BAR Harbor Bankshares: Form 10-Q for the period ended Mar 31, 2025

The following is management’s discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the three months ended March 31, 2025 and should be read in conjunction with our unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Form 10-Q as well as our audited consolidated financial statements and notes thereto included in our Form 10-K. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Factors that could cause such differences are discussed in the sections titled "Cautionary Statement Regarding Forward-Looking Statements", “Part I, Item 1.A. Risk Factors” for the year ended December 31, 2024, and "Part II, Item 1A. Risk Factors" in this Form 10-Q. All amounts, dollars and percentages presented in this Form 10-Q are rounded and therefore approximate.

GENERAL

The Company is a bank holding company headquartered in Maine, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint. The Company's primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities) and noninterest income (principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits).

• Liquidity remains strong, with cash and available for sale securities representing approximately 14.8% of our total assets at March 31, 2025. We maintain the ability to access sources of contingent liquidity at the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank of Boston (the “Reserve Bank”). We consider the Company's current liquidity position to be adequate to meet both short-term and long-term liquidity needs. Refer to “Liquidity and Cash Flows” for additional information.
• Capital remains strong, with both the Company and the Bank well capitalized under regulatory guidelines at period end as further described in Note 6 – “Capital Ratios and Shareholders’ Equity” to our unaudited consolidated financial statements.
• Asset quality remains strong, with non-performing assets to total assets of 0.32% as of March 31, 2025 and net charge-offs of $73 thousand, reflecting our strong credit performance in the midst of a challenging environment.

NON-GAAP FINANCIAL MEASURES

Our accounting and reporting policies conform to GAAP and the prevailing practices in the financial services industry. However, we also evaluate our performance by reference to certain additional financial measures discussed in this Form 10-Q that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Form 10-Q should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Form 10-Q may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this Form 10-Q when comparing such non-GAAP financial measures.

QUARTERLY PERFORMANCE SUMMARY

Earnings (first quarter 2025, compared to the same period of 2024 unless otherwise stated)

• First quarter 2025 GAAP net income of $10.2 million or $0.66 per diluted share and core (Non-GAAP) net income of $10.5 million or $0.68 per diluted share compared to GAAP and core (Non-GAAP) net income of $10.1 million or $0.66 per diluted share for the first quarter 2024.
• Return on assets was 1.02% versus 1.03% and return on equity was 8.88% compared to 9.32%. Return on average assets was steady due to stable net income and higher average asset balances. The decrease in the return on equity ratio reflected higher average asset and equity balances. See the “Financial Position” section for further discussion.
• Net interest income was $29.0 million compared to $28.1 million and net interest margin (“NIM”) was 3.17%, versus 3.14%. The increase was primarily driven by yield expansion on earning assets.
• Allowance to total loans decreased from 0.94% to 0.92% as net charge-offs on loans remain minimally low and stable while credit quality continues to remain strong. Total non-accruing loans to total loans was 0.26% compared to the prior first quarter 2024 at 0.23%.
• Non-interest income grew $532 thousand to $8.9 million in the first quarter 2025 compared to $8.4 million in the same quarter 2024 primarily driven by wealth management and customer derivative fee income growth.
• Non-interest expenses increased $1.2 million to $24.7 million in the first quarter 2025 compared to $23.5 million in the first quarter 2024 driven by a 4% increase or $485 thousand increase in salaries and benefits driven by cost of living increases and losses on sales of premises and equipment of $90 thousand in the current quarter driven by outdated ATMs. Acquisition, conversion expenses increased $219 thousand driven by costs associated with the merger agreement entered into in the first quarter of 2025 with Woodsville. Outside services increased $144 thousand driven by an increase in recruiting fees in the first quarter 2025 compared to the first quarter 2024. Professional services increased $192 thousand driven by consulting fees for technology infrastructure, enhancements, and other projects.
• The efficiency ratio was 62.00% compared to 62.71% reflecting effective cost management and spend year over year.

