First Seacoast Bancorp - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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 No. 001-38985

First Seacoast Bancorp

(Exact Name of Registrant as Specified in Its Charter)

United States of America		84-2404519
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

633 Central Avenue, Dover, New Hampshire		03820
(Address of Principal Executive Offices)		(Zip Code)

(603) 742-4680

(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, $0.01 par value per share

FSEA

The Nasdaq Stock Market, LLC

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 requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

6,013,256 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding as of August 2, 2021, of which 3,345,925 shares were owned by First Seacoast Bancorp, MHC.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets at June 30, 2021 (unaudited) and December 31, 2020	2
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	46
PART II.	OTHER INFORMATION	47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

CONSOLIDATED Balance Sheets

(Dollars in thousands)	(Unaudited) June 30, 2021			December 31, 2020
ASSETS
Cash and due from banks	$	21,132		$	5,996
Interest bearing time deposits with other banks		2,488			2,488
Securities available-for-sale, at fair value		67,153			55,470
Federal Home Loan Bank stock		2,022			1,796
Loans		376,459			368,142
Less allowance for loan losses		(3,466	)		(3,342	)
Net loans		372,993			364,800
Land, building and equipment, net		4,828			5,078
Bank-owned life insurance		4,396			4,356
Accrued interest receivable		1,333			1,412
Other assets		1,889			1,666
Total assets	$	478,234		$	443,062
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing deposits	$	74,631		$	64,571
Interest bearing deposits		295,740			262,810
Total deposits		370,371			327,381
Advances from Federal Home Loan Bank		39,032			34,127
Advances from Federal Reserve Bank		4,239			18,195
Mortgagors’ tax escrow		799			1,420
Deferred compensation liability		1,641			1,667
Other liabilities		2,202			1,411
Total liabilities		418,284			384,201
Stockholders' Equity:
Preferred Stock, $.01 par value, 10,000,000 shares authorized as of June 30, 2021 and December 31, 2020; none issued and outstanding as of June 30, 2021 and December 31, 2020		—			—
Common Stock, $.01 par value, 90,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 6,083,500 shares issued and 6,016,022 shares outstanding as of June 30, 2021 and 6,083,500 shares issued and 6,058,024 outstanding as of December 31, 2020, respectively		60			61
Additional paid-in capital		25,603			25,606
Equity capital		35,933			34,192
Accumulated other comprehensive income		1,076			1,381
Treasury stock, at cost: 67,478 and 25,476 shares outstanding as of June 30, 2021 and December 31, 2020, respectively		(636	)		(233	)
Unearned compensation - ESOP: 208,663 and 214,625 shares unallocated at June 30, 2021 and December 31, 2020, respectively		(2,086	)		(2,146	)
Total stockholders' equity		59,950			58,861
Total liabilities and stockholders' equity	$	478,234		$	443,062

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2021		2020		2021		2020
Interest and dividend income:
Interest and fees on loans	$	3,557	$	3,606	$	7,225	$	7,215
Interest on debt securities:
Taxable		100		64		142		151
Non-taxable		222		224		444		414
Total interest on debt securities		322		288		586		565
Dividends		2		36		2		78
Total interest and dividend income		3,881		3,930		7,813		7,858
Interest expense:
Interest on deposits		149		420		328		934
Interest on borrowings		98		239		184		515
Total interest expense		247		659		512		1,449
Net interest and dividend income		3,634		3,271		7,301		6,409
Provision for loan losses		25		160		85		275
Net interest and dividend income after provision for loan losses		3,609		3,111		7,216		6,134
Noninterest income:
Customer service fees		256		225		489		457
Gain on sale of loans		48		166		88		218
Securities gains, net		332		169		535		283
Income from bank-owned life insurance		20		21		40		25
Loan servicing income (loss)		1		18		84		(7	)
Investment services fees		63		52		118		99
Other income		10		10		25		25
Total noninterest income		730		661		1,379		1,100
Noninterest expense:
Salaries and employee benefits		1,885		1,962		3,751		3,952
Director compensation		66		67		128		125
Occupancy expense		170		171		337		324
Equipment expense		140		146		281		290
Marketing		141		67		201		158
Data processing		352		292		671		559
Deposit insurance fees		29		17		59		47
Professional fees and assessments		276		224		481		420
Debit card fees		49		67		91		116
Employee travel and education expenses		27		22		43		54
Other expense		198		183		382		355
Total noninterest expense		3,333		3,218		6,425		6,400
Income before income tax expense		1,006		554		2,170		834
Income tax expense		173		23		429		46
Net income	$	833	$	531	$	1,741	$	788

Earnings per share:
Basic	$	0.14	$	0.09	$	0.30	$	0.13
Diluted	$	0.14	$	0.09	$	0.30	$	0.13

Weighted Average Shares:
Basic		5,817,624		5,862,913		5,827,589		5,861,423
Diluted		5,817,624		5,862,913		5,827,589		5,861,423

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

CONSOLIDATED Statements of COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020
Net income	$	833		$	531		$	1,741		$	788
Other comprehensive income (loss), net of income taxes:
Unrealized gains (losses) on available-for- sale securities:
Unrealized holding gains (losses) on securities available-for-sale arising during the period net of income taxes of $145, $163, $(107) and $257, respectively		391			436			(287	)		688
Reclassification adjustment for (gains) and losses and net amortization or accretion on securities available-for-sale included in net income net of income taxes of $43, $18, $59 and $36, respectively		(112	)		(49	)		(158	)		(96	)
Total unrealized gains (losses) on securities		279			387			(445	)		592
Derivatives:
Change in interest rate swaps net of income taxes of $(17), $(45), $47 and $(45), respectively		(45	)		(119	)		127			(119	)
Reclassification adjustment for net interest expense on swaps included in net income net of income taxes of $4, $-0-, $5 and $-0-, respectively		9			—			13			—
Total change in interest rate swaps		(36	)		(119	)		140			(119	)
Other comprehensive income (loss)		243			268			(305	)		473
Comprehensive income	$	1,076		$	799		$	1,436		$	1,261

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

CONSOLIDATED Statements of Changes in STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)	Shares of Common Stock			Common Stock			Additional Paid-in Capital			Equity Capital		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Unearned Compensation - ESOP			Total Stockholders' Equity
Balance March 31, 2021		6,033,767		$	60		$	25,604		$	35,100	$	833		$	(465	)	$	(2,116	)	$	59,016
Net income		—			—			—			833		—			—			—			833
Other comprehensive income		—			—			—			—		243			—			—			243
Treasury stock activity		(17,745	)		—			—			—		—			(171	)		—			(171	)
ESOP shares earned - 2,981 shares		—			—			(1	)		—		—			—			30			29
Balance June 30, 2021		6,016,022		$	60		$	25,603		$	35,933	$	1,076		$	(636	)	$	(2,086	)	$	59,950

Balance December 31, 2020		6,058,024		$	61		$	25,606		$	34,192	$	1,381		$	(233	)	$	(2,146	)	$	58,861
Net income		—			—			—			1,741		—			—			—			1,741
Other comprehensive loss		—			—			—			—		(305	)		—			—			(305	)
Treasury stock activity		(42,002	)		(1	)		—			—		—			(403	)		—			(404	)
ESOP shares earned - 5,962 shares		—			—			(3	)		—		—			—			60			57
Balance June 30, 2021		6,016,022		$	60		$	25,603		$	35,933	$	1,076		$	(636	)	$	(2,086	)	$	59,950

Balance March 31, 2020		6,083,500		$	61		$	25,633		$	33,370	$	726		$	—		$	(2,236	)	$	57,554
Net income		—			—			—			531		—			—			—			531
Other comprehensive income		—			—			—			—		268			—			—			268
ESOP shares earned - 2,981 shares		—			—			(11	)		—		—			—			30			19
Balance June 30, 2020		6,083,500		$	61		$	25,622		$	33,901	$	994		$	—		$	(2,206	)	$	58,372

Balance December 31, 2019		6,083,500		$	61		$	25,636		$	33,113	$	521		$	—		$	(2,265	)	$	57,066
Net income		—			—			—			788		—			—			—			788
Other comprehensive income		—			—			—			—		473			—			—			473
ESOP shares earned - 5,962 shares		—			—			(14	)		—		—			—			59			45
Balance June 30, 2020		6,083,500		$	61		$	25,622		$	33,901	$	994		$	—		$	(2,206	)	$	58,372

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
(Dollars in thousands)	2021			2020
Cash flows from operating activities:
Net income	$	1,741		$	788
Adjustments to reconcile net income to net cash provided by operating activities:
ESOP expense		57			45
Depreciation		281			290
Net amortization of bond premium		318			151
Provision for loan losses		85			275
Gain on sale of loans		(88	)		(218	)
Securities (gains), net		(535	)		(283	)
Proceeds from loans sold		3,000			9,037
Origination of loans sold		(2,912	)		(8,819	)
Increase in bank-owned life insurance		(40	)		(25	)
(Increase) decrease in deferred loan costs		(368	)		1,089
Deferred tax expense (benefit)		108			(306	)
Decrease (increase) in accrued interest receivable		79			(125	)
(Increase) decrease in other assets		(218	)		261
Decrease in deferred compensation liability		(26	)		(17	)
Increase in other liabilities		983			571
Net cash provided by operating activities		2,465			2,714
Cash flows from investing activities:
Proceeds from sales, maturities and principal payments from securities available-for-sale		18,443			19,421
Purchase of securities available-for-sale		(30,520	)		(17,914	)
Purchase of property and equipment		(31	)		(262	)
Loan purchases		(8,506	)		(9,901	)
Loan originations and principal collections, net		557			(27,840	)
Recoveries of loans previously charged off		39			21
Net (purchase) redemption of Federal Home Loan Bank stock		(226	)		195
Proceeds from sales of interest bearing time deposits with other banks		—			247
Net cash used by investing activities		(20,244	)		(36,033	)
Cash flows from financing activities:
Net increase in NOW, demand deposits, money market and savings accounts		33,366			51,979
Net increase (decrease) in certificates of deposit		9,624			(2,970	)
(Decrease) increase in mortgagors’ escrow accounts		(621	)		120
Treasury stock purchases		(403	)		—
Proceeds from short-term FHLB advances		15,000			5,000
Proceeds from long-term FHLB advances		5,000			20,000
Payments on short-term FHLB advances		(15,095	)		(29,907	)
Payments on long-term FHLB advances		—			(10,000	)
Proceeds from short-term FRB advances		—			25,713
Payments on short-term FRB advances		(13,956	)		—
Net cash provided by financing activities		32,915			59,935
Net change in cash and cash equivalents		15,136			26,616
Cash and cash equivalents at beginning of period		5,996			4,009
Cash and cash equivalents at end of period	$	21,132		$	30,625
Supplemental disclosure of cash flow information:
Cash activities:
Cash paid for interest	$	531		$	1,435
Cash paid for income taxes		162			59
Noncash activities:
Effect of change in fair value of securities available-for-sale:
Securities available-for-sale		(611	)		812
Deferred taxes		166			(220	)
Other comprehensive (loss) income		(445	)		592
Effect of change in fair value of interest rate swaps:
Interest rate swaps		192			(164	)
Deferred taxes		(52	)		45
Other comprehensive (loss) income		140			(119	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FIRST SEACOAST BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of First Seacoast Bancorp (the “Company”), its wholly-owned subsidiary, First Seacoast Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, FSB Service Corporation, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim consolidated financial information, general practices within the banking industry and with instructions for Form 10-Q and Regulation S-X. Accordingly, these interim financial statements do not include all the information or footnotes required by U.S. GAAP for annual financial statements. However, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of these consolidated financial statements have been included. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results which may be expected for the entire year. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 26, 2021.

Corporate Structure

The Company is the federally-chartered holding company for the Bank (formerly named Federal Savings Bank). Effective July 16, 2019, pursuant to a Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company and Stock Issuance Plan, the Bank reorganized into the mutual holding company structure and the Company completed a concurrent stock offering.

The Bank offers a full range of banking and wealth management services to its customers. The Bank focuses on four core services that center around customer needs. The core services include residential lending, commercial banking, personal banking and wealth management. The Bank offers a full range of commercial and consumer banking services through its network of five full-service branch locations. Investment management services are offered at the Company’s full-service wealth management office in Dover, New Hampshire. The assets held for wealth management customers are not assets of the Company and, accordingly, are not reflected in the accompanying balance sheets. Assets under management totaled approximately $65.6 million and $58.4 million at June 30, 2021 and December 31, 2020, respectively.

The Bank is engaged principally in the business of attracting deposits from the public and investing those funds in various types of loans, including residential and commercial real estate, and a variety of commercial and consumer loans. The Bank also invests its deposits and borrowed funds in investment securities. Deposits at the Bank are insured by the Federal Deposit and Insurance Corporation (“FDIC”) for the maximum amount permitted by law.

Banking services, the Company’s only reportable operating segment, is managed as a single strategic unit.

