UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

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

For the year ended December 31, 2019.2020.

OR

 

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

For the transition period from _______________ to _______________.

Commission file number: 001-38778

 

1895 BANCORP OF WISCONSIN, INC.

(Exact name of registrant as specified in its charter)

 

 Federal

Federal83-3078306

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

Identification No.)

7001 West Edgerton Avenue

Greenfield, Wisconsin

53220

(Address of principal executive offices)

(Zip Code)

Registrant'sRegistrant’s telephone number, including area code: (414) 421-8200

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

 

Common stock, par value $0.01 per share

BCOW

The NASDAQ Stock Market, LLC

(Title of each class)

(Trading Symbol)

(Name of each exchange on which

registered)

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES      NO

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES      NO  

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

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

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

TheAs of December 31, 2020, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last saleclosing sales price as reported on January 9, 2019, the first date of trading in the common stock,NASDAQ Capital Market was approximately $21.1$21.2 million.

As of March 30, 2020,24, 2021, there were 4,876,6774,851,901 issued and outstanding shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

(1) Proxy Statement for the 2020 Annual Meeting of Stockholders of the Registrant (Part III).

 

 

 


TABLE OF CONTENTS

 

Item Number

 

Page Number

Item Number  Page Number 

PART I

PART I

PART I 

1.

Business

3

 Business   3 

1A.

Risk Factors

37

 Risk Factors`   33 

1B.

Unresolved Staff Comments

46

 Unresolved Staff Comments   47 

2.

Properties

46

 Properties   47 

3.

Legal Proceedings

47

 Legal Proceedings   47 

4.

Mine Safety Disclosures

47

 Mine Safety Disclosures   47 

PART II

PART II

PART II 

5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

48

 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   48 

6.

Selected Financial Data

48

 Selected Financial Data   48 

7.

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

48

 Management’s Discussion and Analysis of Financial Condition and Results of Operations   48 

7A.

Quantitative and Qualitative Disclosures About Market Risk

61

 Quantitative and Qualitative Disclosures About Market Risk   60 

8.

Financial Statements and Supplementary Data

61

 Financial Statements and Supplementary Data   60 

9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

61

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure   60 

9A.

Controls and Procedures

61

 Controls and Procedures   60 

9B.

Other Information

61

 Other Information   60 

PART III

PART III

PART III 

10.

Directors, Executive Officers and Corporate Governance

62

 Directors, Executive Officers and Corporate Governance   61 

11.

Executive Compensation

62

 Executive Compensation   61 

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

62

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   61 

13.

Certain Relationships and Related Transactions, and Director Independence

62

 Certain Relationships and Related Transactions, and Director Independence   61 

14.

Principal Accountant Fees and Services

62

 Principal Accountant Fees and Services   62 

PART IV

PART IV

PART IV 

15.

Exhibits and Financial Statement Schedules

63

 Exhibits and Financial Statement Schedules   63 

16.

Form 10-K Summary

64

 Form 10-K Summary   64 

Consolidated Financial Statements

F-1

 Consolidated Financial Statements   F-2 

 

 



EXPLANATORY NOTE

1895 Bancorp of Wisconsin, Inc. (the “Company,” “we” or “our”) was formed in January 2019 to serve as the mid-tier stock holding company for PyraMax Bank, FSB (“PyraMax Bank”) upon the reorganization of PyraMax Bank into the two-tier mutual holding company structure. The reorganization was completed on January 8, 2019. Prior to January 8, 2019, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the audited financial statements contained in this Annual Report on Form 10-K relate solely to PyraMax Bank for any period prior to January 8, 2019.

PART I

ITEM 1. Business

FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

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

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

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.  We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report.

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

conditions relating to the COVID-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected;

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

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

our ability to access cost-effective funding;

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

demand for loans and deposits in our market area;


 

demand for loans and deposits in our market area;

our ability to implement and change our business strategies;

competition among depository and other financial institutions;

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

adverse changes in the securities or secondary mortgage markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, and capital requirements including as a result of Basel III;and insurance premiums;

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the implementing regulations;

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

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

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

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

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

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

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

changes in consumer spending, borrowing and savings habits;

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

our ability to retain key employees;

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

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

Additionally, the outbreak of COVID-19 will continue to adversely impact a broad range of industries in which our customers operate and impair their ability to fulfill their financial obligations to us. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.

Notwithstanding any actions by national, state and local governments to mitigate the impact of COVID-19 or by us to address the adverse impacts of COVID-19, there can be no assurance that any of the foregoing activities will be successful in mitigating or preventing significant adverse effects on our business. We may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the CARES Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to continue to have a material impact on our operations. On December 27, 2020, the Relief Act became law and provided an additional $284 billion for the PPP, as well as extending the PPP through March 31, 2021. While it is not possible to know the full universe or extent of these impacts as of the date of this filing, we are disclosing potentially material items of which we are aware.

The provisions of the CARES Act included an election to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2020 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for loans that were not more than 30 days past due as of December 31, 2019. We elected to adopt these provisions of the CARES Act. As of December 31, 2020, we had deferrals of $308,000 in interest, escrow and principal payments on $14.1 million in outstanding loans.

The CARES Act authorized the SBA to temporarily guarantee loans under a new loan program called the PPP. As a qualified SBA lender, we were automatically authorized to originate PPP loans. We actively participated in assisting our customers with applications for resources through the program until its closing on August 8, 2020. PPP loans originated

by us have: (a) an interest rate of 1.0%, (b) two-year and five-year loan terms to maturity; and (c) principal and interest payments deferred for ten months after the end date of the borrowers forgiveness period. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. Up to the entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount calculated under the PPP. As of December 31, 2020, we have funded 246 PPP loans totaling $17.2 million.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors.” Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.


BUSINESS OF 1895 BANCORP OF WISCONSIN, INC.

1895 Bancorp of Wisconsin, Inc. was incorporated under federal law on January 8, 2019 as part of the mutual holding company reorganization of PyraMax Bank, for the purpose of becoming the savings and loan holding company of PyraMax Bank. The Company completed its stock offering in connection with the mutual holding company reorganization of PyraMax Bank on January 8, 2019. The Company sold 2,145,738 shares of common stock at $10.00 per share in its subscription offering for gross proceeds of approximately $21.5 million, including 175,528 shares purchased by the Bank’s employee stock ownership plan. In connection with the reorganization, the Company also issued 48,767 shares of common stock to 1895 Bancorp of Wisconsin Community Foundation, Inc. and 2,682,172 shares of common stock to 1895 Bancorp of Wisconsin, MHC, the federally-chartered mutual holding company. Shares of the Company’s common stock began trading on January 9, 2019 on the Nasdaq Capital Market under the trading symbol “BCOW.”

The Company is authorized to pursue business activities permitted by applicable laws and regulations, which may include the acquisition of banking and financial services companies. See “Supervision and Regulation – Holding Company Regulation” for a discussion of the activities that are permitted for savings and loan holding companies. We currently have no understandings or agreements to acquire other financial institutions, although we may determine to do so in the future. We may also borrow funds for reinvestment in PyraMax Bank.

Our cash flow depends on earnings from the investment of the net proceeds we retained from our initial public stock offering that was consummated in January 2019, and any dividends we receive from PyraMax Bank. We neither own nor lease any property, but pay a fee to PyraMax Bank for the use of its premises, equipment and furniture. At the present time, we employ only persons who are officers of PyraMax Bank who also serve as officers of the Company. We use the support staff of PyraMax Bank from time to time and pay a fee to PyraMax Bank for the time devoted to the Company by employees of PyraMax Bank. However, these persons are not separately compensated by the Company. The Company may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF 1895 BANCORP OF WISCONSIN, MHC

1895 Bancorp of Wisconsin, MHC was formed in January 2019 as a federal mutual holding company and will at all times own a majority of the outstanding shares of the Company’s common stock.

1895 Bancorp of Wisconsin, MHC’s principal assets are the common stock of the Company it received in the reorganization and offering and $100,000 cash in initial capitalization, which was contributed by the Company from the net proceeds of the offering. It is expected that the only business activity of 1895 Bancorp of Wisconsin, MHC will be to own a majority of the Company’s common stock. 1895 Bancorp of Wisconsin, MHC will be authorized, however, to engage in any other business activities that are permissible for mutual holding companies under federal law, including investing in loans and securities.

1895 Bancorp of Wisconsin, MHC will neither own nor lease any property, but will instead use the premises, equipment and furniture of PyraMax Bank. It is anticipated that 1895 Bancorp of Wisconsin, MHC will employ only persons who are officers of PyraMax Bank to serve as officers of 1895 Bancorp of Wisconsin, MHC. Those persons will not be separately compensated by 1895 Bancorp of Wisconsin, MHC.

BUSINESS OF PYRAMAX BANK, FSB

General

PyraMax Bank is a stock savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank was established in 1895 as South Milwaukee Savings and Loan Association and has operated continuously in the Milwaukee metropolitan area since that time. In 1993, the bank changed its name to South Milwaukee Savings Bank, S.A. In May 2000, a merger between South Milwaukee Savings Bank and Mitchell Savings Bank officially formed PyraMax Bank, SSB. The bank changed to a federal savings bank charter in 2003, changing its name to PyraMax Bank, FSB.


From our founding in 1895, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts, supplemented with multi-family and commercial real estate loans. In 2007, Richard Hurd was promoted to President and Chief Executive Officer and President of PyraMax Bank. Mr. Hurd began shifting PyraMax Bank’s focus to include more business-oriented products and services. In 2010, PyraMax Bank hired Charles Mauer as its Chief Credit Officer, continuing our increased focus on business-oriented lending. David Ball was hired as President and Chief Operating Officer effective February 2021. In this role he will oversee the daily operations of PyraMax Bank, design and implement business strategies and set comprehensive goals for profitability and growth. Mr. Hurd remains our Chief Executive Officer.

We conduct our operations from our three full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full-service banking office in Ozaukee County Wisconsin. We sold our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin in January 2019. We also closed our leased branch office located at 318 North Water Street, Milwaukee, Wisconsin and our owned branch office at 8001 West National Avenue, West Allis, Wisconsin effective December 31, 2019. We consider our primary lending market area to be Milwaukee, Waukesha and Ozaukee Counties, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans), commercial loans (which includes commercial and industrial loans) and consumer loans. Commercial real estate growth has been the primary source of recent loan growth, and commercial business loan originations have also been emphasized.

Subject to market conditions, we expect to increase our focus on originating commercial real estate and commercial business loans in an effort to continue to diversify our overall loan portfolio, increase the overall yield earned on our loans and assist in managing interest rate risk. We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises, state and municipal securities, asset-backed securities and corporate collateralized mortgage-backed securities. We offer a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. Additionally, we have used borrowings, primarily advances from the Federal Home Loan Bank of Chicago, to fund our operations.

Reflecting our focus on our community, in connection with the offering, in 2019, we established a charitable foundation called 1895 Bancorp of Wisconsin Community Foundation and funded it with $100,000 in cash and 48,767 shares of our common stock, for an aggregate contribution of $587,670 (based on the $10.00 per share offering price). The purpose of this foundation will beis to make contributions to support various charitable organizations operating in our community now and in the future.

PyraMax Bank has one subsidiary, PyraMax Insurance Services LLC, which offers a comprehensive set of insurance and risk management products for personal and business needs.

Our website address is www.pyramaxbank.com.www.pyramaxbank.com. Information on this website should not be considered a part of this report.

Market Area

We conduct our operations from our three full-service banking offices in Milwaukee County, Wisconsin our two full-service banking offices in Waukesha County, Wisconsin and our full-service banking office in Ozaukee County, Wisconsin. We consider our primary lending market area to be southeastern Wisconsin, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Milwaukee County contains a diverse cross section of employment sectors, with a mix of services, manufacturing, wholesale/retail trade, federal and local government, health care facilities and finance-related employment. Milwaukee County had an estimated population of 948,201945,726 in 2018,2019, the most recent year for which information is available.

Milwaukee County is primarily an urban community and is the fortieth wealthiest county in Wisconsin. Our Milwaukee County banking offices are located in more suburban areas, but are still in proximity to downtown Milwaukee.


PyraMax Bank works with the City of Milwaukee and neighborhood housing agencies to support home ownership in all markets in which we operate.

Waukesha County is primarily a suburban community and is the wealthiest county in Wisconsin, with a median household income of $84,331$87,277 from 20142015 to 2018.2019. Waukesha County had an estimated population of 403,072404,198 in 2018.2019. Waukesha County has a diversified economy, including numerous educational institutions and a wide-ranging hospitality industry.

Ozaukee County is the second wealthiest county in Wisconsin, with a median household income of $82,807$85,215 from 20142015 to 2018.2019. Ozaukee County had an estimated population of 89,14789,221 in 2018.2019. Ozaukee County’s economy includes manufacturing, agricultural, healthcare, governmental and trade sectors.

Competition

We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks, FinTechfintech companies and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.

As of June 30, 20192020 (the latest date for which information is available), our market share was 0.68%0.48% of total deposits in FDIC-insured institutions in Milwaukee County, Wisconsin, making us the 16th largest out of 29 banks in Milwaukee County. Our market share was 0.47% of total deposits in FDIC-insured institutions in Waukesha County, Wisconsin, making us the 29th largest out of 34 banks in Waukesha County. Our market share was 1.16% of total deposits in FDIC-insured institutions in Ozaukee County, Wisconsin, making us the 13th largest out of 2715 banks in MilwaukeeOzaukee County.

Lending Activities

Our principal lending activity is in one- to four-family residential real estate loans, commercial real estate loans, commercial loans and consumer loans. Subject to market conditions and our asset-liability analysis, we expect to continue to increase our focus on commercial and commercial real estate loans, in an effort to diversify our overall loan portfolio and increase the overall yield earned on our loans. We compete by focusing on personalized service for consumers as well as businesses. Due to our structure, we are able to move quickly on client requests and are able to price competitively compared to our competitors. Our responsiveness has enabled us to grow and retain our customer base. Additionally, the Milwaukee market has demonstrated strong growth and diversity in the commercial segment. OurWe believe that our focus on Milwaukee, Waukesha and Ozaukee countiesCounties enables us to utilize a limited sales force for maximum results. Our reputation for strong credit underwriting has also allowed us to build a network of smaller banks that purchase participations of loans which exceed our legal lending limit.


Loan Portfolio Composition. The following table sets forth the composition of the loan portfolio at the dates indicated.

 

At December 31,  

  At December 31, 

2019  

2018  

2017  

2016  

2015  

  2020 2019 2018 2017 2016 

Amount 

Percent 

Amount 

Percent  

Amount 

Percent 

Amount 

Percent 

Amount 

Percent 

  Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent 

(Dollars in thousands)

  (Dollars in thousands) 

Residential Real Estate Loans:

 

  

First mortgage

$65,450

21.0%

$108,084

   29.0%

$106,120

31.8%

$103,900

33.0%

$114,077

   36.0%

  $68,968   20.8 $65,450   21.0 $108,084   29.0 $106,120   31.8 $103,900   33.0

Construction

2,041

0.6%

2,097

0.6%

3,358

     1.0%

4,619

1.5%

3,276

     1.0%

   2,954   0.9  2,041   0.6  2,097   0.6  3,358   1.0  4,619   1.5

Commercial Loans:

 

  

Real estate

178,882

57.3%

191,645

   51.4%

156,991

47.1%

144,093

45.7%

137,292

   43.4%

   189,291   57.1  178,882   57.3  191,645   51.4  156,991   47.1  144,093   45.7

Land development

1,623

0.5%

2,187

0.6%

2,687

     0.8%

1,508

     0.5%

2,340

0.8%

   1,492   0.5  1,623   0.5  2,187   0.6  2,687   0.8  1,508   0.5

Other

34,072

10.9%

30,508

8.2%

19,715

5.9%

14,505

4.6%

11,397

3.6%

   46,184   13.9  34,072   10.9  30,508   8.2  19,715   5.9  14,505   4.6

Consumer Loans:

 

  

Home equity and lines of credit

29,691

9.5%

36,154

9.7%

42,344

12.7%

45,162

   14.3%

46,928

   14.8%

   22,348   6.7  29,691   9.5  36,154   9.7  42,344   12.7  45,162   14.3

Other

611

0.2%

1,914

0.5%

2,495

     0.7%

1,225

0.4%

1,301

0.4%

   361   0.1  611   0.2  1,914   0.5  2,495   0.7  1,225   0.4

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total loans receivable

$312,370

100.0%

$372,589

100.0%

$333,710

100.0%

$315,012

100.0%

$316,611

100.0%

  $331,598   100.0 $312,370   100.0 $372,589   100.0 $333,710   100.0 $315,012   100.0

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net deferred loan fees

$304

 

$503

 

$589

 

$519

 

$476

 

  $178   $304   $503   $589   $519  

Less: allowance for loan losses

(2,000)

 

(3,262)

 

(3,093)

 

(3,008)

 

(3,087)

 

   (2,703   (2,000   (3,262   (3,093   (3,008 

 

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

   

 

  

Loans receivable, net

$310,674

 

$369,830

 

$331,206

 

$312,523

 

$314,000

 

  $329,073   $310,674   $369,830   $331,206   $312,523  

 

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

   

 

  


Loan Portfolio Maturities. The following tables set forth certain information at December 31, 20192020 and December 31, 20182019 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The tables do not include any estimate of prepayments that significantly shorten the average loan life and may cause actual repayment experience to differ from that shown below. Demand loans, which are loans having no stated repayment schedule or no stated maturity, are reported as due in one year or less.

 

At December 31, 2019

 

  At December 31, 2020 

Residential
Real Estate
Loans

 

Commercial
Loans

 

Consumer
Loans

 

Total Loans

 

  Residential
Real Estate
Loans
   Commercial
Loans
   Consumer
Loans
   Total Loans 

(Dollars in thousands)

  (Dollars in thousands) 

Amounts due in:

 

        

One year or less

$2,310

$36,596

$5,777

$44,683

  $2,825   $33,895   $8,199   $44,919 

More than one year through five years

10,254

114,211

21,588

146,053

   11,324    137,732    12,094    161,150 

More than five years

54,927

63,770

2,937

121,634

More than five through fifteen years

   29,263    62,093    1,668    93,024 

More than fifteen years

   28,510    3,247    748    32,505 

 

  

 

   

 

   

 

   

 

 

Total

$67,491

$214,577

$30,302

$312,370

  $71,922   $236,967   $22,709   $331,598 

 

  

 

   

 

   

 

   

 

 

 

   At December 31, 2019 
   Residential
Real Estate
Loans
   Commercial
Loans
   Consumer
Loans
   Total Loans 
   (Dollars in thousands) 

Amounts due in:

        

One year or less

  $2,310   $36,596   $5,777   $44,683 

More than one year through five years

   10,254    114,211    21,588    146,053 

More than five through fifteen years

   26,718    59,573    2,090    88,381 

More than fifteen years

   28,209    4,197    847    33,253 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $67,491   $214,577   $30,302   $312,370 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

At December 31, 2018

 

 

Residential
Real Estate
Loans

 

Commercial
Loans

 

Consumer
Loans

 

Total
Loans

 

 

(Dollars in thousands)

Amounts due in:

 

 

 

 

One year or less

$3,186

$19,555

$4,180

$26,921

More than one year through five years

343

105,359

27,471

133,173

More than five years

106,652

99,426

6,417

212,495

 

 

 

 

 

Total

$110,181

$224,340

$38,068

$372,589

 

 

 

 

 

Fixed vs. Adjustable Rate Loans

The following table sets forth the dollar amount of all loans at December 31, 20192020 that are due after December 31, 20202021 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees.

 

Fixed Rates

 

Floating or
Adjustable Rates

 

Total

 

  Fixed Rates   Floating or Adjustable Rates   Total 

(Dollars in thousands)

  (Dollars in thousands) 

Residential real estate loans

$45,518

$19,663

$65,181

  $56,442   $12,655   $69,097 

Commercial loans

144,884

33,097

177,981

   172,920    30,152    203,072 

Consumer loans

4,413

20,111

24,524

   3,029    11,481    14,510 

 

  

 

   

 

   

 

 

Total

$194,815

$72,871

$267,686

  $232,391   $54,288   $286,679 

 

  

 

   

 

   

 

 

As of December 31, 2020, we have extended credit to four customers totaling $8.2 million indexed to the LIBOR. See “Risk Factors - Other Risks Related to Our Business - We will be required to transition from the use of the LIBOR interest rate index in the future.”

One- to four-family Residential Real Estate Lending. At December 31, 2019,2020, we had $65.5$69.0 million of loans secured by one- to four-family residential real estate, representing 21.0%20.8% of our total loan portfolio. We originate both fixed-rate and adjustable-rate one- to four-family residential real estate loans. At December 31, 2019, 70.2%2020, 83.5% of our one- to four-family residential real estate loans were fixed-rate loans, and 29.8%16.5% of such loans were adjustable-rate loans.

Our fixed-rate one- to four-family residential real estate loans typically have terms of 10 to 30 years and are generally underwritten according to Freddie Mac and Fannie Mae guidelines when the loan balance meets such guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed-fixed-rate and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Fannie Mae, which as of December 31, 20192020 was generally $484,350$510,400 for single-family homes in our market area. The maximum conforming loan limits as established by the Fannie Mae will increase to $510,400$548,250 for the year ended December 31, 2020.2021. We sell, on both a servicing-released and servicing-retained basis, our conforming and eligible jumbo fixed-rate one- to four-family residential real estate loans. We also originate loans above the lending limit for conforming


loans, which are referred to as “jumbo loans” that we may retain in our portfolio. Jumbo loans that we originate typically have 15 to 30 year terms and maximum loan-to-value ratios of 80%. At December 31, 2019,2020, we had $6.0$5.8 million in jumbo loans, which represented 8.9%8.4% of our one- to four-family residential real estate loans. Our average loan size for jumbo loans was approximately $426,000$480,000 at December 31, 2019.2020. Generally, all of our one- to four-family residential real estate loans are secured by properties located in southeastern Wisconsin.

We generally limit the loan-to-value ratios of our mortgage loans without private mortgage insurance to 80% of the sales price or appraised value, whichever is lower. Loans where the borrower obtains private mortgage insurance may be made in excess of this limit.

Our adjustable-rate one- to four-family residential real estate loans carry terms to maturity ranging from 10 to 30 years and generally have fixed rates for initial terms of five years, although weyears. We also offer initial terms of three or seven years, and adjust annually thereafter at a margin, which in recent years has been tied to a margin above the applicable treasuryU.S. Treasury rate.The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period, with a lifetime interest rate cap of generally 6% over the initial interest rate of the loan and a rate floor. We typically hold in our loan portfolio our adjustable-rate one- to four-family residential real estate loans.

Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments.

Moreover, the interest rates on most of our adjustable-rate loans do not adjust for up to five years after origination. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest rates.

We do not offer “interest only” mortgage loans on permanent one- to four-family residential real estate loans (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not have a “subprime lending” program for one- to four-family residential real estate loans (i.e., loans that generally target borrowers with weakened credit histories).

Generally, residential mortgage loans that we originate include “due-on-sale”“due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance for the benefit of PyraMax Bank. We also require homeowner’s insurance and fire and casualty insurance and, where circumstances warrant, flood insurance on properties securing real estate loans.

Residential Real Estate Construction Lending. We originate loans to finance the construction of owner occupied one- to four-family residential properties to the prospective homeowners. At December 31, 2019,2020, residential construction loan balances were $2.0$3.0 million, or 0.6%0.9% of our total loan portfolio, with an additional $3.7$5.5 million available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our owner occupied one- to four-family residential construction loans are generally structured as interest-only for 12 months. Construction loan values for one-to four-family residential properties generally will not exceed 80% during the construction phase of the mortgage, however, if private mortgage insurance is obtained we will consider loan-to-value limits up to 95%.

Once the construction project is satisfactorily completed, generally within 12 months, the loan will convert to an amortizing loan for the remaining term of the loan. Upon completion the loan will be evaluated for sale on the secondary market. The interest rate is generally a fixed rate for up to 30 years, or a five- to seven-year adjustable rate mortgage.


Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser. The construction phase is carefully monitored to minimize our risk. All construction projects must be completed in accordance with approved plans and approved by the municipality in which they are located. Loan proceeds are disbursed periodically in increments as construction progresses and as inspections by our approved inspectors warrant.

Commercial Real Estate Lending. Consistent with our strategy to diversify our loan portfolio and increase our yield, we are focused on increasing our origination of commercial real estate loans. At December 31, 2019,2020, we had $178.9$189.3 million in commercial real estate loans, representing 57.3%57.1% of our total loan portfolio. Of this aggregate amount, we had $69.4$71.2 million in non-owner occupied non-residential real estate, $59.4$65.8 million in multi-family residential real estate, $39.5$37.6 million in owner occupied non-residential real estate, $9.7$10.2 million in non-owner occupied residential real estate loans, $904,000$4.5 million in commercial real estate construction loans.

Our commercial real estate loans are generally secured by office and industrial buildings, warehouses, small retail facilities and restaurantsoffice buildings and other special purpose commercial properties, primarily in Milwaukee, Waukesha and Ozaukee Counties, Wisconsin. Our multi-family loans, which are classified as commercial real estate loans in the tabular presentation, are generally secured by properties consisting of five or more rental units in our market area. We also purchase and participate in commercial real estate loans from other financial institutions. Such loans are independently underwritten according to our policies.

Our commercial real estate loans generally have initial terms of five to ten years and amortization terms of 15 to 30 years, with a balloon payment at the end of the initial term, and may be fixed-rate or adjustable-rate loans. Our adjustable-rate commercial real estate loans are generally tied to a margin above the prime rate or the applicable treasuryU.S. Treasury rate. The maximum loan-to-value ratio of our commercial real estate loans is generally 80% of the lower of cost or appraised value of the property securing the loan. Generally we require personal guarantees.

We originate a variety of adjustable-rate multi-family residential real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust every five, seven or ten10 years and generally are indexed to the prime rate or the corresponding U.S. Treasury rate, plus a margin. We generally include pre-payment penalties on multi-family residential real estate loans we originate.

At December 31, 2019,2020, the average loan size of our outstanding commercial real estate loans was approximately $628,000,$669,000, and the largest of such loans was a $5.9$6.5 million loan consisting of an outstanding balance of $5.9$6.5 million secured by a first mortgage on an industriala multi-family residential property. This loan was performing in accordance with its repayment terms at December 31, 2019.2020.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.20x. All commercial real estate loans, with the exception of owner occupied real estate, of $500,000 or more are appraised by outside independent appraisers. Personal guarantees are generally obtained from the principals of commercial real estate loans. We require property and casualty insurance and flood insurance if the property is determined to be in a flood zone area.

In underwriting multi-family and non-owner occupied one- to four-family residential real estate loans, we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum debt service coverage ratio of 1.20x), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Multi-family residential real estate loans are generally originated in amounts up to 80% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from multi-family and one-to


four-family residential real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates. Multi-family loans may carry additional risk due to eviction moratoriums imposed in response to the impact of the COVID-19 pandemic and may lead to a disruption to the cash flow of the property. The vast majority of the tenants occupying our financed multi-family properties continue to pay rent.

Commercial real estate loans entail greater credit risks compared to one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties. If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

We also originate loans to finance the construction of commercial properties, multi-family residential projects (including non-owner occupied one- to four-family residences) and professional complexes. At December 31, 2019,2020, commercial construction loan balances were $904,000,$4.4 million, or 0.3%1.3% of our total loan portfolio. Under these loans, an additional $110,000$3.3 million remains available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our commercial real estate construction loans are generally structured as interest-only payments during the anticipated construction time. The interest rate is generally fixed for five years at the five-year U.S. Treasury rate plus a margin of 1.9% to 2.4%. We generally offer commercial construction loans with a value up to 80% of the appraised value on a completed basis or the cost of completion, whichever is less. Personal guarantees are generally obtained from the principals of commercial real estate loans.

Construction loans generally involve greater credit risk than long-term financing on improved, owner occupied real estate. In the event a loan is made on property that is not yet approved for the planned development or improvements, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a construction loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also carry the risk that construction will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale or rental of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.

Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser. The construction phase is carefully monitored to minimize our risk. All construction projects must be completed in accordance with approved plans and approved by the municipality in which they are located. Loan proceeds are disbursed periodically in increments as construction progresses and as inspections by our approved inspectors warrant.

Land Development Loans. We originate loans to finance the development of land for agricultural purposes and for the development of commercial and residential properties. Land development loans are generally secured by vacant land and/or property that is in the process of improvement. At December 31, 2019, land development loans were $1.62020, we had one agricultural loan for $1.5 million, or 0.5% of our total loan portfolio, with no additional funds available to borrowers. The majority of these loans areportfolio. This loan is secured by propertiesa property located in our primary market area. At December 31, 2020, this loan was performing according to its original terms. Personal guarantees are generally obtained from the principals of commercial real estate loans.

Our land development loans may be structured as interest-only loans or amortizing. The interest rate generally floats, at the prime rate or prime rate plus 1%. We offer financing to purchase or refinance land for agricultural purposes or development with a maximum loan to value ratio of 65%. However, if we are providing financing to improve the land, the


maximum loan to value ratio will generally be 80% of the appraised value on a completed basis or the cost of completion, whichever is less.

Land development loans generally involve greater credit risk than long-term financing on improved, owner occupied real estate. In the event a loan is made on property that is not yet approved for the planned development, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a land development loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of development costs is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Land development loans also carry the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.

Before making a commitment to fund a land development loan, we generally require an appraisal of the property by an independent licensed appraiser. We willgenerally monitor the land loan in a similar fashion to any otherour comparable commercial real estate loan.

Commercial Lending.At December 31, 2019, our largest land development loan had an outstanding balance of $1.6 million and was secured by agricultural land. At December 31, 2019, this loan was performing according to its original terms.

Commercial Lending. At December 31, 2019,2020, we had $34.1$46.2 million of commercial loans, representing 10.9%13.9% of our total loan portfolio. Our commercial loan portfolio at December 31, 2020 included $17.2 million of PPP loans, most of which we expect will be forgiven or paid in 2021. We originate commercial loans and lines of credit secured by non-real estate business assets. These loans are made based primarily on historical and projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted, and collateral securing loans may fluctuate in value because of economic or individual performance factors. Financial information is obtained from the borrowers to evaluate cash flow sufficiency to service debt and is periodically updated during the life of the loan. These loans are generally originated to small businesses in our primary market area. Our commercial loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory or furniture, and are primarily secured by business assets other than real estate, such as business equipment, inventory and accounts receivable. Our commercial loans are generally term loans with terms of three to sevenyears and lines of credit with terms of one to two years, with a target loan size of $250,000 to $5.0 million. Our commercial and industrial lines of credit are generally priced on an adjustable-rate basis tied to the prime rate. Term loans are generally priced at a spread over the applicable treasuryU.S. Treasury rate. We generally obtain personal guarantees with commercial loans.

At December 31, 2019,2020, the average loan size of our outstanding commercial loans was approximately $120,000,$133,000, and our largest outstanding commercial and industrial loan commitment totaled $6.7 million in loan facilities to a company whose primary focus is selling forestry and timber related products and replacement parts. The second largest commitment was a $5.75loan of $6.5 million to finance a 13-building, 124-unit apartment complex. The third largest commitment was a $6.3 million loan to finance a financial/leasing company, which provides equipment financing, through leases and loans, to their customers in the technology, office, medical, manufacturing, construction and communication industries, among others. When the financial/leasing company enters into a loan or lease with their customer, they obtain the necessary funding from the Bank to fulfill their lease or loan commitment to their customer. The term135-unit apartment complex. All of our advances are generally the same as the term the financial/leasing company provider to their customer. The Bank’s funding is secured by an assignment of the relevant lease or loan documents between the financial/leasing company and its customer. This commitment wasthese commitments were performing in accordance with itstheir repayment terms at December 31, 2019.2020.

We typically originate commercial loans on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, the experience and stability of the borrower’s management team, earnings projections and their underlying assumptions, and the value and marketability of any collateral securing the loan. As a result, the availability of funds for the repayment of commercial loans may be substantially dependent on the success of the business itself and the general economic environment in our market area. Therefore, commercial loans that we originate have greater credit risk than one- to four-family residential real estate loans. In addition, commercial loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts.


Consumer Lending.Our consumer lending portfolio, which totals $23.7 million of December 31, 2020 and represented 6.7% of our total loan portfolio, consisted almost entirely of home equity loans. At December 31, 2020, there were $22.3 million of outstanding balances on home equity lines of credit, which the lines of credit had an additional $25.7 million available to draw. We also offer a variety of consumer loans to individuals who reside or work in our market area, including home equity lines of credit, new and used automobile loans, boat loans, recreational vehicle loans and loans secured by certificates of deposit. At December 31, 2019,2020, our consumer loan portfolio totaled $30.3$22.7 million, or 9.7%6.9% of our total loan portfolio. At December 31, 2019, $29.72020, $22.3 million of that amount, or 9.5%6.7% of our total loan portfolio, consisted of outstanding balances on home equity lines of credit, on which the lines of credit had $26.0$25.7 million available to draw. At December 31, 2019,2020, we had $28,000$34,000 of unsecured consumer loans.

Generally, our home equity lines of credit are underwritten with a maximum loan to value of 85%, a minimum credit score of 640 and a maximum debt to income ratio of 43%.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Originations, Sales and Purchases of Loans

Our loan originations are generated by our loan personnel operating at our banking office locations. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such residential loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. We sell the majority of the fixed-rate conforming and eligible jumbo one- to four-family residential real estate loans that we originate, on both a servicing-released and servicing-retained basis, with limited or no recourse, while retaining some non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. For the year ended December 31, 2019,2020, we sold $112.8$193.6 million of one- to four-family residential real estate loans, of which $82.8$192.1 million were originated in 20192020 and $29.4$1.5 million were originated prior to 2019.2020. For the year ended December 31, 2018,2019, we sold $56.0$112.2 million of one- to four-family residential real estate loans.

The loans that we originate to sell are closed in our name, and are subsequently sold to our investors who provide Fannie Mae and Freddie Mac conventional products as well as FHAFederal Housing Administration and VAVeterans Affairs government loans. We recognize, at the time of sale, the cash gain or loss on the sale of the loans based on the difference between the net cash proceeds received and the carrying value of the loans sold. Subject to market and economic conditions, management intends to continue this sales activity in future periods to generate gain on sale income.

Mortgage servicing rights, which are acquired when we sell a loan but retain the servicing rights, are recognized as a separate asset. As of December 31, 2020, we had $1.8 million in mortgage servicing rights. The fair value of our mortgage servicing rights is appraised by a third party provider.Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

From time to time, we may purchase commercial real estate and commercial loan participations secured by properties and/or business assets within and outside of our primary lending market area in which we are not the lead lender. In these circumstances, we follow our customary loan underwriting and approval policies. At December 31, 2019,2020, we had five11 loans totaling $7.7$2.5 million in which we were not the lead lender, all of which were performing in accordance with their original repayment terms. PyraMax Bank’s growth strategy is to increase our exposure in loan participations. We also have participated out portions of a loan that exceeded our loans-to-one borrower legal lending limit and for risk diversification. Historically, we have not purchased whole loans, however, pursuant to our growth strategy, we may purchase whole loans in the future.

Loan Approval Procedures and Authority

Pursuant to federal law, the aggregate amount of loans that PyraMax Bank is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of PyraMax Bank’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable collateral” or 30% for certain residential development loans). At December 31, 2019,2020, based on the 15% limitation, PyraMax Bank’s loans-to-one-borrower limit was $6.0$7.8 million. On the same date, PyraMax Bank had no individual borrower with outstanding balances in excess of this amount. PyraMax Bank currently has and expects that for the foreseeable future it will continue to have an internal lending limit of $6.0 million, however with the approval of the board of directors loans may be approved up to the legal lending limit of PyraMax Bank. In the future the board of directors may consider increasing or decreasing this internal limit.


Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed information submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors as well as internal evaluations, where permitted by regulations. The loan information is primarily designed to determine the borrower’s ability to repay the requested loan, and the more significant items are verified through use of credit reports, bank statements and tax returns.

All loan approval amounts are based on the aggregate loans, including total balances of outstanding loans and the proposed loan to the individual borrower and any related entity. Our President and Chief Executive Officer hashave individual authorization to approve loans up to an aggregate exposure to one borrower of $2.0 million. Our Chief Credit Officer has individual authorization to approve loans up to an aggregate exposure of $1.0 million. Our Vice President-Credit Administration has individual authorization to approve loans up to an aggregate exposure of $500,000. Our Officers Loan Committee, which consists of our President, Chief Brand Officer, Chief Credit Officer, Chief Financial Officer, Chief Lending Officer, Vice President-Credit Administration and all commercial lenders, can approve loans up to $2.0

$2.0 million in the aggregate. Loans in excess of $2.0 million require the approval of our Boardboard of Directors,directors, or, if exigent circumstances exist, the President and Chief Credit Officer and President may approve such loans if the Boardboard of Directorsdirectors is unavailable and such approval is based on a recommendation of the Chief Credit Officer and is subsequently approved by the Boardboard of Directors.directors.

In addition, the following individuals have retail consumer loan authority:authority for individual loans: our Chief Brand Officer can approve retail loans up to $200,000; our Vice President-Retail Operations and Senior Underwriters can approve retail loans up to $150,000; our Junior Underwriters can approve loans up to $100,000; our Vice President-Retail Banking, Sales Manager can approveretail loans up to $100,000; and one Branch Executive Officer can approve retail loans up to $75,000 while all other Branch Executive Officers can approve retail loans up to $1,000.