***Financial Position (***March 31, 2025, compared to December 31, 2024 unless otherwise stated)

• Total assets remained stable at $4.1 billion at the end of the first quarter 2025 and the end of the fourth quarter 2024 primarily due to stable deposits offset by a shift in asset mix from loan and investments to cash driven by current quarter pay downs.
• Total cash and cash equivalents grew 22% to $88.1 million at the end of the first quarter 2025, compared to $72.2 million at the end of the fourth quarter 2024.
• Total loans remained at $3.1 billion with a slight decrease of 3% on an annualized basis driven by seasonality and the interest rate environment.
• Securities available for sale decreased 1% to $514.0 million compared to $521.0 million in the fourth quarter 2024.
• Total deposits remained flat at $3.3 billion at the first quarter of 2025 and the fourth quarter 2024 respectively.
• Borrowings decreased 20% or $50.0 million to $200.0 million driven by pay downs in investments and loans.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2025 AND DECEMBER 31, 2024

Cash and cash equivalents

Total cash and cash equivalents were $88.1 million at the end of the first quarter 2025, compared to $72.2 million at the end of the fourth quarter 2024. Interest-earning deposits held with other banks increased to $54.3 million at the end of the first quarter 2025, compared to $37.9 million at the end of the fourth quarter and yielded 4.55% and 4.92%, respectively. The change in cash balances was driven by pay downs in loans and investments.

Securities

Securities available for sale was $514.0 million compared to $521.0 million in the fourth quarter 2024 driven primarily by pay downs of $28.3 million, partially offset by $19.0 million in purchases. The average yield of the total securities portfolio for the first quarter 2025 was 3.80% compared to 3.69% for the previous quarter primarily due to the change in the profile of the yield curve and a shift from commercial lending obligation investments to agencies. Fair value adjustments were $57.2 million at the end of the first quarter 2025 compared to $62.3 million at the end of the fourth quarter 2024. As of the end of the first quarter 2025 and fourth quarter 2024, respectively, our securities portfolio maintained an average life of eight and nine years with an effective duration of five years for both quarters and all securities remain classified as available for sale to provide flexibility in asset funding and other opportunities as they arise.

The allowance for credit losses on available for sale securities increased to $1.2 million at March 31, 2025 compared to $568 thousand at December 31, 2024, driven by one corporate security with a book value of $8.0 million and unrealized losses of $1.8 million.

Federal Home Loan Bank Stock

Federal Home Loan Bank (“FHLB”) stock decreased to $10.7 million at the end of the first quarter 2025 compared to $12.2 million at the end of the fourth quarter 2024 driven by $50 million in pay downs of borrowings.

Loans

Total loans remained at $3.1 billion with a slight decrease of 3% on an annualized basis driven by seasonality and the interest rate environment. Commercial loans increased $2.9 million comprised of a $20.9 million increase in commercial real estate offset by a $17.9 million decrease in commercial and industrial. Residential real estate loans decreased $19.0 million.

Allowance for Credit Losses

The allowance for credit losses on available for sale securities increased to $1.2 million at March 31, 2025 compared to $568 thousand at December 31, 2024, driven by one corporate debt security with a book value of $8.0 million and unrealized losses of $1.8 million.

The allowance for credit losses on loans decreased $130 thousand to $28.6 million at the end of the first quarter 2025 compared to $28.7 million at the end of the fourth quarter 2024. The allowance for credit losses to total loans coverage ratio of 0.92% compared to 0.91% in the fourth quarter 2024. Strong asset quality metrics and general macroeconomic trends in the loan portfolio drive ACL levels. There were minor shifts in balances as commercial real estate increased and commercial and industrial and residential real estate decreased, but the main driver was a decrease in residential loans. Charge-offs and individually analyzed reserves on non-accruing loans continue to be nominal, supported by relatively strong collateral values.

Deposits

Total deposits remained flat at $3.3 billion at the first quarter of 2025 and the fourth quarter 2024 respectively. We witnessed a shift in deposit mix driven by the interest rate environment and expected seasonal outflows in the first quarter 2025 as non-interest bearing demand deposits decreased $28.2 million to $547 million offset by an increase of $19.8 million in interest-bearing demand deposits. Time deposits increased 16% on an annualized basis to $863 million driven by the volatile economic rate environment as investors continue to seek a safe place with a competitive rate to house their money.

Borrowings

Senior borrowings decreased $50.0 million to $200.0 million driven by pay downs in investments and loans. FHLB borrowings decreased $48.9 million to $194.1 million at the end of the first quarter 2025 compared to $243.0 million at the end of the fourth quarter 2024.

