans not deemed to be impaired	$	6,513		$	1,155,412		$	153,017	$	762,170		$	400,632	$	19,857		$	297,355	$	—	$	2,794,956

The allocations for the provision for loan losses increased for the three and six months ended June 30, 2020, primarily as a result of the economic uncertainties associated with the novel coronavirus disease (COVID–19) pandemic and increased loan balances. As of June 30, 2020, the Company’s U.S. Small Business Administration (SBA) Payroll Protection Program (PPP) loans totaled approximately 1,270 loans for approximately $230 million. These types of loans are categorized as commercial and industrial and are 100% guaranteed by the SBA and require no allowance for loan losses.

Page 15 of 48

Further information pertaining to the allowance for loan losses for the three months ending June 30, 2019 is as follows:


	Construction and Land Development		Commercial and Industrial			Municipal			Commercial Real Estate		Residential Real Estate		Consumer			Home Equity		Unallocated			Total
	(in thousands)
Allowance for loan losses:
Balance at March 31, 2019	$	1,011	$	11,156		$	1,998		$	10,767	$	2,135	$	342		$	1,101	$	338		$	28,848
Charge-offs		—		(8	)		—			—		—		(67	)		—		—			(75	)
Recoveries		—		7			—			—		—		40			—		—			47
Provision		41		183			(166	)		81		75		65			19		(48	)		250

Ending balance at June 30, 2019	$	1,052	$	11,338		$	1,832		$	10,848	$	2,210	$	380		$	1,120	$	290		$	29,070

Amount of allowance for loan losses for loans deemed to be impaired	$	—	$	248		$	—		$	85	$	—	$	—		$	—	$	—		$	333

Amount of allowance for loan losses for loans not deemed to be impaired	$	1,052	$	11,090		$	1,832		$	10,763	$	2,210	$	380		$	1,120	$	290		$	28,737


Loans:

Ending balance	$	13,751	$	764,492		$	95,682		$	758,242	$	346,585	$	22,609		$	311,210	$	—		$	2,312,571


Loans deemed to be impaired	$	—	$	548		$	—		$	3,365	$	—	$	—		$	—	$	—		$	3,913


Loans not deemed to be impaired	$	13,751	$	763,944		$	95,682		$	754,877	$	346,585	$	22,609		$	311,210	$	—		$	2,308,658

Further information pertaining to the allowance for loan losses for the six months ending June 30, 2019 is as follows:


	Construction and Land Development			Commercial and Industrial			Municipal			Commercial Real Estate		Residential Real Estate		Consumer			Home Equity		Unallocated		Total
	(in thousands)
Allowance for loan losses:
Balance at December 31, 2018	$	1,092		$	10,998		$	1,838		$	10,663	$	2,190	$	365		$	1,111	$	286	$	28,543
Charge-offs		—			(51	)		—			—		—		(167	)		—		—		(218	)
Recoveries		—			25			—			—		—		95			—		—		120
Provision		(40	)		366			(6	)		185		20		87			9		4		625

Ending balance at June 30, 2019	$	1,052		$	11,338		$	1,832		$	10,848	$	2,210	$	380		$	1,120	$	290	$	29,070

Amount of allowance for loan losses for loans deemed to be impaired	$	—		$	248		$	—		$	85	$	—	$	—		$	—	$	—	$	333

Amount of allowance for loan losses for loans not deemed to be impaired	$	1,052		$	11,090		$	1,832		$	10,763	$	2,210	$	380		$	1,120	$	290	$	28,737


Loans:

Ending balance	$	13,751		$	764,492		$	95,682		$	758,242	$	346,585	$	22,609		$	311,210	$	—	$	2,312,571


Loans deemed to be impaired	$	—		$	548		$	—		$	3,365	$	—	$	—		$	—	$	—	$	3,913


Loans not deemed to be impaired	$	13,751		$	763,944		$	95,682		$	754,877	$	346,585	$	22,609		$	311,210	$	—	$	2,308,658

Page 16 of 48

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

Loans rated

1-3

(Pass):

Loans in this category are considered “pass” rated loans with low to average risk.

Loans rated 4 (Monitor):

These loans represent classified loans that management is closely monitoring for credit quality. These loans have had or may have minor credit quality deterioration as of June 30, 2020 and December 31, 2019.

Loans rated 5 (Substandard):

Substandard loans represent classified loans that management is closely monitoring for credit quality. These loans have had more significant credit quality deterioration as of June 30, 2020 and December 31, 2019.

Loans rated 6 (Doubtful):

Doubtful loans represent classified loans that management is closely monitoring for credit quality. These loans had more significant credit quality deterioration as of June 30, 2020 and December 31, 2019 and full collectability is doubtful.

Impaired:

Impaired loans represent classified loans that management is closely monitoring for credit quality. A loan is classified as impaired when it is probable that the Company will be unable to collect all amounts due.

The following table presents the Company’s loans by risk rating at June 30, 2020.


	Construction and Land Development		Commercial and Industrial		Municipal		Commercial Real Estate
	(in thousands)
Grade:
1-3 (Pass)	$	6,513	$	1,151,462	$	153,017	$	738,181
4 (Monitor)		—		3,950		—		23,989
5 (Substandard)		—		—		—		—
6 (Doubtful)		—		—		—		—
Impaired		—		180		—		2,716

Total	$	6,513	$	1,155,592	$	153,017	$	764,886

The following table presents the Company’s loans by risk rating at December 31, 2019.


	Construction and Land Development		Commercial and Industrial		Municipal		Commercial Real Estate
	(in thousands)
Grade:
1-3 (Pass)	$	8,992	$	807,486	$	120,455	$	759,402
4 (Monitor)		—		4,025		—		24,354
5 (Substandard)		—		—		—		—
6 (Doubtful)		—		—		—		—
Impaired		—		906		—		2,346

Total	$	8,992	$	812,417	$	120,455	$	786,102

Page 17 of 48

Credit ratings issued by national organizations were utilized as credit quality indicators as presented in the following table at June 30, 2020 and are included within the total loan portfolio.


	Commercial and Industrial		Municipal		Commercial Real Estate		Total
	(in thousands)
Credit Rating:

Aaa – Aa3	$	619,107	$	86,385	$	38,628	$	744,120
A1 – A3		185,303		7,229		146,162		338,694
Baa1 – Baa3		—		51,133		141,897		193,030
Ba2		—		5,470		—		5,470


Total	$	804,410	$	150,217	$	326,687	$	1,281,314

Credit ratings issued by national organizations were utilized as credit quality indicators as presented in the following table at December 31, 2019.


	Commercial and Industrial		Municipal		Commercial Real Estate		Total
	(in thousands)
Credit Rating:
Aaa – Aa3	$	523,644	$	53,273	$	40,437	$	617,354
A1 – A3		186,044		7,354		148,346		341,744
Baa1 – Baa3		—		51,133		144,711		195,844
Ba2		—		5,895		—		5,895


Total	$	709,688	$	117,655	$	333,494	$	1,160,837

The Company utilized payment performance as credit quality indicators for the loan types listed below. The indicators are depicted in the table “aging of past due loans,” below.

Further information pertaining to the allowance for loan losses at June 30, 2020 follows:


	Accruing 30-89 Days Past Due		Non Accrual		Accruing Greater than 90 Days		Total Past Due		Current Loans		Total
	(in thousands)
Construction and land development	$	—	$	—	$	—	$	—	$	6,513	$	6,513
Commercial and industrial		454		33		—		487		1,155,105		1,155,592
Municipal		—		—		—		—		153,017		153,017
Commercial real estate		1,337		613		—		1,950		762,936		764,886
Residential real estate		1,064		512		—		1,576		399,291		400,867
Consumer and overdrafts		10		16		—		26		19,831		19,857
Home equity		1,307		364		—		1,671		295,684		297,355


Total	$	4,172	$	1,538	$	—	$	5,710	$	2,792,377	$	2,798,087

Page 18 of 48

Further information pertaining to the allowance for loan losses at December 31, 2019 follows:


	Accruing 30-89 Days Past Due		Non Accrual		Accruing Greater than 90 Days		Total Past Due		Current Loans		Total
	(in thousands)
Construction and land development	$	—	$	—	$	—	$	—	$	8,992	$	8,992
Commercial and industrial		227		400		—		627		811,790		812,417
Municipal		—		—		—		—		120,455		120,455
Commercial real estate		840		492		—		1,332		784,770		786,102
Residential real estate		1,563		683		—		2,246		369,651		371,897
Consumer and overdrafts		18		4		—		22		21,871		21,893
Home equity		603		435		—		1,038		303,325		304,363


Total	$	3,251	$	2,014	$	—	$	5,265	$	2,420,854	$	2,426,119

Impaired loans

A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Company measures impairment based on a loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. Loans are

charged-off

when management believes that the collectability of the loan’s principal is not probable. The specific factors that management considers in making the determination that the collectability of the loan’s principal is not probable include: the delinquency status of the loan, the fair value of the collateral, if secured, and the financial strength of the borrower and/or guarantors. For collateral dependent loans, the amount of the recorded investment in a loan that exceeds the fair value of the collateral is

charged-off

against the allowance for loan losses in lieu of an allocation of a specific allowance amount when such an amount has been identified definitively as uncollectible. The Company’s policy for recognizing interest income on impaired loans is contained within Note 1 of the consolidated financial statements contained in the Company’s Annual Report for the fiscal year ended December 31, 2019.