Our Chief Brand Officer, Vice President-Retail Loan Operations, and Senior Underwriters and Underwriters have authority to approve conforming mortgage loans up to the secondary market limit.

Generally, we require title insurance or abstracts on our mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan.

From time to time, a loan applicant may not meet one or more of the loan policy or loan program requirements, resulting in a denial of the loan application. The loan officer may seek an exception, by providing detailed information to explain the policy/program exception along with other pertinent information. The following individuals have the authority to approve these requests with the indicated loan limits for commercial mortgage loans and consumer loans: the Boardboard of Directorsdirectors may approve loans with exceptions up to the legal lending limit of PyraMax Bank; the Officers Loan Committee and our President and Chief Executive Officers may approve loans with exceptions up to $2.0 million; and our Chief Credit Officer may approve loans with exceptions up to $1.0 million; Vice President-Credit Administration may approve loans with exceptions up to $500,000. Our Chief Brand Officer has the authority to approve exceptions on conforming mortgage loans up to the secondary market limits, however, the loan would still need to qualify for sale in the secondary market after granting the exception. Our Chief Brand Officer and Resolution Officer have exception authority for consumer loans with limits of $200,000 and $100,000, respectively.

Delinquencies and Non-Performing Assets

Delinquency Procedures for Owner Occupied One- to Four-Family Residential and Consumer Loans. When an owner-occupied residential real estate or consumer loan payment becomes 16 days past due, we contact the customer by mailing a late notice, and loan officers and/or members of our loan collection department may contact the customer. If a loan payment becomes 30 days past due, we mail an additional late notice, and we also place telephone calls to the borrower. These loan collection efforts continue until a loan becomes 90-120 days past due, at which point we would generally refer the loan for foreclosure proceedings unless management determines that it is in the best interest of PyraMax Bank to work further with the borrower to arrange a workout plan. The foreclosure process generally would begin when a loan becomes 120 days delinquent. From time to time we may accept deeds in lieu of foreclosure.


Delinquency Procedures for Commercial and Commercial Real Estate Loans. When a commercial loan or commercial real estate loan becomes 10 days past due, we contact the customer by mailing a late notice. The loan officer assigned to the account may also contact the borrower. If the loan continues to run past due, the loan officer will continue to contact the borrower to determine the cause of the past due payment(s) and arrange for payments. This information will be discussed with the Chief Credit Officer to determine the nature of the past due payment and, if necessary, to develop a plan to bring the past due payment(s) current and determine if the likelihood of repayment is in question. The loan will also be evaluated for a change to the risk rating. Depending on the circumstances, the lender and Chief Credit Officer may develop a plan to protect PyraMax Bank’s interest in the loan. If necessary, PyraMax Bank will engage an attorney to pursue further collection efforts.

Our High Risk Loan Committee, which consists of our President, Chief Credit Officer, Chief Financial Officer and Chief Lending Officer provides oversight of stressed commercial and retail loans to mitigate identified risks.

Loans Past Due and Non-performing Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or non-performing when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. collateral less estimated costs to sell. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.

When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets. Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.


Delinquent Loans. The following table sets forth our loan delinquencies by type, by amount and by percentage of type at the dates indicated.Non-performing

 

At December 31,
2019

 

 

30-89 Days

 

90 Days or More

 

 

Number of
Loans

 

Principal
Balance

 

Number of
Loans

 

Principal
Balance

 

 

(In thousands)

Residential real estate loans

11

$1,059

5

$537

Commercial real estate and land development loans

1

180

Commercial loans

1

148

Consumer loans

2

13

 

 

 

 

 

Total

21

$1,220

2

$717

 

 

 

 

 

 

At December 31,

 

 

2018

 

2017

 

 

30-89 Days

 

90 Days or More

 

30-89 Days

 

90 Days or More

 

 

Number of
Loans

 

Principal
Balance

 

Number of
Loans

 

Principal
Balance

 

Number of
Loans

 

Principal
Balance

 

Number of
Loans

 

Principal
Balance

 

 

(In thousands)

Residential real estate loans

12

$1,470

1

$91

22

$2,156

5

$56

Commercial real estate and land development loans

-

--

1

303

1

6

1

303

Commercial loans

Consumer loans

8

217

1

13

22

537

5

125

 

 

 

 

 

 

 

 

 

Total

20

$1,687

3

$407

45

$2,699

11

$484

 

 

 

 

 

 

 

 

 


Non-performing Loans. We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Interest received on non-accrual loans generally is applied against principal or interest and is recognized on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Non-accrual loans increaseddecreased to $1.3 million, or 0.39% of total loans, at December 31, 2020 from $2.0 million, or 0.64% of total loans, at December 31, 2019 from $1.6 million, or 0.42% of total loans, at December 31, 2018 and $1.9 million, or 0.57% of total loans, at December 31, 2017.2019. The increasedecrease in non-accrual loans was primarily due to an increasea decrease in non-accrual loans in the residential real estate loan category.

Troubled Debt Restructurings. Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and PyraMax Bank grants a concession to the borrower that it would not otherwise consider. These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk, or some combination thereof to facilitate payment. Troubled debt restructurings are considered impaired loans. No additional loan commitments were outstanding to our troubled debt restructured borrowers at December 31, 2019.2020.

Loans on non-accrual status at the date of modification are initially classified as non-accrual troubled debt restructurings. At December 31, 2019,2020, we had $597,000$219,000 in non-accrual troubled debt restructurings, none of which were in the process of foreclosure as of December 31, 2019.2020. Our policy provides that troubled debt restructured loans are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments. At December 31, 2019,2020, we had $446,000$432,000 in accruing troubled debt restructurings.


Non-performing Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.

 

At December 31,

 

 

2019

 

2018

 

2017

 

2016

 

2015

 

 

(Dollars in thousands)

Non-accrual loans: (1)

 

 

 

 

 

Residential real estate loans

$1,690

$1,066

$1,128

$1,681

$3,136

Commercial loans

180

319

335

826

1,510

Consumer loans

143

170

424

489

7

 

 

 

 

 

 

Total

2,013

1,555

1,887

2,996

4,653

 

 

 

 

 

 

Accruing loans past due 90 days or more:

 

 

 

 

 

Residential real estate loans

 

 —

 

 

 

 

Total

 

 

 

 

 

 

Total non-performing loans

2,013

1,555

1,887

2,996

4,653

Other real estate owned

-

5

 

 

 

 

 

 

Total non-performing assets

$2,013

$1,555

$1,887

$2,996

$4,658

 

 

 

 

 

 

Troubled debt restructurings (accruing):

 

 

 

 

 

Residential real estate loans

$218

$459

$483

$395

$403

Commercial loans

228

246

427

441

Consumer loans

 

 

 

 

 

 

Total troubled debt restructurings (accruing)

$446

$459

$729

$822

$844

 

 

 

 

 

 

Total troubled debt restructurings (accruing) and total non-performing assets

$2,459

$2,014

$2,616

$3,818

$5,502

 

 

 

 

 

 

Total non-performing loans to total loans

0.64%

0.42%

0.57%

0.95%

1.47%

Total non-performing loans to total assets

0.47%

0.32%

0.40%

0.67%

        1.09%

Total non-performing assets and troubled debt restructurings (accruing) to total assets

0.57%

0.42%

0.56%

0.85%

1.29%

 

 

 

 

(1)Non-accrual loans at December 31, 2019 include $597,000 of troubled debt restructurings.  

Interest income that would have been recorded for the twelve months ended December 31, 20192020 had non-accruing loans been current according to their original terms amounted to $104,000.$58,000. In addition, there was an immaterial amountof interest income that would have been recorded for the year ended December 31, 20192020 had accruing troubled debt restructurings been current according to their original terms.

Our primary regulatory, the Federal Reserve, and the other federal banking regulators have issued guidance that would allow us not to treat a loan modification as a trouble debt restructuring if we conclude that short-term (e.g., six months) modifications are made in response to the COVID-19 pandemic, such as payment deferrals, fee waivers,

extensions of repayment terms, or other delays in payment that are insignificant related to loans in which the borrower is less than 30 days past due on its contractual payment at the time a modification program is implemented. Separately, Section 4013 of the CARES Act permits us not to apply the troubled debt restructuring accounting with respect to loans that we modify in response to the COVID-19 pandemic if (1) the borrower was not more than 30 days past due as of December 31, 2019, and (2) the modifications are related to arrangements that defer or delay the payment of principal or interest, or change the interest rate of the loan. Through December 31, 2020, we did not rely on either the regulatory guidance of Section 4013 of the CARES Act as a basis not to classify a modified loan as a troubled debt restructuring.

Foreclosed Assets. Foreclosed assets consist of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure, and are recorded at the lower of recorded investment or fair value less estimated costs to sell. Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for loan losses. After transfer, adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines occur. During the twelve months ended December 31, 2019, one loan of $134,000 was2020, no loans were transferred into foreclosed assets. During the twelve months ended December 31, 2018, no loans were2019, one loan of $134,000 was transferred into foreclosed assets.

Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the Office of the Comptroller of the Currency to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which


do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses in the loan portfolio. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.

In accordance with our loan policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the “watch/special mention list” where management has some concern that the collateral or debt service ability may not be adequate, although the collectability of the contractual loan payments is still probable. If a loan deteriorates in asset quality, the classification is changed to “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. For commercial loans, “substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable. For commercial loans, “doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely. Generally, loans 90 days or more past due are placed on non-accrual status and classified “substandard.” Management reviews the status of each impaired loan on our watch list on a quarterly basis.

On the basis of this review of our assets, our classified assets at the dates indicated were as follows:

December 31, 2019

Pass

Watch and Special Mention

Substandard

Total

 

Real estate

$168,834

$4,418

$5,630

$178,882

Land development

––

1,623

––

1,623

Other

27,522

5,517

1,033

34,072

Total

$196,356

$11,558

$6,663

$214,577

 

 

 

 

 

December 31, 2018

Pass

Watch and Special Mention

Substandard

Total

Real estate

$186,303

$4,403

$939

$191,645

Land development

158

              1,726

303

2,187

Other

25,939

4,408

161

30,508

Total

$212,400

$10,537

$1,403

$224,340

 

 

 

 

 

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional

economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues


related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

As an integral part of their examination process, the Office of the Comptroller of the Currency will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

Allowance for Loan Losses. The following table sets forth activity incertain ratios related to our allowance for loan losses for the periods indicated.

 

 

Year Ended December 31,

 

 

2019

 

2018

 

2017

 

2016

 

2015

 

 

Allowance for loan losses at beginning of period

$3,262

$3,093

$3,008

$3,087

$3,741

Provision (credit) for loan losses

(1,032)

(684)

Charge-offs:

 

 

 

 

 

Residential real estate loans

83

89

218

Commercial loans

214

1

114

         —

Consumer loans

230

123

37

113

45

Total charge-offs

566

124

37

316

263

Recoveries:

 

 

 

 

 

Residential real estate loans

5

4

22

51

10

Commercial loans

223

80

24

45

119

Consumer loans

108

209

76

141

164

Total recoveries

336

293

122

237

293

Net charge-offs (recoveries)

230

(169)

(85)

79

(30)

Allowance for loan losses at end of period

$2,000

$3,262

$3,093

$3,008

$3,087

Allowance for loan losses to non-performing loans at end of period

99.35%

  209.77%

163.90%

  100.39%

    66.35%

Allowance for loan losses to total loans outstanding at end of period

0.64%

0.88%

0.93%

     0.95%

      0.97%

Net charge-offs (recoveries) to average loans outstanding during period

0.07%

(0.05)%

(0.03%)

0.03%

(0.01%)

 

 

 

 

 

 

   Year Ended December 31, 
   2020  2019 
   (Dollars in thousands) 

Allowance for loan losses at end of period

  $2,703  $2,000 

Non-accrual loans at end of period

  $1,287  $2,013 

Total loans at end of period

  $331,598  $312,370 

Allowance for loan losses to total loans outstanding at end of period

   0.82  0.64

Non-accrual loans to total loans outstanding at end of period

   0.39  0.64

Non-accrual loans to total loans (excluding PPP loans)

   0.86  N/A 

Allowance for loan losses to non-accrual loans at end of period

   210.03  99.35

Net charge-offs (recoveries) to average loans outstanding during period – Commercial loans

   (0.01)%   —   

Net charge-offs (recoveries) to average loans outstanding during period – Residential real estate loans

   (0.12)%   0.09

Net charge-offs (recoveries) to average loans outstanding during period –
Consumer loans

   (0.43)%   0.46

Net charge-offs (recoveries) to average loans outstanding during period –
Total

   (0.06)%   0.07


The allowance for loan losses to non-accrual loans ratio increased to 210.03% at December 31, 2020, compared to 99.35% at December 31, 2019 due to a reduction in non-accrual loans and an increase in the allowance for loan losses. Non-accrual loans decreased $726,000, or 36.06%, to $1.3 million at December 31, 2020, compared to $2.0 million at December 31, 2019. We recorded provision expense of $500,000 during the year ended December 31, 2020 to reflect the unknown risk within our loan portfolio due to the ongoing COVID-19 pandemic.

Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

   At December 31, 
   2020  2019 
   Allowance
for Loan
Losses
   Percent of
Allowance
in Category
to Total
Allocated
Allowance
  Percent of
Loans in
Each
Category to
Total Loans
  Allowance
for Loan
Losses
   Percent of
Allowance
in Category
to Total
Allocated
Allowance
  Percent of
Loans in
Each
Category to
Total Loans
 
   (Dollars in thousands) 

Residential real estate

  $745    27.5  21.7 $573    28.7  21.6

Commercial

   1,609    59.6  71.5  1,235    61.7  68.7

Consumer

   349    12.9  6.8  192    9.6  9.7
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total allocated allowance

  $2,703    100.0  100.0 $2,000    100.0  100.0
  

 

 

     

 

 

    

At the dates indicated, we had no unallocatedDecember 31, 2020, our allowance for loan losses.losses represented 0.82% of total loans and 210.03% of non-accrual

 

At December 31,

 

 

2019

 

2018

 

 

Allowance
for Loan
Losses

 

Percent of
Allowance
in Category
to Total
Allocated
Allowance

 

Percent of
Loans in
Each
Category to
Total Loans

 

Allowance
for Loan
Losses

 

Percent of
Allowance
in Category
to Total
Allocated
Allowance

 

Percent of
Loans in
Each
Category to
Total Loans

 

 

(Dollars in thousands)

Residential real estate

$573

28.7%

21.6%

$1,250

38.3%

        29.6%

Commercial

1,235

61.7

68.7

1,448

44.4

          60.2

Consumer

192

9.6

9.7

564

17.3

          10.2

 

 

 

 

 

 

 

Total allocated allowance

2,000

100.0%

100.0%

3,262

100.0%

          100.0%

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

Total

$2,000

 

 

$3,262

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

2017

 

2016

 

2015

 

 

Allowance
for Loan
Losses

 

Percent of
Allowance
in Category
to Total
Allocated
Allowance

 

Percent of
Loans in
Category to
Total Loans

 

Allowance
for Loan
Losses

 

Percent of
Allowance
in Category
to Total
Allocated
Allowance

 

Percent of
Loans in
Category to
Total Loans

 

Allowance
for Loan
Losses

 

Percent of
Allowance
in Category
to Total
Allocated
Allowance

 

Percent of
Loans in
Category to
Total Loans

 

 

(Dollars in thousands)

Residential real estate

$1,246

40.3%

32.8%

$1,242

     40.7%

34.5%

$1,262

   40.9%

37.0%

Commercial

1,369

44.2

53.8

1,345

44.7

50.8

1,414

45.8

47.8

Consumer

478

15.5

13.4

439

14.6

14.7

411

13.3

15.2

 

 

 

 

 

 

 

 

 

 

Total allocated allowance

3,093

100.0%

100.0%

3,008

100.0%

100.0%

3,087

100.0%

100.0%

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$3,093

 

 

$3,008

 

 

$3,087

 

 

 

 

 

 

 

 

 

 

 

 


At loans, and at December 31, 2019, our allowance for loan losses represented 0.64% of total loans and 99.35% of non-performing loans, and at December 31, 2018, our allowance for loan losses represented 0.88% of total loans and 209.77% of non-performingnon-accrual loans. There were $230,000, $(169,000)$(203,000) and $(85,000)$230,000 in net loan charge-offs (recoveries) during the years ended December 31, 2019, 20182020 and 2017,2019, respectively.

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan portfolio deteriorates as a result. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

Investment Activities

General. The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets, and to generate a reasonable rate of return on funds within the context of our interest rate and credit risk objectives. Our board of directors is responsible for adopting our investment policy. The investment policy is reviewed annually by the board of directors. Authority to make investments under the approved investment policy guidelines is delegated to our president and chief executive officer and our chief financial officer. All investment transactions are reviewed at the next regularly scheduled meeting of the board of directors. All of our investment securities are classified as available-for-sale.

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises and municipal governments, deposits at the Federal Home Loan Bank of Chicago, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade marketable equity securities. We also are required to maintain an investment in Federal Home Loan Bank of Chicago stock. While we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at December 31, 20192020 or December 31, 2018.2019.

The following table sets forth the amortized cost and fair value of our investment securities portfolio (excluding Federal Home Loan Bank of Chicago common stock) at the dates indicated. At the dates indicated, all of our investment securities were held as available-for-sale.

 

At December 31,

 

 

2019

 

2018

 

2017

 

 

Amortized
Cost

 

Fair
Value

 

Amortized
Cost

 

Fair
Value

 

Amortized
Cost

 

Fair
Value

 

 

(Dollars in thousands)

Securities available-for-sale:

 

 

 

 

 

 

Obligations of states and political subdivisions

$9,779

$9,826

$11,348

$11,169

$20,545

$20,630

Government-sponsored mortgage-backed securities

56,975

57,034

52,363

50,375

61,218

60,024

Corporate collateralized mortgage obligations

284

289

410

410

696

702

Asset-backed securities (1)

2,484

2,465

3,530

3,531

4,835

4,832

Corporate bonds

---

---

1,495

1,516

Certificates of deposit

1,707

1,761

249

246

1,246

1,251

 

 

 

 

 

 

 

Total

$71,229

$71,375

$67,900

$65,731

$90,035

$88,955

 

 

 

 

 

 

 

 

 

 

 

(1)Asset-backed securities are comprised of pools of student loans.  


Portfolio Maturities and Yields. The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2019.2020. Weighted average yields are calculated by multiplying the effective yield by the amortized cost on an individual security basis divided by the total security class amortized cost. Weighted average yields on tax-exempt securities are presented on a tax equivalent basis using a combined federal and state marginal tax rate of 27.1%27.2%. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investment securities available for sale do not give effect to changes in fair value that are reflected as a component of equity.

 

One Year or Less

 

More than One Year to Five
Years

 

More than Five Years to
Ten Years

 

More than Ten
Years

 

Total

 

 One Year or Less More than One Year to Five
Years
 More than Five Years to
Ten Years
 More than Ten
Years
 Total 

Amortized
Cost

 

Weighted
Average
Yield

 

Amortized
Cost

 

Weighted
Average
Yield

 

Amortized
Cost

 

Weighted
Average
Yield

 

Amortized
Cost

 

Weighted
Average
Yield

 

Amortized
Cost

 

Fair
Value

 

Weighted
Average
Yield

 

 Amortized
Cost
 Weighted
Average
Yield
 Amortized
Cost
 Weighted
Average
Yield
 Amortized
Cost
 Weighted
Average
Yield
 Amortized
Cost
 Weighted
Average
Yield
 Amortized
Cost
 Fair
Value
 Weighted
Average
Yield
 

(Dollars in thousands)

 (Dollars in thousands) 

Securities available-for-sale:

 

 

           

Obligations of states and political subdivisions

$328

2.00%

$5,208

2.43%

$2,912

2.31%

$1,330

2.71%

$9,779

$9,826

2.42%

 $1,239   2.06 $4,008   2.23 $1,077   2.89 $5,246   1.74 $11,570  $11,803   2.05

Government-sponsored mortgage-backed securities

1,661

1.74%

41,075

      2.34%

10,474

2.64%

3,766

      2.53%

56,975

57,034

      2.39%

  —     —    4,542   2.41  8,355   2.46  23,989   1.80  36,886   38,039   2.02

Corporate collateralized mortgage obligations

        —%

98

4.32%

137

4.75%

48

4.75%

284

289

4.04%

Asset-backed securities

       —%

2,484

2.81%

—%

—%

2,484

2,465

2.81%

  —     —    770   1.16  —     —    6,461   1.24  7,231   7,281   1.23

Certificates of deposit

250

2.46%

1,208

2.73%

250

2.92%

—%

1,707

1,761

2.72%

  —     —    1,208   2.73  250   2.92  —     —    1,458   1,580   2.77

 

 

 

 

 

 

 

 

 

 

 

 

   

 

   

 

   

 

   

 

  

 

  

Total

$2,239

     1.86%

$50,073

2.39%

$13,773

2.60%

$5,144

2.60%

$71,229

$71,375

      2.42%

 $1,239   2.06 $10,528   2.29 $9,682   2.52 $35,696   1.69 $57,145  $58,703   1.95

 

 

 

 

 

 

 

 

 

 

 

 

   

 

   

 

   

 

   

 

  

 

  


Obligations of State and Political Subdivision (“Municipal”) Securities. At December 31, 2019,2020, we had municipal securities totaling $9.8$11.8 million, which constituted 13.8%20.1% of our securities portfolio. Our current municipal securities have a weighted average maturity of 5.076.52 years. These securities often provide slightly higher after-tax yields than U.S. government and agency securities and mortgage-backed securities, but are not as liquid as other investments, so we typically maintain investments in municipal securities, to the extent appropriate, for generating returns in our investment portfolio.

Government-sponsored Mortgage-Backed Securities. At December 31, 2019,2020, we had government-sponsored mortgage-backed securities totaling $57.0$38.0 million, which constituted 79.8%64.8% of our securities portfolio. Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as “pass-through” certificates because the principal and interest of the underlying loans is “passed through” to investors, net of certain costs, including servicing and guarantee fees. We invest primarily in mortgage-backed securities backed by one- to four-family mortgages. All of our mortgage-backed securities are either backed by Ginnie Mae, a U.S. government agency, the Small Business Administration,SBA, or government-sponsored enterprises, such as Fannie Mae and Freddie Mac.

Residential and commercial mortgage-backed securities issued by U.S. government agencies and government-sponsored enterprises are more liquid than individual mortgage loans because there is an active trading market for such securities. In addition, residential and commercial mortgage-backed securities may be used to collateralize our borrowings. Investments in residential and commercial mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. Current prepayment speeds determine whether prepayment estimates require modification that could cause amortization or accretion adjustments.

Corporate Collateralized Mortgage Obligations. At December 31, 2019,2020, we had no corporate collateralized mortgage obligations totaling $289,000, which constituted 0.4% of our securities portfolio.obligations. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent we deem appropriate, for liquidity purposes, as collateral for borrowings and for prepayment protection.

Asset-backed Securities. At December 31, 20192020 we had asset-backed securities comprised of pools of student loans totaling $2.5$7.3 million, which constituted 3.5%12.4% of our securities portfolio. All of our asset-backed securities are investment grade and have interest rates tied to an index (“LIBOR”)(LIBOR).

Certificates of Deposit. At December 31, 2019,2020, we had certificates of deposit totaling $1.8$1.6 million, which constituted 2.5%2.7% of our securities portfolio. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent we deem appropriate, for liquidity purposes.

Federal Home Loan Bank Stock. We held common stock of the Federal Home Loan Bank of Chicago in connection with our borrowing activities totaling $913,000$3.0 million at December 31, 2019.2020. The Federal Home Loan Bank of Chicago common stock is carried at cost. We may be required to purchase additional Federal Home Loan Bank of Chicago stock if we increase borrowings in the future.

Bank-Owned Life Insurance. We invest in bank-owned life insurance to provide us with a funding source for certain of our benefit plan obligations. Bank-owned life insurance also generally provides us non-interest income that is non-taxable. At December 31, 2019,2020, our balance in bank-owned life insurance totaled $13.1$13.5 million and was issued by two insurance companies, each of which was rated AA+ by Standard & Poors.

Sources of Funds

General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also use borrowings, primarily Federal Home Loan Bank of Chicago advances, to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. In addition, we receive


funds from scheduled loan payments, loan and mortgage-backed securities prepayments, maturities and calls of available-for-sale securities, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.

Deposits.Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing checking accounts, interest-bearing checking accounts, money market accounts, statement savings, health savings and certificates of deposit.Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. At December 31, 2019,2020, our core deposits, which are deposits other than certificates of deposit, were $202.2$292.2 million, representing 58.7%76.9% of total deposits. As part of our business strategy, we intend to continue our effort to increase our core deposits.

Interest rates, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. The variety of deposit accounts that we offer allows us to be competitive in generating deposits and to respond with flexibility to changes in our customers’ demands. Our ability to gather deposits is impacted by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products. We believe that deposits are a stable source of funds, but our ability to attract and maintain deposits at favorable rates will be affected by market conditions, including competition and prevailing interest rates.

Our strategy is to not be the market leader in overall pricing for deposits. We find it more profitable to concentrate on specific special rate and term accounts, which allows us to add accounts without impacting our overall liability costs for existing accounts. We concentrate on odd-month, longer term certificates and larger minimum balance non-maturity deposits to generate new funds. Additionally, we have an established Treasury Management department, which concentrates on gathering deposits from both existing commercial loan clients and new commercial prospects. We anticipate that Treasury Management activities will continue to have a positive impact on lower cost deposits and will aid in retaining full service clients.


The following tables set forth the distribution of total deposit accounts, by account type, for the periods indicated.

 

At December 31,

 

2019

 

2018

 

2017

 

  2020 2019 

Amount

 

Percent

 

Rate

 

Amount

 

Percent

 

Rate

 

Amount

 

Percent

 

Rate

 

  Amount   Percent Rate Amount   Percent Rate 

 

(Dollars in thousands)

 

 

  (Dollars in thousands) 

Noninterest-bearing checking accounts

$62,768

18.21%

0.00%

$85,988

21.17%

0.00%

$62,817

     16.14%

0.00%

  $98,970    26.1  0.00 $62,768    18.21  —   

NOW accounts

25,432

7.38%

0.23%

25,556

       6.29%

    0.19%

26,649

6.85%

    0.12%

Negotiable order of withdrawal accounts

   30,630    8.1  0.17  25,432    7.38  0.23

Money market accounts

65,999

19.15%

1.12%

59,071

14.55%

0.68%

55,016

      14.13%

0.33%

   103,724    27.2  0.58  65,999    19.15  1.12

Savings accounts

47,981

13.92%

0.13%

53,245

      13.11%

    0.13%

58,566

15.04%

    0.10%

   58,895    15.5  0.11  47,981    13.92  0.13

Certificates of deposit

142,416(1)

41.34%

2.08%

182,277

44.88%

1.68%

186,243

     47.84%

1.41%

Certificates of deposit (1)

   87,629    23.1  1.65  142,416    41.34  2.08

 

  

 

   

 

  

 

  

 

   

 

  

 

 

Total

$344,596

100.0%

1.11%

$406,137

100.0%

   0.88%

$389,291

100.0%

0.74%

  $379,848    100.0  0.67 $344,596    100.0  1.11

 

  

 

   

 

  

 

  

 

   

 

  

 

 

 

(1)Of this amount, $29,597 were brokered certificates of deposit.

 

(1)

Included in these amounts are brokered deposits of $5.5 million and $29.6 million as of December 31, 2020 and December 31, 2019, respectively.

As of December 31, 2020, the amount of total uninsured deposits (i.e., deposits that exceeded the $250,000 FDIC insurance limit) was $132.0 million. As of December 31, 2019, the amount of total uninsured deposits was $78.8 million.

The portion of time deposits in excess of the FDIC insurance limit, all of which are certificates of deposits, was $2.2 million as of December 31, 2020.

The following tables indicatetable indicates the amount of jumbo certificates of deposittime deposits in uninsured accounts by time (excluding brokered certificates of deposit) remaining until maturity at December 31, 2019. Jumbo certificates of deposit require minimum deposits of $100,000.2020.

Maturity Period

Dollar Amount

(Dollars in thousands)

At December 31, 2019:

Three months or less

$8,893

Over three through six months

16,191

Over six through twelve months

24,467

Over twelve months

6,456

Total

$56,007

Maturity Period

  Dollar Amount 
   (Dollars in thousands) 

At December 31, 2020:

  

Three months or less

  $1,643 

Over three through six months

   1,449 

Over six through twelve months

   4,695 

Over twelve months

   931 
  

 

 

 

Total

  $8,718 
  

 

 

 


Borrowed Funds. We may obtain advances from the Federal Home Loan Bank of Chicago upon the security of our capital stock in the Federal Home Loan Bank of Chicago and certain of our mortgage loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. We use such advances to provide funding as a supplement to our deposits. To the extent such borrowings have different terms to repricing than our deposits, they can change our interest rate risk profile. At December 31, 2019,2020, we had $17.6$68.4 million in advances from the Federal Home Loan Bank of Chicago. At December 31, 2019 the Company’s2020 our available and unused portion of this borrowing agreement totaled $107.0$79.6 million, although we may access additional advances if we purchase additional Federal Home Loan Bank of Chicago capital stock.

Additionally, at December 31, 20192020 we had a $10.0 million federal funds rate line of credit with the BMO Harris Bank, none of which was drawn at December 31, 2019, as well as2020. We also had a $7.0 million line of credit at the Federal Reserve.Reserve based on pledged commercial real estate loans of approximately $11.7 million at December 31, 2020. We had not drawn on the Federal Reserve line as of both December 31, 2020 and 2019.

The following table sets forth information concerning balances and interest rates on our borrowings at and for the periods shown:

 

 

Year Ended December 31,

 

 

2019

 

2018

 

2017

 

 

 

(Dollars in thousands)

Maximum balance outstanding at any month-end
during period

$42,657

$ 50,388

$ 64,922

Average balance outstanding during period

$17,376

$35,900

$38,635

Weighted average interest rate during period

                     1.68%

1.51%

1.21%

Balance outstanding at end of period

$17,623

$30,010

$34,693

Weighted average interest rate at end of period

1.46%

      1.66%

1.34%

   Year Ended December 31, 
   2020  2019 
   (Dollars in thousands) 

Maximum balance outstanding at any month-end during period

  $69,528  $42,657 

Average balance outstanding during period

  $58,920  $17,376 

Weighted average interest rate during period

   1.22  1.68

Balance outstanding at end of period

  $68,398  $17,623 

Weighted average interest rate at end of period

   1.18  1.46

Subsidiary and Other Activities

PyraMax Bank FSB is the wholly owned subsidiary of the Company, which in turn has a wholly owned subsidiary, PyraMax Insurance Services LLC.

Expense and Tax Allocation

PyraMax Bank entered into an agreement on January 8, 2019 with the Company to provide it with certain administrative support services for compensation not less than the fair market value of the services provided. In addition, PyraMax Bank and the Company entered into an agreement on January 8, 2019 to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.

Personnel

As of December 31, 2019,2020, we had 10496 full-time and 108100 full-time equivalent employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.


TAXATION

PyraMax Bank, PyraMax Insurance Services LLC, 1895 Bancorp of Wisconsin, MHC and 1895 Bancorp of Wisconsin, Inc. are subject to federal and state income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal and state taxation is intended only to summarize material income tax matters and is not a comprehensive description of the tax rules applicable to 1895 Bancorp of Wisconsin, MHC, the Company, PyraMax Bank and PyraMax Insurance Services LLC.

The Company is no longer subject to federal tax examinations for years before 20162017 and state tax examinations before 2015.2016.

Federal Taxation

Method of Accounting. For federal income tax purposes, the Company and PyraMax Bank currently report their income and expenses on the accrual method of accounting and use a tax year ending December 31 for filing their federal income tax returns. Thethe Company and PyraMax Bank file a consolidated federal income tax return. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for income taxes on bad debt reserves by savings institutions. For taxable years beginning after 1995, PyraMax Bank has been subject to the same bad debt reserve rules as commercial banks. It currently utilizes the specific charge-off method under Section 582(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Net Operating Loss Carryovers. Under the Tax Cuts and Jobs Act, for federal losses originating in tax years after January 1, 2018, the Company is allowed an indefinite carryforward period limited to 80% of each subsequent year’s net income. The CARES Act temporarily repealed this 80% limitation for the calendar year ended December 31, 2020. At December 31, 2019,2020, the Company had a federal net operating loss carryover of $14.3$9.9 million that will begin to expire in 2029.

Capital Loss Carryovers. A corporation cannot recognize capital losses in excess of capital gains generated. Generally, a financial institution may carry back capital losses Of this $9.9 million, $1.8 million has no expiration due to the preceding three taxable yearsTax Cuts and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which it is carried and is used to offset any capital gains. Any undeducted loss remaining after the five-year carryover period is not deductible. At December 31, 2019,Jobs Act of 2017. the Company had no capital loss carryovers.also has $0.4 million of charitable contribution carryforwards that may be applied against future taxable income and begin to expire in 2022.

Corporate Dividends. The Company may generally exclude from its income 100% of dividends received from PyraMax Bank as a member of the same affiliated group of corporations.

State Taxation

The Company is subject to the Wisconsin corporate franchise (income) tax. Wisconsin imposes a corporate franchise tax of 7.9% on the combined taxable incomes of the members of the Company’s consolidated income tax group, which will include PyraMax Bank and PyraMax Bank Insurance Services, LLC.

Net Operating Loss Carryovers. Wisconsin law allows financial institutions to carry forward a Wisconsin net operating loss to the succeeding 20 taxable years. At December 31, 2019,2020, the Company had Wisconsin net operating loss carryover of $24.5$20.2 million that will begin to expire in 2023. the Company also has $0.4 million of charitable contribution carryforwards that may be applied against future taxable income and begin to expire in 2022.


REGULATIONSUPERVISION AND SUPERVISIONREGULATION

General

As a federal savings bank, PyraMax Bank is subject to examination supervision and regulation primarily by the Office of the Comptroller of the Currency, and secondarily,is also subject to examination by the FDIC as depositsits deposit insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which PyraMax Bank may engage and is intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund. The regulatory structure also givesFund, and not for the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies. That includes with respect to the classificationprotection of assets and the establishment of loan loss reserves for regulatory purposes.

security holders. PyraMax Bank is also regulated to a lesser extent by the Board of Governors of the Federal Reserve System, or the “Federal Reserve Board,” which governs the reserves to be maintained against deposits and other matters. In addition, PyraMax Bank is a member of and owns stock in the Federal Home Loan Bank of Chicago, which is one of the 11 regional banks in the Federal Home Loan Bank System. PyraMax Bank’s relationship

Under this system of regulation, the regulatory authorities have extensive discretion in connection with its depositorstheir supervisory, enforcement, rulemaking and borrowers also is regulatedexamination activities and policies, including rules or policies that: establish minimum capital levels; restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of loan loss reserves for regulatory purposes; and establish the timing and amounts of assessments and fees. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to a great extent by federal lawbanks and savings institutions relating to a lesser extent, state law, including in matters concerning the ownership of deposit accountscapital, asset quality, management, liquidity, earnings, interest rate sensitivity and other factors. These ratings are inherently subjective and the formreceipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution, such as PyraMax Bank or its holding company, from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches.

In addition, we must comply with significant anti-money laundering and contentanti-terrorism laws and regulations, Community Reinvestment Act laws and regulations, and fair lending laws and regulations. Many financial “consumer protection” statutes are implemented by regulations issued by the Consumer Financial Protection Bureau. For federal savings banks of PyraMax Bank’s loan documents.Bank FSB’s asset size, compliance with such statutes and regulations is determined by the Office of the Comptroller of the Currency through its examinations. Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

As a savings and loan holding company, the Company is subjectrequired to examinationcomply with the rules and supervision by, andregulations of the Federal Reserve Board. It is required to file certain reports with the Federal Reserve Board and is subject to examination by and the enforcement authority of the Federal Reserve Board. The Company is also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve Board, the Securities and Exchange Commission or Congress, could have a material adverse impact on the operations and financial performance of the Company and PyraMax Bank.

Set forth below are certainis a brief description of material regulatory requirements that are or will be applicable to PyraMax Bank and the Company. ThisThe description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on PyraMax Bank and the Company. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on the Company, PyraMax Bank and their operations.

Federal Banking Regulation

Business Activities. A federal savings bank derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, PyraMax Bank may generally invest in mortgage loans secured by residential real estate without an aggregate limit and may invest in commercial real estate, commercial and industrial and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. The Dodd-Frank Act authorized, for the first time, the payment of interest on commercial checking accounts. PyraMax Bank may also establish, subject to specified investment limits, “operating subsidiaries” that engage in activities permitted for PyraMax itself and service corporation subsidiaries that may engage in certain activities not otherwise permissible for PyraMax Bank, including real estate investment and securities and insurance brokerage.