Recently Adopted Accounting Standards

As an “emerging growth company,” as defined in Title 1 of Jumpstart Our Business Startups (JOBS) Act, the Company has elected to use the extended transition period to delay adoption of new or reissued accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards without an extended transition period. As of June 30, 2021, there was no significant difference in the comparability of the Company’s consolidated financial statements as a result of this extended transition period except for the accounting treatment for measuring and recording the Company’s allowance for loan losses. The Company measures and records an allowance for loan losses based upon the incurred loss model while other public companies may be required to calculate their allowance for loan losses based upon the current expected credit loss (“CECL”) model. The CECL approach requires an estimate of the loan loss expected over the life of the loan while the incurred loss approach delays the recognition of a loan loss until it is probable a loss event has incurred. The Company’s status as an “emerging growth company” will end on the earlier of: (i) the last day of the fiscal year of the Company during which it had total annual gross revenues of $1.07 billion (as adjusted for inflation) or more; (ii) the last day of the fiscal year of the Company following the fifth anniversary of the effective date of the Company’s initial public offering (which will be December 31, 2024 for the Company); (iii) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which the Company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non-voting equity held by non-affiliates).

In August 2017, the FASB issued Accounting Standards Update (ASU) 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in ASU 2017-12 apply to any entity that elects to apply hedge accounting in accordance with U.S. GAAP. The main changes introduced by ASU 2017-12 eliminate the requirement to separately measure and report hedge ineffectiveness and requires companies to present all of the elements of hedge accounting that affect earnings in the same income statement line as the hedged item. The standard also permits hedge accounting for strategies for which hedge accounting was not historically permitted and includes new alternatives for measuring the hedged item for fair value hedges of interest rate risk. Furthermore, the standard eases the requirements for effectiveness testing, hedge documentation, applying the critical terms match method and introduces new alternatives that will permit companies to reduce the risk of material error corrections if they misapply the shortcut method. The adoption of this ASU on January 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Yet To Be Adopted

The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on the Company’s consolidated financial statements.

In January 2021, the FASB issued ASU 2021-1, “Reference Rate Reform (Topic 848) (Scope),” which clarifies certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting applied to derivatives that are affected by the discounting transition. This ASU becomes effective immediately for all entities on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,” as a limited deferral of the effective dates, for one year, of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” and ASU No. 2016-02, “Leases (Topic 842),” to provide immediate, near-term relief for certain entities for whom these ASU’s are either currently or imminently effective as a result of COVID-19. The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” as of January 1, 2019. The Company does not expect the adoption of ASU No. 2016-02, “Leases (Topic 842),” to have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional guidance to ease the potential burden in accounting due to reference rate reform. The guidance in this update provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made, and hedging relationships entered into, on or before December 31, 2022. The Company is currently evaluating its contracts and the optional expedients provided by the new standard.

In February 2020, the FASB issued ASU 2020-2, “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This ASU adds an SEC paragraph pursuant to the issuance of SEC SAB Topic No. 119 to the FASB Codification Topic 326 and updates the SEC section of the Codification for the change in the effective dates of Topic 842. This ASU primarily details guidance on what SEC staff would expect a registrant to perform and document when measuring and recording its allowance for credit losses for financial assets recorded at amortized cost.

In January 2020, the FASB issued ASU 2020-1, “Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions Between Topic 321, Topic 323, and T 815 (A Consensus of the Emerging Issues Task Force),” which clarifies the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. This ASU becomes effective for public entities for fiscal years beginning after December 15, 2020 and all other entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies accounting for income taxes by removing specific technical exceptions. The guidance removes the need for companies to analyze whether (1) the exception to the incremental approach for intra-period tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses apply in a given period. The amendments in this ASU are effective for smaller reporting companies for fiscal years beginning after December 15, 2021. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” to increase stakeholder awareness of the improvements made to the various amendments to Topic 326 and to clarify certain areas of guidance as companies transition to the new standard. Also during November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” finalizing various effective date deferrals for private companies, not-for-profit organizations and certain smaller reporting companies applying the credit losses (CECL), leases and hedging standards. The effective date for ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” is deferred to years beginning after December 15, 2022. The effective dates for ASU 2016-02, “Leases (Topic 842)” is deferred to fiscal years beginning after December 15, 2021.

In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” to increase stakeholders’ awareness of the amendments and to expedite improvements to the Codification. In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses, Topic 326.” This ASU addresses certain stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. On October 16, 2019, the FASB approved a proposal to delay the implementation of this standard for smaller reporting companies to years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, however, the Company will apply the standard’s provisions as a cumulative effect adjustment to equity capital as of the first reporting period in which the guidance is effective. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company is reviewing the requirements of ASU 2016-13 and is developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates the allowance for loan losses will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which creates a new credit impairment standard for financial assets measured at amortized cost and available-for-sale debt securities. The ASU requires financial assets measured at amortized cost (including loans and held-to-maturity debt securities) to be presented at the net amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of the asset, rather than incurred losses. The ASU requires that credit

losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down. The measurement of credit losses for newly recognized financial assets (other than certain purchased assets) and subsequent changes in the allowance for credit losses are recorded in the statement of income as the amounts expected to be collected change. The ASU was originally to be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” extending the implementation date by one year for smaller reporting companies and clarifying that operating lease receivables are outside the scope of Accounting Standards Codification Topic 326. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” to increase stakeholders’ awareness of the amendments and to expedite improvements to the Codification. In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses, Topic 326.” This ASU addresses certain stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13, while still providing financial statement users with decision-useful information. On October 16, 2019, the FASB approved a proposal to delay the implementation of this standard for smaller reporting companies to years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, however, the Company will apply the standard’s provisions as a cumulative effect adjustment to equity capital as of the first reporting period in which the guidance is effective. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company is reviewing the requirements of ASU 2016-13 and is developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates the allowance for loan losses will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.

2.	Cash and Due From Banks

At June 30, 2021 and December 31, 2020, cash and due from banks totaled $21.1 million and $6.0 million, respectively. The Company pledged cash collateral to derivative counterparties totaling $525,000 at June 30, 2021 and December 31, 2020. See Note 12 for a discussion of the Company’s derivative and hedging activities.

3.	Securities Available-for-Sale

The amortized cost and fair value of securities available-for-sale, and the corresponding amounts of gross unrealized gains and losses, are as follows as of June 30, 2021 and December 31, 2020:

	June 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
U.S. Government-sponsored enterprises obligations	$	4,514	$	9	$	(45	)	$	4,478
U.S. Government agency small business administration pools guaranteed by SBA		2,193		61		—			2,254
Collateralized mortgage obligations issued by the FHLMC and FNMA		2,130		5		(11	)		2,124
Residential mortgage backed securities		17,776		43		(180	)		17,639
Municipal bonds		39,120		1,566		(28	)		40,658
	$	65,733	$	1,684	$	(264	)	$	67,153

	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
U.S. Government-sponsored enterprises obligations	$	997	$	—	$	(24	)	$	973
U.S. Government agency small business administration pools guaranteed by SBA		2,399		71		—			2,470
Collateralized mortgage obligations issued by the FHLMC		938		11		—			949
Residential mortgage backed securities		5,100		49		(13	)		5,136
Municipal bonds		44,005		1,944		(7	)		45,942
	$	53,439	$	2,075	$	(44	)	$	55,470

The amortized cost and fair values of available-for-sale securities at June 30, 2021 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
	(Dollars in thousands)
June 30, 2021
Due after one year through five years	$	—	$	—
Due after five years through ten years		5,479		5,497
Due after ten years		38,155		39,639
Total U.S. Government-sponsored enterprises obligations and municipal bonds		43,634		45,136
U.S. Government agency small business pools guaranteed by SBA		2,193		2,254
Collateralized mortgage obligations issued by the FHLMC and FNMA		2,130		2,124
Residential mortgage backed securities		17,776		17,639
Total	$	65,733	$	67,153

The following is a summary of gross unrealized losses and fair value for those investments with unrealized losses, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, at June 30, 2021 and December 31, 2020:

	Less than 12 Months							More than 12 Months						Total
	Number of Securities		Fair Value		Unrealized Losses			Number of Securities		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in thousands)
June 30, 2021
U.S. Government sponsored enterprises obligations		3	$	1,634	$	(45	)		—	$	—	$	—	$	1,634	$	(45	)
U.S. Government agency small business administration pools guaranteed by SBA		—		—		—			—		—		—		—		—
Collateralized mortgage obligations issued by the FHLMC and FNMA		2		1,382		(11	)		—		—		—		1,382		(11	)
Residential mortgage backed securities		13		13,463		(180	)		—		—		—		13,463		(180	)
Municipal bonds		5		4,298		(28	)		—		—		—		4,298		(28	)
		23	$	20,777	$	(264	)		—	$	—	$	—	$	20,777	$	(264	)
December 31, 2020
U.S. Government sponsored enterprises obligations		2	$	973	$	(24	)		—	$	—	$	—	$	973	$	(24	)
U.S. Government agency small business administration pools guaranteed by SBA		—		—		—			—		—		—		—		—
Collateralized mortgage obligations issued by the FHLMC		—		—		—			—		—		—		—		—
Residential mortgage backed securities		1		3,102		(13	)		—		—		—		3,102		(13	)
Municipal bonds		4		2,381		(7	)		—		—		—		2,381		(7	)
		7	$	6,456	$	(44	)		—	$	—	$	—	$	6,456	$	(44	)

In evaluating whether investments have suffered an other-than-temporary decline, management evaluated the amount of the decline compared to cost, the length of time and extent to which fair value has been less than cost, the underlying creditworthiness of the issuer, the fair values exhibited during the year and estimated future fair values. In general, management concluded the declines are due to coupon rates compared to market rates and current economic conditions. The Company does not intend to sell investments with unrealized losses, and it is more likely than not that the Company will not be required to sell these investments before recovery of their amortized cost basis. Based on evaluations of the underlying issuers’ financial condition, current trends and economic conditions, management does not believe any securities suffered an other-than-temporary decline in value as of June 30, 2021 or December 31, 2020.

Proceeds from sales, maturities, principal payments received and gross realized gains and losses on available-for-sale securities were as follows for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
	(Dollars in thousands)
Proceeds from sales, maturities, and principal payments received on securities available-for-sale	$	8,697		$	3,690	$	18,443		$	19,421
Gross realized gains		385			169		588			287
Gross realized losses		(53	)		—		(53	)		(4	)
Net realized gains	$	332		$	169	$	535		$	283

As of June 30, 2021 and December 31, 2020, there were no holdings that were issued by a single state or political subdivision which comprised more than 10% of the total fair value of the Company’s available-for-sale securities.

Loans

The Bank’s lending activities are primarily conducted in and around Dover, New Hampshire and in the areas surrounding its branches. The Bank grants commercial real estate loans, multifamily 5+ dwelling unit loans, commercial and industrial loans, acquisition, development, and land loans, 1–4 family residential loans, home equity line of credit loans and consumer loans. Most loans are collateralized by real estate. The ability and willingness of real estate, commercial and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate sector in the borrowers’ geographic area and the general economy.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported, and in March 2020, the COVID-19 outbreak was declared a pandemic. On March 27, 2020, the Small Business Administration (“SBA”) established a loan program in response to the COVID-19 pandemic, the Paycheck Protection Program (“PPP”), which was added to the SBA’s 7(a) loan program by of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (such loans, “PPP loans”). The PPP, a nearly $350 billion program, was designed to aid small- and medium-sized businesses through federally guaranteed SBA loans distributed through banks. On December 27, 2020, the 2021 Consolidated Appropriations Act was signed, which extended relief provisions contained in the CARES act to the earlier of 60 days after the national emergency termination date or January 1, 2022. This legislation also included a $900 billion relief package and the extension of certain relief provisions from the March 2020 CARES Act that were set to expire at the end of 2020, including the extension of the eviction moratorium and $286 billion of additional PPP funds. The Consolidated Appropriations Act also continued to suspend the requirements under U.S. GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a troubled debt restructuring (“TDR”) and suspend any determination of a loan modified as a result of the effects of the COVID–19 pandemic as being a TDR, including impairment for accounting purposes. During the six months ended June 30, 2021 and the year ended December 31, 2020, the Bank originated 134 and 286 PPP loans, respectively, with aggregate outstanding principal balances of $13.1 million and $33.0 million, respectively. As of June 30, 2021 and December 31, 2020, total PPP loan principal balances were $16.0 million and $21.2 million, respectively, and were included in commercial and industrial loans (C+I).