Page 19 of 48

The following is information pertaining to impaired loans for June 30, 2020:


	Carrying Value		Unpaid Principal Balance		Required Reserve		Average Carrying Value for 3 Months Ending 6/30/20		Interest Income Recognized for 3 Months Ending 6/30/20		Average Carrying Value for 6 Months Ending 6/30/20		Interest Income Recognized for 6 Months Ending 6/30/20
	(in thousands)
With no required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		77		97		—		213		1		380		2
Municipal		—		—		—		—		—		—		—
Commercial real estate		612		645		—		346		—		266		—
Residential real estate		235		235		—		118		—		67		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	924	$	977	$	—	$	677	$	1	$	713	$	2


With required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		103		103		15		78		1		94		2
Municipal		—		—		—		—		—		—		—
Commercial real estate		2,104		2,227		80		2,147		22		2,161		44
Residential real estate		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	2,207	$	2,330	$	95	$	2,225	$	23	$	2,255	$	46


Total:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		180		200		15		291		2		474		4
Municipal		—		—		—		—		—		—		—
Commercial real estate		2,716		2,872		80		2,493		22		2,427		44
Residential real estate		235		235		—		118		—		67		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	3,131	$	3,307	$	95	$	2,902	$	24	$	2,968	$	48

Page 20 of 48

The following is information pertaining to impaired loans for June 30, 2019:


	Carrying Value		Unpaid Principal Balance		Required Reserve		Average Carrying Value for 3 Months Ending 6/30/19		Interest Income Recognized for 3 Months Ending 6/30/19		Average Carrying Value for 6 Months Ending 6/30/19		Interest Income Recognized for 6 Months Ending 6/30/19
	(in thousands)
With no required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		78		283		—		83		1		84		2
Municipal		—		—		—		—		—		—		—
Commercial real estate		1,441		1,585		—		812		5		545		11
Residential real estate		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	1,519	$	1,868	$	—	$	895	$	6	$	629	$	13


With required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		470		470		248		349		3		317		6
Municipal		—		—		—		—		—		—		—
Commercial real estate		1,924		1,924		85		2,213		17		2,409		34
Residential real estate		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	2,394	$	2,394	$	333	$	2,562	$	20	$	2,726	$	40

Total:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		548		753		248		432		4		401		8
Municipal		—		—		—		—		—		—		—
Commercial real estate		3,365		3,509		85		3,025		22		2,954		45
Residential real estate		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—


Total	$	3,913	$	4,262	$	333	$	3,457	$	26	$	3,355	$	53

Troubled debt restructurings (“TDR”) are identified as modifications in which a concession was granted to a customer who was having financial difficulties. This concession may be below market rate, longer amortization/term, or a lower payment amount. The present value calculation of the modification did not result in an increase in the allowance for these loans beyond any previously established allocations.

There was no TDR that occurred during the

six-month

period ended June 30, 2020. Also, there were no commitments to lend additional funds to troubled debt restructuring borrowers. There were no troubled debt restructurings that subsequently defaulted during the first six months of 2020.

Under Section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for

COVID-19

modifications. The Company can then suspend the requirements under GAAP for loan modifications related to

COVID-19

that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of

COVID-19

as being a TDR, including the requirement to determine impairment for accounting purposes.

Page 21 of 48

As of June 30, 2020, and as a result of

COVID-19

loan modifications, the Company has modifications of 149 loans aggregating $93,889,000, primarily consisting of the deferral of principal and/or the extension of the maturity date. Of these modifications, $93,889,000, or 100%, were performing in accordance with their modified terms.

There was no troubled debt restructuring that occurred during the

six-month

period ended June 30, 2019. Also, there were no commitments to lend additional funds to troubled debt restructuring borrowers. There were no troubled debt restructurings that subsequently defaulted during the first six months of 2019.

Note 5. Reclassifications Out of Accumulated Other Comprehensive Income (a)

Amount Reclassified from Accumulated Other Comprehensive Income


Details about Accumulated Other Comprehensive Income Components	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Affected Line Item in the Statement where Net Income is Presented
	(in thousands)
Unrealized gains and losses on available-for-sale securities	$	—		$	7		Net gains on sales of investments
Tax (expense) or benefit		—			(2	)	Provision for income taxes

Net of tax	$	—		$	5		Net income


Accretion of unrealized losses transferred	$	(219	)	$	(276	)	Interest on securities held-to-maturity
Tax (expense) or benefit		57			73		Provision for income taxes

Net of tax	$	(162	)	$	(203	)	Net income


Amortization of defined benefit pension items
Prior-service costs	$	(29	) (b)	$	(29	) (b)	Salaries and employee benefits
Actuarial gains (losses)		(473	) (b)		(338	) (b)	Salaries and employee benefits

Total before tax		(502	)		(367	)	Income before taxes

Tax (expense) or benefit		141			103		Provision for income taxes

Net of tax	$	(361	)	$	(264	)	Net income

Details about Accumulated Other Comprehensive Income Components	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019			Affected Line Item in the Statement where Net Income is Presented
	(in thousands)
Unrealized gains and losses on available-for-sale securities	$	—		$	7		Net gains on sales of investments
Tax (expense) or benefit		—			(2	)	Provision for income taxes

Net of tax	$	—		$	5		Net income


Accretion of unrealized losses transferred	$	(441	)	$	(570	)	Interest on securities held-to-maturity
Tax (expense) or benefit		115			151		Provision for income taxes

Net of tax	$	(326	)	$	(419	)	Net income


Amortization of defined benefit pension items
Prior-service costs	$	(58	) (b)	$	(58	) (b)	Salaries and employee benefits
Actuarial gains (losses)		(944	) (b)		(675	) (b)	Salaries and employee benefits

Total before tax		(1,002	)		(733	)	Income before taxes

Tax (expense) or benefit		281			206		Provision for income taxes

Net of tax	$	(721	)	$	(527	)	Net income

(a)	Amount in parentheses indicates reductions to net income.

(b)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Employee Benefits footnote (Note 7) for additional details).

Page 22 of 48

Note 6. Earnings per Share (“EPS”)

Class A and Class B shares participate equally in undistributed earnings. Under the Company’s Articles of Organization, the holders of Class A Common Stock are entitled to receive dividends per share equal to at least 200% of dividends paid, if any, from time to time, on each share of Class B Common Stock.

Diluted EPS includes the dilutive effect of common stock equivalents and assumes the conversion of all Class B common stock; basic EPS excludes all common stock equivalents. The Company had no common stock equivalents outstanding for the periods ended June 30, 2020 and 2019.

The following table is a reconciliation of basic EPS and diluted EPS.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands except share and per share data)	2020		2019		2020		2019
Basic EPS Computation:
Numerator:
Net income, Class A	$	7,967	$	7,460	$	15,618	$	14,867
Net income, Class B		2,089		2,006		4,104		4,017
Denominator:
Weighted average shares outstanding, Class A		3,652,469		3,620,449		3,652,409		3,615,389
Weighted average shares outstanding, Class B		1,915,440		1,947,460		1,915,500		1,952,520
Basic EPS, Class A	$	2.18	$	2.06	$	4.28	$	4.11
Basic EPS, Class B		1.09		1.03		2.14		2.06


Diluted EPS Computation:
Numerator:
Net income, Class A	$	7,967	$	7,460	$	15,618	$	14,867
Net income, Class B		2,089		2,006		4,104		4,017

Total net income, for diluted EPS, Class A computation		10,056		9,466		19,722		18,884
Denominator:
Weighted average shares outstanding, basic, Class A		3,652,469		3,620,449		3,652,409		3,615,389
Weighted average shares outstanding, Class B		1,915,440		1,947,460		1,915,500		1,952,520

Weighted average shares outstanding diluted, Class A		5,567,909		5,567,909		5,567,909		5,567,909
Weighted average shares outstanding, Class B		1,915,440		1,947,460		1,915,500		1,952,520
Diluted EPS, Class A	$	1.81	$	1.70	$	3.54	$	3.39
Diluted EPS, Class B		1.09		1.03		2.14		2.06

Note 7. Employee Benefits

The Company provides pension benefits to its employees under a noncontributory, defined benefit plan which is funded on a current basis in compliance with the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) and recognizes costs over the estimated employee service period.

The Company also has a Supplemental Executive Insurance/Retirement Plan (the “Supplemental Plan”) which is limited to certain officers and employees of the Company. The Supplemental Plan is accrued on a current basis and recognizes costs over the estimated employee service period.

Executive officers of the Company and its subsidiaries who have at least one year of service may participate in the Supplemental Plan. The Supplemental Plan is voluntary, and participants are required to contribute to its cost. Life insurance policies, which are owned by the Company, are purchased covering the lives of each participant.

Page 23 of 48

Components of Net Periodic Benefit Cost for the Three Months Ended June 30,


	Pension Benefits						Supplemental Insurance/ Retirement Plan
	2020			2019			2020		2019
	(in thousands)
Service cost	$	344		$	276		$	353	$	256
Interest		450			473			466		482
Expected return on plan assets		(952	)		(819	)		—		—
Recognized prior service cost (benefit)		—			—			29		28
Recognized net actuarial losses		261			229			212		109

Net periodic benefit (credit) cost	$	103		$	159		$	1,060	$	875

Components of Net Periodic Benefit Cost for the Six Months Ended June 30,


	Pension Benefits						Supplemental Insurance/ Retirement Plan
	2020			2019			2020		2019
	(in thousands)
Service cost	$	688		$	552		$	706	$	512
Interest		900			946			932		964
Expected return on plan assets		(1,904	)		(1,638	)		—		—
Recognized prior service cost (benefit)		—			—			58		56
Recognized net actuarial losses		522			458			422		218

Net periodic benefit (credit) cost	$	206		$	318		$	2,118	$	1,750

Approximately $930,000 and $1,004,000

of costs other than service costs, from the table above, are included in other expenses with the remaining cost included in salaries and employee benefits, for the six months ended June 30, 2020 and 2019, respectively.

Contributions

The Company does not intend to contribute to the Defined Benefit Pension Plan in 2020.

Note 8. Fair Value Measurements

The Company follows FASB ASC

820-10,

Fair Value Measurements and Disclosures and ASU

2016-1,

“Financial Instruments-Overall”

(Subtopic 825-10)

Recognition and Measurement of Financial Assets and Financial Liabilities

, which among other things, requires enhanced disclosures about assets and liabilities carried at fair value. ASC

820-10

establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels of the hierarchy are as follows:

Level I – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of financial instruments included in Level I are highly liquid cash instruments with quoted prices such as

G-7

government, agency securities, listed equities and money market securities, as well as listed derivative instruments.

Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Instruments which are generally included in this category are corporate bonds and loans, mortgage whole loans, municipal bonds, and OTC derivatives.

