The following analysis discusses changes in the financial condition at December
31, 2019 and June 30, 2019 and results of operations for the three and six
months ended December 31, 2019 and 2018, and should be read in conjunction with
the Company's Consolidated Financial Statements (unaudited) and the notes
thereto, appearing in Part I, Item 1 of this quarterly report. These financial
statements should be read in conjunction with the 2019 Consolidated Financial
Statements and notes thereto included in PB Bancorp, Inc.'s Annual Report on
Form 10-K filed with the SEC on September 26, 2019, as amended on October 25,
2019.



Forward-Looking Statements



This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. PB Bancorp intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and is including this statement for purposes of these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of PB Bancorp, are generally
identified by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions. PB Bancorp's ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on the operations
of PB Bancorp and its subsidiary include, but are not limited to, changes in:
interest rates, general economic conditions, legislation and regulations, real
estate values, monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board, the quality and
composition of the loan and investment portfolios, demand for loan products,
cyber-attacks, computer viruses and other technological risks that may breach
the security of our websites or other systems to obtain unauthorized access to
confidential information, destroy data or disable our systems; deposit flows,
competition, demand for financial services in PB Bancorp's market area, the
effect of any federal government shutdown, and accounting principles and
guidelines. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning PB Bancorp and its business,
including additional factors that could materially affect PB Bancorp financial
results, is included in PB Bancorp's filings with the Securities and Exchange
Commission, including the risk factors included in PB Bancorp's Annual Report on
Form 10-K filed with the SEC on September 26, 2019, as amended on October 25,
2019.



                                       29





Except as required by applicable law and regulation, the Company does not
undertake - and specifically disclaims any obligation - to publicly release the
results of any revisions that may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.



Overview



Our profitability is highly dependent on our net interest income, which is the
difference between our interest income on interest-earning assets, such as loans
and securities, and our interest expense on interest-bearing liabilities, such
as deposits and borrowed funds.



Our net income decreased $177,000, or 16.2%, to $913,000, or $0.13 per basic and
diluted share for the three months ended December 31, 2019, compared to net
income of $1.1 million, or $0.15 per basic and diluted share for the three
months ended December 31, 2018. This was due primarily to merger related
expenses of $491,000 for the three months ended December 31, 2019. Net interest
income remained unchanged at $3.7 million for the three months ended December
31, 2019 and December 31, 2018 while non-interest income decreased $66,000, or
9.0% to $669,000, for the three months ended December 31, 2019 from $735,000 for
the three months ended December 31, 2018.  Non-interest expense increased
$142,000, or 4.5% to $3.3 million for the three months ended December 31, 2019
from $3.2 million for the three months ended December 31, 2018. Income tax
expense decreased $34,000, or 16.3% to $174,000 for the three months ended
December 31, 2019 from $208,000 for the three months ended December 31, 2018.
The effective tax rate was 16.0% for the three months ended December 31, 2019
and 16.1% for the three months ended December 31, 2018.



Our net income decreased $612,000, or 24.7%, to $1.9 million, or $0.26 per basic
and diluted share for the six months ended December 31, 2019, compared to net
income of $2.5 million, or $0.34 per basic and diluted share for the six months
ended December 31, 2018. This was due primarily to an increase of $750,000 in
the provision for loan losses. The Company recorded a credit for loan losses of
$600,000 for the six months ended December 31, 2018 compared to a $150,000
provision for loan losses for the six months ended December 31, 2019. Net
interest income increased $141,000, or 1.9% to $7.5 million for the six months
ended December 31, 2019 from $7.4 million for the six months ended December 31,
2018, while non-interest income remained unchanged at $1.4 million for the six
months ended December 31, 2019 and December 31, 2018.  Non-interest expense
increased $149,000, or 2.3% to $6.5 million for the six months ended December
31, 2019 from $6.4 million for the six months ended December 31, 2018. This
included $491,000 in merger related expenses. Income tax expense decreased
$147,000, or 29.2% to $357,000 for the six months ended December 31, 2019 from
$504,000 for the six months ended December 31, 2018. The effective tax rate was
16.0% for the six months ended December 31, 2019 compared to 16.9% for the six
months ended December 31, 2018.



An increase in interest rates will present us with a challenge in managing our
interest rate risk. As a general matter, our interest-bearing liabilities
reprice or mature more quickly than our interest-earning assets, which can
result in interest expense increasing more rapidly than increases in interest
income as interest rates increase. Therefore, increases in interest rates may
adversely affect our net interest income, which in turn would likely have an
adverse effect on our results of operations. As described in "Market Risk," we
expect that our net interest income and our net portfolio value would decrease
as a result of an instantaneous increase in interest rates. We use a variety of
strategies to help manage interest rate risk, as described in "Market Risk".



