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Item 2. Management’s Discussion and Analysis

2025-08-08 compared with 2025-05-09 · 249 added, 99 removed, 228 unchanged (60% of the section changed)

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

Management’s discussion and analysis of the financial condition and results of operations at and for the three months ended March 31, 2025 and 2024 is intended to assist in understanding the financial condition and results of operations of the Company.

Management’s discussion and analysis of the financial condition and results of operations at and for the three and six months ended June 30, 2025 and 2024 is intended to assist in understanding the financial condition and results of operations of the Company.

The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

13 unchanged sentences

● unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, pandemics or other external events;

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

● 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;

● failure to consummate or a delay in consummating the pending acquisition of Provident Bancorp, Inc.

and BankProv, including as a result of any failure to obtain the necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all;

● risks related to the Company’s pending acquisition of Provident Bancorp, Inc.

and BankProv and acquisitions generally, including disruptions to current plans and operations;

difficulties in customer and employee retention;

fees, expenses and charges related to these transactions being significantly higher than anticipated;

unforeseen integration issues or impairment of goodwill and/or other intangibles;

and the Company’s inability to achieve expected revenues, cost savings, synergies, and other benefits at levels or within the timeframes originally anticipated;

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

22 unchanged sentences

Allowance for Credit Losses

The Company estimates the allowance for credit losses in accordance with the CECL methodology for loans measured at amortized cost.

The allowance for credit losses is established based upon the Company's current estimate of expected lifetime credit losses.

Arriving at an appropriate amount of allowance for credit losses involves a high degree of judgment.

The Company estimates the ACL in accordance with the CECL methodology for loans measured at amortized cost.

The ACL is established based upon the Company's current estimate of expected lifetime credit losses.

Arriving at an appropriate amount of ACL involves a high degree of judgment.

The Company estimates credit losses on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.

1 unchanged sentence

Loans that no longer share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting.

For the loans that are individually assessed, the Company uses either a discounted cash flow (“DCF”) approach, a fair value of collateral approach or an enterprise value method.

The latter approaches are used for loans deemed to be collateral dependent or when foreclosure is probable.

Changes in these judgements and assumptions could be due to a number of circumstances which may have a direct impact on the provision for credit losses and may result in changes to the amount of allowance.

The allowance for credit losses is increased by the provision for credit losses and by recoveries of loans previously charged off.

For the loans that are individually assessed, the Company uses either a discounted cash flow approach or a fair value of collateral approach.

The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable.

In limited circumstances, the collateral value for an individually assessed loan may be based on the enterprise value of a company.

The enterprise value method involves assessing the borrower’s ability to repay the loan by estimating the total value of its business, including both debt and equity.

This approach is typically used where the recoverable value is based on the fair value of the company as a going concern, adjusted for the priority of the Company’s claim.

Fair value adjustments are recorded in the period incurred as provision for credit losses in the consolidated statements of income.

Changes in these judgements and assumptions could be due to a number of circumstances which may have a direct impact on the provision for credit losses and may result in changes to the amount of ACL.

The ACL is increased by the provision for credit losses and by recoveries of loans previously charged off.

Credit losses are charged against the allowance when management's assessments confirm that the Company will not collect the full amortized cost basis of a loan.

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In addition to results presented in accordance with U.S.

GAAP, this quarterly report on Form 10-Q contains certain non-GAAP financial measures, including operating net income, operating noninterest expense, operating noninterest income, operating earnings per share, basic, operating earnings per share, diluted, operating return on average assets, operating return on average shareholders’ equity, operating efficiency ratio, tangible shareholders’ equity, tangible assets and tangible book value per share.

The Company’s management believes that the supplemental non-GAAP information is utilized by regulators and market analysts to evaluate a Company’s financial condition and therefore, such information is useful to investors.

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For the Three Months Ended

March 31, 2025

March 31, 2024

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income (GAAP)

1 unchanged sentence

Adjustments to net income:

BOLI surrender tax and managed endowment contract penalty

BOLI surrender tax and modified endowment contract penalty

Defined benefit pension termination expense

Merger and acquisition expenses

Adjustment for adoption of ASU 2023-02

Total adjustments to net income

Less net tax benefit associated with defined benefit pension termination expense

Less net tax benefit associated with merger and acquisition expenses and defined benefit pension termination expense

Non-GAAP adjustments, net of tax

8 unchanged sentences

Defined benefit pension termination expense

Merger and acquisition expenses

Adjustment for adoption of ASU 2023-02

Total impact of non-GAAP noninterest expense adjustments

8 unchanged sentences

Operating efficiency ratio (non-GAAP)

March 31, 2025

December 31, 2024

June 30, 2025

June 30, 2024

Total shareholders’ equity (GAAP)

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Tangible book value per share (non-GAAP)

Comparison of Financial Condition as of March 31, 2025 and December 31, 2024

Comparison of Financial Condition as of June 30, 2025 and December 31, 2024

Total Assets.

Total assets increased $84.4 million, or 1.6%, to $5.24 billion as of March 31, 2025 from $5.16 billion as of December 31, 2024.

The increase was primarily driven by increases in net loans, partially offset by decreases in cash and cash equivalents.

Total assets increased $68.8 million, or 1.3%, to $5.23 billion as of June 30, 2025 from $5.16 billion as of December 31, 2024.