Page 24 of 48

Level III – Instruments that have little to no pricing observability as of the reported date. These financial instruments do not have

two-way

markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Instruments that are included in this category generally include municipal securities with no observable fair value with an average life of one year or less. The securities are carried at cost which approximates fair value. A periodic review of underlying financial statements and credit ratings is performed to assess the appropriateness of these valuations.

The results of the fair value hierarchy as of June 30, 2020, are as follows:

Financial Instruments Measured at Fair Value on a Recurring Basis:


	Securities AFS Fair Value Measurements Using
	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
	(in thousands)
SBA Backed Securities	$	48,371	$	—	$	48,371	$	—
U.S. Government Agency and Sponsored Mortgage-Backed Securities		200,128		—		200,128		—
Privately Issued Residential Mortgage - Backed Securities		350		—		350		—
Obligations Issued by States and Political Subdivisions		48,739		—		—		48,739
Other Debt Securities		3,625		—		3,625		—


Total	$	301,213	$	—	$	252,474	$	48,739


Equity Securities	$	1,669	$	296	$	1,373	$	—

Financial Instruments Measured at Fair Value on a Non-recurring Basis:

Impaired Loans	$	860	$	—	$	—	$	860

Impaired loan balances represent those collateral dependent loans where management has estimated the credit loss by comparing the loan’s carrying value against the expected realizable fair value of the collateral. Fair value is generally determined through a review process that includes independent appraisals, discounted cash flows, or other external assessments of the underlying collateral, which generally include various Level 3 inputs which are not observable. The Company discounts the fair values, as appropriate, based on management’s observations of the local real estate market for loans in this category.

Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. All impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis, appraisal of collateral or other type of real estate tax assessment. The types of adjustments that are made to specific provisions related to impaired loans recognized for the three and

six-month

periods ended June 30, 2020 amounted to $0 and ($9,000), respectively.

There were no transfers between level 1, 2 and 3 for the six months ended June 30, 2020. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the six months ended June 30, 2020.

Page 25 of 48

The following table presents

additional

information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands). Management continues to monitor the assumptions used to value the assets listed below.


Asset	Fair Value		Valuation Technique	Unobservable Input	Unobservable Input Value or Range

Securities AFS	$	48,739	Discounted cash flow	Discount rate	0%-1% (3)

Impaired Loans	$	860	Appraisal of collateral (1 )	Appraisal adjustments (2)	0%

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses.

(3)	Weighted averages.

The changes in Level 3 securities for the

six-month

period ended June 30, 2020 are shown in the table below:


	Obligations Issued by States & Political Subdivisions

Balance at December 31, 2019	$	13,301
Purchases		44,324
Maturities and calls		(8,879	)
Amortization		(7	)


Balance at June 30, 2020	$	48,739

The amortized cost of Level 3 securities was $48,739,000 at June 30, 2020 with an unrealized loss of $0. The securities in this category are generally municipal securities with no readily determinable fair value. Management evaluated the fair value of these securities based on an evaluation of the underlying issuer, prevailing rates and market liquidity.

The fair value of impaired loans decreased by $269,000, for the first six months of 2020, mainly attributable to one loan that was paid down. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the

six-month

period ended June 30, 2020.

The changes in Level 3 securities for the

six-month

period ended June 30, 2019, are shown in the table below:


	Obligations Issued by States & Political Subdivisions

Balance at December 31, 2018	$	88,728
Purchases		10,007
Maturities and calls		(61,488	)
Amortization		(20	)
Changes in fair value		—


Balance at June 30, 2019	$	37,227

The amortized cost of Level 3 securities was $37,227,000 at June 30, 2019 with an unrealized loss of $0. The securities in this category are generally municipal securities with no readily determinable fair value. Management evaluated the fair value of these securities based on an evaluation of the underlying issuer, prevailing rates and market liquidity. The fair value of other real estate owned was reduced by $125,000 for the first six months of 2019. The fair value of impaired loans increased by $1,142,000, for the first six months of 2019, mainly attributable to two loans added to impaired loans. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the six month period ended June 30, 2019.

Page 26 of 48

The results of the fair value hierarchy as of December 31, 2019, are as follows:

Financial Instruments Measured at Fair Value on a Recurring Basis:


	Securities AFS Fair Value Measurements Using
	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
	(in thousands)
SBA Backed Securities	$	54,211	$	—	$	54,211	$	—
U.S. Government Agency and Sponsored Mortgage-Backed Securities		184,187		—		184,187		—
Privately Issued Residential Mortgage - Backed Securities		396		—		396		—
Obligations Issued by States and Political Subdivisions		18,076		—		4,775		13,301
Other Debt Securities		3,632				3,632		—


Total	$	260,502	$	—	$	247,201	$	13,301


Financial Instruments Measured at Fair Value on a Recurring Basis Equity Securities	$	1,688	$	343	$	1,345	$	—

Financial Instruments Measured at Fair Value on a Non-recurring Basis Impaired Loans	$	877	$	—	$	—	$	877

Impaired loan balances in the table above represent those collateral dependent loans where management has estimated the credit loss by comparing the loan’s carrying value against the expected realizable fair value of the collateral. Fair value is generally determined through a review process that includes independent appraisals, discounted cash flows, or other external assessments of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. The Company discounts the fair values, as appropriate, based on management’s observations of the local real estate market for loans in this category.

Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. Within the past twelve months there have been no updated appraisals, however, all impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis or other type of real estate tax assessment. The types of adjustments that are made to specific provisions relate to impaired loans recognized for 2019 for the estimated credit loss amounted to $79,000.

There were no transfers between level 1, 2 and 3 for the year ended December 31, 2019. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the year ended December 31, 2019.

The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands). Management continues to monitor the assumptions used to value the assets listed below.


Asset	Fair Value		Valuation Technique	Unobservable Input	Unobservable Input Value or Range
Securities AFS	$	13,301	Discounted cash flow	Discount rate	1.5%-3.2% (3)
Impaired Loans	$	877	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-30% discount

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses.

(3)	Weighted averages.

Page 27 of 48

Note 9. Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating fair values of its financial instruments. Excluded from this disclosure are all

non-financial

instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.

Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position based on the fair value information of financial instruments presented below.

Securities

Held-to-Maturity

The fair values of these securities were based on quoted market prices, where available, as provided by third-party investment portfolio pricing vendors. If quoted market prices were not available, fair values provided by the vendors were based on quoted market prices of comparable instruments in active markets and/or based on a matrix pricing methodology which employs The Bond Market Association’s standard calculations for cash flow and price/yield analysis, live benchmark bond pricing and terms/condition data available from major pricing sources. Management regards the inputs and methods used by third party pricing vendors to be “Level 2 inputs and methods” as defined in the “fair value hierarchy” provided by FASB.

Loans

The fair value of loans is estimated using the exit price notion consistent with Topic 820, Fair Value Measurement. Fair value is determined based on a discounted cash flow analysis. The discounted cash flow analysis was based on the contractual maturity of the loan and market indications of rates, prepayment speeds, defaults and credit risk. For certain

non-performing

assets, fair value of the underlying collateral is determined based on the estimated values of individual receipts.

Time Deposits

The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

Other Borrowed Funds

The fair value of other borrowed funds is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently offered for other borrowed funds of similar remaining maturities.

Page 28 of 48

Subordinated Debentures

The fair value of subordinated debentures is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently offered for other subordinated debentures of similar remaining maturities.

The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of June 30, 2020 and December 31, 2019. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, short-term investments, FHLBB stock and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include

non-maturity

deposits, short-term borrowings and accrued interest payable.


June 30, 2020	Carrying Amount		Estimated Fair Value		Fair Value Measurements Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
	(in thousands)
Financial assets:
Securities held-to-maturity	$	2,427,422	$	2,511,229	$	—	$	2,511,229	$	—
Loans (1)		2,765,571		2,704,842		—		—		2,704,842
Financial liabilities:
Time deposits		610,496		618,932		—		618,932		—
Other borrowed funds		152,485		160,599		—		160,599		—
Subordinated debentures		36,083		36,083		—		36,083		—

December 31, 2019
Financial assets:
Securities held-to-maturity	$	2,351,120	$	2,361,304	$	—	$	2,361,304	$	—
Loans (1)		2,396,534		2,424,770		—		—		2,424,770
Financial liabilities:
Time deposits		555,447		560,746		—		560,746		—
Other borrowed funds		370,955		374,531		—		374,531		—
Subordinated debentures		36,083		36,083		—		36,083		—

(1)	Comprised of loans (including collateral dependent impaired loans), net of deferred loan costs and the allowance for loan losses.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the type of financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no active market exists for some of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, cash flows, current economic conditions, risk characteristics and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions and changes in the loan, debt and interest rate markets could significantly affect the estimates. Further, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered.

Note 10. Revenue from Contracts with Customers

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

The Company’s performance obligations are typically satisfied as services are rendered, and our contracts do not include multiple performance obligations. Payment is generally collected at the time services are rendered, or monthly. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.

The Company pays sales commissions to its employees in accordance with certain incentive plans. The Company expenses sales commissions when incurred if we do not expect to recover these costs from the terms of the contract with the customer. Sales commissions are included in compensation expense.

Page 29 of 48

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

Waivers and reversals are recorded as a reduction of revenue either when the revenue is recognized by the Company or at the time the waiver or reversal is earned by the customer.

Nature of goods and services

The vast majority of the Company’s revenue is specifically

out-of-scope

of Topic 606. For the revenue

in-scope,

the following is a description of principal activities, separated by the timing of revenue recognition, from which the Company generates its revenue from contracts with customers.

Revenue earned at a point in time – Examples of revenue earned at a point in time are ATM transaction fees, wire transfer fees, NSF fees, credit and debit card interchange fees and foreign exchange transaction fees. Revenue is generally derived from transactional information accumulated by our systems and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction. The Company is the principal in each of these contracts, with the exception of credit and debit card interchange fees, in which case we are acting as the agent and record revenue net of expenses paid to the principal.

