EVANS BANCORP INC - Quarter Report: 2021 September (Form 10-Q)

SUPPLEMENTAL DISCLOSURE OF NON-CASH

INVESTMENTS AND FINANCIAL ACTIVITIES:

Fair value of assets acquired in acquisition (non-cash)

Fair value of liabilities assumed in acquisition

evbn-20210930x10q

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For quarterly period ended September 30, 2021

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

For the transition period from to ______

Commission file number 001-35021

EVANS BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York 16-1332767

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

6460 Main St. Williamsville, NY 14221

(Address of principal executive offices) (Zip Code)

(716) 926-2000

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed

since last report)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	EVBN	NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x No ¨

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


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x		Smaller reporting company x
Emerging growth company ¨

If an emerging growth company, indicate by checkmark 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 x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.50 par value, 5,466,823 shares as of November 1, 2021.

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INDEX

EVANS BANCORP, INC. AND SUBSIDIARIES



PART 1. FINANCIAL INFORMATION		PAGE

Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets – September 30, 2021 and December 31, 2020	1

	Unaudited Consolidated Statements of Income – Three months ended September 30, 2021 and 2020	2

	Unaudited Consolidated Statements of Income – Nine months ended September 30, 2021 and 2020	3

	Unaudited Consolidated Statements of Comprehensive Income – Three months ended September 30, 2021 and 2020	4

	Unaudited Consolidated Statements of Comprehensive Income – Nine months ended September 30, 2021 and 2020	4

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity – Three months ended September 30, 2021 and 2020	5

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity – Nine months ended September 30, 2021 and 2020	6

	Unaudited Consolidated Statements of Cash Flows – Nine months ended September 30, 2021 and 2020	7

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50

Item 4.	Controls and Procedures	51

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3.	Defaults Upon Senior Securities	52

Item 4.	Mine Safety Disclosure	52

Item 5.	Other Information	52

Item 6.	Exhibits	53

	Signatures	54

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(in thousands, except share and per share amounts)
	September 30,		December 31,
	2021		2020
ASSETS
Cash and due from banks	$	12,492	$	13,702
Interest-bearing deposits at banks		179,231		83,902
Securities:
Available for sale, at fair value (amortized cost: $255,244 at September 30, 2021;		253,488		162,396
$159,157 at December 31, 2020)
Held to maturity, at amortized cost (fair value: $4,755 at September 30, 2021;		4,733		4,204
$4,271 at December 31, 2020)
Federal Home Loan Bank common stock, at cost		3,262		3,470
Federal Reserve Bank common stock, at cost		3,039		2,323
Loans, net of allowance for loan losses of $18,051 at September 30, 2021
and $20,415 at December 31, 2020		1,596,111		1,673,379
Properties and equipment, net of accumulated depreciation of $21,335 at September 30, 2021
and $19,963 at December 31, 2020		18,833		19,305
Goodwill		12,713		12,713
Intangible assets		1,833		2,238
Bank-owned life insurance		34,482		33,989
Operating lease right-of-use asset		5,056		5,282
Other assets		26,785		27,212

TOTAL ASSETS	$	2,152,058	$	2,044,115

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand	$	502,689	$	436,157
NOW		253,124		230,751
Savings		942,147		825,947
Time		178,083		278,554
Total deposits		1,876,043		1,771,409

Securities sold under agreement to repurchase		4,016		4,093
Other borrowings		36,599		44,698
Operating lease liability		5,449		5,694
Other liabilities		20,168		18,444
Subordinated debt		30,949		30,872
Total liabilities		1,973,224		1,875,210

STOCKHOLDERS' EQUITY:
Common stock, $0.50 par value, 10,000,000 shares authorized; 5,463,141
and 5,411,384 shares issued at September 30, 2021 and December 31, 2020,
respectively, and 5,463,141 and 5,411,384 outstanding at September 30, 2021
and December 31, 2020, respectively		2,734		2,708
Capital surplus		78,156		76,394
Retained earnings		102,134		90,522
Accumulated other comprehensive income (loss), net of tax		(4,190)		(719)
Total stockholders' equity		178,834		168,905

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,152,058	$	2,044,115

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except share and per share amounts)
	Three Months Ended September 30,
	2021		2020
INTEREST INCOME
Loans	$	18,096	$	16,847
Interest-bearing deposits at banks		64		26
Securities:
Taxable		1,087		825
Non-taxable		55		68
Total interest income		19,302		17,766
INTEREST EXPENSE
Deposits		650		1,641
Other borrowings		84		108
Subordinated debt		405		375
Total interest expense		1,139		2,124
NET INTEREST INCOME		18,163		15,642
PROVISION (CREDIT) FOR LOAN LOSSES		(1,459)		1,881
NET INTEREST INCOME AFTER
PROVISION (CREDIT) FOR LOAN LOSSES		19,622		13,761
NON-INTEREST INCOME
Deposit service charges		664		598
Insurance service and fees		3,191		3,217
Gain on sale of securities		-		667
Gain on loans sold		-		169
Bank-owned life insurance		158		170
Interchange fee income		548		481
Other		596		555
Total non-interest income		5,157		5,857
NON-INTEREST EXPENSE
Salaries and employee benefits		9,930		8,101
Occupancy		1,126		1,204
Advertising and public relations		434		503
Professional services		840		865
Technology and communications		1,327		1,365
Amortization of intangibles		135		136
FDIC insurance		285		290
Merger-related		-		524
Other		1,316		1,480
Total non-interest expense		15,393		14,468
INCOME BEFORE INCOME TAXES		9,386		5,150
INCOME TAX PROVISION		2,407		606
NET INCOME	$	6,979	$	4,544
Net income per common share-basic	$	1.28	$	0.85
Net income per common share-diluted	$	1.27	$	0.84
Weighted average number of common shares outstanding		5,459,076		5,376,851
Weighted average number of diluted shares outstanding		5,516,781		5,395,806

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except share and per share amounts)
	Nine Months Ended September 30,
	2021		2020
INTEREST INCOME
Loans	$	53,675	$	47,497
Interest-bearing deposits at banks		99		223
Securities:
Taxable		2,907		2,758
Non-taxable		167		180
Total interest income		56,848		50,658
INTEREST EXPENSE
Deposits		2,272		6,471
Other borrowings		258		232
Subordinated debt		1,208		604
Total interest expense		3,738		7,307
NET INTEREST INCOME		53,110		43,351
PROVISION (CREDIT) FOR LOAN LOSSES		(1,906)		5,477
NET INTEREST INCOME AFTER
PROVISION (CREDIT) FOR LOAN LOSSES		55,016		37,874
NON-INTEREST INCOME
Deposit service charges		1,843		1,623
Insurance service and fees		8,350		8,309
Gain on sale of securities		-		667
Gain on loans sold		-		359
Bank-owned life insurance		493		508
Loss on tax credit investment		-		(2,475)
Refundable state historic tax credit		-		1,857
Interchange fee income		1,585		1,270
Other		1,870		1,316
Total non-interest income		14,141		13,434
NON-INTEREST EXPENSE
Salaries and employee benefits		28,339		23,903
Occupancy		3,490		3,127
Advertising and public relations		1,102		895
Professional services		2,788		2,651
Technology and communications		4,023		3,928
Amortization of intangibles		405		400
FDIC insurance		864		751
Merger-related		-		5,958
Other		3,923		3,737
Total non-interest expense		44,934		45,350
INCOME BEFORE INCOME TAXES		24,223		5,958
INCOME TAX PROVISION		6,079		741
NET INCOME	$	18,144	$	5,217
Net income per common share-basic	$	3.34	$	1.01
Net income per common share-diluted	$	3.30	$	1.00
Weighted average number of common shares outstanding		5,438,708		5,179,386
Weighted average number of diluted shares outstanding		5,490,836		5,214,950

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands)
	Three Months Ended September 30,
		2021		2020

NET INCOME		$	6,979	$	4,544

OTHER COMPREHENSIVE LOSS, NET OF TAX:
Unrealized loss on available-for-sale securities			(1,530)		(339)
Reclassification of gain on sale of securities			-		(494)
Total			(1,530)		(833)
Defined benefit pension plans:
Amortization of prior service cost			5		6
Amortization of actuarial loss			70		84
Total			75		90
OTHER COMPREHENSIVE LOSS, NET OF TAX			(1,455)		(743)
COMPREHENSIVE INCOME		$	5,524	$	3,801

See Notes to Unaudited Consolidated Financial Statements



EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands)
	Nine Month Ended September 30,
	2021		2020

NET INCOME	$	18,144	$	5,217

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:
Unrealized (loss) gain on available-for-sale securities		(3,697)		2,684
Reclassification of gain on sale of securities		-		(494)
Total		(3,697)		2,190
Defined benefit pension plans:
Amortization of prior service cost		16		17
Amortization of actuarial loss		210		250
Total		226		267
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX		(3,471)		2,457
COMPREHENSIVE INCOME	$	14,673	$	7,674

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except share and per share amounts)
							Accumulated
							Other
	Common		Capital		Retained		Comprehensive
	Stock		Surplus		Earnings		Loss		Total
Balance, June 30, 2020	$	2,691	$	75,617	$	83,073	$	617	$	161,998
Net Income						4,544				4,544
Other comprehensive loss								(743)		(743)
Cash dividends ($0.58 per common share)						(3,118)				(3,118)
Stock compensation expense				207						207
Reissued 310 restricted shares										-
Balance, September 30, 2020	$	2,691	$	75,824	$	84,499	$	(126)	$	162,888

Balance, June 30, 2021	$	2,724	$	77,270	$	98,430	$	(2,735)	$	175,689
Net Income						6,979				6,979
Other comprehensive loss								(1,455)		(1,455)
Cash dividends ($0.60 per common share)						(3,275)				(3,275)
Stock compensation expense				200						200
Issued 6,633 shares in stock option exercises		3		93						96
Issued 13,017 shares for earnout		7		593						600
Balance, September 30, 2021	$	2,734	$	78,156	$	102,134	$	(4,190)	$	178,834

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except share and per share amounts)
							Accumulated
							Other
	Common		Capital		Retained		Comprehensive
	Stock		Surplus		Earnings		Loss		Total
Balance, December 31, 2019	$	2,467	$	63,302	$	85,267	$	(2,583)	$	148,453
Net Income						5,217				5,217
Other comprehensive income								2,457		2,457
Cash dividends ($1.16 per common share)						(5,985)				(5,985)
Stock compensation expense				668						668
Reissued 310 restricted shares										-
Issued 5,988 restricted shares, net of forfeitures		3		(3)						-
Issued 10,669 shares in Employee Stock Purchase Plan		5		206						211
Issued 8,017 shares in stock option exercises		4		130						134
Issued 422,475 shares in stock consideration		212		11,521						11,733
Balance, September 30, 2020	$	2,691	$	75,824	$	84,499	$	(126)	$	162,888

Balance, December 31, 2020	$	2,708	$	76,394	$	90,522	$	(719)	$	168,905
Net Income						18,144				18,144
Other comprehensive loss								(3,471)		(3,471)
Cash dividends ($1.20 per common share)						(6,532)				(6,532)
Stock compensation expense				634						634
Issued 7,971 restricted shares, net of forfeitures		4		(4)						-
Issued 4,611 shares under Dividend Reinvestment Plan		3		152						155
Issued 6,443 shares in Employee Stock Purchase Plan		3		200						203
Issued 19,715 shares in stock option exercises		9		187						196
Issued 13,017 shares for earnout		7		593						600
Balance, September 30, 2021	$	2,734	$	78,156	$	102,134	$	(4,190)	$	178,834

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands)
	Nine Months Ended September 30,
		2021		2020
OPERATING ACTIVITIES:
Interest received	$	53,464	$	47,190
Fees received		13,271		12,462
Interest paid		(4,674)		(7,447)
Cash paid to employees and vendors		(43,964)		(41,580)
Income taxes paid		(5,086)		(1,957)
Proceeds from sale of loans held for sale		-		9,895
Originations of loans held for sale		(262)		(9,184)

Net cash provided by operating activities		12,749		9,379

INVESTING ACTIVITIES:
Available for sales securities:
Purchases		(124,683)		(76,311)
Proceeds from sales, maturities, calls, and payments		27,680		73,291
Held to maturity securities:
Purchases		(3,562)		(5,082)
Proceeds from maturities, calls, and payments		3,034		2,471
Additions to properties and equipment		(901)		(3,874)
Purchase of tax credit investment		-		(3,116)
Net cash used in acquisitions		-		(6,490)
Sale of other real estate		129		718
Net decrease (increase) in loans		85,896		(204,679)
Cash paid for earnout		(900)		-

Net cash used in investing activities		(13,307)		(223,072)

FINANCING ACTIVITIES:
Proceeds (repayments) from long-term borrowings, net		(6,891)		20,274
Repayments from short-term borrowings, net		(769)		(13,646)
Net increase in deposits		105,040		274,365
Dividends paid		(3,257)		(2,867)
Issuance of common stock		554		345

Net cash provided by financing activities		94,677		278,471

Net increase in cash and cash equivalents		94,119		64,778

CASH AND CASH EQUIVALENTS:
Beginning of period		97,604		38,857
End of period	$	191,723	$	103,635

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands)
	Nine Months Ended September 30,
		2021		2020

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:

Net income	$	18,144	$	5,217

Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		1,481		2,107
Deferred tax expense (benefit)		970		(2,720)
Provision (credit) for loan losses		(1,906)		5,477
Loss on tax credit investment		-		2,475
Changes in refundable state historic tax credit		-		(1,857)
Loss (Gain) on sales of assets		22		(90)
Gain on sales of securities		-		(667)
Gain on loans sold		-		(359)
Stock compensation expense		634		668
Proceeds from sale of loans held for sale		-		9,895
Originations of loans held for sale		(262)		(9,184)
Changes in assets and liabilities affecting cash flow:
Other assets		(6,724)		(4,647)
Other liabilities		390		3,064

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	12,749	$	9,379

See Notes to Unaudited Consolidated Financial Statements

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EVANS BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies followed by Evans Bancorp, Inc. (the “Company”), a financial holding company, and its two direct, wholly-owned subsidiaries: (i) Evans Bank, National Association (the “Bank”), and the Bank’s subsidiaries, Evans National Leasing, Inc. (“ENL”), and Evans National Holding Corp. (“ENHC”); and (ii) Evans National Financial Services, LLC (“ENFS”), and ENFS’s subsidiary, The Evans Agency, LLC (“TEA”), and TEA’s subsidiaries, Frontier Claims Services, Inc. (“FCS”) and ENB Associates Inc. (“ENBA”), in the preparation of the accompanying interim unaudited consolidated financial statements conform with U.S. generally accepted accounting principles (“GAAP”) and with general practice within the industries in which it operates. Except as the context otherwise requires, the Company and its direct and indirect subsidiaries are collectively referred to in this report as the “Company.”