Equity

The Company's book value per share was $30.51 as of the end of the first quarter 2025 compared to $30.00 at the end of the fourth quarter 2024. Tangible book value per share (non-GAAP) was $22.47 at the end of the first quarter 2025, compared to $21.93 at the end of the fourth quarter 2024.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024

Net Income

First quarter 2025 GAAP net income of $10.2 million or $0.66 per diluted share and core (Non-GAAP) net income of $10.5 million or $0.68 per diluted share compared to $10.1 million or $0.66 per diluted share for the first quarter 2024.

Interest and Dividend Income

Total interest and dividend income increased by 3.7% to $47.5 million in the first quarter 2025 compared to $45.8 million in the prior year primarily driven by the repricing of commercial adjustable-rate loans and a $146 million higher loan balances within the commercial portfolio. Yields on earning assets grew to 5.16% compared to 5.10% in the first quarter 2024. The yield on commercial real estate loans grew to 5.58% in the first quarter 2025 from 5.47% in the first quarter 2024. Total loan yield growth also experienced an increase in the residential real estate yield from 4.09% to 4.22% for the first quarter 2025, and the commercial and industrial yield decline from 6.68% in the first quarter of 2024 to 6.57% in the first quarter 2025.

Net Interest Income and Net Interest Margin

The net interest margin remained stable at 3.17% in the first quarter 2025 compared to 3.14% in same respective quarter 2024. As loan balances grew $112.6 million year over year, the yield on loans grew 11 basis points to 5.42% in the first quarter 2025, up from 5.31% in the same quarter 2024. Costs of interest-bearing deposits grew 5 basis points to 2.31% from 2.26% in the first quarter 2024 driven by the continued competitive pricing within the interest rate environment.

Total interest expense increased by 4.3% to $18.5 million in the first quarter 2025 compared to $17.8 million in the first quarter 2024 driven by an increase in cost of funds on deposits compounded with a $169.7 million increase in deposits. The growth in deposits was relatively even in mix with $84.2 million growth in non-maturity deposits and $85.6 million growth in time deposits. Interest-bearing demand accounts and savings accounts increased $41.2 million in 2025 compared to the same quarter 2024. Money Market accounts increased $40.0 million in the first quarter 2025 compared to the first quarter 2024. Borrowing costs decreased to $3.0 million in the first quarter 2025 compared to $3.2 million from the first quarter 2024, driven by a $33.1 million in pay down offset by an increase in costs to 4.61% in the first quarter 2025 compared to 4.35% in the first quarter 2024.

Provision for Credit Losses

The provision for credit losses on loans was a recapture of $57 thousand in first quarter 2025 compared to a provision of $289 thousand in the first quarter 2024 as credit quality continues to remain strong.

The provision for credit losses on investments was a charge of $636 thousand in the current quarter. There was no provision for investments in the first quarter of 2024. The reserve is related to one corporate debt security as discussed above.

Non-Interest Income

Non-interest income was $8.9 million in the first quarter 2025 compared to $8.4 million in the same quarter 2024. Wealth management income grew 6.7% to $3.9 million compared to $3.7 million in the first quarter 2024. Non-brokerage assets under management grew 6.0% or $300 million to $2.8 billion from $2.5 billion in the first quarter 2025 compared to the previous year driven by higher security valuations. Mortgage banking income increased $199 thousand in the first quarter 2025 compared to the first quarter 2024 driven by higher gains on sale of loans. Customer derivative income increased $212 thousand in the first quarter 2025 driven by an increase in dollars and volume on customer swaps due to the interest rate environment. Increases were offset by a $185 thousand or 5% decrease in customer service fees driven by lower non-sufficient funds fees and interchange income.

Non-Interest Expense

Non-interest expenses increased $1.2 million to $24.7 million in the first quarter 2025 compared to $23.5 million in the first quarter 2024 driven by a 4% increase or $485 thousand increase in salaries and benefits driven by cost of living increases and losses on sales of premises and equipment of $90 thousand in the current quarter driven by outdated ATMs. Acquisition, conversion expenses increased $219 thousand driven by merger agreement entered into in the first quarter of 2025. Outside services increased $144 thousand driven by an increase in recruiting fees in the first quarter 2025 compared to the first quarter 2024. Professional services increased $192 thousand driven by consulting fees for technology infrastructure enhancements other projects.

