Equibles

10-Q

ECB Bancorp, Inc. /MD/ (ECBK)

10-Q 2024-08-09 For: 2024-06-30
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

For the transition period from ________________________ to ______________________

Commission File Number: 001-41456

ECB Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland 88-1502079
( State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br>Identification No.)
419 Broadway<br><br>Everett, Massachusetts 02149
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 387-1110

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

Title of each class Ticker Symbol Name of each exchange on which registered
Common Stock, $0.01 par value ECBK 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 [ X ] No [ ]

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes [X] No [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer  [X] Smaller reporting company [X]
Emerging growth company [X]

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 Act). Yes [ ] No [X]

As of August 9, 2024, 9,187,871 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding.

ECB Bancorp, Inc.

Form 10-Q

Index

Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 1
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023 2
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 3
Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 2024 and 2023 4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 5
Notes to Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30
Item 3. Quantitative and Qualitative Disclosures about Market Risk 42
Item 4. Controls and Procedures 42
Part II. Other Information
Item 1. Legal Proceedings 43
Item 1A. Risk Factors 43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43
Item 3. Defaults upon Senior Securities 43
Item 4. Mine Safety Disclosures 43
Item 5. Other Information 43
Item 6. Exhibits 44
Signature Page 45

Item 1. Financial Statements

ECB Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

(unaudited)

(Dollars in thousands)

December 31, 2023
ASSETS
Cash and due from banks 2,783 $ 3,786
Short-term investments 108,659 115,250
Total cash and cash equivalents 111,442 119,036
Investments in available-for-sale securities (at fair value) — 5,003
Investments in held-to-maturity securities, at cost (fair values of 74,047 at June 30,   2024 and 70,590 at December 31, 2023) 80,458 76,979
Loans held-for-sale 624 —
Loans, net of allowance for credit losses of 9,025 at June 30, 2024    and 8,591 at December 31, 2023 1,102,886 1,039,789
Federal Home Loan Bank stock, at cost 9,600 9,892
Premises and equipment, net 3,663 3,754
Accrued interest receivable 4,211 3,766
Deferred tax asset, net 4,604 4,767
Bank-owned life insurance 14,706 14,472
Other assets 3,744 2,877
Total assets 1,335,938 $ 1,280,335
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing 77,801 $ 78,342
Interest-bearing 854,976 789,872
Total deposits 932,777 868,214
Federal Home Loan Bank advances 224,000 234,000
Other liabilities 12,697 13,220
Total liabilities 1,169,474 1,115,434
Shareholders' Equity:
Preferred Stock, par value 0.01; Authorized: 1,000,000 shares; Issued and outstanding: 0 shares and 0 shares, respectively — —
Common Stock, par value 0.01; Authorized: 30,000,000 shares; Issued and outstanding: 9,200,219 shares and 9,291,810 shares, respectively 92 93
Additional paid-in capital 86,974 87,431
Retained earnings 85,266 83,854
Accumulated other comprehensive income 556 129
Unallocated common shares held by the Employee Stock Ownership Plan (6,424 ) (6,606 )
Total shareholders' equity 166,464 164,901
Total liabilities and shareholders' equity 1,335,938 $ 1,280,335

All values are in US Dollars.

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

ECB Bancorp, Inc. and Subsidiary

Consolidated Statements of Income

(unaudited)

(Dollars in thousands, except share data)

Three months ended Six months ended
June 30, June 30,
2024 2023 2024 2023
Interest and dividend income:
Interest and fees on loans $ 14,174 $ 12,122 $ 27,619 $ 23,049
Interest and dividends on securities 779 667 1,543 1,227
Interest on short term investments 1,433 862 2,917 1,437
Total interest and dividend income 16,386 13,651 32,079 25,713
Interest expense:
Interest on deposits 8,159 5,055 15,684 8,973
Interest on Federal Home Loan Bank advances 2,214 2,197 4,482 3,975
Total interest expense 10,373 7,252 20,166 12,948
Net interest and dividend income 6,013 6,399 11,913 12,765
Provision for credit losses 292 - 438 879
Net interest and dividend income after provision for credit losses 5,721 6,399 11,475 11,886
Noninterest income:
Customer service fees 143 130 284 251
Income from bank-owned life insurance 117 99 234 197
Net gain on sales of loans 19 5 54 5
Other income 10 6 22 17
Total noninterest income 289 240 594 470
Noninterest expense:
Salaries and employee benefits 3,130 2,823 6,441 5,709
Director compensation 209 119 416 240
Occupancy and equipment 263 248 538 452
Data processing 285 293 596 535
Computer software and licensing 75 71 160 128
Advertising and promotions 106 208 237 376
Professional fees 231 295 591 658
Federal Deposit Insurance Corporation deposit insurance 194 282 372 407
Other expense 454 372 824 702
Total noninterest expense 4,947 4,711 10,175 9,207
Income before income tax expense 1,063 1,928 1,894 3,149
Income tax expense 272 503 482 823
Net income $ 791 $ 1,425 $ 1,412 $ 2,326
Share data:
Weighted average shares outstanding, basic 8,265,579 8,490,128 8,282,677 8,485,610
Weighted average shares outstanding, diluted 8,342,516 8,490,128 8,358,818 8,485,610
Basic earnings per share $ 0.10 $ 0.17 $ 0.17 $ 0.27
Diluted earnings per share $ 0.09 $ 0.17 $ 0.17 $ 0.27

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

ECB Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

(unaudited)

(Dollars in thousands)

Three months ended Six months ended
June 30, June 30,
2024 2023 2024 2023
Net income $ 791 $ 1,425 $ 1,412 $ 2,326
Other comprehensive (loss) income, net of tax:
Net unrealized holding gain (loss) on securities available-for-sale — 11 (3 ) (1 )
Net change in fair value of cash flow hedges (26 ) — 430 —
Other comprehensive (loss) income, net of tax (26 ) 11 427 (1 )
Comprehensive income $ 765 $ 1,436 $ 1,839 $ 2,325

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

ECB Bancorp, Inc. and Subsidiary

Statements of Changes in Shareholders' Equity

(unaudited)

(in thousands except share data)

Three months ended
Shares of Common Stock Outstanding Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income Unallocated Common Stock Held by ESOP Total
Balance at March 31, 2023 9,175,247 $ 92 $ 89,335 $ 80,300 $ 237 $ (6,883 ) $ 163,081
Net income - - - 1,425 - - 1,425
Other comprehensive income, net of tax - - - - 11 - 11
ESOP shares committed to be released (9,150 shares) - - 20 - - 92 112
Balance at June 30, 2023 9,175,247 $ 92 $ 89,355 $ 81,725 $ 248 $ (6,791 ) $ 164,629
Balance at March 31, 2024 9,243,578 $ 92 $ 87,155 $ 84,475 $ 582 $ (6,515 ) $ 165,789
Net income - - - 791 - - 791
Other comprehensive loss, net of tax - - - - (26 ) - (26 )
ESOP shares committed to be released (9,125 shares) - - 22 - - 91 113
Shares repurchased under share repurchase plan (43,359 ) - (528 ) - - - (528 )
Stock-based compensation - - 325 - - - 325
Balance at June 30, 2024 9,200,219 $ 92 $ 86,974 $ 85,266 $ 556 $ (6,424 ) $ 166,464
Six months ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares of Common Stock Outstanding Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income Unallocated Common Stock Held by ESOP Total
Balance at December 31, 2022 9,175,247 $ 92 $ 89,286 $ 80,076 $ 249 $ (6,973 ) $ 162,730
Cumulative Effect Accounting Adjustment for ASU 2016-13 Adoption - - - (677 ) - - (677 )
Net income - - - 2,326 - - 2,326
Other comprehensive loss, net of tax - - - - (1 ) - (1 )
ESOP shares committed to be released (18,200 shares) - - 69 - - 182 251
Balance at June 30, 2023 9,175,247 $ 92 $ 89,355 $ 81,725 $ 248 $ (6,791 ) $ 164,629
Balance at December 31, 2023 9,291,810 $ 93 $ 87,431 $ 83,854 $ 129 $ (6,606 ) $ 164,901
Net income - - - 1,412 - - 1,412
Other comprehensive income, net of tax - - - - 427 - 427
ESOP shares committed to be released (18,250 shares) - - 50 - - 182 232
Shares repurchased under share repurchase plan (91,591 ) (1 ) (1,156 ) - - - (1,157 )
Stock-based compensation - - 649 - - - 649
Balance at June 30, 2024 9,200,219 $ 92 $ 86,974 $ 85,266 $ 556 $ (6,424 ) $ 166,464

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

ECB Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

Six Months Ended
June 30,
2024 2023
Cash flows from operating activities:
Net income $ 1,412 $ 2,326
Adjustments to reconcile net income to net cash provided by operating activities:
(Accretion) amortization of securities, net (3 ) 24
Provision for credit losses 438 879
Change in deferred loan costs/fees 179 2
Gain on sales of loans, net (54 ) (5 )
Proceeds from sales of loans 3,586 351
Loans originated for sale, net (4,156 ) (346 )
Depreciation and amortization expense 151 140
Increase in accrued interest receivable (445 ) (406 )
(Decrease) increase in accrued interest payable (160 ) 1,146
Increase in bank-owned life insurance (234 ) (197 )
Deferred income tax benefit (5 ) (49 )
ESOP expense 232 251
Stock-based compensation expense 649 —
Increase in other assets (90 ) (1,321 )
(Decrease) increase in other liabilities (543 ) 593
Net cash provided by operating activities 957 3,388
Cash flows from investing activities:
Purchases of held-to-maturity securities (8,874 ) (2,437 )
Proceeds from paydowns and maturities of held-to-maturity securities 5,398 2,742
Proceed from payments and maturities of available-for-sale securities 5,000 —
Purchase of interest-bearing time deposits — 300
Purchase of Federal Home Loan Bank Stock (536 ) (3,204 )
Redemption of Federal Home Loan Bank Stock 828 605
Loan originations and principal collections, net (58,088 ) (105,080 )
Purchase of loans (5,625 ) (7,217 )
Capital expenditures (60 ) (99 )
Net cash used in investing activities (61,957 ) (114,390 )
Cash flows from financing activities:
Net decrease in demand deposits, interest bearing checking, savings and money market accounts (1,527 ) (20,160 )
Net increase in time deposits 66,090 88,978
Proceeds from long-term Federal Home Loan Bank advances 10,000 135,000
Repayments of long-term Federal Home Loan Bank advances (45,000 ) (20,000 )
Net change in short-term Federal Home Loan Bank advances 25,000 (55,000 )
Payments for shares repurchased under share repurchase plan (1,157 ) —
Net cash provided by financing activities 53,406 128,818
Net (decrease) increase in cash and cash equivalents (7,594 ) 17,816
Cash and cash equivalents at beginning of year 119,036 62,050
Cash and cash equivalents at end of period $ 111,442 $ 79,866
Supplemental disclosures:
Interest paid $ 20,006 $ 11,802
Income taxes paid 727 1,524
Effect of the adoption of ASU 2016-13
Allowance for credit losses — 182
Deferred income taxes — 266
Other liabilities — 761

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

ECB Bancorp, Inc. and Subsidiary

Form 10-Q

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 - CONVERSION

Effective July 27, 2022, Everett Co-operative Bank (the "Bank") completed its conversion to a Massachusetts stock co-operative bank and became the wholly owned subsidiary of ECB Bancorp, Inc. (the “Company”). As part of the Bank’s conversion, the Company completed its initial public offering in which it sold 8,915,247 shares of common stock at a per share price of $10.00 for gross offering proceeds of $89.2 million. Additionally, the Company contributed 260,000 shares and $600,000 in cash to the Everett Co-operative Bank Charitable Foundation (the “Foundation”).

Pursuant to regulation, as part of the conversion, the Bank has established a Liquidation Account in an amount equal to the net worth of the Bank as of the date of the latest consolidated statement of financial condition contained in the final prospectus distributed in connection with the Company’s stock offering. The Liquidation Account will be maintained by the Bank for the benefit of the eligible account holders who continue to maintain deposit accounts with the Bank. Each eligible account holder shall, with respect to each deposit account, hold a related inchoate interest in a portion of the Liquidation Account balance, in relation to each deposit account balance at the eligibility record date, or to such balance as it may be subsequently reduced, as hereinafter provided. The initial Liquidation Account balance shall not be increased, and shall be subject to downward adjustment to the extent of any downward adjustment of any subaccount balance of any eligible account holder in accordance with the regulations of the Division of Banks of the Commonwealth of Massachusetts.

In the unlikely event of a complete liquidation of the Bank (and only in such event), following all liquidation payments to creditors (including those to depositors to the extent of their deposit accounts) each eligible account holder shall be entitled to receive a liquidating distribution from the Liquidation Account, in the amount of the then-adjusted subaccount balances for his or her deposit accounts then held, before any liquidating distribution may be made to any holder of the Bank’s capital stock.

The Bank may not declare or pay a cash dividend on its outstanding capital stock if the effect thereof would cause its regulatory capital to be reduced below the amount required to maintain the Liquidation Account and under FDIC rules and regulations.