The Financial Accounting Standards Board (“FASB”) establishes changes to GAAP in the form of accounting standards updates (“ASUs”) to the FASB Accounting Standards Codification. The Company considers the applicability and impact of all ASUs when they are issued by FASB. ASUs adopted by the Company during the current fiscal year are not expected to have a material impact on the Company’s consolidated financial position, results of operations, cash flows or disclosures.

The results of operations for the nine month period ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”). There have been no significant changes to the Company’s significant accounting policies as disclosed in Note 1 to the 10-K.

COVID-19 – Risks & Uncertainties

The Company’s operations and financial results have been significantly impacted by the COVID-19 pandemic. The spread of COVID-19 has caused significant economic disruption throughout the United States as state and local governments issued stay at home orders and temporarily closed non-essential businesses. The full financial impact from the pandemic is unknown at this time, however prolonged disruption may adversely impact several industries within the Company's geographic footprint and impair the ability of the Company’s customers to fulfill their contractual obligations to the Company. This could cause the Company to experience a material adverse effect on business operations, asset valuations, financial condition and results of operations. Material adverse impacts may include all or a combination of valuation impairments on the Company’s intangible assets, investments, loans and mortgage servicing rights.

2. ACQUISITIONS

On May 1, 2020, the Company completed the acquisition of FSB Bancorp, Inc., a Maryland corporation and the parent holding company of Fairport Savings Bank (“FSB”). On that date, FSB was merged into Evans Bank, a wholly owned banking subsidiary of the Company. At the time of closing, FSB had $321.7 million in total assets, including $272.1 million in net loans receivable and $21.4 million in securities, and $293.1 million in total liabilities, including $237.7 million in deposits and $50.6 million in borrowings. FSB operated 5 banking offices in New York at the date of acquisition. After application of the election, allocation and proration procedures contained in the merger agreement, the Company paid $17.1 million in cash and issued 422,475 shares of Evans Bancorp, Inc. common stock in exchange for all of the shares of common stock of FSB Bancorp, Inc. outstanding at the time of the acquisition. The $11.7 million fair value of the shares issued as part of the consideration paid for FSB was determined on the basis of the closing market price of the Company’s shares on April 30, 2020.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. Management engaged a third-party specialist to develop the fair value estimate of certain FSB’s assets and liabilities as of the acquisition date. The assets and liabilities, both tangible and intangible were recorded at their fair values as of May 1, 2020. The application of the acquisition method of accounting resulted in the recognition of goodwill of $1.8 million and a core deposit intangible of $0.2 million. Goodwill arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies and is not tax deductible.
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The Company recorded the assets acquired and liabilities assumed through the merger at fair value as summarized in the following table:


		As Recorded		Fair Value			As Recorded
		by FSB		Adjustments			at Acquisition
				(in thousands)
Cash and due from banks	$	1,978	$	-		$	1,978
Interest-bearing deposit at banks		9,339		-			9,339
Securities		21,371		106	(a)		21,477
FHLB Stock		2,614		-			2,614
Loans receivable		273,869		(2,484)	(b)		271,385
Allowance for loan losses		(1,706)		1,706	(c)		-
Premises and equipment		2,303		(56)	(d)		2,247
Intangible assets		-		166	(e)		166
Bank owned life insurance		3,891		-			3,891
Operating lease right-of-use asset		2,020		374	(f)		2,394
Other assets		6,033		1,640	(g)		7,673
Total assets acquired	$	321,712	$	1,452		$	323,164

Deposits		237,688		1,485	(h)		239,173
Other borrowed funds		50,597		1,929	(i)		52,526
Operating lease liability		2,217		176	(j)		2,393
Other liabilities		2,557		(573)	(k)		1,984
Total liabilities assumed	$	293,059	$	3,017		$	296,076

Net assets acquired							27,088
Purchase price							28,856
Goodwill recorded in merger						$	1,768

Explanation of certain fair value related adjustments:

(a)Represents the fair value adjustments on investment securities.

(b)Represents the fair value adjustments on the net book value of loans, which includes an interest rate mark and credit mark adjustment and the write-off of deferred fees/costs and premiums.

(c)Represents the elimination of FSB’s allowance for loan losses.

(d)Represents the fair value adjustments to reflect the fair value of land and buildings and premises and equipment, which will be amortized on a straight-line basis over the estimated useful lives of the individual assets.

(e)Represents the intangible assets recorded to reflect the fair value of core deposits. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated average life of the deposit base.

(f)Represents the fair value adjustments on operating lease right of use assets.

(g)Represents an adjustment to other assets acquired. The largest adjustment was to net deferred tax assets resulting from the fair value adjustments related to the acquired assets, liabilities assumed and identifiable intangible assets recorded.

(h)Represents fair value adjustments on time deposits, which will be treated as a reduction of interest expense over the remaining term of the time deposits.

(i)Represents the fair value adjustments on FHLB borrowings, which will be treated as a decrease to interest expense over the life of the borrowings.

(j)Represents the fair value adjustments on operating lease liabilities.

(k)Represents an adjustment to other liabilities assumed.

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The fair value of loans acquired from FSB were estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of FSB’s allowance for loan losses associated with the loans that were acquired, as the loans were initially recorded at fair value on the date of the FSB merger.

The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years and the amortization is based on dollar weighted deposit runoff on an annualized basis.

Goodwill is not amortized for book purposes; however, it is reviewed at least annually for impairment and is not deductible for tax purposes.

The fair value of land and buildings was estimated using appraisals. Acquired equipment was not material. Buildings are amortized over their estimated useful lives of approximately 39 years. Improvements and equipment are amortized or depreciated over their estimated useful lives ranging up to 10 years.

The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities.

Other borrowed funds include borrowings from the Federal Home Loan Bank (“FHLB”). The fair value of these borrowings was estimated by discounting the contractual future cash flows using FHLB rates offered of similar maturities.

Direct acquisition and other charges incurred in connection with the FSB merger were expensed as incurred and totaled $6.0 million for the nine months ended September 30, 2020. These expenses were recorded in merger-related expense on the consolidated statements of income. There were no merger-related expenses during the nine months ended September 30, 2021.

The following table presents selected unaudited pro forma financial information reflecting the FSB merger assuming it was completed as of January 1, 2020. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the FSB merger actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full year period. The unaudited pro forma information is based on the actual financial statements of the Company for the periods presented, and on the actual financial statements of FSB for the three and nine months ended September 30, 2020.


	Three months ended			Nine months ended
	September 30, 2020			September 30, 2020
	(in thousands)
Net interest income after provision	$	13,250	$	40,014
Non-interest income		5,857		14,023
Non-interest expense		13,944		42,905
Net income		4,554		9,046

The unaudited supplemental pro forma information for the three and nine months ended September 30, 2020 set forth above reflects adjustments related to (a) purchase accounting fair value adjustments; (b) amortization of core deposit; and (c) adjustments to interest income and expense due to amortization of premiums and accretion of discounts. Direct merger-related expenses incurred in the three and nine months ended September 30, 2020 are assumed to have occurred prior to January 1, 2020. Furthermore, the unaudited supplemental pro forma information does not reflect management’s estimate of any revenue enhancement opportunities or anticipated potential cost savings.

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3. SECURITIES

The amortized cost of securities and their approximate fair value at September 30, 2021 and December 31, 2020 were as follows:



	September 30, 2021
	(in thousands)

	Amortized		Unrealized				Fair
	Cost		Gains		Losses		Value

Available for Sale:
Debt securities:
U.S. treasuries and government agencies	$	87,010	$	404	$	(1,833)	$	85,581
States and political subdivisions		6,367		110		(5)		6,472
Total debt securities		93,377		514		(1,838)		92,053

Mortgage-backed securities:
FNMA		58,943		449		(778)		58,614
FHLMC		23,577		93		(305)		23,365
GNMA		21,093		23		(340)		20,776
SBA		18,694		582		(39)		19,237
CMO		39,560		397		(514)		39,443
Total mortgage-backed securities		161,867		1,544		(1,976)		161,435

Total securities designated as available for sale	$	255,244	$	2,058	$	(3,814)	$	253,488

Held to Maturity:
Debt securities
States and political subdivisions	$	4,733	$	22	$	-	$	4,755

Total securities designated as held to maturity	$	4,733	$	22	$	-	$	4,755



	December 31, 2020
	(in thousands)

	Amortized		Unrealized				Fair
	Cost		Gains		Losses		Value

Available for Sale:
Debt securities:
U.S. treasuries and government agencies	$	67,619	$	731	$	(252)	$	68,098
States and political subdivisions		7,362		169		(7)		7,524
Total debt securities		74,981		900		(259)		75,622

Mortgage-backed securities:
FNMA		24,265		654		(50)		24,869
FHLMC		3,739		111		(1)		3,849
GNMA		2,006		58		(1)		2,063
SBA		20,949		914		(33)		21,830
CMO		33,217		946		-		34,163
Total mortgage-backed securities		84,176		2,683		(85)		86,774

Total securities designated as available for sale	$	159,157	$	3,583	$	(344)	$	162,396

Held to Maturity:
Debt securities
States and political subdivisions	$	4,204	$	67	$	-	$	4,271

Total securities designated as held to maturity	$	4,204	$	67	$	-	$	4,271

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Available for sale securities with a total fair value of $216 million and $135 million at September 30, 2021 and December 31, 2020, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law.

The scheduled maturities of debt and mortgage-backed securities at September 30, 2021 are summarized below. All maturity amounts are contractual maturities. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations with or without call premiums.




	September 30, 2021
	Amortized		Estimated
	cost		fair value
	(in thousands)

Debt securities available for sale:

Due in one year or less	$	972	$	977
Due after one year through five years		11,793		12,121
Due after five years through ten years		42,519		42,409
Due after ten years		38,093		36,546
		93,377		92,053

Mortgage-backed securities
available for sale		161,867		161,435

Total	$	255,244	$	253,488

Debt securities held to maturity:

Due in one year or less	$	3,883	$	3,884
Due after one year through five years		442		457
Due after five years through ten years		339		340
Due after ten years		69		74
Total	$	4,733	$	4,755

Contractual maturities of the Company’s mortgage-backed securities generally exceed ten years; however, the effective lives may be significantly shorter due to prepayments of the underlying loans and due to the nature of these securities.

There were no gross realized gains or losses from sales of investment securities for the three and nine month periods ended September 30, 2021. During the three months ended September 30, 2020, the Company received $23.3 million from the sale of investment securities. Gross realized gains from sales of investment securities for the three month and nine month periods ended September 30, 2020 were $0.7 million. Information regarding unrealized losses within the Company’s available for sale securities at September 30, 2021 and December 31, 2020 is summarized below. The securities are primarily U.S. government-guaranteed agency securities or municipal securities.

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	September 30, 2021

		Less than 12 months				12 months or longer				Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses
		(in thousands)
Available for Sale:
Debt securities:
U.S. treasuries and government agencies	$	35,432	$	(689)	$	23,845	$	(1,144)	$	59,277	$	(1,833)
States and political subdivisions		-		-		202		(5)		202		(5)
Total debt securities		35,432		(689)		24,047		(1,149)		59,479		(1,838)

Mortgage-backed securities:
FNMA		40,345		(777)		171		(1)		40,516		(778)
FHLMC		17,490		(305)		78		-		17,568		(305)
GNMA		19,548		(339)		146		(1)		19,694		(340)
SBA		2,841		(8)		1,347		(31)		4,188		(39)
CMO		19,902		(514)		-		-		19,902		(514)
Total mortgage-backed securities		100,126		(1,943)		1,742		(33)		101,868		(1,976)

Held to Maturity:
Debt securities:
States and political subdivisions		335		-		-		-		335		-

Total temporarily impaired
securities	$	135,893	$	(2,632)	$	25,789	$	(1,182)	$	161,682	$	(3,814)


	December 31, 2020

		Less than 12 months				12 months or longer				Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses
		(in thousands)
Available for Sale:
Debt securities:
U.S. treasuries and government agencies	$	33,801	$	(252)	$	-	$	-	$	33,801	$	(252)
States and political subdivisions		207		(1)		180		(6)		387		(7)
Total debt securities		34,008		(253)		180		(6)		34,188		(259)

Mortgage-backed securities:
FNMA		3,354		(39)		1,391		(11)		4,745		(50)
FHLMC		182		(1)		-		-		182		(1)
GNMA		154		(1)		-		-		154		(1)
SBA		-		-		1,392		(33)		1,392		(33)
CMO		121		-		-		-		121		-
Total mortgage-backed securities		3,811		(41)		2,783		(44)		6,594		(85)

Held to Maturity:
Debt securities:
States and political subdivisions		-		-		-		-		-		-

Total temporarily impaired
securities	$	37,819	$	(294)	$	2,963	$	(50)	$	40,782	$	(344)

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Management has assessed the securities available for sale in an unrealized loss position at September 30, 2021 and December 31, 2020 and determined the decline in fair value below amortized cost to be temporary. In making this determination, management considered the period of time the securities were in a loss position, the percentage decline in comparison to the securities’ amortized cost, and the financial condition of the issuer (primarily government or government-sponsored enterprises). In addition, management does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost. Management believes the decline in fair value is primarily related to market interest rate fluctuations and not to the credit deterioration of the individual issuers.