The increase was primarily driven by increases in net loans, non-public investments and available-for-sale securities, offset partially by decreases in cash and cash equivalents and BOLI.

Cash and Cash Equivalents.

Cash and cash equivalents decreased $50.4 million, or 13.9%, to $313.4 million as of March 31, 2025 from $363.9 million as of December 31, 2024.

The decrease in cash and cash equivalents was primarily due to loan originations and paydowns of FHLB borrowings.

Available-for-Sale Securities.

Available-for-sale securities increased $6.5 million, or 2.8%, to $234.7 million as of March 31, 2025 from $228.2 million as of December 31, 2024 primarily due to purchases of U.S.

treasuries and mortgage backed-securities.

No securities were sold during the three months ended March 31, 2025.

Net loans increased $131.8 million, or 3.1%, to $4.43 billion as of March 31, 2025 from $4.29 billion as of December 31, 2024.

Cash and cash equivalents decreased $105.2 million, or 28.9%, to $258.7 million as of June 30, 2025 from $363.9 million as of December 31, 2024.

The decrease in cash and cash equivalents was primarily a result of increased loan originations and the repurchase of 3,241,874 shares during the six months ended June 30, 2025.

Securities Available for Sale.

Securities available for sale increased $7.2 million, or 3.2%, to $235.4 million as of June 30, 2025 from $228.2 million as of December 31, 2024 due to purchases of U.S.

treasuries, government agency debt securities and mortgage backed securities.

Net loans increased $204.2 million, or 4.8%, to $4.50 billion as of June 30, 2025 from $4.29 billion as of December 31, 2024.

The increase resulted primarily from increases in:

construction and development loans, which increased $62.5 million, or 10.7%;

commercial and industrial loans, which increased $49.6 million, or 8.9%;

commercial real estate loans, which increased $12.6 million, or 0.9%;

and consumer loans, which increased $7.8 million, or 3.2%.

construction and land development loans, which increased $140.5 million, or 24.1% and commercial and industrial loans, which increased $65.4 million, or 11.7%.

The increase in our loan portfolio reflects our strategy to prudently grow the balance sheet by continuing to diversify into these higher-yielding loans to improve net margins and manage interest rate risk.

The Company had approximately $454.3 million and $459.6 million in loans to borrowers in the cannabis industry at March 31, 2025 and December 31, 2024, respectively.

Of that total, $320.3 million and $321.9 million were direct loans to cannabis companies and were collateralized by real estate at March 31, 2025 and December 31, 2024, respectively.

Prepaid Expenses and Other Assets.

Prepaid expenses and other assets consist primarily of right of use assets related to our long-term leases, income taxes receivables and derivatives with a positive fair value.

These assets decreased $3.3 million, or 5.6%, to $56.2 million as of March 31, 2025 from $59.5 million as of December 31, 2024.

The decrease resulted primarily from a $3.1 million decrease in the value of interest rate swaps due to interest rate changes and a $1.5 million decrease in income tax receivables, offset partially by a $1.1 million increase in prepaid expenses due to new and renewed contracts.

Deposits increased $149.0 million, or 3.6%, to $4.33 billion as of March 31, 2025 from $4.18 billion as of December 31, 2024.

Core deposits (which we define as all deposits including certificates of deposit, other than brokered deposits) increased $149.5 million, or 3.9%, to $4.02 billion as of March 31, 2025 from $3.87 billion as of December 31, 2024.

The increase in deposits was the result of growth in customer deposits, primarily money market accounts, which increased $127.1 million, or 12.7%, and certificates of deposit, which increased $19.5 million, or 1.2%, from December 31, 2024.

The Company had $413.8 million and $395.2 million in deposits from the cannabis industry as of March 31, 2025 and December 31, 2024, respectively.

The Company had approximately $441.9 million and $459.6 million in loans to borrowers in the cannabis industry at June 30, 2025 and December 31, 2024, respectively.

Of that total, $268.3 million and $321.9 million were direct loans to cannabis companies and were collateralized by real estate at June 30, 2025 and December 31, 2024, respectively.

Non-Public Investments.

Non-public investments consist primarily of equity investments and FHLB and FRB stock holdings.

These assets increased $11.4 million, or 46.8%, to $35.8 million as of June 30, 2025 from $24.4 million as of December 31, 2024.

The increase resulted primarily from a new solar tax credit equity investment of $6.8 million, as well as increases in FHLB stock and FRB stock holdings of $1.1 million and $860,000, respectively.

During the three and six months ended June 30, 2025, the Company received proceeds on surrendered BOLI policies of $48.8 million.

The Company surrendered BOLI policies in September 2024, which allowed the insurance carriers a period of time to payout the proceeds, resulting in the Company carrying higher BOLI balances prior to the receipt of the proceeds from the surrender.

Deposits increased $90.4 million, or 2.2%, to $4.27 billion as of June 30, 2025 from $4.18 billion as of December 31, 2024.

Core deposits (which we define as all deposits including certificates of deposit, other than brokered deposits) increased $146.0 million, or 3.8%, to $4.01 billion as of June 30, 2025 from $3.87 billion as of December 31, 2024.

The increase in deposits was the result of growth in customer deposits, primarily money market accounts, which increased $92.3 million, or 9.2%, noninterest-bearing demand deposits, which increased $22.4 million or 3.6%, savings accounts, which increased $12.8 million, or 11.8%, and customer time deposits, which increased $12.4 million, or 0.7%, from December 31, 2024.