NOTE 2 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of ECB Bancorp, Inc. have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements of ECB Bancorp, Inc. (referred to herein as "the Company," “we,” “us,” or “our”) include the balances and results of operations of the Company and the Bank, its wholly-owned subsidiary, as well as First Everett Securities Corporation, a wholly-owned subsidiary of the Bank. Intercompany transactions and balances are eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of June 30, 2024 and the results of operations and cash flows for the interim periods ended June 30, 2024 and 2023. All interim amounts have not been audited, and the results of operations for the interim periods herein are not necessarily indicative of the results of operations to be expected for the fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 and accompanying notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act of 2012 and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates. As such, the Company will adopt standards on the nonpublic company effective dates until such time that we no longer qualify as an EGC.

Certain previously reported amounts have been reclassified to conform to the current period’s presentation.

RECENT ACCOUNTING STANDARDS

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation. ASU 2023-09 also requires entities to provide additional information for reconciling items that meet a quantitative threshold. As an emerging growth company, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025 with early adoption permitted. ASU 2023-09 is not expected to have a significant impact on the company's consolidated financial statements.

NOTE 3 – INVESTMENTS IN SECURITIES

Held to Maturity Securities

Investments in securities have been classified in the consolidated balance sheets according to management’s intent. The following tables summarize the amortized cost, allowance for credit losses, and fair value of securities and their corresponding amounts of unrealized gains and losses of held to maturity securities at the dates indicated:

Gross Gross Allowance
Amortized Unrealized Unrealized for Credit Fair
Held-to-maturity: Cost Gains Losses Losses Value
(in thousands)
June 30, 2024
Debt securities issued by U.S. government-sponsored enterprises $ 10,234 $ — $ (305 ) $ — $ 9,929
Agency mortgage-backed securities 46,922 2 (5,505 ) — 41,419
Corporate bonds 17,902 134 (735 ) — 17,301
U.S. Treasury securities 5,400 — (2 ) — 5,398
Total held-to-maturity securities $ 80,458 $ 136 $ (6,547 ) $ — $ 74,047
December 31, 2023
Debt securities issued by U.S. government-sponsored enterprises $ 10,225 $ — $ (381 ) $ — $ 9,844
Agency mortgage-backed securities 49,445 36 (5,235 ) — 44,246
Corporate bonds 14,408 — (779 ) — 13,629
U.S. Treasury securities 2,901 — (30 ) — 2,871
Total held-to-maturity securities $ 76,979 $ 36 $ (6,425 ) $ — $ 70,590

The Company measures expected credit losses on held to maturity securities on a collective basis by major security type. Management classifies the held-to maturity portfolio into the following major security types: U.S. Government Sponsored Enterprises, U.S. Treasury, Agency Mortgage-Backed Securities, and Corporate Bonds.

Substantially all held to maturity securities held by the Company are guaranteed by the U.S. federal government or other government sponsored agencies and have a long history of no credit losses. As a result, management has determined these securities to have a zero loss expectation and therefore the Company did not record a provision for estimated credit losses on any held to maturity securities during the three and six months ended June 30, 2024 and 2023. The Company's investments in corporate bonds are deemed “investment grade” and (a) the Company does not intend to sell these securities before recovery and (b) it is more likely than not that the Company will not be required to sell these securities before recovery. The Company does not expect to suffer a credit loss as of June 30, 2024 and December 31, 2023. Excluded from the table above is accrued interest on held to maturity securities of $393,000 and $310,000 at June 30, 2024 and December 31, 2023, respectively, which is included within accrued interest receivable in the Consolidated Balance Sheets. Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities for the three and six months ended June 30, 2024 and 2023. No securities held by the Company were delinquent on contractual payments at June 30, 2024 and December 31, 2023, nor were any securities placed on non-accrual status for the three and six months ended June 30, 2024 and 2023.

The actual maturities of certain held-to-maturity securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. A schedule of the contractual maturities of held-to-maturity securities as of June 30, 2024 is presented below:

Held-to-maturity
Amortized Fair
Cost Value
Within 1 year $ 8,582 $ 8,536
After 1 year through 5 years 26,317 25,382
After 5 years through 10 years 6,380 6,303
After 10 years 39,179 33,826
Total $ 80,458 $ 74,047

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Available-for-Sale Securities

The Company had no available-for-sale securities at June 30, 2024. The following tables summarize the amortized cost, allowance for credit losses, and fair value of securities and their corresponding amounts of unrealized gains and losses of available-for-sale securities at December 31, 2023:

Gross Gross Allowance
Amortized Unrealized Unrealized for Credit Fair
Available-for-sale Cost Gains Losses Losses Value
(in thousands)
December 31, 2023
Debt securities
Corporate bonds $ 5,000 $ 4 $ (1 ) $ — $ 5,003
Total available-for-sale securities $ 5,000 $ 4 $ (1 ) $ — $ 5,003

The Company's available-for-sale securities are carried at fair value. For available-for-sale securities in an unrealized loss position, management will first evaluate whether there is intent to sell, or if it is more likely than not that the Company will be required to sell a security prior to anticipated recovery of its amortized cost basis. If either of these criteria are met, the Company will record a write-down of the security's amortized cost basis to fair value through income. For those available-for-sale securities which do not meet the intent or requirement to sell criteria, management will evaluate whether the decline in fair value is a result of credit related matters or other factors. In performing this assessment, Management considers the creditworthiness of the issuer including whether the security is guaranteed by the U.S. Federal Government or other government agency, the extent to which fair value is less than amortized cost, and changes in credit rating during the period, among other factors. If this assessment indicates the existence of credit losses, the security will be written down to fair value, as determined by a discounted cash flow analysis. To the extent the estimated cash flows do not support the amortized cost, the deficiency is considered to be due to credit loss and is recognized in earnings. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the uncollectibility of a security is confirmed, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met.

The Company did not record a provision for estimated credit losses on any available-for-sale securities for the three and six months ended June 30, 2024 and 2023. Excluded from the table above is accrued interest on available-for-sale securities of $58,000 at December 31, 2023, which is included within accrued interest receivable in the Consolidated Balance Sheets. Additionally, the Company did not record any write-offs of accrued interest income on available-for-sale securities for the three and six months ended June 30, 2024 and 2023. No securities held by the Company were delinquent on contractual payments at December 31, 2023, nor were any securities placed on non-accrual status for the three and six months ended June 30, 2023.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. There were no sales of securities during the three and six months ended June 30, 2024 and 2023.

Held to Maturity and Available-for-Sale Securities

The aggregate fair value and unrealized losses of securities that have been in a continuous unrealized loss position for less than twelve months and for twelve months or more, and have no allowance for credit losses, are as follows as of June 30, 2024 and December 31, 2023:

9

Less than 12 Months 12 Months or Longer Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
(in thousands)
June 30, 2024
Held to Maturity:
Debt securities issued by U.S. government-sponsored enterprises $ - $ - $ 9,929 $ (305 ) $ 9,929 $ (305 )
Agency mortgage-backed securities 5,154 (46 ) 36,141 (5,460 ) 41,295 (5,505 )
Corporate bonds - - 10,823 (734 ) 10,823 (735 )
U.S. Treasury securities 5,398 (2 ) - - 5,398 (2 )
Total temporarily impaired securities $ 10,552 $ (48 ) $ 56,893 $ (6,499 ) $ 67,445 $ (6,547 )
December 31, 2023
Held to Maturity:
Debt securities issued by U.S. government-sponsored enterprises $ 2,740 $ (7 ) $ 7,104 $ (374 ) $ 9,844 $ (381 )
Agency mortgage-backed securities - - 38,717 (5,235 ) 38,717 (5,235 )
Corporate bonds 2,821 (11 ) 10,808 (768 ) 13,629 (779 )
U.S. Treasury securities - - 2,871 (30 ) 2,871 (30 )
Total temporarily impaired securities $ 5,561 $ (18 ) $ 59,500 $ (6,407 ) $ 65,061 $ (6,425 )
Available for Sale:
Corporate bonds $ 2,500 $ (1 ) $ - $ - $ 2,500 $ (1 )
Total temporarily impaired securities $ 2,500 $ (1 ) $ - $ - $ 2,500 $ (1 )

Management evaluates securities for expected credit losses at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

At June 30, 2024, four debt securities issued by U.S. government-sponsored enterprises, 50 mortgage-backed securities, seven corporate bonds and three U.S. treasury securities had unrealized losses with aggregate depreciation of 3.0%, 11.8%, 6.4% and 0.1%, respectively, from the Company’s amortized cost basis. These unrealized losses relate to changes in market interest rates since acquiring the securities. As management has the intent and ability to hold debt securities until maturity or cost recovery, no allowance for credit losses on securities is deemed necessary as of June 30, 2024.

The carrying value of securities pledged to secure advances from the Federal Home Loan Bank of Boston (“FHLBB”) was $57.2 million and $62.6 million as of June 30, 2024 and December 31, 2023, respectively.

The carrying value of securities pledged to secure advances from the Federal Reserve Bank (“FRB”) was $16.0 million and $0 million as of June 30, 2024 and December 31, 2023, respectively.

NOTE 4 – LOANS, ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

Loans

Loans that the Company has the intent and ability to hold until maturity or payoff are carried at amortized cost (net of the allowance for credit losses). Amortized cost is the principal amount outstanding, adjusted by partial charge-offs and net of deferred loan origination costs and fees. For originated loans, loan fees and certain direct origination costs are deferred and amortized into interest income over the contractual life of the loan using the level-yield method. When a loan is paid off, the unamortized portion is recognized in interest income. Interest income on loans is accrued based upon the daily principal amount outstanding except for loans on nonaccrual status. As a general rule, loans more than 90 days past due with respect to principal or interest, or sooner if management considers such action to be prudent, are classified as nonaccrual loans. However, loans that are more than 90 days past due may be kept on an accruing status if the loan is well secured and in the process of collection. Income accruals are suspended on all nonaccrual

10

loans in a timely manner and all previously accrued and uncollected interest is reversed against current income. A loan can be returned to accrual status when collectibility of principal and interest is reasonably assured and the loan has performed for a period of time, generally six months. When doubt exists as to the collectability of a loan, any payments received are applied to reduce the amortized cost of the loan to the extent necessary to eliminate such doubt. For all loan portfolios, a charge-off occurs when the Company determines that a specific loan, or portion thereof, is uncollectible. This determination is made based on management's review of specific facts and circumstances of the individual loan, including the expected cash flows to repay the loan, the value of the collateral and the ability and willingness of any guarantors to perform.

Allowance for Credit Losses - Loans Held for Investment

The allowance for credit losses is established based upon the Company's current estimate of expected lifetime credit losses on loans measured at amortized cost. 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. Subsequent recoveries, if any, are credited to the allowance. Under the current expected credit loss (CECL) methodology, the Company estimates credit losses for financial assets on a collective basis for loans sharing similar risk characteristics. The Company has elected to segment its loans based on Federal Call codes used for reporting loans to the Federal Deposit Insurance Corporation as part of the Call Report process. These segments are collectively evaluated for expected credit losses using a quantitative Discounted Cash Flow ("DCF") model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The Company has elected to use this approach because DCF models allow for effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner and peer data is available for certain inputs such as the probability of default and the loss given default. The quantitative model utilizes a loss factor based approach to estimate expected credit losses, which are derived from internal historical and industry peer loss experience. The model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period, beyond which is a reversion to the historical long-run average using the straight-line reversion method. Management periodically evaluates a reasonable and supportable period and a reversion period to be appropriate for purposes of estimating expected credit losses. The qualitative risk factors impacting the expected risk of loss within the portfolio include the following:

  • Lending policies and procedures
  • Economic and business conditions
  • Nature and volume of loans
  • Changes in management
  • Changes in credit quality
  • Changes in loan review system
  • Changes to underlying collateral values
  • Concentrations of credit risk
  • Other external factors

Loans that do not 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 will be individually assessed, the Company will use either a DCF approach or a fair value of collateral approach. The latter approach will be used for loans deemed to be collateral dependent or when foreclosure is probable. Accrued interest receivable amounts are excluded from balances of loans held at amortized cost and are included within accrued interest receivable in the consolidated balance sheets. Management has elected not to measure an allowance for credit losses on these amounts as the Company employs a timely write-off policy. Consistent with the Company's policy for nonaccrual loans, accrued interest receivable is typically written off when loans reach 90 days past due and are placed on nonaccrual status.

In the ordinary course of business, the Company enters into commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. The credit risk associated with these commitments is evaluated in a manner similar to the allowance for credit losses with an additional assumption of probability of funding. The reserve for unfunded lending commitments is included in other liabilities in the consolidated balance sheets.

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Loans consisted of the following as of the dates indicated:

At June 30, At December 31,
2024 2023
Amount Percent Amount Percent
(Dollars in thousands)
Real estate loans:
One-to-four family residential $ 418,271 37.6 % $ 410,131 39.1 %
Multi-family 316,170 28.4 % 287,361 27.4 %
Commercial 210,948 19.0 % 196,365 18.7 %
Home equity lines of credit and loans 38,017 3.4 % 33,357 3.2 %
Construction 114,583 10.3 % 112,000 10.7 %
Other loans:
Commercial 14,184 1.3 % 9,219 0.9 %
Consumer 143 0.0 % 173 0.0 %
Total loans, gross 1,112,316 100.0 % 1,048,606 100.0 %
Less:
Net deferred loan fees (405 ) (226 )
Allowance for credit losses (9,025 ) (8,591 )
Total loans, net $ 1,102,886 $ 1,039,789

The carrying value of loans pledged to secure advances from the FHLBB were $670.9 million and $553.0 million as of June 30, 2024 and December 31, 2023, respectively.