The Company has not recorded any other-than-temporary impairment (“OTTI”) charges during the three and nine months ended September 30, 2021 and did not record any OTTI charges during 2020. The credit worthiness of the Company’s securities portfolio is largely reliant on the ability of U.S. government sponsored agencies such as Federal Home Loan Bank (“FHLB”), Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”), and Federal Home Loan Mortgage Corporation (“FHLMC”), and municipalities throughout New York State to meet their obligations. In addition, dysfunctional markets could materially alter the liquidity, interest rate, and pricing risk of the portfolio. The stable past performance is not a guarantee for similar performance of the Company’s securities portfolio in future periods.

4. LOANS AND THE ALLOWANCE FOR LOAN LOSSES

Loan Portfolio Composition

The following table presents selected information on the composition of the Company’s loan portfolio as of the dates indicated:


	September 30, 2021		December 31, 2020
Mortgage loans on real estate:	(in thousands)
Residential mortgages	$	403,413	$	365,351
Commercial and multi-family		717,274		706,276
Construction-Residential		5,778		7,509
Construction-Commercial		125,572		106,559
Home equities		81,071		82,602
Total real estate loans		1,333,108		1,268,297

Commercial and industrial loans		284,894		430,350
Consumer and other loans		336		151
Unaccreted yield adjustments*		(4,176)		(5,004)
Total gross loans		1,614,162		1,693,794

Allowance for loan losses		(18,051)		(20,415)

Loans, net	$	1,596,111	$	1,673,379

* Includes net premiums and discounts on acquired loans and net deferred fees and costs on loans originated, including $3.2 million and $4.6 million of PPP fees at September 30, 2021 and December 31, 2020, respectively.

On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) established a loan program administered through the U.S. Small Business Administration (“SBA”), referred to as the Paycheck Protection Program (“PPP”). PPP loans are 100% guaranteed by the SBA and are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years (loans made before June 5, 2020) or five years (loans made on or after June 5, 2020), if not forgiven, in whole or in part. Payments are deferred until either the date on which the SBA remits the amount of forgiveness proceeds to the lender or the date that is 10 months after the last day of the covered period if the borrower does not apply for forgiveness within that 10 month period. At September 30, 2021, the Company had originated PPP loans totaling $298 million, included in commercial and industrial loans. As of September 30, 2021, $222 million in PPP loans had received SBA forgiveness. PPP loans did not impact the Company’s allowance for loan losses as a result of the SBA guarantees. Fees collected from the SBA for these loans totaled $12.4 million as of September 30, 2021. These fees are deferred and amortized into interest income over the contractual period of the loan. Upon SBA forgiveness or sale of a PPP loan, unamortized fees are then recognized into interest income. In the three and nine month periods ended September 30, 2021 the total amount of PPP fees recognized into interest income was $2.1 million and $6.3 million, respectively. PPP fees recognized into interest income during the three and nine month periods ended September 30, 2020 were $0.9 million and $1.5 million, respectively.

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At September 30, 2021, the outstanding principal balance and the carrying amount of acquired credit-impaired loans totaled $0.8 million.

At December 31, 2020, the outstanding principal balance and carrying amount of acquired credit-impaired loans totaled $0.9 million and $0.8 million, respectively. There was less than $0.1 million of valuation allowances for specifically identified impairment attributable to acquired credit-impaired loans at September 30, 2021. The Company is not recording interest on the acquired credit-impaired loans due to the uncertainty of the cash flows relating to such loans.

At September 30, 2021, the Company’s FHLMC loan serving portfolio was $75 million in principal balances in which residential real estate loans were sold to FHLMC and the servicing rights are retained by the Company. No loans were sold to FHLMC by the Company during the three and nine month periods ending September 30, 2021 and 2020.

The Company may also sell certain fixed rate residential mortgages to FNMA while maintaining the servicing rights for those mortgages. At September 30, 2021, the Company’s FNMA loan servicing portfolio was $64 million in principal balances. In the three and nine month periods ended September 30, 2021, the Company did not sell mortgages to FNMA. In the three and nine month periods ended September 30, 2020, the Company sold mortgages to FNMA totaling $7.2 million and $15.0 million, respectively.

At September 30, 2021 and December 31, 2020, the Company had loan servicing portfolio principal balances of $139 million and $171 million, respectively, upon which it earned servicing fees. The fair value of the mortgage servicing rights for that portfolio was $0.9 million at September 30, 2021 and December 31, 2020.

At September 30, 2021 there were $0.3 million of residential mortgages held for sale. At December 31, 2020 there were $0.8 million in residential mortgages held for sale.

There were $639 million and $630 million in residential and commercial mortgage loans pledged to FHLBNY to serve as collateral for potential borrowings as of September 30, 2021 and December 31, 2020, respectively.

Disclosures related to the basis for accounting for loans, the method for recognizing interest income on loans, the policy for placing loans on nonaccrual status and the subsequent recording of payments and resuming accrual of interest, the policy for determining past due status, a description of the Company’s accounting policies and methodology used to estimate the allowance for loan losses, the policy for charging-off loans, the accounting policies for impaired loans, the accounting policy for loans acquired in a business combination, and more descriptive information on the Company’s credit risk ratings are all contained in the Notes to the Audited Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Credit Quality Indicators

The Company monitors the credit risk in its loan portfolio by reviewing certain credit quality indicators (“CQI”). The primary CQI for the commercial mortgage and commercial and industrial portfolios is the individual loan’s credit risk rating. The following list provides a description of the credit risk ratings that are used internally by the Bank when assessing the adequacy of its allowance for loan losses:

Acceptable or better

Watch

Special Mention

Substandard

Doubtful

Loss

“Special mention” and “substandard” loans are weaker credits with a higher risk of loss and are categorized as “criticized” assets.

The Company’s consumer loans, including residential mortgages and home equities, are not individually risk rated or reviewed in the Company’s loan review process. Unlike commercial customers, consumer loan customers are not required to provide the Company with updated financial information. Consumer loans also carry smaller balances. Given the lack of updated information after the initial underwriting of the loan and small size of individual loans, the Company uses delinquency status as the primary credit quality indicator for consumer loans. However, once a consumer loan is identified as impaired, it is individually evaluated for impairment.

The Company continues to evaluate its loan portfolio in response to the economic impact of the COVID-19 pandemic on its clients. During 2020 the Company reclassified all commercial loans that received a deferral into the watch or criticized categories. The Company reassesses these classifications as the clients return to making payments as contracted. During the third quarter of 2020, the Company identified a well-defined weakness in the hotel industry and classified the loans to clients within that industry as substandard. As of September 30, 2021, the Company’s hotel loan portfolio totaled approximately $79 million, of which the Company upgraded $20 million out of the criticized loan category and $2.2 million was classified as nonaccrual during the third quarter of 2021. At September 30, 2021

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hotel loans classified as substandard comprised approximately 5.2% of total commercial loans. Total criticized assets were $121 million at September 30, 2021 and $140 million at the end of the 2020.

The following tables provide data, at the class level, of credit quality indicators of certain loans for the dates specified:



	September 30, 2021
	(in thousands)
Corporate Credit Exposure – By Credit Rating	Commercial Real Estate Construction		Commercial and Multi-Family Mortgages		Total Commercial Real Estate		Commercial and Industrial
Acceptable or better	$	89,124	$	432,586	$	521,710	$	204,311
Watch		16,893		200,741		217,634		62,647
Special Mention		8,224		31,487		39,711		7,663
Substandard		11,331		52,460		63,791		10,273
Doubtful/Loss		-		-		-		-
Total	$	125,572	$	717,274	$	842,846	$	284,894




	December 31, 2020
	(in thousands)
Corporate Credit Exposure – By Credit Rating	Commercial Real Estate Construction		Commercial and Multi-Family Mortgages		Total Commercial Real Estate		Commercial and Industrial
Acceptable or better	$	59,020	$	317,854	$	376,874	$	314,322
Watch		17,218		300,061		317,279		95,117
Special Mention		2,041		17,656		19,697		6,555
Substandard		28,280		70,705		98,985		14,356
Doubtful/Loss		-		-		-		-
Total	$	106,559	$	706,276	$	812,835	$	430,350

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Past Due Loans

The following tables provide an analysis of the age of the recorded investment in loans that are past due as of the dates indicated:



	September 30, 2021
	(in thousands)

		Current							Non-accruing		Total
		Balance	30-59 days		60-89 days		90+ days		Loans		Balance

Commercial and industrial	$	275,206	$	155	$	3,846	$	200	$	5,487	$	284,894
Residential real estate:
Residential		397,902		50		1,905		-		3,556		403,413
Construction		5,778		-		-		-		-		5,778
Commercial real estate:
Commercial		705,201		-		147		276		11,650		717,274
Construction		120,683		-		1,632		-		3,257		125,572
Home equities		79,602		309		123		-		1,037		81,071
Consumer and other		333		2		1		-		-		336
Total Loans	$	1,584,705	$	516	$	7,654	$	476	$	24,987	$	1,618,338

Note: Loan balances do not include $(4.2) million of unaccreted yield adjustments as of September 30, 2021.



	December 31, 2020
	(in thousands)

		Current							Non-accruing		Total
		Balance	30-59 days		60-89 days		90+ days		Loans		Balance

Commercial and industrial	$	419,409	$	4,240	$	122	$	94	$	6,485	$	430,350
Residential real estate:
Residential		357,135		4,156		1,262		109		2,689		365,351
Construction		7,509		-		-		-		-		7,509
Commercial real estate:
Commercial		667,426		20,024		4,166		-		14,660		706,276
Construction		94,030		5,616		4,062		-		2,851		106,559
Home equities		80,044		744		604		14		1,196		82,602
Consumer and other		111		6		14		17		3		151
Total Loans	$	1,625,664	$	34,786	$	10,230	$	234	$	27,884	$	1,698,798

Note: Loan balances do not include $(5.0) million of unaccreted yield adjustments as of December 31, 2020.
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Allowance for loan losses

The following tables present the activity in the allowance for loan losses according to portfolio segment for the three month periods ended September 30, 2021 and 2020.



	Three months ended September 30, 2021
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total

Allowance for loan	(in thousands)
losses:
Beginning balance	$	3,790	$	13,925	$	58	$	1,694		475	$	19,942
Charge-offs		(424)		-		(29)		-		-		(453)
Recoveries		15		-		4		-		2		21
Provision (Credit)		(228)		(1,555)		(12)		259		77		(1,459)
Ending balance	$	3,153	$	12,370	$	21	$	1,953	$	554	$	18,051

*Includes construction loans



	Three months ended September 30, 2020
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total

Allowance for loan	(in thousands)
losses:
Beginning balance	$	5,260	$	11,625	$	233	$	1,147	$	489	$	18,754
Charge-offs		(124)		(5)		(14)		-		-		(143)
Recoveries		105		-		4		-		-		109
Provision (Credit)		(23)		1,843		(187)		218		30		1,881
Ending balance	$	5,218	$	13,463	$	36	$	1,365	$	519	$	20,601

* Includes construction loans

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The following tables present the activity in the allowance for loan losses according to portfolio segment for the nine month periods ended September 30, 2021 and 2020.




	Nine months ended September 30, 2021
	(in thousands)
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total
Allowance for loan
losses:
Beginning balance	$	4,882	$	13,249	$	45	$	1,658	$	581	$	20,415
Charge-offs		(424)		-		(120)		-		-		(544)
Recoveries		58		-		26		-		2		86
Provision (Credit)		(1,363)		(879)		70		295		(29)		(1,906)
Ending balance	$	3,153	$	12,370	$	21	$	1,953	$	554	$	18,051

* Includes construction loans



	Nine months ended September 30, 2020
	(in thousands)
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total
Allowance for loan
losses:
Beginning balance	$	4,547	$	9,005	$	155	$	1,071	$	397	$	15,175
Charge-offs		(143)		(5)		(44)		(29)		(4)		(225)
Recoveries		141		11		22		-		-		174
Provision (Credit)		673		4,452		(97)		323		126		5,477
Ending balance	$	5,218	$	13,463	$	36	$	1,365	$	519	$	20,601

* Includes construction loans

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The following table presents the allocation of the allowance for loan losses according to portfolio segment summarized on the basis of the Company’s impairment methodology as of September 30, 2021 and December 31, 2020:



	September 30, 2021
	(in thousands)
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total
Allowance for loan
losses:
Ending balance:
Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	42	$	-	$	42

Individually evaluated for impairment		132		478		-		9		41		660

Collectively evaluated for impairment		3,021		11,892		21		1,902		513		17,349
Total	$	3,153	$	12,370	$	21	$	1,953	$	554	$	18,051

Loans:
Ending balance:
Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	812	$	-	$	812

Individually evaluated for impairment		5,487		18,142		-		3,116		1,428		28,173

Collectively evaluated for impairment		279,407		824,704		336		405,263		79,643		1,589,353
Total	$	284,894	$	842,846	$	336	$	409,191	$	81,071	$	1,618,338

Note: Loan balances do not include $(4.2) million of unaccreted yield adjustments as of September 30, 2021.

* Includes construction loans

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	December 31, 2020
	(in thousands)
	Commercial and Industrial		Commercial Real Estate Mortgages*		Consumer and Other		Residential Mortgages*		Home Equities		Total
Allowance for loan
losses:
Ending balance:
Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	-	$	-	$	-

Individually evaluated for impairment		994		539		3		-		11		1,547

Collectively evaluated for impairment		3,888		12,710		42		1,658		570		18,868
Total	$	4,882	$	13,249	$	45	$	1,658	$	581	$	20,415

Loans:
Ending balance:
Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	860	$	-	$	860

Individually evaluated for impairment		6,485		18,004		3		2,874		1,624		28,990

Collectively evaluated for impairment		423,865		794,831		148		369,126		80,978		1,668,948
Total	$	430,350	$	812,835	$	151	$	372,860	$	82,602	$	1,698,798

Note: Loan balances do not include $(5.0) million of unaccreted yield adjustments as of December 31, 2020.