Income Tax Expense

Income tax expense was $2.5 million in the first quarter 2025, compared to $2.6 million in the first quarter 2024.

Liquidity and Cash Flows

Liquidity is measured by our ability to meet short-term cash needs at a reasonable cost or minimal loss. We seek to obtain favorable sources of liabilities and to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. Besides serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs. Many factors affect our ability to meet liquidity needs, including variations in the markets served by our network of offices, mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions.

The Bank actively manages its liquidity position through target ratios established under its Asset-Liability Management Policy. Continual monitoring of these ratios, by using historical data and through forecasts under multiple rate and stress scenarios, allows the Bank to employ strategies necessary to maintain adequate liquidity. The Bank's policy is to maintain a liquidity position of at least 8% of total assets. A portion of the Bank’s deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’s liquidity position tightens.

As of March 31, 2025, available same-day liquidity totaled approximately $1.0 billion, including cash, borrowing capacity at FHLB and the Federal Reserve Discount Window and various lines of credit. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from our amortizing securities and loan portfolios. As of March 31, 2025, we had unused borrowing capacity at the FHLB of $359.1 million, unused borrowing capacity at the Reserve Bank of $103.8 million and unused lines of credit totaling $41.0 million, in addition to $88.1 million in cash.

The Bank maintains a liquidity contingency plan approved by the Bank’s Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to us. Our management believes the level of liquidity is sufficient to meet current and future funding requirements. However, changes in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on our liquidity position.

Capital Resources

Please refer to “Comparison of Financial Condition at March 31, 2025 and December 31, 2024 - Equity” for a discussion of shareholders’ equity together with Note 6 - “Capital Ratios and Shareholders’ Equity” in the unaudited consolidated financial statements. Additional information about regulatory capital is contained in the notes to the consolidated financial statements and in our most recent Form 10-K.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share as approved by our Board of Directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Historically, and a practice we intend to continue, our principal cash expenditure is the payment of dividends on our common stock, if as and when declared by our Board of Directors. Dividends were paid to our shareholders in the aggregate amount of $4.5 million and $4.2 million for the three months ended March 31, 2025 and 2024, respectively. All dividends declared and distributed by us will be in compliance with applicable state corporate law and regulatory requirements.

Off-Balance Sheet Arrangements

We are, from time to time, a party to certain off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that may be material to investors.

Our off-balance sheet arrangements are limited to standby letters of credit whereby the Bank guarantees the obligations or performance of certain customers. These letters of credit are sometimes issued in support of third-party debt. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and such letters of credit are subject to the same origination, portfolio maintenance and management procedures in effect to monitor other credit products. The amount of collateral obtained, if deemed necessary by the Bank upon issuance of a standby letter of credit, is based upon management's credit evaluation of the customer.

Our off-balance sheet arrangements have not changed materially since previously reported in our Form 10-K.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 – “Basis of Presentation - Recent Accounting Pronouncements” of the Consolidated Financial Statements in this Form 10-Q and Note 1 - “Summary of Significant Accounting Policies” of the Consolidated Financial Statements to our Form 10-K.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements were prepared in accordance with GAAP and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in Note 1—“Summary of Significant Accounting Policies” of the Consolidated Financial Statements to our Form 10-K. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in the Consolidated

Financial Statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the Consolidated Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our Consolidated Financial Statements are presented in the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” included in our Form 10-K. There have been no significant changes in our application of critical accounting policies and estimates since December 31, 2024. Refer to Note 1 – “Basis of Presentation - Recent Accounting Pronouncements” of the consolidated financial statements for discussion of accounting pronouncements issued but yet to be adopted and implemented.

SELECTED FINANCIAL DATA

The following summary data is based in part on the unaudited consolidated financial statements and accompanying notes and other information appearing elsewhere in this Form 10-Q or prior SEC filings.

(1) Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Form 10-Q for additional information.

(2) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(3) Fully taxable equivalent considers the impact of tax-advantaged investment securities and loans.

(4) Earning assets includes non-accruing loans and interest-bearing deposit with other banks. Securities are valued at amortized cost.

(5) Current quarter annualized.