Loans consisted of the following at June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
	(Dollars in thousands)
Commercial real estate (CRE)	$	68,143		$	66,166
Multifamily (MF)		9,833			6,619
Commercial and industrial (C+I)		37,853			45,262
Acquisition, development, and land (ADL)		23,516			23,145
1-4 family residential (RES)		225,372			213,718
Home equity line of credit (HELOC)		7,939			9,583
Consumer (CON)		2,730			2,944
Total loans		375,386			367,437
Net deferred loan costs		1,073			705
Allowance for loan losses		(3,466	)		(3,342	)
Total loans, net	$	372,993		$	364,800

Changes in the allowance for loan losses (“ALL”) for the three and six months ended June 30, 2021 and 2020, by portfolio segment, are summarized as follows:

(Dollars in thousands)	CRE			MF		C+I			ADL			RES		HELOC			CON			Unallocated			Total
Balance, March 31, 2021	$	913		$	39	$	206		$	296		$	1,559	$	67		$	50		$	274		$	3,404
Provision for loan losses		(121	)		52		(24	)		(105	)		191		11			1			20			25
Charge-offs		—			—		—			—			—		—			—			—			—
Recoveries		—			—		36			—			—		—			1			—			37
Balance, June 30, 2021		792			91		218			191			1,750		78			52			294			3,466

Balance March 31, 2020		796			48		287			135			1,643		79			20			1			3,009
Provision for loan losses		(56	)		4		(11	)		88			47		(21	)		27			82			160
Charge-offs		—			—		—			—			—		—			(18	)		—			(18	)
Recoveries		—			—		2			—			—		—			—			—			2
Balance, June 30, 2020		740			52		278			223			1,690		58			29			83			3,153

Balance, December 31, 2020		753			60		267			174			1,656		78			52			302			3,342
Provision for loan losses		39			31		(86	)		17			94		—			(2	)		(8	)		85
Charge-offs		—			—		—			—			—		—			—			—			—
Recoveries		—			—		37			—			—		—			2			—			39
Balance, June 30, 2021		792			91		218			191			1,750		78			52			294			3,466

Balance, December 31, 2019		781			23		350			145			1,503		52			18			3			2,875
Provision for loan losses		(60	)		29		(74	)		78			187		6			29			80			275
Charge-offs		—			—		—			—			—		—			(18	)		—			(18	)
Recoveries		19			—		2			—			—		—			—			—			21
Balance, June 30, 2020	$	740		$	52	$	278		$	223		$	1,690	$	58		$	29		$	83		$	3,153

As of June 30, 2021 and December 31, 2020, information about loans and the ALL, by portfolio segment, are summarized below:

(Dollars in thousands)	CRE		MF		C+I		ADL		RES		HELOC		CON		Unallocated		Total
June 30, 2021 Loan Balances
Individually evaluated for impairment	$	111	$	—	$	33	$	—	$	—	$	—	$	—	$	—	$	144
Collectively evaluated for impairment		68,032		9,833		37,820		23,516		225,372		7,939		2,730		—		375,242
Total	$	68,143	$	9,833	$	37,853	$	23,516	$	225,372	$	7,939	$	2,730	$	—	$	375,386
ALL related to the loans
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		792		91		218		191		1,750		78		52		294		3,466
Total	$	792	$	91	$	218	$	191	$	1,750	$	78	$	52	$	294	$	3,466
December 31, 2020 Loan Balances
Individually evaluated for impairment	$	117	$	—	$	822	$	—	$	62	$	—	$	—	$	—	$	1,001
Collectively evaluated for impairment		66,049		6,619		44,440		23,145		213,656		9,583		2,944		—		366,436
Total	$	66,166	$	6,619	$	45,262	$	23,145	$	213,718	$	9,583	$	2,944	$	—	$	367,437
ALL related to the loans
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		753		60		267		174		1,656		78		52		302		3,342
Total	$	753	$	60	$	267	$	174	$	1,656	$	78	$	52	$	302	$	3,342

The following is an aging analysis of past due loans by portfolio segment as of June 30, 2021:

(Dollars in thousands)	30-59 Days		60-89 Days		90 + Days		Total Past Due		Current		Total Loans		Non-Accrual Loans
CRE	$	—	$	—	$	—	$	—	$	68,143	$	68,143	$	—
MF		—		—		—		—		9,833		9,833		—
C+I		—		—		—		—		37,853		37,853		—
ADL		—		—		—		—		23,516		23,516		—
RES		158		—		—		158		225,214		225,372		—
HELOC		254		—		—		254		7,685		7,939		—
CON		—		—		—		—		2,730		2,730		—
	$	412	$	—	$	—	$	412	$	374,974	$	375,386	$	—

The following is an aging analysis of past due loans by portfolio segment as of December 31, 2020:

(Dollars in thousands)	30-59 Days		60-89 Days		90 + Days		Total Past Due		Current		Total Loans		Non-Accrual Loans
CRE	$	—	$	—	$	—	$	—	$	66,166	$	66,166	$	—
MF		—		—		—		—		6,619		6,619		—
C+I		—		—		822		822		44,440		45,262		822
ADL		—		—		—		—		23,145		23,145		—
RES		42		—		62		104		213,614		213,718		62
HELOC		143		—		—		143		9,440		9,583		—
CON		—		—		—		—		2,944		2,944		—
	$	185	$	—	$	884	$	1,069	$	366,368	$	367,437	$	884

There were no loans collateralized by residential real estate property in the process of foreclosure at June 30, 2021 or December 31, 2020.

The following table provides information on impaired loans as of June 30, 2021 and December 31, 2020:

(Dollars in thousands)	Recorded Carrying Value		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
June 30, 2021
With no related allowance recorded:
CRE	$	—	$	—	$	—	$	—	$	—
MF		—		—		—		—		—
C+I		—		—		—				—
ADL		—		—		—		—		—
RES		—		—		—		31		3
HELOC		—		—		—		—		—
CON		—		—		—		—		—
Total impaired loans	$	—	$	—	$	—	$	31	$	3
December 31, 2020
With no related allowance recorded:
CRE	$	—	$	—	$	—	$	—	$	—
MF		—		—		—		—		—
C+I		822		938		—		909		—
ADL		—		—		—		—		—
RES		62		62		—		64		5
HELOC		—		—		—		—		—
CON		—		—		—		—		—
Total impaired loans	$	884	$	1,000	$	—	$	973	$	5

Credit Quality Information

The Bank utilizes a ten-grade internal loan rating system for its commercial real estate, multifamily, commercial and industrial and acquisition, development, and land loans. Residential real estate, home equity line of credit and consumer loans are considered “pass” rated loans until they become delinquent. Once delinquent, loans can be rated an 8, 9 or 10 as applicable.

Loans rated 1 through 6: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 7: Loans in this category are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 8: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Bank will sustain some loss if the weakness is not corrected.

Loans rated 9: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 10: Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted and should be charged off.

On an annual basis, or more often if needed, the Bank formally reviews the ratings on its commercial and industrial, commercial real estate and multifamily loans. On a periodic basis, the Bank engages an independent third party to review a significant portion of loans within these segments and to assess the credit risk management practices of its commercial lending department. Management uses the results of these reviews as part of its annual review process and overall credit risk administration.

On a quarterly basis, the Bank formally reviews the ratings on its applicable residential real estate and home equity loans if they have become classified as non-accrual. Criteria used to determine ratings consist of loan-to-value ratios and days delinquent.

The following presents the internal risk rating of loans by portfolio segment as of June 30, 2021:

(Dollars in thousands)	Pass		Special Mention		Substandard		Total
CRE	$	65,283	$	2,749	$	111	$	68,143
MF		9,833		—		—		9,833
C+I		37,037		783		33		37,853
ADL		23,516		—		—		23,516
RES		225,372		—		—		225,372
HELOC		7,939		—		—		7,939
CON		2,730		—		—		2,730
Total	$	371,710	$	3,532	$	144	$	375,386

The following presents the internal risk rating of loans by portfolio segment as of December 31, 2020:

(Dollars in thousands)	Pass		Special Mention		Substandard		Total
CRE	$	63,191	$	2,858	$	117	$	66,166
MF		6,619		—		—		6,619
C+I		41,021		4,083		158		45,262
ADL		23,145		—		—		23,145
RES		213,656		—		62		213,718
HELOC		9,583		—		—		9,583
CON		2,944		—		—		2,944
Total	$	360,159	$	6,941	$	337	$	367,437

In response to the COVID-19 pandemic, the Bank has implemented a short-term loan modification program to provide temporary payment relief to certain of our borrowers who meet the program's qualifications. In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, issued an interagency statement titled “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus,” that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors (ASC 310-40),” a restructuring of debt constitutes a troubled debt restructuring, or TDR, if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The regulatory agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to the COVID-19 pandemic to borrowers who were current prior to any relief, are not to be considered TDRs. These include short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms or other delays in payment that are insignificant.

Additionally, Section 4013 of the CARES Act, that became law on March 27, 2020, further provides banks with the option to elect either or both of the following from March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after

the date on which the national emergency concerning the COVID-19 pandemic declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates (extended to January 1, 2022 by the 2021 Consolidated Appropriations Act):

(i)

to suspend the requirements under U.S. GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a TDR; and/or

(ii)

to suspend any determination of a loan modified as a result of the effects of the COVID–19 pandemic as being a TDR, including impairment for accounting purposes.

If a bank elects a suspension noted above, the suspension (i) will be effective for the term of the loan modification, but solely with respect to any modification, including a forbearance arrangement, an interest rate modification, a repayment plan and any other similar arrangement that defers or delays the payment of principal or interest, that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019 and (ii) will not apply to any adverse impact on the credit of a borrower that is not related to the COVID–19 pandemic. The Company has applied this guidance to qualifying loan modifications.

The program has been offered to both retail and commercial borrowers. The majority of short-term loan modifications for retail loan borrowers consist of deferred payments (which may include principal, interest and escrow), which are capitalized to the loan balance and recovered through the re-amortization of the monthly payment at the end of the deferral period. For commercial loan borrowers, the majority of short-term modifications consist of allowing the borrower to make interest-only payments with the deferred principal to be due at maturity or repaid as the monthly payment is re-amortized at the next interest reset date as is applicable to the individual loan structure. Alternatively, commercial loan borrowers may defer their full monthly payment similar to the retail loan program outlined above. All loans modified under these programs are maintained on full accrual status during the deferral period.

As of June 30, 2021, temporary payment relief continued for 2 RES loans with aggregate outstanding principal balances of $323,000. Under the applicable regulatory guidance, none of these loans were considered troubled debt restructurings as of June 30, 2021.

Certain directors and executive officers of the Company and companies in which they have significant ownership interests are customers of the Bank. Loans outstanding to these persons and entities at June 30, 2021 and December 31, 2020 were $5.1 million and $5.3 million, respectively.

5.	Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of such loans were $42.5 million and $45.8 million at June 30, 2021 and December 31, 2020, respectively. Substantially all of these loans were originated by the Bank and sold to third parties on a non-recourse basis with servicing rights retained. These retained servicing rights are recorded as a servicing asset and are initially recorded at fair value (see Note 13, Fair Value of Assets and Liabilities, for more information). Changes to the balance of mortgage servicing rights are recorded in loan servicing income (loss) in the Company’s consolidated statements of income.

The Bank’s mortgage servicing activities include: collecting principal, interest and escrow payments from borrowers; making tax and insurance payments on behalf of borrowers; monitoring delinquencies and executing foreclosure proceedings; and accounting for and remitting principal and interest payments to investors. Loan servicing income (loss), including late and ancillary fees, was $1,000 and $18,000 for the three months ended June 30, 2021 and 2020, respectively, and $84,000 and ($7,000) for the six months ended June 30, 2021 and 2020, respectively. The Bank’s residential mortgage investor loan servicing portfolio is primarily comprised of fixed rate loans concentrated in the Bank’s market areas.

The following summarizes activity in mortgage servicing rights for the three and six months ended June 30, 2021 and 2020:

(Dollars in thousands)	2021			2020
Balance, March 31,	$	329		$	342
Additions		17			46
Payoffs		(18	)		(31	)
Change in fair value due to change in assumptions		(25	)		(28	)
Balance, June 30,		303			329

Balance, January 1,		273			397
Additions		30			89
Payoffs		(32	)		(57	)
Change in fair value due to change in assumptions		32			(100	)
Balance, June 30,	$	303		$	329

Deposits

Deposits consisted of the following at June 30, 2021 and December 31, 2020:

(Dollars in thousands)	June 30, 2021		December 31, 2020
NOW and demand deposits	$	184,236	$	161,336
Money market deposits		75,067		69,320
Savings deposits		52,776		48,057
Time deposits of $250,000 and greater		7,601		10,119
Time deposits less than $250,000		50,691		38,549
	$	370,371	$	327,381

At June 30, 2021, the scheduled maturities of time deposits were as follows:

(Dollars in thousands)
2021	$	36,959
2022		15,123
2023		2,651
2024		776
2025		1,642
2026		1,141
	$	58,292

There were $15.0 million and $-0- of brokered deposits included in time deposits at June 30, 2021 and December 31, 2020, respectively.