The following tables set forth information regarding the allowance for credit losses on loans as of and for the three and six months ended June 30, 2024 and 2023:

For the three months ended June 30, 2024
(in thousands)
Beginning <br>Balance Charge-offs Recoveries Provision (benefit) Ending <br>Balance(1)
Real estate loans:
One-to-four family residential $ 3,511 $ - $ - $ 93 $ 3,604
Multi-family 1,283 - - 21 1,304
Commercial 1,672 - - 68 1,740
Home equity lines of credit and loans 319 - - 44 363
Construction 1,681 - - 133 1,814
Other loans:
Commercial 203 - - (4 ) 199
Consumer 1 (3 ) - 3 1
Total $ 8,670 $ (3 ) $ - $ 358 $ 9,025
For the six months ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Beginning <br>Balance Charge-offs Recoveries Provision Ending <br>Balance(1)
Real estate loans:
One-to-four family residential $ 3,555 $ - $ - $ 49 $ 3,604
Multi-family 1,190 - - 114 1,304
Commercial 1,636 - - 104 1,740
Home equity lines of credit and loans 321 - - 42 363
Construction 1,757 - - 57 1,814
Other loans: -
Commercial 131 - - 68 199
Consumer 1 (3 ) - 3 1
Total $ 8,591 $ (3 ) $ - $ 437 $ 9,025

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For the three months ended June 30, 2023
(in thousands)
Beginning <br>Balance Charge-offs Recoveries Provision Ending <br>Balance(1)
Real estate loans:
One-to-four family residential $ 1,961 $ - $ - $ 19 $ 1,980
Multi-family 2,075 - - 75 2,150
Commercial 2,330 - - 18 2,348
Home equity lines of credit and loans 186 - - 17 203
Construction 1,491 - - 79 1,570
Other loans:
Commercial 213 - - 5 218
Consumer 1 - - - 1
Total $ 8,257 $ - $ - 213 $ 8,470
For the six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Beginning <br>Balance Cumulative effect accounting adjustment(2) Charge-offs Recoveries Provision Ending <br>Balance(1)
Real estate loans:
One-to-four family residential $ 1,703 $ 130 $ - $ - $ 147 $ 1,980
Multi-family 1,839 77 - - 234 2,150
Commercial 1,797 145 - - 406 2,348
Home equity lines of credit and loans 194 (20 ) - - 29 203
Construction 1,286 136 - - 148 1,570
Other loans:
Commercial 60 34 - - 124 218
Consumer 1 - - - - 1
Unallocated 320 (320 ) - - - -
Total $ 7,200 $ 182 $ - $ - $ 1,088 $ 8,470

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $3.6 million and $2.7 million as of June 30, 2024 and June 30, 2023.

(2) Represents an adjustment needed to reflect the cumulative day one impact pursuant to the Company's adoption of Accounting Standards Update 2016-13. The adjustment for the six months ended June 30, 2023 represents a $182,000 increase to the allowance for credit losses attributable to the change in accounting methodology for estimating the allowance for credit losses on loans resulting from the Company's adoption of the standard.

The following tables show the age analysis of past due loans as of the dates indicated:

30–59 Days 60–89 Days 90 Days<br>or More Total<br>Past Due Total<br>Current Total<br>Loans 90 days <br>or more and accruing Loans on Non-accrual
(in thousands)
As of June 30, 2024
Real estate loans:
One-to-four family residential $ 2,178 $ — $ — $ 2,178 $ 416,093 $ 418,271 $ — $ 1,174
Multi-family — — — — 316,170 316,170 — —
Commercial — — — — 210,948 210,948 — —
Home equity lines of credit and loans 449 12 — 461 37,556 38,017 — 20
Construction — — — — 114,583 114,583 — —
Other loans:
Commercial — — — — 14,184 14,184 — —
Consumer — — 3 3 140 143 — 3
$ 2,627 $ 12 $ 3 $ 2,642 $ 1,109,674 $ 1,112,316 $ — $ 1,197

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30–59 Days 60–89 Days 90 Days<br>or More Total<br>Past Due Total<br>Current Total<br>Loans 90 days <br>or more and accruing Loans on Non-accrual
(in thousands)
As of December 31, 2023
Real estate loans:
One-to-four family residential $ 722 $ 225 $ 809 $ 1,756 $ 408,375 $ 410,131 $ — $ 1,191
Multi-family — — — — 287,361 287,361 — —
Commercial — — — — 196,365 196,365 — —
Home equity lines of credit and loans 360 — 8 368 32,989 33,357 — 22
Construction — — — — 112,000 112,000 — —
Other loans:
Commercial — — — — 9,219 9,219 — —
Consumer 1 — — 1 172 173 — —
$ 1,083 $ 225 $ 817 $ 2,125 $ 1,046,481 $ 1,048,606 $ — $ 1,213

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During the three months ended June 30, 2024 and 2023, interest income recognized on nonaccrual loans amounted to $17,000 and $14,000, respectively. During the six months ended June 30, 2024 and 2023, interest income recognized on nonaccrual loans amounted to $35,000 and $14,000, respectively. The following tables show information regarding nonaccrual loans as of the dates indicated:

As of June 30, 2024
With an Allowance for Credit Losses Without an Allowance for Credit Losses Total
(in thousands)
Real estate loans:
One-to-four family residential $ — $ 1,174 $ 1,174
Home equity lines of credit and loans — 20 20
Consumer — 3 3
Total nonaccrual loans $ — $ 1,197 $ 1,197
As of December 31, 2023
--- --- --- --- --- --- ---
With an Allowance for Credit Losses Without an Allowance for Credit Losses Total
(in thousands)
Real estate loans:
One-to-four family residential $ — $ 1,191 $ 1,191
Home equity lines of credit and loans — 22 22
Total nonaccrual loans $ — $ 1,213 $ 1,213

Credit Quality Information

During the second quarter of 2024, the Company expanded its internal loan risk rating system from a seven grade system to a ten grade system. The new loan rating system for multi-family and commercial real estate, construction, commercial loans and certain residential and home equity lines of credit is as follows:

Loans rated 1 – 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.

The rating system as of December 31, 2023 was as follows:

Loans rated 1 – 3: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 4: 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.

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Loans rated 5: 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 6: 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 7: Loans in this category are considered uncollectible (loss) and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial loans with aggregate potential outstanding balances of $500,000 or more, and all commercial real estate loans (including multi-family and construction loans as well as residential and home equity line of credit loans to commercial borrowers) with aggregate potential outstanding balances of $2.0 million or more. For loans that are not formally rated, the Company initially assesses credit quality based upon the borrower’s ability to pay and subsequently monitors these loans based on the borrower’s payment activity.

The following tables detail the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of June 30, 2024 and December 31, 2023:

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Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
2024 2023 2022 2021 2020 Prior
As of June 30, 2024 (in thousands)
One-to-four family residential
Pass $ 2,455 $ 10,326 $ 37,190 $ 15,328 $ 4,395 $ 12,423 $ — $ — $ 82,117
Special Mention — — — — 796 443 — — 1,239
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 15,893 48,023 86,757 71,230 50,255 62,757 — — 334,915
Total $ 18,348 $ 58,349 $ 123,947 $ 86,558 $ 55,446 $ 75,623 $ — $ — $ 418,271
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Multi-family
Pass $ 10,396 $ 48,687 $ 199,166 $ 36,370 $ 8,751 $ 8,954 $ 3,846 $ — $ 316,170
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — — — — — — — —
Total $ 10,396 $ 48,687 $ 199,166 $ 36,370 $ 8,751 $ 8,954 $ 3,846 $ — $ 316,170
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate
Pass $ 18,058 $ 39,467 $ 72,209 $ 26,003 $ 15,729 $ 33,145 $ 6,337 $ — 210,948
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — — — — — — — —
Total $ 18,058 $ 39,467 $ 72,209 $ 26,003 $ 15,729 $ 33,145 $ 6,337 $ — $ 210,948
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Home equity lines of credit and loans
Pass $ 200 $ 325 $ — $ — $ — $ — $ 5,857 $ — $ 6,382
Special Mention — — — — — 12 8 — 20
Substandard — — — — — — 99 — 99
Doubtful — — — — — — — — —
Loans not formally rated (1) 127 398 34 9 — 79 30,306 563 31,516
Total $ 327 $ 723 $ 34 $ 9 $ — $ 91 $ 36,270 $ 563 $ 38,017
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Construction
Pass $ 14,244 $ 38,477 $ 51,316 $ 4,328 $ — $ 2,988 $ — $ — $ 111,353
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 350 2,880 — — — — — — 3,230
Total $ 14,594 $ 41,357 $ 51,316 $ 4,328 $ — $ 2,988 $ — $ — $ 114,583
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

17

Commercial
Pass $ 4,500 $ 4,428 $ 2,917 $ 422 $ 25 $ 206 $ 1,686 $ — $ 14,184
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — — — — — — — —
Total $ 4,500 $ 4,428 $ 2,917 $ 422 $ 25 $ 206 $ 1,686 $ — $ 14,184
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer
Pass $ — $ — $ — $ — $ — $ — $ — $ — $ —
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — 19 33 43 — 10 38 — 143
Total $ — $ 19 $ 33 $ 43 $ — $ 10 $ 38 $ — $ 143
Current-period gross charge-offs $ 3 $ — $ — $ — $ — $ — $ — $ — $ 3

18

Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
2023 2022 2021 2020 2019 Prior
As of December 31, 2023 (in thousands)
One-to-four family residential
Pass $ 9,689 $ 36,662 $ 15,529 $ 4,476 $ 4,230 $ 9,224 $ — $ — $ 79,810
Special Mention — — — 809 — 451 — — 1,260
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 48,688 90,827 72,463 51,035 7,129 58,919 — — 329,061
Total $ 58,377 $ 127,489 $ 87,992 $ 56,320 $ 11,359 $ 68,594 $ — $ — $ 410,131
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Multi-family
Pass $ 45,188 $ 194,999 $ 26,820 $ 8,873 $ — $ 9,798 $ 1,683 $ — $ 287,361
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — — — — — — — —
Total $ 45,188 $ 194,999 $ 26,820 $ 8,873 $ — $ 9,798 $ 1,683 $ — $ 287,361
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate
Pass $ 43,639 $ 72,671 $ 24,138 $ 16,407 $ 4,054 $ 31,132 $ 4,324 $ — $ 196,365
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — — — — — — — —
Total $ 43,639 $ 72,671 $ 24,138 $ 16,407 $ 4,054 $ 31,132 $ 4,324 $ — $ 196,365
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Home equity lines of credit and loans
Pass $ 326 $ — $ — $ — $ — $ — $ 4,986 $ — $ 5,312
Special Mention — — — — — 14 8 — 22
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 410 36 12 — 65 22 26,970 508 28,023
Total $ 736 $ 36 $ 12 $ — $ 65 $ 36 $ 31,964 $ 508 $ 33,357
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Construction
Pass $ 33,707 $ 55,170 $ 17,228 $ — $ 786 $ 2,988 $ — $ — $ 109,879
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 2,121 — — — — — — — 2,121
Total $ 35,828 $ 55,170 $ 17,228 $ — $ 786 $ 2,988 $ — $ — $ 112,000
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

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Commercial
Pass $ 4,444 $ 3,349 $ 428 $ 35 $ 89 $ 154 $ 655 $ — $ 9,154
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) — — 65 — — — — — 65
Total $ 4,444 $ 3,349 $ 493 $ 35 $ 89 $ 154 $ 655 $ — $ 9,219
Current-period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer
Pass $ — $ — $ — $ — $ — $ — $ — $ — $ —
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loans not formally rated (1) 31 38 45 — — 13 46 — 173
Total $ 31 $ 38 $ 45 $ — $ — $ 13 $ 46 $ — $ 173
Current-period gross charge-offs $ 2 $ — $ — $ — $ — $ — $ — $ — $ 2

(1) Non-accrual loans that were not formally rated amounted to $3,000 as of June 30, 2024 . All loans not formally rated were accruing as of December 31, 2023.

At June 30, 2024 and December 31, 2023, the Company had no consumer mortgage loans secured by residential real estate property in the process of foreclosure.

For the three and six months ended June 30, 2024 and 2023, the Company did not provide loan restructurings involving borrowers that are experiencing financial difficulty.

NOTE 5 – EMPLOYEE BENEFITS

401(k) Plan

The Company has adopted a savings plan which qualifies under Section 401(k) of the Internal Revenue Code and provides for voluntary contributions by participating employees ranging from 1% to 75% of their compensation, subject to certain limitations based on federal tax laws. The Company makes matching contributions equal to 100% of each employee’s voluntary contributions, up to 7% of the employee’s compensation, as defined.

Total expense related to the 401(k) plan for the three and six months ended June 30, 2024 amounted to $120,000 and $243,000, respectively. Total expense related to the 401(k) plan for the three and six months ended June 30, 2023 amounted to $116,000 and $231,000, respectively.

Employee Incentive Plan

The Company provides an employee incentive plan which is approved annually by the Board of Directors, based on various factors. The employee incentive plan expense for the three and six months ended June 30, 2024 amounted to $333,000 and $687,000, respectively. The employee incentive plan expense for the three and six months ended June 30, 2023 amounted to $360,000 and $714,000, respectively.