The increase in core deposits was partially offset by a decrease in brokered deposits of $55.6 million, or 18.0%, due to higher utilization of FHLB borrowings to fund loan growth and better rates on borrowings compared to brokered deposits.

The Company had $408.9 million and $395.2 million in deposits from the cannabis industry as of June 30, 2025 and December 31, 2024, respectively.

FHLB Borrowings.

FHLB borrowings decreased $30.0 million, or 24.8%, to $90.8 million as of March 31, 2025 from $120.8 million as of December 31, 2024.

The decrease in FHLB borrowings was the result of overall deposit growth.

Accrued expenses and other liabilities.

Accrued expenses and other liabilities decreased $5.4 million, or 8.2%, to $60.3 million as of March 31, 2025 from $65.7 million as of December 31, 2024.

The decrease resulted primarily from $4.9 million in lower accrued bonuses due to payout of 2024 bonuses, $3.1 million in lower value of interest rate swaps due to changes in interest rates and a $1.9 million decline in accrued interest of brokered deposits due to maturities during the three months ended March 31, 2025;

offset partially by a $1.5 milion increase in accrued taxes, a $2.4 million increase in miscellaneous liabilities and accrued expenses.

FHLB borrowings increased $6.8 million, or 5.6%, to $127.6 million as of June 30, 2025 from $120.8 million as of December 31, 2024.

The increase in FHLB borrowings was the result of loan growth and brokered deposit maturities.

Shareholders’ Equity.

Total shareholders’ equity decreased $25.6 million, or 3.3%, to $739.6 million as of March 31, 2025 from $765.2 million as of December 31, 2024, due to the $40.7 million decrease in additional paid-in capital resulting from the completion of the share repurchase program , partially offset by net income of $12.7 million and other comprehensive income of $1.7 million during the three months ended March 31, 2025.

Comparison of Operating Results for the Three Months Ended March 31, 2025 and March 31, 2024

Net income was $12.7 million for the quarter ended March 31, 2025, compared to net income of $8.7 million for the quarter ended March 31, 2024, an increase of approximately $4.0 million, or 45.4%.

An increase of $4.9 million, or 12.7%, in net interest income and a $3.3 million, or 73.9%, decrease in the provision for credit losses was partially offset by a $3.1 million, or 12.1%, increase in noninterest expense and a $1.5 million, or 42.9% increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $13.7 million, or $0.35 per diluted share, for the quarter ended March 31, 2025 compared to net income of $9.0 million, or $0.23 per diluted share, for the quarter ended March 31, 2024, an increase of $4.7 million, or 52.5%.

The material one-time charges for the quarter ended March 31, 2025 were:

● Pension expense related to the final liquidation of the employee pension plan totaling $884,000 (net of tax) and;

● Tax expense and a modified endowment contract penalty related to the surrender of bank-owned life insurance (“BOLI”) policies of $154,000.

Total shareholders’ equity decreased $28.0 million, or 3.7%, to $737.1 million as of June 30, 2025 from $765.2 million as of December 31, 2024, due to the $59.6 million decrease in additional paid-in capital resulting from the completion of the first share repurchase program and the initiation of the second repurchase program, partially offset by net income of $27.3 million during the six months ended June 30, 2025 .

Comparison of Operating Results for the Three Months Ended June 30, 2025 and 2024

Net income was $14.6 million for the quarter ended June 30, 2025, compared to net income of $9.5 million for the quarter ended June 30, 2024, an increase of approximately $5.1 million, or 54.2%.

An increase of $8.3 million, or 21.4%, in net interest income and a $1.2 million, or 40.2%, increase in noninterest income was partially offset by a $3.1 million, or 11.8%, increase in noninterest expense and a $1.8 million, or 74.8%, increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $15.0 million, or $0.40 per basic and diluted share for the quarter ended June 30, 2025 compared to operating net income, excluding one-time charges, of $9.9 million, or $0.25 per basic and diluted share, for the quarter ended June 30, 2024, an increase of $5.2 million, or 52.6%.

The material one-time charges for the three months ended June 30, 2025 were:

● Merger and acquisition costs of $530,000 related to the Company’s pending acquisition of Provident Bancorp Inc.

and BankProv and;

● Income tax expense and a modified endowment contract penalty related to the surrender of BOLI policies of $64,000.

Compared to the material one-time charges for the three months ended June 30, 2024:

● Proportional amortization expense of $506,000 for the adoption of ASU 2023-02

Interest and Dividend Income.

Interest and dividend income increased $8.7 million, or 12.7%, to $76.9 million for the quarter ended March 31, 2025 from $68.2 million for the quarter ended March 31, 2024, primarily due to a $7.4 million, or 11.6%, increase in interest and fees on loans and a $1.0 million, or 79.0%, increase in interest on securities.

The increase in interest and fees on loans was primarily due to an increase of $463.4 million, or 11.9%, in the average balance of the loan portfolio to $4.37 billion for the quarter ended March 31, 2025 from $3.90 billion for the quarter ended March 31, 2024, reflecting the growth of our commercial loan portfolio.

The increase in interest income on securities was primarily due to an increase of 137 basis points in the weighted average yield on our securities portfolio to 4.03% for the quarter ended March 31, 2025 from 2.66% for the quarter ended March 31, 2024 and the increase in the average balance of the securities portfolio of $37.1 million, or 19.2%, to $230.4 million for the quarter ended March 31, 2025 from $193.3 million for the quarter ended March 31, 2024.