7.	Borrowings

Federal Home Loan Bank (“FHLB”)

A summary of borrowings from the FHLB is as follows:

		June 30, 2021
Principal Amounts		Maturity Dates		Interest Rates
		(Dollars in thousands)
$	10,000		2021	0.31% – fixed
	2,262		2022	0.00% – fixed
	5,000		2023	0.45% – fixed
	10,800		2024	0.00% to 1.39% – fixed
	10,520		2025	0.00% to 1.35% – fixed
	250		2028	0.00 % – fixed
	200		2030	0.00 % – fixed
$	39,032

		December 31, 2020
Principal Amounts		Maturity Dates		Interest Rates
		(Dollars in thousands)
$	10,095		2021	0.39% (fixed) to 0.42% (variable)
	2,262		2022	0.00% – fixed
	10,800		2024	0.00% to 1.39% – fixed
	10,520		2025	0.00% to 1.35% – fixed
	250		2028	0.00% – fixed
	200		2030	0.00% – fixed
$	34,127

All borrowings from the FHLB are secured by a blanket security agreement on qualified collateral, principally residential mortgage loans and certain U.S. government sponsored mortgage-backed securities, in an aggregate amount equal to outstanding advances. The Bank’s unused remaining available borrowing capacity at the FHLB was approximately $102.9 million and $112.6 million at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021 and December 31, 2020, the Bank had sufficient collateral at the FHLB to support its obligations and was in compliance with the FHLB’s collateral pledging program.

Included in the above advances at June 30, 2021 and December 31, 2020 is a $10.0 million long-term advance, with an interest rate of 1.39%, which is callable by the FHLB on September 7, 2021 and quarterly thereafter, and a $10.0 million long-term advance, with an interest rate of 1.35%, which is callable by the FHLB on August 10, 2021 and quarterly thereafter. As of June 30, 2021 and December 31, 2020, borrowings include $4.0 million of advances through the FHLB’s Jobs for New England program where certain qualifying small business loans that create or preserve jobs, expand woman-, minority- or veteran- owned businesses or otherwise stimulate the economy in New England communities are offered at an interest rate of 0%.

During the quarter ended June 30, 2021, the Bank entered into two $5.0 million forward starting advances with the FHLB, at a rate of 0.44% beginning November 15, 2021 and December 20, 2021 with maturity dates of May 15, 2023 and March 20, 2023, respectively.

At June 30, 2021, the Bank had an overnight line of credit with the FHLB that may be drawn up to $3.0 million. Additionally, the Bank had a total of $5.0 million of unsecured Fed Funds borrowing lines of credit with two correspondent banks. The entire balance of all these credit facilities was available at June 30, 2021.

Federal Reserve Bank of Boston (“FRB”)

The Bank has established a Paycheck Protection Program Liquidity Facility (“PPPLF”). The PPPLF allows the Bank to request advances from the FRB. Under the PPPLF, advances must be secured by pledges of PPP Loans. The interest rate applicable to any advance made under the PPPLF is 35 basis points. As of June 30, 2021, $4.2 million of PPPLF advances are outstanding and collateralized by 18 PPP loans. As of December 31, 2020, $18.2 million of PPPLF advances were outstanding and

collateralized by 110 PPP loans. Maturities of PPPLF advances are tied to the maturity of the underlying PPP loan and will be accelerated if the PPP loan is sold or forgiven.

8.	Employee Benefits

Employee Stock Ownership Plan

The Company established the First Seacoast Bank Employee Stock Ownership Plan (“ESOP”) to provide eligible employees of the Company the opportunity to own Company common stock. The ESOP is a tax-qualified retirement plan for the benefit of Company employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal limits. The number of shares committed to be released per year through 2038 is 11,924.

The ESOP funded its purchase of 238,473 shares through a loan from the Company equal to 100% of the aggregate purchase price of the common stock. The ESOP trustee will repay the loan principally through the Bank’s contributions to the ESOP over the remaining loan term that matures on December 31, 2038. At June 30, 2021 and December 31, 2020, the remaining principal balance on the ESOP debt was $2.2 million.

Under applicable accounting requirements, the Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants’ accounts under the plan. Total compensation expense recognized in connection with the ESOP for the three months ended June 30, 2021 and 2020 was $29,000 and $19,000, respectively, and $57,000 and $$45,000 for the six months ended June 30, 2021 and 2020, respectively.

	June 30, 2021		December 31, 2020
Shares held by the ESOP include the following:
Allocated		23,848		11,924
Committed to be allocated		5,962		11,924
Unallocated		208,663		214,625
Total		238,473		238,473

The fair value of unallocated shares was approximately $2.0 and $1.9 million at June 30, 2021 and December 31, 2020, respectively.

401(k) Plan

The Company sponsors a 401(k) defined contribution plan for substantially all employees pursuant to which employees of the Company could elect to make contributions to the plan subject to Internal Revenue Service limits. The Company makes matching and profit-sharing contributions to eligible participants in accordance with plan provisions. The Company’s contributions for the three months ended June 30, 2021 and 2020 were $41,000 and $44,000, respectively, and $91,000 and $94,000 for the six months ended June 30, 2021 and 2020, respectively.

Pension Plan

The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (The Pentegra DB Plan), a tax-qualified defined benefit pension plan. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan. The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413 (c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.

The funded status (fair value of plan assets divided by funding target) as of July 1, 2020 is as follows:

2020 Valuation Report			90.76	%	(1)

(1)

Fair value of plan assets reflects any contributions received through June 30, 2020.

Based upon the funded status of the Pentegra DB Plan as of July 1, 2020, no funding improvement plan or rehabilitation plan has been implemented or is pending as of June 30, 2021.

Total pension plan expense for the three months ended June 30, 2021 and 2020 was $90,000 and $180,000 and $189,000 for the six months ended June 30, 2021 and 2020, respectively, and is included in salaries and employee benefits expense in the accompanying consolidated statements of income. The Company did not pay a surcharge to the Pentegra DB Plan during the three or six months ended June 30, 2021.

The Company enacted a “hard freeze” for the Pentegra DB Plan as of December 31, 2018, eliminating all future service-related accruals for participants. Prior to this enactment the Company maintained a “soft freeze” status that continued service-related accruals for its active participants with no new participants permitted into the Pentegra DB Plan. The Company estimates a contribution amount of approximately $360,000 for the fiscal year ending December 31, 2021.

Equity Incentive Plan

Effective May 27, 2021, the Company adopted the First Seacoast Bancorp 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock or the granting of shares of restricted stock awards and restricted stock units.

The 2021 Plan authorizes the issuance or delivery to participants of up to 417,327 shares of common stock. Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 298,091 shares, and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 119,236 shares.

The exercise price of stock options may not be less than the fair market value on the date the stock option is granted. Further, stock options may not be granted with a term that is longer than 10 years.

As of June 30, 2021, no awards have been made under the 2021 Plan.

Supplemental Executive Retirement Plans

Salary Continuation Plan

The Company maintains a nonqualified supplemental retirement plan for its current President and its former President. The plan provides supplemental retirement benefits payable in installments over a period of years upon retirement or death. The recorded liability at June 30, 2021 and December 31, 2020 relating to this supplemental retirement plan was $623,000 and $607,000, respectively. The discount rate used to determine the Company’s obligation was 5.00%. The projected rate of salary increase for its current President was 3%. The expense of this salary retirement plan was $20,000 and $23,000 for the three months ended June 30, 2021 and 2020, respectively, and $41,000 and $50,000 for the six months ended June 30, 2021 and 2020, respectively.

Executive Supplemental Retirement Plan

The recorded liability at June 30, 2021 and December 31, 2020 relating to the supplemental retirement plan for the Bank’s former President was $85,000 and $132,000, respectively. The discount rate used to determine the Company’s obligation was 6.25% at June 30, 2021 and December 31, 2020. The expense of this salary retirement plan was $2,000 for the three months ended June 30, 2021 and 2020, and $3,000 and $4,000 for the six months ended June 30, 2021 and 2020, respectively.

Endorsement Method Split Dollar Plan

The Company has an endorsement method split dollar plan for a former President. The recorded liability at June 30, 2021 and December 31, 2020 relating to this supplemental executive benefit agreement was $34,000. The expense of this supplemental plan was $-0- for the three months and six months ended June 30, 2021 and 2020.

Directors Deferred Supplemental Retirement Plan

The Company has a supplemental retirement plan for eligible directors that provides for monthly benefits based upon years of service to the Company, subject to certain limitations as set forth in the agreements. The present value of these future payments is being accrued over the estimated period of service. The estimated liability at June 30, 2021 and December 31, 2020 relating to this plan was $529,000 and $573,000, respectively. The discount rate used to determine the Company’s obligation was 6.25% at June 30, 2021 and December 31, 2020. Total supplemental retirement plan expense amounted to $17,000 and $18,000 for the

three months ended June 30, 2021 and 2020, respectively, and $34,000 and $28,000 for the six months ended June 30, 2021 and 2020, respectively.

Additionally, the Company has a deferred director’s fee plan, which allows members of the board of directors to defer the receipt of fees that otherwise would be paid to them in cash. At June 30, 2021 and December 31, 2020, the total deferred director’s fees amounted to $369,000 and $321,000, respectively.

9.	Other Comprehensive Income

The Company reports certain items as “other comprehensive income” (“OCI”) and reflects total comprehensive income (loss) in the consolidated financial statements for all periods containing elements of other comprehensive income (loss). The following table presents a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated, including the amount of income tax expense (benefit) allocated to each component of other comprehensive income (loss):

Reclassification Adjustment	Three Months Ended June 30, 2021			Three Months Ended June 30, 2020			Affected Line Item in Statements of Income
	(Dollars in thousands)
Gains on securities available-for-sale	$	(332	)	$	(169	)	Securities gains, net
Tax effect		90			46		Income tax expense
		(242	)	$	(123	)	Net income
Net amortization of bond premium		177			102		Interest on debt securities
Tax effect		(47	)		(28	)	Income tax expense
		130			74		Net income
Net interest expense on swaps		13			—		Interest expense on borrowings
Tax effect		(4	)		—		Income tax expense
		9			—		Net income
Total reclassification adjustments	$	(103	)	$	(49	)

	Six Months Ended June 30, 2021			Six Months Ended June 30, 2020
Gains on securities available-for-sale	$	(535	)	$	(283	)	Securities gains, net
Tax effect		145			77		Income tax expense
		(390	)		(206	)	Net income
Net amortization of bond premium		318			151		Interest on debt securities
Tax effect		(86	)		(41	)	Income tax expense
		232			110		Net income
Net interest expense on swaps		18			—		Interest expense on borrowings
Tax effect		(5	)		—		Income tax expense
		13			—		Net income
Total reclassification adjustments	$	(145	)	$	(96	)

The following tables present the changes in each component of OCI for the periods indicated:

(Dollars in thousands)	Net Unrealized Gains (Losses) on AFS Securities⁽¹⁾			Net Unrealized Losses on Cash Flow Hedges⁽¹⁾			OCI⁽¹⁾
Balance at March 31, 2021	$	757		$	76		$	833
Other comprehensive income (loss) before reclassification		391			(45	)		346
Amounts reclassified from OCI		(112	)		9			(103	)
Other comprehensive income (loss)		279			(36	)		243
Balance at June 30, 2021	$	1,036		$	40		$	1,076

Balance at March 31, 2020	$	726		$	—		$	726
Other comprehensive income (loss) before reclassification		436			(124	)		312
Amounts reclassified from OCI		(49	)		5			(44	)
Other comprehensive income (loss)		387			(119	)		268
Balance at June 30, 2020	$	1,113		$	(119	)	$	994

Balance at December 31, 2020	$	1,481		$	(100	)	$	1,381
Other comprehensive (loss) income before reclassification		(287	)		127			(160	)
Amounts reclassified from OCI		(158	)		13			(145	)
Other comprehensive (loss) income		(445	)		140			(305	)
Balance at June 30, 2021	$	1,036		$	40		$	1,076

Balance at December 31, 2019	$	521		$	—		$	521
Other comprehensive income (loss) before reclassification		689			(124	)		565
Amounts reclassified from OCI		(97	)		5			(92	)
Other comprehensive income (loss)		592			(119	)		473
Balance at June 30, 2020	$	1,113		$	(119	)	$	994

(1)

All amounts are net of tax

10.	Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below). As of June 30, 2021, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank, as well capitalized under the regulatory framework, for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum capital amounts and ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank’s category. Management believes that, as of June 30, 2021 and December 31, 2020, the Bank met all capital adequacy requirements to which it was subject, including the capital conservation buffer, at those dates.

The following table presents actual and required capital ratios as of June 30, 2021 and December 31, 2020 for the Bank under the Basel Committee on Banking Supervisions capital guidelines for U.S. banks (“Basel III Capital Rules”) as fully phased-in on January 1, 2019. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

						Minimum Capital					Minimum Capital Required For Capital Adequacy Plus Capital Conservation Buffer
	Actual					Requirement					Fully Phased-In
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
Total Capital (to risk-weighted assets)	$	52,504		18.15	%	$	23,137		8.00	%	$	30,367		10.50	%
Tier 1 Capital (to risk-weighted assets)		48,987		16.94			17,353		6.00			24,583		8.50
Tier 1 Capital (to average assets)		48,987		10.46			18,739		4.00			18,739		4.00
Common Equity Tier 1 (to risk-weighted assets)		48,987		16.94			13,014		4.50			20,245		7.00

						Minimum Capital					Minimum To Be Well Capitalized Under Prompt Corrective
	Actual					Requirement					Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2020
Total Capital (to risk-weighted assets)	$	50,612		17.92	%	$	22,593		8.00	%	$	29,653		10.50	%
Tier 1 Capital (to risk-weighted assets)		47,222		16.72			16,945		6.00			24,005		8.50
Tier 1 Capital (to average assets)		47,222		10.59			17,836		4.00			17,836		4.00
Common Equity Tier 1 (to risk-weighted assets)		47,222		16.72			12,709		4.50			19,769		7.00

11.	Common Stock Repurchases

On September 23, 2020, the board of directors of the Company authorized the repurchase of up to 136,879 shares of the Company’s outstanding common stock, which equals approximately 2.3% of all shares currently outstanding and approximately 5.0% of the currently outstanding shares owned by stockholders other than the MHC. As of June 30, 2021, the Company had repurchased 67,478 shares. The Company holds repurchased shares in its treasury.