Revenue earned over time – The Company earns revenue from contracts with customers in a variety of ways in which the revenue is earned over a period of time – generally monthly or quarterly. Examples of this type of revenue are deposit account service fees, lockbox fees, investment management fees, merchant referral services, and safe deposit box fees. Account service charges, management fees and referral fees are recognized on a monthly basis while any transaction based income is recorded as the activity occurs. Revenue is primarily based on the number and type of transactions or assets managed and is generally derived from transactional information accumulated by our systems. Revenue is recorded in the same period as the related transactions occur or services are rendered to the customer.

Disaggregation of revenue

The following table presents total revenues as presented in the Consolidated Statements of Income and the related amounts which are from contracts with customers within the scope of Topic 606. As illustrated here, the vast majority of our revenues are specifically excluded from the scope of Topic 606.


	Six Months Ended 6/30/2020		Revenue from Contracts in Scope of Topic 606		Six Months Ended 6/30/2019		Revenue from Contracts in Scope of Topic 606
	(dollars in thousands)
Total net interest income	$	51,019	$	—	$	46,688	$	—

Noninterest income:
Service charges on deposit accounts		4,319		4,319		4,491		4,491
Lockbox fees		1,854		1,854		2,081		2,081
Net gains on sales of securities		—		—		7		—
Gains on sales of mortgage loans		—		—		154		—

Other income		2,178		1,158		2,691		1,610


Total noninterest income		8,351		7,331		9,424		8,182


Total revenues	$	59,370	$	7,331	$	56,112	$	8,182

Page 30 of 48


	Three Months Ended 6/30/2020		Revenue from Contracts in Scope of Topic 606		Three Months Ended 6/30/2019		Revenue from Contracts in Scope of Topic 606
	(dollars in thousands)
Total interest income	$	25,818	$	—	$	23,250	$	—

Noninterest income:
Service charges on deposit accounts		2,023		2,023		2,282		2,282
Lockbox fees		924		924		992		992
Net gains on sales of securities		—		—		7		—
Gains on sales of mortgage loans		—		—		139		—

Other income		1,094		559		1,577		810


Total noninterest income		4,041		3,506		4,997		4,084


Total revenues	$	29,859	$	3,506	$	28,247	$	4,084

The following table provides information about receivables with customers.


	June 30, 2020		December 31, 2019
(dollars in thousands)
Receivables, which are included in “Other assets”	$	1,280	$	1,200

Note 11. Leases

The Company has operating leases primarily for branch locations as well as data processing centers. The Company’s operating leases have remaining lease terms of 1 year to 32 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. The Company also has one sublease for part of a data processing center that the Company currently leases from a lessor. The sublease expires in 2022 with an option to terminate and no option to extend. Lease income, for the sublease, totaled approximately $9,900 for the six months ended June 30, 2020. Variable lease costs include costs that are not included in the lease liability.

The components of lease expense were as follows:


	Three Months Ended 6/30/2020		Six Months Ended 6/30/2020		Three Months Ended 6/30/2019		Six Months Ended 6/30/2019
(in thousands)
Operating lease cost	$	546	$	1,092	$	563	$	1,126
Variable lease cost		173		307		136		284

Total lease cost	$	719	$	1,399	$	699	$	1,410

Supplemental cash flow information related to leases was as follows:


	Three Months Ended 6/30/2020		Six Months Ended 6/30/2020		Three Months Ended 6/30/2019		Six Months Ended 6/30/2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	529	$	1,057	$	539	$	1,077

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	434	$	875	$	442	$	885

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Supplemental balance sheet information related to leases was as follows:


	6/30/2020			12/31/2019
(in thousands, except lease term and discount rate)
Operating Leases:

Operating lease right-of-use assets	$	13,205		$	12,521

Operating lease liabilities	$	13,399		$	12,690

Weighted Average Remaining Lease Term:
Operating Leases		10 Years			11 Years

Weighted Average Discount Rate:
Operating Leases		3.3	%		3.5	%

A summary of future minimum rental payments under such leases as the dates indicated follows:


	Minimum Rental Payments
	June 30, 2020			December 31, 2019
	(in thousands)
Year Ending December 31,
2020	$	926		$	2,030
2021		2,073			1,754
2022		1,921			1,603
2023		1,865			1,545
2024		1,611			1,277
Thereafter		7,305			7,312


Total lease payments	$	15,701		$	15,521


Less imputed interest		(2,302	)		(2,831	)


Present value of lease liability	$	13,399		$	12,690

June 30, 2020 minimum rental payments represent six months of rental payments remaining in calendar year 2020.

Item

Management

’

s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts state-chartered bank holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary (the “Bank”): Century Bank and Trust Company formed in 1969. At June 30, 2020, the Company had total assets of $5.9 billion. Currently, the Company operates 27 banking offices in 20 cities and towns in Massachusetts, ranging from Braintree in the south to Andover in the north. The Bank’s customers consist primarily of small and

medium-sized

businesses and retail customers in these communities and surrounding areas, as well as local governments and large healthcare and higher educational institutions primarily throughout Massachusetts, New Hampshire, Rhode Island, Connecticut and New York.

The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings. The results of operations are also affected by the level of income and fees from loans, deposits, as well as operating expenses, the provision for loan losses, the impact of federal and state income taxes and the relative levels of interest rates and economic activity. The Company offers a wide range of services to commercial enterprises, state and local governments and agencies,

non-profit

organizations and individuals. It emphasizes service to small and medium sized businesses and retail customers in its market area. In recent years, the Company has increased business to larger institutions, specifically, healthcare and higher education. The Company makes commercial loans, real estate and construction loans and consumer loans, and accepts savings, time, and demand deposits. In addition, the Company offers its corporate and institutional customers

Page 32 of 48

automated lock box collection services, cash management services and account reconciliation services, and actively promotes the marketing of these services to the municipal market. Also, the Company provides full-service securities brokerage services through a program called Investment Services at Century Bank, which is supported by LPL Financial, a third party full-service securities brokerage business.

The Company has municipal cash management client engagements in Massachusetts, New Hampshire and Rhode Island comprising of approximately 302 government entities.

During the first and second quarters of 2020, the

COVID-19

pandemic caused economic turmoil for individuals and businesses throughout the country and, in particular, our market area. Many businesses were required to fully or partially shut down. Many businesses laid off and/or furloughed employees as a result. Unemployment has increased significantly, and GDP declined significantly. This may cause loan defaults in the future as customers are unable to make their contractual loan payments. The Company has increased its provision for loan losses in response to this increased risk. Future provision levels will be dependent upon the length of the economic disruption and the effectiveness of government programs to mitigate the economic impact of the shutdowns. The Company’s revenue has been and will continue to be negatively impacted as transaction fees has declined due to decreased volume.

In response to the pandemic, on March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act, among other things, provides cash payments to certain individuals and has various programs for businesses. In particular, it includes the Payroll Protection Program (PPP) which provides forgivable loans to qualified small businesses, primarily to allow these businesses to continue to pay their employees. The original amount allocated to the program was $349 billion, which was exhausted on April 16, 2020. On April 24, 2020, an additional allocation of $310 billion was signed into law. These loans are funded by participating banks and are 100% guaranteed by the U.S. Small Business Administration (SBA). If utilized primarily for payroll, subject to certain other conditions, the loans may be forgiven, in whole or in part, and repaid by the SBA. As of June 30, 2020, Century Bank’s PPP loans totaled approximately 1,270 loans for approximately $230 million. The fees collected, from the SBA, amount to approximately $7.9 million. The fees are being amortized over the lives of the loans utilizing the level-yield method.

The Company is considered an essential business based on criteria set by the Governor of the Commonwealth of Massachusetts. However, the Company has been and may continue to be affected by a work stoppage, forced quarantine, or other interruption or the unavailability of key employees.

Net income for the six months ended June 30, 2020, was $19,722,000 or $3.54 per Class A share diluted, an increase of 4.4% compared to net income of $18,884,000, or $3.39 per Class A share diluted, for the same period a year ago.

Earnings per share (EPS) for each class of stock and time period is as follows:


	Three Months Ended June 30,
	2020		2019
Basic EPS – Class A common	$	2.18	$	2.06
Basic EPS – Class B common	$	1.09	$	1.03
Diluted EPS – Class A common	$	1.81	$	1.70
Diluted EPS – Class B common	$	1.09	$	1.03

	Six Months Ended June 30,
	2020		2019
Basic EPS – Class A common	$	4.28	$	4.11
Basic EPS – Class B common	$	2.14	$	2.06
Diluted EPS – Class A common	$	3.5 4	$	3.39
Diluted EPS – Class B common	$	2.14	$	2.06

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Net interest income totaled $51,019,000 for the six months ended June 30, 2020 compared to $46,688,000 for the same period in 2019. The 9.3% increase in net interest income for the period is primarily due to a decrease in interest expense as a result of falling interest rates. Prepayment penalties collected amounted to approximately $874,000 for the first six months of 2020 compared to $13,000 for the same period last year. The net interest margin decreased from 2.09% on a fully

tax-equivalent

The average balances of earning assets increased for the first six months of 2020 compared to the same period last year, by $456,916,000 or 9.2%, combined with an average yield decrease of 0.42%, resulting in a decrease in interest income of $2,854,000. The average balance of interest-bearing liabilities increased for the first six months of 2020 compared to the same period last year, by $373,148,000 or 9.3%, combined with an average interest-bearing liabilities interest cost decrease of 0.47%, resulting in a decrease in interest expense of $7,185,000.

The trends in the net interest margin are illustrated in the graph below:

The margin remained relatively stable for the first three quarters of 2018. During the fourth quarter of 2018 and first and second quarters of 2019, the Company increased its average interest-bearing deposits and average earning assets. This increased net interest income but decreased the net interest margin. During the third quarter of 2019, the net interest margin increased mainly as a result of deposit rate decreases. These deposits increased net interest income and the net interest margin. During the fourth quarter of 2019, the net interest margin increased mainly as a result of prepayment penalties collected. Prepayment penalties collected amounted to $1.4 million and contributed approximately eleven basis points to the net interest margin for the fourth quarter of 2019. The net interest margin decreased during the first quarter of 2020 mainly as a result of decreases in rates on earning assets. This was partially offset by prepayment penalties collected of $874,000 and contributed approximately seven basis points to the net interest margin. The net interest margin decreased during the second quarter of 2020 primarily the result of increased margin pressure during the recent decrease in interest rates across the yield curve. While management will continue its efforts to improve the net interest margin, there can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will positively impact the net interest margin.