Average interest-earning assets increased $591.6 million, to $4.89 billion for the quarter ended March 31, 2025 from $4.30 billion for the quarter ended March 31, 2024.

The yield on interest-earning assets was 6.38% for the quarters ended March 31, 2025 and 2024.

Interest and dividend income increased $8.7 million, or 12.3%, to $79.8 million for the quarter ended June 30, 2025 from $71.1 million for the quarter ended June 30, 2024, primarily due to a $9.4 million, or 14.5%, increase in interest and fees on loans.

The increase in interest and fees on loans was primarily due to an increase of $492.2 million, or 12.3%, in the average balance of the loan portfolio to $4.48 billion for the quarter ended June 30, 2025 from $3.99 billion for the quarter ended June 30, 2024 and an increase of 11 basis points in the weighted average yield for the loan portfolio to 6.69% for the quarter ended June 30, 2025 from 6.58% for the quarter ended June 30, 2024, reflecting the growth of our commercial and construction loan portfolios.

The increase in interest and fees on loans was partially offset by an $80.3 million decrease in the average balance of short-term investments to $199.3 million for the quarter ended June 30, 2025 from $279.6 million for the quarter ended June 30, 2024, as well as, a decrease of 109 basis points in the weighted average yield for the short-term investment portfolio to 4.46% for the quarter ended June 30, 2025 from 5.56% for the quarter ended June 30, 2024, driven by the reduction in cash from the share repurchase plans.

Average interest-earning assets increased $444.3 million, or 9.9%, to $4.94 billion for the quarter ended June 30, 2025 from $4.50 billion for the quarter ended June 30, 2024.

The yield on interest-earning assets increased 12 basis points to 6.48% for the quarter ended June 30, 2025 from 6.36% for the quarter ended June 30, 2024.

Interest Expense.

Total interest expense increased $3.8 million, or 12.7%, to $33.3 million for the quarter ended March 31, 2025 from $29.6 million for the quarter ended March 31, 2024.

Interest expense on deposit accounts increased $4.0 million, or 14.3%, to $32.2 million for the quarter ended March 31, 2025 from $28.2 million for the quarter ended March 31, 2024.

The increase was due to an increase in the average balance of certificates of deposit and individual retirement accounts of $309.8 million, or 18.6%, to $1.98 billion for the quarter ended March 31, 2025 from $1.67 billion for the quarter ended March 31, 2024 and an increase in the average balance of money market accounts of $220.3 million, 25.8%, to $1.07 billion for the quarter ended March 31, 2025 from $852.8 million for the quarter ended March 31, 2024, offset partially by a decrease in the weighted average rate on certificates of deposit and individual retirement accounts of 30 basis points to 4.59% for the quarter ended March 31, 2025 from 4.89% for the quarter ended March 31, 2024.

Total interest expense increased $441,000, or 1.4%, to $32.8 million for the quarter ended June 30, 2025 from $32.4 million for the quarter ended June 30, 2024.

Interest expense on borrowings increased $330,000, or 40.2%, to $1.2 million for the quarter ended June 30, 2025 from $821,000 for the quarter ended June 30, 2024 primarily from the increased utilization of FHLB borrowings due to brokered deposit maturities.

Interest expense on deposits increased $111,000, or 0.35%, to $31.7 million for the quarter ended June 30, 2025 from $31.6 million for the quarter ended June 30, 2024.

The increase was primarily due to an increase in the average balance of money market accounts of $253.2 million, or 30.3%, to $1.09 billion for the quarter ended June 30, 2025 from $836.9 million for the quarter ended June 30, 2024, an increase in the average balance of certificates of deposit and individual retirement accounts of $130.4 million, or 7.1%, to $1.96 billion for the quarter ended June 30, 2025 from $1.83 billion for the quarter ended June 30, 2024, offset by a decrease in the weighted average rate on certificates of deposit and individual retirement accounts of 70 basis points to 4.34% for the quarter ended June 30, 2025 from 5.04% for the quarter ended June 30, 2024.

Net Interest Income.

Net interest income increased $4.9 million, or 12.7%, to $43.5 million for the quarter ended March 31, 2025 from $38.6 million for the quarter ended March 31, 2024, primarily due to a $591.6 million, or 13.8%, increase in the average balance of interest-earning assets to $4.89 billion for the quarter ended March 31, 2025 from $4.30 billion for the quarter ended March 31, 2024 and a decrease in the weighted average rate on interest-bearing liabilities of 17 basis points from 3.80% for the quarter ended March 31, 2024 to 3.63% for the quarter ended March 31, 2025.

These increases were offset partially by a $601.7 million increase in the average balance of interest-bearing liabilities to $3.73 billion for the quarter ended March 31, 2025 from $3.13 billion for the quarter ended March 31, 2024.

Net interest income increased $8.3 million, or 21.4%, to $47.0 million for the quarter ended June 30, 2025 from $38.7 million for the quarter ended June 30, 2024, primarily due to a $444.3 million, or 9.9%, increase in the average balance of interest-earning assets to $4.94 billion for the quarter ended June 30, 2025 from $4.50 billion for the quarter ended June 30, 2024, a decrease in the weighted average rate on interest-bearing liabilities of 41 basis points from 3.93% for the quarter ended June 30, 2024 to 3.52% for the quarter ended June 30, 2025 and an increase in the weighted average rate on interest-bearing assets of 12 basis points from 6.36% for the quarter ended June 30, 2024 to 6.48% for the quarter ended June 30, 2025.