The Company’s repurchases of its common stock made during the quarter ended June 30, 2021 are set forth in the table below:

Period	Total Number of Shares Purchased		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

April 1, 2021 - April 30, 2021		4,208	$	9.87		4,208		82,938
May 1, 2021 - May 31, 2021		2,074		9.74		2,074		80,864
June 1, 2021 - June 30, 2021		11,463		9.56		11,463		69,401
Total		17,745				17,745

12.	Derivatives and Hedging Activities

Derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation. The Company utilizes interest rate swap agreements as part of its asset liability management strategy. Interest rate swaps involve the exchange of interest payments at specified intervals between two parties without the exchange of any underlying principal. These derivative instruments are designated as cash flow hedges with changes in the fair value of the derivative recorded in other comprehensive income (loss) and recognized in earnings when the hedged transaction affects earnings. The hedges were determined to be effective and the Company expects the hedges to remain effective during the remaining terms of the swaps.

The Company entered into two $5 million notional interest rate swaps that have been designated as cash flow hedges on 90-day advances from FHLB. The purpose of these cash flow hedges is to reduce potential interest rate risk by swapping a variable rate borrowing to a fixed rate. Management deemed it prudent to limit the variability of these interest payments by entering into these interest rate swap agreements. These agreements provide for the Company to receive payments at a variable rate determined by a specific index (three-month LIBOR) in exchange for making payments at a fixed rate. Publication of LIBOR is expected to cease in June of 2023. The swap agreements allow for substitution of an alternative reference rate such as the secured overnight financing rate (“SOFR”) at that time.

The changes in the fair value of interest rate swaps are reported in other comprehensive income (loss) and are subsequently reclassified into interest expense in the period that the hedged transactions affect earnings. During the next twelve months, the Company estimates that an additional $25,000 will be reclassified as an increase to interest expense. The change in fair value for these derivative instruments for the three months ended June 30, 2021 and 2020, was $(49,000) and $(164,000), respectively, and $192,000 and $(164,000) for the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021 and December 31, 2020, the fair value of interest rate swap derivatives resulted in an asset of $55,000 and a liability of $137,000, respectively, and is recorded in other assets or other liabilities, respectively.

The following tables summarizes the Company’s derivatives associated with its interest rate risk management activities:

				June 30, 2021
(Dollars in thousands)	Start Date	Maturity Date	Rate	Notional		Other Assets		Other Liabilities
Debt Hedging
Hedging Instruments:
Interest Rate Swap 2020	4/13/2020	4/13/2025	0.68%	$	5,000	$	13	$	—
Interest Rate Swap 2021	4/13/2021	4/13/2026	0.74%	$	5,000	$	42	$	—
Total Hedging Instruments				$	10,000	$	55	$	—
Hedged Items:
Variability in cash flows related to 90-day FHLB advances				N/A		$	—	$	10,000

				December 31, 2020
(Dollars in thousands)	Start Date	Maturity Date	Rate	Notional		Other Assets		Other Liabilities
Debt Hedging
Hedging Instruments:
Interest Rate Swap 2020	4/13/2020	4/13/2025	0.68%	$	5,000	$	—	$	68
Interest Rate Swap 2021	4/13/2021	4/13/2026	0.74%	$	5,000	$	—	$	69
Total Hedging Instruments				$	10,000	$	—	$	137
Hedged Items:
Variability in cash flows related to 90-day FHLB advances				N/A		$	—	$	5,000

The following tables summarize the effect of cash flow hedge accounting on the consolidated statements of income for the three and six months ended June 30, 2021 and 2020:

	Location and Amount of Gain or Loss Recognized in Income on Cash Flow Hedging Relationships
	Three Months Ended June 30,					Three Months Ended June 30,
	2021					2020
(Dollars in thousands)	Interest Income (Expense)			Other Income (Expense)		Interest Income (Expense)	Other Income (Expense)
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships:
Amount reclassified from OCI into expense	$	(13	)	$	—	N/A	N/A

	Location and Amount of Gain or Loss Recognized in Income on Cash Flow Hedging Relationships
	Six Months Ended June 30,					Six Months Ended June 30,
	2021					2020
(Dollars in thousands)	Interest Income (Expense)			Other Income (Expense)		Interest Income (Expense)	Other Income (Expense)
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships:
Amount reclassified from OCI into expense	$	(18	)	$	—	N/A	N/A

The credit risk associated with these interest rate swaps is the risk of default by the counterparty. To minimize this risk, the Company only enters into interest rate swaps agreements with highly rated counterparties that management believes to be creditworthy. The notional amounts of these agreements do not represent amounts exchanged by the parties and, therefore, are not a measure of the potential loss exposure. Risk management results for the three and six months ended June 30, 2021 and 2020, related to the balance sheet hedging of $10.0 million and $5 million of 90 day FHLB advances, included in borrowings, respectively, indicate that the hedge was 100% effective and there was no component of the derivative instruments’ unrealized gain or loss which was excluded from the assessment of hedge effectiveness. The Company’s arrangement with its counterparty requires it to post cash or other assets as collateral for its interest rate swap contracts in a net liability position based on their aggregate fair value and the Company’s credit rating. At June 30, 2021 and December 31, 2020, the Company posted $525,000 of cash to the counterparty as collateral on its interest rate swap contracts which was presented within cash and due from banks on the consolidated balance sheets.

13.	Fair Values of Assets and Liabilities

Determination of Fair Value

The fair value of an asset or liability is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from one level to another. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value of cash flows or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the observability and reliability of the assumptions used to determine fair value.

Level 1 - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 - 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.

Level 3 - Level 3 inputs are unobservable inputs for the asset or liability.

For assets and liabilities, fair value is based upon the lowest level of observable input that is significant to the fair value measurement.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and, therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented therein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all the Company’s financial assets and financial liabilities carried at fair value at June 30, 2021 and December 31, 2020.

Financial Assets and Financial Liabilities: Financial assets and financial liabilities measured at fair value on a recurring basis include the following:

Securities Available-for-Sale: The Company’s investment in U.S. Government-sponsored entities bonds, U.S Government agency small business administration pools guaranteed by the SBA, collateralized mortgage obligations issued by the FHLMC, residential mortgage-backed securities and other municipal bonds is generally classified within Level 2 of the fair value hierarchy. For these securities, the Company obtains fair value measurements from independent pricing services. The fair value

measurements consider observable data that may include reported trades, dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

Mortgage Servicing Rights: Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes interest rate, prepayment speed and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (see Note 5, Loan Servicing, for more information). These assumptions are inherently sensitive to change as these unobservable inputs are not based on quoted prices in active markets or otherwise observable.

Derivative Instruments and Hedges: The valuation of these instruments is determined using the discounted cash flow method on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
June 30, 2021
Securities available-for-sale:
U.S. Government-sponsored enterprises obligations	$	4,478	$	—	$	4,478	$	—
U.S Government agency small business administration pools guaranteed by the SBA		2,254		—		2,254		—
Collateralized mortgage obligations issued by the FHLMC and FNMA		2,124		—		2,124		—
Residential mortgage backed securities		17,639		—		17,639		—
Municipal bonds		40,658		—		40,658		—
Other assets:
Mortgage servicing rights		303		—		—		303
Derivatives		55		—		55		—

	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
December 31, 2020
Securities available-for-sale:
U.S. Government-sponsored enterprises obligations	$	973	$	—	$	973	$	—
U.S Government agency small business administration pools guaranteed by the SBA		2,470		—		2,470		—
Collateralized mortgage obligations issued by the FHLMC		949		—		949		—
Residential mortgage backed securities		5,136		—		5,136		—
Municipal bonds		45,942		—		45,942		—
Other assets:
Mortgage servicing rights		273		—		—		273
Other Liabilities:
Derivatives		137		—		137		—

For the six months ended June 30, 2021 and 2020, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:

(Dollars in thousands)	Mortgage Servicing Rights⁽¹⁾
Balance as of January 1, 2021	$	273
Included in net income		30
Balance as of June 30, 2021	$	303
Total unrealized net gains (losses) included in net income related to assets still held as of June 30, 2021	$	—

Balance as of January 1, 2020	$	397
Included in net income		(68	)
Balance as of June 30, 2020	$	329
Total unrealized net gains (losses) included in net income related to assets still held as of June 30, 2020	$	—

(1)

Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of loan servicing income (loss) in the Company’s consolidated statements of income.

For Level 3 assets measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:

	June 30, 2021
(Dollars in thousands)	Valuation Technique	Description	Range	Weighted Average⁽¹⁾	Fair Value
Mortgage Servicing Rights	Discounted Cash Flow	Prepayment Rate	8.18% - 27.02%	16.27%	$	303
		Discount Rate	9.00% - 9.00%	9.00%
		Delinquency Rate	3.42% - 4.33%	3.54%
		Default Rate	0.08% - 0.14%	0.13%

	December 31, 2020
(Dollars in thousands)	Valuation Technique	Description	Range	Weighted Average⁽¹⁾	Fair Value
Mortgage Servicing Rights	Discounted Cash Flow	Prepayment Rate	14.05% - 29.77%	20.97%	$	273
		Discount Rate	9.00% - 9.00%	9.00%
		Delinquency Rate	3.91% - 5.13%	4.12%
		Default Rate	0.08% - 0.14%	0.13%

(1)

Unobservable inputs for mortgage servicing rights were weighted by loan amount.

The significant unobservable inputs used in the fair value measurement of the Company’s mortgage servicing rights are the weighted-average prepayment rate, weighted-average discount rate, weighted average delinquency rate and weighted-average default rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions of each other.

The Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. Observable and unobservable inputs are entered into this model as prescribed by an independent third party to arrive at an estimated fair value. See Note 5, Loan Servicing, for a rollforward of our Level 3 item and related inputs and assumptions used to determine fair value at June 30, 2021.

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets measured at fair value on a non-recurring basis during the reported periods may include certain impaired loans reported at the fair value of the underlying collateral. Fair value is measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, real estate collateral related nonrecurring fair value measurement adjustments have generally been classified as Level 3.

Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. Financial assets measured at fair value on a non-recurring basis during the reported periods also include loans held for sale. Residential mortgage loans held for sale are recorded at the lower of cost or fair value and are therefore measured at fair value on a non-recurring basis. The fair values for loans held for sale are estimated based on commitments in effect from investors or prevailing market prices for loans with similar terms to borrowers of similar credit quality and are included in Level 3. At June 30, 2021 and December 31, 2020, there were no assets measured at fair value on a non-recurring basis.

Non-Financial Assets and Non-Financial Liabilities: The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis generally include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses and certain foreclosed assets which, subsequent to their initial recognition, are remeasured at fair value through a write-down included in other non-interest expense. There were no foreclosed assets at June 30, 2021 or December 31, 2020.

ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. ASU 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The exit price notion is a market-based measurement of fair value that is represented by the price to sell an asset or transfer a liability in the principal market (or most advantageous market in the absence of a principal market) on the measurement date. At June 30, 2021 and December 31, 2020, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.

Summary of Fair Values of Financial Instruments not Carried at Fair Value

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments at June 30, 2021 and December 31, 2020 are as follows:

(Dollars in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
June 30, 2021
Financial Assets:
Cash and due from banks	$	21,132	$	21,132	$	21,132	$	—	$	—
Interest-bearing time deposits with other banks		2,488		2,488		—		2,488		—
Federal Home Loan Bank stock		2,022		2,022		—		2,022		—
Bank-owned life insurance		4,396		4,396		—		4,396		—
Loans, net		372,993		375,219		—		—		375,219
Accrued interest receivable		1,333		1,333		1,333		—		—
Financial Liabilities:
Deposits	$	370,371	$	371,889	$	313,450	$	58,439	$	—
Advances from Federal Home Loan Bank		39,032		39,455		—		39,455		—
Advances from Federal Reserve Bank		4,239		4,239		—		4,239		—
Mortgagors’ tax escrow		799		799		—		799		—
December 31, 2020
Financial Assets:
Cash and due from banks	$	5,996	$	5,996	$	5,996	$	—	$	—
Interest-bearing time deposits with other banks		2,488		2,488		—		2,488		—
Federal Home Loan Bank stock		1,796		1,796		—		1,796		—
Bank-owned life insurance		4,356		4,356		—		4,356		—
Loans, net		364,800		365,116		—		—		365,116
Accrued interest receivable		1,412		1,412		1,412		—		—
Financial Liabilities:
Deposits	$	327,381	$	327,696	$	278,713	$	48,983	$	—
Advances from Federal Home Loan Bank		34,127		34,832		—		34,832		—
Advances from Federal Reserve Bank		18,195		18,199		—		18,199		—
Mortgagors’ tax escrow		1,420		1,420		—		1,420		—

14.	Subsequent Events

From July 1, 2021 through August 2, 2021, the Company repurchased an additional 2,766 shares of common stock pursuant to its repurchase plan at an average cost of $9.92 per share.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the Company’s consolidated financial condition at June 30, 2021 and consolidated results of operations for the three and six months ended June 30, 2021 and 2020. It should be read in conjunction with our unaudited consolidated financial statements and accompanying notes presented elsewhere in this report and with the Company’s audited consolidated financial statements and accompanying notes presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 26, 2021 with the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to the current year presentation.