Effective July 1, 2019, the Office of the Comptroller of the Currency issued a final rule implementing a section of the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018(“EGRRCPA”) which permits an eligible federal savings associationbank with assets of 20.0$20.0 billion or less as of December 31, 2017 to elect to operate with the business powers of authority of a national bank, generally subject to the same limitations and restrictions, without converting to a national bank charter. An associationA federal savings bank that makes the so-called “covered savings association” electionselection must divest any activities or investments that are not permitted for a national bank. PyramaxPyraMax Bank had not made such an election as of December 31, 2019.2020.

Examinations and Assessments. PyraMax Bank is primarily supervised by the Office of the Comptroller of the Currency. PyraMax Bank is required to file reports with and is subject to periodic examination by the Office of the Comptroller of the Currency. PyraMax Bank is required to pay assessments to the Office of the Comptroller of the Currency to fund the agency’s operations.

Capital Requirements.Requirements. Federal regulations require FDIC-insuredfederally insured depository institutions including federal savings banks, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio. The existing

In determining the amount of risk-weighted assets for calculating risk-based capital requirements were effective January 1, 2015 andratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk-weight factor assigned by the result of a final rule implementing regulatory


amendmentsregulations based on recommendationsthe risks believed inherent in the type of the Basel Committee on Banking Supervision and certain requirementsasset. Higher levels of the Dodd-Frank Act.

The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and Total capitalare required for asset categories believed to risk-weighted assets of at least 4.5%, 6% and 8%, respectively. The regulations also establish a minimum required leverage ratio of at least 4% of Tier 1 capital.present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additionaladditional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulativenon-cumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additionaladditional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised a one-time opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). PyraMax Bank did exercise the opt-out election.assets. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios,assessing an institution’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned bycapital adequacy, the regulations based onOffice of the riskComptroller of the Currency takes into consideration not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.necessary.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each year until fully implemented at 2.5% on January 1, 2019.

At December 31, 2019, PyraMax Bank’s capital exceeded all applicable requirements including the applicable capital conservation buffer. See “Historical and Pro Forma Regulatory Capital Compliance.”

Legislation enacted in May 2018 requiresEGRRCPA required the federal banking agencies, including the Office of the Comptroller of the Currency, to establish a “community bank leverage ratio” of between 8% and 10% for qualifying institutions with assets of less than $10 billion of assets an elective “community bank leverage ratio” of between 8 to 10%.billion. Institutions with a capital level at or exceeding the ratio and otherwise meeting the specified requirementrequirements, and electing the alternative framework, are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. The optional “communityFinal rules issued by the agencies established the community bank leverage ratio” was establishedratio at 9% tierTier 1 capital to total average total assets, and was effective January 1, 2020. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. An institution that temporarily ceases to meet any qualifying criteria is provided with a two quarter grace period to regain compliance. Failure to meet the qualifying criteria within the grace period or maintain a leverage ratio of 8% or greater requires the institution to comply with the generally applicable regulatory capital requirements.

The CARES Act lowered the community bank leverage ratio to 8%, with a federal regulation making the reduced ratio effective April 23, 2020. The Company did not opt in to the community bank leverage ratio framework for the year ended December 30, 2020. Another regulation was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and to 9% thereafter.

At December 31, 2020, PyraMax Bank’s capital exceeded all applicable requirements.

Loans-to-One Borrower.Generally, a federal savings bank, including a covered savings association, may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be lent,loaned, equal to 10% of unimpaired capital and surplus, if the excess is secured by “readilyreadily marketable collateral, which generally includes certain financial instruments (butdoes not include real estate). As ofestate. At December 31, 2019,2020, PyraMax Bank was in compliance with the loans-to-one borrower limitations.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set


forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Prompt Corrective Action. Under the federal Prompt Corrective Action statute, the Office of the Comptroller of the Currency is required to take supervisory actions against undercapitalized institutions under its jurisdiction, the severity of which depends upon the institution’s level of capital. An institution that has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4% is considered to be “undercapitalized.” A savings institution that has total risk-based capital of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized.” A savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.”

Generally, the Office of the Comptroller of the Currency is required to appoint a receiver or conservator for a federal savings bank that becomes “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the Office of the Comptroller of the Currency within 45 days of the date that a federal savings bank is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company of a federal savings bank that is required to submit a capital restoration plan must guarantee performance under the plan in an amount of up to the lesser of 5.0% of the savings bank’s assets at the time it was deemed to be undercapitalized by the Office of the Comptroller of the Currency or the amount necessary to restore the savings bank to adequately capitalized status. This guarantee remains in place until the Office of the Comptroller of the Currency notifies the savings bank that it has maintained adequately capitalized status for each of four consecutive calendar quarters. Institutions that are undercapitalized become subject to certain mandatory measures such as restrictions on capital distributions and asset growth. The Office of the Comptroller of the Currency may also take any one of a number of discretionary supervisory actions against undercapitalized federal savings banks, including the issuance of a capital directive and the replacement of senior executive officers and directors.

At December 31, 2019, PyraMax Bank met the criteria for being considered “well capitalized,” which means that its total risk-based capital ratio exceeded 10%, its Tier 1 risk-based ratio exceeded 8.0%, its common equity Tier 1 ratio exceeded 6.5% and its leverage ratio exceeded 5.0%.

An institution which elects and complies with the “community bank leverage ratio” framework is considered “well-capitalized.”

Qualified Thrift Lender Test. As a federal savings bank, PyraMax Bank must satisfy the qualified thrift lender, or “QTL,” test. Under the QTL test, PyraMax Bank must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of every 12-month period. “Portfolio assets” generally means total assets of a savings bank, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings bank’s business.

Alternatively, PyraMax Bank may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code.

A savings bank that fails the QTL test must operate under specified restrictions set forth in the Home Owners’ Loan Act. The Dodd-Frank Act made noncompliance with the QTL test subject to agency enforcement action for a violation of law. At December 31, 2019, PyraMax Bank satisfied the QTL test.

Capital Distributions.Federal regulations govern capital distributions by a federal savings bank, which include cash dividends stock repurchases and other transactions charged to the savings bank’s capital account. A federal savings bank must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if:

the total capital distributions for the applicable calendar year exceed the sum of the savings bank’s net income for that year to date plus the savings bank’s retained net income for the preceding two years;

the savings bank would not be at least adequately capitalized following the distribution;


 

the savings bank would not be at least adequately capitalized following the distribution;

the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or

the savings bank is not eligible for expedited treatment of its filings.filings, generally due to an unsatisfactory CAMELS rating or being subject to a cease and desist order or formal written agreement that requires action to improve the institution’s financial condition.

Even if an application is not otherwise required, every savings bank that is a subsidiary of a savings and loan holding company, such as PyraMax Bank, must still file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend.dividend or approves a capital distribution.

AnA notice or application or notice related to a capital distribution may be disapproved if:

the federal savings bank would be undercapitalized following the distribution;

the proposed capital distribution raises safety and soundness concerns; or

the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

In addition, the Federal Deposit Insurance Act generally provides that an insured depository institution shallmay not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement. A federal savings bank also may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account established in connection with its conversion to stock form.

Community Reinvestment Act and Fair Lending Laws. All federal savings banksinsured depository institutions have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a federal savings bank, theThe Office of the Comptroller of the Currency is required to assess the federal savings bank’s record of compliance with the Community Reinvestment Act. A savings bank’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes.practices. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.

In June 2020, the Office of the Comptroller of the Currency issued a final rule clarifying and expanding the activities that qualify for Community Reinvestment Act credit and, according to the agency, seeking to create a more consistent and objective method for evaluating Community Reinvestment Act performance. The final rule was effective October 1, 2020, but compliance with certain of the revised requirements is not mandatory for institutions of PyraMax Bank’s asset size until January 1, 2024.

The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. PyraMax Bank received an “Outstanding”a “outstanding” Community Reinvestment Act rating in its most recent federal evaluation.examination.

Transactions with Related Parties. A federal savings bank’s An insured depository institution’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls, or is under common control with, an insured depository institution such as PyraMax Bank.Bank, FSB. The Company is an affiliate of PyraMax Bank because of its control of PyraMax Bank. In general, certain transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings bank from lending to any of its affiliates that

are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets from an affiliate and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.

PyraMax Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:

be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of PyraMax Bank’s capital.


In addition, extensions of credit in excess of certain limits must be approved by PyraMax Bank’s board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

Enforcement. The Office of the Comptroller of the Currency has primary enforcement responsibility over federal savings banks and has authority to bring enforcement action against all “institution-affiliated parties,” including directors, officers, stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings bank. Formal enforcement action by the Office of the Comptroller of the Currency may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution toand the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $50,000$25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $2.0$1.0 million per day. The FDICFederal Deposit Insurance Corporation also has the authority to terminate deposit insurance or recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular federal savings bank. If such action is not taken, the FDICFederal Deposit Insurance Corporation has authority to take the action under specified circumstances.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Branching. A federal savings bank that has not elected “covered savings association” status generally has authority to establish branches in any state or states of the United States and its territories. Such authority is subject to Office of the Comptroller of the Currency approval for new branches.

Prompt Corrective Action. Federal law requires, among other things, that federal bank regulators take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For this purpose, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Under applicable regulations, an institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater,

a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on the payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized bank’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more additional restrictions, including a regulatory order to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, ceasing receipt of deposits from correspondent banks, dismissal of directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

The previously referenced final rule establishing an elective “community bank leverage ratio” regulatory capital framework provides that a qualifying institution whose capital exceeds the community bank leverage ratio and opts to use that framework will be considered “well-capitalized” for purposes of prompt corrective action.

At December 31, 2020, PyraMax Bank met the criteria for being considered “well capitalized.”

Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as PyraMax Bank. Deposit accounts in PyraMax Bank, are insured by the FDIC generally up to a maximum of $250,000 per separately insured depositor and updepositor. The FDIC charges insured depository institutions premiums to a maximummaintain the Deposit Insurance Fund.

Under the FDIC’s risk-based assessment system, institutions deemed less risky of $250,000 for self-directed retirement accounts.

Effective July 1, 2016, the FDIC adopted changes to its assessment system.failure pay lower assessments. Assessments for most institutions of less than $10 billion of assets are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years. In conjunction with the Deposit Insurance Fund reserve ratio achieving 1.35%, the assessment range (inclusive of possible adjustments) was reduced for most banks and savings banks to 1.5 basis points to 30 basis points.

The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of PyraMax Bank. PyraMax BankWe cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.Federal Deposit Insurance Corporation. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.

Privacy Regulations.Federal Home Loan Bank System.regulations generally require that PyraMax Bank isdisclose its privacy policy, including identifying with whom it shares a membercustomer’s “non-public personal information,” to customers at the time of establishing the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the Federal Home Loan Bank of Chicago,customer relationship and annually thereafter. In addition, PyraMax Bank is required to acquireprovide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and hold shares of capital stock in the Federal Home Loan Bank. As of December 31, 2019,not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. PyraMax Bank wascurrently has a privacy protection policy in place and believes that such policy is in compliance with this requirement.the regulations.

USA PATRIOT Act. PyraMax Bank is subject to the USA PATRIOT Act, which gives federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. The USA PATRIOT Act contains provisions intended to encourage information sharing among bank regulatory agencies and law enforcement bodies and imposes affirmative obligations on financial institutions, such as enhanced recordkeeping and customer identification requirements.

Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

Other Regulations

Interest and other charges collected or contracted for by PyraMax Bank are subject to state usury laws and federal laws concerning interest rates. PyraMax Bank’sLoan operations are also subject to state and federal laws applicable to credit transactions, such as the:

Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin andcreed or other prohibited factors in extending credit;

Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; and

 


Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

Truth in Savings Act, governing disclosures with respect to deposit accounts; and

rulesRules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The deposit operations of PyraMax Bank also are subject to, among others, the:

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; and

The USA PATRIOT Act, which requires savings banks to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under the Bank SecrecyElectronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the Officeuse of Foreign Assets Control regulations;automated teller machines and other electronic banking services.

Federal Home Loan Bank System

PyraMax Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Gramm-Leach-Bliley Act, which places limitationsFederal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. PyraMax Bank was in compliance with this requirement at December 31, 2020. Based on redemption provisions of the Federal Home Loan Bank of Chicago, the stock has no quoted market value and is carried at cost. PyraMax Bank reviews for impairment, based on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically,ultimate recoverability, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out”cost basis of the sharingFederal Home Loan Bank of certain personal financial information with unaffiliated third parties.Chicago stock. At December 31, 2020, no impairment had been recognized.

Holding Company Regulation

General.The Company and 1895 Bancorp of Wisconsin, MHC areis a unitary savings and loan holding companies within the meaning of the Home Owners’ Loan Act. As such, the Companycompany subject to regulation and 1895 Bancorp of Wisconsin, MHC are registered withsupervision by the Federal Reserve Board and subject to the regulation, examination, supervision and reporting requirements applicable to savings and loan holding companies. In addition, theBoard. The Federal Reserve Board has enforcement authority over the Company 1895 Bancorp of Wisconsin, MHC and its non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to PyraMax Bank.

As a savings and loan holding company, the subsidiary savings institution.

Permissible Activities. Under present law, the businessCompany’s activities of the Company and 1895 Bancorp of Wisconsin, MHC are generally limited to those activities permissible by law for financial holding companies under Section 4(k) of(if the Bank Holding Company Act of 1956,makes an election to be treated as amended, provided certain conditions are met anda financial holding company status is elected, and formeets the other requirements to be a financial holding company) or multiple savings and loan holding companies. The Company has no present intention to make an election to be treated as a financial holding company. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savingsSuch activities include lending and loan holding company is generally limited toother activities permissiblepermitted for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subjectinsurance and underwriting equity securities. Multiple savings and loan holding companies are authorized to regulatory approval, and certain additionalengage in activities authorizedspecified by federal regulations. Theregulation, including activities permitted for bank holding companies under Section 4(c)(8) of the Bank Holding Company and 1895 Bancorp of Wisconsin, MHC have not elected financial holding company status.Act.

Federal law prohibits a savings and loan holding company, including the Company and 1895 Bancorp of Wisconsin, MHC, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings bankinstitution or savings and loan holding company without prior written approval of the Federal Reserve Board, approval.and from acquiring or retaining control of any depository institution not insured by the FDIC. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considersmust consider such factors such as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on and the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.


The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple A savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:

the approval of interstate supervisory acquisitions by savings and loan holding companies; and

the acquisition ofmay not acquire a savings institution in another state ifand hold the lawstarget institution as a separate subsidiary unless it is a supervisory acquisition or the law of the state ofin which the target is located authorizes such acquisitions by out-of-statesavings institution specifically permit such acquisition.and loan holding companies.

Capital.Savings and loan holding companies have historically not been subjected towith less than $3 billion in consolidated assets are exempt from consolidated regulatory capital requirements. The Dodd-Frank Act requiredrequirements, unless the Federal Reserve Board to establish for all bank anddetermines otherwise in particular cases.

The Federal Reserve Board has promulgated regulations implementing the “source of strength” doctrine that require holding companies, including savings and loan holding companies, minimum consolidatedto act as a source of strength to their subsidiary depository institutions by providing capital, requirements that are as stringent as those required for the insured depository subsidiaries. However, pursuant to legislation passedliquidity and other support in December 2014, the Federal Reserve Board extended to savings and loan holding companies the applicabilitytimes of the “Small Bank Holding Company” exception to its consolidated capital requirements and increased the threshold for the exception from $500 million of consolidated assets to $1.0 billion, effective May 15, 2015. Legislation in 2018 directed the Federal Reserve Board to expand the applicability of the exception to holding companies of up to $3.0 billion of consolidated assets. As a result, holding companies with less than $3.0 billion of consolidated assets are generally not subject to the regulatory capital requirements unless otherwise directed by the Federal Reserve.financial stress.

Source of Strength. The Dodd-Frank Act extended the “source of strength” doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations requiring that all savings and loan holding companies serve as a source of financial and managerial strength to their subsidiary depository institutions.

Dividends and Stock Repurchases. The Federal Reserve Board has issued a policy statementsupervisory policies regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies and savings and loan holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatoryFederal Reserve Board guidance provides for prior regulatory consultation with Federal Reserve Bank staff concerning dividendsrespect to capital distributions in certain circumstances, such as where the company’s net income for the past four quarters, net of dividendscapital distributions previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate orof earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a savings and loan holding company to pay dividends may be restricted if a subsidiary savings bank becomes undercapitalized. The regulatoryFederal Reserve Board guidance also states that a savings and loan holding company should inform the Federal Reserve BankBoard supervisory staff prior tobefore redeeming or repurchasing common stock or perpetual preferred stock if the savings and loan holding company is experiencing financial weaknesses or if the repurchase or redemption would result, in a net reduction, at the end of a quarter, in a net reduction in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

Waivers of Dividends by 1895 Bancorp of Wisconsin, MHC. The Company may pay dividends on its common stock to public stockholders. If it does, it is also required to pay dividends to 1895 Bancorp of Wisconsin, MHC, unless 1895 Bancorp of Wisconsin, MHC elects to waive the receipt of dividends. Under the Dodd-Frank Act, 1895 Bancorp of Wisconsin, MHC must receive the approval of the Federal Reserve Board before it may waive the receipt of any dividends from the Company The Federal Reserve Board has issued an interim final rule providing that it will not object to dividend waivers under certain circumstances, including circumstances where the waiver is not detrimental to the safe and sound operation of the savings bank and a majority of the mutual holding company’s members have approved the waiver of dividends by the mutual holding company within the previous twelve months. In addition, for a “non-grandfathered” mutual holding company such as 1895 Bancorp of Wisconsin, MHC, each officer or director of the Company and PyraMax Bank, and any tax-qualified stock benefit plan or non-tax-qualified stock benefit plan in which such individual participates that holds any shares of stock to which the waiver would apply, must waive the right to receive any such dividend declared. In addition, any dividends waived by 1895 Bancorp of Wisconsin, MHC must be considered in determining an appropriate exchange ratio in the event of a conversion of the mutual holding company to stock form.

Acquisition. Under the Federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of aRegulations


savings and loan holding company. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the company’s outstanding voting stock, unless the Federal Reserve Board has found that the acquisition will not result in control of the company. A change in control definitively occurs upon the acquisition of 25% or more of the company’s outstanding voting stock. Under the Change in Bank Control Act, no person may acquire “control” of a savings and loan holding company, such as the Company, unless the Federal Reserve Board generally has been given 60 days fromdays’ prior written notice and has not issued a notice disapproving the filing of a complete notice to act,proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the institution’s directors, or a determination by the regulator that the acquirer has the power, directly or indirectly, to exercise a controlling influence over the management or policies of the institution. There is a presumption of control upon the acquisition of 10% or more of a class of voting stock under certain circumstances, such as where the holding company involved has its shares registered under the Securities Exchange Act of 1934.

The Federal Reserve Board has adopted a final rule, effective September 30, 2020, that revises its framework for determining whether a company has a “controlling influence” over a bank or savings and loan holding company for purposes of the Bank and Savings and Loan Holding Company Acts.

Federal Securities Laws

The Company’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations.

Emerging Growth Company Status

The Company is an emerging growth company. For as long as the Company continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, the Company also is subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Such an election is irrevocable during the period a company is an emerging growth company. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

The Company will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the completion of its subscription offering; (ii) the first fiscal year after our annual gross revenues are $1.07 billion (adjusted for inflation) or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year.

ITEM 1A. Risk Factors

Risks Related to the COVID-19 Pandemic

The recent global coronaviruseconomic impact of the COVID-19 outbreak may pose risks and could harm businessadversely affect our financial condition and results of operations.

The coronavirus (COVID-19) pandemic has caused significant economic dislocation in the United States as many state and local governments have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. This has resulted in a slow-down in economic activity and a related increase in unemployment. Since the Company.

COVID-19 outbreak, millions of individuals have filed claims for unemployment. In December 2019,response to the COVID-19 outbreak, the Federal Reserve Board reduced the benchmark federal funds rate to a coronavirus (“COVID-19”) was reported in China,target range of 0% to 0.25%, and in March 2020, the World Health Organization declared it ayields on 10- and 30-year U.S. Treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers, and federal legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Limitations have been placed on our ability to foreclose on properties during the COVID-19 pandemic. Since first being reported in China, the coronavirus has spread to additional countriesCertain industries have been particularly hard-hit, including the United States. travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have employees working remotely as needed and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the coronavirusCOVID-19 outbreak on businesses of the Company, and there is no guarantee that efforts by the Company to address the adverse impacts of the coronavirus will be effective.our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the COVID-19 can be controlled and cannot be predicted, including new informationabated. Further, while jurisdictions in which may emerge concerningwe operate have gradually allowed the severityre-opening of businesses and other organizations and removed the sheltering restrictions, it is premature to assess whether doing so will result in a meaningful increase in economic activity and the impact of such actions on further COVID-19 cases. As the result of the coronavirusCOVID-19 pandemic and actions takenthe related adverse local and national economic consequences, we could continue to contain the coronavirus or its impact, among others.

The ultimate risk posed by coronavirus remains highly uncertain; however, reports asbe subject to any of the datefollowing risks, any of this proxy statement/prospectus suggest that COVID-19 spreads more quicklywhich could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

Demand for our products and services may decline, making it difficult to grow assets and income.

If the economy is unable to substantially and successfully reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income.

Collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase.

Our allowance for loan losses has a higher mortality rate than flu-like epidemicsbeen and may have to be further increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income.

The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

As the result of the recent past. COVID-19 therefore posesdecline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may continue to decline to a materialgreater extent than the decline in our cost of interest-bearing liabilities, further reducing our net interest margin and spread and reducing net income.

Our cyber security risks are increased as the result of an increase in the number of employees working remotely.

A worsening of business and economic conditions or in the financial markets could result in an impairment of certain intangible assets. Among other things, a worsening of business and economic conditions could adversely affect our operating results, which, in turn, might require us to recognize an impairment to our deferred tax asset. See “—Risks Related to our Business Strategy – Our ability to recognize the benefits of deferred tax assets is dependent on taxable income.”

We are subject to litigation, regulatory enforcement risk and reputation risk regarding our participation in the PPP and the risk that the SBA may not fund some or all PPP loan guarantees.

The occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform impairment testing that could result in an impairment charge being recorded for that period.

We rely on third-party vendors for certain services and the unavailability of a critical service due to theCOVID-19 outbreak could have an adverse effect on us.

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable replacements in the event of key employee loss or unavailability.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations of the Company and potentially could create risks for the Company, including:prospects.

•     risksRisks Related to the capital markets that may impact the performance of our investment securities portfolio;

•     effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating the companies’ financial reporting and internal controls;

•     declines in demand for loans and other banking services and products, as well as a decline in the credit quality of our loan portfolio, owing to the effects of COVID-19 in the markets served by the Company;  

•     declines in demand resulting from adverse impacts of the disease on businesses deemed to be “non-essential” by governments in the markets served by the Company; and

•     increasing or protracted volatility in the price of the Company’s common stock.

These factors, together or in combination with other events or occurrences not yet known or anticipated, could adversely affect the value of the Company. If the Company is unable to recover from a business disruption on a timely basis, the Company's business and financial conditions and results of operations could be adversely affected. The Company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.Lending Activities

We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans.loans both directly and through participations. These loans involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, 2019,2020, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied real estate loans) totaled $180.5$189.3 million, or 57.8%57.1% of our loan portfolio, and commercial loans (which includes commercial and industrial loans) totaled $34.1$46.2 million, or 10.9%13.9% of our loan portfolio. Of this aggregate amount, we had $69.4$71.2 million in non-owner


occupied non-residential real estate, $59.4$65.8 million in multi-family residential real estate, $39.5$37.6 million in owner occupied non-residential real estate, $9.7$10.2 million in non-owner occupied residential real estate, $904,000$4.5 in commercial real estate construction loans, and $1.6$1.5 million in commercial land development loans. We intend to increase originations of these types of loans.

Given their larger balances and the complexity of the underlying collateral, commercial real estate and commercial loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate and commercial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local, regional and national real estate market or economy. A downturn in the real estate market or the local, regional and national economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. Further, unlike residential mortgage loans, commercial real estate loans and commercial loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may depreciate over time, may be more difficult to appraise or liquidate and may be more susceptible to fluctuation in value at default. In addition, the physical condition of non-owner occupied properties may be below that of owner occupied properties due to lax property maintenance standards, which have a negative impact on the value of the collateral properties. As our commercial real estate and commercial loan portfolios increase, and to the extent that after the offering we choose to take advantage of our greater lending limit and increase the average size of our commercial real estate loans and commercial loans, the corresponding risks and potential for losses from these loans may also increase.

Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.

Our commercial real estate loan portfolio has decreasedincreased to $180.5$189.3 million, or 57.8%57.1% of total loans, at December 31, 20192020 from $193.8$178.9 million, or 52.0%57.3% of total loans, at December 31, 2018.2019. We intend to continue our emphasis on originating commercial real estate and commercial loan originations. Many of these loans have not been subjected to a prolonged period of unfavorable economic conditions. As a result, it is difficult to predict the future performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

The levelIf our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolios of commercial real estate and commercial business loans, as well as any future credit deterioration, including as a result of COVID-19, could require us to increase our allowance for loan losses in the future. At December 31, 2020, our allowance for loan losses was 0.82% of total loans and 210.0% of non-performing loans. At December 31, 2020, our allowance for loan losses was 0.86% of total loans (excluding PPP loans) and 210.0% of non-performing loans (excluding PPP loans). Material additions to our allowance would materially decrease our net income.

In addition, bank regulators periodically review our allowance for loan losses and, as a result of such reviews, we may be required to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

We may be required to increase our allowance for credit losses materially when the CECL accounting standard becomes effective for us.

The Financial Accounting Standards Board has delayed the effective date of the implementation of the Current Expected Credit Loss, or “CECL” standard for us until January 1, 2023. CECL will be a significant change from the standard currently applicable to us, because it will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans and to recognize the expected credit losses as allowances for credit losses. This will change the current method of providing allowances for loan losses that are incurred or probable, which would likely require us to increase our allowance for credit losses, and to greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses.

We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may subjectforeclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to additionalincur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the

affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

We are subject to regulatory scrutiny.enforcement risk and reputation risk regarding our participation in the PPP, we are subject to litigation risk with respect to our participation in the PPP, and we are subject to the risk that the SBA may not fund some or all PPP loan guarantees.

The FDIC,CARES Act included the PPP as a loan program administered through the SBA. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other lenders, subject to detailed qualifications and eligibility criteria.

Because of the short timeframe between the passing of the CARES Act and implementation of the PPP, some of the rules and guidance relating to the PPP were issued after lenders began processing PPP applications. Also, there was and continues to be uncertainty in the laws, rules and guidance relating to the PPP. Since the launch of the PPP, several banks have been subject to litigation regarding the procedures used in processing PPP applications that assisted borrowers in obtaining PPP loans. In addition, some banks and borrowers have received negative media attention associated with PPP loans. Although we believe that we have administered the PPP in accordance with all applicable laws, regulations and guidance, we may be exposed to litigation risk and negative media attention related to our participation in the PPP. If any such litigation is not resolved in in our favor, it may result in significant financial liability to us or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or media attention could have a material adverse impact on our business, financial condition, and results of operations.

Federal Reserve Board and state regulators can impose or request that we consent to substantial sanctions, restrictions and requirements if they determine there are violations of laws, rules or regulations or weaknesses or failures with respect to general standards of safety and soundness, including with respect to the PPP, which could adversely affect our business, reputation, results of operation and financial condition, and thereby adversely affect your investment.

We also have credit risk on PPP loans if the SBA determines that there is a deficiency in the manner in which we originated, funded or serviced loans, including any issue with the eligibility of a borrower to receive a PPP loan. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which we originated, funded or serviced a PPP loan, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty or, if the SBA has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

PyraMax Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and 1895 Bancorp of Wisconsin, MHC and the Company are subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of PyraMax Bank, rather than for our stockholders. Regulatory authorities have promulgated joint guidanceextensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on soundour operations, the classification of our assets and determination of the adequacy of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand. We have not been subject to fines or other penalties, nor have we suffered business or reputational harm, as a result of money laundering activities in the past.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount.

The application of these capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. Specifically, PyraMax Bank’s ability to pay dividends to the Company will be limited if it does not maintain the capital conservation buffer required by the capital rules, which may further limit the Company’s ability to pay dividends to its stockholders. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”

The Federal Reserve Board may require us to commit capital resources to support PyraMax Bank.

Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore the holding company may be required to borrow the funds or raise capital. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Thus, any borrowing that must be done by the Company to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board, which regulates the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

The Company is an emerging growth company. For as long as the Company continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, the Company also is not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Market Interest Rates

A continuation of the historically low interest rate environment may adversely affect our net interest income and profitability.

In recent years the Federal Reserve Board has maintained interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. Our ability to reduce our interest expense may be limited at current interest rate levels while the average yield on our interest-earning assets may continue to decrease. A continuation of a low interest rate environment may adversely affect our net interest income, which would have an adverse effect on our profitability.

Future changes in interest rates could reduce our profits and asset values.

Net interest income makes up a majority of our income and is based on the difference between (i) the interest income we earn on interest-earning assets, such as loans and securities, and (ii) the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, current interest rates.

This creates reinvestment risk, management practiceswhich is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions with concentrationsthat originate longer-term, fixed rate mortgage loans.

Any substantial, unexpected, prolonged change in commercial real estate lending. Under this guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution maymarket interest rates could have a concentrationmaterial adverse effect on our financial condition, liquidity and results of operations. Changes in commercial real estate lending if, among other factors (i) total reported loans for construction, land developmentthe level of interest rates also may negatively affect the value of our assets and other land represent 100% or moreultimately affect our earnings.

We monitor interest rate risk through the use of total capital, or (ii) total reported loans secured by multi-family and non-farm non-residential properties, loans for construction, land development and other land, and loans otherwise sensitive to the general commercial real estate market,simulation models, including loans to commercial real estate related entities, represent 300% or more of total capital. The particular focusestimates of the guidance is on exposure to commercial real estate loans that are dependent onamounts by which the cash flow from the real estate held as collateralfair value of our assets and that are likely to be at greater risk to conditionsliabilities (our economic value of equity or “EVE”) and our net interest income would change in the commercial real estateevent of a range of assumed changes in market (as opposed to real estate collateral held as a secondary sourceinterest rates. As of repayment or asDecember 31, 2020, in the event of an abundance of caution). The purpose of the guidance is to guide banksinstantaneous 200 basis point increase in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. We have concludedinterest rates, we estimate that we havewould experience a concentration17.3% increase in commercial real estate lending under the foregoing standards because our balanceEVE and a 14.0% increase in commercial real estate loans at December 31, 2019 represents more than 300%net interest income. For further discussion of total capital. Owner occupied commercial real estate totals 67.4%how changes in interest rates could impact us, see “Management’s Discussion and Analysis of total capital, while non-owner occupied commercial real estate totals an additional 118.2%Financial Condition and Results of total capital. While we believe we have implemented policies and procedures with respectOperations—Management of Market Risk.”

Risks Related to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us.Business Strategy


Our business strategy includes managed growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in loans and deposits. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including the ability of our executive officers to execute our business strategy to increase commercial real estate and commercial loans and to increase our new and existing customers’ deposit relationships, our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings unless and until certain economiesthe expected benefits of scalesuch growth are reached.achieved.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships, and have been integral in the restructuring of our operations, including the implementation of a more aggressive sales culture within our institution. Any one of them could be difficult to replace. Our loss of these persons, including as a result of the COVID-19 pandemic, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

The time to integrate our recently appointed executive officer may adversely affect our ability to timely institute changes necessary to react to competition.

We recently appointed David R. Ball as President and Chief Operating Officer and a director of the Company and PyraMax Bank. Mr. Ball was not previously employed by PyraMax Bank. Effectively integrating Mr. Ball into our senior management team will likely take time, and until that integration process is complete, our ability to timely institute changes necessary to react to competition may be adversely affected and could reduce our net income.

Our utilization of time deposits, including brokered certificates of deposit, as a source of funds for loans and our other liquidity needs could have an adverse effect on our operating results.

We rely primarily on deposits for funds to make loans and provide for our other liquidity needs, including time deposits and brokered certificates of deposit. As of December 31, 2019,2020, brokered deposits represented approximately 8.6%1.5% of our total deposits. Such deposits may not be as stable as other types of deposits and, in the future, depositors may not renew those time deposits when they mature, or we may have to pay a higher rate of interest to attract or keep them or to replace them with other deposits or with funds from other sources. Not being able to attract those deposits or to keep or replace them as they mature would adversely affect our liquidity. Additionally, we are regulated by the Office of the Comptroller of the Currency, which requires us to maintain certain capital levels to be considered “well capitalized.” If we fail to maintain these capital levels, we could lose our ability to obtain funding through brokered deposits. In addition, we may also be restricted from paying higher deposit rates to attract, keep or replace those deposits, which could have a negative effect on our operating results and the value of our common stock.

Our cost of operations is high relative to our revenues.

The cost of generating our income is measured by our efficiency ratio (the ratio of non-interest expense to the sum of net interest income and non-interest income). Our efficiency ratio was 97.3%, 101.7%83.7% and 112.2%97.3% for the years ended December 31, 2019, 20182020 and 2017,2019, respectively. Our efficiency ratio lags our peer group as our competitors for loans and deposits are often larger banks who can offer very competitive terms to originate and retain commercial real estate and commercial loans, as well as very competitive rates on deposit products. Additionally, our interest expense is higher than our peer group as our sources of funding tend to rely on higher-cost brokered certificates of deposit and Federal Home Loan Bank (“FHLB”)FHLB advances more than our competitors. We have also had a series of significant one-time expenses over the last several years, including core data processing conversion, branch sale costs and expenses related to our self-insured healthcare coverage. .

We face additional risks due to our mortgage banking activities that could negatively impact net income and liquidity.

We sell the majority of the fixed-rate conforming and eligible jumbo one-to four-family residential real estate loans that we originate. The sale of these loans generates noninterest income and are a source of liquidity for the Company.us. Disruption in the secondary market for residential mortgage loans could result in our inability to sell mortgage loans, which could negatively impact our liquidity position and earnings. In addition, declines in real estate values or increases in interest rates could reduce the potential for robust mortgage originations, which could negatively impact our earnings. As we do sell mortgage loans, we also face the risk that such loans may have been made in breach of our representations and warranties to the buyers and we could be forced to repurchase such loans or pay other damages.


We dependGain on sales of loans comprises a significant portion of our management teamrevenue.

Our net gain on sales of loans constitutes a meaningful component of our revenue. The gain on such sales for the years ended December 31, 2020 and 2019 was $3.5 million and $715,000, respectively. Any increase in market interest rates may reduce our mortgage loan originations, resulting in fewer loans available for sale. This would result in a decrease in our non-interest income. Further, when we sell loans, we are required to implementmake customary representations and warranties about such loans to the purchaser. Our loan sale agreements may require us to repurchase or substitute mortgage loans or indemnify investors if we breach certain representations and warranties made to purchasers. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of a payment default on a mortgage loan shortly after its sale. Any of the foregoing could harm our business, strategy and execute successfulcash flow, results of operations and we couldfinancial condition.

Our ability to recognize the benefits of deferred tax assets is dependent on taxable income.

The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be harmed byrecovered or settled.

We recognize the lossexpected future tax benefit from deferred tax assets when it is more likely than not that the tax benefit will be realized. Otherwise, a valuation allowance is applied against deferred tax assets, reducing the value of their services.such assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. Estimates of future taxable income are based on forecasted income from operations and the application of existing tax laws in each jurisdiction.

We are dependent uponEach quarter, the servicesCompany assesses its deferred tax asset position, including the recoverability of this asset or the need for a valuation allowance. This assessment takes into consideration positive and negative evidence to determine whether it is more likely than not that a portion of the membersasset will not be realized. If the Company is not able to recognize deferred tax assets in future periods, it could have a material adverse effect on the Company’s business, financial condition, and results of operations.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. In addition, we will continue to make investments in research, development, and marketing for new products and services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services we may invest significant time and resources. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. Furthermore, if customers do not perceive our senior management team who directnew offerings as providing significant value, they may fail to accept our strategynew products and operations. Our executive officersservices. External factors, such as compliance with regulations, competitive alternatives, and lending personnel possess expertise in our markets and key business relationships, and have been integral inshifting market preferences, may also impact the restructuring of our operations, including thesuccessful implementation of a more aggressive sales culture withinnew line of business or a new product or service. Furthermore, the burden on management and our institution. Any oneinformation technology of themintroducing any new line of business and/or new product or service could be difficulthave a significant impact on the effectiveness of our system of internal controls. Failure to replace. Our losssuccessfully manage these risks in the development and implementation of these persons,new lines of business or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy andnew products or services could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

We maintain an allowance for loan losses, which is established through a provision for loan losses, that represents management’s best estimate of probable losses within the existing portfolio of loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, we rely on our experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of our provision for loan losses. In addition, federal regulators periodically review our allowance for loan losses and as a result of such reviews, we may decide to adjust our allowance for loan losses or recognize further loan charge-offs. However, regulatory agencies are not directly involved in the process of establishing the allowance for loan losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of management. Material additions to the allowance would materially decrease our net income.

We may be adversely affected by recent changes in U.S. tax laws.

Changes in tax laws contained in the Tax Cuts and Jobs Act, which was enacted in December 2017, include a number of provisions that will have an impact on the banking industry, borrowers and the market for single-family residential real estate. Changes include (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes. The recent changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

Acquisitions may disrupt our business and dilute stockholder value.