The provision for loan losses increased by $2,150,000 from $625,000 for the six months ended June 30, 2019 to $2,775,000 for the same period in 2020, primarily as a result of the economic uncertainties associated with the novel coronavirus disease (COVID–19) pandemic and increased loan balances. Refer to the allowance for loan loss section of the management discussion and analysis for additional discussion.

Non-performing

assets totaled $1,538,000 at June 30, 2020, compared to $2,014,000 at December 31, 2019.

The Company’s effective tax rate increased from 0.8% for the six months ended June 30, 2019 to 7.8% for the same period in 2020. This was primarily as a result of an increase in taxable income relative to total income and a reduction in tax accruals, during 2019, related to sequestration of the refundable portion of our alternative minimum tax (AMT) credit carryforward. On January 14, 2019, the IRS updated its announcement “Effect of Sequestration on the Alternative Minimum Tax Credit for Corporations” to clarify that refundable AMT credits under Section 53(e) of the Internal Revenue Code are not subject to sequestration for taxable years beginning after December 31, 2017. On March 27, 2020, the Coronavirus, Aid, Relief and Economic Security (CARES) Act was signed into law. As a result of the CARES Act, the full balance of the AMT credit will be utilized in 2020.

During the third quarter of 2019, the Company purchased the existing Brookline branch location that the Company was leasing. Also, during the third quarter of 2019, the Company purchased a future branch location in Salem, New Hampshire. The Company plans to open this branch during the first quarter of 2021. During the second quarter of 2020, the Company executed a lease for a future branch location in Needham, Massachusetts. The Company plans to open this branch during the first quarter of 2021.

Page 34 of 48

Recent Market Developments

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the

“D-F

Act”) became law. The

D-F

Act was intended to address many issues arising in the recent financial crisis and is exceedingly broad in scope, affecting many aspects of bank and financial market regulation. The

D-F

Act requires, or permits by implementing regulation, enhanced prudential standards for banks and bank holding companies inclusive of capital, leverage, liquidity, concentration and exposure measures. In addition, traditional bank regulatory principles such as restrictions on transactions with affiliates and insiders were enhanced. The

D-F

Act also contains reforms of consumer mortgage lending practices and creates a Bureau of Consumer Financial Protection, which is granted broad authority over consumer financial practices of banks and others. It is expected as the specific new or incremental requirements applicable to the Company become effective that the costs and difficulties of remaining compliant with all such requirements will increase. The

D-F

Act broadened the base for FDIC assessments to average consolidated assets less tangible equity of financial institutions and also permanently raises the current standard maximum FDIC deposit insurance amount to $250,000. The Act extended unlimited deposit insurance on

non-interest-bearing

transaction accounts through December 31, 2012.

In addition, the

D-F

Act added a new Section 13 to the Bank Holding Company Act, the

so-called

“Volcker Rule,” (the “Rule”) which generally restricts certain banking entities such as the Company and its subsidiaries or affiliates, from engaging in proprietary trading activities and owning equity in or sponsoring any private equity or hedge fund. The Rule became effective July 21, 2012. The final implementing regulations for the Rule were issued by various regulatory agencies in December 2013 and under an extended conformance regulation compliance was required to be achieved by July 21, 2015. The conformance period for investments in and relationships with certain “legacy covered funds” was extended to July 21, 2017. Under the Rule, the Company may be restricted from engaging in proprietary trading, investing in third party hedge or private equity funds or sponsoring new funds unless it qualifies for an exemption from the rule. The Company has little involvement in prohibited proprietary trading or investment activities in covered funds and the Company does not expect that complying with the requirements of the Rule will have any material effect on the Company’s financial condition or results of operation. The federal banking agencies have issued amendments to the Rule to provide greater clarity and certainty about what activities are prohibited and to improve the effective allocation of compliance resources, and to conform the Rule to the EGRRCPA (discussed below). Effective October 1, 2020, further amendments to the Rule will take effect, which will modify existing exemptions from the definition of covered fund, add new exclusions from the definition of covered fund and provide relief in other areas.

Tax Cuts and Jobs Act

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, which represents the most comprehensive reform to the U.S. tax code in over thirty years. The majority of the provisions of the Tax Act took effect on January 1, 2018. The Tax Act lowered the Company’s federal tax rate from 34% to 21%. Also, for tax years beginning after December 31, 2017, the corporate Alternative Minimum Tax (“AMT”) has been repealed. For 2018 through 2021, the AMT credit carryforward can offset regular tax liability and is refundable in an amount equal to 50% (100% for 2021) of the excess of the minimum tax credit for the tax year over the amount of the credit allowable for the year against regular tax liability. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. As a result of the CARES Act, the full balance of the AMT credit will be utilized in 2020. The Tax Act also contains other provisions that may affect the Company currently or in future years. Among these are changes to the deductibility of meals and entertainment, the deductibility of executive compensation, the dividend received deduction and net operating loss carryforwards. Tax Act changes for individuals include lower tax rates, mortgage interest and state and local tax limitations as well as an increase in the standard deduction, among others.

Economic Growth, Regulatory Relief, and Consumer Protection Act

On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act, or the EGRRCPA, became law. This is arguably the most significant financial institution legislation since the

D-F

Act. The EGRRCPA changes certain of the regulatory requirements of the

D-F

Act and includes provisions intended to relieve the regulatory burden on “community banks.” Among other things, for qualifying community banks with less than $10 billion in total consolidated assets, the EGRRCPA contains a safe harbor from the

D-F

Act “ability to repay” mortgage requirements, an exemption from the Volcker Rule, may permit filing of simplified Call Reports, and potentially will result in some alleviation of the

D-F

Act and U.S. Basel III capital mandates. The EGRRCPA requires the federal banking agencies to develop a community bank leverage ratio (defined as the ratio of tangible equity capital to average total consolidated assets) for banks and holding companies with total consolidated assets of less than $10 billion and an appropriate risk profile. The required regulations must specify a minimum community bank leverage ratio of not less than 8% and not more than 10%. The federal banking agencies jointly issued a final rule, effective January 1, 2020, which would set the minimum ratio at 9%. Qualifying banks that exceed the minimum community bank leverage ratio will be deemed to be in compliance with all other capital and leverage requirements including the capital ratio requirements that are required to be considered well capitalized under Section 38 of Federal Deposit Insurance Act.

Page 35 of 48

Coronavirus Aid, Relief and Economic Security (CARES) Act and Families First Coronavirus Response Act (FFCRA)

On March 18, 2020 the Families First Coronavirus Response Act (FFCRA) was signed into law and on March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The FFCRA and the CARES Act provide relief for families and businesses impacted by the coronavirus pandemic. The provisions in this legislation include, among other things, loan programs for businesses, expanded unemployment insurance benefits, stimulus payments to certain taxpayers, new provisions on sick leave and family leave, and funding for a variety of health-related efforts and government programs. The CARES Act also allowed a temporary deferral of FASB ASU

2016-13,

Measurement of Credit Losses on Financial Instruments. The Company has elected to defer FASB ASU

2016-13.

Also, as a result of the CARES Act, the full balance of the AMT credit will be utilized in 2020.

Recent Accounting Developments

Recently Adopted Accounting Standards Updates

In August 2018, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)

2018-15,

Intangibles-Goodwill and Other-Internal Use Software (Subtopic

350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain

internal-use

software (and hosting arrangements that include an internal use software license). This ASU is effective for annual reporting periods beginning after December 15, 2019. The effect of this ASU did not have a material impact on the Company’s consolidated financial position.

In August 2018, FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This ASU is effective for annual reporting periods beginning after December 15, 2019. The effect of this update did not have a material impact on the Company’s disclosures.

In January 2017, the FASB issued ASU

2017-04,

Intangibles—Goodwill and Other (Topic 350). This ASU was issued to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. For public entities, this ASU is effective for the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, and application should be on a prospective basis. The effect of this update did not have a material impact on the Company’s consolidated financial position.

Accounting Standards Issued but not yet Adopted

The following list identifies ASUs applicable to the Company that have been issued by the FASB but are not yet effective:

In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU are effective for a limited period and mainly address accounting and reporting challenges due to the transition from LIBOR on existing contracts. The optional expedients may be applied to loans, borrowings, leases and derivatives. The ASU simplifies the accounting analyses for contract modifications and simplifies the hedge effectiveness assessment and allows hedging relationships impacted by the LIBOR transition to continue. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing the impact of this standard but does not expect that it will have a material impact on the Company’s consolidated financial statements, or results of operations.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The effect of this ASU is not expected to have a material impact on the Company’s consolidated financial position.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL). This ASU was issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

Page 36 of 48

To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. See discussion below of the deferral of the amendments in this ASU.

To implement the new standard the Company has purchased a software solution and has captured the information needed to implement this ASU. As part of the FASB ASC 326 implementation process, the company is using two models: a rating migration model and a probability of default model. The ratings migration model, which will be used for our larger loans made to institutions with available credit ratings, is designed to estimate loss reserves according to the CECL standard for rated loans or similar instruments. The model structure follows a grade migration approach, where the default rate is based on the probability of each grade transition which is modelled using historical data. The probability of default model, which will be used for our remaining commercial loans and our consumer loans, is based primarily on four components: loss history, product lifecycle, behavioral attributes and the economic environment. During the fourth quarter of 2019, the Company tested the two CECL credit models in parallel with the existing incurred loss models. The securities

held-to-maturity

include U.S. Treasury, U.S. Government Sponsored Enterprises, SBA Backed Securities and U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities. The CECL standard allows assumption of zero expected credit losses where expectation of

non-payment

is zero for these types of securities. The Company expects no impact from ASU

2016-13

to arise from this portfolio.