* Includes construction loans

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Impaired Loans

The following tables provide data, at the class level, for impaired loans as of the dates indicated:



		At September 30, 2021
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:		(in thousands)
Commercial and industrial	$	4,050	$	4,775	$	-	$	4,217	$	3
Residential real estate:
Residential		3,054		3,387		-		4,043		21
Construction		-		-		-		-		-
Commercial real estate:
Commercial		14,709		16,394		-		14,820		228
Construction		-		-		-		-		-
Home equities		1,319		1,551		-		1,560		7
Consumer and other		-		-		-		-		-
Total impaired loans	$	23,132	$	26,107	$	-	$	24,640	$	259


		At September 30, 2021
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:		(in thousands)
Commercial and industrial	$	1,437	$	1,502	$	132	$	1,440	$	26
Residential real estate:
Residential		830		905		51		713		1
Construction		-		-		-		-		-
Commercial real estate:
Commercial		176		197		25		194		-
Construction		3,257		3,375		453		3,305		2
Home equities		109		109		41		109		-
Consumer and other		-		-		-		-		-
Total impaired loans	$	5,809	$	6,088	$	702	$	5,761	$	29

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		At September 30, 2021
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Total:		(in thousands)
Commercial and industrial	$	5,487	$	6,277	$	132	$	5,657	$	29
Residential real estate:
Residential		3,884		4,292		51		4,756		22
Construction		-		-		-		-		-
Commercial real estate:
Commercial		14,885		16,591		25		15,014		228
Construction		3,257		3,375		453		3,305		2
Home equities		1,428		1,660		41		1,669		7
Consumer and other		-		-		-		-		-
Total impaired loans	$	28,941	$	32,195	$	702	$	30,401	$	288



		At December 31, 2020
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:		(in thousands)
Commercial and industrial	$	1,706	$	1,947	$	-	$	1,952	$	8
Residential real estate:
Residential		3,703		4,069		-		3,754		60
Construction		-		-		-		-		-
Commercial real estate:
Commercial		12,210		12,840		-		12,397		209
Construction		1,295		1,352		-		1,315		-
Home equities		1,515		1,741		-		1,565		23
Consumer and other		-		-		-		-		-
Total impaired loans	$	20,429	$	21,949	$	-	$	20,983	$	300

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		At December 31, 2020
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:		(in thousands)
Commercial and industrial	$	4,779	$	4,993	$	994	$	4,938	$	25
Residential real estate:
Residential		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate:
Commercial		2,943		2,953		153		2,943		10
Construction		1,556		1,556		386		1,556		53
Home equities		109		109		11		109		1
Consumer and other		3		3		3		3		-
Total impaired loans	$	9,390	$	9,614	$	1,547	$	9,549	$	89


		At December 31, 2020
		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Total:		(in thousands)
Commercial and industrial	$	6,485	$	6,940	$	994	$	6,890	$	33
Residential real estate:
Residential		3,703		4,069		-		3,754		60
Construction		-		-		-		-		-
Commercial real estate:
Commercial		15,153		15,793		153		15,340		219
Construction		2,851		2,908		386		2,871		53
Home equities		1,624		1,850		11		1,674		24
Consumer and other		3		3		3		3		-
Total impaired loans	$	29,819	$	31,563	$	1,547	$	30,532	$	389

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Troubled debt restructurings

The following tables summarize the loans that were classified as troubled debt restructurings (“TDRs”) as of the dates indicated:



		September 30, 2021
		(in thousands)
		Total		Nonaccruing		Accruing		Related Allowance
Commercial and industrial	$	1,055	$	1,055	$	-	$	2
Residential real estate:
Residential		1,001		629		372		-
Construction		-		-		-		-
Commercial real estate:
Commercial and multi-family		3,235		-		3,235		-
Construction		-		-		-		-
Home equities		500		109		391		-
Consumer and other		-		-		-		-
Total TDR loans	$	5,791	$	1,793	$	3,998	$	2



		December 31, 2020
		(in thousands)
		Total		Nonaccruing		Accruing		Related Allowance
Commercial and industrial	$	1,722	$	1,722	$	-	$	370
Residential real estate:
Residential		1,632		587		1,045		-
Construction		-		-		-		-
Commercial real estate:
Commercial and multi-family		3,408		2,915		493		-
Construction		-		-		-		-
Home equities		552		124		428		-
Consumer and other		-		-		-		-
Total TDR loans	$	7,314	$	5,348	$	1,966	$	370

Any TDR that is placed on non-accrual is not reverted back to accruing status until the borrower makes timely payments as contracted for at least six months and future collection under the revised terms is probable. All of the Company’s restructurings were allowed in an effort to maximize its ability to collect on loans where borrowers were experiencing financial difficulty.

The reserve for a TDR is based upon the present value of the future expected cash flows discounted at the loan’s original effective interest rate or upon the fair value of the collateral less costs to sell, if the loan is deemed collateral dependent. This reserve methodology is used because all TDR loans are considered impaired.

The Company’s TDRs have various agreements that involve deferral of principal payments, or interest-only payments, for a period (usually 12 months or less) to allow the borrower time to improve cash flow or sell the property. Other common concessions leading to the designation of a TDR are lines of credit that are termed-out and/or extensions of maturities at rates that are less than the prevailing market rates given the risk profile of the borrower.

In late March 2020, federal banking regulators issued guidance that modifications made to a borrower affected by the COVID-19 pandemic and governmental shutdown orders do not need to be identified as a TDR if the loan was current at the time a modification plan was implemented. The CARES Act also addressed COVID-19 related modifications and specified that such modifications made on loans that were current as of December 31, 2019 are not TDRs. The Company had applied this guidance and during 2020 had made 381 modifications of commercial loans with principal balances totaling $368 million, and approximately 298 modifications of consumer

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loans with principal balances totaling $37 million. COVID-19 related modifications made during the nine months ended September 30, 2021 were not material.

The following tables present TDR activity by the type of concession granted to the borrower for the three and nine month periods ended September 30, 2021 and 2020.



	Three months ended September 30, 2021					Three months ended September 30, 2020
	(Recorded Investment in thousands)					(Recorded Investment in thousands)
Troubled Debt Restructurings by Type of Concession	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial and Industrial	-	$	-	$	-	-	$	-	$	-
Residential Real Estate & Construction:
Extension of maturity and
interest rate reduction	-		-		-	1		97		97
Commercial Real Estate & Construction	-		-		-	-		-		-
Home Equities	-		-		-	-		-		-
Consumer and other loans	-		-		-	-		-		-
Other	-		-		-	-		-		-


	Nine months ended September 30, 2021					Nine months ended September 30, 2020
	(Recorded Investment in thousands)					(Recorded Investment in thousands)
Troubled Debt Restructurings by Type of Concession	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial and Industrial	-	$	-	$	-	-	$	-	$	-
Residential Real Estate & Construction:
Combination of concessions	-		-		-	1		56		56
Extension of maturity and
interest rate reduction	-		-		-	1		97		97
Commercial Real Estate & Construction	-		-		-	-		-		-
Home Equities
Consumer and other loans	-		-		-	-		-		-

The general practice of the Bank is to work with borrowers so that they are able to repay their loan in full. If a borrower continues to be delinquent or cannot meet the terms of a TDR and the loan is determined to be uncollectible, the loan will be charged-off to its collateral value. A loan is considered in default when the loan is 90 days past due. Loans which were classified as TDRs during the previous 12 months which defaulted during the three and nine month periods ended September 30, 2021 and 2020 were not material.

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5. COMMON EQUITY AND EARNINGS PER SHARE DATA

The common stock per share information is based upon the weighted average number of shares outstanding during each period. For the three and nine month periods ended September 30, 2021, the Company had an average of 57,705 and 52,128 dilutive shares outstanding, respectively. The Company had an average of 18,955 and 35,564 dilutive shares outstanding for the three and nine month periods ended September 30, 2020.

Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive and not included in calculating diluted earnings per share. For the three and nine month periods ended September 30, 2021, there was an average of 39,390 and 80,614 potentially anti-dilutive shares outstanding, respectively, that were not included in calculating diluted earnings per share because their effect was anti-dilutive. For the three and nine month periods ended September 30, 2020, there was an average of 150,783 and 81,770 potentially anti-dilutive shares outstanding.

6. OTHER COMPREHENSIVE INCOME

The following tables summarize the changes in the components of accumulated other comprehensive income during the three and nine month periods ended September 30, 2021 and 2020:


	Balance at June 30, 2021		Net Change		Balance at September 30, 2021
	(in thousands)
Net unrealized gain (loss) on investment securities	$	230	$	(1,530)	$	(1,300)
Net defined benefit pension plan adjustments		(2,965)		75		(2,890)
Total	$	(2,735)	$	(1,455)	$	(4,190)


	Balance at June 30, 2020		Net Change		Balance at September 30, 2020
	(in thousands)
Net unrealized gain (loss) on investment securities	$	3,545	$	(833)	$	2,712
Net defined benefit pension plan adjustments		(2,928)		90		(2,838)
Total	$	617	$	(743)	$	(126)


	Balance at December 31, 2020		Net Change		Balance at September 30, 2021
	(in thousands)
Net unrealized gain (loss) on investment securities	$	2,397	$	(3,697)	$	(1,300)
Net defined benefit pension plan adjustments		(3,116)		226		(2,890)
Total	$	(719)	$	(3,471)	$	(4,190)


	Balance at December 31, 2019		Net Change		Balance at September 30, 2020
	(in thousands)
Net unrealized gain on investment securities	$	522	$	2,190	$	2,712
Net defined benefit pension plan adjustments		(3,105)		267		(2,838)
Total	$	(2,583)	$	2,457	$	(126)

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	Three months ended September 30, 2021						Three months ended September 30, 2020
	(in thousands)						(in thousands)
	Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount		Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount
Unrealized loss on investment
securities:
Unrealized loss on investment
securities	$	(2,066)	$	536	$	(1,530)	$	(455)	$	116	$	(339)
Reclassification from accumulated other
comprehensive income for gain on sale of
securities		-		-		-		(667)		173		(494)
Net change		(2,066)		536		(1,530)		(1,122)		289		(833)

Defined benefit pension plan
adjustments:
Amortization of prior service cost		7		(2)		5		7		(1)		6
Amortization of actuarial loss		95		(25)		70		113		(29)		84
Net change		102		(27)		75		120		(30)		90

Other comprehensive loss	$	(1,964)	$	509	$	(1,455)	$	(1,002)	$	259	$	(743)



	Nine months ended September 30, 2021						Nine months ended September 30, 2020
	(in thousands)						(in thousands)
	Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount		Before-Tax Amount		Income Tax (Provision) Benefit		Net-of-Tax Amount
Unrealized (loss) gain on investment
securities:
Unrealized (loss) gain on investment
securities	$	(4,995)	$	1,298	$	(3,697)	$	3,623	$	(939)	$	2,684
Reclassification from accumulated other
comprehensive income for gain on sale of
securities		-		-		-		(667)		173		(494)
Net change		(4,995)		1,298		(3,697)		2,956		(766)		2,190

Defined benefit pension plan
adjustments:
Amortization of prior service cost		23		(7)		16		23		(6)		17
Amortization of actuarial loss		285		(75)		210		339		(89)		250
Net change		308		(82)		226		362		(95)		267

Other comprehensive (loss) income	$	(4,687)	$	1,216	$	(3,471)	$	3,318	$	(861)	$	2,457

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7. NET PERIODIC BENEFIT COSTS

On January 31, 2008, the Bank froze its defined benefit pension plan. The plan covered substantially all Bank employees. The plan provides benefits that are based on the employees’ compensation and years of service. Under the freeze, eligible employees will receive, at retirement, the benefits already earned through January 31, 2008, but have not accrued any additional benefits since then. As a result, service cost is no longer incurred.

The Bank uses an actuarial method of amortizing prior service cost and unrecognized net gains or losses which result from actual expense and assumptions being different than those that are projected. The amortization method the Bank used recognized the prior service cost and net gains or losses over the average remaining service period of active employees.

The Bank also maintains a nonqualified supplemental executive retirement plan covering certain members of the Company’s senior management. The Bank uses an actuarial method of amortizing unrecognized net gains or losses which result from actual expense and assumptions being different than those that are projected. The amortization method the Bank uses recognizes the net gains or losses over the average remaining service period of active employees.

The following table presents the net periodic cost for the Bank’s defined benefit pension plan and supplemental executive retirement plan for the three and nine month periods ended September 30, 2021 and 2020:




		Three months ended September 30,

		(in thousands)
					Supplemental Executive
	Pension Benefits				Retirement Plan

	2021		2020		2021		2020

Service cost	$	-	$	-	$	37	$	38
Interest cost		41		50		25		38
Expected return on plan assets		(89)		(81)		-		-
Amortization of prior service cost		-		-		7		7
Amortization of the net loss		24		25		71		88
Net periodic (benefit) cost	$	(24)	$	(6)	$	140	$	171




		Nine months ended September 30,

		(in thousands)
					Supplemental Executive
	Pension Benefits				Retirement Plan

	2021		2020		2021		2020

Service cost	$	-	$	-	$	112	$	116
Interest cost		122		151		75		114
Expected return on plan assets		(266)		(244)		-		-
Amortization of prior service cost		-		-		23		23
Amortization of the net loss		72		76		213		263
Net periodic (benefit) cost	$	(72)	$	(17)	$	423	$	516

The components of net periodic benefit cost other than the service cost component are included in the line item “other expense” in the income statement.

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8. REVENUE RECOGNITION OF NON-INTEREST INCOME

A description of the Company’s material revenue streams in non-interest income accounted for under ASC 606 follows:

Insurance Service and Fees: Insurance services revenue relates to various revenue streams from services provided by TEA and the Bank:

TEA earns commission revenue from selling commercial and personal property and casualty (“P&C”) insurance as well as employee benefits solutions to commercial customers.

TEA has agreements with various insurance companies to sell policies to customers on behalf of the carriers. The performance obligation for TEA is to sell annual P&C policies to commercial customers and consumers. This performance obligation is met when a new policy is sold or when an existing policy renews. The policies are generally one year terms. In the agreements with the respective insurance companies, a commission rate is agreed upon. The commission is recognized at the time of the sale of the policy or when a policy renews.