We evaluate merger and acquisition opportunities with other financial institutions and financial services companies. As a result, negotiations may take place and future mergers or acquisitions with consideration consisting of cash, debt, and/or equity securities may occur at any time. We would seek acquisition partners that offer us either significant market presence or the potential to expand our market footprint and improve profitability through economies of scale or expanded services.

Acquiring other banks, businesses, or branches may have an adverse effect on our financial results and may involve various other risks commonly associated with acquisitions, including, among other things:

difficulty in estimating the value of the target company;

payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term;

potential exposure to unknown or contingent liabilities of the target company;

exposure to potential asset quality problems of the target company;

potential volatility in reported income associated with goodwill impairment losses;

difficulty and expense of integrating the operations and personnel of the target company;

inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits of the acquisition;

potential disruption to our business;

potential diversion of our management’s time and attention;

the possible loss of key employees and customers of the target company; and

potential changes in banking or tax laws or regulations that may affect the target company.

Risks Related to Economic Conditions

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions, especially local conditions, as a result of COVID-19 or otherwise, could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:operations, and could more negatively affect us compared to a financial institution that operates with more geographic diversity:

demandDemand for our products and services may decline;decline.

loanLoan delinquencies, problem assets and foreclosures may increase;increase.

collateralCollateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans; andloans.

theThe net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

Moreover, a significant decline in general local, regional or national economic conditions caused by inflation, recession, pandemic, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or


other factors beyond our control could further impact these local economic conditions disrupt our business and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Additionally,Risks Related to Competitive Matters

Strong competition within our market area may limit our growth and profitability.

Competition in the emergencebanking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms and unregulated or less regulated non-banking entities. Many of widespread health emergenciesthese competitors are substantially larger than us and have substantially greater resources and higher lending limits than we have and offer certain services that we do not or pandemics, such as the potential spreadcannot provide. In addition, some of coronavirus, could leadour competitors offer loans with lower interest rates and/or more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to quarantines, business shutdowns, increases in unemployment, labor shortages, disruptionsattract and retain qualified employees. We expect competition to supply chains, and overall economic instability. Events such as these may become more commonincrease in the future as a result of legislative, regulatory and could cause significant damage such as disrupt powertechnological changes and communicationthe continuing trend of consolidation in the financial services impact the stabilityindustry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market areas. The greater resources and deposit and loan products offered by some of our facilities and result incompetitors may limit our ability to increase our interest-earning assets. For additional expenses, impair the abilityinformation see “Business of our borrowers to repay their loans, reduce the value of collateral securing the repayment of our loans, which could result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition.PyraMax Bank, FSB—Competition.”

Our small size makesmay make it more difficult for us to compete.

Our small asset size makesmay make it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lowerLower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from such activities as securities and insurance brokerage. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

Technology has made it possible for non-banks to offer products and services that traditionally were banking products and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions.

Technology has lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products, and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions. Competition with non-banks, including financial technology (“fintech”) companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. In addition to fintechs, the large technology companies have begun to make efforts toward providing financial services directly to their customers and are expected to continue to explore new ways to do so. Many of these companies have fewer regulatory constraints, and some have lower cost structures, in part due to lack of physical locations. Some of these companies also have greater resources to invest in technological improvements than we currently have. Competition from non-banks and technology companies may cause us to increase the amount we spend on developing new products and services, including our mobile banking applications. Such competition may also prevent us from achieving our growth objectives.

Risks Related to Operational Matters

We face significant operational risks because the financial services business involves a high volume of transactions and because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. Our operationalWe use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and security systems infrastructure, including ourloans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, face regulatory action, civil litigation and/or suffer damage to our reputation. Although to date we have not experienced any technology failures, cyber-attacks or other information or security breaches, there can be no assurance that we will not suffer such losses or other consequences in the future. Our risk and exposure to these matters remain heightened because of, among other things, the evolving nature of these threats and our role as a provider of financial services, our continuous transmission of sensitive information to, and storage of such information by, third parties, including our vendors and regulators, the outsourcing of some of our business operations, threats of cyber terrorism, and system and customer account updates and conversions. As a result, cyber-security and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy


breaches and cyber-attacks, and, although we have not experienced any such events to date, such failures, interruptions or breaches may still occur or may not be adequately addressed if they do occur.

There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. There have been several recent instances involving financial services and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

In addition, we outsource a majority of our data processing requirements to certain third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If theseour third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. To our knowledge, the services and programs provided to us by third parties have not sufferedexperienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

The occurrence of anyWe may not be able to successfully implement future information technology system failures, interruption, or breach ofenhancements, which could adversely affect our business operations and profitability.

We invest significant resources in information technology system enhancements in order to provide functionality and security at an appropriate level. We may not be able to successfully implement and integrate future system enhancements, which could damage our reputationadversely impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in a losssanctions from regulatory authorities. Such sanctions could include fines and suspension of customers and business, subject us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these eventstrading in our stock, among others. In addition, future system enhancements could have a material adverse effect onhigher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.

Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact our financial condition and results of operations.operations and could result in significant costs to remediate or replace the defective components. In addition, we may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.

Future changes in interest rates could reduceOur funding sources may prove insufficient to replace deposits at maturity and support our profitsfuture growth.

We must maintain sufficient funds to respond to the needs of depositors and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for loan losses. Net interest income makes upborrowers. As a majoritypart of our net incomeliquidity management, we use a number of funding sources in addition to deposit growth and is based on the difference between:

the interest income we earn on interest-earning assets, such as loansrepayments and securities; and

the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower interest rates.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepaymentsinvestments. As we continue to grow, we are likely to become more dependent on these sources, which may include FHLB advances, proceeds from the sale of loans, federal funds purchased and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loansbrokered certificates of deposit. Adverse operating results or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed-rate mortgage loans. At December 31, 2019, 70.2% of our loan portfolio consisted of fixed-rate loans.


Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets, liabilities and equity (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. As of December 31, 2019, in the event ofindustry conditions could lead to difficulty or an instantaneous 200 basis point increase in interest rates, we estimate that we would experience an 11.3% decrease in EVE. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 1895 Bancorp of Wisconsin, Inc.—Management of Market Risk.”

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking andinability to access these additional funding sources. Our financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and securities brokerage firms and unregulated or less regulated non-banking entities, operating locally and elsewhere. Many of these competitors have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and fees on more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market area. If we must raise interest rates paid on deposits or lower interest rates charged on our loans due to competition, our net interest margin and profitability could be adversely affected.

The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. For additional information see “Business of 1895 Bancorp of Wisconsin, Inc.—Market Area” and “—Competition.”

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

PyraMax Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and 1895 Bancorp of Wisconsin, Inc. is subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of PyraMax Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.


Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and defines “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, and, when fully phased in, will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and increased each year until fully implemented in January 2019. An institutionflexibility will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the then applicable buffer amount.

The application of more stringent capital requirements could, among other things, result in lower returns on equity, and result in regulatory actionsseverely constrained if we are unable to comply with such requirements. Specifically, PyraMax Bank’s abilitymaintain our access to pay dividendsfunding or if adequate financing is not available to the Company will be limited if it does not have the capital conservation bufferaccommodate future growth at acceptable interest rates. If we are required by the capital rules, which may further limit the Company’s ability to pay dividendsrely more heavily on more expensive funding sources to stockholders. See “Regulation and Supervision—Federal Banking Regulation—Capital Requirements.”

The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy public company reporting requirements will increasesupport future growth, our expenses.

The obligations associated with being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we takerevenues may not be sufficientincrease proportionately to satisfycover our obligations as a public company. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”) requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.costs. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increasethis case, our operating expensesmargins and could divert our management’s attention from our operations.profitability would be adversely affected.

Changes in accounting standards could affect reported earnings.

Risks Related to Accounting Matters

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. In some cases, we could be required to apply new or revised guidance retroactively. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations.


Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing our periodic reports, as well as periodic reports we arewill be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses, fair value measurement (including the value of our mortgage servicing rights), valuation allowances associated with the realization of deferred tax assets and our determinations with respect to amounts owed for income taxes.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

Our internal controls, procedures and policies may fail or be circumvented.

Management regularly reviews and updates our internal controls and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Our recent shift to a remote working model due to COVID-19 has required us to modify some of these controls, which are approved in advance by management and reviewed by the financial reporting internal controls manager and through internal audits. Similar to our other systems of controls, these new modifications can provide only reasonable assurances that the objectives of the system are being met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

Other Risks Related to Our Business

We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, any or all of which could adversely affect our business and operating results.

We will be required to transition from the use of the LIBOR interest rate index in the future.

We have certain loans indexed to the London Interbank Offered Rate (“LIBOR”) to calculate the loan interest rate. As of December 31, 2020, we have extended credit to four customers totaling $8.2 million indexed to the LIBOR. LIBOR will be discontinued on December 31, 2021. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR. Regulators, industry groups and certain committees (e.g. the Alternative Reference Rates Committee) have published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for the LIBOR (e.g. the Secured Overnight Financing Rate), and proposed implementations of the recommended alternatives in floating-rate financial instruments. At this time, it is not possible to predict whether these specific recommendations and proposals will be broadly accepted. The implementation of a substitute index or indices for the calculation of interest rates under our loan agreements with our borrowers may result in our incurring significant expenses in effecting the transition, may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or indices, which could have an adverse effect on our results of operations.

Legal and regulatory proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image,reputation, or our financial condition and results of our operations.

We are subjectSocietal responses to environmental liability risk associated with lending activities or properties we own.climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

A significant portionConcerns over the long-term impacts of our loan portfolio is secured by real estate,climate change have led and we could become subjectwill continue to environmental liabilities with respectlead to one or moregovernmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these properties, or with respectconcerns. We and our customers will need to properties that we own in operating our business. During the ordinary course of business, we may foreclose onrespond to new laws and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs,regulations as well as consumer and business preferences resulting from climate change concerns. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for personal injuryour products and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.services, particularly in certain sectors. In addition, future lawswe could face reductions in creditworthiness on the part of some customers or more stringent interpretations or enforcement policiesin the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property,climate-friendly companies, may not be sufficient to detect all potential environmental hazards. The remediation costseffective in protecting us from the negative impact of new laws and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

We are a community bank and our ability to maintain our reputation is critical to the success of ourregulations or changes in consumer or business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

Our common stock is quoted on the Nasdaq Capital Market under the symbol “BCOW”. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock


on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the total number of our outstanding shares less the shares held by 1895 Bancorp of Wisconsin, MHC, our employee stock ownership plan and our directors and executive officers, is likely to be quite limited. As a result, it is unlikely that an active trading market for the common stock will develop or that, if it develops, it will continue.behavior.

Our stock-based benefit plans will increase our costs, which will reduce our net income.

Our employee stock ownership plan purchased 175,528 shares of common stock in the stock offering. We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

We also adopted a stock-based benefit plan, under which participants may be awarded shares of restricted common stock (at no cost to them) and/or options to purchase shares of our common stock. Under federal regulations, we are authorized to grant awards of stock or options under a stock-based benefit plan in an amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC. The number of shares of commonrestricted stock or options granted under any initial stock-based benefit plan may not exceed 1.96% and 4.90%, respectively, of our total outstanding shares, including shares issued to 1895 Bancorp of Wisconsin, MHC and contributed to the charitable foundation. The shares of restricted common stock granted under the stock-based benefit plan will be expensed by us over their vesting period based on the fair market value of the shares on the date they are awarded and may lead to a reduction to stockholders’ equity. We will generally recognize as an expense in our income statement the grant-date fair value of stock options as such options vest. When we record an expense related to the grant of options using the fair value method, we will incur significant compensation and benefits expense.

The implementation of a stock-based benefit plan may dilute your ownership interest.

We adopted a stock-based benefit plan, following shareholder approval that will be funded through either open market purchases, if permitted, or from the issuance of authorized but unissued shares. Public stockholders would experience a reduction in ownership interest totaling 6.31% in the event newly issued shares are used to fund stock options and restricted stock awards in an amount equal to 4.90% and 1.96%, respectively, of the total shares issued in the mutual holding company reorganization and stock offering (including shares issued to 1895 Bancorp of Wisconsin, MHC and the charitable foundation).

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter. The CARES Act temporarily increased the 10% limitation to 25% for charitable contributions made in the calendar year ended December 31, 2020.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

As of December 31, 2019,2020, the net book value of our real properties, including land, was $5.2$5.1 million. The following is a list of our offices:


Location 

Year
Opened  

Square
Footage  

Owned/
Leased  

Lease
Expiration
Date  

Net Book
Value at
December 31, 2019 

 

(Dollars in thousands)

 

Corporate Office:

 

 

 

 

 

7001 West Edgerton Avenue

Greenfield, WI 53220

1980

23,186

Owned

N/A

$2,075

Branch Offices:

 

 

 

 

 

9000 West Drexel Avenue

Franklin, WI 53132

2004

3,930

Owned

N/A

755

1150 Washington Street

Grafton, WI 53024

2016

5,700

Leased

3/31/2021

405 Rivercrest Court

Mukwonago, WI 53149

1999

3,097

Owned

N/A

463

1015 Marquette Avenue

South Milwaukee, WI 53172

1972

3,942

Owned

N/A

560

1500 East Moreland Avenue

Waukesha, WI 53186

1969

4,546

Owned

N/A

1,386

 

 

 

 

 

 

Total

 

 

 

 

$5,239

 

On December 31, 2019, we closed our leased branch office located at 318 North Water Street, Milwaukee, Wisconsin. We also closed our owned branch office located at 8001 West National Avenue, West Allis, Wisconsin effective December 31, 2019.

Location

  Year
Opened
   Square
Footage
   Owned/
Leased
   Lease
Expiration
Date
   Net Book
Value at
December 31, 2020
 
   (Dollars in thousands)     

Corporate Office:

          

7001 West Edgerton Avenue Greenfield, WI 53220

   1980    23,186    Owned    N/A   $2,028 

Branch Offices:

          

9000 West Drexel Avenue Franklin, WI 53132

   2004    3,930    Owned    N/A    728 

1150 Washington Street Grafton, WI 53024

   2016    5,700    Leased    3/31/2021    —   

405 Rivercrest Court Mukwonago, WI 53149

   1999    3,097    Owned    N/A    450 

1015 Marquette Avenue South Milwaukee, WI 53172

   1972    3,942    Owned    N/A    529 

1500 East Moreland Avenue Waukesha, WI 53186

   1969    4,546    Owned    N/A    1,334 

Total

          $5,069 

ITEM 3. Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, 2019,2020, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

ITEM 4. Mine Safety Disclosures

Not applicable.


PARTPART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market, Holder and Dividend Information. The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “BCOW.” The approximate number of holders of record of the Company common stock as of March 30, 2020,February 22, 2021, was 350. Certain shares of the Company are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The Company does not currently pay cash dividends on its common stock. Dividend payments by the Company are dependent on dividends it receives from PyraMax Bank, because the Company has no source of income other than dividends from PyraMax Bank, earnings from the investment of proceeds from the sale of shares of common stock retained by the Company and interest payments with respect to the Company’s loan to the Employee Stock Ownership Plan. See “Item 1. Business—Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

Securities Authorized for Issuance UnderIssuer Purchases of Equity Compensation Plans. None.Securities. The following table reports information regarding purchases of the Company’s common stock during the fourth quarter of 2020 under the stock repurchase plan approved by the Company’s Board of Directors:

 

Period

  (a) Total Number
of Shares Purchased
   (b) Average
Price Paid per
Share
   (c) Total Number of
Shares Purchased as
Part of Publicly
Announced Programs
   (d) Maximum Number
of Shares that May Yet
Be Purchased Under the
Programs
 

October 1, 2020 through October 31, 2020

   —     $—      —      3,000 

November 1, 2020 through November 30, 2020

   1,953    9.68    1,953    1,047 

December 1, 2020 through December 31, 2020

   1,047    9.92    1,047    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,000   $9.76    3,000    —   
  

 

 

     

 

 

   

On January 31, 2020, the Board of Directors of 1895 Bancorp of Wisconsin, Inc. (the “Company”) adopted a stock repurchase program. Under the repurchase program, the Company may repurchase up torepurchased 109,725 shares of its common stock, or approximately 5% of the current outstanding shares (excluding shares held by 1895 Bancorp of Wisconsin, MHC), and is subject to regulatory non-objection.  at an average price of $9.60 per share.

ITEM 6. Selected Financial Data

Not required for smaller reporting companies.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ThisThe following discussion and analysis reflects our financial statementsis presented to assist the reader in understanding and other relevant statistical data, and is intended to enhance your understandingevaluating of ourthe Company’s financial condition and results of operations. It is intended to complement the consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Annual Report on Form 10-K and should be read in conjunction therewith. The detailed discussion in the sections below focuses on the results of operations for the year ended December 31, 2020, compared to the year ended December 2019, and the financial condition as of December 31, 2020 compared to the financial condition as of December 31, 2019. For a discussion of our results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2019 Form 10-K, filed with the SEC on March 30, 2020. The information in this section has been derived from the audited financial statements, which appear beginning on page F-1 of this Annual Report on Form 10-K.

Impact of COVID-19 Outbreak

During the first quarter of 2020, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as COVID-19. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has restricted the level of economic activity in our markets. In response to the COVID-19 pandemic, the governments of the state of Wisconsin and of most other states have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These measures dramatically increased unemployment in the United States and our market. The unemployment rate for December 2020 was 5.5% in Wisconsin and 6.0% in the Milwaukee-Waukesha-West Allis, Wisconsin Metropolitan Statistical Area, as compared to 3.5% and 3.2%, respectively, for December 2019. The government and private sector responses to the COVID-19 pandemic have negatively impacted many businesses, and thereby threatened the repayment ability of some of our borrowers.

To address the economic impact of COVID-19 in the United States, the CARES Act was signed into law on March 27, 2020. The CARES Act included a number of provisions that affected us, including accounting relief for TDRs. The CARES Act also established the PPP through the SBA, which provided a uniform system to expedite the ability for us to lend money to small businesses to maintain employee payrolls through the crisis with guarantees from the SBA. Under the PPP, the borrower’s obligation to repay loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements. In the event of any such forgiveness or partial forgiveness, the amount forgiven is remitted to us by the SBA. As of December 31, 2020, we have funded 246 PPP loans totaling $17.2 million, of which $13.1 million had been forgiven through December 31, 2020.

On December 27, 2020, the Relief Act became law and provided an additional $284 billion for the PPP, as well as extending the PPP through March 31, 2021. Among the changes to the PPP as a result of the Relief Act include: (1) an opportunity for a second PPP forgivable loan for small businesses and nonprofits with 300 or fewer employees that can demonstrate a loss of 25% of gross receipts in any quarter during 2020 compared to the corresponding quarter in 2019 (or demonstrating a loss of 25% of gross receipts for the calendar year 2020 compared to calendar year 2019);; (2) allowing qualified borrowers to apply for a PPP loan up to 2.5 times (or 3.5 times for small businesses in the restaurant and hospitality industries) the borrower’s average monthly payroll costs in the one-year period prior to the date on which the loan is made or calendar year 2019, limited to a maximum loan amount of $2.0 million; (3) the addition of personal protective equipment expenses, costs associated with outdoor dining, uninsured costs related to property damaged and vandalism or looting due to 2020 public disturbances, supplier costs and a broader category of operational expenses (including cloud computing services and other business software) as eligible and forgivable expenses; (4) simplifying the loan forgiveness process for loans of $150,000 or less; and (5) eliminating the requirement that EIDL Advances will reduce the borrower’s PPP loan forgiveness amount. Additionally, expenses paid with the proceeds of PPP loans that are forgiven (or are reasonably expected to be forgiven) are now tax-deductible, reversing previous guidance from the U.S. Department of the Treasury and the Internal Revenue Service, which did not allow deductions on expenses paid for with PPP loan proceeds which were forgiven (or reasonably expected to be forgiven). We intend to fund additional PPP loans in response to applications from eligible customers. In 2021, we have funded an additional 79 PPP loans totaling $8.2 million through February 28, 2021.

In addition, the Federal Reserve Board, took steps to bolster the economy by, among other things, reducing the federal funds rate and the discount-window borrowing rate to near zero. In response to the pandemic, we implemented protocols and processes to help protect our employees, customers and communities. These measures include:

operating our branches under a drive-through model with appointment-only lobby service for a period of time, leveraging our business continuity plans and capabilities that include critical operations teams being divided and dispersed to separate locations and, when possible, having employees work from home; and

offering assistance to our customers affected by the COVID-19 pandemic, which includes payment deferrals, waiving certain fees, suspending property foreclosures, and participating in the CARES Act and lending programs for businesses, including the PPP.

We have implemented various consumer and commercial loan modification programs to provide our borrowers relief from the economic impacts of COVID-19. Based on guidance in the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from TDR classification under “U.S. GAAP. In addition, the bank regulatory agencies issued interagency guidance stating that COVID-19 related short-term modifications (i.e., six months or less) granted to loans that were current as of the loan modification program implementation date are not TDRs.

As of December 31, 2020, we had deferrals of $308,000 in interest, escrow and principal payments on $14.1 million in outstanding loans. We have not deferred our recognition of interest income with respect to loans subject to modifications. Given the unprecedented uncertainty and rapidly evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impact on our business, results of operations and financial condition are highly uncertain. Should current economic conditions persist or continue to deteriorate, we expect that this macroeconomic environment will have a continued adverse effect on our business and results of operations, which could include, but not be limited to: decreased demand for our products and services, protracted periods of lower interest rates, increased non-interest expenses, including operational losses, and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs.

For additional information, see “Risk Factors—Risks Related to the COVID-19 Pandemic—The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.”

Business Strategy

Our goal is to provide long-term value to our stockholders, customers and employees and the communities we serve by executing a safe and sound business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions.

area.

Our current business strategy consists of the following:

 

Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly higher-yielding commercial loans, while controlling our expenses, we anticipate improving our earnings.

Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a disciplined basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly higher-yielding commercial loans, while controlling our expenses, we anticipate improving our earnings.

 

Grow our loan portfolio prudently and on a managed basis with a focus on diversifying the portfolio, particularly in commercial real estate and commercial lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented with commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans). We intend to retain our presence as a mortgage lender in our market area and continue to increase our focus on originatingorigination commercial real estate and commercial loans (which includes commercial


and industrial loans). The capital including increasing our loan exposure in participations purchased. Over the last several years, we are raising inhave incrementally increased the offering will support an increase inamount of some of our lending limits, which will enable uscommercial real estate and commercial loan originations to preferred borrowers, and we intend to continue to originate largersimilarly-sized loans to new and existing customers.within our present underwriting standards.

Increasing ourthe number of larger commercial real estate loans and commercial business loansloan originations involves risk, as described in “Risk Factors—We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations” and “—Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.”

Continue to increase core deposits, with an emphasis on low cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include checking accounts, money market accounts and statement savings. In particular, our Treasury Management unit focuses on generating and retaining business deposits, which assists in generating fee income. Core deposits have decreased to $202.2 million at December 31, 2019, from $223.9 million at December 31, 2018.

 

Continue to increase core deposits, with an emphasis on low cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include checking accounts, money market accounts and statement savings. In particular, our Treasury Management unit focuses on generating and retaining business deposits, which assists in generating fee income. Core deposits increased to $292.2 million at December 31, 2020, from $202.2 million at December 31, 2019.

Manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. In recent years we have conducted an extensive review of, and have enhanced, our credit, underwriting and loan processing policies and procedures. Our non-performing assets to total assets ratio was 0.47% at December 31, 2019, compared to 0.32% at December 31, 2018 and 0.40% at December 31, 2017. At December 31, 2019, the majority of our non-performing assets were related to residential real estate.

Grow organically and through opportunistic bank or branch acquisitions or de novo branching. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we expect to continue to expand into nearby markets in Wisconsin. We will consider expanding our branch network by establishing new (“de novo”) branches and/or through acquisitions, although we have no current acquisitions or new branches planned. The capital we are raising in the offering will also provide us the opportunity to make acquisitions of other financial institutions or branches thereof, and will help fund improvements in our operating facilities, credit reporting and customer delivery services in order to enhance our competitiveness.

Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions.

Manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. In recent years we have conducted an extensive review of, and have enhanced, our credit, underwriting and loan processing policies and procedures. Our non-performing assets to total assets ratio was 0.25% at December 31, 2020, compared to 0.47% at December 31, 2019. At December 31, 2019, the majority of our non-performing assets were related to residential real estate.

 

These strategies are intended to guide our investment of the net proceeds of the offering.  We intend to continue to pursue our business strategy after the reorganization and the offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.  

Anticipated Increase in Noninterest Expense

Following the January 2019 completion of the reorganization and stock offering, our noninterest expense is expected to increase because of the increased costs associated with operating as a public company, and the increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders, no earlier than six months after the completion of the reorganization.

Continue to grow organically while being aware of acquisition opportunities. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we expect to continue to expand into nearby markets in Wisconsin. We will consider expanding our branch network by establishing new (“de novo”) branches and/or through acquisitions, although we have no current acquisitions or new branches planned.

 

Our noninterest expense will also increase as a result of the increased reporting and other costs associated with operating as a public company as we may be required to expand our accounting staff and expand our internal audit and


risk management functions, and/or engage outside consultants to provide these services for us until qualified personnel are hired.

Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area.

Critical Accounting Policies

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

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies.

Management performs a quarterly evaluation of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for loan losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for loan losses as certain trends may indicate the need for changes to the allowance for loan losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for loan losses. Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimatesWe estimate the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimateswe estimate fair value. These estimates are subjective in nature and any imprecision


in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by the Companyus can be found in Note 16 of the Financial Statementsnotes to our audited consolidated financial statements titled “Fair Value.”

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a regular basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Comparison of Financial Condition at December 31, 20192020 and December 31, 20182019

Total Assets. Total assets were $428.0$516.8 million at December 31, 2019, a decrease2020, an increase of $53.1$88.8 million, or 11.0%20.7%, when compared to total assets of $481.1$428.0 million at December 31, 2018.2019. The increase was primarily due to an increase in cash and cash equivalents of $80.8 million and an increase in net loans of $18.4 million. The increase was partially offset by a decrease in available for sale securities of $12.7 million at December 31, 2020.

Cash and Cash Equivalents. Cash and cash equivalents increased $80.8 million, or 690.3%, to $92.5 million at December 31, 2020, from $11.7 million at December 31, 2019. This increase was primarily due to the increase of $50.8 million in low cost FHLB advances and an increase in deposits of $35.3 million at December 31, 2020. Cash and cash equivalents are expected to decrease in 2021 as customers withdraw PPP loan proceeds and excess funds on deposit due to the COVID-19 pandemic.

Available for Sale Securities. Available for sale securities decreased $12.7 million, or 17.8%, to $58.7 million at December 31, 2020, from $71.4 million at December 31, 2019. The decrease was primarily due to a decrease in net loanssales of $59.2 million for the year ended December 31, 2019. This decrease in net loans was partially offset by an increase in available for saleavailable-for-sale securities of $5.6$19.5 million for the same period.

Cash and Cash Equivalents. Cash and cash equivalents increased $3.8 million, or 47.8%, to $11.7 million at December 31, 2019, from $7.9 million at December 31, 2018. This increase was primarily due to a decrease of $59.2 million in loans and an increase in the amount of funds held at the Federal Reserve Bank. The decrease in loans was partially offset by a net decrease in deposits of $61.5 million at December 31, 2019.

Available for sale securities. Available for sale securities increased $5.7 million, or 8.6%, to $71.4 million at December 31, 2019, from $65.7 million at December 31, 2018. The increase was primarily due to PyraMax Bank purchasing $13.9 million of available for sale securities during the year ended December 31, 2019, which was partially offset byas well as maturities, prepayments and calls of available for sale securities totaling $10.3 million over the same period. Net unrealized losses on$55.2 million. These were offset by purchases of available for sale securities decreased $2.3totaling $59.9 million or 106.8%, to a net unrealized gain position of $147,000 atduring the year ended December 31, 2019, from a $2.2 million net unrealized loss position at December 31, 2018.2020.

Loans heldHeld for sale. Sale. Loans held for sale decreased $86,000,increased $1.8 million, or 11.2%262.8%, to $685,000$2.5 million at December 31, 2019,2020, from $771,000$685,000 during December 31, 2018.2019. This changeincrease was due primarily to normal fluctuations in the timingincreased volume of origination and delivery offirst mortgage residential mortgage loans which were originated for salereal estate loan originations to be sold into the secondary market. Originationsmarket as a result of residential mortgagethe declining interest rate environment.

Net loans. Net loans held for sale increased $56.2$18.4 million, or 100.4%5.9%, to $112.1$329.1 million duringat December 31, 2019,2020, from $55.9 million during December 31, 2018. Of the $112.1 million in originations, $82.8 million were originated in 2019 and $29.3 million were originated prior to 2019 and transferred to loans held for sale. Proceeds from the sale of residential mortgage loans held for sale increased $56.8 million, or 101.3%, to $112.8 million during December 31, 2019, from $56.0 million during December 31, 2018.

Net loans. Net loans decreased $59.2 million, or 16.0%, to $310.7 million at December 31, 2019,2019. The increase was due primarily to a $22.4 million increase in commercial loans resulting from $369.8 million atour participation in the PPP. At December 31, 2018.2020, we had funded 246 PPP loans totaling $17.2 million. The change is primarilyincrease was also due to net decreasesan increase in commercial real estate,first mortgage residential real estate and other consumer loans of $3.5 million. The increase was partially offset by a net increasedecrease in other commercial loans. Commercial real estate loans decreased $13.3 million, or 6.9%, to $180.5 million at December 31, 2019, from $193.8 million at December 31, 2018, while other commercial loans increased $3.6 million, or 11.8%, to $34.1 million at December 31, 2019, from $30.5 million at December 31, 2018.

Total residential real estate loans, including residential real estate first mortgage and construction loans, decreased $42.7 million, or 38.8%, to $67.5 million at December 31, 2019, from $110.2 million at December 31, 2018. Included in this decrease was a transfer of $29.3 million of residential real estate first mortgage loans originated prior to 2019 to loans


held for sale. Total consumer loans, including home equity loans and lines of credit as well as other consumer loans, decreased $7.8of $7.3 million or 20.4%,due to $30.3 million at December 31, 2019, from $38.1 million at December 31, 2018.normal payment and refinancing activity.

During the year ended December 31, 2019,2020, volumes of loan originations were as follows: $77.6$160.7 million in commercial real estate and other commercial loans, a decreasean increase of $34.4$83.1 million from the $112$77.6 million in originations of these loan types during the year ended December 31, 2018; $96.12019; $232.5 million in total residential real estate loans, an increase of $23.4$136.4 million over the $72.7$96.1 million in originations of these loan types during the year ended December 31, 2018; $7.32019; and $11.0 million in total consumer and consumer real estate loans, a decreasean increase of $5.2$3.7 million from the $12.5$7.3 million in originations of these loan types during the year ended December 31, 2018.2019.

Loans purchased as of December 31, 20192020 totaled $7.7$2.5 million, a decrease of approximately $100,000,$5.2 million, or 1.6%67.5%, from the $7.8$7.7 million of loans purchased as of December 31, 2018.2019. Loans purchased during the years ended December 31, 20192020 and 20182019 were commercial real estate and other commercial loans. ThePyraMax Bank’s strategy is to grow the loan portfolio organically, as opposed to regularly purchasing loans from other financial institutions.

Deposits. Deposits decreased $61.5increased $35.2 million, or 15.2%10.2%, to $379.8 million at December 31, 2020, from $344.6 million at December 31, 2019, from $406.12019. This increase was primarily due to an increase of noninterest bearing checking accounts of $36.2 million to $99.0 million at December 31, 2018. Core deposits decreased $21.7 million, or 9.7%, to $202.2 million at December 31, 2018,2020 from $223.9 million at December 31, 2018. The change was primarily due to decreases in non-interest bearing checking accounts, statement savings accounts and certificates of deposit. Non-interest bearing checking accounts decreased $23.2 million, or 27.0%, to $62.8 million at December 31, 2019, from $86.02019. We believe that a significant factor underlying this increase is that our customers, including PPP borrowers, are maintaining greater than usual cash balances during the COVID-19 pandemic. We continued our marketing focus to concentrate on non-maturing deposits such as savings accounts and money market accounts, which increased $10.9 million and $37.7 million, respectively. These accounts carry lower interest rates and offer more flexibility in a changing rate environment. These increases were offset by a $54.8 million decrease in certificates of deposits to $87.6 million at December 31, 2018. Statement savings accounts decreased $5.3 million, or 9.9%, to $48.0 million at December 31, 2019,2020 from $53.2 million at December 31, 2018. Certificates of deposit decreased $39.9 million, or 21.9%, to $142.4 million at December 31, 2019, from $182.3including a decrease in brokered certificates of deposits of $24.1 million as we replaced maturing brokered certificates with lower cost FHLB advances.

FHLB Advances. Borrowings, consisting entirely of FHLB advances, increased $50.8 million, or 288.1%, to $68.4 million at December 31, 2018. These decreases were partially offset by an increase in money market accounts of $6.9 million, or 11.7%, to $66.0 million at December 31, 2019,2020, from $59.1 million at December 31, 2018.  

FHLB Advances. Borrowings, in the form of FHLB advances, decreased $12.4 million, or 41.3%, to $17.6 million at December 31, 2019,2019. The increase was due to $52.0 million in proceeds from $30.0FHLB advances during the year ended December 31, 2020, partially offset by principal repayments on existing advances of $1.2 million. The advances replaced $24.1 million in maturing higher-cost brokered certificates of deposit.

Total Equity. Total equity increased $1.3 million, or 2.3%, to $60.0 million at December 31, 2018. The decrease was primarily due to scheduled payments and maturities of FHLB advances.

Total Equity. Total equity increased $20.5 million, or 53.6%, to2020, from $58.7 million at December 31, 2019, from $38.2 million at December 31, 2018.2019. The increase was primarily due to net proceedsincome of the stock offering completed January 8, 2019 of $20.0$1.3 million and other comprehensive income of $1.7 million, related to net changes in unrealized gains/losses on available for sale securities as of and for the year ended December 31, 2019. The increase was partially offset by the purchase of common shares by the Employee Stock Ownership Plan for $1.8$1.0 million for the year ended December 31, 2019.2020. We reclassified shares held in its deferred compensation plan to treasury stock at September 30, 2020, resulting in a reduction in total equity of $175,000. We also purchased treasury shares at a cost of $1.1 million under the current stock repurchase plan, resulting in a reduction in total equity of that amount.

Comparison of Operating Results for the Years Ended December 31, 20192020 and December 31, 2018 2019

Net Income. The BankWe recorded net income of $1.3 million for the year ended December 31, 2020, which represented an increase of $868,000 from the net income of $449,000 recorded for the year ended December 31, 2019. This increase was due to an increase in noninterest income of $3.8 million partially offset by an increase in the provision for loan losses of $1.5 million and provision for income taxes of $1.7 million for the year ended December 31, 2020.

Interest and Dividend Income. Interest and dividend income decreased $1.8 million, or 10.7%, to $15.4 million for the year ended December 31, 2020, from $17.2 million for the year ended December 31, 2019. The decrease was due primarily to the declining interest rate environment brought on by the COVID-19 pandemic, resulting in accelerated prepayment and refinancing activity as borrowers took advantage of low interest rates partially offset by approximately $570,000 of PPP origination fees that were recognized in 2020. As a result, interest income from commercial, residential and consumer loans decreased $363,000, or 3.4%, $590,000, or 19.1% and $393,000, or 27.2%, respectively.

Average interest-earning assets increased $11.2 million, or 2.6%, to $442.5 million for the year ended December 31, 2020, from $431.3 million for the year ended December 31, 2019. The weighted average yield on interest-earning assets decreased 52 basis points, to 3.48% at December 31, 2020, from 4.00% at December 31, 2019.

Interest Expense. Interest expense decreased $1.9 million, or 38.4%, to $3.0 million for the year ended December 31, 2020, from $4.9 million for the year ended December 31, 2019, which represented an increaseas rates on interest-bearing liabilities decreased 51 basis points due to the declining interest rate environment and our shift from certificates of $468,000 fromdeposits into lower cost FHLB advances as sources of funding during the net loss of $19,000 recordedyear ended December 31, 2020.

Net Interest Income. Net interest income increased approximately $50,000, or 0.4%, to $12.4 million for the year ended December 31, 2018. The change was primarily due2020, from $12.3 million for the year ended December 31, 2019.

Provision for Loan Losses. We recorded $500,000 in provision for loan losses for the year ended December 31, 2020, compared to a credit to our provision for loan losses of $1.0 million for the year ended December 31, 2019. This increaseThe allowance for loan losses was partially offset by $218,000 decrease in net interest income, $289,000 increase in noninterest income,$2.7 million, or 0.87%, of total loans (and 0.86% excluding PPP loans), at December 31, 2020, compared to $2.0 million, or 0.64% of total loans, at December 31, 2019. Nonaccrual loans constituted 0.39% of total gross loans (and 0.41% excluding PPP loans) at December 31, 2020 and $467,000 increase in noninterest expense0.64% of gross loans at December 31, 2019. Net recoveries for the year ended December 31, 2020 were $203,000 compared to net charge-offs of $230,000 for the year ended December 31, 2019. Changes in noninterest

Noninterest Income. Noninterest income wereincreased $3.7 million, or 118.8%, for the year ended December 31, 2020. The increase was due primarily related due to an increase in residential mortgage loan servicing income and net gaingains on sale of foreclosed assets. Changesfirst mortgage residential real estate loans of $2.8 million, due to a decrease in noninterest expense were primarily related to professional servicesmarket interest rates and fees, as well as impairment lossesan increase in refinancing activity, and an increase in gains on premises and equipment, data processing costs and salaries and employee benefits.sale of available-for-sale

Interest and Dividend Income. Interest and dividend income increased $482,000, or 2.9%, to $17.2 securities of $1.0 million for the year ended December 31, 2019, from $16.82020 when compared to the year ended December 31, 2019.