Supplemental Executive Retirement Plan (SERP)

The Company formed a SERP for certain executive officers. The SERP provides nonfunded retirement benefits designed to supplement benefits available through the Bank’s other retirement plans for employees.

The liability for the SERP amounted to $1,078,000 and $1,106,000 as of June 30, 2024 and December 31, 2023, respectively. The expense for the three and six months ended June 30, 2024 amounted to $12,000 and $25,000, respectively. The benefit for the three and six months ended June 30, 2023 amounted to $20,000 and $39,000, respectively.

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Director Fee Continuation Plan (DFCP)

Effective January 1, 2017, the Company established a Director Fee Continuation Plan which provides supplemental retirement benefits for directors. Under the DFCP, individuals who are directors as of the effective date of the DFCP are 100% vested in their benefits. Individuals who become directors after the effective date shall be fully vested in their accounts after having served on the Board of Directors for twelve years. The expense for the three and six months ended June 30, 2024 amounted to $28,000 and $56,000, respectively. The expense for the three and six months ended June 30, 2023 amounted to $22,000 and $44,000, respectively.

Supplemental Executive Retirement Agreement

On January 1, 2018, the Company entered into a supplemental executive retirement agreement with a named executive officer whereby the Company is obligated to provide post-retirement salary continuation benefits equal to 60% of the executive officer’s final average compensation, as defined. Benefits are 100% vested, commence upon retirement, and are payable based on a ten-year certain and life annuity. The liability amounted to $3,293,000 and $3,200,000 as of June 30, 2024 and December 31, 2023, respectively. The expense recognized for the three and six months ended June 30, 2024 amounted to $47,000 and $93,000, respectively. The expense recognized for the three and six months ended June 30, 2023 amounted to $30,000 and $59,000, respectively.

Executive Deferred Compensation Plans

In 2021 and 2023, the Company entered into deferred compensation plans with two named executive officers that allow the Company to make contributions to an account for the executive officers each year, as of January 1, based on the prior year’s performance and the Company's intent is that the contribution equal 10% of the executive officers' salaries and bonuses. The Company may make other contributions to the deferred compensation plans, at its discretion, at other times during the year. The expense recognized under the deferred compensation plans for the three and six months ended June 30, 2024 amounted to $23,000 and $47,000, respectively. The expense recognized under the deferred compensation plans for the three and six months ended June 30, 2023 amounted to $11,000 and $22,000, respectively.

Deferred Compensation Plan for Directors

The Company maintains the Everett Co-operative Bank Deferred Compensation Plan for Directors (the “Director Deferred Compensation Plan”) to allow for certain tax planning opportunities and additional retirement income for directors of the Company. All non-employee directors are eligible to participate in the Director Deferred Compensation Plan. Under the Director Deferred Compensation Plan, directors may elect to defer the receipt of up to 100% of their director fees. Participants are always 100% vested in their deferred fees and any interest credited to those deferrals. Earnings are credited to a participant’s deferrals each year and are indexed to the highest certificate of deposit rate offered by the Bank on January 1st of each year. The liability for the Director Deferred Compensation Plan amounted to $701,000 and $698,000 as of June 30, 2024 and December 31, 2023, respectively.

Employment and Change in Control Agreements

The Company entered into Change in Control agreements with certain executive officers, which provide severance payments in the event of the executive’s involuntary or constructive termination of employment, including upon a termination following a change in control as defined in the agreements.

Survivor Benefit Plan

The Company entered into Survivor Benefit Plan Participation Agreements with a group of employees whereby the Company is obligated to provide up to two years of recognized compensation, as defined, to the beneficiary if the participant dies while employed by the Company. There was no expense recorded during the three and six months ended June 30, 2024 and 2023.

Employee Stock Ownership Plan

As part of the Initial Public Offering ("IPO") completed on July 27, 2022, the Bank established a tax-qualified Employee Stock Ownership Plan ("ESOP") to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $7.3 million from the Company to purchase 734,020 common shares during the IPO. The loan is payable in annual installments over 20 years at an interest rate of 4.75%. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on

21

the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan.

The Company accounts for its ESOP in accordance with FASB ASC 718-40, Compensation – Stock Compensation. Under this guidance, unreleased shares are deducted from shareholders’ equity as unallocated common shares held by the ESOP in the accompanying consolidated balance sheets. The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to shareholders' equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability in the Company’s consolidated balance sheets.

Total compensation expense recognized in connection with the ESOP was $113,000 and $232,000 for the three and six months ended June 30, 2024, respectively. Total compensation expense recognized in connection with the ESOP was $112,000 and $251,000 for the three and six months ended June 30, 2023, respectively. The following table presents share information held by the ESOP:

As of June 30, 2024 As of December 31, 2023
(Dollars in thousands)
Allocated shares 70,438 72,017
Shares committed to be released 18,250 -
Unallocated shares 642,368 660,618
Total shares 731,056 732,635
Fair value of unallocated shares $ 8,017 $ 8,297

NOTE 6 - STOCK-BASED COMPENSATION

On September 7, 2023, the Company adopted the ECB Bancorp, Inc. 2023 Equity Incentive Plan ("2023 Equity Plan”). The 2023 Equity Plan provides 1,248,133 shares of common stock for equity based compensation awards including restricted stock awards, restricted stock units, stock options, and incentive stock options.

The Company did not grant any stock options during the three and six months ended June 30, 2024 and 2023. There were no stock options exercised, vested, forfeited or expired during the three and six months ended June 30, 2024 and 2023.

The Company did not grant any restricted stock awards during the three and six months ended June 30, 2024 and 2023. There were no restricted stock awards vested or forfeited during the three and six months ended June 30, 2024 and 2023. The following table represents the compensation expense and income tax benefits recognized for stock options and restricted stock awards for the periods indicated:

Three months ended Six months ended
June 30, 2024
(in thousands)
Stock-based compensation expense
Stock options $ 165 $ 329
Restricted stock awards 160 320
Total stock-based compensation expense $ 325 $ 649
Related tax benefits recognized in earnings $ 71 $ 140

There was no stock-based compensation expense or related income tax benefits recognized for the three and six months ended June 30, 2023.

The following table sets forth the total compensation cost related to non-vested awards not yet recognized and the weighted average period (in years) over which it is expected to be recognized as of the periods indicated:

22

June 30, 2024 December 31, 2023
Amount Weighted average period Amount Weighted average period
(Dollars in thousands)
Stock options $ 2,833 4.30 $ 3,162 4.80
Restricted stock awards 2,761 4.30 3,081 4.80
Total $ 5,594 $ 6,243

NOTE 7 - FAIR VALUE MEASUREMENTS

ASC 820-10, Fair Value Measurement – Overall, provides a framework for measuring fair value under U.S. GAAP. This guidance also allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis.

In accordance with ASC 820-10, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

Level 3 – Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

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 of the Company’s financial assets and financial liabilities carried at fair value for June 30, 2024 and December 31, 2023.

The Company’s investment in debt instruments available for sale are generally classified within Level 2 of the fair value hierarchy. For those securities, the Bank obtains fair value measurements from independent pricing services. The fair value measurements consider observable data that considers standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

The fair value of loans held for sale was estimated based on quoted market prices and when not available, comparable market value or discounted cash flow analysis may be utilized. These assets were classified as Level 2 given the use of observable inputs.

The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs including interest rate curves. The inputs used to value the Company’s interest rate swaps fall within Level 2 of the fair value hierarchy and as a result, the interest rate swaps were categorized as Level 2 within the fair value hierarchy.

The Company’s individually assessed collateral dependent loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using appraisals obtained from a third party, and are adjusted for selling costs. These appraised values may be discounted based on management’s historical knowledge, expertise, or changes in the market conditions from time of valuation. For Level 3 inputs, fair values are based upon management’s estimates of the value of the underlying collateral or the present value of the expected cash flows.

23

As of June 30, 2024 and December 31, 2023, the following summarizes assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements at Reporting Date Using
Total Quoted Prices Significant Significant
in Active Other Unobservable
Markets for Observable Inputs
Identical Assets Inputs Level 3
Level 1 Level 2
(in thousands)
June 30, 2024
Assets:
Derivative instruments $ 777 $ — $ 777 $ —
Loans held for sale 624 — 624 —
Total assets measured on a recurring basis $ 1,401 $ — $ 1,401 $ —
Liabilities:
Derivative instruments $ 179 $ — $ 179 $ —
Total liabilities measured on a recurring basis $ 179 $ — $ 179 $ —
December 31, 2023
Assets:
Available-for-sale securities
Corporate bonds $ 5,003 $ — $ 5,003 $ —
Total assets measured on a recurring basis $ 5,003 $ — $ 5,003 $ —

Under certain circumstances, the Company makes adjustments to its assets and liabilities although they are not measured at fair value on an ongoing basis.

As of June 30, 2024 and December 31, 2023, the Bank had no assets or liabilities for which a nonrecurring change in fair value had been recorded.

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, 2024 and December 31, 2023, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.

The following table represents the fair value of financial instruments that are not measured at fair value at June 30, 2024 and December 31, 2023.

24

June 30, 2024
Carrying Fair
Amount Value Level 1 Level 2 Level 3
(in thousands)
Financial assets:
Cash and cash equivalents $ 111,442 $ 111,442 $ 111,442 $ - $ -
Held-to-maturity securities 80,458 74,047 - 74,047 -
Federal Home Loan Bank stock 9,600 9,600 - 9,600 -
Loans, net 1,102,886 1,014,170 - - 1,014,170
Accrued interest receivable 4,211 4,211 4,211 - -
Financial liabilities:
Deposits, other than certificates of deposit $ 368,184 $ 368,184 $ - $ 368,184 $ -
Certificates of deposit 564,593 560,485 - 560,485 -
Federal Home Loan Bank advances 224,000 220,922 - 220,922 -
Accrued interest payable 2,351 2,351 2,351 - -
December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
Carrying Fair
Amount Value Level 1 Level 2 Level 3
(in thousands)
Financial assets:
Cash and cash equivalents $ 119,036 $ 119,036 $ 119,036 $ - $ -
Held-to-maturity securities 76,979 70,590 - 70,590 -
Federal Home Loan Bank stock 9,892 9,892 - 9,892 -
Loans, net 1,039,789 952,867 - - 952,867
Accrued interest receivable 3,766 3,766 3,766 - -
Financial liabilities:
Deposits, other than certificates of deposit $ 369,711 $ 369,711 $ - $ 369,711 $ -
Certificates of deposit 498,503 495,551 - 495,551 -
Federal Home Loan Bank advances 234,000 233,878 - 233,878 -
Accrued interest payable 2,191 2,191 2,191 - -

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but usually includes income producing commercial properties or residential real estate.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company’s outstanding letters of credit generally have a term of less than one year. If a letter of credit is drawn upon, the Company may seek recourse through the customer’s underlying line of credit. If the customer’s line of credit is also in default, the Company may take possession of the collateral, if any, securing the line of credit.

25

Amounts of financial instruments whose contract amounts represent off-balance sheet credit risk are as follows as of June 30, 2024 and December 31, 2023:

June 30, 2024 December 31, 2023
(in thousands)
Commitments to originate loans $ 34,251 $ 22,701
Commitments to purchase loans - 415
Unadvanced funds on lines of credit 76,730 78,378
Unadvanced funds on construction loans 49,763 53,013
Letters of credit 50 -
$ 160,794 $ 154,507

The Bank accrues for credit losses related to off-balance sheet financial instruments. Potential losses on off-balance sheet loan commitments are estimated using the same risk factors used to determine the allowance for credit losses, adjusted for the likelihood that funding will occur. The allowance for off-balance sheet commitments is recorded within other liabilities on the consolidated balance sheets and amounted to $757,000 and $756,000 as of June 30, 2024 and December 31, 2023, respectively. For the three months ended June 30, 2024, a benefit of $67,000 was recorded to reflect a reduction in allowance for off-balance sheet commitments. For the six months ended June 30, 2024, provision expense of $1,000 was recorded for off-balance sheet commitments. For the three and six months ended June 30, 2023, a benefit was recorded for off-balance sheet commitments for $213,000 and $209,000, respectively. The provision and benefit for off-balance sheet commitments are recorded with provision for credit losses on the consolidated statements of income.

NOTE 9 – OTHER COMPREHENSIVE (LOSS) INCOME

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the shareholders' equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income.

The components of other comprehensive (loss) income and related tax effects are as follows for the three and six months ended June 30, 2024 and 2023:

Three months ended Six months ended
June 30, June 30,
2024 2023 2024 2023
(in thousands) (in thousands)
Unrealized gains (losses) on securities:
Net unrealized holding gains (losses) on available-for-sale securities $ — $ 15 $ (3 ) $ (1 )
Reclassification adjustment for realized gains in net income — — — —
Total — 15 (3 ) (1 )
Income tax expense — (4 ) — —
Net-of-tax amount — 11 (3 ) (1 )
Net change in fair value of cash flow hedges
Change in fair value of cash flow hedges $ 192 $ — $ 976 $ —
Reclassification adjustment for cash flow hedge gains into net income (227 ) — (378 ) —
Total (35 ) — 598 —
Income expense benefit (expense) 9 — (168 ) —
Net-of-tax amount (26 ) — 430 —
Other comprehensive (loss) income, net of tax $ (26 ) $ 11 $ 427 $ (1 )

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Accumulated other comprehensive income as of June 30, 2024 and December 31, 2023 consists of unrecognized benefit costs, net of taxes, unrealized holding gains on securities available for sale, net of tax, and fair value of cash flow hedges, net of tax as follows:

As of June 30, 2024 As of December 31, 2023
(in thousands)
Net unrealized holding gains on securities available-for-sale, net of tax $ — $ 3
Unrecognized SERP gain, net of tax 56 56
Unrecognized DFCP gain, net of tax 70 70
Fair value of cash flow hedges, net of tax 430 —
Accumulated other comprehensive income $ 556 $ 129

NOTE 10 – REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.