TEA has signed contracts with insurance carriers that enable TEA to sell benefit plans to commercial customers on behalf of the insurance carriers. The performance obligation for TEA is to sell the plans to commercial customers. After the initial sale when the customer signs an agreement to purchase the offered benefit plan, the performance obligation is met each month when a customer continues utilizing benefit plans from the carrier. The customer does not commit to a specific length of time with the carrier. In the agreements with the respective insurance companies, a commission rate is agreed upon. Revenue is recognized each month when the customer continues with the benefit plan sold by TEA.

TEA also earns contingent profit sharing revenue. The insurance companies measure the loss ratio for TEA’s customers and pay TEA according to how profitable TEA customers are.

TEA has signed written agreements with insurance carriers that document payouts to TEA based on the loss ratios of its customers. The performance obligation for TEA is to maintain a customer base with loss ratios below the agreed upon thresholds. In the contracts with the insurance companies, payout rates based on loss ratios are documented. The consideration is variable as loss ratios vary based on customer experience. TEA’s performance obligation is over the course of the year as its customers’ performance with insurance carriers is measured throughout the year as losses occur. Due to the variable nature of contingent profit sharing revenue, TEA will accrue contingent profit sharing revenue throughout the year based on recent historical results. As loss events occur and overall performance becomes known to TEA, accrual adjustments will be made until the cash is ultimately received.

Financial services commission revenue from the Bank related to wealth management such as life insurance, annuities, and mutual funds sales is also included in the “insurance service and fees” line of the income statement.

The Company earns wealth management fees from its contracts with customers for certain financial services. Fees that are transaction-based are recognized at the point in time that the transaction is executed. Other related services provided include financial planning services and the fees the Bank earns are recognized when the services are rendered.

Insurance claims services revenue is recorded at FCS.

FCS has signed agreements with insurance companies to perform claims services including investigative and adjustment services related to residential and commercial lines. The performance obligation is for FCS to investigate the insurance claims and inspecting the damage to determine the extent of the insurance company’s liability. FCS is paid based on time and materials expended to investigate the claim. The rates paid are determined in the agreement between FCS and the respective insurance companies. Upon completion of its claims inspection work, FCS bills the insurance company for services rendered and recognizes the revenue earned.

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A disaggregation of the total insurance service and other fees for the three and nine months ended September 30, 2021 and 2020 is provided in the tables below:



		Three months ended September 30,
		2021		2020
		(in thousands)
Commercial property and casualty insurance commissions	$	1,426	$	1,439
Personal property and casualty insurance commissions		856		890
Employee benefits sales commissions		231		245
Profit sharing and contingent revenue		410		375
Wealth management and other financial services		161		164
Insurance claims services revenue		77		84
Other insurance-related revenue		30		20
Total insurance service and other fees	$	3,191	$	3,217



		Nine months ended September 30,
		2021		2020
	(in thousands)
Commercial property and casualty insurance commissions	$	3,248	$	3,261
Personal property and casualty insurance commissions		2,517		2,611
Employee benefits sales commissions		692		993
Profit sharing and contingent revenue		1,029		733
Wealth management and other financial services		508		407
Insurance claims services revenue		236		201
Other insurance-related revenue		120		103
Total insurance service and other fees	$	8,350	$	8,309

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9. FAIR VALUE MEASUREMENT

Fair value is defined in ASC Topic 820 “Fair Value Measurement” as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There are three levels of inputs to fair value measurement:


			Level 1 inputs are quoted prices for identical instruments in active markets;
			Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
			Level 3 inputs are unobservable inputs.

Observable market data should be used when available.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table presents, for each of the fair-value hierarchy levels as defined in this footnote, those financial instruments which are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, respectively:


(in thousands)		Level 1		Level 2		Level 3		Fair Value

September 30, 2021
Securities available-for-sale:
US treasuries and government agencies	$	-	$	85,581	$	-	$	85,581
States and political subdivisions		-		6,472		-		6,472
Mortgage-backed securities		-		161,435		-		161,435
Mortgage servicing rights		-		-		930		930

December 31, 2020
Securities available-for-sale:
US treasuries and government agencies	$	-	$	68,098	$	-	$	68,098
States and political subdivisions		-		7,524		-		7,524
Mortgage-backed securities		-		86,774		-		86,774
Mortgage servicing rights		-		-		917		917

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Securities available for sale

Fair values for securities are determined using independent pricing services and market-participating brokers. The Company’s independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. In addition, model processes, such as the Option Adjusted Spread model, are used to assess interest rate impact and develop prepayment scenarios. The models and the process take into account market convention. For each asset class, a team of evaluators gathers information from market sources and integrates relevant credit information, perceived market movements and sector news into the evaluated pricing applications and models. The Company’s service provider may occasionally determine that it does not have sufficient verifiable information to value a particular security. In these cases the Company will utilize valuations from another pricing service.

On a quarterly basis, the Company reviews changes in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. Additionally, on a quarterly basis, the Company has its entire security portfolio priced by a second pricing service to determine consistency with another market evaluator. If, during the Company’s review or when comparing with another servicer, a material difference between pricing evaluations were to exist, the Company would submit an inquiry to the service provider regarding the data used to value a particular security. If the Company determines it has market information that would support a different valuation than the initial evaluation it can submit a challenge for a change to that security’s valuation.

Securities available for sale are classified as Level 2 in the fair value hierarchy as the valuation provided by the third-party provider uses observable market data.

Mortgage servicing rights

Mortgage servicing rights (“MSRs”) do not trade in an active, open market with readily observable prices. Accordingly, the Company obtains the fair value of the MSRs using a third-party pricing provider. The provider determines the fair value by discounting projected net servicing cash flows of the remaining servicing portfolio. The valuation model used by the provider considers market loan prepayment predictions and other economic factors which management considers to be significant unobservable inputs. The fair value of MSRs is mostly affected by changes in mortgage interest rates since rate changes cause the loan prepayment acceleration factors to increase or decrease. MSRs are classified within Level 3 of the fair value hierarchy as the valuation is model driven and primarily based on unobservable inputs.

The following table summarizes the changes in fair value for MSRs:


	Three months ended September 30,
(in thousands)	2021		2020
Mortgage servicing rights - July 1	$	993	$	1,031
Losses included in earnings		(63)		(89)
Additions from loan sales		-		65
Mortgage servicing rights - September 30	$	930	$	1,007


	Nine months ended September 30,
(in thousands)	2021		2020
Mortgage servicing rights - January 1	$	917	$	555
Gains/(Losses) included in earnings		13		(289)
Additions from business combinations		-		639
Additions from loan sales		-		102
Mortgage servicing rights - September 30	$	930	$	1,007

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Quantitative information about the significant unobservable inputs used in the fair value measurement of MSRs at the respective dates is as follows:


	September 30, 2021		December 31, 2020
Servicing fees	0.25	%	0.25	%
Discount rate	9.01	%	9.04	%
Prepayment rate (CPR)	8.09	%	9.73	%

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The following table presents for each of the fair-value hierarchy levels as defined in this footnote, those financial instruments which are measured at fair value on a nonrecurring basis September 30, 2021 and December 31, 2020:



(in thousands)		Level 1		Level 2		Level 3		Fair Value

September 30, 2021
Collateral dependent impaired loans	$	-	$	-	$	7,149	$	7,149

December 31, 2020
Collateral dependent impaired loans	$	-	$	-	$	7,496	$	7,496

Collateral dependent impaired loans

The Company evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

The Company has an appraisal policy in which appraisals are obtained upon a commercial loan being downgraded on the Company’s internal loan rating scale to a special mention or a substandard depending on the amount of the loan, the type of loan and the type of collateral. All impaired commercial loans are graded substandard or worse on the internal loan rating scale. For consumer loans, the Company obtains appraisals when a loan becomes 90 days past due or is determined to be impaired, whichever occurs first. Subsequent to the downgrade or reaching 90 days past due, if the loan remains outstanding and impaired for at least one year more, management may require another follow-up appraisal. Between receipts of updated appraisals, if necessary, management may perform an internal valuation based on any known changing conditions in the marketplace such as sales of similar properties, a change in the condition of the collateral, or feedback from local appraisers. Collateral dependent impaired loans had a recorded investment of $7.6 million, with an allowance for loan loss of $0.5 million, at September 30, 2021 compared with $8.8 million and $1.3 million, respectively, at December 31, 2020.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

The table below depicts the estimated fair values of the Company’s financial instruments, including those that are not measured and reported at fair value on a recurring basis or nonrecurring basis.


	September 30, 2021				December 31, 2020
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
		(in thousands)				(in thousands)
Financial assets:
Level 1:
Cash and cash equivalents	$	191,723	$	191,723	$	97,604	$	97,604
Level 2:
Available for sale securities		253,488		253,488		162,396		162,396
FHLB and FRB stock		6,301		N/A		5,793		N/A
Level 3:
Held to maturity securities		4,733		4,755		4,204		4,271
Loans, net		1,596,111		1,619,511		1,673,379		1,720,878
Mortgage servicing rights		930		930		917		917

Financial liabilities:
Level 1:
Demand deposits	$	502,689	$	502,689	$	436,157	$	436,157
NOW deposits		253,124		253,124		230,751		230,751
Savings deposits		942,147		942,147		825,947		825,947
Level 2:
Securities sold under agreement to
repurchase		4,016		4,016		4,093		4,093
Other borrowed funds		36,599		36,891		44,698		45,547
Subordinated debt		30,949		32,350		30,872		31,394
Level 3:
Time deposits		178,083		178,481		278,554		280,059

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10. SEGMENT INFORMATION

The Company comprises two primary business segments, banking and insurance agency activities. The following tables set forth information regarding these segments for the three and nine month periods ended September 30, 2021 and 2020.




	Three months ended September 30, 2021
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	18,165	$	(2)	$	18,163
Provision (credit) for loan losses		(1,459)		-		(1,459)
Net interest income (expense) after
provision for loan losses		19,624		(2)		19,622
Insurance service and fees		141		3,050		3,191
Other non-interest income		1,966		-		1,966
Amortization expense		6		129		135
Other non-interest expense		13,382		1,876		15,258
Income before income taxes		8,343		1,043		9,386
Income tax provision		2,135		272		2,407
Net income	$	6,208	$	771	$	6,979




	Three months ended September 30, 2020
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	15,644	$	(2)	$	15,642
Provision for loan losses		1,881		-		1,881
Net interest income (expense) after
provision for loan losses		13,763		(2)		13,761
Insurance service and fees		162		3,055		3,217
Other non-interest income		2,636		4		2,640
Amortization expense		6		130		136
Other non-interest expense		12,372		1,960		14,332
Income before income taxes		4,183		967		5,150
Income tax provision		354		252		606
Net income	$	3,829	$	715	$	4,544

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	Nine months ended September 30, 2021
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	53,118	$	(8)	$	53,110
Provision (credit) for loan losses		(1,906)		-		(1,906)
Net interest income (expense) after
provision for loan losses		55,024		(8)		55,016
Insurance service and fees		456		7,894		8,350
Other non-interest income		5,787		4		5,791
Amortization expense		16		389		405
Other non-interest expense		38,603		5,926		44,529
Income before income taxes		22,648		1,575		24,223
Income tax provision		5,669		410		6,079
Net income	$	16,979	$	1,165	$	18,144



	Nine months ended September 30, 2020
		Banking		Insurance Agency
		Activities		Activities		Total
		(in thousands)

Net interest income (expense)	$	43,359	$	(8)	$	43,351
Provision for loan losses		5,477		-		5,477
Net interest income (expense) after
provision for loan losses		37,882		(8)		37,874
Insurance service and fees		395		7,914		8,309
Other non-interest income		5,121		4		5,125
Amortization expense		11		389		400
Other non-interest expense		38,917		6,033		44,950
Income before income taxes		4,470		1,488		5,958
Income tax provision		354		387		741
Net income	$	4,116	$	1,101	$	5,217

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11. CONTINGENT LIABILITIES AND COMMITMENTS

The unaudited consolidated financial statements do not reflect various commitments and contingent liabilities, which arise in the normal course of business, and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities consist of commitments to extend credit and standby letters of credit. A summary of the Bank’s commitments and contingent liabilities is as follows:



	September 30,		December 31,
	2021		2020
	(in thousands)

Commitments to extend credit	$	379,736	$	359,152
Standby letters of credit		4,764		3,803
Total	$	384,500	$	362,955

Commitments to extend credit and standby letters of credit include some exposure to credit loss in the event of nonperformance by the customer. The Bank’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded on the Company’s unaudited consolidated balance sheets. Because these instruments have fixed maturity dates, and because they may expire without being drawn upon, they do not necessarily represent cash requirements of the Bank. The Bank did not incur any losses on its commitments and did not record a reserve for its commitments during the first nine months of 2021 or during 2020.

Certain lending commitments for construction residential mortgage loans are considered derivative instruments under the guidelines of GAAP. The changes in the fair value of these commitments, due to interest rate risk, are not recorded on the consolidated balance sheets as the fair value of these derivatives is not considered to be material.

12. RECENT ACCOUNTING PRONOUNCEMENTS

ASUs adopted by the Company during the current fiscal year are not expected to have a material impact on the Company’s consolidated financial position, results of operations, cash flows or disclosures. The following standard will be adopted in a future period. ASUs not listed below are not expected to have a material impact on the Company’s consolidated financial position, results of operations, cash flows or disclosures.

ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments – Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. Both financial institutions and users of their financial statements expressed concern that current GAAP restricts the ability to record credit losses that are expected, but do not yet meet the “probable” threshold. The main objective of this ASU (commonly known as the Current Expected Credit Loss Impairment Model, or CECL, in the industry) is 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. To achieve this objective, the amendments in CECL 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 Company is developing its approach for determining expected credit losses under the new guidance, including the licensing of new software and the development of processes to track loan performance. The total impact of CECL to the Company’s financial statements is unknown but may be material. On October 16, 2019, the FASB affirmed its decision to amend the effective date for the amendments in CECL for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is allowed for fiscal years beginning after December 15, 2018. The Company intends to adopt CECL effective January 1, 2023.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. When used in this report, or in the documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” and similar expressions identify such forward-looking statements. These forward-looking statements include statements regarding the Company’s business plans, prospects, growth and operating strategies, statements regarding the asset quality of the Company’s loan and investment portfolios, and estimates of the Company’s risks and future costs and benefits.