Since ASU

2016-13,

the FASB has issued amendments intended on improving the clarification of the amendment, ASU

2018-19

Codification Improvements to Topic 326, Financial Instruments—Credit Losses and ASU

2019-04

Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging. The amendment in ASU

2018-19

was issued in November 2018 and was intended to clarify that receivables arising from operating leases are not within the scope of Subtopic

326-20.

Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. The amendment in

ASU 2019-04

was issued in April 2019 and was intended to clarify stakeholders’ specific issues about certain aspects of the amendments in ASU

2016-13.

ASU

2019-05

Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief was also issued in May 2019. This ASU provides entities the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized costs basis. The fair value option election does not apply to

held-to-maturity

debt securities. An entity that elects the fair value option should subsequently apply the guidance in Subtopics

820-10,

Fair Value Measurement—Overall. The amendments in this ASU should be applied on a modified-retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings balance in the statement of financial position as of the date that an entity early adopted the amendments in

ASU 2016-13.

In November 2019, the FASB issued ASU

2019-11,

Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments in this ASU affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This ASU is effective for annual reporting periods beginning after December 15, 2019.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act allows certain companies to delay FASB ASU

2016-13,

2016-13.

This ASU will be delayed until the earlier of the date on which the national emergency concerning the COVID–19 outbreak declared by the President on March 15, 2020 terminates or December 31, 2020, with an effective retrospective implementation date of January 1, 2020. The effects of these ASUs will not have a material impact on the Company’s consolidated financial position at January 1, 2020 upon retroactive adoption. The Company does not believe the impact of adoption would have been material to the Company’s consolidated financial position as of June 30, 2020.

In August 2018, FASB issued ASU

2018-14,

Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic

715-20):

Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. This ASU is effective for annual reporting periods beginning after December 15, 2020. The effect of this update will not have a material impact on the Company’s consolidated financial position.

Financial Condition

Loans

On June 30, 2020, total loans outstanding were $2,798,087,000, up by $371,968,000 from the total on December 31, 2019. At June 30, 2020, commercial real estate loans accounted for 27.3%, commercial and industrial accounted for 41.3%, and residential real estate loans, including home equity loans, accounted for 25.0% of total loans.

Commercial and industrial loans increased to $1,155,592,000 at June 30, 2020 from $812,417,000 at December 31, 2019, primarily as a result of approximately $230,000,000 of SBA PPP loan balances. Commercial real estate loans decreased to $764,886,000 from $786,102,000 on December 31, 2019 primarily as a result of loan payoffs. Construction loans decreased to $6,513,000 at June 30, 2020 from $8,992,000 on December 31, 2019, primarily as a result of loan payoffs. Residential real estate loans increased to

Page 37 of 48

$400,867,000 on June 30, 2020 from $371,897,000 on December 31, 2019, primarily as a result of loan originations. Home equity loans decreased to $297,355,000 on June 30, 2020 from $304,363,000 at December 31, 2019, primarily as a result of a home equity loan payoffs. Municipal loans increased to $153,017,000 from $120,455,000, primarily as a result of loan originations.

In recent years, the Company has increased business to larger institutions, specifically, healthcare, higher education, and municipal organizations. Further discussion relating to changes in portfolio composition is discussed in the allowance for loan loss section of the management discussion and analysis. We will closely monitor the concentrations to determine the impact of

COVID-19

upon their short-term and long-term operations.

Allowance for Loan Losses

The allowance for loan loss at June 30, 2020 was $32,516,000 as compared to $29,585,000 at December 31, 2019. The level of the allowance for loan losses to total loans was 1.16% at June 30, 2020 and 1.22% at December 31, 2019. The ratio of the allowance for loan losses to loans outstanding has decreased from December 31, 2019, primarily from approximately $230 million of PPP loans that are guaranteed by the SBA, which require no allowance for loan losses. This was offset, somewhat, by increased allocations for economic factors associated with the

COVID-19

pandemic. The Company monitors the outlook for the industries in which our borrowers operate. Healthcare and higher education are two of the primary industries. In particular the Company utilizes outlooks and forecasts from various sources. The Company also monitors the volatility of the losses within the historical data.

By combining the credit rating, the industry outlook and the loss volatility, the Company arrives at the loss factor for each credit grade. For a large loan to large institutions with publicly available credit ratings, the Company tracks these ratings. These ratings are tracked as a credit quality indicator for these loans. Credit ratings issued by national organizations were utilized as credit quality indicators as presented in the following table at June 30, 2020.

Credit ratings issued by national organizations were utilized as credit quality indicators as presented in the following table at June 30, 2020 and are included within the total loan portfolio.


	Commercial and Industrial		Municipal		Commercial Real Estate		Total
	(in thousands)
Credit Rating:

Aaa – Aa3	$	619,107	$	86,385	$	38,628	$	744,120

A1 – A3		185,303		7,229		146,162		338,694

Baa1 – Baa3		—		51,133		141,897		193,030

Ba2		—		5,470		—		5,470


Total	$	804,410	$	150,217	$	326,687	$	1,281,314

Credit ratings issued by national organizations are presented in the following table at December 31, 2019.


	Commercial and Industrial		Municipal		Commercial Real Estate		Total
	(in thousands)
Credit Rating:

Aaa – Aa3	$	523,644	$	53,273	$	40,437	$	617,354

A1 – A3		186,044		7,354		148,346		341,744

Baa1 – Baa3		—		51,133		144,711		195,844

Ba2		—		5,895		—		5,895


Total	$	709,688	$	117,655	$	333,494	$	1,160,837

The allowance for loan losses is an estimate of the amount needed for an adequate reserve to absorb losses in the existing loan portfolio. This amount is determined by an evaluation of the loan portfolio, including input from an independent organization engaged to review selected larger loans, a review of loan experience and current economic conditions. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories.

Page 38 of 48

The following table summarizes the changes in the Company’s allowance for loan losses for the periods indicated.


	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	(in thousands)						(in thousands)
Allowance for loan losses, beginning of period	$	30,804		$	28,848		$	29,585		$	28,543
Loans charged off		(17	)		(75	)		(79	)		(218	)
Recoveries on loans previously charged-off		29			47			235			120

Net recoveries (charge-offs)		12			(28	)		156			(98	)
Provision charged to expense		1,700			250			2,775			625

Allowance for loan losses, end of period	$	32,516		$	29,070		$	32,516		$	29,070

The Company may experience increased levels of nonaccrual loans if borrowers are negatively impacted by future negative economic conditions. Management continually monitors trends in the loan portfolio to determine the appropriate level of allowance for loan losses. At the current time, management believes that the allowance for loan losses is adequate.

Nonperforming Assets

The following table sets forth information regarding nonperforming assets held by the Bank at the dates indicated:


	June 30, 2020			December 31, 2019
	(dollars in thousands)
Nonaccruing loans	$	1,538		$	2,014
Total nonperforming assets	$	1,538		$	2,014
Loans past due 90 days or more and still accruing	$	—		$	—
Nonaccruing loans as a percentage of total loans		0.05	%		0.08	%
Nonperforming assets as a percentage of total assets		0.03	%		0.04	%
Accruing troubled debt restructures	$	2,271		$	2,361

Investments

Management continually evaluates its investment alternatives in order to properly manage the overall balance sheet mix. The timing of purchases, sales and reinvestments, if any, will be based on various factors including expectation of movements in market interest rates, deposit flows and loan demand. Notwithstanding these events, it is the intent of management to grow the earning asset base mainly through loan originations while funding this growth through a mix of retail deposits, FHLB advances, and retail repurchase agreements.

Securities

Available-for-Sale

(at Fair Value)

The securities

available-for-sale

portfolio totaled $301,213,000 at June 30, 2020, an increase of 15.6% from December 31, 2019. The portfolio increased mainly as a result of purchases of securities

available-for-sale

totaling $75,171,000. The purchases include $44,324,000 of securities that are obligations issued by States and Political Subdivisions. This was offset, somewhat by calls/maturities and scheduled principal payments of $34,603,000. The portfolio is concentrated in United States Government Sponsored Enterprises, Mortgage-backed Securities and Obligations issued by States and Political Subdivisions and had an estimated weighted average remaining life of 4.5 years.

At June 30, 2020, 83.8% of the Company’s securities

available-for-sale

are classified as Level 2. The fair values of these securities are generally obtained from a pricing service, which provides the Company with a description of the inputs generally utilized for each type of security. These inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads,

two-sided

markets, benchmark securities, bids, offers and reference data. Market indicators and industry and economic events are also monitored.

Securities

available-for-sale

totaling $48,739,000 or 16.2% of securities

available-for-sale

are classified as Level 3. These securities are generally municipal securities with no observable fair value with an average life of one year or less. The securities are carried at cost which approximates fair value. A periodic review of underlying financial statements and credit ratings is performed to assess the appropriateness of these valuations.

Page 39 of 48

During the first six months of 2020, net unrealized loss on the securities

available-for-sale

increased to $473,000 from a net unrealized loss of $422,000 at December 31, 2019. This was primarily the result of a decrease in the value of floating rate securities.

The following table sets forth the fair value of securities

available-for-sale

at the dates indicated.


	June 30, 2020		December 31, 2019
	(in thousands)
Small Business Administration	$	48,371	$	54,211
U.S Government Agency and Sponsored Enterprise Mortgage-backed Securities		200,128		184,187
Privately Issued Residential Mortgage-backed Securities		350		396
Obligations issued by States and Political Subdivisions		48,739		18,076
Other Debt Securities		3,625		3,632


Total Securities Available–for-Sale	$	301,213	$	260,502

There were no sales of

available-for-sales

securities for the six months ended June 30, 2020.

Securities

Held-to-Maturity

(at Amortized Cost)

The securities

held-to-maturity

portfolio totaled $2,427,422,000 on June 30, 2020, an increase of 3.2% from December 31, 2019. Purchases of

held-to-maturity

securities totaled $392,637,000 for the six months ended June 30, 2020. The purchases were offset somewhat, by maturities and scheduled principal payments of $319,328,000. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 3.4 years.