CONSOLIDATED LOAN AND DEPOSIT ANALYSIS (UNAUDITED)

The following tables present the quarterly trend in loans by collateral type and deposits and accompanying growth rates as of March 31, 2025 on an annualized basis:

LOAN ANALYSIS

(in thousands, except ratios)

DEPOSIT ANALYSIS

(in thousands, except ratios)

55

AVERAGE BALANCES AND AVERAGE YIELDS/RATES (UNAUDITED)

The following tables present average balances and average yields and rates on an annualized fully taxable equivalent basis for the periods included:

(in thousands, except ratios)

(1) The average balances of loans include non-accrual loans and unamortized deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost.

(3) Fully taxable equivalent considers the impact of tax-advantaged securities and loans.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

The following reconciliation table provides a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures:

(in thousands)

(in thousands)

(1) Assumes a marginal tax rate of 24.26% in the first quarter of 2025 and 24.01% for the first quarter 2024.

(2) Non-GAAP financial measure.

(3) Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. Tangible assets is computed by taking total assets less the intangible assets at period-end.

(4) All performance ratios are based on average balance sheet amounts, where applicable.

(5) Efficiency ratio is computed by dividing core non-interest expense net of franchise taxes and intangible amortization divided by core revenue on a fully taxable equivalent basis.

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The most significant market risk that affects us is interest rate risk. Other types of market risk do not arise in the normal course of our business activities.

The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee, or ALCO, chaired by the Bank’s Chief Financial Officer and composed of various members of the Bank’s senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk.

Interest Rate Risk

Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities. Management’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the Bank’s balance sheet. The objectives in managing the Bank's balance sheet are to preserve the sensitivity of net interest income to actual or potential changes in interest rates, and to enhance profitability through strategies that promote sufficient reward for understood and controlled risk.

The Bank’s interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of balance sheet and off-balance sheet instruments as each relate to current and potential changes in interest rates. The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios. Interest rate risk is evaluated in depth on a quarterly basis and reviewed by ALCO and the Bank’s Board of Directors.

The Bank's Asset Liability Management Policy, approved annually by the Bank’s Board of Directors, establishes interest rate risk limits in terms of variability of net interest income under rising, flat, and decreasing rate scenarios. It is the role of the ALCO to evaluate the overall risk profile and to determine actions to maintain and achieve a posture consistent with policy guidelines.

Interest Rate Sensitivity Modeling:

The Bank utilizes an interest rate risk model widely recognized in the financial industry to monitor and measure interest rate risk. The model simulates the behavior of interest income and expense for all balance sheet and off-balance sheet instruments, under different interest rate scenarios together with a dynamic future balance sheet. Interest rate risk is measured in terms of potential changes in net interest income based upon shifts in the yield curve.

The interest rate risk sensitivity model requires that assets and liabilities be broken down into components as to fixed, variable, and adjustable interest rates, as well as other homogeneous groupings, which are segregated as to maturity and type of instrument. The model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. The model uses contractual re-pricing dates for variable products, contractual maturities for fixed rate products, and product-specific assumptions for deposit accounts, such as money market accounts, that are subject to re-pricing based on current market conditions. Re-pricing margins are also determined for adjustable rate assets and incorporated in the model. Investment securities and borrowings with option provisions are examined on an individual basis in each rate environment to estimate the likelihood of exercise. Prepayment assumptions for mortgage loans are calibrated using specific Bank experience while mortgage-backed securities are developed from industry standard models of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions.

The simulation models a parallel and pro rata shift in rates over a 12-month period. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual “rate ramp” and a “rate shock” have on earnings expectations. Our net interest income sensitivity analysis reflects changes to net interest income assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the simulation horizon. Changes in net interest income based upon these simulations are measured against the flat interest rate scenario.

As of March 31, 2025, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was asset sensitive over the one- and two-year horizons.

The following table presents the changes in sensitivities on net interest income for the periods ended March 31, 2025 and 2024:

(in thousands, except ratios)

Assuming short-term and long-term interest rates decline 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will deteriorate over the one year horizon while deteriorating further from that level over the two-year horizon.

Assuming short-term and long-term interest rates increase 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will improve over the one year horizon while improving further from that level over the two-year horizon.

As compared to March 31, 2024, asset sensitivity has increased in both year one and year two.