These forward-looking statements are based largely on the expectations of the Company’s management and are subject to a number of risks and uncertainties, including but not limited to: general economic conditions, either nationally or in the Company’s market areas, that are worse than expected; increased competition among depository or other financial institutions; inflation and changes in the interest rate environment that reduce the Company’s margins or reduce the fair value of financial instruments; changes in laws or government regulations affecting financial institutions, including changes in regulatory fees, monetary policy, and capital requirements; the Company’s ability to enter new markets successfully and capitalize on growth opportunities; the Company’s ability to successfully integrate acquired entities; loan losses in excess of the Company’s allowance for loan losses; changes in accounting pronouncements and practices, as adopted by financial institution regulatory agencies, the Financial Accounting Standards Board and the Public Company Accounting Oversight Board; the impact of such changes in accounting pronouncements and practices being greater than anticipated; the ability to realize the benefit of deferred tax assets; changes in tax policies, rates and regulations of federal, state and local tax authorities; changes in consumer spending, borrowing and saving habits; changes in the Company’s organization, compensation and benefit plans; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q, as well as in the Company’s periodic reports filed with the SEC, in particular the “Risk Factors” discussed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Many of these factors are beyond the Company’s control and are difficult to predict.

Because of these and other uncertainties, the Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new, updated information, future events or otherwise, except to the extent required by law.

The Discussion and Analysis of Financial Condition and Results of Operations that follows includes comparisons to the quarter ended September 30, 2020 as well as the trailing quarter ended June 30, 2021 and balances as of December 31, 2020. Information with respect to the trailing quarter ended June 30, 2021 is included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 as filed with the SEC.

Impact of COVID-19

The Company's operations and financial results have been substantially influenced by the COVID-19 pandemic since the United States issued a state of emergency on March 13, 2020. The most notable financial impact to our results of operations was a higher provision for loan losses during 2020, primarily reflecting the substantial increase in economic uncertainty and the resultant potential for increased credit losses in future periods as a consequence of the COVID-19 pandemic.

The CARES Act established the PPP loan program which is administered through the SBA. PPP loans are 100% guaranteed by the SBA and are forgivable, in whole or in part, if the proceeds are used in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years (loans made before June 5, 2020) or five years (loans made on or after June 5, 2020), if not forgiven in whole. Payments are deferred until either the date on which the SBA remits the amount of forgiveness proceeds to the lender or the date that is 10 months after the last day of the covered period if the borrower does not apply for forgiveness within that 10 month period. The Company originated PPP loans totaling $203 million during 2020 and $95 million during the first nine months of 2021, which are included in commercial and industrial loans.

Fees collected from the SBA for the PPP loans totaled $12.4 million. These fees are deferred and amortized into interest income over the contractual period of the loan. Upon SBA forgiveness or sale of a PPP loan, unamortized fees are then recognized into interest income. As of September 30, 2021, PPP loans totaling $222 million had received SBA forgiveness. In the three and nine month periods ended September 30, 2021 the total amount of PPP fees recognized into interest income was $2.1 million and $6.3 million, respectively. PPP fees recognized into interest income during the three and nine month periods ended September 30, 2020 were $0.9 million and $1.5 million, respectively. PPP loans did not impact the Company’s allowance for loan losses as a result of the SBA guarantees.

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During 2020, federal banking regulators issued guidance providing that qualifying modifications made to a borrower affected by the COVID-19 pandemic and governmental shutdown orders do no need to be identified as a TDR. During 2020, the Company had applied this guidance and had modified approximately 381 commercial loans with principal balances totaling $368 million, and approximately 298 consumer loans with principal balances totaling $37 million. Modifications included payment deferrals (including maturity extensions), fee waivers and covenant waivers. Loans in COVID-19 modification related deferral periods at September 30, 2021 were not material.

The Company expects that the COVID-19 pandemic could continue to have a significant impact on our business. In particular, it is anticipated that a significant portion of the Company’s borrowers in the hotel industry will continue to endure significant economic distress, which has caused, and may continue to cause, them to draw on their existing lines of credit and adversely affect their ability to repay existing indebtedness, and may adversely impact the value of collateral. During 2020, the Company identified a well-defined weakness in the hotel industry as a result of the impact of the pandemic and classified the loans to clients within that industry as substandard. At September 30, 2021, the Company’s hotel loan portfolio totaled approximately $79 million. During the third quarter of 2021, the Company upgraded $20 million of the hotel portfolio balance and downgraded $2.2 million into non-performing, due to payment performance and current operational results. Although the remaining portfolio has shown improvement and have paid all amounts due, the Company will validate sustained performance on these loans before upgrading.

Future government actions in response to the COVID-19 pandemic, including vaccination mandates, may affect the Company’s workforce, human capital resources and infrastructure.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The Company’s Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with U.S. GAAP and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the Company’s Unaudited Consolidated Financial Statements and Notes. These estimates, assumptions, and judgments are based on information available as of the date of the Unaudited Consolidated Financial Statements. Accordingly, as this information changes, the Unaudited Consolidated Financial Statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments, and as such, have a greater possibility of producing results that could be materially different than originally reported.

Significant accounting policies followed by the Company are presented in Note 1 – “Organization and Summary of Significant Accounting Policies” to the Audited Consolidated Financial Statements included in Item 8 in its Annual Report on Form 10-K for the year ended December 31, 2020. These policies, along with the disclosures presented in the other Notes to the Company's Audited Consolidated Financial Statements contained in its Annual Report on Form 10-K and in this financial review, provide information on how significant assets and liabilities are presented in the Company’s Unaudited Consolidated Financial Statements and how those values are determined.

Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses, business combinations and valuation of goodwill to be the accounting areas that require the most subjective or complex judgments, and, as such, could be most subject to revision as new information becomes available.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable incurred losses in the Bank’s loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment on the part of management and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the Company’s Unaudited Consolidated Balance Sheets. Note 1 to the Audited Consolidated Financial Statements included in Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 describes the methodology used to determine the allowance for loan losses.
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Business Combinations

Mergers and acquisitions are accounted for in accordance with ASC 805 “Business Combinations” using the acquisition method of accounting. Assets and liabilities acquired and assumed are generally recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill.

Determining the fair value of assets and liabilities acquired often involves estimates based on internal estimate or third-party valuations using a discounted cash flow analysis or other valuation technique that may include the use of estimates. In addition, the determination of the useful lives over which intangible assets will be amortized is subjective in nature.

Changes to estimates and judgments used in business combinations could result in a significant difference in the fair value of assets and liabilities acquired which would impact total goodwill recorded. A change in the useful life of intangible assets could impact amortization amounts which could have an impact on our earnings.

Goodwill

The amount of goodwill reflected in the Company’s Unaudited Consolidated Financial Statements is required to be tested by management for impairment on at least an annual basis or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value. The annual goodwill impairment testing is performed as of December 31. The test for impairment of goodwill on the identified reporting unit is considered a critical accounting estimate because it requires judgment on the part of management and the use of estimates related to the growth assumptions and market multiples used in the valuation model.

At September 30, 2021, the Company had $12.7 million in goodwill that was recorded in connection with the acquisition of various insurance agencies and the most recent acquisition of FSB. The Company recognized $1.8 million in goodwill in its banking reporting unit related to the FSB acquisition. The remaining $10.9 million of goodwill is recorded in the Company’s insurance agency reporting unit. There have been no purchases of diverse companies in which goodwill was subjectively allocated to different reporting units.

The valuation methodology used for the goodwill in the banking reporting unit is a five year discounted cash flow analysis. The Company used two valuation methodologies to calculate the fair value of the insurance agency reporting unit. The first methodology was a five year discounted cash flow analysis. The second was to measure fair value using an EBITDA (“Earnings Before Interest, Taxes, Depreciation, Amortization”) multiple. These valuation methodologies utilize key assumptions that include forecasts of revenues and expenses derived from Company projections for a period of five years, changes in working capital estimates, company specific discount rate derived from a rate build up approach, externally sourced bank peer group market multiples and externally sourced bank peer group change in control premium, all of which are highly subjective and require significant management judgment. Changes in these key assumptions could materially affect our estimate of the reporting unit fair value and could affect our conclusion regarding the existence of potential impairment.

No impairment to the Company’s goodwill was recorded in 2020 or in the first nine months of 2021.

ANALYSIS OF FINANCIAL CONDITION

Loan Activity

Total gross loans were $1.6 billion at September 30, 2021, compared with $1.7 billion at June 30, 2021, and December 31, 2020. Since the end of last year, commercial real estate loans have increased $30 million and residential mortgages have increased $36 million. Commercial and Industrial loans have decreased $145 million since December 31, 2020 of which $111 million is a result of the decrease in PPP loan balances. As of September 30, 2021, total PPP loans originated were $298 million of which $222 million had received SBA forgiveness. The remaining reduction in commercial and industrial loans was due to a decrease of $34 million in commercial lines of credit. The decrease in commercial lines of credit is mostly a result of customer increased liquidity from government programs in response to the pandemic, including PPP.

Loans secured by real estate were $1.3 billion at September 30, 2021, June 30, 2021 and December 31, 2020. Residential real estate loans were $409 million at September 30, 2021, $14 million or 3% higher than at June 30, 2021, and $36 million or 10% higher than at December 31, 2020. The increase in residential real estate loans reflects management’s decision to retain residential mortgages within our loan portfolio. Commercial real estate loans, including construction loans, were $843 million at September 30, 2021, $17 million or 2% lower than the balance at June 30, 2021, but $30 million or 4% higher than the balance at December 31, 2020. Commercial real estate is the largest part of the Company’s loan portfolio and has historically been the highest growth segment of the portfolio.

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In the third quarter of 2021, residential mortgage originations were $31 million compared with the previous quarter’s originations of $33 million and $34 million in the third quarter of 2020. The Company originated $96 million in residential mortgages in the first nine months of 2021, compared with $67 million in the first nine months of 2020. The year-to-date increase in residential mortgage originations as compared to the prior year is primarily due to the acquired FSB mortgage real estate division during the second quarter of 2020. The Company did not sell any residential mortgages during the first nine months of 2021, compared with $15 million during the first nine months of 2020. Management decides to keep or sell residential mortgage loans at the time of origination based on interest rate risk management and the risk-adjusted return of alternative investment sources such as mortgage-backed securities.

The Company has also focused on growth opportunities in commercial and industrial (“C&I”) lending as a way to diversify its overall loan portfolio. The C&I portfolio was $285 million at September 30, 2021, representing an $80 million or 22% decrease from June 30, 2021, and a $145 million or 34% decrease from December 31, 2020. The decrease from prior periods is primarily the result of the SBA forgiveness of PPP loans and the paydowns of commercial lines of credit as customers experienced excess liquidity. At September 30, 2021 a total of $298 million of PPP loans were originated of which $95 million were originated during the first nine months of 2021. At September 30, 2021, a total of $222 million of the PPP loans have been forgiven by the SBA, including $205 million that was forgiven during the first nine months of 2021. C&I lending is a critical component of the Company’s strategy as C&I relationships can often include core deposits.

Credit Quality of Loan Portfolio

Non-performing loans, defined as accruing loans greater than 90 days past due and nonaccrual loans, totaled $25 million, or 1.58% of total loans outstanding at September 30, 2021, compared with $24 million, or 1.43% of total loans outstanding, as of June 30, 2021 and $28 million, or 1.66% of total loans outstanding, as of December 31, 2020. The increase in non-performing loans from the second quarter of 2021 was due to a $2.2 million loan within the hotel portfolio moved to nonaccrual status during the recent quarter.

Commercial credits graded as “special mention” and “substandard,” or the criticized loan portfolio, were $121 million at September 30, 2021, a $25 million decrease from $146 million at June 30, 2021, and a $19 million decrease from $140 million at December 31, 2020. The Company continues to classify loans to clients within the hotel industry as criticized given their level of seasonality and ongoing challenges during the COVID-19 pandemic. As of September 30, 2021, the Company’s hotel loan portfolio was $79 million, or approximately 7%, of total commercial loans. During the third quarter of 2021, the Company upgraded $20 million of loans within the hotel portfolio out of the criticized loan category. The Company continues to monitor each client in that industry including on-going conversations with the borrowers. The level of criticized loans can fluctuate as new information is constantly received on the Company’s borrowers and their financial circumstances change over time. Internal risk ratings are the credit quality indicators used by the Company’s management to determine the appropriate allowance for loan losses for commercial credits. “Special mention” and “substandard” loans are weaker credits with a higher risk of loss and are categorized as “criticized” credits rather than “pass” or “watch” credits.

The Company maintains an allowance for loan losses that in management’s judgment appropriately reflects losses inherent in the loan portfolio. Loans acquired in a business combination are recorded at fair value with no carry-over of an acquired entity’s previously established allowance for credit losses. The allowance for loan losses totaled $18.1 million or 1.12% of total loans outstanding at September 30, 2021, compared with $19.9 million or 1.17% of total loans outstanding as of June 30, 2021 and $20.4 million or 1.21% of total loans outstanding at December 31, 2020. The Company recorded a $1.5 million release of allowance for loan losses in the third quarter of 2021, compared with $0.8 million the second quarter of 2021, and a provision for loan losses of $1.9 million during in the third quarter of 2020. Third quarter of 2021 release of allowance for loan losses reflects $0.7 million related to a decrease in criticized hotel portfolio loans and a $0.5 million reduction in specific reserves resulting from the payments received from one commercial customer relationship.

Investing Activities

Total investment securities were $258 million at September 30, 2021, compared with $234 million at June 30, 2021 and $167 million at December 31, 2020. The increases reflect the use of excess cash balances. Interest-bearing deposits at other banks, which consist of overnight funds kept at correspondent banks and the Federal Reserve, were $179 million at September 30, 2021 compared to $127 million at June 30, 2021, and $84 million at December 31, 2020. The primary objectives of the Company’s investment portfolio are to provide liquidity, provide collateral to secure municipal deposits, and maximize income while preserving safety of principal. Average investment securities and interest-bearing cash were 20% of average interest-earning assets in the third quarter of 2021, compared with 15% in the second quarter of 2021 and 13% in the fourth quarter of 2020.

The Company’s highest concentration in its securities portfolio was in available for sale U.S. government sponsored mortgage-backed securities which comprised 63%, 61% and 52% of total investment securities at September 30, 2021, June 30, 2021 and December 31, 2020, respectively. The concentration in tax-advantaged debt securities issued by state and political subdivisions was 4%, 4% and 7% of the total securities portfolio at September 30, 2021, June 30, 2021, and December 31, 2020, respectively. The concentration in U.S.

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government-sponsored agency bonds was 33% of the total securities portfolio as of September 30, 2021 compared with 35% of the total securities portfolio at June 30, 2021 and 41% at December 31, 2020.

The total net unrealized loss position of the available-for-sale investment portfolio was $1.8 million at September 30, 2021, compared with a net unrealized gain position of $0.3 million at June 30, 2021 and $3.2 million at December 31, 2020. The securities in an unrealized loss position at the end of the third quarter of 2021 generally reflect an increase in market interest rates. Management believes that the credit quality of the securities portfolio as a whole is strong.

The Company monitors extension and prepayment risk in the securities portfolio to limit potential exposures. The Company has no direct exposure to subprime mortgages, nor does the Company hold private mortgage-backed securities, credit default swaps, or FNMA or FHLMC preferred stock investments in its investment portfolio.

Funding Activities

Total deposits at September 30, 2021 were $1.9 billion, an $8 million or less than 1% decrease from June 30, 2021, but a $105 million or 6% increase from December 31, 2020. The increase from December 31, 2020 largely reflects commercial deposits related to the second round of PPP loans and an increase in consumer deposits from government stimulus payments and lower consumer spending. Specifically, the increase from year end reflects increases in total demand deposits of $67 million or 15%, consumer savings deposits of $45 million or 9%, municipal savings deposits of $41 million or 25%, commercial savings deposits of $31 million or 17%, and total NOW deposits of $22 million or 10%. These increases were offset by a decrease in time deposits of $100 million or 36%. Average demand deposits were $503 million in the third quarter of 2021, a 2% increase from $494 million in the second quarter of 2021, and a 17% increase from $431 million in the third quarter of 2020.

The Company had $37 million in other borrowings at September 30, 2021, compared with $41 million at June 30, 2021 and $45 million at December 31, 2020. This represents long-term advances from the Federal Home Loan Bank of New York (“FHLBNY”) that were acquired in the FSB acquisition. The Company’s use of its overnight line of credit with FHLBNY varies depending on its ability to fund investment and loan growth with deposits along with the line usage’s impact on interest rate risk. There were no overnight borrowings at September 30, 2021.

On July 9, 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $20 million in aggregate principal amount of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). Subsequently, $15 million of the proceeds from the sale of the Notes were moved to the Company’s Evans Bank N.A. subsidiary as Tier 1 capital.

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ANALYSIS OF RESULTS OF OPERATIONS

Average Balance Sheet

The following tables present the significant categories of the assets and liabilities of the Company, interest income and interest expense, and the corresponding yields earned and rates paid for the periods indicated. The assets and liabilities are presented as daily averages. The average loan balances include both performing and non-performing loans. Investments are included at book value. Yields are presented on a non-tax-equivalent basis.




	Three months ended September 30, 2021						Three months ended September 30, 2020
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(dollars in thousands)						(dollars in thousands)
ASSETS
Interest-earning assets:
Loans, net	$	1,647,395	$	18,096	4.36	%	$	1,671,338	$	16,847	4.01	%
Taxable securities		238,547		1,087	1.81	%		160,501		825	2.04	%
Tax-exempt securities		10,143		55	2.15	%		12,211		68	2.22	%
Interest bearing deposits at banks		174,296		64	0.15	%		106,154		26	0.10	%

Total interest-earning assets		2,070,381	$	19,302	3.70	%		1,950,204	$	17,766	3.62	%

Non interest-earning assets:

Cash and due from banks		10,399						14,482
Premises and equipment, net		18,909						17,756
Other assets		80,293						85,006

Total Assets	$	2,179,982					$	2,067,448

LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW	$	262,105	$	63	0.10	%	$	221,343	$	103	0.19	%
Savings		949,956		356	0.15	%		799,082		654	0.33	%
Time deposits		186,126		231	0.49	%		337,967		884	1.04	%
Other borrowed funds		39,391		83	0.84	%		50,837		106	0.83	%
Subordinated debt		30,934		405	5.19	%		29,582		375	5.04	%
Securities sold U/A to repurchase		4,001		1	0.10	%		4,507		2	0.18	%

Total interest-bearing liabilities		1,472,513	$	1,139	0.31	%		1,443,318	$	2,124	0.59	%

Noninterest-bearing liabilities:
Demand deposits		503,006						430,658
Other		25,250						29,644
Total liabilities	$	2,000,769					$	1,903,620

Stockholders' equity		179,213						163,828

Total Liabilities and Equity	$	2,179,982					$	2,067,448

Net interest income			$	18,163					$	15,642

Net interest margin					3.48	%					3.19	%

Interest rate spread					3.39	%					3.03	%

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	Nine months ended September 30, 2021						Nine months ended September 30, 2020
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(dollars in thousands)						(dollars in thousands)
ASSETS
Interest-earning assets:
Loans, net	$	1,690,527	$	53,675	4.25	%	$	1,475,973	$	47,497	4.30	%
Taxable securities		204,604		2,907	1.90	%		152,961		2,758	2.41	%
Tax-exempt securities		10,745		167	2.08	%		9,881		180	2.43	%
Interest bearing deposits at banks		116,396		99	0.11	%		79,247		223	0.38	%

Total interest-earning assets		2,022,272	$	56,848	3.76	%		1,718,062	$	50,658	3.94	%

Non interest-earning assets:

Cash and due from banks		15,893						14,523
Premises and equipment, net		19,043						15,818
Other assets		80,205						74,634

Total Assets	$	2,137,413					$	1,823,037

LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW	$	246,548	$	210	0.11	%	$	189,903	$	408	0.29	%
Regular savings		915,411		1,168	0.17	%		708,918		2,629	0.50	%
Time deposits		213,958		894	0.56	%		316,655		3,434	1.45	%
Other borrowed funds		41,137		253	0.82	%		32,369		227	0.94	%
Subordinated debt		30,909		1,208	5.23	%		17,458		604	4.62	%
Securities sold U/A to repurchase		4,493		5	0.15	%		3,996		5	0.17	%

Total interest-bearing liabilities		1,452,456	$	3,738	0.34	%		1,269,299	$	7,307	0.77	%

Noninterest-bearing liabilities:
Demand deposits		487,247						370,915
Other		24,427						25,785
Total liabilities	$	1,964,130					$	1,665,999

Stockholders' equity		173,283						157,038

Total Liabilities and Equity	$	2,137,413					$	1,823,037

Net interest income			$	53,110					$	43,351

Net interest margin					3.51	%					3.37	%

Interest rate spread					3.42	%					3.17	%

Net Income

Net income was $7.0 million, or $1.27 per diluted share, in the third quarter of 2021, compared with $6.3 million, or $1.15 per diluted share, in the second quarter of 2021 and $4.5 million, or $0.84 per diluted share, in last year’s third quarter. The increase from the prior-year period included higher net interest income of $2.5 million reflecting higher interest-earning assets and fees earned in connection with PPP lending, along with a $3.3 million decrease in provision for loan losses reflecting improved economic trends and conditions, as well as changes in criticized assets. Partially offsetting was $1.8 million of higher salary expenses primarily related to incentives and personnel additions. The 11% increase in net income from the sequential quarter reflected a $0.7 million decrease in provision for loan losses due to a reduction in criticized assets and $0.7 million increase in non-interest income primarily due to seasonally higher insurance and service fee revenue. These increases were partially offset by a $0.6 million increase in salary incentive expenses.

Return on average equity was 15.58% for the third quarter of 2021, compared with 14.72% in the second quarter of 2021 and 11.09% in the third quarter of 2020.

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Other Results of Operations – Quarterly Comparison

Net interest income decreased $0.2 million, or 1%, from the sequential second quarter, but increased $2.5 million or 16% from prior-year third quarter. The increase from the prior-year period reflected higher PPP fees of $1.2 million, a $0.3 million increase in commercial prepayments, and lower interest expense of $1.0 million. The decrease in net interest income from the second quarter of 2021 reflects lower fees earned in connection with PPP and commercial prepayment fees. As PPP loans are forgiven, the Company is accelerating the recognition of fees that were being amortized over the original life of the loan. PPP fees recognized in interest income were $2.1 million in the third quarter of 2021, $2.5 million in the second quarter of 2021 and $0.9 million in the third quarter of 2020.

Third quarter net interest margin of 3.48% decreased 14 basis points from the second quarter of 2021, reflecting higher amounts of low-yielding interest-bearing deposits at banks. Net interest margin increased 29 basis points from the third quarter of 2020 due to higher balances in interest-earning assets, PPP fee amortization, commercial prepayment income and reduced interest expense as the Company continued to align rates on deposits. The yield on loans increased 4 basis points when compared with the second quarter of 2021 and increased 35 basis points when compared with the third quarter of 2020. The cost of interest-bearing liabilities decreased to 0.31% compared with 0.34% in the second quarter of 2021 and 0.59% in the third quarter of 2020.

The $1.5 million release of allowance for loan losses during the third quarter of 2021 included $0.7 million related to a decrease in criticized hotel portfolio loans and a $0.5 million reduction in specific reserves resulting from payments received from one commercial customer relationship. Comparatively, second quarter of 2021 release of allowance was $0.8 million and prior year’s third quarter was a provision for loan losses of $1.9 million.

Non-interest income was $5.2 million in the third quarter of 2021, compared with $4.4 million in the second quarter of 2021 and $5.9 million in the prior year third quarter. The increase from the sequential second quarter was largely due to an increase in insurance service and fee revenue reflecting seasonally higher commercial lines insurance commissions and profit-sharing revenue, and changes in the fair value of mortgage servicing rights. During the third quarter of 2020 the Company recognized approximately $0.7 million of gain on sale of investment securities. There were no comparable gains during 2021.

Non-interest expenses of $15.4 million in the third quarter of 2021 increased $0.2 million or 1% when compared with the second quarter of 2021 and increased $0.9 million or 6% from last year’s third quarter. The primary component of the increase from the sequential second quarter was an increase of $0.6 million or 6% in salaries and employee benefits. The sequential change reflected a $0.6 million increase in incentive accruals. The year-over-year change included $0.7 million reduction of incentive accruals during the third quarter of 2020, partially offset by the addition of strategic personnel to support the Company’s continued growth along with inflation in the cost of labor.

Third quarter of 2020 included merger-related expenses relating to the acquisition of Fairport Savings Bank. There were no comparable expenses during the second or third quarters of 2021.

Technology and communications decreased $0.1 million from the second quarter of 2021 but remained relatively flat when compared to the third quarter of 2020.

The Company’s GAAP efficiency ratio, or noninterest expenses divided by the sum of net interest income and noninterest income, was 66.0% in the third quarter of 2021, 66.7% in the second quarter of 2021, and 67.3% in the third quarter of 2020. The Company’s non-GAAP efficiency ratio, excluding amortization expense, gains and losses from investment securities, and merger-related expenses, was 65.4% compared with 66.1% in the second quarter of 2021 and 66.3% in last year’s third quarter.

Income tax expense was $2.4 million, or an effective tax rate of 25.6%, for the third quarter of 2021 compared with 24.4% in the second quarter of 2021 and 11.8% in last year’s third quarter. Excluding the impact of a 2020 historic tax credit transaction, the effective tax rate was 25.6% in the third quarter of 2020.

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Other Results of Operations – Year-to-Date Comparison

Net interest income was $53.1 million for the first nine months of 2021, a $9.8 million or 23% increase from the first nine months of 2020. The increase in net interest income is attributable to a $304 million or 18% increase in average interest-earning assets. The increase in average interest-earning assets reflects average loan growth of $215 million or 15% during the first nine months of 2021 compared to the first nine months of 2020. PPP loans averaged $180 million during the first nine months of 2021 compared with $115 million during the first nine months of 2020. At September 30, 2021 total PPP loans that have not yet received SBA forgiveness were $76 million. Total fees collected from the SBA were $12.4 million. These fees are deferred and amortized into interest income over the contractual period of the loan. Upon SBA forgiveness, unamortized fees are then recognized into interest income. The Company recognized $6.3 million of amortized PPP loan fees in interest income during the nine months ended September 30, 2021, compared with $1.5 million during the prior year period.

The Company’s net interest margin of 3.51% in the first nine months of 2021 was 14 basis points higher than the margin in the first nine months of 2020. The yield on average interest-earning assets decreased 18 basis points from 3.94% to 3.76%. Average loan yields decreased 5 basis points from 4.30% to 4.25%, reflecting the Federal Reserve’s decrease of fed funds rate. The cost of interest-bearing liabilities was 0.34% in the first nine months of 2021, 43 basis points lower than during the first nine months of 2020. The rate paid on average time deposits decreased from 1.45% in the first nine months of 2020 to 0.56% during the first nine months of 2021.

The Company recorded $1.9 million release of allowance for loan losses in the nine month period ended September 30, 2021, compared with $5.5 million provision for loan loss in the nine-month period ended September 30, 2020. The decrease in provision for loan losses during the first nine months of 2021 compared with the prior year period reflects improved credit quality within the loan portfolio, decrease in specific reserves, and continued positive macroeconomic trends. While the full impact of COVID-19 on future financial results is uncertain, the Company continues to monitor the potential impact on the ability of some clients to meet their borrowing obligations. The provision for loan losses during the first nine months of 2020 reflected an increase in criticized loans and additional reserves in response to economic trends and conditions and changes in credit quality standards as the uncertainty of the COVID-19 pandemic continued. During the third quarter of 2020, the Company identified a well-defined weakness in the hotel industry and classified the majority of the loans to clients within that industry as criticized. At September 30, 2021, the Company’s hotel portfolio was $79 million, of which $20 million was moved out of the criticized loan category during the first nine months of 2021.

Non-interest income for the first nine months of 2021 increased $0.7 million from the prior year period to $14.1 million. The first nine months of 2020 included a $0.6 million net reduction of non-interest income related to an investment in an historic rehabilitation tax credit. There were no historic rehabilitation tax credits during the first nine months of 2021. In addition, the first nine months of 2020 included $0.7 million gain on sale of investment securities and $0.4 million gain on loans sold. There were no comparable gains during the first nine months of 2021. Changes in the fair value of mortgage servicing rights increased non-interest income by $0.3 million in first nine months of 2021 as compared to the first nine months of 2020. Interchange fees and deposit service charges revenue increased $0.3 million and $0.2 million, respectively, during the first nine months of 2021 compared with the first nine months of 2020. Insurance service and fees revenue, the largest component of non-interest income, remained relatively consistent at $8.4 million during the first nine months of 2021, compared with $8.3 million during the first nine months of 2020.

Total non-interest expense decreased to $0.4 million in the first nine months of 2021 to $44.9 million, 1% lower than the nine-month period ended September 30, 2020. The decrease was mostly attributable to $6.0 million in merger-related expenses during the first nine months of 2020 in connection with the FSB acquisition including system contract termination and deconversion charges. Offsetting the decrease in merger-related expenses were higher salaries and employee benefits costs, occupancy expenses, advertising costs and other non-interest expenses. Salaries and employee benefits costs were $28.3 million for the first nine months of 2021, a $4.4 million or 19% increase from $23.9 million in the prior year period. The year-over-year increase in salary and benefits expense reflects higher incentive accruals, the addition of personnel related to the FSB acquisition and annual merit increases during 2021. Occupancy expenses increased $0.4 million reflecting the expansion of our footprint resulting from the FSB acquisition. Advertising costs increased $0.2 million during the first nine months of 2021 when compared to the prior year period as the Company focuses on promotional opportunities within the Western New York and Rochester market area. Other non-interest expenses, including professional services costs, technology and communications expenses, FDIC insurance expense, loan fees, and charitable contributions, increased a combined $0.5 million compared to prior year period.

The Company’s GAAP efficiency ratio, or noninterest expenses divided by the sum of net interest income and noninterest income, was 66.8% in the first nine months of 2021, compared with 79.9% during the prior-year period. The Company’s non-GAAP efficiency ratio, excluding amortization expense, gains and losses from investment securities, merger-related expenses and the impact of historic tax credit transactions, was 66.2% in the first nine months of 2021, compared with 68.7% during the prior-year period.

The Company recorded income tax expense of $6.1 million for the nine-month period ended September 30, 2021, compared with $0.7 million in the first nine months of 2020. The effective tax rate for the first nine months of 2021 was 25.1%, compared with 12.4% in

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the comparable 2020 period. Excluding the impact of the 2020 historic tax credit transaction, the effective tax rate was 25.7% for the first nine months of 2020. There were no historic tax credit transactions during the first nine months of 2021.

CAPITAL

The Company consistently maintains regulatory capital ratios significantly above the federal “well capitalized” standard, including a Tier 1 leverage ratio of 8.34% at September 30, 2021, compared with 8.23% at June 30, 2021 and 8.21% at December 31, 2020. Book value per share was $32.73 at September 30, 2021, compared with $32.28 at June 30, 2021 and $31.21 at December 31, 2020.

On August 17, 2021, the Company declared a semi-annual cash dividend of $0.60 per share on the Company’s outstanding common stock. The dividend was paid on October 5, 2021 to shareholders of record as of September 14, 2021. For the full year of 2021, cash dividends totaled $1.20 per share, up 3% over 2020.

The Company has also issued subordinated capital notes and junior subordinated debentures associated with trust preferred securities to provide liquidity and enhance regulatory capital ratios. The Company had $11.3 million of junior subordinated debentures associated with trust preferred securities outstanding at September 30, 2021 and December 31, 2020 which are considered Tier 1 capital and are includable in total regulatory capital. On July 9, 2020, the Company executed a private offering of $20 million of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2030. During 2020, $15 million of the proceeds from the sale of the Notes were moved to the Company’s Evans Bank, N.A. subsidiary as Tier 1 capital.

While we are currently classified as well capitalized, an extended economic recession brought about by COVID-19 could adversely impact our reported and regulatory capital ratios by credit losses. The Company relies on cash on hand as well as dividends from its subsidiary bank to service its debt. If the Company’s subsidiary bank’s capital deteriorates such that it is unable to pay dividends to the Company for an extended period of time, the Company may not be able to service its debt that was issued.

LIQUIDITY

The Bank utilizes cash flows from the investment portfolio and federal funds sold balances to manage the liquidity requirements related to loan demand and deposit fluctuations. The Bank also has many borrowing options. The Company uses the FHLBNY as its primary source of overnight funds and has long-term advance with FHLBNY. The Company’s use of its overnight line of credit with FHLBNY varies depending on its ability to fund investment and loan growth with core deposits along with the line usage’s impact on interest rate risk. The Company’s funding strategy has resulted in significant deposit growth, resulting in less usage of the FHLBNY overnight line of credit. The Company has pledged sufficient collateral in the form of residential and commercial real estate loans at FHLBNY that meets FHLB collateral requirements. As a member of the FHLB, the Bank is able to borrow funds at competitive rates. As of September 30, 2021, advances of up to $484 million could be drawn on the FHLB via an Overnight Line of Credit Agreement between the Bank and the FHLB. As of September 30, 2021, the Bank also had the ability to purchase up to $18 million in federal funds from its correspondent banks. By placing sufficient collateral in safekeeping at the Federal Reserve Bank, the Bank could borrow at the discount window. The Bank’s liquidity needs also can be met by more aggressively pursuing time deposits, or accessing the brokered time deposit market, including the Certificate of Deposit Account Registry Service (“CDARS”) network.

Cash flows from the Bank’s investment portfolio are laddered, so that securities mature at regular intervals, to provide funds from principal and interest payments at various times as liquidity needs may arise. Contractual maturities are also laddered, with consideration as to the volatility of market prices. At September 30, 2021, approximately 2% of the Bank’s securities had contractual maturity dates of one year or less and approximately 7% had maturity dates of five years or less. Additionally, mortgage-backed securities, which comprise 63% of the investment portfolio at September 30, 2021, provide consistent cash flows for the Bank.

The Company’s primary source of liquidity is dividends from the Bank. Additionally, the Company has access to capital markets as a funding source.

Management, on an ongoing basis, closely monitors the Company’s liquidity position for compliance with internal policies and believes that available sources of liquidity are adequate to meet funding needs in the normal course of business. As part of that monitoring process, management calculates the 90-day liquidity each month by analyzing the cash needs of the Bank. Included in the calculation are liquid assets and potential liabilities. Management stresses the potential liabilities calculation to ensure a strong liquidity position. Included in the calculation are assumptions of some significant deposit run-off as well as funds needed for loan closings and investment purchases. In the Company’s internal stress test at September 30, 2021, the Company had net short-term liquidity of $627 million as compared with $410 million at December 31, 2020. Available assets of $438 million, divided by public and purchased funds of $379 million, resulted in a long-term liquidity ratio of 116% at September 30, 2021, compared with 70% at December 31, 2020.

Management does not anticipate engaging in any activities, either currently or in the long term, for which adequate funding would not be available and which would therefore result in significant pressure on liquidity.

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The Company believes that the Bank maintains a sufficient level of U.S. government and government agency securities and New York State municipal bonds that can be pledged as collateral for municipal deposits.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Additional information responsive to this Item is contained in the Liquidity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, which information is incorporated herein by reference.

Market risk is the risk of loss from adverse changes in market prices and/or interest rates of the Bank’s financial instruments. The primary market risk that the Company is exposed to is interest rate risk. The core banking activities of lending and deposit-taking expose the Bank to interest rate risk, which occurs when assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Bank is subject to the effects of changing interest rates. The Bank measures interest rate risk by calculating the variability of net interest income in future periods under various interest rate scenarios using projected balances for interest-earning assets and interest-bearing liabilities. Management’s philosophy toward interest rate risk management is to limit the variability of net interest income to changes in net interest rates. The balances of financial instruments used in the projections are based on expected growth from forecasted business opportunities, anticipated prepayments of loans, and expected maturities of investment securities, loans, and deposits. Management supplements the modeling technique described above with analysis of market values of the Bank’s financial instruments and changes to such market values given changes in the interest rates.

The Bank’s Asset-Liability Committee, which includes members of senior management, monitors the Bank’s interest rate sensitivity with the aid of a model that considers the impact of ongoing lending and deposit taking activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities. When deemed prudent, management has taken actions, and intends to do so in the future, to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments. Possible actions include, but are not limited to, changing the pricing of loan and deposit products, and modifying the composition of interest-earning assets and interest-bearing liabilities, and reliance on other financial instruments used for interest rate risk management purposes.

The following table demonstrates the possible impact of changes in interest rates on the Bank’s net interest income over a 12-month period of time:

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES



	Calculated increase (decrease)
	in projected annual net interest income
	(in thousands)

		September 30, 2021		December 31, 2020
Changes in interest rates

+200 basis points	$	1,413	$	(681)
+100 basis points		3,584		2,717

-100 basis points		0		(1,169)
-200 basis points		NM		NM

Many assumptions were utilized by management to calculate the impact that changes in interest rates may have on the Bank’s net interest income. The more significant assumptions related to the rate of prepayments of mortgage-related assets, loan and deposit volumes and pricing, and deposit maturities. The Bank assumed immediate changes in rates including 200 basis point rate changes. In the 200 basis point rate reduction scenario, the applicable rate changes may be limited to lesser amounts such that interest rates are not less than zero. The assumptions in the Company’s projections are inherently uncertain and, as a result, the Bank cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly due to the timing, magnitude, and frequency of interest rate changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions such as those previously described, which management may take to counter such changes. In light of the uncertainties and assumptions associated with the process, the amounts presented in the table and changes in such amounts are not considered significant to the Bank’s projected net interest income.

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ITEM 4 - CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021 (the end of the period covered by this Report). Based on that evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During 2021, the Company undertook efforts to remediate the material weakness with respect to its internal controls over deposit data within the deposit accounting system as previously disclosed on our Annual Report on Form 10-K for the year ended December 31, 2020.

To remediate the material weakness and strengthen our internal controls management designed and implemented review controls over the accuracy of deposit data entry for new deposit account information, file maintenance and master-file changes. Core system generated reports and other core system tools are now utilized in a review controls of deposit data entry to ensure completeness of the transactions subject to the aforementioned controls.

As of June 30, 2021, our testing of both the design and operating effectiveness of these controls was complete and we concluded that the material weaknesses existing at December 31, 2020 had been remediated.

No changes in the Company’s internal control over financial reporting were identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The nature of the Company’s business generates a certain amount of litigation involving matters arising in the ordinary course of business.

In the opinion of management, there are no proceedings pending to which the Company is a party or to which its property is subject, which, if determined adversely, would have a material effect on the Company’s results of operations or financial condition.

ITEM 1A – RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Item 1A. Part I of the Company’s Annual Report on Form 10- K for the fiscal year ended December 31, 2020.

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

Issuer Purchases of Equity Securities



Period	Total Number of Shares Purchased ₍₁₎		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs ₍₂₎
July 2021:
July 1, 2021 - July 31, 2021		-	$	-	-	300,000
August 2021:
August 1, 2021 - August 31, 2021		692	$	38.98	-	300,000
September 2021:
September 1, 2021 - September 30, 2021		-	$	-	-	300,000
Total:		692	$	38.98	-	300,000

(1)The total shares purchased in the period consist of shares constructively tendered to the Company by attestation in satisfaction of the exercise price due upon exercise of options issued pursuant to the Company’s 2019 Long-Term Incentive Plan. The “average price paid per share” reported in the table above, with respect to such shares, reflects the fair market value of the Company’s common stock on the exercise date, which was the closing sales price of the Company’s common stock as reported on the NYSE American on that date.

(2)On February 25, 2021, the Board of Directors authorized the Company to repurchase up to 300,000 shares of the Company’s common stock (the “2021 Repurchase Program”). The 2021 Repurchase program does not expire and may be suspended or discontinued by the Board of Directors at any time. The maximum number of shares that may be purchased under the 2021 Repurchase Program as of September 30, 2021 was 300,000.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

(Not Applicable.)

ITEM 4 – MINE SAFETY DISCLOSURE

(Not Applicable.)

ITEM 5 – OTHER INFORMATION

(Not Applicable.)

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ITEM 6 – EXHIBITS

The following exhibits are filed as a part of this report:


		EXHIBIT INDEX

Exhibit No.		Name

10.1		Change in Control Agreement by and between Evans Bancorp, Inc. and Aaron Whitehouse (incorporated by reference to Exhibit 10.1 to Evans Bancorp, Inc.'s Current Report on Form 8-K, as filed August 13, 2021)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from Evans Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets – September 30, 2021 and December 31, 2020; (ii) Unaudited Consolidated Statements of Income – Three months ended September 30, 2021 and 2020; (iii) Unaudited Consolidated Statements of Income – Nine months ended September 30, 2021 and 2020; (iv) Unaudited Statements of Consolidated Comprehensive Income – Three months ended September 30, 2021 and 2020; (v) Unaudited Statements of Consolidated Comprehensive Income – Nine months ended September 30, 2021 and 2020; (vi) Unaudited Consolidated Statements of Stockholders' Equity – Three months ended September 30, 2021 and 2020; (vii) Unaudited Consolidated Statements of Stockholders' Equity – Nine months ended September 30, 2021 and 2020; (viii) Unaudited Consolidated Statements of Cash Flows – Nine months ended September 30, 2021 and 2020; and (ix) Notes to Unaudited Consolidated Financial Statements.

104		The cover page from the Evans Bancorp, Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL.

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SIGNATURES

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

Evans Bancorp, Inc.

DATE

November 1, 2021

/s/ David J. Nasca

David J. Nasca

President and CEO

(Principal Executive Officer)

DATE

November 1, 2021

/s/ John B. Connerton

John B. Connerton

Treasurer

(Principal Financial Officer and Principal Accounting Officer)