Unlike larger financial institutions that are more geographically diversified,
our profitability depends primarily on the general economic conditions in
Eastern Connecticut and the Rhode Island and Massachusetts communities adjacent
to Windham County, Connecticut. Local economic conditions have a significant
impact on our commercial real estate and construction and consumer loans, the
ability of the borrowers to repay these loans and the value of the collateral
securing these loans. In addition, changes in economic conditions could result
in increased actual losses or increased losses inherent in our loan portfolio,
either of which could require us to significantly increase the level of our

provision for loan losses.



                                       30




Comparison of Financial Condition at December 31, 2019 and June 30, 2019





Assets



Total assets were $529.5 million at December 31, 2019, a decrease of $8.6
million, or 1.6%, from $538.0 million at June 30, 2019. Cash and cash
equivalents increased $13.0 million, or 50.6%, to $38.7 million at December 31,
2019 compared to $25.7 million at June 30, 2019. The increase was due to
accumulating additional funds from maturing securities, loan pay-offs and an
increase in deposits for upcoming loan closings. Investments in held-to-maturity
securities decreased $10.2 million, or 16.1%, to $53.2 million at December 31,
2019 compared to $63.5 million at June 30, 2019 and investments in
available-for-sale securities decreased $3.7 million, or 9.5%, to $35.2 million
at December 31, 2019 compared to $38.9 million at June 30, 2019. The Company
used excess cash, as well as cash flows from investments to assist in repaying
higher cost borrowings. Net loans outstanding decreased $7.4 million, or 2.0%,
to $370.6 million at December 31, 2019 from $378.0 million at June 30, 2019.
This was primarily due to a decrease in residential loans of $9.6 million, or
4.3%, to $211.9 million at December 31, 2019 compared to $221.5 million at June
30, 2019. Commercial real estate loans increased $1.8 million, or 1.2%, to
$147.5 million at December 31, 2019 compared to $145.7 million at June 30,

2019.



Allowance for Loan Losses



The table below indicates the relationship between the allowance for loan
losses, total loans outstanding and non-performing loans at December 31, 2019
and June 30, 2019. For additional information, see "Comparison of Operating
Results for the three and six months ended December 31, 2019 and 2018 -
Provision for Loan Losses."



                                  December 31,      June 30,
                                      2019            2019
                                    (Dollars in thousands)
Allowance for loan losses        $        3,200     $   3,063
Total loans                             372,789       379,924
Non-performing loans                      3,839         4,228
Allowance/total loans                      0.86 %        0.81 %
Allowance/non-performing loans             83.4 %        72.4 %




Liabilities



Total liabilities decreased $9.9 million, or 2.2%, to $443.1 million at December
31, 2019 from $453.0 million at June 30, 2019. Total deposits decreased $1.4
million, or 0.4%, to $382.5 million at December 31, 2019 from $383.9 million at
June 30, 2019. We experienced a decrease in non-interest-bearing deposits of
$1.0 million, or 1.4%, to $72.7 million at December 31, 2019 compared to $73.8
million at June 30, 2019. Interest-bearing deposits decreased $338,000, or 0.1%
to $309.8 million at December 31, 2019 compared to $310.1 million at June 30,
2019. Total Federal Home Loan Bank borrowings decreased $9.5 million, or 15.3%,
to $52.6 million at December 31, 2019 from $62.1 million at June 30, 2019, as we
required less borrowings to fund our operations. Securities sold under agreement
to repurchase increased $1.3 million, or 165.8% to $2.1 million at December 31,
2019 compared to $804,000 at June 30, 2019.



Stockholders' Equity



Total stockholders' equity increased $1.3 million, or 1.6%, to $86.4 million at
December 31, 2019 from $85.1 million at June 30, 2019 due primarily to net
income of $1.9 million for the six months ended December 31, 2019, offset by
dividends paid totaling $1.0 million.



                                       31




Comparison of Operating Results for the Three and Six Months Ended December 31, 2019 and 2018





Interest and Dividend Income. Interest and dividend income increased $169,000,
or 3.7% to $4.8 million for the three months ended December 31, 2019 compared to
$4.6 million for the three months ended December 31, 2018. The average balance
of interest-earning assets increased $18.1 million, or 3.7%, to $508.9 million
for the three months ended December 31, 2019 from $490.7 million for the three
months ended December 31, 2018. The average yield on interest-earning assets
remained the same for the three months ended December 31, 2019 and 2018, at
3.73%.



Interest income on loans increased $204,000, or 5.5% to $3.9 million for the
three months ended December 31, 2019 compared to $3.7 million for the three
months ended December 31, 2018. This was due to an increase in average loans
outstanding and an increase in yield. The average balance of loans increased
$14.7 million, or 4.1%, to $375.3 million for the three months ended December
31, 2019 from $360.6 million for the three months ended December 31, 2018. The
yield on average loans increased six basis points to 4.16% for the three months
ended December 31, 2019 from 4.10% for the three months ended December 31, 2018.