Management believes, as of June 30, 2024, that the Bank meets all capital adequacy requirements to which it is subject.

As of June 30, 2024, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the table as of the dates indicated:

Minimum For Capital Minimum To Be Well
Adequacy Purposes Capitalized Under
Plus Capital Prompt Corrective
Actual Conservation Buffer Action Provisions
Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)
As of June 30, 2024
Total Capital (to Risk Weighted Assets) $ 151,645 16.94% $ 93,981 10.50% $ 89,506 10.00%
Tier 1 Capital (to Risk Weighted Assets) 141,863 15.85% 76,080 8.50% 71,605 8.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets) 141,863 15.85% 62,654 7.00% 58,179 6.50%
Tier 1 Capital (to Average Assets) 141,863 10.78% 52,634 4.00% 65,792 5.00%
As of December 31, 2023
Total Capital (to Risk Weighted Assets) $ 149,014 17.30% $ 90,440 10.50% $ 86,133 10.00%
Tier 1 Capital (to Risk Weighted Assets) 139,667 16.22% 73,213 8.50% 68,907 8.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets) 139,667 16.22% 60,293 7.00% 55,987 6.50%
Tier 1 Capital (to Average Assets) 139,667 11.31% 49,406 4.00% 61,758 5.00%

NOTE 11 - EARNINGS PER SHARE ("EPS")

Basic earnings per share is calculated by dividing the income available to common shares by the weighted-average number of common shares outstanding during the period. Diluted earnings per share have been calculated in a manner similar to that of basic earnings per share except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares (such as those resulting from the

27

exercise of stock options) were issued during the period, computed using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations.

Three months ended Six months ended
June 30, June 30,
2024 2023 2024 2023
(Dollars in thousands, except per share data)
Net income allocated to common stock $ 791 $ 1,425 $ 1,412 $ 2,326
Weighted-average common shares outstanding used to calculate basic earnings per common share 8,265,579 8,490,128 8,282,677 8,485,610
Add: Dilutive effect of restricted stock awards 76,937 — 76,141 —
Weighted-average common shares outstanding used to calculate diluted earnings per common share 8,342,516 8,490,128 8,358,818 8,485,610
Earnings per common share
Basic $ 0.10 $ 0.17 $ 0.17 $ 0.27
Diluted $ 0.09 $ 0.17 $ 0.17 $ 0.27

For the three and six months ended June 30, 2024, the shares that were anti-dilutive, and therefore excluded from the calculation of diluted earnings per share, included options to purchase 763,969 shares of common stock. For the three and six months ended June 30, 2023, there were no anti-dilutive shares.

NOTE 12 - DERIVATIVE AND HEDGING ACTIVITIES

The Company uses derivative financial instruments to manage its interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash payments. The Company has entered into interest rate swaps to add stability to interest expense and manage exposure to interest rate movements as part of an overall risk management strategy.

An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The Company has entered into interest rate swaps in which it pays fixed and receives floating interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate FHLB Advances and brokered certificates of deposit. The interest rate swaps effectively convert the floating rate payments made on the FHLB Advances and brokered certificates of deposit to a fixed rate and consequently reduce the Company’s exposure to variability in short-term interest rates.

Derivative instruments are carried at fair value in the Company’s Consolidated Financial Statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not the instrument qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.

The Company’s interest rate swaps have been designated as and are accounted for as cash flow hedges. The changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income.

Cash flow hedges are initially assessed for effectiveness using regression analysis. Changes in the fair value of derivatives that are designated as and that qualify as cash flow hedges are recorded in OCI and are subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Quarterly, a quantitative analysis is performed to monitor the ongoing effectiveness of the hedging instrument. All derivative positions were initially, and continue to be, highly effective at June 30, 2024.

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The following table reflects the Company's derivative position at the date indicated below for the interest rate swaps:

As of June 30, 2024
(Dollars in thousands)
Notional amount $ 60,000
Weighted-average pay rate 3.80 %
Weighted-average receive rate 5.35 %
Weighted-average maturity in years 4.25

The table below presents the fair value of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets as of June 30, 2024:

Asset Derivatives Liability Derivatives
Balance Sheet Location Fair Value Balance Sheet Location Fair Value
(in thousands)
Derivatives designated as hedging instruments
Interest rate swaps Other assets $ 777 Other liabilities $ 179
Total $ 777 $ 179

For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company expects approximately $663,000 to be reclassified as a decrease to interest expense from OCI related to the Company’s cash flow hedges in the twelve months following June 30, 2024. This reclassification is due to anticipated payments that will be received on the swaps based upon the forward curve at June 30, 2024.

The maximum length of time over which the Company is currently hedging its exposure to the variability in future cash flows for forecasted transactions related to the payment of variable interest on existing financial instruments is

4.8

years. The pre-tax effects of cash flow hedges on accumulated other comprehensive income and current earnings for the period indicated are as follows:

Three Months Ended Six Months Ended
June 30, 2024
(in thousands)
Interest rate swaps
Amount of (loss) gain recognized in OCI on derivatives $ (35 ) $ 598
Gain reclassified from OCI into interest expense $ 227 $ 378

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty not secured by variation margin plus any initial margin collateral posted. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote. As of June 30, 2024, the Company has pledged cash collateral to a derivative counterparty totaling $870,000. As of June 30, 2024, the Company has received cash collateral from a derivative counterparty totaling $710,000. The Company may need to post additional collateral or may receive additional collateral in the future in proportion to potential changes in the overall unrealized gain or loss position.

The Company had no derivatives as of December 31, 2023. There was no OCI or interest expense related to cash flow hedges recognized for the three and six months ended June 30, 2023.

NOTE 13 - SUBSEQUENT EVENTS

Management has reviewed events occurring through August 9, 2024, the date the unaudited consolidated financial statements were issued and determined that no subsequent events occurred requiring adjustment to or disclosure in these unaudited consolidated financial statements.

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

General

Management’s discussion and analysis of the financial condition and results of operations at and for the three and six months ended June 30, 2024 and 2023 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “intend,” “target” 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 portfolio; and
  • estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations 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:

  • 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;

  • 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, 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;

  • a failure or breach of our operational or security systems or infrastructure, including cyberattacks;

  • our ability to manage market risk, credit risk and operational risk;

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

  • 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;

  • the risk of adverse changes in business conditions due to geo-political tensions;

  • our ability to attract and retain key employees; and

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

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

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in ECB Bancorp, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024.

Critical Accounting Estimates

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.

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 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. Management's judgment is required for the selection and application of these factors which are derived from historical loss experience as well as assumptions surrounding expected future losses and economic forecasts.

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 or a fair value of collateral approach. The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable. Changes in these judgments 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. 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.

Income Taxes

We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are

reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments may require us to make projections of future taxable income and/or to carryback to taxable income in prior years. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Securities Valuation

We classify our investments in debt securities as either held-to-maturity or available-for-sale. Securities classified as held-to maturity are recorded at amortized cost. Available-for-sale securities are carried at fair value. We obtain our fair values from one or more third-party services. This service’s fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting our financial position, results of operations and cash flows.

For any debt security with a fair value less than its amortized cost basis, we will determine whether we have the intent to sell the debt security or whether it is more likely than not we will be required to sell the debt security before the recovery of its amortized cost basis. If either condition is met, the Company will recognize a full impairment charge to earnings. For all other debt securities that don't meet either condition and that have expected credit losses, the credit loss will be recognized in earnings. Any non-credit related loss impairment related to all other factors will be recorded in other comprehensive income (loss). Management also assesses the nature of the unrealized losses taking into consideration factors such as changes in risk-free interest rates, general credit spread widening, market supply and demand, creditworthiness of the issuer, and quality of the underlying collateral.

Comparison of Financial Condition at June 30, 2024 and December 31, 2023

Total Assets. Total assets increased $55.6 million, or 4.3%, to $1.34 billion at June 30, 2024 from $1.28 billion at December 31, 2023. The increase was primarily the result of increases in loans.

Cash and Cash Equivalents. Cash and cash equivalents decreased $7.6 million, or 6.4%, to $111.4 million at June 30, 2024 from $119.0 million at December 31, 2023. Cash and cash equivalents decreased primarily due to the deployment of these funds into loans.

Investment Securities Available for Sale. Investment securities available for sale decreased $5.0 million, or 100.0%, to $0 as of June 30, 2024 from $5.0 million as of December 31, 2023 due to maturities. No securities were sold during the six months ended June 30, 2024.

Investment Securities Held to Maturity. Investment securities held to maturity increased $3.5 million, or 4.5%, to $80.5 million as of June 30, 2024 from $77.0 million as of December 31, 2023 due to purchases of investment securities.

Loans. Gross loans increased $63.7 million, or 6.1%, to $1.11 billion at June 30, 2024 from $1.05 billion at December 31, 2023.

  • Multi-family real estate loans increased $28.8 million, or 10.0%, to $316.2 million at June 30, 2024 from $287.4 million at December 31, 2023.
  • Commercial real estate loans increased $14.5 million, or 7.4%, to $210.9 million at June 30, 2024 from $196.4 million at December 31, 2023.
  • Residential real estate loans increased $8.2 million, or 2.0%, to $418.3 million at June 30, 2024 from $410.1 million at December 31, 2023.
  • Commercial loans increased $5.0 million, or 53.9%, to $14.2 million at June 30, 2024 from $9.2 million at December 31, 2023.
  • Home equity lines of credit increased $4.6 million, or 14.0%, to $38.0 million at June 30, 2024 from $33.4 million at December 31, 2023.
  • Construction loans increased $2.6 million, or 2.3%, to $114.6 million at June 30, 2024 from $112.0 million at December 31, 2023.

Federal Home Loan Bank stock. The Federal Home Loan Bank (FHLB) is a cooperative bank that provides services to its member banking institutions. The primary reason for our membership in the FHLB is to gain access to a reliable source of wholesale funding and as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. We purchase and/or are subject to redemption of FHLB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. We held an investment in FHLB stock of $9.6 million and $9.9 million at June 30, 2024 and December 31, 2023, respectively. Accordingly, the decrease in the FHLB stock is due to decreased borrowings.

Bank-owned Life Insurance. We invest in bank-owned life insurance to help offset the costs of our employee benefit plan obligations. Bank-owned life insurance also generally provides noninterest income that is nontaxable. Bank-owned life insurance increased $234,000, or 1.6%, to $14.7 million at June 30, 2024 from $14.5 million at December 31, 2023. The increase was due to an increase of $234,000 in the cash surrender value of our bank-owned life insurance portfolio during the six months ended June 30, 2024.

Deposits. Deposits increased $64.6 million, or 7.4%, to $932.8 million at June 30, 2024 from $868.2 million at December 31, 2023.

  • Certificates of deposit increased $66.1 million, or 13.3%, to $564.6 million at June 30, 2024 from $498.5 million at December 31, 2023.
  • Money market deposit accounts increased $26.7 million, or 20.3%, to $158.1 million at June 30, 2024 from $131.4 million at December 31, 2023.
  • Savings accounts decreased $25.2 million, or 18.4%, to $112.6 million at June 30, 2024 from $137.8 million at December 31, 2023.
  • Interest bearing checking accounts decreased $2.4 million, or 10.8%, to $19.8 million at June 30, 2024 from $22.2 million at December 31, 2023.
  • Demand deposit accounts decreased $541,000, or 0.7%, to $77.8 million at June 30, 2024 from $78.3 million at December 31, 2023.

Core deposits (defined as all deposits other than certificates of deposit) decreased $1.5 million, or 0.4%, to $368.2 million at June 30, 2024 from $369.7 million at December 31, 2023.

Federal Home Loan Bank Advances. Advances from the Federal Home Loan Bank decreased $10.0 million, or 4.3%, to $224.0 million at June 30, 2024 from $234.0 million at December 31, 2023.

Shareholders' Equity. Total shareholders' equity increased $1.6 million, or 0.9%, to $166.5 million at June 30, 2024 from $164.9 million at December 31, 2023. This increase is primarily the result of earnings of $1.4 million and an increase of $427,000 in accumulated other comprehensive income (“AOCI”). The increase in AOCI was driven by an increase in the fair value of cash flow hedges entered into during the six months ended June 30, 2024. Partially offsetting these increases to shareholders' equity was a decrease in additional paid-in capital of $457,000. This decrease was driven by $1.2 million in shares repurchased under our share repurchase plan, partially offset by an increase in Additional Paid In Capital of $699,000 related to stock based compensation and ESOP shares committed to be released. Our book value per share increased by $0.34 to $18.09 at June 30, 2024 from $17.75 at December 31, 2023.