Overview

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the FHLB, in one- to four-family residential real estate loans, commercial real estate and multi-family loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. In recent years, we have increased our focus, consistent with what we believe to be conservative underwriting standards, on originating higher yielding commercial real estate and commercial and industrial loans.

We conduct our operations from four full-service banking offices in Strafford County, New Hampshire and one full-service banking office in Rockingham County, New Hampshire. We consider our primary lending market area to be Strafford and Rockingham Counties in New Hampshire and York County in Southern Maine.

COVID-19 Pandemic

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that we serve. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.

We have taken deliberate actions to ensure that we have the balance sheet strength to serve our customers and communities, including increases in liquidity and reserves supported by a strong capital position. Some of our business and consumer customers are still experiencing varying degrees of financial distress. In order to protect the health of our customers and employees, and to comply with applicable government directives, we have modified our business practices, including restricting employee travel, directing employees to work from home insofar as is possible and implementing our business continuity plans and protocols to the extent necessary.

On March 27, 2020, the CARES Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act includes the PPP, a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed SBA loans distributed through banks. These loans are intended to guarantee eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. On December 27, 2020, the 2021 Consolidated Appropriations Act was signed, which extended relief to the earlier of 60 days after the national emergency termination date or January 1, 2022. This legislation included a $900 billion relief package and the extension of certain relief provisions from the March 2020 CARES Act that were set to expire at the end of 2020, including the extension of the eviction moratorium and $286 billion of additional PPP funds. During the six months ended June 30, 2021 and the year ended December 31, 2020, the Bank originated 134 and 286 PPP loans, respectively, with aggregate outstanding principal balances of $13.1 million and $33.0 million, respectively. As of June 30, 2021 and December 31, 2020, total PPP loan principal balances of $16.0 million and $21.2 million, respectively, and were included in commercial and industrial loans (C+I).

In response to the COVID-19 pandemic, we implemented a short-term loan modification program to provide temporary payment relief to certain borrowers who meet the program's qualifications. In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, issued an interagency statement titled Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors (ASC 310-40),” a restructuring of debt constitutes a troubled debt restructuring, or TDR, if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The regulatory agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in

response to the COVID-19 pandemic to borrowers who were current prior to any relief, are not to be considered TDRs. These include short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms or other delays in payment that are insignificant.

Additionally, Section 4013 of the CARES Act, that became law on March 27, 2020, further provides banks with the option to elect either or both of the following, from March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates:

(iii)

to suspend the requirements under U.S. GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a TDR; and/or

(iv)

to suspend any determination of a loan modified as a result of the effects of the COVID–19 pandemic as being a TDR, including impairment for accounting purposes.

The 2021 Consolidated Appropriations Act also continued to suspend the requirements under U.S. GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a TDR and suspend any determination of a loan modified as a result of the effects of the COVID–19 pandemic as being a TDR, including impairment for accounting purposes.

If a bank elects a suspension noted above, the suspension (i) will be effective for the term of the loan modification, but solely with respect to any modification, including a forbearance arrangement, an interest rate modification, a repayment plan and any other similar arrangement that defers or delays the payment of principal or interest, that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019; and (ii) will not apply to any adverse impact on the credit of a borrower that is not related to the COVID–19 pandemic. The Company has applied this guidance to qualifying loan modifications.

The short-term loan modification program was offered to both retail and commercial borrowers. The majority of short-term loan modifications for retail loan borrowers consisted of deferred payments (which may include principal, interest and escrow), which are capitalized to the loan balance and recovered through the re-amortization of the monthly payment at the end of the deferral period. For commercial loan borrowers, the majority of short-term modifications consisted of allowing the borrower to make interest-only payments with the deferred principal to be due at maturity or repaid as the monthly payment is re-amortized at the next interest reset date as is applicable to the individual loan structure. Alternatively, commercial loan borrowers could defer their full monthly payment similar to the retail loan program outlined above. All loans modified under these programs are maintained on full accrual status during the deferral period.

As of June 30, 2021, temporary payment relief continued for 2 residential loans with aggregate outstanding principal balances of $323,000. Under the applicable regulatory guidance, neither of these loans were considered troubled debt restructurings as of June 30, 2021. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES and Consolidated Appropriations Acts; however, the extent to which the COVID-19 pandemic will impact our operations and financial results during the remainder of 2021 and beyond is highly uncertain.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies;

•

statements regarding the quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•

general economic conditions, either nationally or in our market areas, that are worse than expected;

•

the extent, severity or duration of the COVID-19 pandemic on us and on our customers, employees and third-party service providers;

•

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

•

our ability to access cost-effective funding;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to implement and change our business strategies;

•

competition among depository and other financial institutions;

•

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations or increase the level of defaults, losses and prepayments on loans we have made and make;

•

adverse changes in the securities or secondary mortgage markets;

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements and insurance premiums;

•

changes in the quality or composition of our loan or investment portfolios;

•

technological changes that may be more difficult or expensive than expected;

•

the inability of third-party providers to perform as expected;

•

our ability to manage market risk, credit risk and operational risk in the current economic environment;

•

our ability to enter new markets successfully and capitalize on growth opportunities;

•

system failures or breaches of our network security;

•

electronic fraudulent activity within the financial services industry;

•

our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

•

our ability to retain key employees;

•

our compensation expense associated with equity allocated or awarded to our employees; and

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

Our critical accounting policies involve the calculation of the allowance for loan losses and the measurement of the fair value of financial instruments. A detailed description of these critical accounting policies can be found in Note 2 of the Company’s

consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Comparison of Financial Condition at June 30, 2021 (unaudited) and December 31, 2020

Total Assets. Total assets were $478.2 million as of June 30, 2021, an increase of $35.2 million, or 7.9%, compared to total assets of $443.1 million at December 31, 2020. The increase was due primarily to a $8.2 million increase in net loans, a $15.1 million increase in cash and due from banks and a $11.7 million increase in securities available-for-sale.

Cash and Due From Banks. Cash and due from banks increased $15.1 million, or 252.4%, to $21.1 million at June 30, 2021 from $6.0 million at December 31, 2020. This increase primarily resulted from a $43.0 million increase in deposits, offset by a $9.1 million decrease in borrowings, an $8.2 million increase in net loans and an $11.7 million increase in securities available-for-sale for the six months ended June 30, 2021.

Available-for-Sale Securities. Available-for-sale securities increased by $11.7 million, or 21.1%, to $67.2 million at June 30, 2021 from $55.5 million at December 31, 2020. This increase was primarily due to net investments purchases of $12.3 million offset by a $611,000 decrease in net unrealized gains within the portfolio during the six months ended June 30, 2021.

Net Loans. Net loans increased $8.2 million, or 2.2%, to $373.0 million at June 30, 2021 from $364.8 million at December 31, 2020. During the six months ended June 30, 2021, we originated $76.0 million of loans (including $13.1 million of PPP loans, which are classified as commercial and industrial loans). We also purchased $7.5 million of one- to four-family residential mortgage loans collateralized by properties located in the greater Boston market during the six months ended June 30, 2021. We also purchased $1.0 million of consumer loans collateralized by manufactured housing units located in our market area during the six months ended June 30, 2021. Net deferred loan costs increased $368,000, or 52.2%, to $1.1 million at June 30, 2021 from $705,000 at December 31, 2020 primarily due to deferred costs on one- to four-family residential mortgage loans partially offset by fees received from the SBA for processing PPP loans.

One- to four-family residential mortgage loans increased $11.7 million, or 5.5%, to $225.4 million at June 30, 2021 from $213.7 million at December 31, 2020. Commercial real estate mortgage loans increased $2.0 million, or 3.0%, to $68.1 million at June 30, 2021 from $66.2 million at December 31, 2020. Multi-family loans increased $3.2 million, or 48.6%, to $9.8 million at June 30, 2021 from $6.6 million at December 31, 2020. Commercial and industrial loans decreased $7.4 million, or 16.4%, to $37.9 million at June 30, 2021 from $45.3 million at December 31, 2020. Acquisition, development, and land loans increased $371,000, or 1.6%, to $23.5 million at June 30, 2021 from $23.1 million at December 31, 2020. Home equity loans and lines of credit decreased $1.6 million, or 17.2%, to $7.9 million at June 30, 2021 from $9.6 million at December 31, 2020. Consumer loans decreased $214,000, or 7.3%, to $2.7 million at June 30, 2021 from $2.9 million at December 31, 2020.

Our strategy to grow the balance sheet continues to be through originations and, to a lesser extent, purchases of one- to four-family residential mortgage loans, while also diversifying into higher yielding commercial real estate mortgage loans and commercial and industrial loans to improve net margins and manage interest rate risk. We also continue to sell selected, conforming 15-year and 30-year residential fixed rate mortgage loans to the secondary market on a servicing retained basis, providing us a recurring source of revenue from loan servicing income and gains on the sale of such loans.

Our allowance for loan losses increased $124,000 to $3.5 million at June 30, 2021 from $3.3 million at December 31, 2020. The Company measures and records its allowance for loan losses based upon an incurred loss model. Under this approach, loan loss is recognized when it is probable that a loss event was incurred. This approach also considers qualitative adjustments to the quantitative baseline determined by the model. The Company considers the impact of current environmental factors at the measurement date that did not exist over the period from which historical experience was used. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies and the level of criticized loans. Given the many economic uncertainties regarding the COVID-19 pandemic, the Company continued to maintain relevant adjustments made in prior periods to its qualitative factors in the measurement of its allowance for loan losses at June 30, 2021 that balanced the need to recognize an allowance during this unprecedented economic situation while adhering to an incurred loss recognition and measurement principle which prohibits the recognition of future or lifetime losses.

The Company has limited or no direct exposure to industries that have been hardest hit by the COVID-19 pandemic, including oil and gas/energy, credit cards, airlines, cruise ships, arts/entertainment/recreation, casinos and shopping malls. As of June 30, 2021, our exposure to the transportation and hospitality/restaurant industries amounted to less than 5% of our gross loan portfolio.

Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing and interest-bearing checking accounts, savings accounts, money market accounts and certificates of deposit, for both individuals and businesses.

Deposits increased $43.0 million, or 13.1%, to $370.4 million at June 30, 2021 from $327.4 million at December 31, 2020 primarily as a result of an increase in NOW and demand deposits and time deposits. Core deposits (defined as deposits other than time deposits) increased $33.4 million, or 12.0%, to $312.1 million at June 30, 2021 from $278.7 million at December 31, 2020. The increase was due to an increase of $19.3 million in commercial deposits and a $23.7 million increase in retail deposits. As of June 30, 2021, savings deposits increased $4.7 million, money market deposits increased $5.7 million, NOW and demand deposit accounts increased $22.9 million and time deposits increased $9.6 million. There were $15.0 million and $-0- of brokered deposits included in time deposits at June 30, 2021 and December 31, 2020, respectively.

Borrowings. Total borrowings decreased $9.1 million, or 17.3%, to $43.3 million at June 30, 2021 from $52.3 million at December 31, 2020. Advances from FHLB increased $4.9 million, or 14.4%, to $39.0 million at June 30, 2021 from $34.1 million at December 31, 2020. Advances from the FRB decreased $14.0 million, or 76.7%, to $4.2 million at June 30, 2021 from $18.2 million at December 31, 2020.

Total Stockholders’ Equity. Total stockholders’ equity increased $1.1 million, or 1.9%, to $60.0 million at June 30, 2021 from $58.9 million at December 31, 2020. This increase was due primarily to net income of $1.7 million, offset by the repurchase of $403,000 of the Company’s common stock at cost and an other comprehensive loss of $305,000 related to net changes in the fair value of available-for-sale securities and interest rate swap contracts for the six months ended June 30, 2021.

Nonperforming Assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including troubled debt restructurings on non-accrual status, and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven or loans modified at interest rates materially less than current market rates.

Management determines that a loan is impaired or nonperforming when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis.