The following table sets forth the amortized cost of securities

held-to-maturity

at the dates indicated.


	June 30, 2020		December 31, 2019
	(in thousands)
U.S. Government Sponsored Enterprises	$	181,158	$	98,867
SBA Backed Securities		40,796		44,379
U.S. Government Agency and Sponsored Enterprise Mortgage-backed Securities		2,205,468		2,207,874


Total Securities Held-to-Maturity	$	2,427,422	$	2,351,120

There were no sales of

held-to-maturity

securities for the six months ended June 30, 2020.

The net unrealized gains on investment securities

held-to-maturity

was $83,807,000 or 3.5% of the total at June 30, 2020 and the net unrealized gains of $10,184,000 or 0.4% of the total at December 31, 2019. The increase in the net unrealized gains on securities

held-to-maturity

related primarily to a decrease in interest rates. The gross unrealized losses relate primarily to interest rates and not credit quality, and because the Company does not intend to sell any of these securities and it is not likely that it will be required to sell these securities before the anticipated recovery of the remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired as of June 30, 2020 and December 31, 2019.

At June 30, 2020 and December 31, 2019, all mortgage-backed securities are obligations of U.S. Government Sponsored Enterprises. Debt securities of Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.

Federal Home Loan Bank of Boston Stock

The Bank, as a member of the Federal Home Loan Bank of Boston (“FHLBB”), is required to maintain an investment in capital stock of the FHLBB. Based on redemption provisions, the stock has no quoted market value and is carried at cost. At its discretion, the FHLBB may declare dividends on the stock. The Company reviews this investment for impairment based on the ultimate recoverability of the cost basis in the stock. During the first six months of 2020, the FHLBB redeemed $10,701,000 of FHLBB stock and the Company purchased $4,601,000 of FHLBB stock. As of June 30, 2020, there have been no indicators of impairment that would require further consideration of potential impairment.

Page 40 of 48

Results of Operations

The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average annualized rates earned or paid on a fully taxable equivalent basis for each of the three-month periods indicated.


	Three Months Ended
	June 30, 2020									June 30, 2019
	Average Balance			Interest Income/ Expenses (1)			Rate Earned/ Paid (1)			Average Balance			Interest Income/ Expenses (1)			Rate Earned/ Paid (1)
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loans (2)
Loans taxable	$	1,501,889		$	13,270			3.55	%	$	1,201,052		$	13,354			4.46	%
Loans tax-exempt		1,204,389			8,374			2.80	%		1,118,523			10,542			3.78	%
Securities available-for-sale (5):
Taxable		280,834			938			1.34	%		280,421			2,187			3.12	%
Tax-exempt		11,378			54			1.90	%		49,161			368			2.99	%
Securities held-to-maturity:
Taxable		2,370,522			15,222			2.57	%		2,162,993			14,595			2.70	%
Interest-bearing deposits in other banks		266,089			68			0.10	%		153,665			927			2.41	%

Total interest-earning assets		5,635,101			37,926			2.69	%		4,965,815			41,973			3.38	%
Non interest-earning assets		290,228									247,292
Allowance for loan losses		(31,477	)								(29,018	)


Total assets	$	5,893,852								$	5,184,089


LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
NOW accounts	$	1,143,571		$	1,320			0.46	%	$	976,801		$	2,533			1.04	%
Savings accounts		803,135			798			0.40	%		879,393			3,344			1.53	%
Money market accounts		1,580,486			3,462			0.88	%		1,270,205			5,412			1.71	%
Time deposits		607,942			3,111			2.06	%		502,717			2,893			2.31	%

Total interest-bearing deposits		4,135,134			8,691			0.85	%		3,629,116			14,182			1.57	%
Securities sold under agreements to repurchase		206,764			309			0.60	%		193,915			490			1.01	%
Other borrowed funds and subordinated debentures		192,843			1,302			2.72	%		230,887			1,770			3.07	%

Total interest-bearing liabilities		4,534,741			10,302			0.91	%		4,053,918			16,442			1.63	%

Non-interest-bearing liabilities
Demand deposits		924,506									736,766
Other liabilities		87,756									79,723

Total liabilities		5,547,003									4,870,407

Stockholders’ equity		346,849									313,682

Total liabilities & stockholders’ equity	$	5,893,852								$	5,184,089

Net interest income on a fully taxable equivalent basis					27,624									25,531
Less taxable equivalent adjustment					(1,806	)								(2,281	)

Net interest income				$	25,818								$	23,250

Net interest spread (3)								1.78	%								1.75	%

Net interest margin (4)								1.97	%								2.06	%

(1)	On a fully taxable equivalent basis calculated using a federal tax rate of 21%.

(2)	Nonaccrual loans are included in average amounts outstanding.

(3)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

(5)	Average balances of securities available-for-sale calculated utilizing amortized cost.

Page 42 of 48

six-month

periods indicated.


	Six Months Ended
	June 30, 2020									June 30, 2019
	Average Balance			Interest Income/ Expenses (1)			Rate Earned/ Paid (1)			Average Balance			Interest Income/ Expenses (1)			Rate Earned/ Paid (1)
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loans (2)
Loans taxable	$	1,388,944		$	26,751			3.87	%	$	1,191,966		$	26,448			4.47	%
Loans tax-exempt		1,188,176			19,163			3.24	%		1,114,199			20,954			3.79	%
Securities available-for-sale (5):
Taxable		271,583			2,520			1.86	%		276,885			4,370			3.16	%
Tax-exempt		10,509			191			3.63	%		63,779			914			2.87	%
Securities held-to-maturity:
Taxable		2,335,136			30,515			2.61	%		2,121,043			28,383			2.68	%
Interest-bearing deposits in other banks		220,008			678			0.62	%		189,568			2,276			2.40	%

Total interest-earning assets		5,414,356			79,818			2.96	%		4,957,440			83,345			3.38	%
Non interest-earning assets		287,825									247,276
Allowance for loan losses		(30,621	)								(28,864	)


Total assets	$	5,671,560								$	5,175,852


LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
NOW accounts	$	1,079,919		$	3,573			0.67	%	$	939,767		$	4,689			1.01	%
Savings accounts		759,852			2,270			0.60	%		894,511			6,653			1.50	%
Money market accounts		1,530,442			9,034			1.19	%		1,270,952			10,756			1.71	%
Time deposits		598,669			6,283			2.11	%		509,710			5,686			2.25	%

Total interest-bearing deposits		3,968,882			21,160			1.07	%		3,614,940			27,784			1.55	%
Securities sold under agreements to repurchase		226,518			935			0.83	%		181,252			875			0.97	%
Other borrowed funds and subordinated debentures		205,341			2,801			2.74	%		231,401			3,422			2.98	%

Total interest-bearing liabilities		4,400,741			24,896			1.14	%		4,027,593			32,081			1.61	%

Non-interest-bearing liabilities
Demand deposits		841,339									759,653
Other liabilities		87,589									79,440

Total liabilities		5,329,669									4,866,686

Stockholders’ equity		341,891									309,166

Total liabilities & stockholders’ equity	$	5,671,560								$	5,175,852

Net interest income on a fully taxable equivalent basis					54,922									51,264
Less taxable equivalent adjustment					(3,903	)								(4,576	)

Net interest income				$	51,019								$	46,688

Net interest spread (3)								1.83	%								1.76	%

Net interest margin (4)								2.04	%								2.09	%

(1)	On a fully taxable equivalent basis calculated using a federal tax rate of 21%.

(2)	Nonaccrual loans are included in average amounts outstanding.

(3)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

(5)	Average balances of securities available-for-sale calculated utilizing amortized cost.

Page 43 of 48

The following table presents certain information on a

fully-tax

equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to changes in rate and changes in volume.


	Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019									Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019
	Increase/(Decrease) Due to Change in									Increase/(Decrease) Due to Change in
	Volume			Rate			Total			Volume			Rate			Total
	(in thousands)									(in thousands)
Interest income:
Loans
Taxable	$	2,950		$	(3,034	)	$	(84	)	$	4,088		$	(3,785	)	$	303
Tax-exempt		756			(2,924	)		(2,168	)		1,345			(3,136	)		(1,791	)
Securities available-for-sale
Taxable		3			(1,252	)		(1,249	)		(82	)		(1,768	)		(1,850	)
Tax-exempt		(213	)		(101	)		(314	)		(918	)		195			(723	)
Securities held-to-maturity
Taxable		1,355			(728	)		627			2,810			(678	)		2,132
Interest-bearing deposits in other banks		397			(1,256	)		(859	)		317			(1,915	)		(1,598	)


Total interest income		5,248			(9,295	)		(4,047	)		7,560			(11,087	)		(3,527	)

Interest expense:
Deposits
NOW accounts		375			(1,588	)		(1,213	)		628			(1,744	)		(1,116	)
Savings accounts		(268	)		(2,278	)		(2,546	)		(880	)		(3,503	)		(4,383	)
Money market accounts		1,104			(3,054	)		(1,950	)		1,938			(3,660	)		(1,722	)
Time deposits		557			(339	)		218			960			(363	)		597

Total interest-bearing deposits		1,768			(7,259	)		(5,491	)		2,646			(9,270	)		(6,624	)
Securities sold under agreements to repurchase		31			(212	)		(181	)		200			(140	)		60
Other borrowed funds and subordinated debentures		(274	)		(194	)		(468	)		(362	)		(259	)		(621	)


Total interest expense		1,525			(7,665	)		(6,140	)		2,484			(9,669	)		(7,185	)


Change in net interest income	$	3,723		$	(1,630	)	$	2,093		$	5,076		$	(1,418	)	$	3,658

Net Interest Income

For the three months ended June 30, 2020, net interest income on a fully taxable equivalent basis totaled $27,624,000 compared to $25,531,000 for the same period in 2019, an increase of $2,093,000 or 8.2%. The increase in net interest income for the period is primarily due to a decrease in interest expense as a result of falling interest rates. The net interest margin decreased from 2.06% on a fully

tax-equivalent

basis for the second quarter of 2019 to 1.97% for the same period in 2020. This was primarily the result of increased margin pressure during the recent decrease in interest rates across the yield curve. The average balances of earning assets increased by $669,286,000 or 13.5%, combined with an average yield decrease of 0.69%, resulting in a decrease in interest income of $4,047,000 on a fully

tax-equivalent

basis. The average balance of interest-bearing liabilities increased by $480,823,000 or 11.9%, combined with an average interest-bearing liabilities interest cost decrease of 0.72%, resulting in a decrease in interest expense of $6,140,000.