Noninterest Expense. Noninterest expense decreased $360,000, or 2.2%, to $15.7 million for the year ended December 31, 2018. This change resulted2020 from $308,000, or 2.1%, increase in loan interest income for the year ended December 31, 2019, which was partially offset by $123,000, or 7.2%, decrease in interest income on taxable available for sale securities for the same period. The change was also a result of an increase in interest income on federal funds, as well as cash held at Federal Reserve Bank and FHLB, of $297,000, or 660.0%, to $342,000 for the year ended December 31, 2019, from $45,000 for the year ended December 31, 2018. The change in loan interest income resulted from an increase of the weighted average yield on the loan portfolio of 29 basis points, to 4.40% at December 31, 2019, from 4.11% at December 31, 2018. The change in


interest income on taxable available for sale securities resulted from a $4.7$16.0 million or 6.5%, decrease in average available for sale securities balances for the year ended December 31, 2019. The weighted average yield on the taxable available for sale securities portfolio decreased 2 basis points,decrease was due primarily to 2.37% at December 31, 2019, from 2.39% at December 31, 2018.a $365,000 decrease to occupancy and equipment expenses due to recent branch closings.

Average interest-earning assets decreased $7.3 million, or 1.7%, to $431.3Income Taxes.Income tax expense (benefit) was $1.7 million for the year ended December 31, 2019, from $438.6 million for the year ended December 31, 2018. The weighted average yield on interest-earning assets increased 18 basis points, to 4.00% at December 31, 2019, from 3.82% at December 31, 2018.

Interest Expense. Interest expense increased $700,000, or 16.5%, to $4.9 million for the year ended December 31, 2019, from $4.2 million for the year ended December 31, 2018. This change resulted from $951,000, or 25.8%, increase in interest expense on interest-bearing deposits, offset by a $251,000, or 46.3%, decrease in interest expense on borrowed funds,2020 and ($9,000) for the year ended December 31, 2019. The changeIncluded in interest expense on interest-bearing deposits primarily resulted from anthe 2020 period amount was a $934,000 increase in our deferred tax valuation allowance. As of December 31, 2020, the weighted average cost of the interest-bearing deposit portfolio of 33 basis points,deferred tax asset valuation allowance was $934,000, reducing our net deferred tax asset to 1.44%$3.4 million at that date. We did not have a deferred tax asset valuation allowance at December 31, 2019, from 1.11% at2019.

Deferred tax assets are deferred tax consequences attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available positive and negative evidence, if it is more likely than not that some portion of the deferred asset will not be realized. As required by generally accepted accounting principles, available evidence is weighted heavily on cumulative losses, with less weight placed on future projected profitability. Realization of the deferred tax asset is dependent on whether there will be sufficient future taxable income, including available tax strategies, of the appropriate character in the period during which deductible temporary differences reverse or within the carryforward periods available under tax law.

Due to recent changes in market conditions and current events related to COVID-19, the board and management continue to assess our deferred tax assets including forecasted future projected income and future reversals of existing temporary differences. As such, there may be additional deferred tax asset impairment in subsequent periods.

We have federal loss carryforwards of approximately $9.9 million as of December 31, 2018. The change in interest expense on borrowed funds resulted2020. Of this amount, $1.8 million represents a tax loss carryforward from the 2019 tax year which has an $18.6 million, or 51.7%, decrease in average FHLB advance balances for the year ended December 31, 2019. The weighted average cost of FHLB advances increased 17 basis points, to 1.68% at December 31, 2019, from 1.51% at December 31, 2018.

Average interest-bearing liabilities decreased $28.5 million, or 7.6%, to $347.9 million for the year ended December 31, 2019, from $376.3 million for the year ended December 31, 2018. The weighted average cost of interest-bearing liabilities increased 30 basis points, to 1.42% at December 31, 2019, from 1.12% at December 31, 2018.

Net Interest Income. Net interest income decreased approximately $218,000, or 1.7%, to $12.3 million for the year ended December 31, 2019, from $12.5 million for the year ended December 31, 2018. This decrease was primarilyindefinite carryforward period due to a decreasethe Tax Cuts and Jobs Act of 2017. The remaining $8.1 million of losses begin to expire in the volume2029. We also have $400,000 of loans outstanding during the year.

Provision for Loan Losses. We recorded a credit to our provision for loan losses of $1.0 million during the year ended December 31, 2019. The credit in 2019 reflects recoveries received during the year and a continued improvement in the overall risk profile of our loan portfolio. During the year ended December 31, 2018, no provision was required based on management’s analysis of the allowance for loan losses.

Noninterest Income. Noninterest income increased $289,000, or 9.8%, for the year ended December 31, 2019. The change was primarily due to an increase in residential mortgage loan servicingcharitable contribution carryforwards that may be applied against future taxable income and net gain on sale of foreclosed assets. Residential mortgage loan servicing income increased by $241,000, or 34.1%,begin to $948,000 for the year ended December 31, 2019, from $707,000 for the year ended December 31, 2018. Net gain on the sale of foreclosed assets totaled $84,000 for the year ended December 31, 2019. There were no gains or losses on the sale of foreclosed assets for the year ended December 31, 2018. These increases were partially offset by the absence of net gains on sales of available for sale securities during 2019, compared to $67,000 for the year ended December 31, 2018.expire in 2022.

Noninterest Expense. Noninterest expense increased $467,000, or 3.0%, to $16.1 million for the year ended December 31, 2019, from $15.7 million for the year ended December 31, 2018. The increase was due primarily to $588,000 in consulting fees incurred in connection with our reorganization and initial stock offering, as well as expenses associated with the establishment and funding of our charitable foundation during the year end December 31, 2019.

Income Taxes. Income tax benefit decreased by $168,000, or 94.9%, to $9,000 for the year ended December 31, 2019, from $177,000 for the year ended December 31, 2018. The change is primarily due to net decreases in federal tax refund and deferred taxes, for the year ended December 31, 2019. Under the Tax Cuts and Jobs Act of 2017, for federal losses originating in tax years after January 1, 2018, the Company iswe are allowed an indefinite carryforward period limited to 80% of each subsequent year’s net income. AsThe CARES Act temporarily repealed this 80% limitation for the calendar year ended December 31, 2020.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit realization of the existing deferred tax assets. Such objective historical evidence limits the ability to consider projections for future growth as subjective evidence.

On the basis of this evaluation, as of December 31, 2019,2020, a valuation allowance of $934,000 has been recorded to recognize only the Bank had Federal tax loss carryforwards of $14.3 million that begin to expire in 2029 and State tax loss carryforwards of $24.5 million that begin to expire 2024.

As a resultportion of the severe economic downturndeferred tax asset that began in 2007, the Bank generated pre-tax losses totaling approximately $14.9 million from 2009 through 2011. As of December 31, 2011, the Bank had a Federal tax loss carryforward of $6.4 million and State tax loss carryforwards of $16.7 million.is more likely than not to be realized. The Federal loss carryforwards were set to expire beginning in 2029 and the State loss carryforwards were set to expire beginning in 2024. Due to the significant


amount of the loss carryforwards, management did notdeferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence is no longer present and additional weight is given to subjective evidence such as our projections for growth.

We believe at that time that it wasis more likely than not that the benefit from certain federal charitable contribution carryforwards, state net deferred tax assets wouldoperating loss carryforwards, and state charitable contribution carryforwards will not be fully recognized before they would expire, and therefore establishedrealized. In recognition of this risk, we have provided a valuation allowance of approximately $3.7 million in 2011.

Management subsequently reviewed the valuation allowance on an annual basis to determine if it was still appropriate. In 2017, management determined that the valuation allowance was no longer needed and reversed the allowance. The determination to reverse the allowance was based$934,000 on the following considerations:

The losses generated from 2009 through 2011 were due primarilydeferred tax assets related to the economic recessionthese carryforwards in 2020.

Average Balances and the loan underwriting standards utilized at that time. By 2017, the national and regional economies had improved and stabilized, and management significantly strengthened its underwriting and credit administration processes to its satisfaction. Management believes that the provision for loan losses is adequate and does not anticipate adding to the provision in the short term. Therefore, the types of losses associated with the severe economic recession are not expected to reoccur.

During the period from 2012 through 2017, the Bank reported positive pre-tax earnings for all but 2 years. The pre-tax losses generated in 2014 and 2017 were caused by a number of non-recurring extraordinary events. For example, in 2014 the Bank incurred a $3.1 million pre-payment penalty when it pre-paid $25.0 million of long-term FHLB advances as part of a planned balance sheet repositioning strategy. Funds used to prepay the advance were generated from the sale of available-for-sale securities which were sold at a $544,000 loss. In addition, during the same year the Bank sold one of its facilities at a $349,000 loss. The pre-tax loss reported in 2017 was due to the establishment of a $1.1 million valuation allowance associated with the anticipated sale of a branch office (which has subsequently been completed) and $880,000 of costs incurred as part of a core data processing conversion. All of the aforementioned events are not expected to reoccur.

At the time the valuation allowance was reversed, management projected pre-tax taxable income for the years ending 2018, 2019, 2020 and 2021.

As a result of the above analysis, management felt that releasing the remaining valuation allowance was reasonable and appropriate.


Average balances and yieldsYields. The following tables sets forth average balance sheets, average yields and costs, and certain other information at and 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 interest expense.

 

For the Years Ended December 31,

 

 

2019

 

2018

 

2017

 

 

Outstanding
Average
Balance

 

Interest and
Dividends

 

Average
Yield/Cost

 

Outstanding
Average
Balance

 

Interest and
Dividends

 

Average
Yield/Cost

 

Outstanding
Average
Balance

 

Interest and
Dividends

 

Average
Yield/
Cost

 

 

(Dollars in thousands)

Interest-earning assets:

 

 

 

 

 

 

 

 

 

Loans

$347,736

$15,305

4.40%

$364,346

$14,997

     4.11%

$324,465

$13,076

          4.03%

Securities available-for-sale

67,069

1,588

2.37%

71,750

1,711

2.39%

92,500

2,102

2.27%

Other interest-earning assets

16,523

342

2.07%

2,482

45

1.80%

7,849

78

          0.99%

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets

431,328

17,235

4.00%

438,578

16,753

3.82%

424,814

15,256

3.59%

 

 

 

 

 

 

 

 

 

 

Non-interest-earning assets

34,777

 

 

36,240

 

 

36,013

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$466,105

 

 

$474,818

 

 

$460,827

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning liabilities:

 

 

 

 

 

 

 

 

 

NOW accounts

$25,606

$59

0.23%

$27,394

$52

0.19%

$26,557

$31

          0.12%

Money market accounts

64,095

715

1.12%

61,981

424

0.68%

59,266

179

          0.30%

Savings accounts

50,452

66

0.13%

56,897

74

0.13%

60,052

61

          0.10%

Certificates of deposit

182,636

3,802

2.08%

186,713

3,141

1.68%

173,587

2,622

          1.51%

 

 

 

 

 

 

 

 

 

 

Total interest-bearing deposits

322,789

4,642

1.44%

332,985

3,691

1.11%

319,462

2,893

0.91%

Federal Home Loan Bank advances

17,376

291

1.68%

35,982

542

1.51%

38,635

468

1.21%

Other interest-bearing liabilities

7,687

—%

7,356

—%

7,137

             —%

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

347,852

4,933

1.42%

376,323

4,233

1.12%

365,234

3,361

0.92%

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing deposits

65,915

 

 

57,866

 

 

52,576

 

 

Other non-interest-bearing liabilities

2,663

 

 

2,453

 

 

1,785

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

416,430

 

 

436,642

 

 

419,598

 

 

Total stockholders’ equity

49,675

 

 

38,176

 

 

41,233

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

$466,105

 

 

$474,818

 

 

$460,831

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$12,302

 

 

$12,520

 

 

$11,895

 

 

 

 

 

 

 

 

 

 

 

Net interest-earning assets(2)

$83,476

 

 

$62,255

 

 

$59,580

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate spread(1)

 

 

2.58%

 

 

2.70%

 

 

          2.67%

Net interest margin(3)

 

 

2.85%

 

 

2.86%

 

 

          2.80%

Average interest-earning assets to average interest-bearing liabilities

124.00%

 

 

116.54%

 

 

116.31%

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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

 

   2020  2019 
   Outstanding
Average
Balance
   Interest and
Dividends
   Average
Yield/
Cost
  Outstanding
Average
Balance
   Interest and
Dividends
   Average
Yield/
Cost
 
   (Dollars in thousands) 

Interest-earning assets:

           

Loans

  $324,858   $13,959    4.30 $347,736   $15,305    4.40

Securities available-for-sale

   63,885    1,349    2.11  67,069    1,588    2.37

Other interest-earning assets

   53,787    85    0.16  16,523    342    2.07
  

 

 

   

 

 

    

 

 

   

 

 

   

Total interest-earning assets

   442,530    15,393    3.48  431,328    17,235    4.00
    

 

 

      

 

 

   

Non-interest-earning assets

   36,368       34,777     
  

 

 

      

 

 

     

Total assets

  $478,898      $466,105     
  

 

 

      

 

 

     

Interest-earning liabilities:

           

Negotiable order of withdrawal accounts

  $27,702   $46    0.17 $25,606   $59    0.23

Money market accounts

   77,313    448    0.58  64,095    715    1.12

Savings accounts

   53,658    58    0.11  50,452    66    0.13

Certificates of deposit

   107,250    1,768    1.65  182,636    3,802    2.08
  

 

 

   

 

 

    

 

 

   

 

 

   

Total interest-bearing deposits

   265,923    2,320    0.87  322,789    4,642    1.44

FHLB advances

   58,920    721    1.22  17,376    291    1.68

Other interest-bearing liabilities

   8,396    —      —    7,687    —      —  
  

 

 

   

 

 

    

 

 

   

 

 

   

Total interest-bearing liabilities

   333,239    3,041    0.91  347,852    4,933    1.42
  

 

 

   

 

 

    

 

 

   

 

 

   

Non-interest-bearing deposits

   86,849       65,915     

Other non-interest-bearing liabilities

   4,300       2,663     
  

 

 

      

 

 

     

Total liabilities

   424,388       416,430     

Total stockholders’ equity

   54,510       49,675     
  

 

 

      

 

 

     


Total liabilities and stockholders’ equity

  $478,898     $466,105    
  

 

 

     

 

 

    

Net interest income

   $12,352     $12,302   
   

 

 

     

 

 

   

Net interest-earning assets

  $109,291     $83,476    
  

 

 

     

 

 

    

Interest rate spread (1)

      2.57     2.58

Net interest margin (2)

      2.79     2.85

Average interest-earning assets to average interest-bearing liabilities

   132.80     124.00   

(1)

Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2)

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

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in average rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior period average rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments included within the table below.

 

Years Ended December 31,

2019 vs. 2018

Increase (Decrease) Due to

Total Increase (Decrease)

  Years Ended December 31,
2020 vs. 2019
 

Volume

Rate

  Increase (Decrease) Due to   Total
Increase
(Decrease)
 

(In thousands)

  Volume   Rate 

 

  (Dollars in thousands) 

Interest-earning assets:

 

      

Loans

$(592)

$900

$308

  $(989   (357   (1,346

Available-for-sale securities

(111)

(12)

(123)

Securities

   (73   (166   (239

Other

290

7

297

   (435   178    (257

 

  

 

   

 

   

 

 

Total interest-earning assets

(413)

895

482

   (1,497   (345   (1,842

 

  

 

   

 

   

 

 

Interest-bearing liabilities:

 

      

NOW accounts

(3)

10

7

Money market accounts

15

276

291

Savings accounts

(9)

1

(8)

NOW

   (5   18    13 

Money market deposits

   (201   468    267 

Savings

   (5   13    8 

Certificates of deposit

(66)

727

661

   1,352    682    2,034 

Total deposits

(63)

1,014

951

 

  

 

   

 

   

 

 

Total interest-bearing deposits

   1,141    1,181    2,322 

Borrowings

(321)

70

(251)

   (485   55    (430

Other

   —      —      —   

 

  

 

   

 

   

 

 

Total interest-bearing liabilities

(384)

1,084

700

   656    1,236    1,892 

 

  

 

   

 

   

 

 

Change in net interest income

$(29)

$(189)

$(218)

  $(841   891    50 

 

  

 

   

 

   

 

 

Management of Market Risk

General.General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Committee is responsible for evaluating the interest rate risk 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 policy and guidelines approved by our board of directors.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we use to manage interest rate risk are:

originating commercial real estate and commercial loans, which tend to have shorter terms and higher interest rates than owner occupied one- to four-family residential real estate loans, and which generate customer relationships that can result in larger non-interest-bearing checking accounts;

 

selling substantially all of our conforming and eligible jumbo, longer-term, fixed-rate one- to four-family residential real estate loans and retaining the non-conforming and shorter-term, fixed-rate and adjustable-rate one- to four-family residential real estate loans that we originate, subject to market conditions and periodic review of our asset/liability management needs; and


reducing our dependence on jumbo and brokered certificates of deposit to support lending and investment activities and increasing our reliance on core deposits, including checking accounts and savings accounts, which are less interest rate sensitive than certificates of deposit.

reducing our dependence on jumbo and brokered certificates of deposit to support lending and investment activities and increasing our reliance on core deposits, including checking accounts and savings accounts, which are less interest rate sensitive than certificates of deposit.

Our board of directors is responsible for the review and oversight of our executive management team and other essential operational staff which are responsible for our asset/liability analysis. These officers act as an asset/liability committeeAsset/Liability Committee and are charged with developing and implementing an asset/liability management plan, and they meet at least quarterly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, 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.

We do not engage in material hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

The table below sets forth, as of December 31, 2019,2020, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United StatesU.S. Treasury yield curve.curve

 

Change in Interest

Rates (basis points) (1)

Change in Interest

Rates (basis points) (1)

Net Interest Income
Year 1 Forecast

 

Year 1 Change
from Level

 

  Net Interest Income
Year 1 Forecast
   Year 1 Change
from Level
 

(Dollars in thousands)

 

  (Dollars in thousands) 

+400

+400

$9,904

(13.32)%

  $13,965    24.3

+300

+300

10,391

(9.05)%

   13,467    19.9

+200

+200

10,875

(4.82)%

   12,800    14.0

+100

+100

11,198

(1.99)%

   12,064    7.4

Level

Level

11,426

—%

   11,233    0

-100

-100

11,542

1.02%

   10,857    (3.3)% 

 

 

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

 

(1)

Assumes an immediate uniform change in interest rates at all maturities.

Economic Value of Equity. Equity.We monitor interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. The quarterly reports developed in the simulation model assist us in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within our policy guidelines.

The table below sets forth, as of December 31, 2019,2020, the estimated changes in our EVE that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

 

 

Estimated Increase (Decrease) in EVE

 

     Estimated Increase (Decrease) in EVE

Basis Point (“bp”) Change in
Interest Rates(1)

Estimated EVE(2)

 

Amount

 

Percent

 

  Estimated EVE (2)  Amount Percent

(Dollars in thousands)

  (Dollars in thousands)

400

$46,317

$(14,634)

(24.01)%

  $74,740  $16,270 27.8%

300

50,004

(10,947)

(17.96)%

  71,539    13,069 22.4%

200

54,085

(6,866)

(11.26)%

  68,600    10,130 17.3%

100

57,895

(3,056)

(5.01)%

  64,830      6,360 10.9%

60,951

—%

  58,470        —   —  

(100)

62,498

1,547

2.54%

  57,828          (642) (1.1)%

 

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

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(1)

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

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

The table above indicates that at December 31, 2019,2020, in the event of a 100 basis point decrease in interest rates, we would have experienced a 2.54% increase1.1% decrease in our EVE. In the event of a 200 basis point increase in interest rates at December 31, 2019,2020, we would have experienced a 11.26% decrease17.3% increase in our EVE.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and will differ from actual results.

EVE calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Chicago. At December 31, 2019,2020, we had $17.6$68.4 million outstanding in advances from the Federal Home Loan Bank of.of Chicago. At December 31, 2019,2020, we had $107.0$79.6 million in additional borrowing capacity at the Federal Home Loan Bank of Chicago. Additionally, at December 31, 2019,2020, we had a $10.0$10 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at December 31, 2019.

2020. We also had a $7.0 million line of credit at the Federal Reserve based on pledged commercial real estate loans of approximately $11.7 million at December 31, 2020. We had not drawn on the Federal Reserve line as of December 31, 2020.

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

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was approximately $946,000$1.2 million and ($683,000)$946,000 for the years ended December 31, 20192020 and December 31, 2018,2019, respectively. Net cash provided byused in investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans, proceeds from the sale of loans and the sale of securities and proceeds from maturing securities and pay downs on securities, was $6.4 million for the year ended December 31, 2020 primarily due to purchases of available for sale securities of $59.9 million and net loan originations of $19.0 million offset by proceeds from the sale and maturing of securities of $74.7 million. Net cash provided by investing activities was $58.1 million for the year ended December 31, 2019, primarily due to a net decrease ofincrease in loans of $60.1 million. Net cash usedprovided by financing activities, consisting primarily of increases of $35.3 million in investing activitiesdeposits and $52.0 million of proceeds from the issuance of FHLB advances, was $16.9$86.0 million for the year ended December 31, 2018, primarily due to net increase in loans of $38.6 million.2020. Net cash provided by (used in)used in financing activities consisting of activity in deposit accounts and FHLB advances, was ($55.2) million and $13.0$55.2 million for the yearsyear ended December 31, 2019, as $20.0 million in net proceeds from our initial public offering and December 31, 2018, respectively.$10.0 million in proceeds from issuance of FHLB advances were offset by $22.4 million of payments of outstanding FHLB advances and a $61.5 million decrease in deposits.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our current strategy to increase core deposits and the continued use of Federal Home Loan Bank of Chicago advances as well as brokered certificates of deposit as needed, we believe we will have the capacity to fund loan growth.growth as well as maintain a strong liquidity position.

At December 31, 2019,2020, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $46.3$49.5 million, or 10.7%9.8% of adjusted total assets, which is above the well-capitalized required level of $21.7$25.2 million, or 5.0%5%; and total risk-based capital of $48.3$52.2 million, or 14.1%16.0% of risk-weighted assets, which is above the well-capitalized required level of $34.2$32.7 million, or 10.0%10%. There are no conditions or events since December 31, 20192020 that management believes have changed the category.


The Company completed itsOur board of directors authorized a stock offeringrepurchase plan in connection with the mutual holding company reorganizationfirst quarter of PyraMax Bank on January 8, 2019. We sold 2,145,7382020 allowing us to repurchase up to 109,725 shares of commonstock. As of December 31, 2020, we had repurchased 109,725 shares at an average price of $9.60 under the approved stock at $10.00 per share in its subscription offering for gross proceeds of approximately $21.5 million, including 175,528 shares purchased by PyraMax Bank’s employee stock ownershiprepurchase plan. In connection with the reorganization, we also issued 48,767 shares of common stock to 1895 Bancorp of Wisconsin Community Foundation, Inc. and 2,682,172 shares of common stock to 1895 Bancorp of Wisconsin, MHC, our federally-chartered mutual holding company.

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments.As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see Note 1112 of the notes to the financial statements beginning on page F-1 of this report.statements.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowings and deposits, and agreements with respect to securities.


The following tables present contractual obligations at December 31, 2019 and December 31, 2018.

 

 

Payments Due by Period

 

Contractual Obligations

 

Total

 

Less Than
One Year

 

One to Three
Years

 

Three to Five
Years

 

More Than
Five Years

 

 

(Dollars in thousands)

At December 31, 2019:

 

 

 

 

 

Long-term debt obligations

$17,623

$39

$7,088

$102

$10,394

Operating lease obligations

113

93

20

 

 

 

 

 

 

Total

$17,736

$132

$7,108

$102

$10,394

 

 

 

 

 

 

At December 31, 2018:

 

 

 

 

 

Long-term debt obligations

$30,010

$22,386

$       7,081

$          95

$        448

Operating lease obligations

325

224

            101

--

           —

 

 

 

 

 

 

Total

$30,335

$22,610

$       7,182

$          95

$        448

 

 

 

 

 

 

Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements beginning on page F-1 of this report.statements.

Impact of Inflation and Changing Prices

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



ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

For information regarding market risk, see “Item 7. Management’s Discussion and Analysis.”

ITEM 8. Financial Statements and Supplementary Data

The Company’s Consolidated Financial Statements are presented in this Annual Report on Form 10-K beginning at page F-1.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

(a)An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2019.2020. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended December 31, 2019,2020, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(b)The Bank’s management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer, the President and the Executive Vice President and Chief Financial Officer, the Bank conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Bank’s system on internal control over financial reporting was effective and met the criteria of the “Internal Control — Integrated Framework (2013)” as of December 31, 2019. The effectiveness of the Bank’s internal control over financial reporting as of December 31, 2019 has been audited by S.R. Snodgrass, P.C., an independent registered public accounting firm, as stated in their attestation report which is included herein.2020.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2019,2020, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. Other Information

None.


PARTPART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. A copy of the Code is available on the Company’s website at www.pyramaxbank.com under “Investor Relations – Governance Documents.”

The information contained under the sections captioned “Proposal I – Election of Directors” in the Company’s definitive Proxy Statement for the 20202021 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference.

ITEM 11. Executive Compensation

The information contained under the section captioned “Proposal I – Election of Directors – Executive Compensation” in the definitive Proxy Statement is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)

Securities Authorized for Issuance under Stock-Based Compensation Plans

AsSet forth below is information as of December 31, 2019, we did2020 regarding the Company’s equity compensation plan that has been approved by shareholders. The Company has no equity based benefit plans, other than its employee stock ownership plan, that were not have any compensation plans under which equity securities of the Company are authorized for issuance.approved by shareholders.

 

   Number of shares to be
issued upon exercise of
outstanding options and
rights
   Weighted average option
exercise price
   Number of securities
remaining available for
issuance under plan
 

2020 Equity Incentive Plan

   333,854   $7.89    30,790 

(b)

(1)

Consists of 238,467 shares reserved for grants of stock options and 95,387 shares reserved for grants of restricted stock. On December 31, 2020, 218,115 options were outstanding with a weighted average exercise price of $7.89 of which none were exercisable as of that date. On December 31, 2020, 84,949 restricted stock awards were nonvested with a weighted average grant date fair value of $7.87.

(b)

Security Ownership of Certain Beneficial Owners

The information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy Statement.

 

(c)

Security Ownership of Management

The information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy Statement.

 

(d)

Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13. Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to the sections captioned “Proposal I – Election of Directors – Transactions with Certain Related Persons,” “– Board Independence” and “– Meetings and Committees of the Board of Directors” of the Proxy Statement.

ITEM 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the section captioned “Proposal II – Ratification of Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement.


PARTPART IV

 

ITEM 15.   Exhibits and Financial Statement Schedules

ITEM 15. Exhibits and Financial Statement Schedules

        (a)(1)    

Financial Statements
The documents filed as a part of this Form 10-K are:

(a)(1)

Financial Statements

The documents filed as a part of this Form 10-K are:

(A)

(A)

Report of Independent Registered Public Accounting Firm

(B)

(B)

Consolidated Balance Sheets as of December 31, 20192020 and 2018

2019

(C)

(C)

Consolidated Statements of Operations for the Years Ended December 31, 20192020 and 2018

2019

(D)

(D)        

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 20192020 and 2018

2019

(E)

(E)

Consolidated Statements of Changes in Equity for the Years Ended December 31, 20192020 and 2018

2019

(F)

(F)

Consolidated Statements of Cash Flows for the Years Ended December 31, 20192020 and 2018

2019

(G)

(G)

Notes to Consolidated Financial Statements.
        (a)(2)Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Financial Statements.

        (a)(3)Exhibits

(a)(2)

Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Financial Statements.

3.1

(a)(3)

Exhibits

3.1

Charter of the Company (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)

3.2

3.2

Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)

4.1

4.1

Form of Common Stock Certificate of the Company (Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)

4.2

4.2

Description of the Company’s Securities (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2019 (file no. 001-38778), filed on March 30, 2020.)

10.1

10.1

Form of Employment Agreement between PyraMax Bank and Richard Hurd (Incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)

10.2

10.2

Form of 18-MonthEmployment Agreement between PyraMax Bank and Certain Executive OfficersDavid Ball (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (file no. 001-38778), filed on January 25, 2021.)
10.2Employment Agreement between PyraMax Bank and Monica Baker (Incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (file no. 333-227223)333-254135), initially filed September 7, 2018.March 11, 2021.)

10.3

10.3

Employment Agreement between PyraMax Bank and Thomas K. Peterson (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)


10.4

10.4

Non-Qualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (file no. 333-227223), initially filed September 7, 2018.)

21

10.5

Subsidiaries1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Stockholders (file No. 001-38778), filed on February 21, 2020.)

23

21

Consent of Wipfli LLPSubsidiaries

31.1

23

Consent of Wipfli LLP
31.1Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

31.2

Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 16. Form 10-K Summary

None.



Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

1895 Bancorp of Wisconsin, Inc.BANCORP OF WISCONSIN, INC.

 

Date: March 30, 2020

31, 2021

By:

/s/ Richard B. Hurd

Richard B. Hurd

President and Chief Executive Officer

(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signatures

Title

Date

/s/ Richard B. Hurd

President, Chief Executive Officer

and Director (Principal

March 31, 2021
Richard B. Hurd(Principal Executive

Officer)

March 30, 2020

Richard B. Hurd/s/ David R. Ball

David R. Ball

Officer)

President, Chief Operating Officer and Director

March 31, 2021

/s/ Richard J. Krier

Principal Financial Officer (Principal

March 31, 2021
Richard J. KrierFinancial and Accounting Officer)

March 30, 2020

Richard J. Krier

/s/ Darrell Francis

Chairman of the Board

March 30, 2020

31, 2021

Darrell Francis

/s/ Monica Baker

Senior Vice President and Director

March 30, 2020

31, 2021

Monica Baker

/s/ Joseph Murphy

Director

March 30, 2020

31, 2021

Joseph Murphy

/s/ James Spiegelberg

Director

March 30, 2020

31, 2021

James Spiegelberg

/s/ John Talsky

Director

March 30, 2020

31, 2021

John Talsky

/s/ Gary Zenobi

Director

March 30, 2020

31, 2021

Gary Zenobi

LOGO


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of 1895 Bancorp of Wisconsin, Inc.

Greenfield, Wisconsin

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of 1895 Bancorp of Wisconsin, Inc. (the "Company"“Company”) as of December 31, 20192020 and 2018,2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the two years in the period ended December 31, 2019,2020, and the related notes (collectively referred to as the "financial statements"“financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019,2020, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Wipfli LLP

Milwaukee, Wisconsin

We have served as the Company’s auditor since 2011.

March 27, 20205, 2021

Milwaukee, Wisconsin


1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)thousands, except share and per share data)

 

December 31,

  December 31, 

2019

 

2018

  2020 2019 

Assets

 

 

 

   

Cash and due from banks

$                11,507  

 

$                  7,782  

  $87,977  $11,507 

Fed funds sold

                   200  

 

                   141  

   4,549   200 
  

 

  

 

 

Cash and cash equivalents

               11,707  

 

                7,923  

   92,526   11,707 

 

Marketable equity securities, stated at fair value

   2,992   2,553 

Available for sale securities, stated at fair value

               71,375  

 

               65,731  

   58,703   71,375 

Loans held for sale

                   685  

 

                   771  

   2,484   685 

Loans, net of allowance for loan and lease losses of $2,000 and $3,262, respectively

             310,674  

 

             369,830  

Loans, net

   329,073   310,674 

Premises and equipment, net

                6,681  

 

                8,163  

   6,275   6,681 

Mortgage servicing rights, net

                2,172  

 

                2,103  

   1,806   2,172 

Federal Home Loan Bank (FHLB) stock, at cost

                   913  

 

                1,261  

   3,032   913 

Accrued interest receivable

                   963  

 

                1,106  

   912   963 

Cash value of life insurance

               13,085  

 

               13,400  

   13,485   13,085 

Other assets

                9,754  

 

               10,811  

   5,469   7,201 
  

 

  

 

 

TOTAL ASSETS

$              428,009  

 

$              481,099  

  $516,757  $428,009 

Liabilities and Stockholders' Equity

 

  

 

  

 

 

Liabilities and Stockholders’ Equity

   

Deposits

$              344,596  

 

$              406,137  

  $379,848  $344,596 

Advance payments by borrowers for taxes and insurance

                1,681  

 

                1,240  

   2,737   1,681 

FHLB advances

               17,623  

 

               30,010  

   68,398   17,623 

Accrued interest payable

                   385  

 

                   372  

   183   385 

Other liabilities

                5,059  

 

                5,159  

   5,583   5,059 
  

 

  

 

 

Total liabilities

             369,344  

 

             442,918  

   456,749   369,344 

 

  

 

  

 

 

Common stock, $0.01 par value, 90,000,000 shares authorized 4,876,677 issued and outstanding as of December 31, 2019

                     49  

 

                       -  

Common stock (par value $0.01 per share)
Authorized - 90,000,000 shares at December 31, 2020 and December 31, 2019
Issued - 4,961,626 at December 31, 2020 and 4,876,677 December 31, 2019
(includes 84,949 and 0 unvested shares, respectively)
Outstanding - 4,834,401 at December 31, 2020 and 4,876,677 at December 31, 2019
(includes 84,949 and 0 unvested shares, respectively)

   49   49 

Additional Paid in Capital

               19,981  

 

                       -  

   20,134   19,981 

Unallocated common stock of Employee Stock Ownership Plan (ESOP), 168,507 shares
as of December 31, 2019

               (1,685)  

 

                       -  

Unallocated common stock of Employee Stock Ownership Plan (ESOP), 161,486 and 168,507 shares as of December 31, 2020 and December 31, 2019, respectively

   (1,615  (1,685

Less treasury stock at cost, 127,225 and 0 shares, at December 31, 2020 and

December 31, 2019, respectively

   (1,228  —   

Retained earnings

               40,213  

 

               39,764  

   41,530   40,213 

Accumulated other comprehensive income (loss), net of income taxes

                   107  

 

               (1,583)  

Total stockholders' equity

               58,665  

 

               38,181  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$              428,009  

 

$              481,099  

Accumulated other comprehensive income, net of income taxes

   1,138   107 
  

 

  

 

 

Total stockholders’ equity

   60,008   58,665 
  

 

  

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $516,757  $428,009 

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

 

   


1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share per share amounts)data)

 

Years ended December 31,

  Years ended December 31, 

2019

 

2018

  2020 2019 

Interest and dividend income:

 

 

 

   

Loans, including fees

$                15,305  

 

$                14,997  

  $13,959  $15,305 

Securities, taxable

            1,588  

 

            1,711  

   1,349   1,588 

Other

              342  

 

                45  

   85   342 
  

 

  

 

 

Total interest and dividend income

          17,235  

 

          16,753  

   15,393   17,235 

 

 

 

  

 

  

 

 

Interest expense:

 

 

 

   

Interest-bearing deposits

            4,642  

 

            3,691  

   2,320   4,642 

Borrowed funds

              291  

 

              542  

   721   291 
  

 

  

 

 

Total interest expense

            4,933  

 

            4,233  

   3,041   4,933 

 

 

 

  

 

  

 

 

Net interest income

          12,302  

 

          12,520  

   12,352   12,302 

Provision (credit) for loan losses

          (1,032)  

 

                  -  

   500   (1,032
  

 

  

 

 

Net interest income after provision for loan losses

          13,334  

 

          12,520  

   11,852   13,334 
  

 

  

 

 

 

 

 

Noninterest income:

 

 

 

   

Service charges and other fees

              856  

 

              875  

   814   856 

Loan servicing

              948  

 

              707  

   546   948 

Net gain on sale of loans

              715  

 

              707  

   3,499   715 

Net gain on sale of securities

                  -  

 

                67  

   1,023   —   

Increase in cash value of insurance

              399  

 

              404  

   400   399 

Death benefit gain

              158  

 

              120  

   —     158 

Net gain on sale of foreclosed assets

                84  

 

                  -  

Other

                68  

 

                59  

   598   68 
  

 

  

 

 

Total noninterest income

            3,228  

 

            2,939  

   6,880   3,144 
  

 

  

 

 

 

 

 

Noninterest expense:

 

 

 

   

Salaries and employee benefits

            9,571  

 

            9,505  

   9,674   9,571 

Advertising and promotions

              199  

 

              121  

   110   199 

Data processing

              795  

 

              744  

   761   795 

Occupancy and equipment

            1,726  

 

            1,646  

   1,361   1,726 

FDIC assessment

                84  

 

              388  

   112   84 

OREO expense, net of gains on sale of foreclosed assets

   (6  (84

Other

            3,747  

 

            3,251  

   3,667   3,747 
  

 

  

 

 

Total noninterest expense

          16,122  

 

          15,655  

   15,679   16,038 

 

 

 

  

 

  

 

 

Income (loss) before income taxes

              440  

 

             (196)  

Credit for income taxes

                (9)  

 

             (177)  

Net income (loss)

$                     449  

 

$                    (19)  

Income before income taxes

   3,053   440 
  

 

  

 

 

Income tax expense (benefit)

   1,736   (9
  

 

  

 

 

Net income

  $1,317  $449 
  

 

  

 

 

Earnings per share:

 

 

 

   

Basic

$                    0.10

 

$                    N/A

  $0.28  $0.10 

Diluted

$                    0.10

 

$                    N/A

  $0.28  $0.10 

Average common shares outstanding:

 

 

 

   

Basic

      4,703,782  

 

NA

   4,642,171   4,703,782 

Diluted

      4,703,782  

 

NA

   4,685,208   4,703,782 

 

 

 

See accompanying notes to the consolidated financial statements.