We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. Interest received on non-accrual loans generally is applied against principal or applied to interest on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for at least six consecutive months and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Nonperforming loans were $-0- and $884,000, or 0.00% and 0.24% of total loans, at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021 and December 31, 2020, we had no troubled debt restructurings or foreclosed assets. At December 31, 2020, nonperforming loans consisted primarily of an SBA-guaranteed commercial and industrial loan, which had an outstanding balance of $822,000 and was secured by all business assets and personal real estate holdings of the guarantors. The SBA guaranteed 75% of this loan balance. Although this loan was performing according to its original terms at December 31, 2020, it was considered nonperforming due to the financial condition and prospects of the borrower. This loan was repaid in full during the six months ended June 30, 2021 with proceeds from the sale of certain personal real estate holdings of the guarantors.

Comparison of Operating Results for the Three Months Ended June 30, 2021 and June 30, 2020

Net Income. Net income was $833,000 for the three months ended June 30, 2021, compared to net income of $531,000 for the three months ended June 30, 2020, an increase of $302,000, or 56.9%. The increase was primarily due to a $498,000 increase in net interest and dividend income after provision for loan losses and an increase in noninterest income of $69,000, offset by an increase in noninterest expense of $115,000 and an increase in income tax expense of $150,000 during the three months ended June 30, 2021.

Interest and Dividend Income. Interest and dividend income decreased $49,000, or 1.2%, to $3.9 million for the three months ended June 30, 2021 and 2020. This decrease was due to a $49,000 decrease in interest and fees on loans. Interest and fees on loans for the three months ended June 30, 2021 and 2020 included $290,000 and $197,000 of interest and fees earned on PPP loans,

respectively. The weighted average annualized yield for the loan portfolio decreased 5 basis points to 3.80% for the three months ended June 30, 2021 from 3.85% for the three months ended June 30, 2020. The weighted average annualized yield for the investment portfolio decreased to 1.86% for the three months ended June 30, 2021 from 2.35% for the three months ended June 30, 2020 due primarily to the reinvestment of proceeds from sales and maturities into lower yielding investments as a result of a decrease in market interest rates.

Average interest-earning assets increased $11.9 million, to $463.1 million for the three months ended June 30, 2021 from $451.3 million for the three months ended June 30, 2020. The annualized yield on interest earning-assets decreased 13 basis points to 3.35% for the three months ended June 30, 2021 from 3.48% for the three months ended June 30, 2020 primarily as a result of a decrease in market interest rates and an increase in the average balance of low yielding PPP loans.

Interest Expense. Total interest expense decreased $412,000, or 62.5%, to $247,000 for the three months ended June 30, 2021 from $659,000 for the three months ended June 30, 2020. Interest expense on deposits decreased $271,000, or 64.5% to $149,000 for the three months ended June 30, 2021 from $420,000 for the three months ended June 30, 2020 due to a decrease in deposit rates partially offset by an increase in interest-bearing deposit balances. The average balance of interest-bearing deposits increased to $295.3 million for the three months ended June 30, 2021 from $263.6 million for the three months ended June 30, 2020, an increase of $31.7 million, or 12.0%, primarily as a result of an increase in the average balance of commercial deposits due, in part, to the deposit of PPP loan proceeds. The weighted average annualized rate of interest-bearing deposits decreased to 0.20% for the three months ended June 30, 2021 from 0.64% for the three months ended June 30, 2020 primarily as a result of a decrease in market interest rates.

Interest expense on borrowings consists of interest on advances from the FHLB and the FRB. Interest expense on borrowings decreased $141,000, or 59.0% to $98,000 for the three months ended June 30, 2021 from $239,000 for the three months ended June 30, 2020, primarily due to the retirement of $18 million of long-term borrowings from the FHLB in advance of their scheduled maturities during 2020, a decrease in market interest rates and low interest-bearing PPPLF advances. The rate paid on PPPLF advances is 35 basis points. The interest rates on the retired borrowings were above current market rates and were scheduled to mature in 2024 and 2025. We were able to retire these borrowings without incurring prepayment penalties. The average balance of borrowings decreased $37.2 million, or 46.3%, to $43.2 million for the three months ended June 30, 2021 from $80.4 million for the three months ended June 30, 2020. The weighted average annualized rate of borrowings decreased to 0.91% for the three months ended June 30, 2021 from 1.19% for the three months ended June 30, 2020 primarily due to a decrease in market interest rates and low interest-bearing PPPLF advances.

Net Interest and Dividend Income. Net interest and dividend income increased $363,000, or 11.1%, to $3.6 million for the three months ended June 30, 2021 from $3.3 million for the three months ended June 30, 2020. This increase was due to an $11.9 million, or 2.6%, increase in the balance of interest-earning assets offset by an increase of $4.7 million, or 1.3%, in interest-bearing liabilities during the three months ended June 30, 2021. Annualized net interest margin increased to 3.14% for the three months ended June 30, 2021 from 2.90% for the three months ended June 30, 2020.

Provision for Loan Losses. Based on management’s analysis of the allowance for loan losses, a $25,000 provision for loan losses was recorded for the three months ended June 30, 2021, compared to $160,000 for the three months ended June 30, 2020. The provision for loan losses for the three months ended June 30, 2021 and 2020 was based primarily on adjustments to our qualitative factors reflecting economic uncertainties as a result of COVID-19.

Non-Interest Income. Non-interest income increased $69,000, or 10.4%, to $730,000 for the three months ended June 30, 2021 compared to $661,000 for the three months ended June 30, 2020. The increase in non-interest income during the three months ended June 30, 2021 was due primarily to a $163,000 increase in securities gains, net, a $31,000 increase in customer service fee income and an $11,000 increase in investment services fees, offset by a $118,000 decrease in gain on sale of loans and a $17,000 decrease to loan servicing income (loss), reflecting a decrease in the fair value of our mortgage servicing intangible asset during the three months ended June 30, 2021.

Non-Interest Expense. Non-interest expense increased $115,000, or 3.6%, to $3.3 million for the three months ended June 30, 2021 from $3.2 million for the three months ended June 30, 2020. The increase was primarily due to a $74,000, or 110.4%, increase in marketing expense, a $60,000, or 20.5%, increase in data processing expense and a $52,000, or 23.2% increase in professional fees and assessments, partially offset by a $77,000, or 3.9%, decrease in salaries and employee benefits. The decrease in salaries and benefits during the three months ended June 30, 2021 was due to the elimination of certain positions and early retirements, offset by normal salary increases. The increase in marketing expense during the three months ended June 30, 2021 was due to comparatively low marketing expenses for the three months ended June 30, 2020, as we incurred less expense during the onset of the COVID-19 pandemic.

Income Taxes. Income tax expense of $173,000 was recorded for the three months ended June 30, 2021 compared to $23,000 for the three months ended June 30, 2020. The effective tax rate was 17.2% and 4.2% for the three months ended June 30, 2021 and 2020, respectively. The increase in income tax expense was due primarily to the increase in income before income tax expense. Income before income tax expense increased $452,000, or 81.6%, to $1.0 million for the three months ended June 30, 2021 from $554,000 for the three months ended June 30, 2020. The increase in the effective tax rate for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 was primarily due to the lack of a state net operating loss carry forward in the current period as it was utilized in 2020.

Average Balance Sheets

The following tables set forth average balance sheets, average yields and costs and certain other information at and for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans are included in the computation of average balances only. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.

	For the Three Months Ended June 30,
	2021								2020
	Average Outstanding Balance			Interest		Average Yield/Rate			Average Outstanding Balance			Interest		Average Yield/Rate
(Dollars in thousands)
Interest-earning assets:
Loans	$	374,439		$	3,557		3.80	%	$	374,947		$	3,606		3.85	%
Securities		63,701			297		1.86	%		44,558			262		2.35	%
Other		24,994			27		0.43	%		31,749			62		0.78	%
Total interest-earning assets		463,134			3,881		3.35	%		451,254			3,930		3.48	%
Non-interest-earning assets		11,796								12,569
Total assets	$	474,930							$	463,823
Interest-bearing liabilities:
NOW and demand deposits	$	108,771		$	33		0.12	%	$	84,274		$	53		0.25	%
Money market deposits		74,133			28		0.15	%		74,502			109		0.59	%
Savings accounts		53,075			8		0.06	%		45,347			8		0.07	%
Certificates of deposit		59,320			80		0.54	%		59,473			250		1.68	%
Total interest-bearing deposits		295,299			149		0.20	%		263,596			420		0.64	%
Borrowings		43,224			98		0.91	%		80,436			239		1.19	%
Other		2,746			—		—			1,889			—		—
Total interest-bearing liabilities		341,269			247		0.29	%		345,921			659		0.76	%
Non-interest-bearing deposits		70,183								56,219
Other noninterest-bearing liabilities		3,696								3,679
Total liabilities		415,148								405,819
Total stockholders' equity		59,782								58,004
Total liabilities and stockholders' equity	$	474,930							$	463,823
Net interest income				$	3,634							$	3,271
Net interest rate spread (1)							3.06	%							2.72	%
Net interest-earning assets (2)	$	121,865							$	105,333
Net interest margin (3)							3.14	%							2.90	%
Average interest-earning assets to interest-bearing liabilities		135.71	%							130.45	%

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

(2)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)	Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

	Three Months Ended June 30, 2021 vs. 2020
	Increase (Decrease) Due to Change in
	Volume			Rate			Total
(Dollars in thousands)
Interest-earning assets:
Loans	$	(5	)	$	(44	)	$	(49	)
Securities		97			(62	)		35
Other		(11	)		(24	)		(35	)
Total interest-earning assets		81			(130	)		(49	)
Interest-bearing liabilities:
NOW and demand deposits		13			(33	)		(20	)
Money market deposits		(1	)		(80	)		(81	)
Savings accounts		1			(1	)		—
Certificates of deposit		(1	)		(169	)		(170	)
Total interest-bearing deposits		12			(283	)		(271	)
Borrowings		(93	)		(48	)		(141	)
Total interest-bearing liabilities		(81	)		(331	)		(412	)
Change in net interest income	$	162		$	201		$	363

Comparison of Operating Results for the Six Months Ended June 30, 2021 and 2020

Net Income. Net income was $1.7 million for the six months ended June 30, 2021, compared to $788,000 for the six months ended June 30, 2020, an increase of $1.0 million, or 120.9%. The increase was related primarily to an increase of $1.1 million in net interest and dividend income after provision for loan losses and an increase in noninterest income of $279,000 offset by an increase in noninterest expenses of $25,000 and an increase in income tax expense of $383,000 during the six months ended June 30, 2021.

Interest and Dividend Income. Interest and dividend income decreased $45,000, or 0.6%, to $7.8 million for the six months ended June 30, 2021 from $7.9 million for the six months ended June 30, 2020. This decrease was due primarily to a $55,000, or 8.6%, decrease in interest and dividend income on investments, offset by a $10,000 increase in interest and fees on loans. Interest and fees on loans for the six months ended June 30, 2021 and 2020 included $709,000 and $197,000 of interest and fees earned on PPP loans, respectively. The weighted average annualized yield for the loan portfolio decreased 12 basis points to 3.89% for the six months ended June 30, 2021 from 4.01% for the six months ended June 30, 2020. The weighted average annualized yield for the investment portfolio decreased to 1.89% for the six months ended June 30, 2021 from 2.50% for the six months ended June 30, 2020 due primarily to the reinvestment of proceeds from sales and maturities into lower yielding investments as a result of a decrease in market interest rates.

Average interest-earning assets increased $31.1 million, to $454.2 million for the six months ended June 30, 2021 from $423.1 million for the six months ended June 30, 2020. The annualized yield on interest earning-assets decreased 27 basis points to 3.44% for the six months ended June 30, 2021 from 3.71% for the six months ended June 30, 2020 primarily as a result of a decrease in market interest rates and an increase in the average balance of low- yield PPP loans.

Interest Expense. Total interest expense decreased $937,000, or 64.7%, to $512,000 for the six months ended June 30, 2021 from $1.4 million for the six months ended June 30, 2020. Interest expense on deposits decreased $606,000 for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 due to a decrease in deposit rates partially offset by an increase in interest-bearing deposit balances. The average balance of interest-bearing deposits increased $38.6 million, or 15.43%, to $288.9 million for the six months ended June 30, 2021 from $250.3 million for the six months ended June 30, 2020, primarily as a result of an increase in the average balance of commercial deposits due, in part, to the deposit of PPP loan proceeds. The weighted average annualized rate on deposits decreased to 0.23% for the six months ended June 30, 2021 from 0.75% for the six months ended June 30, 2020 primarily as a result of a decrease in market interest rates.

Interest expense on borrowings decreased $331,000, or 64.3%, to $184,000 for the six months ended June 30, 2021 from $515,000 for the six months ended June 30, 2020 primarily due to the retirement of $18 million of long-term borrowings from the FHLB in advance of their scheduled maturities during 2020, a decrease in market interest rates and low interest-bearing PPPLF advances. The rate paid on PPPLF advances is 35 basis points. The average balance of borrowings decreased $29.6 million, or 40.3%, to $43.8 million for the six months ended June 30, 2021 from $73.3 million for the six months ended June 30, 2020. The weighted average annualized rate of borrowings decreased to 0.84% for the six months ended June 30, 2021 from 1.40% for the six months ended June 30, 2020 primarily due to a decrease in market rates and low interest-bearing PPPLF advances.