Comparison of Operating Results for the Three Months Ended June 30, 2024 and June 30, 2023

Net Income. We recorded net income of $791,000 for the three months ended June 30, 2024, compared to net income of $1.4 million for the three months ended June 30, 2023. The decrease in net income was driven by a decrease in net interest and dividend income after the provision for loan losses as well as an increase in noninterest expense, partially offset by an increase in noninterest income.

Interest and Dividend Income. Interest and dividend income increased $2.7 million, or 20.0%, to $16.4 million for the three months ended June 30, 2024 from $13.7 million for the three months ended June 30, 2023. This increase was due to a $2.1 million increase in interest and fees on loans, a $112,000 increase in interest and dividends on investment securities and a $571,000 increase in interest on short term investments. The increase in interest and fees on loans was driven by an increase of $99.0 million in the average balance of the loan portfolio to $1.10 billion for the three months ended June 30, 2024 from $998.1 million for the three months ended June 30, 2023, as well as an increase in the average yield of 33 basis points to 5.20% during the three months ended

June 30, 2024 from 4.87% during the three months ended June 30, 2023. The yield for the three months ended June 30, 2024 benefited from new loans with higher rates as well as adjustable rate loans repricing higher. The increase in interest and dividend income on investment securities was driven by an increase in the yield on securities of 36 basis points to 2.86% during the three months ended June 30, 2024 from 2.50% during the three months ended June 30, 2023. The increase in other interest income resulted primarily from an increase of $37.4 million in the average balance of short term investments to $105.2 million for the three months ended June 30, 2024 from $67.8 million for the three months ended June 30, 2023 as well as an increase in the yield on short term investments of 37 basis points to 5.48% during the three months ended June 30, 2024 from 5.11% during the three months ended June 30, 2023. The increase in yield was driven by increases in the rate paid on reserves at the Federal Reserve Bank.

Average interest-earning assets increased $134.8 million, to $1.28 billion for the three months ended June 30, 2024 from $1.15 billion for the three months ended June 30, 2023. The yield on interest-earning assets increased 35 basis points to 5.07% for the three months ended June 30, 2024 from 4.72% for the three months ended June 30, 2023.

Interest Expense. Total interest expense increased $3.1 million, or 43.0%, to $10.4 million for the three months ended June 30, 2024 from $7.3 million for the three months ended June 30, 2023. Interest expense on deposit accounts increased $3.1 million, or 61.4%, to $8.2 million for the three months ended June 30, 2024 from $5.1 million for the three months ended June 30, 2023, primarily due to an increase in the cost of interest bearing deposits of 98 basis points to 3.91% for the three months ended June 30, 2024 from 2.93% for the three months ended June 30, 2023 and an increase in the average balance of interest-bearing deposits of $146.8 million, or 21.2%, to $838.7 million for the three months ended June 30, 2024 from $692.0 million for the three months ended June 30, 2023. Interest expense on FHLB advances increased $17,000, or 0.8%, to $2.2 million for the three months ended June 30, 2024 from $2.2 million for the three months ended June 30, 2023, primarily due to an increase in the cost of FHLB advances of 13 basis points to 3.99% for the three months ended June 30, 2024 from 3.86% for the three months ended June 30, 2023, partially offset by an decrease in the average balance of FHLB advances of $5.1 million, or 2.3%, to $223.1 million for the three months ended June 30, 2024 from $228.3 million for the three months ended June 30, 2023.

Net Interest and Dividend Income. Net interest and dividend income decreased $386,000, or 6.0%, to $6.0 million for the three months ended June 30, 2024 from $6.4 million for the three months ended June 30, 2023, primarily due to a decrease in the net interest rate spread of 42 basis points to 1.14% for the three months ended June 30, 2024 from 1.56% for the three months ended June 30, 2023, as well as a $6.9 million decrease in the average balance of net interest-earning assets during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The decrease in the net interest rate spread was due to an increase in the cost of interest-bearing liabilities that exceeded the increase in the yield on interest-earning assets resulting from the significant increase in market interest rates that directly impact our funding costs. The net interest margin decreased 36 basis points to 1.82% for the three months ended June 30, 2024 from 2.18% for the three months ended June 30, 2023.

Provision for Credit Losses. Based on management’s analysis of the adequacy of the allowance for credit losses, a provision for credit losses of $292,000 was recorded for the three months ended June 30, 2024, compared to a provision for credit losses of $0 for the three months ended June 30, 2023. The provision for credit losses for the quarter ended June 30, 2024 was driven by loan growth. The $0 provision for credit losses for the quarter ended June 30, 2023 included a provision for loan losses, offset by a benefit to the provision for off balance sheet commitments.

Noninterest Income. Noninterest income increased $49,000, or 20.4%, to $289,000 for the three months ended June 30, 2024 from $240,000 for the three months ended June 30, 2023. The increase was driven by increases in income from bank-owned life insurance, net gains on sales of loans and customer service fees. The table below sets forth our noninterest income for three months ended June 30, 2024 and 2023:

Three Months Ended<br>June 30, Change
2024 2023 Amount Percent
(Dollars in thousands)
Customer service fees $ 143 $ 130 $ 13 10.0 %
Income from bank-owned life insurance 117 99 18 18.2
Net gain on sales of loans 19 5 14 280.0
Other 10 6 4 66.7
Total noninterest income $ 289 $ 240 $ 49 20.4 %

Noninterest Expense. Noninterest expense increased $236,000, or 5.0%, to $4.9 million for the three months ended June 30, 2024 from $4.7 million for the three months ended June 30, 2023. Significant changes are as follows:

  • Salaries and employee benefits increased $307,000, or 10.9%, driven by $242,000 in stock based compensation recorded in the three months ended June 30, 2024, related to the 2023 Equity Incentive Plan. There were no stock based compensation costs in the three months ended June 30, 2023 related to this plan;
  • Director compensation increased $90,000, or 75.6%, driven by $82,000 in stock based compensation recorded in the three months ended June 30, 2024, related to the 2023 Equity Incentive Plan. There were no stock based compensation costs in the three months ended June 30, 2023 related to this plan;
  • Advertising and promotions decreased $102,000, or 49.0%. We have strategically reduced certain advertising costs in an effort to manage overall noninterest expenses;
  • Professional fees decreased $64,000, or 21.7%, primarily due to higher legal and consulting costs during the 2023 period related to operating a new publicly traded company; and
  • FDIC deposit insurance expense decreased $88,000, or 31.2%. During the second quarter of 2023 there were increases in the assessment rates charged by the FDIC.

The table below sets forth our noninterest expense for the three months ended June 30, 2024 and 2023:

Three Months Ended<br>June 30, Change
2024 2023 Amount Percent
(Dollars in thousands)
Salaries and employee benefits $ 3,130 $ 2,823 $ 307 10.9 %
Director compensation 209 119 90 75.6
Occupancy and equipment 263 248 15 6.0
Data processing 285 293 (8 ) (2.7 )
Computer software and licensing fees 75 71 4 5.6
Advertising and promotions 106 208 (102 ) (49.0 )
Professional fees 231 295 (64 ) (21.7 )
FDIC deposit insurance 194 282 (88 ) (31.2 )
Other expense 454 372 82 22.0
Total noninterest expense $ 4,947 $ 4,711 $ 236 5.0 %

Income Tax Expense. We recorded a provision for income tax expense of $272,000 for the three months ended June 30, 2024, compared to a provision for income tax expense of $503,000 for the three months ended June 30, 2023, reflecting effective tax rates of 25.6% and 26.1%, 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. Average balances are daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred costs and fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

For the Three Months Ended June 30,
2024 2023
Average Outstanding Balance Interest Yield/ Rate(5) Average Outstanding Balance Interest Yield/ Rate(5)
(Dollars in thousands)
Interest-earning assets:
Total loans $ 1,097,086 $ 14,174 5.20 % $ 998,112 $ 12,122 4.87 %
Securities (1) 79,557 565 2.86 81,186 507 2.5
Short term investments 105,207 1,433 5.48 67,798 863 5.11
Total interest-earning assets 1,281,850 16,172 5.07 % 1,147,096 13,492 4.72 %
Non-interest-earning assets 34,523 33,159
Total assets $ 1,316,373 $ 1,180,255
Interest-bearing liabilities:
Checking accounts 18,907 4 0.09 % 22,375 5 0.09 %
Savings accounts 115,619 833 2.90 172,982 1,065 2.47
Money market accounts 153,181 1,391 3.65 98,468 500 2.04
Certificates of deposit 551,018 5,931 4.33 398,141 3,485 3.51
Total interest-bearing deposits 838,725 8,159 3.91 691,966 5,055 2.93
Federal Home Loan Bank advances 223,121 2,214 3.99 228,264 2,197 3.86
Total interest-bearing liabilities 1,061,846 10,373 3.93 % 920,230 7,252 3.16 %
Non-interest-bearing demand deposits 75,510 84,436
Non-interest-bearing liabilities 11,875 11,008
Total liabilities 1,149,231 1,015,674
Shareholders' Equity 167,142 164,581
Total liabilities and shareholders' equity $ 1,316,373 $ 1,180,255
Net interest income $ 5,799 $ 6,240
Net interest rate spread (2) 1.14 % 1.56 %
Net interest-earning assets (3) $ 220,004 $ 226,866
Net interest margin (4) 1.82 % 2.18 %
Average interest-earning assets to interest-<br>   bearing liabilities 120.72 % 124.65 %

(1) Excludes interest and dividends on cost method investments of $214,000 and $159,000 for the three months ended June 30, 2024 and 2023, respectively.

(2) 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.

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

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

(5) Annualized

Rate/Volume Analysis. The following tables present 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 period 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. There were no out-of-period items or adjustments required to be excluded from the table below.

Three Months Ended June 30, 2024 vs. 2023
Increase (Decrease) Due to Total Increase
Volume Rate (Decrease)
(In thousands)
Interest-earning assets:
Loans $ 1,227 $ 825 $ 2,052
Securities (10 ) 67 57
Short term investments 504 67 571
Total interest-earning assets $ 1,721 $ 959 $ 2,680
Interest-bearing liabilities:
Checking accounts $ (1 ) $ - $ (1 )
Savings accounts (394 ) 162 (232 )
Money market accounts 367 524 891
Certificates of deposit 1,522 924 2,446
Total interest-bearing deposits 1,494 1,610 3,104
Federal Home Loan Bank advances (52 ) 69 17
Total interest-bearing liabilities $ 1,442 $ 1,679 $ 3,121
Change in net interest income $ 279 $ (720 ) $ (441 )

Comparison of Operating Results for the Six Months Ended June 30, 2024 and June 30, 2023

Net Income. We recorded net income of $1.4 million for the six months ended June 30, 2024, compared to net income of $2.3 million for the six months ended June 30, 2023. The decrease in net income was driven by a decrease in net interest and dividend income after the provision for loan losses as well as an increase in noninterest expense, partially offset by an increase in noninterest income.

Interest and Dividend Income. Interest and dividend income increased $6.4 million, or 24.8%, to $32.1 million for the six months ended June 30, 2024 from $25.7 million for the six months ended June 30, 2023. This increase was due to a $4.6 million increase in interest and fees on loans, a $316,000 increase in interest and dividends on investment securities and a $1.5 million increase in interest on short term investments. The increase in interest and fees on loans was driven by an increase of $106.8 million in the average balance of the loan portfolio to $1.08 billion for the six months ended June 30, 2024 from $970.7 million for the six months ended June 30, 2023, as well as an increase in the average yield of 36 basis points to 5.15% during the six months ended June 30, 2024 from 4.79% during the six months ended June 30, 2023. The yield for the six months ended June 30, 2024 benefited from new loans with higher rates as well as adjustable rate loans repricing higher. The increase in interest and dividend income on investment securities was driven by an increase in the yield on securities of 32 basis points to 2.81% during the six months ended June 30, 2024 from 2.49% during the six months ended June 30, 2023. The increase in other interest income resulted primarily from an increase of $47.9 million in the average balance of short term investments to $107.1 million for the six months ended June 30, 2024 from $59.2 million for the six months ended June 30, 2023 as well as an increase in the yield on short term investments of 59 basis points to 5.48% during the six months ended June 30, 2024 from 4.89% during the six months ended June 30, 2023. The increase in yield was driven by increases in the rate paid on reserves at the Federal Reserve Bank.

Average interest-earning assets increased $153.1 million, to $1.26 billion for the six months ended June 30, 2024 from $1.11 billion for the six months ended June 30, 2023. The yield on interest-earning assets increased 40 basis points to 5.03% for the six months ended June 30, 2024 from 4.63% for the six months ended June 30, 2023.

Interest Expense. Total interest expense increased $7.2 million, or 55.7%, to $20.2 million for the six months ended June 30, 2024 from $12.9 million for the six months ended June 30, 2023. Interest expense on deposit accounts increased $6.7 million, or 74.8%, to $15.7 million for the six months ended June 30, 2024 from $9.0 million for the six months ended June 30, 2023, primarily due to an increase in the cost of interest bearing deposits of 118 basis points to 3.85% for the six months ended June 30, 2024 from

2.67% for the six months ended June 30, 2023 and an increase in the average balance of interest-bearing deposits of $142.8 million, or 21.1%, to $819.3 million for the six months ended June 30, 2024 from $676.5 million for the six months ended June 30, 2023. Interest expense on FHLB advances increased $507,000, or 12.8%, to $4.5 million for the six months ended June 30, 2024 from $4.0 million for the six months ended June 30, 2023, primarily due to an increase in the average balance of FHLB advances of $16.8 million, or 8.1%, to $225.2 million for the six months ended June 30, 2024 from $208.3 million for the six months ended June 30, 2023 as well as an increase in the cost of FHLB advances of 15 basis points to 4.00% for the six months ended June 30, 2024 from 3.85% for the six months ended June 30, 2023. The increase in FHLB advances was used to fund loan growth and for liquidity management.