 

 

 

See accompanying notes to the consolidated financial statements.


1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

 

 

Years ended December 31,

 

2019

 

2018

Net income (loss)

$                     449  

 

$                    (19)  

Other comprehensive income (loss):

 

 

 

Unrealized holding gains (losses) gains arising during the period

            2,315  

 

          (1,022)  

Reclassification adjustment for gains realized in net income

                  -  

 

               (67)  

Other comprehensive income (loss), before tax effect

            2,315  

 

          (1,089)  

Tax effect of other comprehensive income (loss) items

              625  

 

             (295)  

Other comprehensive income (loss), net of tax

            1,690  

 

             (794)  

Comprehensive income (loss)

$                  2,139  

 

$                  (813)  

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

 

 

   Years ended December 31, 
   2020  2019 

Net income

  $1,317  $449 

Other comprehensive income:

   

Unrealized holding gains arising during the period

   2,435   2,315 

Reclassification adjustment for gains realized in net income

   (1,023  —   
  

 

 

  

 

 

 

Other comprehensive income, before tax effect

   1,412   2,315 

Tax effect of other comprehensive income items

   381   625 
  

 

 

  

 

 

 

Other comprehensive income, net of tax

   1,031   1,690 
  

 

 

  

 

 

 

Comprehensive income

  $    2,348      $2,139 
  

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.


1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

 

Common Stock

 

Additional Paid In Capital

 

Unallocated Common Stock ESOP

 

Retained
Earnings

 

Accumulated Other Comprehensive Income (Loss)

 

Total
Stockholders' Equity

  Common
Stock
   Additional
Paid In
Capital
 Treasury
Stock
 Unallocated
Common
Stock
ESOP
 Retained
Earnings
   Accumulated
Other
Comprehensive
Income (Loss)
 Total
Stockholders’
Equity
 

Balance, December 31, 2017

$                     -  

 

$                     -  

 

$                 -  

 

$           39,783  

 

$             (789)  

 

$           38,994  

Net loss

                 -  

 

                  -  

 

                -  

 

                 (19)  

 

                       -  

 

                 (19)  

Other comprehensive loss

                 -  

 

                  -  

 

                -  

 

                        -  

 

                (794)  

 

               (794)  

Balance, December 31, 2018

$                     -  

 

$                     -  

 

$                 -  

 

$           39,764  

 

$          (1,583)  

 

$           38,181  

  $—     $—    $—    $—    $39,764   $(1,583 $38,181 

Net income

                    -  

 

                     -  

 

                   -  

 

                 449  

 

                       -  

 

                  449  

   —      —     —     —     449    —     449 

Other comprehensive income

                    -  

 

 

 

                   -  

 

                        -  

 

               1,690  

 

               1,690  

   —      —     —     —     —      1,690   1,690 

Net proceeds of offering

                  49  

 

            19,980  

 

                   -  

 

                        -  

 

                       -  

 

              20,029  

   49    19,980   —     —     —      —     20,029 

Purchase of ESOP Shares

                    -  

 

                     -  

 

          (1,755)  

 

                        -  

 

                       -  

 

             (1,755)  

   —      —     —     (1,755  —      —     (1,755

ESOP shares committed to be released
(7,021 shares)

                    -  

 

                    1  

 

                 70  

 

                        -  

 

                       -  

 

                    71  

   —      1   —     70   —      —     71 
  

 

   

 

  

 

  

 

  

 

   

 

  

 

 

Balance, December 31, 2019

$                  49  

 

$           19,981  

 

$       (1,685)  

 

$           40,213  

#

$                107  

 

$           58,665  

  $49   $19,981  $—    $(1,685 $40,213   $107  $58,665 

Net income

   —      —     —     —     1,317    —     1,317 

Other comprehensive income

   —      —     —     —     —      1,031   1,031 

Common stock reclassified to treasury stock

   —      —     (175  —     —      —     (175

Repurchase of common stock

   —      —     (1,053  —     —      —     (1,053

ESOP shares committed to be released (7,021 shares)

   —      (3  —     70   —      —     67 

Stock compensation expense

   —      156   —     —     —      —     156 

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

 

See accompanying notes to the consolidated financial statements.

Balance, December 31, 2020

  $49   $20,134  $(1,228 $(1,615 $41,530   $1,138  $60,008 
  

 

   

 

  

 

  

 

  

 

   

 

  

 

 

See accompanying notes to the consolidated financial statements.


1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Years ended December 31,

  Years ended December 31, 

2019

 

2018

  2020 2019 

Cash flows from operating activities

 

 

 

   

Net income (loss)

$                  449  

 

$                  (19)  

Adjustments to reconcile net income (loss) to net cash from operating activities:

 

 

 

Credit for loan losses

        (1,032)  

 

                -  

Net income

  $1,317  $449 

Adjustments to reconcile net income to net cash from operating activities:

   

Provision (credit) for loan losses

   500   (1,032

Depreciation

            695  

 

            663  

   661   695 

Net amortization of investment securities

            264  

 

            331  

   232   264 

Net (gain) loss on disposal of premises and equipment

            (96)  

 

              22  

Net loss (gain) on disposal of premises and equipment

   33   (96

Net change in marketable equity securities

   (614  (124

Stock compensation expense

   156   —   

Impairment of mortgage servicing rights

   369   —   

Write-down on premises and equipment

              90  

 

                -  

   —     90 

Deferred income taxes

              20  

 

            220  

   1,650   20 

Net gain on sale and of foreclosed assets

           (103)  

 

                -  

Net gain on sale of foreclosed assets

   —     (103

Net gain on sale of available for sale securities

                -  

 

            (67)  

   (1,023  —   

Originations of mortgage loans held for sale

     (112,070)  

 

      (55,882)  

   (195,425  (112,070

Proceeds from sales of mortgage loans held for sale

      112,872  

 

        56,035  

   197,125   112,872 

Net gain on sale of mortgage loans held for sale

           (716)  

 

           (707)  

   (3,499  (716

ESOP compensation

              71  

 

                -  

   67   71 

Net change in cash value of life insurance

           (399)  

 

           (404)  

   (400  (399

Gain on death benefit

           (158)  

 

           (120)  

   —     (158

Changes in operating assets and liabilities:

 

 

 

   

Mortgage servicing rights

            (69)  

 

            167  

   (3  (69

Accrued interest receivable and other assets

          1,215  

 

        (1,455)  

   (248  1339 

Accrued interest payable and other liabilities

            (87)  

 

            533  

   322   (87

Net cash provided by (used in) operating activities

            946  

 

           (683)  

  

 

  

 

 

Net cash provided by operating activities

   1,220   946 
  

 

  

 

 

Cash flows from investing activities

 

 

 

   

Proceeds from sales of available for sale securities

                -  

 

        14,392  

   19,515   —   

Maturities, prepayments and calls of available for sale securities

        10,308  

 

          7,479  

   55,217   10,308 

Purchase of available for sale securities

      (13,901)  

 

                -  

   (59,857  (13,901

Net decrease (increase) in loans

        60,054  

 

      (38,624)  

Net (increase) decrease in loans

   (18,899  60,054 

Net proceeds from sales of premises and equipment

            801  

 

                -  

   —     801 

Capital expenditures for premises and equipment

           (668)  

 

        (1,187)  

   (288  (668

Proceeds from life insurance policies

            872  

 

            856  

   —     872 

Net decrease in FHLB stock

            348  

 

            175  

Net (increase) decrease in FHLB stock

   (2,119  348 

Proceeds from sales of foreclosed assets

            237  

 

                -  

   —     237 

Net cash provided by (used in) investing activities

        58,051  

 

      (16,909)  

  

 

  

 

 

Net cash (used in) provided by investing activities

   (6,431  58,051 
  

 

  

 

 

Cash flows from financing activities

 

 

 

   

Net (decrease) increase in deposits

      (61,541)  

 

        16,846  

Net increase (decrease) in deposits

   35,252   (61,541

Net increase in advance payments by borrowers for taxes and insurance

            441  

 

            855  

   1,056   441 

Proceeds from stock offering

        20,029  

 

                -  

   —     20,029 

Purchase of ESOP shares

        (1,755)  

 

                -  

   —     (1,755

Proceeds from the issuance of FHLB advances

        10,000  

 

                -  

   52,000   10,000 

Principal payments on FHLB advances

      (22,387)  

 

        (4,683)  

   (1,225  (22,387

Net cash (used in) provided by financing activities

      (55,213)  

 

        13,018  

Net increase (decrease) in cash and cash equivalents

          3,784  

 

        (4,574)  

Cash and cash equivalents at beginning of year

          7,923  

 

        12,497  

Cash and cash equivalents at end of year

$             11,707  

 

$               7,923  

Supplemental cash flow information:

 

 

 

Cash paid during the year for interest

$               4,920  

 

$               4,021  

Cash paid (received) during the year for income taxes

           (209)  

 

                -  

Loans transferred to loans held for sale

        29,360  

 

                -  

Loans transferred to foreclosed assets

            134  

 

                -  

Bank premises transferred to other assets

            660  

 

                -  

See accompanying notes to the consolidated financial statements.

 

 

 

   Years ended December 31, 
   2020  2019 

Purchase of common stock for treasury

   (1,053  —   
  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   86,030   (55,213
  

 

 

  

 

 

 

Net increase in cash and cash equivalents

   80,819   3,784 

Cash and cash equivalents at beginning of year

   11,707   7,923 
  

 

 

  

 

 

 

Cash and cash equivalents at end of year

  $92,526  $11,707 
  

 

 

  

 

 

 

Supplemental cash flow information:

   

Cash paid during the year for interest

  $3,242  $4,920 

Cash paid (received) during the year for income taxes

  $(5 $(209

Noncash activities:

   

Loans transferred to loans held for sale

  $124  $29,360 

Loans transferred to foreclosed assets

   —     134 

Bank premises transferred to other assets held for sale

   —     660 

1895 Bancorp of Wisconsin, Inc. common stock held by PyraMax Bank reclassified to treasury stock

   175   —   

See accompanying notes to the consolidated financial statements.

F-6


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies

Organization

1895 Bancorp of Wisconsin, Inc. (the “Company”) was formed in January 2019 to serve as the mid-tier stock holding company for PyraMax Bank, FSB (the “Bank”) upon the reorganization of the Bank into the two-tier mutual holding company structure. The reorganization was completed on January 8, 2019. Prior to January 8, 2019, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the audited consolidated financial statements and other financial information contained in these consolidated financial statements relate solely to the Bank for periods prior to January 8, 2019.

On January 8, 2019, PyraMax Bank, FSB (the “Bank”) converted to a stock savings bank and is now organized in the mutual holding company structure. The Bank issued all of its outstanding stock to the Company, which sold 2,145,738 shares of common stock to the public at $10.00 per share, including 175,528 shares purchased by the Bank’s employee stock ownership plan (“ESOP”). In connection with the reorganization, the Company also issued 48,767 shares of common stock to 1895 Bancorp of Wisconsin Community Foundation, Inc. and 2,682,172 shares of common stock to 1895 Bancorp of Wisconsin, MHC, the federally-chartered mutual holding company.

The cost of the reorganization and the issuing of the common stock totaling $1,816 were deferred and deducted from the sales proceeds of the offering.

The Bank operates as a full-service financial institution, providing a full range of financial services, including the granting of commercial, residential, and consumer loans and acceptance of deposits from individual customers and small businesses in the metropolitan Milwaukee, Wisconsin, area. The Bank is subject to competition from other financial and nonfinancial institutions providing financial products. In addition, the Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies.

The Bank has one subsidiary, PyraMax Insurance Services LLC, which offers a comprehensive set of insurance and risk products for personal and business needs.

Impact of COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. On March 3, 2020, the Federal Open Market Committee reduced the target federal funds rate by 50 basis points to 1.00%. This rate was further reduced to a target range of 0% to 0.25% on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak may continue to adversely affect the Company’s financial condition and results of operations. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which may negatively impact our business, financial condition, results of operations and cash flows.

Jumpstart Our Business Startups Act

The Jumpstart Our Business Startups Act (the JOBS Act), which was signed into law on April 5, 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act,

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

a company with total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” The Company qualifies as an “emerging growth company” and believes that it will continue to qualify as an “emerging growth company” until five years from the completion of the stock offering.

As an “emerging growth company,” the Company has elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, the financial statements may not be comparable to the financial statements of companies that comply with such new or revised accounting standards.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the fair values of securities,mortgage servicing rights, the fair values of financial instruments, mortgage servicing rights, and the valuation of deferred income tax assets.

Revenue Recognition

Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (Topic 606), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

F-7


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

The Company completed its overall assessment of revenue streams and related contracts affected by the Topic 606 guidance. The majority of the Company’s revenue-generating transactions are not subject to Topic 606, including all interest and dividend income generated from financial instruments. Certain noninterest income items, including loan servicing income, gain on sales of loans, gain on sales of securities, and other noninterest income have been evaluated to not fall within the scope of Topic 606. Elements of noninterest income that is within the scope Topic 606 are as follows:

Fee income on deposit accounts – Revenue from fees charged on deposit accounts is earned through deposit-related services; as well as account maintenance and management, overdraft, non-sufficient funds and other deposit-related fees. Revenue is recognized either over time, corresponding with the deposit accounts’ monthly cycle, or at a point in time when transactional based fees and services occur. The review of service charges assessed on deposit accounts included the amount of variable consideration that is a part of the monthly charges. It was found that the waiver of service charges due to insufficient funds and dormant account fees is immaterial and would not require a change in the accounting treatment for these fees under the new revenue standards. Recognition of revenue under Topic 606 did not materially change the timing or magnitude of revenue recognition

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Sale of foreclosed assets – Revenue from the sale of foreclosed assets is recognized at a point in time when control of the promised asset transfers to the buyer. The Company uses the following indicators to determine when control of a promised asset has been transferred: the seller has a present right to payment for the asset; the buyer has legal title of the asset; the seller has transferred physical possession of the asset; the buyer has the significant risks and rewards of ownership of the asset; or the buyer has accepted the asset. Recognition of revenue under Topic 606 did not materially change the timing or magnitude of revenue recognition

Merchant card arrangement fees – Customers use a Bank-issued debit or credit card to purchase goods and services, and the Company earns interchange fees on these transactions, typically a percentage of the sale amount of the transaction. The Company records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. There are no contingent debit or credit card interchange fees recorded by the Company that could be subject to a clawback in future periods. Recognition of revenue under Topic 606 did not materially change the timing or magnitude of revenue recognition

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing and non-interest-bearing accounts in other financial institutions, and federal funds sold, all of which have original maturities of three months or less.

Marketable Equity Securities

DebtThe Company holds marketable equity securities, which have a readily determinable fair value, and consist of mutual fund investments and common equity. These securities are recorded at fair value with unrealized gains and losses, due to change in fair value, reflected in other noninterest income. Gains and losses on the sale of marketable equity securities are recorded on the trade date and determined using the specific-identification method. The portion of unrealized gains and losses for the period related to marketable equity securities still held as of December 31, 2020 and 2019 was $561 and $142, respectively.

Available for Sale Securities

Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital requirements, and other similar factors. Securities classified as available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in other comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method. Interest and dividends on available securities are recognized as income when earned. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the estimated lives of the securities.

Mutual fund investments are held as trading securities until January 1, 2019 upon adoption of ASU 2016-01, and carried at fair value, with changes in fair value reported in net income.  These mutual fund investments were reclassified as marketable equity securities as of January 1, 2019 upon adoption of ASU 2016-01 and included in other assets on the balance sheet.  

Declines in fair value of securities that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers the

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient enough to allow for any anticipated recovery in fair value.

F-8


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loan sold.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for deferred loan fees and costs, charge-offs, and an allowance for loan losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to make payments as they become due. When loans are placed on non-accrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses is maintained at the level considered adequate by management to provide for losses that are probable as of the balance sheet date. The allowance for loan losses is established through a provision for loan losses charged to expense as losses are estimated to have occurred. Loan losses are charged against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. In determining the adequacy of the allowance balance, the Company makes evaluations of the loan portfolio and related off-balance sheet commitments, considers current economic conditions and historical loss experience, and reviews specific problem loans and other factors.

When establishing the allowance for loan losses, management categorizes loans into risk categories generally based on the nature of the collateral and the basis of repayment. These risk categories and their relevant risk characteristics are as follows:

Commercial real estate: These loans are dependent on the industries tied to these loans. Commercial real estate loans are secured primarily by office and industrial buildings, warehouses, small retail shopping facilities, and various special-purpose properties, including hotels and restaurants. Financial information is obtained from borrowers and/or the individual project to evaluate cash flow sufficiency to service debt and is periodically updated during the life of the loan. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market, such as geographic location and/or property type,

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Land development: These loans are secured by vacant land and/or property that are in the process of improvement, including (a) land development preparatory to erecting vertical improvements or (b) the on-site construction of industrial, commercial, residential, or farm buildings. Repayment of these loans can be dependent on the sale of the property to third parties or the successful completion of the improvements by the builder for the end user. In the event a loan is made on property that is not yet improved for the planned development, there is the risk that necessary approvals will not be granted or will be delayed. Construction loans also run the risk that improvements will not be completed on time or in accordance with specifications and projected costs.

Commercial Other: This loan category is comprised of commercial and industrial loans. Commercial and industrial loans are extended primarily to small and middle market customers. Such credits typically comprise working capital loans, asset acquisition loans, and loans for other business purposes. Loans to closely held businesses are generally guaranteed in full by the owners of the business. Commercial and industrial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for commercial and industrial loans.

Residential real estate: These loans are generally to individuals and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations, the underlying collateral, and the loan to collateral value. Underwriting standards for residential real estate owner-occupied loans are heavily influenced by statutory requirements, which include, but are not limited to, loan-to-value and affordability ratios, risk-based pricing strategies, and documentationrequirements.

Consumer: These loans may take the form of installment loans, demand loans, or single payment loans, and are extended to individuals for household, family, and other personal expenditures. These loans generally include direct consumer automobile loans and credit card loans. Also included in this category are junior liens on 1-4 family residential properties. These loans are generally smaller in size

F-9


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations.

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Management regularly evaluates the allowance for loan losses using the Company’s past loan loss experience, known and inherent risks in the loan portfolio, composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, current economic conditions, and other relevant factors. This evaluation is inherently subjective since it requires material estimates that may be susceptible to significant change.

A loan is impaired when, based on current information, it is probable that the Company will not collect all amounts due in accordance with the contractual terms of the loan agreement. Management determines whether a loan is impaired on a case-by-case basis, taking into consideration the payment status, collateral value, length and reason of any payment delays, the borrower’s prior payment record, and any other relevant factors. Large groups of smaller-balance homogeneous loans, such as residential mortgage and consumer loans, are collectively evaluated in the allowance for loan losses analysis and are not subject to impairment analysis unless such loans have been subject to a restructuring agreement. Specific allowances for impaired loans are based on discounted

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

cash flows of expected future payments using the loan’s initial effective interest rate or the fair value of the collateral if the loan is collateral dependent.

In addition, various regulatory agencies periodically review the allowance for loan losses. These agencies may require the Company to make additions to the allowance for loan losses based on their judgments of collectability based on information available to them at the time of their examination.

Troubled Debt Restructurings

Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and the Company grants a “concession” to the borrower that they would not otherwise consider. These concessions include a modification of terms such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than a current market rate for a new loan with similar risk, or some combination thereof to facilitate repayment. Troubled debt restructurings are considered impaired loans.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Provisions for depreciation are computed on straight-line method over the estimated useful lives of the assets.

Mortgage Servicing Rights

The Company sells residential mortgage loans in the secondary market and, on a selective basis, retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. Mortgage servicing rights are recognized as separate assets whenamortized over the period of estimated net servicing income, and assessed for impairment at each reporting date. Mortgage servicing rights are acquired throughcarried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other assets, net in the consolidated balance sheets. To the extent that the Company sells mortgage servicing rights, a gain is recognized for the amount of which sale proceeds exceed the remaining unamortized cost of the servicing rights that were sold. Recognized gains on sale of mortgage loans. Mortgage servicing rights acquired through saleare included in other noninterest income in the consolidated statements of loans are recognized as a component of loan servicing income and are recorded at fair value. operations.

The fair value of mortgage servicing rights is estimated using a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as costs to service, a discount rate, the custodial earnings rate, ancillary income, default rates and losses, and prepayment speeds. The fair value of mortgage servicing rights may change because of changes in the discount rates, prepayment expectations, default rates, and other factors. Mortgage servicing rights are amortized into income in proportion to and over the period of the estimated future net servicing income of the underlying loans.

Mortgage servicing rights are evaluated for impairment at least annuallyeach reporting date and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

includes stratifying the mortgage servicing rights by predominant characteristics such as interest rates and terms and estimating fair value of each stratum. Impairment is recognized through a valuation allowance for an individual stratum to the extent that fair value is less than the carrying amount for the stratum.

Federal Home Loan Bank Stock

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock is carried at cost. The Company is required to hold the stock as a member of the FHLB, and transfer of the stock is substantially restricted. The stock is pledged as collateral for outstanding FHLB advances. The stock is evaluated for impairment on an annual basis.

Foreclosed Assets

Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net foreclosed asset expense. There were no foreclosed assets as of December 31, 20192020 and 2018,2019, respectively. There were approximately $240$56 and $161$240 of residential real estate loans in process of foreclosure at December 31, 20192020 and 2018,2019, respectively.

F-10


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Cash value of life insurance

The Company purchased bank owned life insurance on the lives of certain employees. The Company is the beneficiary of the life insurance policies. The cash surrender value of life insurance is reported at the amount that would be received in cash if the policies were surrendered. Increases in the cash value of the policies and proceeds of death benefits received are recorded in noninterest income. The increase in cash value of life insurance is not subject to income taxes, as long as the Company has the intent and ability to hold the policies until the death benefits are received.

Income Taxes

Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a regular basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to increase the valuation allowance against our deferred tax assets.

As changes in tax laws or rates are enacted, deferred income tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to the allowances for loan losses, deferred

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

compensation, depreciation, FHLB stock dividends and non-accrual interest.mortgage servicing rights. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. During the periods shown, the Company did not recognize any interest or penalties related to income tax expense in its statements of operations.

Employee Benefit Plans

The Company has employee benefit plans for qualified employees. The Company’s policy is to fund contributions as accrued.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments including commitments to extend credit, unfunded commitments under lines of credit, and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they become payable.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Rate Lock Commitments

The Company enters into commitments to originate loans, whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates.

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Advertising

Advertising costs are expensed as incurred.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is shown on the statements of comprehensive income (loss). The Company’s accumulated other comprehensive lossincome is composed of the unrealized lossgain on securities available for sale, net of tax and is shown on the statements of changes in

F-11


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

equity. Reclassification adjustments out of other comprehensive lossincome for gains realized on sales of securities available for sale comprise the entire balance of “net gain on sale of securities” on the statements of operations. As part of this reclassification, income tax expense of approximately $0$276 and $18$0 was recognized for the years ended December 31, 20192020 and 2018,2019, respectively, in “provision (credit) for income taxes” on the statements of operations.

NOTE 1 — Summary of Significant Accounting Policies – (continued)

Reclassifications

Certain reclassifications have been made to the 20182019 consolidated financial statements to conform to the 20192020 classifications.

Recent Accounting Pronouncements

The Company recently adopted the following Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB):

ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities. This ASU applies to all entities that hold financial assets or owe financial liabilities, and is intended to provide more useful information on the recognition, measurement, presentation and disclosure of financial instruments. Among other things, this ASU 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) eliminates the requirement to disclose the fair values of financial instruments measured at amortized cost for entities that are not public business entities; 4) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the consolidated financial statements; and 5) clarifies that an entity should evaluate the need for a valuation allowance on deferred tax assets related to available-for-sale securities in combination with the entity’s other deferred tax assets.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This amendment supersedes and replaces nearly all existing revenue recognition guidance. Under the amended guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company adopted this accounting standard January 1, 2019, with no material impact on the Company’s consolidated financial statements.

ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU amends previous guidance over eight specific cash flow classification issues with the objective of reducing the existing diversity in practice. Management adopted this new accounting standard on January 1, 2019, with no material impact on the Company’s consolidated financial statements.

The following ASUs have been issued by the FASB and may impact the Company’s consolidated financial statements in future reporting periods.

ASU 2016-13,Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. On November 15, 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard. ASU 2016-13 will be effective for reporting periodsfiscal years beginning after December 15, 2022.2022, and interim periods within those fiscal years. Management has elected to defer adoption to the new effective date and is currently evaluating the impact of adopting ASU 2016-13 on the Company’s consolidated financial statements.

ASU 2016-02,Leases (Topic 842). This ASU affects any entity that enters into a lease, and is intended to increase the transparency and comparability of financial reporting. The ASU requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset will represent the right to use the underlying asset for the lease term, and the lease liability will represent the discounted value of the required lease payments to the lessor. The ASU will also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. On November 15, 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard. On June 3, 2020, the FASB issued ASU 2016-02 will be2020-05, Revenue from Contracts with Customers (Topic 606) and Leases

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies – (continued)

(Topic 842): Effective Dates for Certain Entities, updating the effective date for reporting periodsfiscal years beginning after December 15, 2021.2021, and interim periods within fiscal years beginning after December 15, 2022. Management has elected to defer adoption to the new effective date and is currently evaluating the impact of adopting ASU 2016-02 on the Company’s consolidated financial statements.statements.

ASU 2020-04,Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative rates, such as SOFR. For instance, entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. ASU 2020-04 is effective March 12, 2020, through December 31, 2022. The Company is in the process of determining which optional expedients to elect, if any, as well as the timing and application of those elections. At this time, the Company does not expect any elections to have a significant impact on its financial statements.

F-12


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 2 — Cash and Due from Banks

Under Regulation D, savings institutions are generally required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based upon a percentage of deposits. The Company was requiredEffective March 26, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero percent, eliminating the requirement to maintain reserve balances in cash or on deposit with the Federal Reserve Bank ofBank. This reduction in reserve requirement ratios does not have a defined timeframe and may be revised by the Federal Reserve Board in the future. The total required reserve balance was $0 as of both December 31, 20192020 and 2018.2019.

In the normal course of business, the Company maintains cash and due from bank balances with correspondent banks. Balances in these accounts may exceed the Federal Deposit Insurance Corporation’s insured limit of $250. Management believes these financial institutions have strong credit ratings and that the credit risk related to these deposits is minimal.

NOTE 3—3 — Available for Sale Securities

Amortized costs and fair values of available for sale securities are summarized as follows:

 

       Gross   Gross     
   Amortized   Unrealized   Unrealized   Estimated 
December 31, 2020  Cost   Gains   Losses   Fair Value 

Obligations of states and political subdivisions

  $11,570   $244   $(11  $11,803 

Government-sponsored mortgage-backed securities

   36,886    1,165    (12   38,039 

Asset-backed securities

   7,231    57    (7   7,281 

Certificates of deposit

   1,458    122    —      1,580 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale securities

  $57,145   $1,588   $(30  $58,703 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

Gross

 

Gross

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

December 31, 2019

Cost

 

Gains

 

Losses

 

Fair Value

Obligations of states and political subdivisions

$               9,779

 

$                    67  

 

$                 (20)  

 

$9,826  

Government-sponsored mortgage-backed securities

          56,975

 

              416  

 

             (357)  

 

         57,034  

Corporate collateralized mortgage obligations

              284

 

                  5  

 

                  -  

 

              289  

Asset-backed securities

            2,484

 

                  -  

 

               (19)  

 

           2,465  

Certificates of deposit

            1,707

 

                54  

 

                  -  

 

           1,761  

Total available for sale securities

$             71,229

 

$                  542  

 

$               (396)  

 

$71,375  

 

 

 

 

 

 

 

 

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 

 

 

 

Gross

 

Gross

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

December 31, 2018

Cost

 

Gains

 

Losses

 

Fair Value

Obligations of states and political subdivisions

$             11,348

 

$                    25  

 

$               (204)  

 

$11,169  

Government-sponsored mortgage-backed securities

          52,363

 

                  4  

 

          (1,992)  

 

         50,375  

Corporate collateralized mortgage obligations

              410

 

                  1  

 

                (1)  

 

410  

Asset-backed securities

            3,530

 

                  2  

 

                (1)  

 

           3,531  

Certificates of deposit

              249

 

                  -  

 

                (3)  

 

              246  

Total available for sale securities

$             67,900

 

$                    32  

 

$            (2,201)  

 

$65,731  

 

 

 

 

 

 

 

 

NOTE 3 — Available for Sale Securities – (continued)

 

       Gross   Gross     
   Amortized   Unrealized   Unrealized   Estimated 
December 31, 2019  Cost   Gains   Losses   Fair Value 

Obligations of states and political subdivisions

  $9,779   $67   $(20  $9,826 

Government-sponsored mortgage-backed securities

   56,975    416    (357   57,034 

Corporate collateralized mortgage obligations

   284    5    —      289 

Asset-backed securities

   2,484    —      (19   2,465 

Certificates of deposit

   1,707    54    —      1,761 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale securities

  $71,229   $542   $(396  $71,375 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair values of securities are estimated based on financial models or prices paid for similar securities. It is possible interest rates could change considerably, resulting in a material change in estimated fair value.

The Company’s mortgage-backed securities and collateralized mortgage obligations issued by government sponsored enterprises are guaranteed by one of the following government enterprises: Fannie Mae, Freddie Mac or Ginnie Mae. At December 31, 2019, $2,956Available for sale securities with a carrying value of the Company’s mortgage related securities$2.0 million and $3.0 million were pledged as collateral to secure customer deposit accounts. Ataccounts at December 31, 2018, $9,301 of the Company’s mortgage related securities were pledged as collateral to secure customer deposit accounts.

NOTE 3 — Available for Sale Securities – (continued)2020 and December 31, 2019, respectively.

The following table presents the portion of the Company’s portfolio which has gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position:

 

   Less than 12 months  12 months or more  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
December 31, 2020  Value   Loss  Value   Loss  Value   Loss 

Obligations of states and political subdivisions

  $ 4,235   $(11 $—     $—    $4,235   $(11

Government-sponsored mortgage-backed securities

   4,984    (12  —      —     4,984    (12

Asset-backed securities

   —      —     638    (7  638    (7
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $9,219   $(23 $638   $(7 $9,857   $(30
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

   Less than 12 months  12 months or more  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
December 31, 2019  Value   Loss  Value   Loss  Value   Loss 

Obligations of states and political subdivisions

  $2,052   $(14 $667   $(6 $2,719   $(20

Government-sponsored mortgage-backed securities

   15,830    (106  16,747    (251  32,577    (357

Asset-backed securities

   2,394    (18  71    (1  2,465    (19
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $20,276   $(138 $17,485   $(258 $37,761   $(396
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

December 31, 2019

Value

 

Loss

 

Value

 

Loss

 

Value

 

Loss

Obligations of states and political subdivisions

$        2,052  

 

$           (14)

 

$           667  

 

$             (6)  

 

$        2,719  

 

               (20)  

Government-sponsored mortgage-backed securities

          15,830  

 

             (106)  

 

          16,747  

 

             (251)  

 

          32,577  

 

             (357)  

Asset-backed securities

            2,394  

 

               (18)  

 

                71  

 

                (1)  

 

            2,465  

 

               (19)  

Total

$      20,276  

 

$         (138)  

 

$      17,485  

 

$         (258)  

 

$      37,761  

 

$         (396)  

F-131895 BANCORP OF WISCONSIN, INC.


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

Less than 12 months

 

12 months or more

 

Total

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

December 31, 2018

Value

 

Loss

 

Value

 

Loss

 

Value

 

Loss

Obligations of states and political subdivisions

$        1,567  

 

$             (5)  

 

$        6,909  

 

$         (199)  

 

$        8,476  

 

$         (204)  

Government-sponsored mortgage-backed securities

                29  

 

                  -  

 

          49,549  

 

          (1,992)  

 

          49,578  

 

          (1,992)  

Corporate collateralized mortgage obligations

              204  

 

                  -  

 

              147  

 

                (1)  

 

              351  

 

                (1)  

Asset-backed securities

              813  

 

                (1)  

 

                  -  

 

                  -  

 

              813  

 

                (1)  

Certificates of deposit

                  -  

 

                  -  

 

              246  

 

                (3)  

 

              246  

 

                (3)  

Total

$        2,613  

 

$             (6)  

 

$      56,851  

 

$      (2,195)  

 

$      59,464  

 

$      (2,201)  

 

NOTE 3 — Available for Sale Securities – (continued)

At December 31, 2020, the Company had 5 debt securities with unrealized losses with aggregate depreciation of 0.3% from the Company’s amortized cost basis. At December 31, 2019, the Company had 30 debt securities with unrealized losses with aggregate depreciation of 1.0% from the Company’s amortized cost basis. At December 31, 2018, the bank had 59 debt securities with unrealized losses with aggregate depreciation of 3.6% from the Bank’s amortized cost basis. These unrealized losses relate principally to the changes in interest rates and are not caused by changes in the financial condition of the issuer, the quality of any underlying assets, or applicable credit enhancements. In analyzing whether unrealized losses on debt securities are other than temporary, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, industry analysts'analysts’ reports, the financial condition and performance of the issuer, and the quality of any underlying assets or credit enhancements. Since management has the ability to hold debt securities for the foreseeable future, no declines are deemed to be other than temporary.

F-14


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 3 — Available for Sale Securities – (continued)

The amortized cost and fair value of available for sale securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities in mortgage-backed securities since the anticipated maturities are not readily determinable. Therefore, these securities are not included in the maturity categories in the following maturity summary listed below:

 

December 31, 2019

 

Amortized

 

Fair

 

Cost

 

Value

Due in one year or less

$                  578

 

$                  578

Due after one through 5 years

6,417

 

6,482

Due after 5 through 10 years

3,161

 

3,209

Due after 10 years

1,330

 

1,318

Subtotal

11,486

 

11,587

Mortgage-related securities

57,259

 

57,323

Asset-backed securities

2,484

 

2,465

Total

$             71,229

 

$             71,375

   December 31, 2020 
   Amortized   Fair 
   Cost   Value 

Due in one year or less

  $1,239   $1,255 

Due after one through 5 years

   5,217    5,419 

Due after 5 through 10 years

   1,326    1,435 

Due after 10 years

   5,246    5,274 
  

 

 

   

 

 

 

Subtotal

   13,028    13,383 

Mortgage-related securities

   36,886    38,039 

Asset-backed securities

   7,231    7,281 
  

 

 

   

 

 

 

Total

  $57,145   $58,703 
  

 

 

   

 

 

 

The following is a summary of the proceeds from sales of securities available for sale, as well as gross gains and losses, for each of the periods listed below:

   Years ended December 31, 
   2020   2019 

Proceeds from sales of available for sale securities

  $19,515   $—   

Gross gains

   1,023    —   

Gross losses

   —      —   

 

 

Years ended December 31,

 

 

2019

 

2018

Proceeds from sales of available for sale securities

 

$                       -  

 

$              14,392  

Gross gains

 

                  -  

 

              137  

Gross losses

 

                  -  

 

               (70)  

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 

NOTE 4 — Loans

Major classifications of loans are as follows:

 

 

As of December 31,

 

2019

 

2018

Commercial:

 

 

 

Real estate

$           178,882  

 

$           191,645  

Land development

            1,623  

 

            2,187  

Other

          34,072  

 

          30,508  

Residential real estate:

 

 

 

First mortgage

          65,450  

 

        108,084  

Construction

            2,041  

 

            2,097  

Consumer:

 

 

 

Home equity and lines of credit

          29,691  

 

          36,154  

Other

              611  

 

            1,914  

Subtotal

        312,370  

 

        372,589  

Net deferred loan fees

              304  

 

              503  

Allowance for loan losses

          (2,000)  

 

          (3,262)  

Net loans

$           310,674  

 

$           369,830  

   As of December 31, 
   2020   2019 

Commercial:

    

Real estate

  $189,291   $178,882 

Land development

   1,492    1,623 

Other

   46,184    34,072 

Residential real estate:

    

First mortgage

   68,968    65,450 

Construction

   2,954    2,041 

Consumer:

    

Home equity and lines of credit

   22,348    29,691 

Other

   361    611 
  

 

 

   

 

 

 

Subtotal

   331,598    312,370 

Net deferred loan costs

   178    304 

Allowance for loan losses

   (2,703   (2,000
  

 

 

   

 

 

 

Net loans

  $329,073   $310,674 
  

 

 

   

 

 

 

Deposit accounts in an overdrawn position and reclassified as loans totaled $114$141 and $133$114 at December 31, 20192020 and 2018,2019, respectively.