Net Interest and Dividend Income. Net interest and dividend income increased $892,000, or 13.9%, to $7.3 million for the six months ended June 30, 2021 from $6.4 million for the six months ended June 30, 2020. This increase was primarily due to a $31.1 million, or 7.4%, increase in the balance of interest-earning assets offset by an increase of $9.9 million, or 3.0%, in interest-bearing liabilities during the six months ended June 30, 2021. Annualized net interest margin increased to 3.22% for the six months ended June 30, 2021 from 3.03% for the six months ended June 30, 2020.

Provision for Loan Losses. Based on management’s analysis of the allowance for loan losses, an $85,000 provision for loan losses was recorded for the six months ended June 30, 2021, compared to $275,000 for the six months ended June 30, 2020. The provision for loan losses booked for the six months ended June 30, 2021 and 2020 was based primarily on adjustments to our qualitative factors for economic uncertainties as a result of COVID-19.

Non-Interest Income. Non-interest income increased $279,000, or 25.4%, to $1.4 million for the six months ended June 30, 2021 compared to $1.1 million for the six months ended June 30, 2020. The increase in non-interest income during the six months ended June 30, 2021 was due primarily to a $252,000 increase in securities gains, net, a $91,000 increase in loan servicing income (loss) reflecting an increase in the fair value of our mortgage servicing intangible asset, and a $32,000 increase in customer service fee income, offset by a $130,000 decrease in gain on sale of loans during the six months ended June 30, 2021.

Non-Interest Expense. Non-interest expense increased $25,000, or 0.4%, to $6.4 million for the six months ended June 30, 2021 and 2020. The increase in non-interest expense was primarily due to a $112,000, or 20.0%, increase in data processing expense and a $43,000, or 27.2%, increase in marketing expense, partially offset by a decrease in salaries and employee benefits of $201,000, or 5.1%. The decrease in salaries and benefits during the six months ended June 30, 2021 was due to the elimination of certain positions and early retirements, offset by normal salary increases.

Income Taxes. An income tax expense of $429,000 was recorded for the six months ended June 30, 2021 compared to $46,000 for the six months ended June 30, 2020. The effective tax rate was 19.8% and 5.5% for the six months ended June 30, 2021 and 2020, respectively. Income before income tax expense increased $1.3 million, or 160.2%, to $2.2 million for the six months ended June 30, 2021 from $834,000 for the six months ended June 30, 2020. The increase in the effective tax rate for the six months ended June 30, 2021 as compared to the prior period was primarily due to a lack of state net operating loss carry forward in the current period as it was utilized in 2020.

Average Balance Sheets

	For the Six Months Ended June 30,
	2021								2020
	Average Outstanding Balance			Interest		Average Yield/Rate			Average Outstanding Balance			Interest		Average Yield/Rate
(Dollars in thousands)
Interest-earning assets:
Loans	$	371,657		$	7,225		3.89	%	$	360,181		$	7,215		4.01	%
Securities		57,898			548		1.89	%		41,513			518		2.50	%
Other		24,624			40		0.32	%		21,379			125		1.17	%
Total interest-earning assets		454,179			7,813		3.44	%		423,073			7,858		3.71	%
Non-interest-earning assets		11,914								12,239
Total assets	$	466,093							$	435,312
Interest-bearing liabilities:
NOW and demand deposits	$	104,566		$	68		0.13	%	$	78,045		$	97		0.25	%
Money market deposits		72,886			55		0.15	%		69,436			295		0.85	%
Savings accounts		52,052			16		0.06	%		42,727			14		0.07	%
Certificates of deposit		59,356			189		0.64	%		60,042			528		1.76	%
Total interest-bearing deposits		288,860			328		0.23	%		250,250			934		0.75	%
Borrowings		43,758			184		0.84	%		73,325			515		1.40	%
Other		2,531			—		—			1,661			—		—
Total interest-bearing liabilities		335,149			512		0.31	%		325,236			1,449		0.89	%
Non-interest-bearing deposits		67,832								48,589
Other noninterest-bearing liabilities		3,716								3,635
Total liabilities		406,697								377,460
Total stockholders' equity		59,396								57,852
Total liabilities and stockholders' equity	$	466,093							$	435,312
Net interest income				$	7,301							$	6,409
Net interest rate spread (1)							3.13	%							2.82	%
Net interest-earning assets (2)	$	119,030							$	97,837
Net interest margin (3)							3.22	%							3.03	%
Average interest-earning assets to interest-bearing liabilities		135.52	%							130.08	%

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

(2)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)	Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

	Six Months Ended June 30, 2021 vs. 2020
	Increase (Decrease) Due to Change in
	Volume			Rate			Total
(Dollars in thousands)
Interest-earning assets:
Loans	$	226		$	(216	)	$	10
Securities		174			(144	)		30
Other		17			(102	)		(85	)
Total interest-earning assets		417			(462	)		(45	)
Interest-bearing liabilities:
NOW and demand deposits		26			(55	)		(29	)
Money market deposits		14			(254	)		(240	)
Savings accounts		3			(1	)		2
Certificates of deposit		(6	)		(333	)		(339	)
Total interest-bearing deposits		37			(643	)		(606	)
Borrowings		(166	)		(165	)		(331	)
Total interest-bearing liabilities		(129	)		(808	)		(937	)
Change in net interest income	$	546		$	346		$	892

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans and proceeds from maturities of securities. We also rely on borrowings from the FHLB as supplemental sources of funds. At June 30, 2021 and December 31, 2020, we had $39.0 million and $34.1 million outstanding in advances from the FHLB, respectively, and the ability to borrow an additional $102.9 million and $112.6 million, respectively. At June 30, 2021 and December 31, 2020, we also had $4.2 million and $18.2 million of PPPLF advances secured by pledges of PPP loans from the FRB, respectively. Additionally, at June 30, 2021 and December 31, 2020, we had an overnight line of credit with the FHLB for up to $3.0 million and unsecured Fed Funds borrowing lines of credit with two correspondent banks for up to $5.0 million. At June 30, 2021 and December 31, 2020, there were no outstanding balances under any of these additional credit facilities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Our most liquid assets are cash and cash equivalents and available-for-sale investment securities. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities and financing activities. Net cash provided by operating activities was $2.5 million and $2.7 million for the six months ended June 30, 2021 and 2020, respectively. Net cash used by investing activities, which consists primarily of disbursements for loan originations and purchases, net of principal collections, and the purchase of securities available for sale, offset by proceeds from the sale and maturity of securities available for sale, was $20.2 million and $36.0 million for the six months ended June 30, 2021 and 2020, respectively. Net cash provided by financing activities, consisting of activity in deposit accounts and FHLB and FRB advances, was $32.9 million and $59.9 million for the six months ended June 30, 2021 and 2020, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position daily. We anticipate that we will have sufficient funds to meet our current funding commitments. COVID-19 has impacted our business and that of many of our customers, and the ultimate impact will depend on future developments, which remain uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities in response to it. Our current strategy to increase core deposits and the continued use of FHLB advances, as well as brokered certificates of deposit as needed, to fund loan growth.

The net proceeds from the 2019 stock offering significantly increased our liquidity and capital resources. Over time, the initial level of liquidity is expected to be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of loans. However, due to the increase in equity resulting from the net proceeds raised in the stock offering, as well as other factors associated with the stock offering, our return on equity for the six months ended June 30, 2021 was adversely affected.

First Seacoast Bancorp is a separate legal entity from First Seacoast Bank and must provide for its own liquidity to pay its operating expenses and other financial obligations and to fund repurchases of shares of common stock. The Company’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company is governed by applicable bank regulations. At June 30, 2021, the Company (on an unconsolidated basis) had liquid assets of $9.7 million. On September 23, 2020, the board of directors of the Company authorized the repurchase of up to 136,879 shares of the Company’s outstanding common stock, which equals approximately 2.3% of all shares currently outstanding and approximately 5.0% of the currently outstanding shares owned by stockholders other than the MHC. See Note 11 of the unaudited consolidated financial statements appearing under Item 1 of this quarterly report for a discussion of the Company’s common stock repurchases. As of June 30, 2021, the Company had repurchased 67,478 shares of its common stock at a weighted average share price of $9.43 per share.

At June 30, 2021, First Seacoast Bank exceeded all its regulatory capital requirements. See Note 10 of the unaudited consolidated financial statements appearing under Item 1 of this quarterly report. Management is not aware of any conditions or events that would change our category.

Off-Balance Sheet Arrangements

As a financial services provider, we routinely are a party to various financial instruments with off-balance sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

General. Most of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, the board of directors established a management-level Asset/Liability Management Committee (the “ALCO”), which takes responsibility for overseeing the asset/liability management process and related procedures. The ALCO meets on at least a quarterly basis and reviews asset/liability strategies, liquidity positions, alternative funding sources, interest rate risk measurement reports, capital levels and economic trends at both national and local levels. Our interest rate risk position is also monitored quarterly by the board of directors.

We try to manage our interest rate risk to minimize the exposure of our earnings and capital to changes in market interest rates. We have implemented the following strategies to manage our interest rate risk: originating loans with adjustable interest rates; promoting core deposit products; selling a portion of fixed-rate one- to four-family residential real estate loans; maintaining investments as available-for-sale; diversifying our loan portfolio; utilizing interest rate swaps; and strengthening our capital position. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.

Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (“NPV”) model. NPV represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology, while the NPV ratio reflects that value as a form of capital ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 basis points from current market rates.

The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as of June 30, 2021.

	Net Portfolio Value (“NPV”)								NPV as Percent of Portfolio Value of Assets
Basis Point (“bp”) Change in Interest Rates	Dollar Amount		Dollar Change			Percent Change			NPV Ratio			Change
	(Dollars in thousands)
400 bp	$	44,360	$	(7,204	)		(14.0	)%		10.7	%		(4	)
300 bp		47,320		(4,244	)		(8.2	)		11.0			26
200 bp		50,030		(1,534	)		(3.0	)		11.2			47
100 bp		52,123		559			1.1			11.2			50
0		51,564		—			—			10.7			—
(100) bp		40,811		(10,753	)		(20.9	)		8.3			(237	)

The percent change to NPV in the -100 bp change in interest rates scenario was -20.9% at June 30, 2021 versus a policy limit of -10.0%. An extremely low interest rate environment may artificially reduce the calculated inherent value of the Bank’s non-maturity deposits, which can inordinately impact the sensitivity of the NPV resulting in a mathematical aberration.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the way actual yields and costs respond to changes in market interest rates. The above table assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our NPV and will differ from actual results.

Economic Value of Equity. Like most financial institutions, our profitability depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities adjusted for the value of off-balance sheet contracts, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate sensitive assets and liabilities in response to these movements. Factors such as inflation, and instability in financial markets, among other factors beyond our control, may affect interest rates.

In a rising interest rate environment, we would expect that the rates on our deposits and borrowings would reprice upwards faster than the rates on our long-term loans and investments, which would be expected to compress our interest rate spread and have a negative effect on our profitability. Furthermore, increases in interest rates may adversely affect the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income. If interest rates rise, we expect that our economic value of equity would decrease. Economic value of equity represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities. The Company’s economic value of equity analysis as of June 30, 2021 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, the Company would experience a 3.0% decrease in economic value of equity. At the same date, our analysis estimated that, in the event of an instantaneous 100 basis point decrease in interest rates, the Company would experience a 20.9% decrease in the economic value of equity. As noted above, we believe this decrease is a mathematical aberration due to the current extremely low interest rate environment.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity, and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results.

Item 4.

Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. As of June 30, 2021, the Company conducted an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021 for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in SEC rules and forms.

The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Due to such inherent limitations, there can be no assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

Changes in Internal Controls over Financial Reporting. During the quarter ended June 30, 2021, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. At June 30, 2021, we were not involved in any legal proceedings the outcome of which we believe would be material to our consolidated financial condition or results of operations.

Item 1A.

Risk Factors

Not applicable, as First Seacoast Bancorp is a “smaller reporting company.”

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the Company’s repurchases of its outstanding shares of common stock during the quarter ended June 30, 2021.

Period	Total Number of Shares Purchased		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

April 1, 2021 - April 30, 2021		4,208	$	9.87		4,208		82,938
May 1, 2021 - May 31, 2021		2,074		9.74		2,074		80,864
June 1, 2021 - June 30, 2021		11,463		9.56		11,463		69,401
Total		17,745				17,745

There were no sales of unregistered securities during the three months ended June 30, 2021.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials for the quarter ended June 30, 2021, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity Capital, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
104		Cover Page Interactive Data Files (embedded within Inline XBRL document)

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.

		FIRST SEACOAST BANCORP


Date: August 13, 2021		/s/ James R. Brannen
		James R. Brannen
		President and Chief Executive Officer


Date: August 13, 2021		/s/ Richard M. Donovan
		Richard M. Donovan
		Senior Vice President and Chief Financial Officer