Net Interest and Dividend Income. Net interest and dividend income decreased $852,000, or 6.7%, to $11.9 million for the six months ended June 30, 2024 from $12.8 million for the six months ended June 30, 2023, primarily due to a decrease in the net interest rate spread of 53 basis points to 1.15% for the six months ended June 30, 2024 from 1.68% for the six months ended June 30, 2023, as well as a $6.6 million decrease in the average balance of net interest-earning assets during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The decrease in the net interest rate spread was due to an increase in the cost of interest-bearing liabilities that exceeded the increase in the yield on interest-earning assets resulting from the significant increase in market interest rates that directly impact our funding costs. The net interest margin decreased 45 basis points to 1.83% for the six months ended June 30, 2024 from 2.28% for the six months ended June 30, 2023.

Provision for Credit Losses. Based on management’s analysis of the adequacy of the allowance for credit losses, a provision for credit losses of $438,000 was recorded for the six months ended June 30, 2024, compared to a provision for credit losses of $879,000 for the six months ended June 30, 2023. The decrease in the provision for credit losses was driven by lower loan growth during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Noninterest Income. Noninterest income increased $124,000, or 26.4%, to $594,000 for the six months ended June 30, 2024 from $470,000 for the six months ended June 30, 2023. The increase was driven by increases in income from bank-owned life insurance, net gains on sales of loans and customer service fees. The table below sets forth our noninterest income for the six months ended June 30, 2024 and 2023:

Six Months Ended<br>June 30, Change
2024 2023 Amount Percent
(Dollars in thousands)
Customer service fees $ 284 $ 251 $ 33 13.1 %
Income from bank-owned life insurance 234 197 37 18.8
Net gain on sales of loans 54 5 49 980.0
Other 22 17 5 29.4
Total noninterest income $ 594 $ 470 $ 124 26.4 %

Noninterest Expense. Noninterest expense increased $968,000, or 10.5%, to $10.2 million for the six months ended June 30, 2024 from $9.2 million for the six months ended June 30, 2023. Significant changes are as follows:

  • Salaries and employee benefits increased $732,000, or 12.8%, driven by $484,000 in stock based compensation recorded in the six months ended June 30, 2024, related to the 2023 Equity Incentive Plan. There were no stock based compensation costs in the six months ended June 30, 2023 related to this plan;
  • Director compensation increased $176,000, or 73.3%, driven by $165,000 in stock based compensation recorded in the six months ended June 30, 2024, related to the 2023 Equity Incentive Plan. There were no stock based compensation costs in the six months ended June 30, 2023 related to this plan; and
  • Advertising and promotions decreased $139,000, or 37.0%. We have strategically reduced certain advertising costs in an effort to manage overall noninterest expenses.

The table below sets forth our noninterest expense for the six months ended June 30, 2024 and 2023:

Six Months Ended<br>June 30, Change
2024 2023 Amount Percent
(Dollars in thousands)
Salaries and employee benefits $ 6,441 $ 5,709 $ 732 12.8 %
Director compensation 416 240 176 73.3
Occupancy and equipment 538 452 86 19.0
Data processing 596 535 61 11.4
Computer software and licensing fees 160 128 32 25.0
Advertising and promotions 237 376 (139 ) (37.0 )
Professional fees 591 658 (67 ) (10.2 )
FDIC deposit insurance 372 407 (35 ) (8.6 )
Other expense 824 702 122 17.4
Total noninterest expense $ 10,175 $ 9,207 $ 968 10.5 %

Income Tax Expense. Income tax expense decreased $341,000, or 41.4%, to $482,000 for the six months ended June 30, 2024 from $823,000 for the six months ended June 30, 2023. The effective tax rate was 25.4% and 26.1% for the six months ended June 30, 2024 and 2023, 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. Average balances are daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred costs and fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

For the Six Months Ended June 30,
2024 2023
Average Outstanding Balance Interest Yield/ Rate(5) Average Outstanding Balance Interest Yield/ Rate(5)
(Dollars in thousands)
Interest-earning assets:
Total loans $ 1,077,497 $ 27,619 5.15 % $ 970,660 $ 23,049 4.79 %
Securities (1) 80,112 1,121 2.81 81,622 1,010 2.49
Short term investments 107,089 2,917 5.48 59,200 1,437 4.89
Interest bearing time deposits - - - 126 - 0.70
Total interest-earning assets 1,264,698 31,657 5.03 % 1,111,608 25,496 4.63 %
Non-interest-earning assets 34,309 31,731
Total assets $ 1,299,007 $ 1,143,339
Interest-bearing liabilities:
Checking accounts 19,208 7 0.07 % 23,025 9 0.08 %
Savings accounts 117,867 1,661 2.83 169,842 2,019 2.40
Money market accounts 148,487 2,647 3.58 105,645 929 1.77
Certificates of deposit 533,744 11,369 4.28 377,956 6,016 3.21
Total interest-bearing deposits 819,306 15,684 3.85 676,468 8,973 2.67
Federal Home Loan Bank advances 225,154 4,482 4.00 208,343 3,975 3.85
Total interest-bearing liabilities 1,044,460 20,166 3.88 % 884,811 12,948 2.95 %
Non-interest-bearing demand deposits 76,007 84,251
Non-interest-bearing liabilities 12,037 10,453
Total liabilities 1,132,504 979,515
Shareholders' Equity 166,503 163,824
Total liabilities and shareholders' equity $ 1,299,007 $ 1,143,339
Net interest income $ 11,491 $ 12,548
Net interest rate spread (2) 1.15 % 1.68 %
Net interest-earning assets (3) $ 220,238 $ 226,797
Net interest margin (4) 1.83 % 2.28 %
Average interest-earning assets to interest-<br>   bearing liabilities 121.09 % 125.63 %

(1) Excludes interest and dividends on cost method investments of $422,000 and $217,000 for the six months ended June 30, 2024 and 2023, respectively.

(2) 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.

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

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

(5) Annualized

Rate/Volume Analysis. The following tables present 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 period 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. There were no out-of-period items or adjustments required to be excluded from the table below.

Six Months Ended June 30, 2024 vs. 2023
Increase (Decrease) Due to Total Increase
Volume Rate (Decrease)
(In thousands)
Interest-earning assets:
Loans $ 2,696 $ 1,874 $ 4,570
Securities (19 ) 130 111
Short term investments 1,290 190 1,480
Total interest-earning assets $ 3,967 $ 2,194 $ 6,161
Interest-bearing liabilities:
Checking accounts $ (1 ) $ (1 ) $ (2 )
Savings accounts (687 ) 329 (358 )
Money market accounts 488 1,230 1,718
Certificates of deposit 2,955 2,398 5,353
Total deposits 2,755 3,956 6,711
Federal Home Loan Bank advances 338 169 507
Total interest-bearing liabilities $ 3,093 $ 4,125 $ 7,218
Change in net interest income $ 874 $ (1,931 ) $ (1,057 )

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, and proceeds from maturities of securities. We are also able to borrow from the Federal Home Loan Bank of Boston, the Federal Reserve Bank and the Atlantic Community Bankers Bank. At June 30, 2024, we had outstanding advances of $224.0 million from the Federal Home Loan Bank. At June 30, 2024, we had unused borrowing capacity of $277.6 million with the Federal Home Loan Bank, $14.7 million with the Federal Reserve Bank and $10.0 million with the Atlantic Community Bankers Bank.

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 short-term investments. The levels of these assets are dependent on our operating, financing 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.

At June 30, 2024, we had $34.3 million in loan commitments outstanding. In addition to commitments to originate and purchase loans, we had $76.7 million in unused lines of credit to borrowers and $49.8 million in unadvanced construction loans.

Non brokered certificates of deposit due within one year of June 30, 2024 totaled $215.1 million, or 23.1%, of total deposits. If these deposits do not remain with us, we may be required to seek other sources of funds, including brokered deposits and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2025, or on our savings and money market 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, 2024.

Our primary investing activity is originating loans. During the six months ended June 30, 2024 and the year ended December 31, 2023, we originated and purchased $112.8 million and $268.1 million of loans, respectively.

Financing activities consist primarily of activity in deposit accounts and FHLB advances. We experienced net increases in deposits of $64.6 million and $150.1 million for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively. At June 30, 2024 and December 31, 2023, the level of brokered time deposits was $125.5 million and $115.5 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 by $10.0 million for the six months ended June 30, 2024, compared to an increase of $60.0 million for the year ended December 31, 2023.

For additional information, see the consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 included as part of the consolidated financial statements appearing elsewhere in this Form 10-Q.

We are committed to maintaining a strong liquidity position. We continuously monitor our liquidity position and adjustments are made to the balance between sources and uses of funds as deemed appropriate by management. Liquidity risk management is an important element in our asset/liability management process. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into our contingency funding planning process, which provides the basis for the identification of our liquidity needs. We anticipate that we will have sufficient funds to meet our current funding commitments. 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.

At June 30, 2024, Everett Co-operative Bank exceeded all of its regulatory capital requirements, and was categorized as well-capitalized at that date. Management is not aware of any conditions or events since the most recent notification of well-capitalized status that would change our category. See Note 10 of the notes to consolidated financial statements.

Impact of Inflation and Changing Prices

The consolidated financial statements and related data presented in this Form 10-Q have been prepared in accordance with U.S. GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2024. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the quarter ended June 30, 2024, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 1. Legal Proceedings

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Bank’s or the Company’s financial condition or results of operations.

Item 1A. Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

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

There were no sales of unregistered securities during the period covered by this Report.

On August 10, 2023, the Company announced the commencement of a stock repurchase program to acquire up to 458,762 shares, or 5% of the Company’s then outstanding common stock. Repurchases will be made from time to time depending on market conditions and other factors, and will be conducted through open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. There is no guarantee as to the exact number of shares to be repurchased by the Company. The following table sets forth the information regarding the Company's common stock repurchase activities during the three months ended June 30, 2024:

Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program
From April 1, 2024 to April 30, 2024 10,235 $ 12.83 10,235 210,901
From May 1, 2024 to May 31, 2024 24,181 $ 11.72 24,181 186,720
From June 1, 2024 to June 30, 2024 8,943 $ 12.47 8,943 177,777
Total 43,359 $ 12.18 43,359

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

10.1* Change in Control Agreement by and between Everett Co-operative Bank, ECB Bancorp, Inc. (as guarantor) and Brandon Lavertu
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 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Denotes management compensatory plan or arrangement
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104 Cover Page Interactive Data File (embedded within the 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.

ECB BANCORP, INC.
Date: August 9, 2024 /s/Richard J. O'Neil, Jr.
Richard J. O’Neil, Jr.
President and Chief Executive Officer
Date: August 9, 2024 /s/Brandon N. Lavertu
Brandon N. Lavertu
Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

This AGREEMENT is made effective as of December 21, 2022 (“Effective Date”), by and between EVERETT CO-OPERATIVE BANK, a Massachusetts chartered stock savings bank (the “Bank”) and BRANDON LAVERTU (“Executive”). Any reference to the “Company” herein shall mean ECB BANCORP, INC. or any successor thereto. The Company has executed this Agreement solely for purposes of guaranteeing the performance of the Bank hereunder.

BACKGROUND

  • To encourage the Executive’s dedication to his assigned duties in the face of potential distractions arising from the prospect of a “Change in Control” the Bank wishes to provide a payment to the Executive in the event the Executive’s employment is terminated involuntarily without “Cause” or voluntarily for “Good Reason” concurrent with or within twenty four (24) months after a Change in Control.

  • The Bank employs the Executive in a position of trust and confidence, and the Executive has or will become acquainted with the Bank’s business, its officers and employees, its strategic and operating plans, its business practices, processes, and relationships, the needs and expectations of its customers and prospective customers, and its trade secrets and other property, including Confidential Information as defined in herein.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

  1. TERM OF AGREEMENT

  • The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of two (2) years.

  • Commencing on December 21, 2023 and continuing on each December 21st thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is always two (2) years provided, however, that in order for this Agreement to renew, the Compensation Committee of the Board of Directors of the Bank (the “Committee”) must take the following actions prior to each renewal date: (i) have the Chief Operating Officer of the Bank conduct a comprehensive performance evaluation and review of Executive and present his evaluation to the Chief Executive Officer for purposes of recommending an extension of the term of the Agreement to the Committee; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the Committee minutes. If the decision is not to renew this Agreement, then the Bank shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any renewal date, such that this Agreement shall terminate at the end of twenty four (24) months following such renewal date.

  • Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined herein, then the term of this Agreement shall be extended and shall terminate twenty four (24) months following the date on which the Change in Control occurs. The initial term and all renewals thereafter shall be referred to as the “Term” under this Agreement.