F-15


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

The Coronavirus Aid, Relief and Economic Security (“CARES”) Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans. The Company actively participated in assisting our customers with applications for resources through the program until its closing on August 8, 2020. PPP loans originated by the Company have: (a) an interest rate of 1.0%, (b) two-year and five-year loan terms to maturity; and (c) principal and interest payments deferred for ten months after the end date of the borrowers forgiveness period. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP. As of December 31, 2020, we have funded 246 PPP loans with outstanding balances totaling $17.2 million, included within the commercial loan balances above.

NOTE 4— Loans – (continued)

The Company provides several types of loans to its customers, including commercial, residential, construction and consumer loans. Significant loan concentrations are considered to exist when there are amounts loaned to one borrower, or to multiple borrowers engaged in similar activities, that would cause them to be similarly impacted by economic or other conditions. While credit risks tend to be geographically concentrated in the Company’s metropolitan Milwaukee market area, and while a significant portion of the Company’s loan portfolio is secured by commercial and residential real estate, there are no significant concentrations whose primary sources of repayment are reliant upon an individual or group of related borrowers.

During the normal course of business, the Company may transfer a portion of a loan as a participation loan to another financial institution in order to manage portfolio risk. In order to be eligible for sales treatment, all

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 4 — Loans – (continued)

cash flows from the loan must be divided proportionately, and rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties, and no loan holder can have the right to pledge or exchange the entire loan. As December 31, 2020 and December 31, 2019, respectively, the Company had transferred $29.6 million and $26.2 million in participation loans which were eligible for sales treatment to other financial institutions, all of which were being serviced by the Company.

A summary of the activity in the allowance for loan losses by portfolio segment is as follows:

 

December 31, 2019

Commercial

 

Residential

 

Consumer

 

Total

Beginning balance

$               1,448  

 

$               1,250  

 

$                  564  

 

$               3,262  

Provision (credit) for loan losses

             (222)  

 

             (599)  

 

             (211)  

 

          (1,032)  

Loans charged off

             (214)  

 

               (83)  

 

             (269)  

 

             (566)  

Recoveries of loans previously charged off

              223  

 

                  5  

 

              108  

 

              336  

Total ending allowance balance

$               1,235  

 

$                  573  

 

$                  192  

 

$               2,000  

 

 

 

 

 

 

 

 

December 31, 2018

Commercial

 

Residential

 

Consumer

 

Total

Beginning balance

$               1,369  

 

$               1,246  

 

$                  478  

 

$               3,093  

Provision for loan losses

                  -  

 

                  -  

 

                  -  

 

                  -  

Loans charged off

                (1)  

 

                  -  

 

             (123)  

 

             (124)  

Recoveries of loans previously charged off

                80  

 

                  4  

 

              209  

 

              293  

Total ending allowance balance

$               1,448  

 

$               1,250  

 

$                  564  

 

$               3,262  

December 31, 2020  Commercial   Residential   Consumer   Total 

Beginning balance

  $1,235   $573   $192   $2,000 

Provision for loan losses

   360    100    40    500 

Loans charged off

   —      (60   (8   (68

Recoveries of loans previously charged off

   14    132    125    271 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total ending allowance balance

  $1,609   $745   $349   $2,703 
  

 

 

   

 

 

   

 

 

   

 

 

 
December 31, 2019  Commercial   Residential   Consumer   Total 

Beginning balance

  $1,448   $1,250   $564   $3,262 

Provision (credit) for loan losses

   (222   (599   (211   (1,032

Loans charged off

   (214   (83   (269   (566

Recoveries of loans previously charged off

   223    5    108    336 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total ending allowance balance

  $1,235   $573   $192   $2,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Information about how loans were evaluated for impairment and the related allowance for loan losses follows:

December 31, 2020  Commercial   Residential   Consumer   Total 

Loans:

        

Individually evaluated for impairment

  $10,573   $411   $21   $11,005 

Collectively evaluated for impairment

   226,394    71,511    22,688    320,593 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

  $236,967   $71,922   $22,709   $331,598 
  

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for loan losses:

        

Individually evaluated for impairment

  $—     $—     $—     $—   

Collectively evaluated for impairment

   1,609    745    349    2,703 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total allowance for loan losses

  $1,609   $745   $349   $2,703 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2019

Commercial

 

Residential

 

Consumer

 

Total

Loans:

 

 

 

 

 

 

 

Individually evaluated for impairment

$               6,931  

 

$               1,078  

 

$                    32  

 

$               8,041  

Collectively evaluated for impairment

        207,646  

 

          66,413  

 

          30,270  

 

        304,329  

Total loans

$           214,577  

 

$             67,491  

 

$             30,302  

 

$           312,370  

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

Individually evaluated for impairment

$                      -  

 

$                    62  

 

$                      5  

 

$                    67  

Collectively evaluated for impairment

            1,235  

 

              511  

 

              187  

 

            1,933  

Total allowance for loan losses

$               1,235  

 

$                  573  

 

$                  192  

 

$               2,000  

 

 

 

 

 

 

 

 

December 31, 2018

Commercial

 

Residential

 

Consumer

 

Total

Loans:

 

 

 

 

 

 

 

Individually evaluated for impairment

$               1,165  

 

$               1,176  

 

$                    36  

 

$               2,377  

Collectively evaluated for impairment

        223,175  

 

        109,005  

 

          38,032  

 

        370,212  

Total loans

$           224,340  

 

$           110,181  

 

$             38,068  

 

$           372,589  

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

Individually evaluated for impairment

$                      -  

 

$                      6  

 

$                      6  

 

$                    12  

Collectively evaluated for impairment

            1,448  

 

            1,244  

 

              558  

 

            3,250  

Total allowance for loan losses

$               1,448  

 

$               1,250  

 

$                  564  

 

$               3,262  

F-161895 BANCORP OF WISCONSIN, INC.


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 4—4 — Loans – (continued)

December 31, 2019  Commercial   Residential   Consumer   Total 

Loans:

        

Individually evaluated for impairment

  $6,931   $1,078   $32   $8,041 

Collectively evaluated for impairment

   207,646    66,413    30,270    304,329 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

  $214,577   $67,491   $30,302   $312,370 
  

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for loan losses:

        

Individually evaluated for impairment

  $—     $62   $5   $67 

Collectively evaluated for impairment

   1,235    511    187    1,933 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total allowance for loan losses

  $1,235   $573   $192   $2,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Information regarding impaired loans follows:

 

   Recorded
Investment
   Principal
Balance
   Related
Allowance
   Average
Investment
   Interest
Recognized
 

December 31, 2020

          

Loans with no related allowance for loan losses:

 

        

Commercial:

          

Real estate

  $6,277   $6,277    NA   $6,268   $332 

Land development

   1,492    1,492    NA    503    40 

Other

   2,804    2,804    NA    2,301    138 

Residential real estate and consumer:

          

First mortgage

   411    495    NA    568    261 

Home equity and lines of credit

   21    51    NA    24    3 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with no related allowance for loan losses

   11,005    11,119    NA    9,664    774 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans with related allowance for loan losses:

          

Residential real estate and consumer:

          

First mortgage

   —      —      —      36    —   

Home equity and lines of credit

   —      —      —      4    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with related allowance for loan losses

   —      —      —      40    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Grand totals

  $11,005   $11,119   $—     $9,704   $774 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2019

          

Loans with no related allowance for loan losses:

 

        

Commercial:

          

Real estate

  $5,840   $5,840    NA   $1,824   $87 

Land development

   —      —      NA    126    —   

Other

   1,091    1,091    NA    488    23 

Residential real estate and consumer:

          

First mortgage

   1,016    1,350    NA    1,056    18 

Home equity and lines of credit

   27    56    NA    29    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with no related allowance for loan losses

   7,974    8,337    NA    3,523    128 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Recorded Investment

 

Principal Balance

 

Related Allowance

 

Average Investment

 

Interest Recognized

December 31, 2019

 

 

 

 

 

 

 

 

 

Loans with no related allowance for loan losses:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Real estate

$        5,840  

 

$        5,840  

 

NA

 

$        1,824  

 

$             87  

Land development

                  -  

 

                  -  

 

NA

 

              126  

 

                   -  

Other

           1,091  

 

           1,091  

 

NA

 

              488  

 

                23  

Residential real estate and consumer:

 

 

 

 

 

 

 

 

 

First mortgage

           1,016  

 

           1,350  

 

NA

 

           1,056  

 

                18  

Home equity and lines of credit

                27  

 

                56  

 

NA

 

                29  

 

                   -  

Total loans with no related allowance for loan losses

           7,974  

 

           8,337  

 

NA

 

           3,523  

 

              128  

 

 

 

 

 

 

 

 

 

 

Loans with related allowance for loan losses:

 

 

 

 

 

 

 

 

 

Residential real estate and consumer:

 

 

 

 

 

 

 

 

 

First mortgage

                62  

 

                62  

 

                62  

 

                43  

 

                   -  

Home equity and lines of credit

                  5  

 

                  6  

 

                  5  

 

                16  

 

                   -  

Total loans with related allowance for loan losses

                67  

 

                68  

 

                67  

 

                59  

 

                   -  

 

 

 

 

 

 

 

 

 

 

Grand totals

$        8,041  

 

$        8,405  

 

$             67  

 

$        3,582  

 

$           128  

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

Loans with no related allowance for loan losses:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Real estate

$           701  

 

$           701  

 

NA

 

$           658  

 

$             40  

Land development

              303  

 

              303  

 

NA

 

              303  

 

                   -  

Other

              161  

 

              161  

 

NA

 

                46  

 

                  2  

Residential real estate and consumer:

 

 

 

 

 

 

 

 

 

First mortgage

          1,085  

 

           1,375  

 

NA

 

           1,235  

 

                25  

Home equity and lines of credit

                30  

 

                56  

 

NA

 

                32  

 

                   -  

Total loans with no related allowance for loan losses

           2,280  

 

           2,596  

 

NA

 

           2,274  

 

                67  

 

 

 

 

 

 

 

 

 

 

Loans with related allowance for loan losses:

 

 

 

 

 

 

 

 

 

Residential real estate and consumer:

 

 

 

 

 

 

 

 

 

First mortgage

                91  

 

                91  

 

                  6  

 

              154  

 

                  3  

Home equity and lines of credit

                  6  

 

                  6  

 

                  6  

 

              124  

 

                   -  

Total loans with related allowance for loan losses

                97  

 

                97  

 

                12  

 

              278  

 

                  3  

 

 

 

 

 

 

 

 

 

 

Grand totals

$        2,377  

 

$        2,693  

 

$             12  

 

$        2,552  

 

$             70  

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 


F-17


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 4 — Loans – (continued)

   Recorded
Investment
   Principal
Balance
   Related
Allowance
   Average
Investment
   Interest
Recognized
 

Loans with related allowance for loan losses:

          

Residential real estate and consumer:

          

First mortgage

   62    62    62    43    —   

Home equity and lines of credit

   5    6    5    16    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with related allowance for loan losses

   67    68    67    59    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Grand totals

  $8,041   $8,405   $67   $3,582   $128 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management regularly monitors impaired loan relationships. In the event facts and circumstances change, additional reserves may be necessary.

There were no additional funds committed to impaired loans as of December 31, 20192020 and 2018,2019, respectively.

The Company regularly evaluates various attributes of loans to determine the appropriateness of the allowance for loan losses. The credit quality indicators monitored differ depending on the class of loan.

“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.

“Watch / Special mention” ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.

“Substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.

“Doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.

Information regarding the credit quality indicators most closely monitored for commercial loans by class follows:

December 31, 2019

Pass

 

Watch and Special Mention

 

 

Substandard

 

Total

Real estate

$          168,834  

 

$              4,418  

 

 

$              5,630  

 

$          178,882  

Land development

                       -  

 

                1,623  

 

 

                       -  

 

                1,623  

Other

               27,522  

 

                5,517  

 

 

                1,033  

 

               34,072  

Total

$          196,356  

 

$            11,558  

 

 

$              6,663  

 

$          214,577  

 

 

 

 

 

 

 

 

 

 

December 31, 2018

Pass

 

Watch and Special Mention

 

 

Substandard

 

Total

Real estate

$          186,303  

 

$              4,403  

 

 

$                939  

 

$          191,645  

Land development

                   158  

 

                1,726  

 

 

                   303  

 

                2,187  

Other

               25,939  

 

                4,408  

 

 

                   161  

 

               30,508  

Total

$          212,400  

 

$            10,537  

 

 

$              1,403  

 

$          224,340  

December 31, 2020  Pass   Watch and Special
Mention
   Substandard   Total 

Real estate

  $163,961   $19,272   $6,058   $189,291 

Land development

   —      —      1,492    1,492 

Other

   37,675    5,705    2,804    46,184 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $201,636   $24,977   $10,354   $236,967 
  

 

 

   

 

 

   

 

 

   

 

 

 
December 31, 2019  Pass   Watch and Special
Mention
   Substandard   Total 

Real estate

  $168,834   $4,418   $5,630   $178,882 

Land development

   —      1,623    —      1,623 

Other

   27,522    5,517    1,033    34,072 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $196,356   $11,558   $6,663   $214,577 
  

 

 

   

 

 

   

 

 

   

 

 

 

There were no loans rated as doubtful at December 31, 20192020 and December 31, 2018.2019.


1895 BANCORP OF WISCONSIN, INC.

F-18NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1895 BANCORP OF WISCONSIN, INC.

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 4 — Loans – (continued)

Residential real estate and consumer loans are generally evaluated based on whether or not the loan is performing according to the contractual terms of the loan.

Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans by class follows:

 

December 31, 2020  Performing   Non
Performing
   Total 

Residential real estate:

      

First mortgages

  $67,817   $1,151   $68,968 

Construction

   2,954        2,954 

Consumer:

      

Home equity and lines of credit

   22,212    136    22,348 

Other

   361        361 
  

 

   

 

   

 

 

Total

  $93,344   $1,287   $94,631 
  

 

   

 

   

 

 

December 31, 2019

Performing

 

Non Performing

 

Total

  Performing   Non
Performing
   Total 

Residential real estate:

 

      

First mortgages

$             63,760  

 

$               1,690  

 

$             65,450  

  $63,760   $1,690   $65,450 

Construction

            2,041  

 

                  -  

 

            2,041  

   2,041        2,041 

Consumer:

 

      

Home equity and lines of credit

          29,548  

 

              143  

 

          29,691  

   29,548    143    29,691 

Other

              611  

 

                  -  

 

              611  

   611        611 
  

 

   

 

   

 

 

Total

$             95,960  

 

$               1,833  

 

$             97,793  

  $95,960   $1,833   $97,793 

 

  

 

   

 

   

 

 

Loan aging and non-accrual information follows:

 

December 31, 2020  Current
Loans
   Loans Past
Due 30-89
Days
   Loans Past
Due 90+ Days
   

Total Loans

  Non-accrual
Loans
     

Commercial:

          

Real estate

  $189,050   $241   $—     $189,291  $—     

Land development

   1,492    —      —     1,492   —     

Other

   46,151    33    —     46,184   —     

Residential real estate:

          

First mortgage

   68,147    684    137   68,968   1,151   

Construction

   2,954    —      —     2,954   —     

Consumer:

          

Home equity and lines of credit

   22,204    121    23   22,348   136   

Other

   361    —      —     361   —     
  

 

 

   

 

 

   

 

 

   

 

  

 

 

   

Total

  $330,359   $1,079   $160   $331,598  $1,287   
  

 

 

   

 

 

   

 

 

   

 

  

 

 

   
     Total non-accrual loans to total loans    0.39
     Total non-accrual loans to total assets    0.25

December 31, 2018

Performing

 

Non Performing

 

Total

Residential real estate:

 

 

 

 

 

First mortgages

$           107,018  

 

$               1,066  

 

$           108,084  

Construction

            2,097  

 

                  -  

 

            2,097  

Consumer:

 

 

 

 

 

Home equity and lines of credit

          35,984  

 

              170  

 

          36,154  

Other

            1,914  

 

                  -  

 

            1,914  

Total

$           147,013  

 

$               1,236  

 

$           148,249  

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 


F-19


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 4 — Loans – (continued)

Loan aging and non-accrual information follows:

 

December 31, 2019

Current
Loans

 

Loans
Past Due

30-89 Days

 

Loans
Past Due

90+ Days

 

Total
Loans

 

Non-accrual Loans

Commercial:

 

 

 

 

 

 

 

 

 

Real estate

$       178,702  

 

$                   -  

 

$              180  

 

$       178,882  

 

$              180  

Land development

            1,623  

 

                  -  

 

                  -  

 

            1,623  

 

                  -  

Other

          33,924  

 

              148  

 

                  -  

 

          34,072  

 

                  -  

Residential real estate:

 

 

 

 

 

 

 

 

 

First mortgage

          63,854  

 

            1,059  

 

              537  

 

          65,450  

 

            1,690  

Construction

            2,041  

 

                  -  

 

                  -  

 

            2,041  

 

                  -  

Consumer:

 

 

 

 

 

 

 

 

 

Home equity and lines of credit

          29,678  

 

                13  

 

                  -  

 

          29,691  

 

              143  

Other

              611  

 

                  -  

 

                  -  

 

              611  

 

                  -  

Total

$       310,433  

 

$           1,220  

 

$              717  

 

$       312,370  

 

$           2,013  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Total non-accrual loans to total loans 

0.64%

 

 

 

 

 

  Total non-accrual loans to total assets 

0.47%

December 31, 2018

Current
Loans

 

Loans
Past Due

30-89 Days

 

Loans
Past Due

90+ Days

 

Total
Loans

 

Non-accrual Loans

Commercial:

 

 

 

 

 

 

 

 

 

Real estate

$       191,645  

 

$                   -  

 

$                   -  

 

$       191,645  

 

$                   -  

Land development

            1,884  

 

                  -  

 

              303  

 

            2,187  

 

              303  

Other

          30,508  

 

                  -  

 

                  -  

 

          30,508  

 

                16  

Residential real estate:

 

 

 

 

 

 

 

 

 

First mortgage

        106,523  

 

            1,470  

 

                91  

 

        108,084  

 

            1,066  

Construction

            2,097  

 

                  -  

 

                  -  

 

            2,097  

 

                  -  

Consumer:

 

 

 

 

 

 

 

 

 

Home equity and lines of credit

          35,926  

 

              215  

 

                13  

 

          36,154  

 

              170  

Other

            1,912  

 

                  2  

 

                  -  

 

            1,914  

 

                  -  

Total

$       370,495  

 

$           1,687  

 

$              407  

 

$       372,589  

 

$           1,555  

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-accrual loans to total loans

 

0.42%

 

 

 

Total non-accrual loans to total assets

 

0.32%

December 31, 2019  Current
Loans
   Loans Past
Due 30-89
Days
   Loans Past
Due 90+
Days
   Total
Loans
   Non-accrual
Loans
     

Commercial:

          

Real estate

  $178,702   $—     $180   $178,882   $180   

Land development

   1,623    —      —      1,623    —     

Other

   33,924    148    —      34,072    —     

Residential real estate:

          

First mortgage

   63,854    1,059    537    65,450    1,690   

Construction

   2,041    —      —      2,041    —     

Consumer:

          

Home equity and lines of credit

   29,678    13    —      29,691    143   

Other

   611    —      —      611    —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total

  $310,433   $1,220   $717   $312,370   $2,013   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
     Total non-accrual loans to total loans    0.64
     Total non-accrual loans to total assets    0.47

There are no loans 90 or more days past due and accruing interest as of December 31, 20192020 or 2018.2019.


F-20


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 4 — Loans – (continued)Non-performing

Non-performing loans are as follows:

 

 

Years ended December 31,

 

2019

 

2018

Non-accrual loans, other than troubled debt restructurings

$               1,416  

 

$                  906  

Non-accrual loans, troubled debt restructurings

              597  

 

              649  

Total non-performing loans (NPLs)

$               2,013  

 

$               1,555  

Restructured loans, accruing

$                  446  

 

$                  459  

   Years ended December 31, 
   2020   2019 

Non-accrual loans, other than troubled debt restructurings

  $1,068   $1,416 

Non-accrual loans, troubled debt restructurings

   219    597 
  

 

 

   

 

 

 

Total non-performing loans (NPLs)

  $1,287   $2,013 
  

 

 

   

 

 

 

Restructured loans, accruing

  $432   $446 
  

 

 

   

 

 

 

There were no new TDRsloans modified as troubled debt restructurings during the years ended December 31, 20192020 and 2018.December 31, 2019.

The provisions of the March 2020 CARES Act included an election to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2020 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for loans that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt these provisions of the CARES Act. As of December 31, 2020, the Company had deferrals of $308 in interest, escrow and principal payments on $14.1 million in outstanding loans.

The Company considers a troubled debt restructuring in default if it becomes past due more than 90 days. No troubled debt restructurings defaulted within 12twelve months of their modification date during the years ended December 31, 20192020 and 2018.2019.


1895 BANCORP OF WISCONSIN, INC.

F-21NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1895 BANCORP OF WISCONSIN, INC.

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 5 — Foreclosed Assets

There were no foreclosed assets held as of December 31, 20192020 and December 31, 2018.2019.

A summary of the Company’s foreclosed asset activity is presented below.

 

 

Years ended December 31,

 

2019

 

2018

Foreclosed assets, beginning of period

$                      -  

 

$                      -  

Loans receivable transferred

              134  

 

                  -  

Gain on sales

              103  

 

                  -  

Proceeds from sales

             (237)  

 

 

Write downs

                  -  

 

                  -  

Other

                  -  

 

                  -  

Foreclosed assets, end of period

$                      -  

 

$                      -  

   Years ended December 31, 
   2020   2019 

Foreclosed assets, beginning of period

  $—     $—��  

Loans receivable transferred

   —      134 

Gain on sales

   —      103 

Proceeds from sales

   —      (237

Write downs

   —      —   

Other

   —      —   
  

 

 

   

 

 

 

Foreclosed assets, end of period

  $—     $—   
  

 

 

   

 

 

 

NOTE 6 — Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and are summarized as follows:

 

 

As of December 31,

 

2019

 

2018

Land

$                  863  

 

$               1,408  

Buildings

            7,829  

 

          10,044  

Leasehold improvements

              633  

 

              661  

Furniture and equipment

            6,343  

 

            6,029  

Totals

          15,668  

 

          18,142  

Less: Accumulated depreciation

            8,987  

 

            9,979  

Premises and equipment, net

$                6,681  

 

$                8,163  

   As of December 31, 
   2020   2019 

Land

  $863   $863 

Buildings

   7,845    7,829 

Leasehold improvements

   209    633 

Furniture and equipment

   5,929    6,343 
  

 

 

   

 

 

 

Totals

   14,846    15,668 

Less: Accumulated depreciation

   8,571    8,987 
  

 

 

   

 

 

 

Premises and equipment, net

  $6,275   $6,681 
  

 

 

   

 

 

 

Depreciation of premises and equipment totaled $695$661 and $663$695 for the years ended December 31, 20192020 and 2018,2019, respectively.

There was no impairment of premises and equipment during the year ended December 31, 2020. The Company had impairment on premises and equipment of $90 during the year ended December 31, 2019. The impairment loss was taken on a building held for sale, which was transferred to other assets on the balance sheet at December 31, 2019. There was no impairment of premises and equipment during the year ended December 31, 2018.

The Company leases premises from nonrelated entities. Rent expense under these non-cancelable leases totaled $223$93 and $218$223 for the years ended December 31, 20192020 and 2018,2019, respectively.

MinimumAs of December 31, 2020, the Company has $20 in future minimum rental commitments under non-cancelable leases, before considering available renewal options, are as follows asto be paid during the first quarter of December 31, 2019:

2020

$                  93  

2021

                     20  

Total

$                113  

2021.


F-22


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 7 — Mortgage Servicing Rights

Loans serviced for others are not included in the balance sheets. The unpaid principal balance of mortgage loans serviced for others totaled $336,722$345.1 million at December 31, 2019,2020, and $332,515$336.7 million at December 31, 2018.2019.

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 7 — Mortgage Servicing Rights – (continued)

The following is a summary of changes in the balance of mortgage servicing rights for the periods indicated below:

 

As of December 31,

  As of December 31, 

2019

 

2018

  2020   2019 

Beginning balance

$               2,103  

 

$               2,270  

  $2,172   $2,103 

Additions

              527  

 

              168  

   770    527 

Amortization

             (458)  

 

             (335)  

   (767   (458

Adjustments to valuation allowance

   (369    
  

 

   

 

 

Ending balances

$               2,172  

 

$               2,103  

  $1,806   $2,172 

 

 

 

  

 

   

 

 

Fair value at beginning of period

$               3,371  

 

$               3,158  

  $2,404   $3,371 
  

 

   

 

 

Fair value at end of period

$               2,404  

 

$               3,371  

  $1,806   $2,404 
  

 

   

 

 

The valuation allowance as of December 31, 2020 was $369. There was no valuation allowance as of December 31, 2019 and 2018.2019. The Company did not sell any mortgage servicing rights during the years ended December 31, 20192020 and 2018.2019.

The estimated fair value of mortgage servicing rights was determined using a valuation model that calculates the present value of expected future servicing and ancillary income, net of expected servicing costs. The model incorporates various assumptions such as discount rates, prepayment speeds, and ancillary income and servicing costs. As of December 31, 2019,2020, the model used discount rates ranging from 10% to 14%13.5% and prepayment speeds ranging from 7%18% to 45%46%, respectively, both of which were based on market data from independent organizations. As of December 31, 2018,2019, the model used discount rates of 10% to 14% and prepayment speeds ranging from 7% to 43%45%.

The following table shows the estimated future amortization of mortgage servicing rights for the next five years. The projections of amortization expense are based on existing asset balances as of as of December 31, 2019.2020. The actual amortization expense the Company recognizes in any given period may be significantly different depending on changes in interest rates, market conditions, and regulatory requirements.

 

For the period ending December 31, 2021

   382 

2022

   357 

2023

   334 

2024

   311 

2025

   285 

Thereafter

   137 
  

 

 

 

Total

  $1,806 
  

 

 

 

For the period ending December 31,

 

2020

$                  459  

2021

                     431  

2022

                     401  

2023

                     373  

2024

                     342  

Thereafter

                     166  

Total

$               2,172  

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 


F-23


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 8—8 — Deposits

The composition of deposits is as follows:

 

As of December 31,

 

2019

 

2018

Non-interest bearing checking

$            62,768  

 

$            85,988  

Interest bearing checking

               25,432  

 

               25,556  

Money market

               65,999  

 

               59,071  

Statement savings accounts

               47,981  

 

               53,245  

Certificates of deposit

             142,416  

 

             182,277  

Total

$          344,596  

 

$          406,137  

 

   As of December 31, 
   2020   2019 

Non-interest bearing checking

  $98,970   $62,768 

Interest bearing checking

   30,630    25,432 

Money market

   103,724    65,999 

Statement savings accounts

   58,895    47,981 

Certificates of deposit

   87,629    142,416 
  

 

 

   

 

 

 

Total

  $379,848   $344,596 
  

 

 

   

 

 

 

Certificates of deposit that met or exceeded the FDIC insurance limit of $250 totaled $16,260$8.7 million and $12,787$16.5 million at December 31, 20192020 and 2018,2019, respectively.

Interest expense on deposits is summarized as follows:

 

Years ended December 31,

 

2019

 

2018

Interest bearing checking

$                  59  

 

$                  52  

Money market

                   715  

 

                   424  

Statement savings accounts

                     66  

 

                     74  

Certificates of deposit

                3,802  

 

                3,141  

Total

$              4,642  

 

$              3,691  

 

   Years ended
December 31,
 
   2020   2019 

Interest bearing checking

  $46   $59 

Money market

   448    715 

Statement savings accounts

   58    66 

Certificates of deposit

   1,768    3,802 
  

 

 

   

 

 

 

Total

  $2,320   $4,642 
  

 

 

   

 

 

 

The scheduled maturities of certificates of deposit are as follows:

2020

$          122,772  

2021

               15,456  

2022

                2,895  

2023

                   585  

2024

                   708  

Total

$          142,416  

 

2021

   81,521 

2022

   3,938 

2023

   630 

2024

   860 

2025

   680 
  

 

 

 

Total

  $87,629 
  

 

 

 

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 


F-24


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 9 — FHLB Advances and Other Borrowings

A summary of FHLB advances follows:

 

 

As of December 31,

 

2019

 

2018

 

Rate

 

Amount

 

Rate

 

Amount

 

(dollars in thousands)

Open line of credit

1.77%

 

$                    -  

 

2.61%

 

$            5,350  

Fixed rate, fixed term advances

1.41%

 

            7,000  

 

1.13% - 1.50%

 

          24,000  

Putable advance, maturing Oct 2029
         first option date Nov 2020

1.03%

 

          10,000  

 

N/A

 

                  -  

Advance structured note, payments due
         monthly, maturing February 2030

7.47%

 

              623  

 

7.47%

 

              660  

Total

 

 

$          17,623  

 

 

 

$          30,010  

   As of December 31, 
   2020   2019 
   Rate  Amount   Rate  Amount 
   (dollars in thousands)        

Fixed rate, COVID-19 Relief Advance, maturing May 2021

   0.00 $4,000    N/A  $—   

Fixed rate, fixed term advance, maturing July 2021

   1.41  7,000    1.41  7,000 

Fixed rate, fixed term advance, maturing February 2022

   1.62  6,500    N/A   —   

Fixed rate, fixed term advance, maturing February 2023

   1.62  6,500    N/A   —   

Putable advance, maturing October 2029 first option date Nov 2020

   1.03  10,000    1.03  10,000 

Putable advance, maturing February 2030 first option date Feb 2023

   0.98  5,000    N/A   —   

Putable advance, maturing March 2030 first option date March 2025

   0.89  10,000    N/A   —   

Advance structured note, payments due monthly, maturing February 2030

   7.47  584    7.47  623 

Advance structured note, payments due monthly, maturing April 2030

   1.05  9,365    N/A   —   

Advance structured note, payments due monthly, maturing May 2030

   1.19  9,449    N/A   —   
   

 

 

    

 

 

 

Total

   $68,398    $17,623 
   

 

 

    

 

 

 

A summary of the scheduled maturities of FHLB advances follows:

 

December 31, 2019

 

Weighted Average Rate

 

Amount

2020

7.47%

 

$                    39  

2021

1.45%

 

                  7,042  

2022

7.47%

 

                      46  

2023

7.47%

 

                       49  

2024

7.47%

 

                       53  

Thereafter

1.27%

 

                10,394  

Total

 

 

$             17,623  

 

   December 31, 2020 
   Weighted Average
Rate
  Amount 

2021

   0.95  12,956 

2022

   1.54  8,481 

2023

   1.54  8,506 

2024

   1.28  2,032 

2025

   1.30  2,059 

Thereafter

   1.07  34,364 
   

 

 

 

Total

   $68,398 
   

 

 

 

Actual maturities may differ from the scheduled principal maturities due to call options on the various advances.

The Company hasmaintains a master contract agreement with the FHLB, thatwhich provides for borrowing up to the lesser of 22.22 times the FHLB stock owned, a determined percentage of the book value of the Company’s qualifying real estate loans, or a determined percentage of the Company’s assets. The FHLB provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest such as London InterBank Offered Rate (LIBOR), federal funds, or Treasury bill rates. FHLB advances are subject to a prepayment penalty if they are repaid prior to maturity. The Company had pledged approximately $125,483$149.1 million at December 31, 2020, and $125.5 million at December 31, 2019, and $151,708 at December 31, 2018 of qualifying real estate mortgage loans. FHLB advances were also secured by $3.0 million at December 31, 2020 and $913 at December 31, 2019 and $1,261 at December 31, 2018 of FHLB stock owned by the Company. At December 31, 20192020 and 2018,2019, the Company’s available and unused portion of this borrowing agreement totaled $107,019$79.6 million and $121,086,$107.0 million, respectively. Additional borrowing would require additional purchase of FHLB stock.

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 9 — FHLB Advances and Other Borrowings (continued)

Additionally, at December 31, 20192020 we had a $10.0 million federal funds rate line of credit with the BMO Harris Bank, none of which was drawn at December 31, 2019, as well as2020. The Company also had a $7.0 million line of credit at the Federal Reserve.Reserve based on pledged commercial real estate loans of approximately $11.7 million at December 31, 2020. The Company had not drawn on the Federal Reserve line as of December 31, 2020.

NOTE 10 — Employee Benefit Plan

The Company sponsors a 401(k)-profit sharing plan covering substantially all employees certain age and minimum service requirements. The Company may then match a discretionary percentage of each eligible participant’s contribution. MatchingThe expense charge to operations for the Company’s matching contributions were $356$414 and $338$356 for the years ended December 31, 2020 and 2019, and 2018, respectively.
respectively.

F-25


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 11 — Income Taxes

The provision for income taxes included in the accompanying consolidated financial statements consists of the following components:

   Years ended December 31, 
       2020           2019     

Current tax expense (benefit):

    

Federal

  $86   $(26

State

   —      (3
  

 

 

   

 

 

 

Total current tax expense (benefit)

   86    (29
  

 

 

   

 

 

 

Deferred tax expense:

    

Federal

   589    19 

State

   127    1 

Valuation allowance

   934   
  

 

 

   

 

 

 

Total deferred tax expense

   1,650    20 
  

 

 

   

 

 

 

Provision (credit) for income taxes

  $1,736   $(9
  

 

 

   

 

 

 

A summary of the sources of differences between income taxes at the federal statutory rate and the provision (credit) for income taxes follows:

   Years ended December 31, 
   2020  2019 
   Amount  % of Pretax
Income
  Amount  % of Pretax
Income
 

Reconciliation of statutory to effective rates:

     

Federal income taxes at statutory rate

  $641   21.00 $92   21.00

Adjustments for:

     

State income taxes, net of federal income tax benefit

   —     0.00  —     0.00

Increase in cash value of life insurance

   (84  -2.75  (117  -26.70

Change in valuation allowance

   934   30.60       0.00

Other, net

   245   8.03  16   3.65
  

 

 

  

 

 

  

 

 

  

 

 

 

Total income tax expense (benefit)

  $1,736   56.88 $(9  -2.05
  

 

 

  

 

 

  

 

 

  

 

 

 

 

Years ended December 31,

 

2019

 

2018

Current taxes:

 

 

 

Federal

$              (26)  

 

$            (397)  

State

                (3)  

 

                  -  

Total current taxes

               (29)  

 

             (397)  

 

 

 

 

Deferred taxes:

 

 

 

Federal

                19  

 

              263  

State

                  1  

 

               (43)  

Total deferred taxes

                20  

 

              220  

Credit for income taxes

$                (9)  

 

$            (177)  

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 11 — Income Taxes – (continued)

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The net deferred tax asset in the accompanying balance sheet includes the following amounts of deferred tax assets and liabilities:

 

As of December 31,

  As of December 31, 

2019

 

2018

  2020   2019 

Deferred tax assets:

 

 

 

    

Allowance for loan losses

$                542  

 

$                884  

  $735   $542 

Deferred compensation

                   692  

 

                   658  

   859    692 

Accrued employee benefits

                   136  

 

                   229  

   122    136 

Loss carryforwards

                4,743  

 

                4,080  

Unrealized (gain) loss on available for sale securities

                   (39)  

 

                   586  

Carryforwards

   3,492    4,743 

Premises and equipment

                     11  

 

                   262  

   6    11 

ESOP release of shares

   17    —   

Other

                     14  

 

                     91  

   57    14 
  

 

   

 

 

Total deferred tax assets

                6,099  

 

                6,790  

  $5,288   $6,138 

 

  

 

   

 

 

Deferred tax liabilities:

 

    

Loan fees

$                  82  

 

$                136  

  $48   $82 

Premises and equipment

                       -  

 

                       -  

Unrealized gain on available for sale securities

   420    39 

Mortgage servicing rights

                   589  

 

                   570  

   491    589 

FHLB stock dividends

                     28  

 

                     38  

   26    28 
  

 

   

 

 

Total deferred tax liabilities

                   699  

 

                   744  

  $985   $738 
  

 

   

 

 

Net deferred tax asset/liability

   4,303    5,400 

Valuation allowance

   (934   —   
  

 

   

 

 

Net deferred tax asset

                5,400  

 

                6,046  

  $3,369   $5,400 
  

 

   

 

 


F-26


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 11 — Income Taxes – (continued)

The Company has federal loss carryforwards of approximately $14,308 astax expense (benefit) was $1.7 million for the year ended December 31, 2020 and ($9) for the year ended December 31, 2019. Included in income tax expense for the year ended December 31, 2020 was a $934 increase in our deferred tax valuation allowance. As of December 31, 2019. These losses begin2020, the deferred tax asset valuation allowance was $934, reducing our net deferred tax assets to expire in 2029. Under the Tax Cuts and Jobs Act, for federal losses originating in$3.4 million at that date. We did not have a deferred tax years after January 1, 2018, the Company is allowed an indefinite carryforward period limited to 80% of each subsequent year’s net income. The Company has state net operating loss carryforwards totaling approximately $24,455 that may be applied against future state taxable income and begin to expire in 2024 as ofasset valuation allowance at December 31, 2019.