The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

As market conditions vary from those assumed in the sensitivity analysis, actual results may also differ due to: prepayment and refinancing levels deviating from those assumed; the impact of interest rate changes, caps or floors on adjustable rate assets; the potential effect of changing debt service levels on customers with adjustable rate loans; depositor early withdrawals and product preference changes; and other such variables. The sensitivity analysis also does not reflect additional actions that the Bank’s Senior Executive Team and Board of Directors might take in responding to or anticipating changes in interest rates, and the anticipated impact on the Bank’s net interest income.

(a) Disclosure controls and procedures.

Under the supervision and with the participation of our senior management, consisting of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-Q. Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that as of March 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by using our Exchange Act reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as set forth below, there were no material changes to the risk factors discussed in Part I, Item 1A. “Risk Factors” of our Form 10-K.

The Company may fail to realize the anticipated benefits of its previously announced merger with Guaranty Bancorp, Inc.

The Company and Guaranty Bancorp, Inc. (“Guaranty”) entered into an Agreement and Plan of Merger, dated as of March 11, 2025 (the “Merger Agreement”), pursuant to which Guaranty will merge with and into the Company (the “Merger”). The Company and Guaranty have operated independently and will continue to do so until the completion of the Merger. The success of the Merger, including anticipated benefits and cost savings, will depend on, among other things, the Company’s ability to successfully combine the businesses of the Company and Guaranty, including by minimizing any disruptions to the existing customer relationships and business functions of the Company or Guaranty, and avoiding any inconsistencies in standards, controls, procedures and policies. If the Company is not able successfully to achieve these objectives, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the Company’s business, financial condition, operating results and prospects. Among the factors considered by the boards of directors of each of the Company and Guaranty in connection with their respective approvals of the Merger Agreement were the anticipated benefits that could result from the Merger Agreement. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.

Regulatory approvals regarding the Merger may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the Merger Agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant regulatory approval, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party’s regulatory standing or other factors could prevent or delay the receipt of one or more of the required regulatory approvals. Even if granted, the terms and conditions of the approvals may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. Despite the parties’ commitments to use their reasonable best efforts to obtain regulatory approvals, under the terms of the Merger Agreement, the Company and Guaranty will not be required to complete the Merger if any such approval imposes a burdensome condition. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the Merger, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reduce the anticipated benefits of the Merger if the Merger were completed successfully within the expected timeframe. Additionally, the completion of the Merger is subject to the satisfaction or waiver of certain other closing conditions, including the absence of certain orders, injunctions or decrees by any governmental authority that would prohibit or make illegal the completion of the Merger.

Because of the closing conditions in the Merger Agreement and the ability of either the Company or Guaranty to terminate the Merger Agreement in specific instances, there can be no assurance when or if the Merger will be completed.

The Merger Agreement is subject to a number of conditions that must be satisfied or waived to complete the Merger. Those conditions include, among other things, (i) the accuracy of the other party’s representations and warranties, subject to certain materiality standards, including the accuracy of the other party’s representation and warranty of the absence of a material adverse effect on the other party, (ii) the other party’s performance in all material respects of its obligations under the Merger Agreement, (iii) the approval of the Merger Agreement and the transactions contemplated thereby by Guaranty shareholders, (iv) the absence of any proceeding in connection with, or that could prevent, delay, make illegal or interfere with, any of the transactions contemplated by the Merger Agreement, (v) the receipt of required regulatory approvals, (vi) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (vii) the receipt by each party of an opinion from such party’s counsel to the effect that the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, and (viii) the approval for listing on the NYSE American of the shares of Company common stock issuable in the Merger. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the required Guaranty shareholder approval, or the Company or Guaranty may elect to terminate the Merger Agreement in certain other circumstances, including that Guaranty is permitted to terminate the Merger Agreement if, as of the date regulatory approvals for the Merger are received, the price of the Company’s common stock has both decreased by 20% percent or more and decreased by 20% or more relative to a specified banking index, as more fully described in the Merger Agreement.

The Company and Guaranty will incur transaction and integration costs in connection with the Merger.

Each of the Company and Guaranty has incurred and expects that it will incur significant, nonrecurring costs in connection with consummating the Merger. In addition, the Company will incur integration costs following the completion of the Merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. The Company and Guaranty may also incur additional costs to maintain employee morale and to retain key employees and will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Merger.