These increases were partially offset by an increase in the average balance of interest-bearing liabilities of $431.3 million, or 13.0%, to $3.75 billion at June 30, 2025 from $3.32 billion at June 30, 2024.

Provision for Credit Losses.

Based on management’s analysis of the adequacy of the allowance for credit losses, a provision of $1.2 million was recorded for the quarter ended March 31, 2025, of which $947,000 related to the provision for credit losses on loans, compared to a provision of $4.4 million for the quarter ended March 31, 2024, which includes a $3.9 million provision for credit losses on loans.

The provision for credit losses on unfunded commitments decreased $328,000, or 60.9%, during the three months ended March 31, 2025 as a result of a reduction in qualitative factors on construction commitments.

The decrease of $3.3 million, or 73.9%, in the total provision for credit losses was primarily due to the decreases in the qualitative factors on loans collateralized by purchased consumer loans and updated prepayment speeds across all loan segments.

Based on management’s analysis of the adequacy of the ACL, a provision of $3.2 million was recorded for the quarter ended June 30, 2025, of which $4.2 million related to the provision for credit losses on loans, compared to a provision of $3.7 million for the quarter ended June 30, 2024, which included a $4.4 million provision for credit losses on loans.

The release of provision for credit losses on unfunded commitments increased $321,000 during the three months ended June 30, 2025 as a result of a decrease in the WARM period on construction loans and a reduction in the probability of funding on construction commitments.

The decrease of $506,000, or 13.8%, in the total provision for credit losses was primarily due to the $923,000 recovery on a commercial real estate participation loan during the three months ended June 30, 2025.

Noninterest Income.

Noninterest income increased $360,000, or 10.3%, to $3.9 million for the quarter ended March 31, 2025 from $3.5 million for the quarter ended March 31, 2024.

The increase resulted primarily from increases in customer service fees of $678,000 due to higher loan and cash management fees and increases in the change in the cash surrender value of BOLI of $630,000 resulting from carrying a higher balance of BOLI during the three months ended March 31, 2025;

offset partially by decreases in other income of $615,000 resulting from the debit card branding signing bonus earned during the quarter ended March 31, 2024 and decreases in swap contract fees of $399,000, resulting from fewer swaps executed during the three months ended March 31, 2025.

The table below sets forth our noninterest income for the quarters ended March 31, 2025 and 2024:

Noninterest income increased $1.2 million, or 40.2%, to $4.2 million for the quarter ended June 30, 2025 from $3.0 million for the quarter ended June 30, 2024.

The increase resulted primarily from increases in customer service fees of $682,000, or 36.4%, due to higher loan and cash management fees, increases in the change in the cash surrender value of BOLI of $383,000, or 94.8%, resulting from carrying a higher balance of BOLI and increased SWAP contract fees of $259,000, or 97.7%, from an increase in the volume of closed customer SWAPs during the three months ended June 30, 2025;

offset partially by decreases in mortgage banking income of $287,000, or 67.1%, resulting from a decrease in the volume of loans sold during the quarter ended June 30, 2025.

The table below sets forth our noninterest income for the quarters ended June 30, 2025 and 2024:

Three Months Ended

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Noninterest Expense.

Noninterest expense increased $3.1 million, or 12.1%, to $28.7 million for the quarter ended March 31, 2025 from $25.6 million for the quarter ended March 31, 2024.

Salaries and employee benefit expenses increased $1.6 million, or 9.0%, resulting primarily from a $826,000 increase in pension expenses resulting from a one-time expense for final liquidation of the employee pension plan, a $596,000 and $340,000 increase in salaries expense and benefits expense, respectively, due to headcount increases related to the Company’s growth strategy, a $194,000 increase in ESOP expenses due to stock price appreciation and a $175,000 increase in FICA expenses related to bonus payouts, partially offset by a $592,000 decrease in long term incentive plan expenses during the quarter ended March 31, 2025.

Data Processing expenses increased $770,000 related to investments in management information and customer service systems during the quarter ended March 31, 2025.

FDIC and state assessment expenses increased $452,000 due to increases in the related assessment calculation resulting from the Bank’s growth.

The table below sets forth our noninterest expense for the quarters ended March 31, 2025 and 2024:

Noninterest expense increased $3.1 million, or 11.8%, to $29.3 million for the quarter ended June 30, 2025 from $26.2 million for the quarter ended June 30, 2024.

Salaries and employee benefit expenses increased $1.8 million, or 10.9%, resulting primarily from a $1.4 million increase in employee compensation, a $366,000 increase in medical and dental benefits and a $212,000 increase in payroll taxes, all due to headcount increases related to the Company’s continued growth, a $262,000 increase in stock-based compensation as a result of the grants made during the current quarter and a $214,000 increase in ESOP compensation resulting from the Company’s stock price appreciation;

partially offset by a $967,000 decrease in LTIP expenses resulting from reduced balances in the LTIP during the quarter ended June 30, 2025.

Director and professional service fees increased $673,000, or 29.7%, primarily driven by $527,000 in stock compensation to directors related to grants made during the quarter ended June 30, 2025 and a $140,000 increase in Director’s fee expenses.