Deferred tax assets are deferred tax consequences attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available positive and negative evidence, it is more likely than not that some portion of the deferred asset will not be realized. As required by generally accepted accounting principles, available evidence is weighted heavily on cumulative losses, with less weight placed on future projected profitability. Realization of the deferred tax asset is dependent on whether there will be sufficient future taxable income, including available tax strategies of the appropriate character in the period during which deductible temporary differences reverse or within the carryforward periods available under tax law.

A summary

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 11 — Income Taxes – (continued)

The Company has federal loss carryforwards of approximately $9.9 million as of December 31, 2020. Of this amount, $1.8 million represents a tax loss carryforward from the sources2019 tax year has an indefinite carryforward period due to the Tax Cuts and Jobs Act of differences between2017. The remaining $8.1 million of losses begin to expire in 2029. The Company also has $0.4 million of charitable contribution carryforwards that may be applied against future taxable income taxes atand begin to expire in 2022.

Under the Tax Cuts and Jobs Act, for federal statutory ratelosses originating in tax years after January 1, 2018, the Company is allowed an indefinite carryforward period limited to 80% of each subsequent year’s net income. The CARES Act temporarily repealed this 80% limitation for the calendar year ended December 31, 2020.

The Company has state net operating loss carryforwards totaling approximately $20.2 million that may be applied against future state taxable income and the provision (credit) forbegin to expire in 2023 as of December 31, 2020. The Company also has $0.4 million of charitable contribution carryforwards that may be applied against future taxable income taxes follows:

 

Years ended December 31,

 

2019

 

2018

 

Amount

 

% of Pretax Income

 

Amount

 

% of Pretax Income

Reconciliation of statutory to effective rates:

 

Federal income taxes at statutory rate

$             92  

 

21.00%

 

$           (41)  

 

21.00%

Adjustments for:

 

 

 

 

 

 

 

State income taxes, net of federal income tax benefit

                  -  

 

0.00%

 

           (34)  

 

17.34%

Increase in cash value of life insurance

           (117)  

 

-26.70%

 

          (142)  

 

72.73%

Change in valuation allowance

                  -  

 

0.00%

 

                  -  

 

0.00%

Other

                16  

 

3.65%

 

                40  

 

-20.41%

Provision (credit) for income taxes

$            ( 9)  

 

-2.05%

 

$         (177)  

 

90.66%

and begin to expire in 2022.

With few exceptions, the Company is no longer subject to federal or state examinations by taxing authorities for years before 20162017 for Federal and 20152016 for State.


F-27


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 12 — Commitments and Contingencies

In the normal course of business, the Company may be involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s consolidated financial statements. No legal proceedings existed at December 31, 2019.2020.

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These instruments include commitments to extend credit and commitments to sell loans. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.

The Company’s exposure to credit loss is represented by the contractual, or notional, amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance- sheet instruments. Since some of the commitments are expected to expire without being drawn upon, and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements of the Company.

The contract amounts of credit-related financial instruments at December 31, 20192020 and 20182019 are summarized below:

 

December 31, 2020  Fixed Rate   Variable Rate   Total 

Commitments to extend credit

  $12,084   $41,778   $53,862 

Standby letters of credit, variable

   23    2,150    2,173 

Credit enhancement under the FHLB of Chicago

Mortgage Partnership Finance Program

   1,087        1,087 

Commitments to sell loans

   53,847        53,847 

Overdraft protection program commitments

   4,104        4,104 

December 31, 2019

Fixed Rate

 

Variable Rate

 

Total

Commitments to extend credit

$            21,745  

 

$            36,108  

 

$            57,853  

Standby letters of credit, variable

                       -  

 

                       -  

 

                       -  

Credit enhancement under the FHLB of Chicago
   Mortgage Partnership Finance Program

                   841  

 

                       -  

 

                   841  

Commitments to sell loans

               10,917  

 

                       -  

 

               10,917  

Overdraft protection program commitments

                4,129  

 

                       -  

 

                4,129  

 

 

 

 

 

 

December 31, 2018

Fixed Rate

 

Variable Rate

 

Total

Commitments to extend credit

$            19,255  

 

$            37,258  

 

$            56,513  

Standby letters of credit, variable

                       -  

 

                     33  

 

                     33  

Credit enhancement under the FHLB of Chicago
   Mortgage Partnership Finance Program

                   612  

 

                       -  

 

                   612  

Commitments to sell loans

                6,617  

 

                       -  

 

                6,617  

Overdraft protection program commitments

                3,894  

 

                       -  

 

                3,894

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

 

NOTE 12 — Commitments and Contingencies – (continued)

December 31, 2019  Fixed Rate   Variable Rate   Total 

Commitments to extend credit

  $21,745   $36,108   $57,853 

Standby letters of credit, variable

   —      —      —   

Credit enhancement under the FHLB of Chicago

Mortgage Partnership Finance Program

   841    —      841 

Commitments to sell loans

   10,917    —      10,917 

Overdraft protection program commitments

   4,129    —      4,129 

Commitments to extend credit are agreements to lend to a customer at fixed or variable rates, as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable; inventory; property, plant and equipment; real estate; and stocks and bonds. Commitments to sell loans represent commitments obtained by the Company from a secondary market agency to purchase mortgages from the Company at specified interest rates and within specified periods of time.

Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, all standby letters of credit issued have expiration dates within one year. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting these commitments. Standby letters of credit are not reflected in the consolidated financial statements, since recording the fair value of these guarantees would not have a significant impact on the consolidated financial statements.

The Company participates in the FHLB Mortgage Partnership Finance Program (the “Program”). In addition to entering into forward commitments to sell mortgage loans to a secondary market agency, the Company enters into firm commitments to deliver loans to the FHLB through the Program. Under the Program, loans are funded by the FHLB, and the Company receives an agency fee reported as a component of gain on sale of loans. The Company had $7,590$1.9 million of commitments to deliver loans through the Program as of December 31, 2019.2020. Once delivered to the Program, the Company provides a contractually agreed-upon credit enhancement and performs servicing of the loans. Under the credit enhancement, the Company is liable for losses on loans delivered to the Program after application of any mortgage insurance and a contractually agreed-upon credit enhancement provided by the Program subject to an agreed-upon maximum. The Company receives a fee for this credit enhancement. The Company records a liability for expected losses in excess of anticipated credit enhancement fees. As of December 31, 2019,2020, and 2018,2019, the Company had no liability outstanding.

Unfunded commitments under overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit may or may not require collateral and may or may not contain a specific maturity date.


F-28


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 13 — Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, investments, and loans. The Company’s cash and cash equivalents are held in demand accounts with various institutions. The Company’s investments are held in a variety of interest-bearing investments including obligations from the U.S. governmentstates and political subdivisions, government sponsored agencies and certificates of deposit. Such certificates of deposits are generally in excess of insured limits. The Company has not experienced any

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 13 — Concentration of Credit Risk – (continued)

historical losses on its depositsinvestments of cash and cash equivalents. Practically all of the Company’s loans and commitments have been granted to customers in the Company’s market area. Although the Company has a diversified loan portfolio, the ability of their debtors to honor their contracts is dependent on the economic conditions of the counties surrounding the Company. The concentration of credit by type of loan is set forth in Note 4.

NOTE 14 — Employee Stock Ownership Plan

The Company established a tax qualified Employee Stock Ownership Plan (“ESOP”) for the benefit of its employees in conjunction with the Reorganization, effective January 1, 2019. Eligible employees become 20% vested in their accounts after 1 year of service, 40% vested after 2 years of service, 60% vested after 3 years of service, 80% vested after 4 years of service, and 100% vested after 5 or more years of service, or earlier, upon death, disability or attainment of normal retirement age.

The ESOP purchased 175,528 shares of the Company’s common stock, which was funded by a loan from the Company. Unreleased ESOP shares collateralize the loan payable, and the cost of the shares is recorded as contra-equity account in the stockholders’ equity of the Company. Shares are to be released as debt payments are made by the ESOP to the loan. The ESOP’s sources of repayment of the loan can included dividends, if any, on the unallocated stock held by the ESOP, and discretionary contributions from the Company to the ESOP and earnings thereon.

Compensation expense for the ESOP is recorded at an amount equal to the shares allocated by the ESOP multiplied by the average fair market value of the shares during the period. The Company recognizes compensation expense ratably over the year based upon the Company’s estimate of the number of shares expected to be allocated by the ESOP. Unearned compensation applicable to the ESOP is reflected as a reduction of stockholders’ equity in the consolidated balance sheet. The difference between the average fair market value and the cost of the shares allocated by the ESOP is recorded as an adjustment to stockholders’ equity. The Company recognized $67 and $71 in compensation expense for the yearyears ended December 31, 2019.2020 and December 31, 2019, respectively.

The following table provides the allocated and unallocated shares of common stock associated with the ESOP.

Year ended December 31, 2019

(dollars in thousands)

Shares committed to be released

$                            7,021  

Total unallocated shares

                 168,507  

Total ESOP shares

                   175,528  

Fair value of unallocated shares (based on $10.78 share price as of December 31, 2019)

$                            1,817  

The fair value of the unallocated shares is based on a per share price of $10.78 on December 31, 2020 and 2019.

 


   2020   2019 

Beginning ESOP shares

   168,507    175,528 

Shares committed to be released

   (7,021   (7,021
  

 

 

   

 

 

 

Total unallocated shares

   161,486    168,507 
  

 

 

   

 

 

 

Fair value of unallocated shares
(based on $9.96 and $10.78 share price as of December 31, 2020 and 2019, respectively)

  $1,608   $1,817 
  

 

 

   

 

 

 

F-29

1895 BANCORP OF WISCONSIN, INC.


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 15 — Related-Party Transactions

A summary of loans to directors, executive officers, and their affiliates follows:

 

Years ended December 31,

 

2019

 

2018

Beginning balance

$               1,289  

 

$               1,477  

New loans

                    378  

 

                      62  

Repayments

                (495)  

 

                 (250)  

Ending balance

$               1,172  

 

$               1,289  

 

   Years ended
December 31,
 
   2020   2019 

Beginning balance

  $1,172   $1,289 

New loans

   512    378 

Repayments

   (650   (495
  

 

 

   

 

 

 

Ending balance

  $1,034   $1,172 
  

 

 

   

 

 

 

Deposits from directors, executive officers, and their affiliates totaled $1,686$940 and $938$1.7 million at December 31, 20192020 and 2018,2019, respectively.

The Company utilizes the services of law firms in which certain of the Company’s directors are partners. Fees paid to the firms were $43$30 and $47$43 during the years ended December 31, 20192020 and 2018,2019, respectively.

NOTE 16—16 — Fair Value

Accounting standards describe three levelsASC Topic 820, Fair Value Measurements and Disclosures defines fair values, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This accounting standard applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. The standard also emphasizes that fair value (i.e., the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date), among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. When considering the assumptions that market participants would use in pricing an asset or liability, this accounting standard establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that may beare classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The fair value hierarchy prioritizes inputs used to measure fair value (the fair value hierarchy). The level of an asset or liability within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement of that asset or liability.

Following is a brief description of each level of the fair value hierarchy:into three broad levels.

Level 1 — Fair value measurement is based oninputs – In general, fair values determined by Level 1 inputs use quoted market prices in active markets for identical assets or liabilities in active markets.that we have the ability to access.

Level 2 inputs – Fair value measurement is based on: (1)values determined by Level 2 inputs use inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets orand liabilities in active markets; (2)markets, quoted prices for identical or similar assets or liabilities in markets where there are few transactions and inputs other than quoted prices that are not active;observable for the asset or (3) valuation modelsliability, such as interest rates and methodologies for which all significant assumptionsyield curves that are or can be corroborated by observable market data.at commonly quoted intervals.

Level 3 — Fairinputs – Level 3 inputs are unobservable inputs for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

In instances where the determination of the fair value measurement is based on valuation models and methodologies that incorporate at least one significant assumption that cannot be corroborated by observable market data. Level 3 measurements reflectinputs from different levels of the Company’s estimates about assumptions market participants would use in measuring fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 16 — Fair Value – (continued)

falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Some assets and liabilities, such as securities available for sale, are measured at fair value on a recurring basis under accounting principles generally accepted in the United States. Other assets and liabilities, such as impaired loans, may be measured at fair value on a nonrecurring basis.

Following is a description of the Company’s valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis, as well as the classification of the asset or liability within the fair value hierarchy.

Securities Marketable equity securities and available for sale securitiesavailable-for-sale may be classified as Level 1 or Level 2 measurements within the fair value hierarchy. Level 1 securities include equity securities traded on a national exchange. The fair value measurementmeasurements of a Level 1 security issecurities are based on the quoted market price of the security.those securities. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, corporate debt securities and mortgage relatedmortgage-related securities. The fair value measurementmeasurements of a Level 2 security issecurities are obtained from an independent pricing serviceservices and isare based on recent sales of similar securities and other observable market data.

Loans —Impaired loans Loans are not measured at fair value on a recurring basis. However, loans considereddetermined to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurementmeasurements of ancollateral-dependent impaired loan that is collateral dependent isloans are based on the fair valuevalues of the underlying collateral. Independent appraisals are obtained thatto determine the fair values of underlying collateral, and generally utilize one or more valuation methodologies-typically they will incorporate amethodologies, typically includes comparable sales approach and an income approach.approaches. Management routinely evaluates the fair value measurements of independent appraisers and adjusts those valuations based on differences noted between actual selling prices of collateral and the most recentrecently appraised value. Such adjustments are usually significant, which results in a Level 3 classification. All other impaired loan measurements are based on the present value of expected future cash flows discounted at the applicable effective interest rate and thus, are not considered fair value measurements.

F-30Rate lock commitments—Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates. While there are Level 2 and 3 inputs used in the valuation models, the Company has determined that one or more of the inputs significant in the valuation of both of the mortgage banking derivatives fall within Level 3 of the fair value hierarchy. The change in fair value is recorded through an adjustment to the statement of operations, within mortgage banking income.


Mortgage servicing rights – The Company utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of mortgage servicing rights. The model utilizes prepayment assumptions to project cash flows related to the mortgage servicing rights based upon the current interest rate environment, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The model considers characteristics specific to the underlying mortgage portfolio, such as: contractually

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 16 — Fair Value – (continued)

specified servicing fees, prepayment assumptions, delinquency rates, late charges and costs to service. Given the significance of the unobservable inputs utilized in the estimation process, mortgage servicing rights are classified as Level 3 within the fair value hierarchy. The Company records the mortgage servicing rights at the lower of amortized cost or fair value.

Assets measured at fair value on a recurring basis are summarized below:

 

Recurring Fair Value Measurements Using

 

 

December 31, 2019

Level 1

 

Level 2

 

Level 3

 

Total

Marketable equity securities

$           2,553  

 

$                    -  

 

$                   -  

 

$            2,553  

Available for sale securities:

 

 

 

Obligations of states and political subdivisions

$                   -  

 

$            9,826  

 

$                   -  

 

$            9,826  

Government-sponsored mortgage-backed securities

                     -  

 

             57,034  

 

                      -  

 

             57,034  

Corporate collateralized  mortgage obligations

                      -  

 

                  289  

 

                      -  

 

                 289  

Asset-backed securities

                      -  

 

               2,465  

 

                      -  

 

               2,465  

Certificates of deposit

                      -  

 

               1,761  

 

                      -  

 

               1,761  

Total

$           2,553  

 

$          71,375  

 

$                   -  

 

$          73,928  

 

 

 

 

 

 

 

 

 

Recurring Fair Value Measurements Using

 

 

December 31, 2018

Level 1

 

Level 2

 

Level 3

 

Total

Trading securities

$           2,429  

 

$                    -  

 

$                   -  

 

$            2,429  

Available for sale securities:

 

 

 

Obligations of states and political subdivisions

$                   -  

 

$          11,169  

 

$                   -  

 

$          11,169  

Government-sponsored mortgage-backed securities

                      -  

 

             50,375  

 

                      -  

 

             50,375  

Corporate collateralized mortgage obligations

                      -  

 

                  410  

 

                      -  

 

                  410  

Asset-backed securities

                      -  

 

               3,531  

 

                      -  

 

               3,531  

Certificates of deposit

                      -  

 

                  246  

 

                      -  

 

                  246  

Total

$           2,429  

 

$          65,731  

 

$                   -  

 

$          68,160  

Information regardingbelow, along with the level of the fair value hierarchy of assetsthe inputs utilized to determine such fair value:

   Recurring Fair Value
Measurements Using
     
December 31, 2020  Level 1   Level 2   Level 3   Total 

Marketable equity securities

  $2,992   $—     $—     $2,992 

Available for sale securities:

        

Obligations of states and political subdivisions

   —      11,803    —      11,803 

Government-sponsored mortgage-backed securities

   —      38,039    —      38,039 

Asset-backed securities

   —      7,281    —      7,281 

Certificates of deposit

     1,580    —      1,580 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,992   $58,703   $—     $61,695 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Recurring Fair Value
Measurements Using
     
December 31, 2019  Level 1   Level 2   Level 3   Total 

Marketable equity securities

  $2,553   $—     $—     $2,553 

Available for sale securities:

        

Obligations of states and political subdivisions

   —      9,826    —      9,826 

Government-sponsored mortgage-backed securities

   —      57,034    —      57,034 

Corporate collateralized mortgage obligations

   —      289    —      289 

Asset-backed securities

   —      2,465    —      2,465 

Certificates of deposit

   —      1,761    —      1,761 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,553   $71,375   $—     $73,928 
  

 

 

   

 

 

   

 

 

   

 

 

 

Impaired loans are measured at fair value on a nonrecurring basis follows:

 

Recurring Fair Value Measurements Using

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

December 31, 2019

 

 

 

 

 

 

 

Loans

$                   -  

 

$                   -  

 

$                   -  

 

$                   -  

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Loans

$                   -  

 

$                   -  

 

$                 85  

 

$                85  

non-recurring basis. There were no loans that were considered impaired with a specific valuation allowance as of December 31, 2020. Loans with a carrying amount of $67 were considered impaired and were written down to their estimated fair value of $0 as of December 31, 2019. As a result, the Company recognized a specific valuation allowance against these impaired loans totaling $67 as of December 31, 2019. Loans

Mortgage servicing rights are measured at fair value on a non-recurring basis. At December 31, 2020, mortgage servicing rights with a carrying amountvalue of $97$2.2 million were considered impaired and were written down to their estimated fair value of $85 as of December 31, 2018.$1.8 million. As a result, the Company recognized a specific valuation allowance against these impaired loans totaling $12.mortgage servicing rights of $369. There was no impairment on mortgage servicing rights as of December 31, 2019.

Quantitative information about nonrecurring Level 3 fair value measurements follows:

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

Fair Value

Valuation Technique

Significant Unobservable Input(s)

Range/Weighted Average

December 31, 2019

Impaired loans

$                -  

Market and/or income approach

Management discount to appraised values

10-20%

December 31, 2018

Impaired loans

$             85  

Market and/or income approach

Management discount to appraised values

10-20%

 

F-31


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 16 — Fair Value – (continued)

For Level 3 assets measured at fair value on a nonrecurring basis, the significant unobservable inputs used in the fair value measurements were as follows:

   Fair Value at
December 31,
2020
         Significant Unobservable
Input Value
 
   Valuation Technique  Significant Unobservable
Input(s)
  Minimum
Value
  Maximum
Value
 

Impaired loans

  $—     Market and/or income
approach
  Management discount to
appraised values
   10.0  20.0

Rate lock commitments

   354   Pricing model  Pull through rate   75.0  100.0

Mortgage servicing rights

   1,806   Pricing models  Prepayment rate   18.0  46.2
      Discount rate   10.0  13.5
      Cost to service  $84.00  $85.00 

The Company estimates fair value of all financial instruments regardless of whether such instruments are measured at fair value. The following methods and assumptions were used by the Company to estimate fair value of financial instruments not previously discussed.

Cash and cash equivalentsFair value approximates the carrying value.

Loans held for saleFair value is based on commitments on hand from investors or prevailing market prices.

LoansFair value of variable rate loans that reprice frequently is based on carrying values. Fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings. Fair value of impaired and other non-performing loans is estimated using discounted expected future cash flows or the fair value of the underlying collateral, if applicable.

FHLB stock — Fair value is the redeemable (carrying) value based on the redemption provisions of the Federal Home Loan Bank.

Accrued interest receivable and payable — Fair value approximates the carrying value.

Cash value of life insurance — Fair value is based on reported values of the assets.

Deposits and advance payments by borrowers for taxes and insurance — Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, including advance payments by borrowers for taxes and insurance, by definition, is the amount payable on demand on the reporting date. Fair value of fixed rate time deposits is estimated using discounted cash flows applying interest rates currently being offered on similar time deposits.

FHLB Advances — Fair value of fixed rate, fixed term borrowings is estimated by discounting future cash flows using the current rates at which similar borrowings would be made. Fair value of borrowings with variable rates or maturing within 90 days approximates the carrying value of those borrowings.

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 16 — Fair Value – (continued)

The carrying value and estimated fair value of financial instruments follow:

 

  December 31, 2020 
  Carrying Value   Level 1   Level 2   Level 3 

Financial assets:

        

Cash and cash equivalents

  $92,526   $92,526   $—     $—   

Available for sale securities

   58,703    —      58,703    —   

Loans held for sale

   2,484    —      2,484    —   

Loans

   329,073    —      —      332,882 

Rate lock commitments

   354    —      —      354 

Accrued interest receivable

   912    912    —      —   

Cash value of life insurance

   13,485    —      —      13,485 

FHLB stock

   3,032    —      —      3,032 

Marketable securities

   2,992    2,992    —      —   

Financial liabilities:

        

Deposits

   379,848    292,219    —      87,884 

Advance payments by borrowers for taxes and insurance

   2,737    2,737    —      —   

FHLB advances

   63,398    —      —      70,561 

Accrued interest payable

   183    183    —      —   

December 31, 2019

  December 31, 2019 

Carrying Value

 

Level 1

 

Level 2

 

Level 3

  Carrying Value   Level 1   Level 2   Level 3 

Financial assets:

Financial assets:

 

        

Cash and cash equivalents

Cash and cash equivalents

$         11,707  

 

$         11,707  

 

$                  -  

 

$                   -  

  $11,707   $11,707   $—     $—   

Available for sale securities

Available for sale securities

71,375  

 

                  -  

 

          71,375  

 

                  -  

   71,375    —      71,375    —   

Loans held for sale

Loans held for sale

685  

 

                  -  

 

              685  

 

                  -  

   685    —      685    —   

Loans

Loans

310,674  

 

                  -  

 

                  -  

 

        310,993  

   310,674    —      —      310,993 

Accrued interest receivable

Accrued interest receivable

963  

 

              963  

 

                  -  

 

                  -  

   963    963    —      —   

Cash value of life insurance

Cash value of life insurance

13,085  

 

                  -  

 

                  -  

 

          13,085  

   13,085    —      —      13,085 

FHLB stock

FHLB stock

913  

 

                  -  

 

                  -  

 

              913  

   913    —      —      913 

Marketable securities

Marketable securities

2,553  

 

2,553  

 

                  -  

 

                  -  

   2,553    2,553    —      —   

Financial liabilities:

Financial liabilities:

 

 

 

 

 

 

 

        

Deposits

Deposits

344,596  

 

        202,180  

 

                  -  

 

        142,708  

   344,596    202,180    —      142,708 

Advance payments by borrowers for taxes and insurance

Advance payments by borrowers for taxes and insurance

1,681  

 

            1,681  

 

                  -  

 

   ��              -  

   1,681    1,681    —      —   

FHLB advances

FHLB advances

17,623  

 

                  -  

 

                  -  

 

          17,976  

   17,623    —      —      17,976 

Accrued interest payable

Accrued interest payable

385  

 

              385  

 

                  -  

 

                  -  

   385    385    —      —   

 

 

F-32


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 16 Limitations Fair Value – (continued)

 

December 31, 2018

 

Carrying Value

 

Level 1

 

Level 2

 

Level 3

Financial assets:

(in thousands)

Cash and cash equivalents

$           7,923  

 

$           7,923  

 

$                  -  

 

$                   -  

Available for sale securities

          65,731  

 

                  -  

 

          65,731  

 

                  -  

Loans held for sale

              771  

 

                  -  

 

              771  

 

                  -  

Loans

        369,830  

 

                  -  

 

                  -  

 

        362,233  

Accrued interest receivable

            1,106  

 

            1,106  

 

                  -  

 

                  -  

Cash value of life insurance

          13,400  

 

                  -  

 

                  -  

 

          13,400  

FHLB stock

            1,261  

 

                  -  

 

                  -  

 

            1,261  

Trading securities

            2,429  

 

            2,429    

 

                  -  

 

                  -  

Financial liabilities:

 

 

 

 

 

 

 

Deposits

        406,137  

 

        223,860  

 

                  -  

 

        180,703  

Advance payments by borrowers for taxes and insurance

            1,240  

 

            1,240  

 

                  -  

 

                  -  

FHLB advances

          30,010  

 

                  -  

 

                  -  

 

          29,499  

Accrued interest payable

              372  

 

              372  

 

                  -  

 

                  -  

Limitations — The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based on quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 16 — Fair Value – (continued)

not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business. Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts, nor is it recorded as an intangible asset on the balance sheets. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

NOTE 17 — Equity and Regulatory Matters

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

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1, and Total capital to risk-weighted assets and of Tier 1 capital to average assets. It is management’s opinion, as of December 31, 2019,2020, that the Bank met all applicable capital adequacy requirements.

As of December 31, 2019,2020, the Bank is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum regulatory capital ratios as set forth in the table. There are no conditions or events since December 31, 20192020 that management believes have changed the category.

F-33

1895 BANCORP OF WISCONSIN, INC.


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

 

NOTE 17 — Equity and Regulatory Matters – (continued)

The Bank’s actual capital amounts and ratios are presented in the following tables:

 

 

 

Actual

 

For Capital Adequacy Purposes

 

To Be Well Capitalized Under Prompt Corrective Action Provisions

(Dollars in thousands)

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

PyraMax Bank

 

 

 

 

 

 

 

 

 

 

 

 

Leverage (Tier 1)

 

$       46,316  

 

10.7%

 

$       17,392  

 

4.0%

 

$       21,740  

 

5.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk-based:

 

 

 

 

 

 

 

 

 

 

 

 

Common Tier 1

 

          46,316  

 

13.5%

 

          15,391  

 

4.5%

 

          22,232  

 

6.5%

Tier 1

 

          46,316  

 

13.5%

 

          20,522  

 

6.0%

 

          27,362  

 

8.0%

Total

 

          48,316  

 

14.1%

 

          27,362  

 

8.0%

 

          34,203  

 

10.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

PyraMax Bank

 

 

 

 

 

 

 

 

 

 

 

 

Leverage (Tier 1)

 

$       35,955  

 

7.5%

 

$       19,110  

 

4.0%

 

$       23,887  

 

5.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk-based:

 

 

 

 

 

 

 

 

 

 

 

 

Common Tier 1

 

          35,955  

 

10.0%

 

          16,153  

 

4.5%

 

          23,333  

 

6.5%

Tier 1

 

          35,955  

 

10.0%

 

          21,538  

 

6.0%

 

          28,717  

 

8.0%

Total

 

          39,217  

 

10.9%

 

          28,717  

 

8.0%

 

          35,897  

 

10.0%

   Actual  For Capital Adequacy
Purposes
  To Be Well Capitalized
Under Prompt
Corrective Action
Provisions
 
   Amount   Ratio  Amount   Ratio  Amount   Ratio 

December 31, 2020

          

PyraMax Bank

          

Leverage (Tier 1)

  $49,534    9.8 $20,195    4.0 $25,243    5.0

Risk-based:

          

Common Tier 1

   49,534    15.1  14,725    4.5  21,269    6.5

Tier 1

   49,534    15.1  19,633    6.0  26,177    8.0

Total

   52,237    16.0  26,177    8.0  32,722    10.0

December 31, 2019

          

PyraMax Bank

          

Leverage (Tier 1)

  $46,316    10.7 $17,392    4.0 $21,740    5.0

Risk-based:

          

Common Tier 1

   46,316    13.5  15,391    4.5  22,232    6.5

Tier 1

   46,316    13.5  20,522    6.0  27,362    8.0

Total

   48,316    14.1  27,362    8.0  34,203    10.0

NOTE 18 — Deferred Compensation

The Company has obligations to certain retired and active employees and directors under deferred compensation plans. A liability is recorded for the value of the deferred compensation obligations amounting to $2,553$3.2 million and $2,429$2.6 million at December 31, 20192020 and 2018,2019, respectively. The Company holds marketable equity securities (trading securities as of December 31, 2018) consisting of mutual fund investments and common stock deferred under the plans, which are held in a Rabbi Trust. The Company may sell these securities on a periodic basis in order to pay retirement benefits to plan retires.retirees. There are no gain or losses recognizedrealized from the sales of marketable equity securities. Benefits paid total $111$56 and $92$111 for the years ended December 31, 20192020 and 2018,2019, respectively.

The Company has entered into various salary continuation agreements with key officers. The agreements provide for the payment of specified amounts upon each employee’s retirement or death. The liability outstanding under the agreements was $362$299 and $438$362 at December 31, 20192020 and 2018,2019, respectively. The amount charged to operations was $37$31 and $48$37 for the years ended December 31, 20192020 and 2018,2019, respectively.

The Company is the beneficiary of insurance policies on the lives of certain key employees. These policies had a cash value of $13,085 at$13.5 million and $13,400$13.1 at December 31, 2020 and 2019, respectively, an increase in value of $400. During the year ended December 31, 2020, the Company received no proceeds from life insurance, and 2018, respectively.recorded no gain on life insurance benefit received. During the year ended December 31, 2019, the Company received proceeds from life insurance of $872, and recorded a gain on life insurance benefit received in the amount of $158. During the year ended

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2018, the Company received proceeds from life insurance of $856,2020 and recorded a gain on life insurance benefit received in the amount of $120.2019

(In thousands)

 

F-34


1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

(In thousands)

NOTE 19 — Earnings Per Share (EPS)

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding, adjusted for weighted average unallocated ESOP shares, during the applicable period. Diluted earnings per share is computed using the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. Antidilutive options are disregarded in earnings per share calculations.

Earnings per common share for the year ended December 31 2019 is presented in the following table. Earnings per common share for the year ended December 31, 2018 is not presented as the Company’s initial stock offering was completed on January 8, 2019.

Year ended December 31, 2019

(dollars in thousands)

Net income

$                ��                    449  

Weighted average shares outstanding for basic EPS

Weighted average shares outstanding

                                 4,876,677  

Less: Weighted average unallocated ESOP shares

                                    172,895  

Subtotal

                                 4,703,782  

Additional dilutive shares

                                               -  

Weighted average shares outstanding for basic and dilutive EPS

                                 4,703,782  

Basic and diluted income (loss) per share

$                                    0.10  

 

   Years ended December 31, 
   2020   2019 
   (dollars in thousands, except per
share amounts)
 

Net income

  $1,317   $449 
  

 

 

   

 

 

 

Weighted average shares outstanding for basic EPS

    

Weighted average shares outstanding

   4,807,158    4,876,677 

Less: Weighted average unallocated ESOP shares

   164,987    172,895 
  

 

 

   

 

 

 

Weighted average shares outstanding for basic EPS

   4,642,171    4,703,782 

Additional dilutive shares

   43,037    —   
  

 

 

   

 

 

 

Weighted average shares outstanding for dilutive EPS

   4,685,208    4,703,782 
  

 

 

   

 

 

 

Basic income per share

  $0.28   $0.10 
  

 

 

   

 

 

 

Diluted income per share

  $0.28   $0.10 
  

 

 

   

 

 

 

NOTE 20 — Subsequent EventStock Based Compensation

On January 31, 2020, the Board of Directors of the Company adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 109,725 shares of its common stock, or approximately 5% of the current outstanding shares (excluding shares held by 1895 Bancorp of Wisconsin, MHC).  Repurchases will be made no sooner than the termination of the Company’s regular quarterly trading blackout after the Company publicly releases its results of operations for the period ended December 31, 2019, and consistent with the Company’s trading policies. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period. Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program has no expiration date.Stock-Based Compensation Plan

On March 27, 2020, shareholders voted to approve and the Board of Directors has adopted,Company’s stockholders approved the 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). A total of 238,467 stock options and 95,387 restricted shares were approved for award. The stock options granted to provide officers, employees and non-employeedirectors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant. The exercise price for all stock options granted is equal to the quoted NASDAQ market close price on the date that the awards were granted and expire ten years after the grant date, if not exercised. The restricted stock awards granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant.

Accounting for Stock-Based Compensation Plan

The fair value of stock options granted is estimated on the grant date using a Black-Scholes pricing model. The fair value of restricted shares is equal to the quoted NASDAQ market closing price on the date of grant. The fair value of stock grants is recognized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense is included in salaries and employee benefits in the consolidated statements of income.

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 20 — Stock Based Compensation – (continued)

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock options represent the period of time that the options are expected to be outstanding and is based on the historical results from the previous awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the actual volatility of 1895 Bancorp of Wisconsin, Inc. stock for the weighted average life time period prior to issuance date. The following assumptions were used in estimating the fair value of options granted in the year ended December 31, 2020:

   2020 

Dividend yield

   0.00

Risk-free interest rate

   0.45

Expected volatility

   24.00

Weighted average expected life

   6.5 

Weighted average per share value of options

  $1.98 

Based on the assumptions above, the estimated weighted average grant-date fair value of options granted was $431 during the year ended December 31, 2020.

A summary of the Company’s stock option activity for the period ended December 31, 2020 is presented below.

Stock Options  Shares   Weighted
Average
Exercise Price
   Weighted
Average
Remaining in
Contractual
Term (Years)
   Aggregate
Intrinsic
Value
 

Outstanding December 31, 2019

   —     $—      —      —   

Granted

   218,115    7.89    9.30    451,154 

Exercised

   —      —      —      —   

Forfeited

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding December 31, 2020

   218,115    7.89    9.30    451,154 
  

 

 

   

 

 

   

 

 

   

 

 

 

Options exercisable at December 31, 2020

   —     $—      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company amortizes the expense related to stock options as compensation expense over the vesting period. The Company recognized $61 in stock option expense during the twelve month period ended December 31, 2020.

At December 31, 2020, the Company had $370 in estimated unrecognized compensation costs related to outstanding stock options that is expected to be recognized over a weighted average period of 4.3 years.

Restricted Stock  Shares   Weighted Average Grant
Date Fair Value
 

Nonvested at December 31, 2019

   —     $—   

Granted

   84,949    7.87 

Vested

   —      —   

Forfeited

   —      —   
  

 

 

   

 

 

 

Nonvested at December 31, 2020

   84,949   $7.87 
  

 

 

   

 

 

 

1895 BANCORP OF WISCONSIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2020 and 2019

(In thousands)

NOTE 20 — Stock Based Compensation – (continued)

The Company amortizes the expense related to restricted stock awards as compensation expense over the vesting period. The Company recognized $95 in restricted stock expense during the twelve month period ended December 31, 2020. At December 31, 2020, the Company had $574 of unrecognized compensation expense related to restricted stock shares that is expected to be recognized over a weighted average period of 4.3 years.

NOTE 21 — Subsequent Event

On March 2, 2021, the Boards of Directors of 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. and the PyraMax Bank, FSB with additional incentivesadopted a Plan of Conversion and Reorganization (the “Plan”). Pursuant to promote the growthPlan, 1895 Bancorp of Wisconsin, MHC will convert from the mutual holding company form of organization to the fully public form. 1895 Bancorp of Wisconsin, MHC will be merged into 1895 Bancorp of Wisconsin, Inc., and performance1895 Bancorp of Wisconsin, MHC will no longer exist. 1895 Bancorp of Wisconsin, Inc. will then merge into a new Maryland corporation, also named 1895 Bancorp of Wisconsin, Inc. As part of the conversion, 1895 Bancorp of Wisconsin, MHC’s ownership interest in 1895 Bancorp of Wisconsin, Inc. will be offered for sale in a public offering. The existing publicly held shares of 1895 Bancorp of Wisconsin, Inc., which represent the remaining ownership interest in 1895 Bancorp of Wisconsin, Inc., will be exchanged for new shares of common stock of the new Maryland corporation.

The Plan provides for the establishment, upon the completion of the conversion, of special “liquidation accounts” for the benefit of certain depositors of the Bank in an amount equal to 1895 Bancorp of Wisconsin, MHC’s ownership interest in the equity of 1895 Bancorp of Wisconsin, Inc. as of the date of the latest balance sheet contained in the prospectus plus the value of the net assets of 1895 Bancorp of Wisconsin, MHC as of the date of the latest statement of financial condition of 1895 Bancorp of Wisconsin, MHC prior to the consummation of the conversion (excluding its ownership of 1895 Bancorp of Wisconsin, Inc.). The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Direct costs of the conversion and PyraMax Bank, FSB.public offering will be deferred and reduce the proceeds from the shares sold in the public offering.

The current Coronavirus pandemic has hadcontinued to have an economic impact on the United States and the international community. While the Company has not experienced a material adverse impact as of the date of these financial statements, the future impact, if any, cannot be determined.

Management has reviewed the Company’s operations for potential disclosure or financial statement impacts related to events occurring after December 31, 2019,2020, but prior to the release of these consolidated financial statements. Based on the results of this review, no other subsequent event disclosures or financial statement impacts to these consolidated financial statements are required.

 

F-35F-44