  1. DEFINITIONS The following words and terms shall have the meanings set forth below for purposes of this Agreement.

  • Change in Control means a change in control of the Bank or Company, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, including the following:

  • Change in ownership: A change in ownership of the Bank or the Company occurs on the date any one person or group of persons accumulates ownership of more than 50% of the total fair market value or total voting power of the Bank or the Company; or

  • Change in effective control: A change in effective control occurs when either (i) any one person or more than one person acting as a group acquires within a twelve (12)-month period ownership of stock of the Bank or Company possessing 35% or more of the total voting power of the Bank or Company; or a majority of the Bank’s or Company’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed in advance by a majority of the Bank’s or Company’s Board of Directors (as applicable), or

  • Change in ownership of a substantial portion of assets: A change in the ownership of a substantial portion of the Bank’s or Company's assets occurs if, in a twelve (12)-month period, any one person or more than one person acting as a group acquires assets from the Bank or Company having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of the Bank’s or Company’s entire assets immediately before the acquisition or acquisitions. For this purpose, “gross fair market value” means the value of the Bank’s or Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

  • Good Reason means a termination by Executive, without Executive’s express written consent, if any of the following occurs:

  • a material reduction in Executive’s base compensation, except for across-the-board reductions similarly affecting all or substantially all of the Bank’s executive officers;

  • a material reduction in Executive’s authority, duties or responsibilities;

  • a relocation of Executive’s principal place of employment by more than twenty (25) miles from the Bank’s main office location as of the date of this Agreement; or

  • any other action or inaction that constitutes a material breach of this Agreement by the Bank.

Notwithstanding the foregoing, prior to any termination of employment for Good Reason, Executive must first provide written notice to the Board of Directors of the Bank (“Board”) within ninety (90) days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board received the written notice from Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a notice of termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

  • Termination for Cause means termination because of, in the good faith determination of the Board, Executive’s:

  • material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;

  • willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

  • incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);

  • breach of fiduciary duty involving personal profit;

  • intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

  • willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any material violation of the code of ethics or business conduct of the Bank or the Company, or

  • material breach by Executive of any provision of this Agreement.

Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination as described in Section 4 of this Agreement.

  • Disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months that renders the Executive unable to engage in any substantial gainful activity.

  • Separation from Service means the Executive’s termination of employment with the Bank within the meaning of Section 409A of the Internal Revenue Service and the Regulations promulgated thereunder.

  1. BENEFITS UPON TERMINATION

  • If during the term of this Agreement, a Change of Control occurs and within twenty four (24) months following the Change of Control either the Executive’s employment is terminated for any reason other than for death, Disability, or Cause, or the Executive resigns for Good Reason within twenty four (24) months following the Change of Control, the Executive shall be entitled to:

  • receive a lump sum cash severance payment equal to two (2) times the sum of: (A) Executive’s then current base salary and (B) the average of his cash bonus earned over the three (3) years immediately preceding the Change in Control. Years in which no bonus was earned shall not be included for purposes of calculating the average in this paragraph (a)(i);

  • continue participation in the Bank's health insurance plans (to the extent permitted by the plan and law) in which the Executive was participating as his Date of Termination, until the earlier of 18 months following the Date of Termination or the procurement by the Executive of health insurance coverage pursuant to another plan. In the event continued participation in the Bank’s health insurance plans is not permitted under plans or by law, the Executive will receive a lump sum cash payment equal to the cost of Consolidated Omnibus Budget Reconciliation Act (COBRA) coverage for 18 months following the Date of Termination; and

  • his Accrued Obligations (as defined below).

Any payments to Executive under Section 3(a)(i) shall be made in a lump sum within ten (10) days following Executive’s termination of employment and reduced for applicable withholding taxes. Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof in the event of Executive’s termination for Cause or termination of employment due to Executive’s death or Disability.

For purposes of this Agreement, “Accrued Obligations” are defined as: Executive’s earned but unpaid base salary and Executive’s earned but unpaid annual bonus and/or long term incentive compensation (cash and stock) as of his date of termination of employment.

(b) In the event any payment or distribution of any type to or for the benefit of Executive made by the Bank, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets in connection with a “change in control” (within the meaning of Code Section 280G and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (the “Total Payments”), would otherwise exceed the amount that could be received by Executive without the imposition of an excise tax under Code Section 4999 (the “Safe Harbor Amount”), then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of Code Section 280G and the regulations thereunder, does not exceed the greater of: (i) the Safe Harbor Amount, or (ii) the greatest after-tax amount payable to Executive after taking into account any excise tax imposed under Code Section 4999 on the Total Payments.

  1. NOTICE OF TERMINATION
  • Following a Change in Control, any termination of employment shall be communicated by Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.
  • “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a Termination for Cause, shall be immediate). In no event shall the Date of Termination exceed 30 days from the date Notice of Termination is given.
  1. RESTRICTIVE COVENANTS

(a) While Executive is employed by the Bank and for a period of 12 months after Executive’s employment with the Bank ends (regardless of the reason therefor) (the “Restricted Period”), Executive will not, without the express prior written consent of the Bank:

  • solicit, induce, or assist any third Person in soliciting or inducing any Person that is (or was at any time within the 12 months prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Bank and/or any Affiliate to leave the employment of the Bank and/or any Affiliate or cease performing services as an independent contractor, consultant or agent of the Bank and/or any Affiliate; provided however that the placement of a general advertisement that is not directly targeted at any such Person or Persons shall not violate this clause (i);
  • hire, engage, or assist any third party in hiring or engaging, any individual that is or was (at any time within 12 months prior to the attempted hiring) an employee of the Bank and/or any Affiliate; or
  • other than for the benefit of the Bank and/or any Affiliate, solicit or interfere with the relationships of the Bank and/or any Affiliate with, or endeavor to entice away from the Bank and/or any Affiliate for a Competing Business, any Person that is or was (at any time within the 12-month period preceding the date that Executive’s employment with the Bank ends), a customer or “Prospective Customer” (as defined below) of the Bank; provided however that the placement of a general advertisement that is not directly targeted at any such Person or Persons shall not violate this clause (iii). For purposes of this Agreement, the term “Customer” includes any person or entity who, during the 12-month period prior to the Executive’s termination with the Bank, is or was a customer of the Bank or an Affiliate. Notwithstanding the foregoing, the term “Customer” does not include any person who is a member of Executive’s immediate family, defined to include Executive’s spouse; his parents and his spouse's parents; his grandparents and his spouse's grandparents; Executive’s siblings and his spouse's siblings; Executive’s aunts and uncles and his spouse's aunts and uncles; Executive’s children and his spouse's children, including adoptive children; and the spouses and children, including adoptive children, of any of the above family members. A “Prospective Customer” is any Person with respect to whom or which the Bank and/or any Affiliate was engaged in solicitation at any time during the 12-month period preceding the date that Executive’s employment with the Bank ends and in which solicitation Executive was in any way involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge.

(b) Unauthorized Disclosure and Confidential Information. While employed by the Bank, and continuing after the date the Executive’s employment is terminated for any reason, Executive shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to Executive’s employment by and for the benefit of the Bank, or disclose to anyone outside of the Bank any such Confidential Information.

The term “Confidential Information” as used throughout this Agreement shall mean all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Bank (including Employee) or received by The Bank from an outside source, which is in the possession of the Bank (whether or not the property of the Bank), which in any way relates to the business conducted or, to Executive’s knowledge, contemplated, by the Bank during the period of Executive’s employment, which is maintained in confidence by the Bank or which might permit the Bank or its Customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information shall include:

  • any idea, improvement, index, trading program, database, invention, innovation, development, technical data, design, formula, device, pattern, concept, computer program, software, firmware, source code, object code, algorithm, subroutine, object module, schematic, model, diagram, flow chart, manual, compilation of information, or work in process, or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and
  • the name of any Customer, Executive or consultant, marketing or sales material, plan or survey, business plan or opportunity, investment plan or strategy, business proposal, financial record, Customer record or business record or other record or information relating to the business conducted or, to Executive’s knowledge, contemplated, by the Bank during the period of Executive’s employment.

Notwithstanding the foregoing, the term Confidential Information shall not apply to information which the Bank has voluntarily disclosed to the public without restriction or which has otherwise lawfully entered the public domain, or which Executive can demonstrate was known to him prior to the start of his employment with the Bank through a source other than the Bank or any of its employees or affiliates.

Executive understands that the Bank from time to time has in its possession information (including computer programs and databases) which represent information which is claimed by others to be proprietary and which the Bank has agreed to keep confidential. Executive agrees that all such information shall be Confidential Information for purposes of this Agreement.

  • Equitable Relief. Executive agrees that any breach of Executive’s obligations set forth in this Section 5 will cause irreparable damage to the Bank and in the event of such breach the Bank or its successor shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violations of Executive’s obligations hereunder.

  • Periods of Noncompliance and Reasonableness of Periods. The Company, the Bank and the Executive acknowledge and agree that the restrictions and covenants contained in this Section 5 are reasonable in view of Executive’s advantageous knowledge of and familiarity with the business of the Bank and its Customers. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant contained in Section 5 is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law. The parties hereby acknowledge and agree that a court of competent jurisdiction may reform or blue pencil the Agreement to the fullest extent permitted by law to enforce this Agreement.

  • Definitions. For purposes of this Section 5:

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Bank has any direct ownership interest shall be treated as an Affiliate of the Bank. For the avoidance of doubt, any holding company of the Bank shall be an Affiliate of the Bank.

“Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, governmental entity, unincorporated entity or other entity.

  1. SOURCE OF PAYMENTS

It is intended by the parties hereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Bank. The Company, however, guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.

  1. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS

This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement (written or oral) between the Bank, Company and Executive.

  1. NO ATTACHMENT

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

  1. MODIFICATION AND WAIVER

  • This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

  • No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

  1. SEVERABILITY

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

  1. HEADINGS FOR REFERENCE ONLY

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

  1. GOVERNING LAW/DISPUTES

The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, unless superseded or preempted by Federal law as now or hereafter in effect.

Except as set forth in Section 5 of this Agreement to the contrary, any dispute or controversy arising under or in connection with this Agreement (unless prohibited by law) shall be settled exclusively by arbitration, conducted before a single arbitrator, mutually acceptable to Executive and the Bank, sitting in a location selected by the Bank within twenty-five (25) miles of the main office of the Bank in Everett, Massachusetts, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

  1. REQUIRED PROVISION

In the event this Section 13 is in conflict with the other terms of this Agreement, this Section 13 shallprevail. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

  1. SECTION 409A

To the extent necessary to ensure compliance with Code Section 409A (“Section 409A”), the provisions of this Section 14 shall govern in all cases over any contrary or conflicting provision in this Agreement.

  • It is intended that this Agreement comply with the requirements of Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A. This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A and, to the extent this Agreement provides for deferred compensation subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon Executive under Section 409A. The Bank does not, however, assume any economic burdens associated with Section 409A. Although the Bank intends to administer this Agreement to prevent taxation under Section 409A, it does not represent or warrant that this Agreement complies with any provision of federal, state, local, or non-United States law. The Bank, any affiliates of the Bank, and their respective directors, officers, employees and advisers will not be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of this Agreement. Neither the Bank nor any affiliate of the Bank has any obligation to indemnify or otherwise protect the Executive from any obligation to pay taxes under Section 409A.

  • The payment described in Section 3 above is intended to be exempt from Section 409A as either a short-term deferral within the meaning of the final regulations under Section 409A or under the two-times exception of Treasury Reg. §1.409A-1(b)(9)(iii).

  • To the extent necessary to comply with Section 409A, in no event may the Executive, directly or indirectly, designate the taxable year of payment.

  • To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) the Executive incurs a Separation from Service. In addition, if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s Separation from Service, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, the Executive’s Separation from Service, and not by reason of another event under Section 409A(a)(2)(A), will become payable on the first business day after six months following the date of the Executive’s Separation from Service or, if earlier, the date of the Executive’s death.

  1. SUCCESSOR TO THE BANK

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

IN WITNESS WHEREOF, the Bank and the Company (as guarantor) have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on this 21st day of December, 2022.

EVERETT CO-OPERATIVE BANK
By: /s/Richard J. O'Neil, Jr.
Richard J. O'Neil, Jr.
President and Chief Executive Officer
ECB BANCORP, as guarantor
By: /s/Richard J. O'Neil, Jr.
Richard J. O'Neil, Jr.
President and Chief Executive Officer
EXECUTIVE
By: /s/Brandon N. Lavertu
Brandon N. Lavertu
Senior Vice President and Chief Accounting Officer

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard J. O’Neil, Jr., certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of ECB Bancorp, Inc.;

  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  • Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  • The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  • Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  • Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  • Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  • The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2024 /s/Richard J. O'Neil, Jr.
Richard J. O’Neil, Jr.
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Brandon N. Lavertu, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of ECB Bancorp, Inc.;

  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  • Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  • The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  • Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  • Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  • Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  • The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2024 /s/Brandon N. Lavertu
Brandon N. Lavertu
Chief Financial Officer

EX-32

Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Richard J. O’Neil, Jr., President and Chief Executive Officer of ECB Bancorp, Inc., (the “Company”) and Brandon N. Lavertu, Chief Financial Officer of the Company, each certify in their capacity as an officer of the Company that they have reviewed the quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “Report”) and that to the best of their knowledge:

  • the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  • the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2024 /s/Richard J. O'Neil, Jr.
Richard J. O’Neil, Jr.
President and Chief Executive Officer
Date: August 9, 2024 /s/Brandon N. Lavertu
Brandon N. Lavertu
Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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