Merger and acquisition expenses increased $530,000 from $0 resulting from the announcement of the Provident Bancorp, Inc.

and BankProv acquisition during the quarter ended June 30, 2025.

The table below sets forth our noninterest expense for the quarters ended June 30, 2025 and 2024:

Three Months Ended

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Salaries and employee benefits

Data processing expenses

Director and professional service fees

Occupancy and equipment expenses

Data processing expenses

Marketing and charitable contribution expenses

FDIC and state insurance assessments

Merger and acquisition expenses

General and administrative expenses

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Income Tax Expense.

Income tax expense increased $1.5 million, or 42.9%, to $4.9 million for the quarter ended March 31, 2025 from $3.4 million for the quarter ended March 31, 2024.

The increase was due to the increase in pretax income of $5.4 million, or 44.7%.

The effective tax rate was 28.0% and 28.3% for the quarter ended March 31, 2025 and 2024, respectively.

Income tax expense increased $1.8 million, or 74.8%, to $4.1 million for the quarter ended June 30, 2025 from $2.4 million for the quarter ended June 30, 2024.

The effective tax rate was 22.1% and 20.0% for the quarter ended June 30, 2025 and 2024, respectively.

The increase in tax expense was from higher pre-tax income and an increase in projected pass through losses on solar income tax credit investments during the quarter ended June 30, 2025 compared to June 30, 2024.

Average Balances and Yields.

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Three Months Ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Yield/Rate (4)

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Total interest-bearing deposits

FHLB advances

FHLB and FRB advances

Total interest-bearing liabilities

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The following table presents the effects of changing rates and volumes on our net interest income for the periods 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 rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume).

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.

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 volume and the changes due to rate.

There were no out-of-period items or adjustments required to be excluded from the table below.

Three Months Ended

March 31, 2025 vs.

June 30, 2025 vs.

Increase (Decrease) Due to

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Change in net interest income

Comparison of Operating Results for the Six Months Ended June 30, 2025 and 2024

Net income was $27.2 million for the six months ended June 30, 2025, compared to net income of $18.2 million the six months ended June 30, 2024, an increase of approximately $9.1 million, or 50.0%.

The increase was primarily due to a $13.2 million, or 17.0%, increase in net interest income and a $3.8 million, or 46.7%, decrease in the provision for credit losses, partially offset by a $6.2 million, or 11.9%, increase in noninterest expense and a $3.2 million, or 55.9%, increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $28.7 million, or $0.76 per diluted share, for the six months ended June 30, 2025 compared to operating net income, excluding one-time charges, of $19.2 million for the six months ended June 30, 2024, an increase of $9.6 million, or 49.9%.

The material one-time charges for the six months ended June 30, 2025 were:

● Pension liquidation contributions of $1.2 million;

● Merger and acquisition costs of $530,000 related to the Company’s pending acquisition of Provident Bancorp, Inc.

and BankProv;

● Income tax expense and a modified endowment contract penalty related to the surrender of BOLI policies of $218,000.

Compared to the material one-time charges for the six months ended June 30, 2024:

● Proportional amortization expense of $913,000 for the adoption of ASU 2023-02;

● Pension termination expenses of $390,000.

Interest and Dividend Income.

Interest and dividend income increased $17.4 million, or 12.5%, to $156.7 million for the six months ended June 30, 2025 from $139.3 million for the six months ended June 30, 2024, primarily due to a $16.9 million, or 13.1%, increase in interest and fees on loans, reflecting the growth of our commercial and construction loan portfolios.

The increase in interest and fees on loans was primarily due to an increase of $478.1 million, or 12.1%, in the average balance of the loan portfolio to $4.42 billion for the six months ended June 30, 2025 from $3.95 billion for the six months ended June 30, 2024 reflecting the growth of our commercial and construction loan portfolios.

Average interest-earning assets increased $518.1 million, or 11.8%, to $4.91 billion for the six months ended June 30, 2025 from $4.40 billion for the six months ended June 30, 2024.

The yield on interest-earning assets increased 6 basis points to 6.43% for the six months ended June 30, 2025 from 6.37% for the six months ended June 30, 2024.

Interest Expense.

Total interest expense increased $4.2 million, or 6.8%, to $66.2 million for the six months ended June 30, 2025 from $62.0 million for the six months ended June 30, 2024.

Interest expense on deposit accounts increased $4.1 million, or 6.9%, to $63.9 million for the six months ended June 30, 2025 from $59.8 million for the six months ended June 30, 2024.

The increase was primarily due to an increase in the average balance of money market accounts of $236.8 million, or 28.0% to $1.08 million for the six months ended June 30, 2025 from $844.9 million for the six months ended June 30, 2024 and an increase in the average balance of certificate of deposit and individual retirement accounts of $220.1 million, or 12.6%, to $1.97 billion for the six months ended June 30, 2025 from $1.75 billion for the six months ended June 30, 2024, partially offset by a decrease in the weighted average rate on certificate of deposit and individual retirement accounts of 51 basis points to 4.46% for the six months ended June 30, 2025 from 4.97% for the six months ended June 30, 2024.

Net Interest Income.