Interest and dividend income on investments decreased $143,000, or 17.5% to
$673,000 for the three months ended December 31, 2019 compared to $816,000 for
the three months ended December 31, 2018. This was due to a decrease in the
average balance of investments of $27.3 million, or 22.3%, to $94.8 million for
the three months ended December 31, 2019 from $122.1 million for the three
months ended December 31, 2018. This was partially offset by an increase in
yield of 17 basis points to 2.82% for the three months ended December 31, 2019
from 2.65% for the three months ended December 31, 2018.



Interest income on other earning assets increased $108,000, or 154.3% to
$178,000 for the three months ended December 31, 2019 compared to $70,000 for
the three months ended December 31, 2018. This was due to an increase in the
average balance of other earning assets of $30.8 million, or 383.3%, to $38.8
million for the three months ended December 31, 2019 from $8.0 million for the
three months ended December 31, 2018. The yield on other earning assets
decreased 164 basis points to 1.82% for the three months ended December 31, 2019
from 3.46% for the three months ended December 31, 2018.



Interest and dividend income increased $552,000, or 6.1% to $9.7 million for the
six months ended December 31, 2019 compared to $9.1 million for the six months
ended December 31, 2018. The average balance of interest-earning assets
increased $19.9 million, or 4.0% to $512.2 million for the six months ended
December 31, 2019 from $492.3 million for the six months ended December 31,
2018. The average yield on interest-earning assets increased to 3.74% for the
six months ended December 31, 2019 from 3.67% for the six months ended December
31, 2018 as a result of increases in market interest rates.



Interest income on loans increased $614,000, or 8.4% to $7.9 million for the six
months ended December 31, 2019 compared to $7.3 million for the six months ended
December 31, 2018. This was due to an increase in average loans outstanding and
an increase in yield. The average balance of loans increased $19.1 million, or
5.4% to $376.2 million for the six months ended December 31, 2019 from $357.0
million for the six months ended December 31, 2018. The yield on average loans
increased 12 basis points to 4.18% for the six months ended December 31, 2019
from 4.06% for the six months ended December 31, 2018 as a result of increases
in market interest rates.



Interest and dividend income on investments decreased $296,000, or 17.6% to $1.4
million for the six months ended December 31, 2019 compared to $1.7 million for
the six months ended December 31, 2018. This was due to a decrease in the
average balance of investments of $27.3 million, or 21.6% to $98.7 million for
the six months ended December 31, 2019 from $126.0 million for the six months
ended December 31, 2018. This was partially offset by an increase in yield of 13
basis points to 2.78% for the six months ended December 31, 2019 from 2.65% for
the six months ended December 31, 2018 as a result of increases in market
interest rates.



Interest income on other earning assets increased $234,000, or 205.3% to
$348,000 for the six months ended December 31, 2019 compared to $114,000 for the
six months ended December 31, 2018. This was due to an increase in the average
balance of other earning assets of $28.1 million, or 304.2%, to $37.3 million
for the six months ended December 31, 2019 from $9.2 million for the six months
ended December 31, 2018. This was partially offset by a decrease in yield of 60
basis points to 1.85% for the six months ended December 31, 2019 from 2.45% for
the six months ended December 31, 2018.





                                       32





Interest Expense. Interest expense increased $172,000, or 19.5% to $1.0 million
for the three months ended December 31, 2019 compared to $881,000 for the three
months ended December 31, 2018. Total average interest-bearing liabilities
increased $13.1 million, or 3.6% to $374.3 million for the three months ended
December 31, 2019 compared to $361.2 million for the three months ended December
31, 2018. The cost of average interest-bearing liabilities increased 15 basis
points to 1.12% for the three months ended December 31, 2019 compared to 0.97%
for the three months ended December 31, 2018.



Interest expense on deposits increased by $206,000, or 35.7%, to $783,000 for
the three months ended December 31, 2019 from $577,000 for the three months
ended December 31, 2018. The average balance of deposits increased $20.2
million, or 6.8%, from $297.1 million for the three months ended December 31,
2018 to $317.3 million for the three months ended December 31, 2019. The cost of
interest-bearing deposits increased 21 basis points to 0.98% for the three
months ended December 31, 2019 from 0.77% for the three months ended December
31, 2018. Interest expense on time deposits increased $188,000, or 40.4%, to
$653,000 for the three months ended December 31, 2019 from $465,000 for the
three months ended December 31, 2018. The average balance of time deposits
increased $17.8 million, or 15.6%, from $114.2 million for the three months
ended December 31, 2018 to $132.0 million for the three months ended December
31, 2019. The cost of time deposits increased to 1.96% for the three months
ended December 31, 2019 from 1.62% for the three months ended December 31, 2018.