For the six months ended June 30, 2020, net interest income on a fully taxable equivalent basis totaled $54,922,000 compared to $51,264,000 for the same period in 2019, an increase of $3,658,000 or 7.1%. The increase in net interest income for the period is primarily due to a decrease in interest expense as a result of falling interest rates. Prepayment penalties collected amounted to approximately $874,000 for the first six months of 2020 compared to $13,000 for the same period last year. The net interest margin decreased from 2.09% on a fully

tax-equivalent

basis for the first six months of 2019 to 2.04% for the same period in 2020. This was primarily the result of increased margin pressure during the recent decrease in interest rates across the yield curve. The average balances of earning assets increased by $456,916,000 or 9.2%, combined with an average yield decrease of 0.42%, resulting in a decrease in interest income of $3,527,000. The average balance of interest-bearing liabilities increased by $373,148,000 million or 9.3%, combined with an average interest-bearing liabilities interest cost decrease of 0.47%, resulting in a decrease in interest expense of $7,185,000 million.

Page 44 of 48

As illustrated in the table above, the main contributors to the increase in net interest income for the three and

six-month

periods were a decrease in rates paid on interest-bearing deposits. The Company has decreased interest rates on these products as market rates have decreased. Securities

held-to-maturity

income increased primarily as a result of an increase in volume. Securities

available-for-sale,

interest-bearing deposits in other banks, and loan income decreased primarily from a decrease in rates paid on the portfolios. The Company has a sizable floating rate

available-for-sale

and loan portfolio. These portfolios reprice as interest rates rise or fall.

Provision for Loan Losses

The provision for loan losses increased by $2,150,000 from $625,000 for the six months ended June 30, 2019 to $2,775,000 for the same period in 2020, primarily as a result of the economic uncertainties associated with the novel coronavirus disease (COVID–19) pandemic and increased loan balances. Further discussion relating to changes in portfolio composition is discussed in Note 4.

Non-Interest

Income and Expense

Other operating income for the quarter ended June 30, 2020 decreased by $956,000 from the same period last year to $4,041,000. This was mainly attributable to a decrease in other income of $490,000, a decrease in service charges on deposit accounts of $259,000, a decrease in gains on sales of loans of $139,000, and a decrease in lockbox fees of $68,000. Service charges on deposit accounts and lockbox income decreased as a result of a decrease in customer activity due in large part to the

COVID-19

pandemic. We anticipate that lockbox income and transaction fees will increase modestly as

non-essential

businesses are gradually reopened. These businesses have been closed per order of the Governor of the Commonwealth of Massachusetts since March 24, 2020 and are reopening in a phased in process. Other income decreased mainly as a result of proceeds from life insurance policies during the second quarter of 2019. Also, there were no loan sales during the second quarter of 2020.

Other operating income for the six months ended June 30, 2020 decreased by $1,073,000 from the same period last year to $8,351,000. This was mainly attributable to a decrease in other income of $520,000, a decrease in service charges on deposit accounts of $172,000, a decrease in gains on sales of loans of $154,000, and a decrease in lockbox fees of $227,000. Service charges on deposit accounts and lockbox income decreased as a result of a decrease in customer activity due in large part to the

COVID-19

pandemic. Other income decreased mainly as a result of proceeds from life insurance policies during the second quarter of 2019.

For the quarter ended June 30, 2020, operating expenses decreased by $1,222,000 or 6.7% to $17,042,000, from the same period last year. This was primarily attributable to decreases in other expenses of $694,000, salaries and employee benefits of $629,000, and occupancy costs $66,000. This was offset, somewhat, by increases in equipment expenses of $167,000. Other expenses decreased mainly as a result of decreases in consultants’ expense, marketing expenses, and other real estate owned expenses. The decrease in salaries and employee benefits was mainly attributable to deferred origination costs associated with originating the SBA PPP loans during the quarter. This was offset, somewhat, by merit increases and an increase in pension costs. Equipment expense increased mainly from an increase in depreciation expense. Occupancy costs decreased primarily as a result of decreases in rent expense.

For the six months ended June 30, 2020, operating expenses decreased by $1,239,000 or 3.4% to $35,215,000, from the same period last year. This was primarily attributable to decreases in other expenses of $915,000, salaries and employee benefits of $293,000, and occupancy costs $252,000. This was offset, somewhat, by increases in equipment expenses of $221,000. Other expenses decreased mainly as a result of decreases in consultants’ expense, FDIC deposit assessments, marketing expenses, and other real estate owned expenses. The decrease in salaries and employee benefits was mainly attributable to deferred origination costs associated with originating the SBA PPP loans during the second quarter of 2020. This was offset, somewhat, by merit increases and an increase in pension costs. Equipment expense increased mainly from an increase in depreciation expense. Occupancy costs decreased primarily as a result of decreases in rent expense.

Income Taxes

For the second quarter of 2020, the Company’s income tax expense totaled $1,061,000 on pretax income of $11,117,000 resulting in an effective tax rate of 9.5%. For last year’s corresponding quarter, the Company’s income tax expense totaled $267,000 on pretax income of $9,733,000 resulting in an effective tax rate of 2.7%. This increase was primarily the result of an increase in taxable income relative to total income. For the six months ended June 30, 2020 the Company’s effective tax rate increased to 7.8% from 0.8% for the same period in 2019. This was primarily as a result of an increase in taxable income relative to total income and a reduction in tax accruals, during 2019, related to sequestration of the refundable portion of our alternative minimum tax (AMT) credit carryforward. On January 14, 2019, the IRS updated its announcement “Effect of Sequestration on the Alternative Minimum Tax Credit for Corporations” to clarify that refundable AMT credits under Section 53(e) of the Internal Revenue Code are not subject to sequestration for taxable years beginning after December 31, 2017. On March 27, 2020, the Coronavirus, Aid, Relief and Economic Security (CARES) Act was signed into law. As a result of the CARES Act, the full balance of the AMT credit will be utilized in 2020.

Page 45 of 48

Item

3. Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure. The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates tied to specific assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools. The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. Management believes that there has been no material changes in the interest rate risk reported in the Company’s Annual Report on

Form 10-K

for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission. The information is contained in the

Form 10-K

within the Market Risk and Asset Liability Management section of Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Item

Controls and Procedures

The Company’s management, with participation of the Company’s principal executive and financial officers, has evaluated its disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s management, with participation of its principal executive and financial officers, has concluded that the Company’s disclosure controls and procedures are effective. The disclosure controls and procedures also effectively ensure that information required to be disclosed in the Company’s filings and submissions with the Securities and Exchange Commission under the Exchange Act is accumulated and reported to Company management (including the principal executive officer and the principal financial officer) as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has evaluated its internal control over financial reporting and during the first six months of 2020 there were no changes that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II

–

Other Information

Item 1

A number of legal claims against the Company arising in the normal course of business were outstanding at June 30, 2020. Management, after reviewing these claims with legal counsel, is of the opinion that their resolution will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 1A

Risk Factors – Please read “Risk Factors” in the Company’s Annual Report on

Form 10-K

for the fiscal year ended December 31, 2019. Except as noted below, there have been no material changes since this

10-K

was filed. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and operating results.

As a result of the

COVID-19

pandemic, the Company’s business, financial condition and results of operation have been or may be, negatively impacted by the following:

•

a decline in the demand for products and services;

•

an increase in loan delinquencies, problem assets and foreclosures;

•

a decline in collateral value;

•

a work stoppage, forced quarantine, or other interruption or the unavailability of key employees has occurred in various areas of the Company and may continue to occur;

•

an increase in the allowance for loan losses has occurred and may continue to occur.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds –

(a) – (b) Not applicable.

Item 3

Defaults Upon Senior Securities – None

Item 4

Mine Safety Disclosures – Not applicable

Item 5

Other Information – None

Page 46 of 48

Item 6

Exhibits


31.1		Certification of Chairman, President and Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

31.2		Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

+32.1		Certification of Chairman, President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

++101.		INS XBRL Instance Document

++101.		SCH XBRL Taxonomy Extension Schema

++101.		CAL XBRL Taxonomy Extension Calculation Linkbase

++101.		LAB XBRL Taxonomy Extension Label Linkbase

++101.		PRE XBRL Taxonomy Extension Presentation Linkbase

++101.		DEF XBRL Taxonomy Definition Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

As provided in Rule 406T of regulation

S-T,

this information is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 and consists of the following materials from Century Bancorp Inc.’s Quarterly Report

on 10-Q

for the quarter ended June 30, 2020, formatted in XBRL: (i) Consolidated Balance Sheets at June 30, 2020 and December 31, 2019; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended June 30, 2020 and 2019; (v) Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2020 and 2019; (vi) Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019; and (vii) Notes to Unaudited Consolidated Interim Financial Statements.

Page 47 of 48


	Three months ended June 30,
	2020		2019
Net income	$	10,056	$	9,466
Other comprehensive income, net of tax:
Unrealized gains on securities:
Unrealized gains arising during period		1,490		227
Less: reclassification adjustment for gains included in net income		—		5

Total unrealized gains on securities		1,490		232
Accretion of net unrealized losses transferred		162		203
Defined benefit pension plans:
Amortization of prior service cost and loss included in net periodic benefit cost		361		264

Other comprehensive income		2,013		699

Comprehensive income	$	12,069	$	10,165


Date: August 7, 2020				Century Bancorp, Inc.

/s/ Barry R. Sloane
Barry R. Sloane
Chairman, President and Chief Executive Officer

/s/ William P. Hornby
William P. Hornby, CPA
Chief Financial Officer and Treasurer
(Principal Accounting Officer)