Net interest income increased $13.2 million, or 17.0%, to $90.5 million for the six months ended June 30, 2025 from $77.4 million for the six months ended June 30, 2024, primarily due to a $518.1 million, or 11.8%, increase in the average balance of interest-earning assets to $4.91 billion for the six months ended June 30, 2025 from $4.40 billion for the six months ended June 30, 2024 and an increase in the weighted average yield on interest-earning assets of 6 basis points to 6.43% for the six months ended June 30, 2025 from 6.37% for the six months ended June 30, 2024 and a decrease in the weighted average rate on interest-bearing liabilities of 30 basis points to 3.57% for the six months ended June 30, 2025 from 3.87% for the six months ended June 30, 2024.

These increases were offset partially by an increase in the average balance of interest-bearing liabilities of $516.6 million, or 16.0%, to $3.74 billion for the six months ended June 30, 2025 from $3.22 billion for the six months ended June 30, 2024.

Provision for Credit Losses.

Based on management’s analysis of the adequacy of the ACL, a provision of $4.3 million was recorded for the six months ended June 30, 2025, of which $5.2 million related to the provision for credit losses on loans, compared to a provision of $8.1 million for the six months ended June 30, 2024, which included an $8.3 million provision for credit losses on loans.

The release of provision for credit losses on unfunded commitments increased $649,000, or 291.0%, during the six months ended June 30, 2025 as a result of a decrease in the WARM period on construction loans and a reduction in the probability of funding on construction commitments.

The decrease of $3.8 million, or 46.7%, in the total provision for credit losses was primarily due to the establishment of a $4.0 million specific reserve for a commercial real estate participation loan that was recorded during the six months ended June 30, 2024, with no increase in specific reserves necessary during the six months ended June 30, 2025.

The commercial real estate participation loan was ultimately resolved with a $923,000 recovery during the six months ended June 30, 2025.

Noninterest Income.

Noninterest income increased $1.6 million, or 24.0%, to $8.0 million for the six months ended June 30, 2025 from $6.5 million for the six months ended June 30, 2024.

The increase resulted primarily from increases in customer service fees of $1.4 million, or 36.2%, due to higher loan and cash management fees and increases in the change in the cash surrender value of BOLI of $1.0 million, or 125.8%, resulting from carrying a higher balance of BOLI during the six months ended June 30, 2025;

offset partially by decreases in other income of $454,000 resulting from the $610,000 debit card branding signing bonus earned during the six months ended June 30, 2024, offset partially by the annual $160,000 debit card incentive bonus earned during the six months ended June 30, 2025.

The table below sets forth our noninterest income for the six months ended June 30, 2025 and 2024:

Six Months Ended

(Dollars in thousands)

Customer service fees

Increase in cash surrender value of BOLI

Mortgage banking income

Swap contract income

Total noninterest income

Noninterest Expense.

Noninterest expense increased $6.2 million, or 11.9%, to $58.0 million for the six months ended June 30, 2025 from $51.8 million for the six months ended June 30, 2024.

Salaries and employee benefit expenses increased $3.4 million, or 9.9%, primarily from a $2.0 million increase in employee compensation expense, a $707,000 increase in medical and dental benefits expense and a $387,000 increase in payroll taxes from the hiring of additional employees consistent with our growth, an $828,000 increase in pension expense due to a $1.2 million final liquidation contribution, a $409,000 increase in ESOP compensation expense as a result of the Company’s stock price appreciation and a $262,000 increase in stock compensation expense from restricted stock award grants during the six months ended June 30, 2025;

offset partially by a $1.6 million decrease in LTIP expenses resulting from reduced balances in the LTIP during the quarter ended June 30, 2025.

Data processing expenses increased $938,000, or 21.7%, during the six months ended June 30, 2025, primarily the result of higher management information and general servicing system expenses.

Director and professional service fees increased $912,000, or 21.8%, during the six months ended June 30, 2025, primarily the result of $527,000 in director stock compensation expense from restricted stock award grants during the six months ended June 30, 2025, a $273,000 increase in director’s fee expenses, a $135,000 increase in legal expenses and a $124,000 increase in consulting expenses.

FDIC and state assessment expenses increased $702,000, or 70.6%, due to increases in the related assessment calculations resulting from the Bank’s growth.

Merger and acquisition expenses increased $530,000 from $0 due to the announcement of the Company’s acquisition of Provident Bancorp, Inc.

and BankProv.

The table below sets forth our noninterest expense for the six months ended June 30, 2025 and 2024:

Six Months Ended

(Dollars in thousands)

Salaries and employee benefits

Data processing expenses

Director and professional service fees

Occupancy and equipment expenses

Marketing and charitable contribution expenses

FDIC and state insurance assessments

Merger and acquisition expenses

General and administrative expenses

Total noninterest expense

Income Tax Expense.

Income tax expense increased $3.2 million, or 55.9%, to $9.1 million for the six months ended June 30, 2025 from $5.8 million for the six months ended June 30, 2024, mainly resulting from the increase in net income during the quarter ended June 30, 2025.

The effective tax rate was 25.0% and 24.2% for the six months ended June 30, 2025 and 2024, respectively.

Average Balances and Yields.

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated.

No tax-equivalent yield adjustments have been made, as the effects would be immaterial.

Non-accrual loans were included in the computation of average balances.

All average balances are daily average balances.

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;

such fees, discounts and premiums were not material for the periods presented.