Interest expense on borrowings decreased by $34,000, or 11.2%, to $270,000 for
the three months ended December 31, 2019 from $304,000 for the three months
ended December 31, 2018. The rate paid on borrowings remained unchanged at 1.88%
for the three months ended December 31, 2019 and the three months ended December
31, 2018. Average borrowings decreased $7.1 million, or 11.1%, to $57.0 million
for the three months ended December 31, 2019 from $64.1 million for the three
months ended December 31, 2018. Average Federal Home Loan Bank advances
decreased $6.7 million, or 10.7%, to $55.6 million for the three months ended
December 31, 2019 from $62.3 million for the three months ended December 31,
2018. We have been able to fund loan growth, in part, with an increase in
deposits. The average rate on Federal Home Loan Bank advances decreased one
basis point to 1.92% for the three months ended December 31, 2019 from 1.93% for
the three months ended December 31, 2018. Average other borrowed money decreased
$421,000, or 22.7%, to $1.4 million for the three months ended December 31, 2019
from $1.8 million for the three months ended December 31, 2018.



Interest expense increased $411,000, or 23.6% to $2.1 million for the six months
ended December 31, 2019 compared to $1.7 million for the six months ended
December 31, 2018. Total average interest-bearing liabilities increased $14.6
million, or 4.0% to $378.1 million for the six months ended December 31, 2019
compared to $363.5 million for the six months ended December 31, 2018. The cost
of average interest-bearing liabilities increased 18 basis points to 1.13% for
the six months ended December 31, 2019 compared to 0.95% for the six months
ended December 31, 2018.



Interest expense on deposits increased by $453,000, or 39.9%, to $1.6 million
for the six months ended December 31, 2019 from $1.1 million for the six months
ended December 31, 2018. The average balance of deposits increased $19.2
million, or 6.4%, to $318.0 million for the six months ended December 31, 2019
from $298.7 million for the six months ended December 31, 2018. The cost of
interest-bearing deposits increased 24 basis points to 0.99% for the six months
ended December 31, 2019 from 0.75% for the six months ended December 31, 2018.
Interest expense on time deposits increased $414,000, or 45.4%, to $1.3 million
for the six months ended December 31, 2019 from $912,000 for the six months
ended December 31, 2018. The average balance of time deposits increased $19.4
million, or 17.0%, to $133.6 million for the six months ended December 31, 2019
from $114.2 million for the six months ended December 31, 2018. The cost of time
deposits increased to 1.97% for the six months ended December 31, 2019 from
1.58% for the six months ended December 31, 2018.



Interest expense on borrowings decreased by $42,000, or 6.9%, to $566,000 for
the six months ended December 31, 2019 from $608,000 for the six months ended
December 31, 2018. The rate paid on borrowings increased one basis point to
1.87% for the six months ended December 31, 2019 from 1.86% for the six months
ended December 31, 2018. Average borrowings decreased $4.6 million, or 7.1%, to
$60.1 million for the six months ended December 31, 2019 from $64.7 million for
the six months ended December 31, 2018. Average Federal Home Loan Bank advances
decreased $4.3 million, or 6.8%, to $58.1 million for the six months ended
December 31, 2019 from $62.4 million for the six months ended December 31, 2018.
We have been able to fund loan growth, in part, with an increase in deposits.
The average rate on Federal Home Loan Bank advances remained unchanged at 1.93%
for the six months ended December 31, 2019 and for the six months ended December
31, 2018. Average other borrowed money decreased $344,000, or 14.5%, to $2.0
million for the six months ended December 31, 2019 from $2.4 million for the six
months ended December 31, 2018.



                                       33





Net Interest Income. Net interest income remained unchanged at $3.7 million for
the three months ended December 31, 2019 and December 31, 2018. Our interest
rate spread decreased to 2.61% for the three months ended December 31, 2019 from
2.76% for the three months ended December 31, 2018 and our net interest-earning
assets increased $5.0 million, or 3.9%. Our net interest margin decreased to
2.91% for the three months ended December 31, 2019 from 3.02% for the three
months ended December 31, 2018.



Net interest income increased $141,000, or 1.9%, to $7.5 million for the six
months ended December 31, 2019 from $7.4 million for the six months ended
December 31, 2018. Our interest rate spread decreased to 2.61% for the six
months ended December 31, 2019 from 2.72% for the six months ended December 31,
2018 and our net interest-earning assets increased $5.3 million, or 4.1%. Our
net interest margin decreased to 2.90% for the six months ended December 31,
2019 from 2.97% for the six months ended December 31, 2018.



Provision for Loan Losses. There was no provision for loan loss for the three months ended December 31, 2019 and December 31, 2018.


Provision for loan losses increased $750,000 to $150,000 for the six months
ended December 31, 2019 from a credit provision of $600,000 for the six months
ended December 31, 2018. This was due primarily to $521,000 in net recoveries
for the six months ended December 31, 2018.



Non-interest Income. Non-interest income decreased $66,000, or 9.0%, to $669,000
for the three months ended December 31, 2019 compared to $735,000 for the three
months ended December 31, 2018. This was primarily due to an increase of $30,000
in other-than-temporary impairment losses on debt securities and decreases in
fees for service of $19,000 and gain on sales of oreo of $17,000.



Non-interest income remained unchanged at $1.4 million for the six months ended
December 31, 2019 and December 31, 2018. This included an increase of $77,000 in
other-than-temporary impairment losses on debt securities and increases in gain
on sale of other real estate owned of $59,000 and net commissions from brokerage
services of $40,000.



Non-interest Expense. Non-interest expense increased $142,000, or 4.5% to $3.3
million for the three months ended December 31, 2019 compared to $3.2 million
for the three months ended December 31, 2018. Salaries and benefits expense
decreased $186,000, or 9.6% to $1.8 million for the three months ended December
31, 2019 from $1.9 million for the three months ended December 31, 2018. This
was primarily due to decreases in bonus expense of $98,000 and profit sharing
expense of $145,000. This was partially offset by an increase in salary expense
of $33,000. Occupancy and equipment expense increased $2,000, or 0.7% to
$292,000 for the three months ended December 31, 2019 from $290,000 for the
three months ended December 31, 2018. All other non-interest expense, consisting
primarily of data processing expense, Federal Deposit Insurance Corporation
deposit insurance, merger related expenses, professional fees and marketing
expense increased by $326,000, or 34.8%, to $1.3 million for the three months
ended December 31, 2019 from $937,000 for the three months ended December 31,
2018. This was primarily due to $491,000 in merger related expenses during the
three months ended December 31, 2019. This was partially offset by decreases in
FDIC insurance expense of $35,000 and investor related expenses of $31,000.



Non-interest expense increased $149,000, or 2.3% to $6.5 million for the six
months ended December 31, 2019 compared to $6.4 million for the six months ended
December 31, 2018. Salaries and benefits expense decreased $51,000, or 1.3% to
$3.8 million for the six months ended December 31, 2019 from $3.9 million for
the six months ended December 31, 2018. Occupancy and equipment expense
increased $3,000, or 0.5% to $603,000 for the six months ended December 31, 2019
from $600,000 for the six months ended December 31, 2018. All other non-interest
expense, consisting primarily of data processing expense, Federal Deposit
Insurance Corporation deposit insurance, merger related expenses, professional
fees and marketing expense increased by $197,000, or 10.3%, to $2.1 million for
the six months ended December 31, 2019 from $1.9 million for the six months
ended December 31, 2018. This was primarily due to $491,000 in merger related
expenses during the six months ended December 31, 2019. This was offset by
decreases in write-downs on other real estate owned of $91,000 and FDIC
insurance expense of $74,000.



                                       34





Tax Expense. Income tax expense decreased by $34,000, or 16.3% to $174,000 for
the three months ended December 31, 2019 from $208,000 for the three months
ended December 31, 2018. Our effective tax rate was 16.0% for the three months
ended December 31, 2019 and 16.1% for the three months ended December 31, 2018.
Tax expense is based on a year-to-date basis at a forecasted effective rate. The
effective tax rates differed from the statutory tax rate due to the
dividends-received deduction applicable to certain securities in our investment
portfolio, tax-exempt municipal income and non-taxable bank-owned life insurance
income.



Income tax expense decreased by $147,000, or 29.2% to $357,000 for the six
months ended December 31, 2019 from $504,000 for the six months ended December
31, 2018. Our effective tax rate was 16.0% for the six months ended December 31,
2019 compared to 16.9% for the six months ended December 31, 2018. Tax expense
is based on a year-to-date basis at a forecasted effective rate. The effective
tax rates differed from the statutory tax rate due to the dividends-received
deduction applicable to certain securities in our investment portfolio,
tax-exempt municipal income and non-taxable bank-owned life insurance income.



                                       35





Average Balances and Yields



The following tables set forth average balance sheets, average yields and costs,
and certain other information for the periods indicated. No tax-equivalent yield
adjustments were made, as the effect thereof was not material. All average
balances are daily average balances. Non-accrual loans were included in the
computation of average balances, but have been reflected in the table as loans
carrying a zero yield. The yields set forth below include the effect of deferred
fees, discounts and premiums that are amortized or accreted to interest income
or expense. Yields and costs are annualized.



                                                             For the Three Months Ended December 31,
                                                      2019                                             2018
                                   Average          Interest          Yield/        Average          Interest          Yield/
                                   Balance       Income/Expense        Cost

Balance Income/Expense Cost


                                                                     (Dollars in thousands)
Interest-earning assets:
Investment securities             $  94,827     $            673          2.82 %   $ 122,109     $            816          2.65 %
Loans                               375,267                3,935          4.16 %     360,607                3,731          4.10 %
Other earning assets                 38,775                  178          1.82 %       8,023                   70          3.46 %
Total interest-earning assets       508,869                4,786          3.73 %     490,739                4,617          3.73 %
Non-interest-earning assets          28,392                                           30,650
Total assets                      $ 537,261                                        $ 521,389

Interest-bearing liabilities:
NOW accounts                      $  71,413                   67          0.37 %   $  75,142                   72          0.38 %
Savings accounts                     86,642                   18          0.08 %      85,916                   17          0.08 %
Money market accounts                27,187                   45          0.66 %      21,798                   23          0.42 %
Time deposits                       132,033                  653          1.96 %     114,207                  465          1.62 %
Total interest-bearing deposits     317,275                  783          0.98 %     297,063                  577          0.77 %
FHLB advances                        55,585                  269          1.92 %      62,278                  303          1.93 %
Other borrowed money                  1,433                    1          0.28 %       1,854                    1          0.21 %
Total other borowed money            57,018                  270          1.88 %      64,132                  304          1.88 %
Total interest-bearing
liabilities                         374,293                1,053          1.12 %     361,195                  881          0.97 %
Non-interest-bearing demand
deposits                             72,049                                           70,789
Other non-interest-bearing
liabilities                           4,859                                            4,303
Capital accounts                     86,060                                           85,102
Total liabilities and capital
accounts                          $ 537,261                                        $ 521,389

Net interest income                             $          3,733                                 $          3,736
Interest rate spread                                                      2.61 %                                           2.76 %
Net interest-earning assets       $ 134,576                                        $ 129,544
Net interest margin                                                       2.91 %                                           3.02 %
Average earning assets to
average interest-bearing
liabilities                                                             135.95 %                                         135.87 %




                                       36





                                                              For the Six Months Ended December 31,
                                                      2019                                             2018
                                   Average          Interest          Yield/        Average          Interest          Yield/
                                   Balance       Income/Expense        Cost 

Balance Income/Expense Cost


                                                                     (Dollars in thousands)
Interest-earning assets:
Investment securities             $  98,740     $          1,385          2.78 %   $ 126,013     $          1,681          2.65 %
Loans                               376,163                7,920          4.18 %     357,041                7,306          4.06 %
Other earning assets                 37,287                  348          1.85 %       9,224                  114          2.45 %
Total interest-earning assets       512,190                9,653          3.74 %     492,278                9,101          3.67 %
Non-interest-earning assets          28,024                                           28,544
Total assets                      $ 540,214                                        $ 520,822

Interest-bearing liabilities:
NOW accounts                      $  71,012                  134          0.37 %   $  77,132                  146          0.38 %
Savings accounts                     86,082                   36          0.08 %      85,210                   35          0.08 %
Money market accounts                27,214                   91          0.66 %      22,179                   41          0.37 %
Time deposits                       133,648                1,326          1.97 %     114,211                  912          1.58 %
Total interest-bearing deposits     317,956                1,587          0.99 %     298,732                1,134          0.75 %
FHLB advances                        58,089                  565          1.93 %      62,359                  607          1.93 %
Other borrowed money                  2,030                    1          0.10 %       2,374                    1          0.08 %
Total other borrowed money           60,119                  566          1.87 %      64,733                  608          1.86 %
Total interest-bearing
liabilities                         378,075                2,153          1.13 %     363,465                1,742          0.95 %
Non-interest-bearing demand
deposits                             71,697                                           70,287
Other non-interest-bearing
liabilities                           4,603                                            2,154
Capital accounts                     85,839                                           84,916
Total liabilities and capital
accounts                          $ 540,214                                        $ 520,822

Net interest income                             $          7,500                                 $          7,359
Interest rate spread                                                      2.61 %                                           2.72 %
Net interest-earning assets       $ 134,115                                        $ 128,813
Net interest margin                                                       2.90 %                                           2.97 %
Average earning assets to
average interest-bearing
liabilities                                                             135.47 %                                         135.44 %




                                       37





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



                                                              For the Three

Months Ended December 31, 2019


                                                          Compared to the 

Three Months Ended December 31, 2018


                                                                  Increase 

(Decrease) Due to change in


                                                        Rate                       Volume                     Net
                                                                             (In thousands)
INTEREST INCOME
Investment securities                             $             283           $            (426 )       $          (143 )
Loans                                                            51                         153                     204

Other interest-earning assets                                  (222 )      

                330                     108
TOTAL INTEREST INCOME                                           112                          57                     169

INTEREST EXPENSE

NOW accounts                                                     (1 )                        (4 )                    (5 )
Savings accounts                                                  1                           -                       1
Money market accounts                                            15                           7                      22
Time deposits                                                   109                          79                     188
FHLB advances                                                    (2 )                       (32 )                   (34 )
Other borrowed money                                              1                          (1 )                     -
TOTAL INTEREST EXPENSE                                          123                          49                     172

CHANGE IN NET INTEREST INCOME                     $             (11 )      

  $               8         $            (3 )




                                       38







                                                              For the Six

Months Ended December 31, 2019


                                                          Compared to the 

Six Months Ended December 31, 2018


                                                                 Increase (Decrease) Due to change in
                                                       Rate                     Volume                     Net
                                                                            (In thousands)
INTEREST INCOME
Investment securities                             $          221           $            (517 )       $           (296 )
Loans                                                        215                         399                      614

Other interest-earning assets                                (85 )         

             319                      234
TOTAL INTEREST INCOME                                        351                         201                      552

INTEREST EXPENSE

NOW accounts                                                   -                         (12 )                    (12 )
Savings accounts                                               1                           -                        1
Money market accounts                                         39                          11                       50
Time deposits                                                243                         171                      414
FHLB advances                                                  -                         (42 )                    (42 )
Other borrowed money                                           -                           -                        -
TOTAL INTEREST EXPENSE                                       283                         128                      411

CHANGE IN NET INTEREST INCOME                     $           68          

$              73         $            141






                                       39




Market Risk, Liquidity and Capital Resources





Market Risk



The majority of our assets and liabilities are monetary in nature. Consequently,
our most significant form of market risk is interest rate risk ("IRR"). Our
assets, consisting primarily of mortgage loans, have longer maturities than our
liabilities, consisting primarily of deposits and other borrowings. As a result,
a principal part of our business strategy is to manage IRR and reduce the
exposure of our net interest income ("NII") to changes in market interest rates.
Accordingly, our Board of Directors has established an Asset/Liability
Management Committee, which is responsible for evaluating the IRR inherent in
our assets and liabilities, for determining the level of risk that is
appropriate given our business strategy, operating environment, capital,
liquidity and performance objectives, and for managing this risk consistent with
the guidelines approved by the Board of Directors. With the assistance of an IRR
management consultant, the committee monitors the level of IRR on a regular
basis and generally meets at least on a quarterly basis to review our
asset/liability policies and IRR position.



We have sought to manage our IRR in order to minimize the exposure of our
earnings and capital to changes in interest rates. As part of our ongoing
asset/liability management, we currently use the following strategies to manage
our IRR: (i) using alternative funding sources, such as advances from the
Federal Home Loan Bank of Boston, to "match fund" certain investments and/or
loans; (ii) continued emphasis on increasing core deposits; (iii) offering
adjustable rate and shorter-term home equity loans, commercial real estate
loans, construction loans and commercial and industrial loans; (iv) offering a
variety of consumer loans, which typically have shorter-terms; and (v) investing
in mortgage-backed securities with variable rates or fixed rates with shorter
durations. Shortening the average maturity of our interest-earning assets by
increasing our investments in shorter-term loans and securities, as well as
loans and securities with variable rates of interest, helps to better match the
maturities and interest rates of our assets and liabilities, thereby reducing
the exposure of our NII to changes in market interest rates.



Net interest income at-risk measures the risk of a decline in earnings due to
potential short-term and long- term changes in interest rates. The table below
represents an analysis of our IRR as measured by the estimated changes in NII,
resulting from an instantaneous and sustained parallel shift in the yield curve
(+100 and +200 basis points) at December 31, 2019 and June 30, 2019.



                               Net Interest Income At-Risk
                             Estimated Increase (Decrease)   Estimated Increase (Decrease)
 Change in Interest Rates               in NII                          in NII
      (Basis Points)               December 31, 2019                 June 30, 2019
           +200                         (0.80%)                          0.90%
           +100                          0.60%                           1.60%
           -100                         (3.60%)                         (4.30%)
           -200                         (7.60%)                         (9.40%)




Net Portfolio Value Simulation Analysis. We compute the amounts by which the net
present value of our cash flows from assets, liabilities and off-balance sheet
items (the institution's net portfolio value or "NPV") would change in the event
of a range of assumed changes in market interest rates. A basis point equals
one-hundredth of one percent, and 200 basis points equals two percent, an
increase in interest rates from 3% to 5% would mean, for example, a 200 basis
point increase in the "Change in Interest Rates" column below.



                                       40





The table below sets forth, at December 31, 2019, the estimated changes in our
net portfolio value that would result from the designated instantaneous changes
in the United States Treasury yield curve based on information produced by an
external consultant. This data is for Putnam Bank only and does not include any
yield curve changes in the assets of PB Bancorp, Inc.



                                                                                     NPV as a Percentage of Present
                                                                                          Value of Assets (3)

 Change in                             Estimated Increase (Decrease) in                                     Increase
  Interest
   Rates           Estimated                          NPV                                                  (Decrease)
   (basis
points) (1)         NPV (2)              Amount                 Percent    

     NPV Ratio (4)           (basis points)
    +300         $       63,523     $         (18,538 )              -22.59 %              13.30 %                  (250 )
    +200         $       70,928     $         (11,133 )              -13.57 %              14.40 %                  (140 )
    +100         $       77,631     $          (4,430 )               -5.40 %              15.40 %                   (40 )
     0           $       82,061     $               -                  0.00 %              15.80 %                     0
    -100         $       83,883     $           1,822                  2.22 %              15.80 %                     0
    -200         $       86,185     $           4,124                  5.03 %              15.90 %                    10







(1) Assumes an instantaneous uniform change in interest rates at all maturities.

(2) NPV is the discounted present value of expected cash flows from assets,

liabilities and off-balance sheet contracts.

(3) Present value of assets represents the discounted present value of incoming

cash flows on interest-earning assets.

(4) NPV ratio represents NPV divided by the present value of assets.






The preceding analysis does not represent actual forecasts and should not be
relied upon as being indicative of expected operating results. These
hypothetical estimates are based upon numerous assumptions, which are subject to
change, including: the nature and timing of interest rate levels, the yield
curve shape, prepayments on loans and securities, deposit decay rates, pricing
decisions on loans and deposits, reinvestment/replacement of asset and liability
cash flows, and others. Also, as market conditions vary, prepayment/refinancing
levels will likely deviate from these assumed, the varying impact of interest
rate changes on caps and floors embedded in adjustable rate loans, early
withdrawal of deposits, changes in product preferences, and other
internal/external variables.



Liquidity



The term liquidity refers to the ability of the Company and the Bank to meet
current and future short-term financial obligations. The Company and the Bank
further define liquidity as the ability to generate adequate amounts of cash to
fund loan originations, deposit withdrawals and operating expenses. Liquidity
management is both a daily and long-term function of business management. The
Bank's primary sources of liquidity are deposits, scheduled amortization and
prepayments of loan principal and mortgage-related securities, and Federal Home
Loan Bank of Boston borrowings. The Bank can borrow funds from the Federal Home
Loan Bank of Boston based on eligible collateral of loans and securities. The
Bank had Federal Home Loan Bank of Boston borrowings as of December 31, 2019 of
$52.6 million, with unused borrowing capacity of $45.7 million. The Bank has an
internal limit of wholesale borrowings to total assets ratio of 30.0%. As of
December 31, 2019, the ratio of wholesale borrowings to total assets was 12.3%.



The Bank's primary investing activities are the origination of loans and the
purchase of investment securities. During the six months ended December 31,
2019, the Bank's net loan principal repayments were $8.8 million compared to net
loan originations of $16.8 million for the six months ended December 31, 2018.
There were no security purchases during the six months ended December 31, 2019
and 2018. There were $2.0 million in loan purchases for the six months ended
December 31, 2019 compared to no loan purchases for the six months ended
December 31, 2018.



Loan repayments and maturing investment securities are a relatively predictable
source of funds. However, deposit flows, calls of investment securities and
prepayments of loans and mortgage-backed securities are strongly influenced by
interest rates, general and economic conditions and competition in the
marketplace. These factors reduce the predictability of the timing of these
sources of funds. Deposit flows are affected by the level of interest rates, by
the interest rates and products offered by competitors and by other factors. The
Bank monitors its liquidity position frequently and anticipates that it will
have sufficient funds to meet its current funding commitments.



                                       41





Certificates of deposit totaled $129.5 million at December 31, 2019. The Bank
relies on competitive rates, customer service and long-standing relationships
with customers to retain deposits. Based on the Bank's experience with deposit
retention and current retention strategies, management believes that, although
it is not possible to predict with certainty future terms and conditions upon
renewal, a significant portion of such deposits will remain with the Bank.



Federal banking regulations require a minimum ratio of common equity Tier 1
capital to risk-weighted assets of 4.5%, a minimum ratio of Tier 1 capital to
risk-weighted assets of 6% and a minimum leverage ratio of 4% for all banking
organizations. Additionally, community banking institutions must maintain a
capital conservation buffer of common equity Tier 1 capital, Tier 1 capital or
Total capital in an amount greater than 2.5% of total risk-weighted assets to
avoid being subject to limitations on capital distributions and discretionary
bonuses. Due to our asset size, the Company is not subject to capital
requirements.



As of December 31, 2019, the most recent notification from the Federal Reserve
Bank of Boston, categorized the Bank as "well-capitalized" under the regulatory
framework for prompt corrective action. There are no conditions or events since
that notification that management believes would change our category. The
following table shows the Bank's required minimum capital ratios in order to be
considered well-capitalized and the actual capital ratios as of December 31,
2019 and June 30, 2019.



                                Required       Actual      Actual
                                 Ratio         Amount       Ratio
                                          (in thousands)
December 31, 2019
Tier 1 Leverage                      5.00 %   $ 67,620       12.86 %
Common Equity Tier 1 Capital         6.50       67,620       18.79
Tier 1 Risk-based Capital            8.00       67,620       18.79
Total Capital                       10.00       70,854       19.69

June 30, 2019
Tier 1 Leverage                      5.00 %   $ 65,318       12.57 %
Common Equity Tier 1 Capital         6.50       65,318       17.69
Tier 1 Risk-based Capital            8.00       65,318       17.69
Total Capital                       10.00       68,417       18.53



Off-Balance Sheet Arrangements





In addition to the normal course of operations, we engage in a variety of
financial transactions that, in accordance with generally accepted accounting
principles are not recorded in our financial statements. These transactions
involve, to varying degrees, elements of credit, interest rate, and liquidity
risk. Such transactions are used primarily to manage customers' requests for
funding and take the form of loan commitments, lines of credit, and letters

of
credit.


For the six months ended December 31, 2019, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.





                                       42

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