Six Months Ended

June 30, 2025

June 30, 2024

Yield/Rate (4)

Interest-earning assets:

Other investments (5)

Short-term investments (5)

Total interest-earning assets

Non-interest-earning assets

Allowance for credit losses

Interest-bearing liabilities:

Savings accounts

Money market accounts

Certificates of deposit and individual retirement accounts

Total interest-bearing deposits

FHLB and FRB advances

Total interest-bearing liabilities

Non-interest-bearing deposits

Other non-interest-bearing liabilities

Total liabilities

Shareholders' equity

Total liabilities and shareholders' equity

Net interest income

Net interest rate spread (1)

Net interest-earning assets (2)

Net interest margin (3)

Average interest-earning assets to interest-bearing liabilities

(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.

(4) Annualized.

(5) Other investments are comprised of FRB stock, FHLB stock and swap collateral accounts.

Short-term investments are comprised of cash and cash equivalents

Rate/Volume Analysis.

The following table presents the effects of changing rates and volumes on our net interest income for the periods 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.

There were no out-of-period items or adjustments required to be excluded from the table below.

Six Months Ended

June 30, 2025 vs.

Increase (Decrease) Due to

(In thousands)

Interest-earning assets:

Short-term investments

Total interest-earning assets

Interest-bearing liabilities:

Savings accounts

Money market accounts

Certificates of deposit and individual retirement accounts

Total interest-bearing deposits

Federal Home Loan Bank advances

Total interest-bearing liabilities

Change in net interest income

Liquidity and Capital Resources

3 unchanged sentences

We are also able to borrow from the FHLB and the Discount Window at the Federal Reserve Bank of Boston (“FRB”).

As of March 31, 2025, we had outstanding advances of $90.8 million from the FHLB and an unused borrowing capacity of $754.3 million with the FHLB.

At March 31, 2025, the Bank had $651.2 million available from a line under the Borrower in Custody (“BIC”) program at the FRB.

Additionally, as of March 31, 2025, we had $309.2 million of brokered deposits and pursuant to our internal liquidity policy, which allows us to utilize brokered deposits up to 25.0% of our total assets, we had an additional capacity of up to approximately $1.00 billion of brokered deposits.

As of June 30, 2025, we had outstanding advances of $127.6 million from the FHLB.

As of June 30, 2025, we had unused borrowing capacity of $724.2 million with the FHLB.

At June 30, 2025, the Bank had $593.4 million available from the discount window under the Borrower in Custody (“BIC”) program at the FRB.

Additionally, as of June 30, 2025, we had $254.2 million of brokered deposits and pursuant to our internal liquidity policy, which allows us to utilize brokered deposits up to 25.0% of our total assets, we had an additional capacity of up to approximately $1.05 billion of brokered deposits.

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.

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cash flows from operating activities, investing activities, and financing activities.

At March 31, 2025, we had $49.1 million in commitments to originate loans outstanding.

At June 30, 2025, we had $35.5 million in commitments to originate loans outstanding.

In addition, we had $584.3 million in unused lines of credit to borrowers, $434.3 million in unadvanced construction loans and $5.7 million in letters of credit outstanding.

Non-brokered certificates of deposit due within one year of March 31, 2025 totaled $1.54 billion, or 35.6%, of total deposits.

Non-brokered certificates of deposit due within one year of June 30, 2025 totaled $1.58 billion, or 36.9%, of total deposits.

If these deposits do not remain with us, we may be required to seek other sources of funds, including brokered deposits, FHLB advances and FRB borrowings.

Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the non-brokered certificates of deposit due on or before March 31, 2026, or on our other interest-bearing deposit accounts.

We believe, however, based on historical experience and current market interest rates that we will retain, upon maturity, a large portion of our certificates of deposit with maturities of one year or less as of March 31, 2025.

Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the non-brokered certificates of deposit due on or before June 30, 2026, or on our other interest-bearing deposit accounts.

We believe, however, based on historical experience and current market interest rates that we will retain upon maturity a large portion of our certificates of deposit with maturities of one year or less as of June 30, 2025.

Our primary investing activity is originating loans.

During the three months ended March 31, 2025, we originated $119.8 million of loans, net of repayments.

During the six months ended June 30, 2025, we originated $212.8 million of loans, net of repayments.

Financing activities consist primarily of activity in deposit accounts and FHLB advances.

We experienced net increases in deposits of $149.0 million for the three months ended March 31, 2025.

At March 31, 2025 and December 31, 2024, the level of brokered time deposits was $309.2 million and $309.8 million, respectively.

We experienced net increases in deposits of $90.4 million for the six months ended June 30, 2025.

At June 30, 2025 and December 31, 2024, the level of brokered time deposits was $254.2 million and $309.8 million, respectively.

Deposit flows are affected primarily by the overall level of interest rates and the interest rates and products offered by us and our competitors.

FHLB advances decreased $30.0 million during the three months ended March 31, 2025.

For additional information, see the consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 included as part of the consolidated financial statements appearing elsewhere in this Form 10-Q.

FHLB advances decreased $6.8 million during the six months ended June 30, 2025.

For additional information, see the consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 included as part of the consolidated financial statements appearing elsewhere in this Form 10-Q.

We are committed to maintaining a strong liquidity position.

5 unchanged sentences

In addition, based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

As of March 31, 2025, Needham Bank and NB Bancorp, Inc.

As of June 30, 2025, Needham Bank and NB Bancorp, Inc.

exceeded all of their regulatory capital requirements, and were categorized as well-capitalized at that date.

11 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis