SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 20192020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission FileNo. 001-38778
1895 Bancorp of Wisconsin, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Federal | ||
(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) |
(414)421-8200
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | BCOW | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.
YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) 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, anon-accelerated filer, a 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 Rule12b-2 of the Exchange Act. (Check one)
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
YES ☐ NO ☒
4,876,6774,769,952 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of September 30, 2019.November 12, 2020.
1895 Bancorp of Wisconsin, Inc.
Form10-Q
Page | ||||||
PART I. FINANCIAL INFORMATION |
| |||||
Item 1. | ||||||
Consolidated Balance Sheets at September 30, | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
Item 3. | ||||||
Item 4. | ||||||
PART II. OTHER INFORMATION |
| |||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 5. | ||||||
Item 6. | ||||||
EXPLANATORY NOTE
1895 Bancorp of Wisconsin, Inc. (the “Company,” “we” or “our”) was formed in January 2019 to serve as themid-tier stock holding company for PyraMax Bank, FSB (“PyraMax Bank”) upon the reorganization of PyraMax Bank into thetwo-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, financial information contained in this Quarterly Report on Form10-Q relates solely to PyraMax Bank for any period prior to January 8, 2019.
The financial information contained in this Quarterly Report on Form10-Q should be read in conjunction with the audited financial statements, and related notes, of the Company at and for the year ended December 31, 2018 contained in the Company’s Annual Report Form10-K, as filed with the Securities and Exchange Commission on April 1, 2019.
PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements |
1895 BANCORP OF WISCONSIN, INC.
(In thousands)thousands, except share and per share data)
September 30, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Cash and due from banks | $ | 10,279 | $ | 7,782 | ||||
Fed funds sold | 77 | 141 | ||||||
|
|
|
| |||||
Cash and cash equivalents | 10,356 | 7,923 | ||||||
Available for sale securities, stated at fair value | 68,135 | 65,731 | ||||||
Loans held for sale | 3,995 | 771 | ||||||
Loans, net of allowance for loan losses of $3,018 and $3,262 respectively | 324,812 | 369,830 | ||||||
Premises and equipment, net | 7,528 | 8,163 | ||||||
Mortgage servicing rights, net | 2,201 | 2,103 | ||||||
Federal Home Loan Bank stock, at cost | 913 | 1,261 | ||||||
Accrued interest receivable | 1,034 | 1,106 | ||||||
Cash value of life insurance | 12,985 | 13,400 | ||||||
Other assets | 9,228 | 10,811 | ||||||
|
|
|
| |||||
TOTAL ASSETS | $ | 441,187 | $ | 481,099 | ||||
|
|
|
| |||||
Liabilities and Stockholders’ Equity | ||||||||
Deposits | 357,975 | 406,137 | ||||||
Advance payments by borrowers for taxes and insurance | 12,070 | 1,240 | ||||||
Federal Home Loan Bank advances | 7,633 | 30,010 | ||||||
Accrued interest payable | 419 | 372 | ||||||
Other liabilities | 4,625 | 5,159 | ||||||
|
|
|
| |||||
Total liabilities | 382,722 | 442,918 | ||||||
|
|
|
| |||||
Common stock, $0.01 par value, 90,000,000 shares authorized, 4,876,677 shares issued as of September 30, 2019 | 49 | — | ||||||
Additionalpaid-in capital | 19,978 | — | ||||||
Unallocated common stock of Employee Stock Ownership Plan, 170,262 shares as of September 30, 2019 | (1,702 | ) | — | |||||
Retained earnings | 39,720 | 39,764 | ||||||
Accumulated other comprehensive gain (loss), net of income taxes | 420 | (1,583 | ) | |||||
|
|
|
| |||||
Total stockholders’ equity | 58,465 | 38,181 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 441,187 | $ | 481,099 | ||||
|
|
|
|
September 30, 2020 | December 31, 2019 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Cash and due from banks | $ | 78,042 | $ | 11,507 | ||||
Fed funds sold | 856 | 200 | ||||||
|
|
|
| |||||
Cash and cash equivalents | 78,898 | 11,707 | ||||||
Available for sale securities, stated at fair value | 58,428 | 71,375 | ||||||
Marketable equity securities, stated at fair value | 2,693 | 2,553 | ||||||
Loans held for sale | 5,062 | 685 | ||||||
Loans, net of allowance for loan losses of $2,650 and $2,000 respectively | 328,820 | 310,674 | ||||||
Premises and equipment, net | 6,380 | 6,681 | ||||||
Mortgage servicing rights, net | 1,615 | 2,172 | ||||||
Federal Home Loan Bank stock, at cost | 3,032 | 913 | ||||||
Accrued interest receivable | 997 | 963 | ||||||
Cash value of life insurance | 13,384 | 13,085 | ||||||
Other assets | 5,543 | 7,201 | ||||||
|
|
|
| |||||
TOTAL ASSETS | $ | 504,852 | $ | 428,009 | ||||
|
|
|
| |||||
Liabilities and Stockholders’ Equity | ||||||||
Deposits | 354,985 | 344,596 | ||||||
Advance payments by borrowers for taxes and insurance | 11,428 | 1,681 | ||||||
Federal Home Loan Bank advances | 68,884 | 17,623 | ||||||
Accrued interest payable | 208 | 385 | ||||||
Other liabilities | 9,707 | 5,059 | ||||||
|
|
|
| |||||
Total liabilities | 445,212 | 369,344 | ||||||
|
|
|
| |||||
Common stock (par value $0.01 per share) | 49 | 49 | ||||||
Additional paid-in capital | 20,076 | 19,981 | ||||||
Unallocated common stock of Employee Stock Ownership Plan, 163,242 and 168,507 shares at September 30, 2020 and December 31, 2019, respectively | (1,632 | ) | (1,685 | ) | ||||
Less treasury stock, 124,225 and 0 shares at cost, at September 30, 2020 and December 31, 2019, respectively | (1,199 | ) | — | |||||
Retained earnings | 41,106 | 40,213 | ||||||
Accumulated other comprehensive income, net of income taxes | 1,240 | 107 | ||||||
|
|
|
| |||||
Total stockholders’ equity | 59,640 | 58,665 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 504,852 | $ | 428,009 | ||||
|
|
|
|
See accompanying notes to the consolidated financial statements.
3
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) – Unaudited
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | Three months ended September 30 | Nine months ended September 30 | |||||||||||||||||||||||||||
(unaudited) | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||
Interest and dividend income: | ||||||||||||||||||||||||||||||||
Loans, including fees | $ | 3,840 | $ | 3,819 | $ | 11,699 | $ | 10,906 | $ | 3,617 | $ | 3,840 | $ | 10,228 | $ | 11,699 | ||||||||||||||||
Securities, taxable | 406 | 407 | 1,198 | 1,312 | 304 | 406 | 1,092 | 1,198 | ||||||||||||||||||||||||
Other | 133 | 10 | 289 | 31 | 17 | 133 | 65 | 289 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total interest and dividend income | 4,379 | 4,236 | 13,186 | 12,249 | 3,938 | 4,379 | 11,385 | 13,186 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Interest expense: | ||||||||||||||||||||||||||||||||
Interest-bearing deposits | 1,210 | 983 | 3,664 | 2,654 | 480 | 1,210 | 1,946 | 3,664 | ||||||||||||||||||||||||
Borrowed funds | 51 | 117 | 236 | 394 | 207 | 51 | 516 | 236 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total interest expense | 1,261 | 1,100 | 3,900 | 3,048 | 687 | 1,261 | 2,462 | 3,900 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net interest income | 3,118 | 3,136 | 9,286 | 9,201 | 3,251 | 3,118 | 8,923 | 9,286 | ||||||||||||||||||||||||
Provision for loan losses | — | — | — | — | 500 | — | 500 | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net interest income after provision for loan losses | 3,118 | 3,136 | 9,286 | 9,201 | 2,751 | 3,118 | 8,423 | 9,286 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Noninterest income: | ||||||||||||||||||||||||||||||||
Service charges and other fees | 223 | 217 | 632 | 632 | 215 | 223 | 578 | 632 | ||||||||||||||||||||||||
Loan servicing | 166 | 189 | 754 | 521 | ||||||||||||||||||||||||||||
Loan servicing, net | 252 | 166 | 112 | 754 | ||||||||||||||||||||||||||||
Net gain on sale of loans | 513 | 137 | 423 | 574 | 936 | 513 | 2,665 | 423 | ||||||||||||||||||||||||
Net gain on sale of securities | — | — | — | 67 | 1,014 | — | 1,022 | — | ||||||||||||||||||||||||
Increase in cash surrender value of insurance | 99 | 106 | 300 | 305 | 101 | 99 | 299 | 300 | ||||||||||||||||||||||||
Death benefit gain | — | 120 | 158 | 120 | ||||||||||||||||||||||||||||
Net gain on death benefit | — | — | — | 158 | ||||||||||||||||||||||||||||
Other | 10 | 25 | 146 | 58 | 241 | 10 | 312 | 146 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total noninterest income | 1,011 | 794 | 2,413 | 2,277 | 2,759 | 1,011 | 4,988 | 2,413 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Noninterest expense: | ||||||||||||||||||||||||||||||||
Salaries and employee benefits | 2,281 | 2,233 | 7,011 | 7,182 | 2,419 | 2,281 | 6,506 | 7,011 | ||||||||||||||||||||||||
Foreclosed assets, net | (101 | ) | 6 | (86 | ) | 7 | — | (101 | ) | (8 | ) | (86 | ) | |||||||||||||||||||
Advertising and promotions | 35 | 36 | 135 | 89 | 31 | 35 | 103 | 135 | ||||||||||||||||||||||||
Data processing | 171 | 187 | 574 | 546 | 206 | 171 | 573 | 574 | ||||||||||||||||||||||||
Occupancy and equipment | 392 | 420 | 1,269 | 1,243 | 319 | 392 | 1,016 | 1,269 | ||||||||||||||||||||||||
FDIC assessment | 31 | — | 81 | — | ||||||||||||||||||||||||||||
Other | 780 | 795 | 3,007 | 2,675 | 887 | 780 | 2,670 | 3,007 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total noninterest expense | 3,558 | 3,677 | 11,910 | 11,742 | 3,893 | 3,558 | 10,941 | 11,910 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Income (loss) before income taxes | 571 | 253 | (211 | ) | (264 | ) | 1,617 | 571 | 2,470 | (211 | ) | |||||||||||||||||||||
Income tax expense (benefit) | 135 | 8 | (167 | ) | (186 | ) | 1,205 | 135 | 1,577 | (167 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net income (loss) | $ | 436 | $ | 245 | $ | (44 | ) | $ | (78 | ) | $ | 412 | $ | 436 | $ | 893 | $ | (44 | ) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Earnings per common share: | ||||||||||||||||||||||||||||||||
Earnings (loss) per common share: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.09 | $ | N/A | $ | (0.01 | ) | $ | N/A | $ | 0.09 | $ | 0.09 | $ | 0.20 | $ | (0.01 | ) | ||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Diluted | $ | 0.09 | $ | N/A | $ | (0.01 | ) | $ | N/A | $ | 0.09 | $ | 0.09 | $ | 0.20 | $ | (0.01 | ) | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Average common shares outstanding: | ||||||||||||||||||||||||||||||||
Basic | 4,704,660 | N/A | 4,702,904 | N/A | 4,481,625 | 4,704,660 | 4,494,234 | 4,702,904 | ||||||||||||||||||||||||
Diluted | 4,704,660 | N/A | 4,702,904 | N/A | 4,519,626 | 4,704,660 | 4,529,967 | 4,702,904 |
See accompanying notes to the consolidated financial statements.
4
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands) - Unaudited
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | Three months ended September 30 | Nine months ended September 30 | |||||||||||||||||||||||||||
(unaudited) | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||
Net income (loss) | $ | 436 | $ | 245 | $ | (44 | ) | $ | (78 | ) | $ | 412 | $ | 436 | $ | 893 | $ | (44 | ) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||
Unrealized holding gains (losses) arising during the period | 679 | (258 | ) | 2,744 | (1,533 | ) | ||||||||||||||||||||||||||
Unrealized holding gains arising during the period | 233 | 679 | 2,574 | 2,744 | ||||||||||||||||||||||||||||
Reclassification adjustment for gains realized in net income | — | — | — | (67 | ) | (1,014 | ) | — | (1,022 | ) | — | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Other comprehensive income (loss) before tax effect | 679 | (258 | ) | 2,744 | (1,600 | ) | (781 | ) | 679 | 1,552 | 2,744 | |||||||||||||||||||||
Tax effect of other comprehensive income (loss) items | 183 | (70 | ) | 741 | (432 | ) | (211 | ) | 183 | 419 | 741 | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | 496 | (188 | ) | 2,003 | (1,168 | ) | (570 | ) | 496 | 1,133 | 2,003 | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Comprehensive income (loss) | $ | 932 | $ | 57 | $ | 1,959 | $ | (1,246 | ) | $ | (158 | ) | $ | 932 | $ | 2,026 | $ | 1,959 | ||||||||||||||
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
5
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands) – Unaudited
Common stock | Additional paid- in capital | Treasury Stock | Unallocated common stock of ESOP | Retained earnings | Accumulated other comprehensive income (loss) | Total | ||||||||||||||||||||||
Balance as of January 1, 2020 | $ | 49 | $ | 19,981 | $ | — | $ | (1,685 | ) | $ | 40,213 | $ | 107 | $ | 58,665 | |||||||||||||
Net income | — | — | — | — | 287 | — | 287 | |||||||||||||||||||||
1895 Bancorp of Wisconsin, Inc. common stock held by PyraMax Bank reclassified to treasury stock | — | — | (175 | ) | — | — | — | (175 | ) | |||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (124 | ) | (124 | ) | |||||||||||||||||||
ESOP shares committed to be released (1,755 shares) | — | 1 | — | 17 | — | — | 18 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as of March 31, 2020 | $ | 49 | $ | 19,982 | $ | (175 | ) | $ | (1,668 | ) | $ | 40,500 | $ | (17 | ) | $ | 58,671 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Net income | — | — | — | — | 194 | — | 194 | |||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | 1,827 | 1,827 | |||||||||||||||||||||
Repurchase of 1895 Bancorp of Wisconsin, Inc. common stock (25,476 shares repurchased) | — | — | (231 | ) | — | — | — | (231 | ) | |||||||||||||||||||
ESOP shares committed to be released (1,755 shares) | (4 | ) | 18 | 14 | ||||||||||||||||||||||||
Stock compensation expense | — | 44 | — | — | — | — | 44 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as of June 30, 2020 | $ | 49 | $ | 20,022 | $ | (406 | ) | $ | (1,650 | ) | $ | 40,694 | $ | 1,810 | $ | 60,519 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Net income | — | — | — | — | 412 | — | 412 | |||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (570 | ) | (570 | ) | |||||||||||||||||||
Repurchase of 1895 Bancorp of Wisconsin, Inc. common stock (81,249 shares repurchased) | — | — | (793 | ) | — | — | — | (793 | ) | |||||||||||||||||||
ESOP shares committed to be released (1,755 shares) | (1 | ) | 18 | 17 | ||||||||||||||||||||||||
Stock compensation expense | — | 55 | — | — | — | — | 55 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as of September 30, 2020 | $ | 49 | $ | 20,076 | $ | (1,199 | ) | $ | (1,632 | ) | $ | 41,106 | $ | 1,240 | $ | 59,640 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
6
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands) - Unaudited
Common stock | Additional paid-in capital | Unallocated common stock of ESOP | Retained earnings | Accumulated other comprehensive gain (loss) | Total | Common stock | Additional paid- in capital | Treasury Stock | Unallocated common stock of ESOP | Retained earnings | Accumulated other comprehensive income (loss) | Total | ||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019 | $ | — | $ | — | $ | — | $ | 39,764 | $ | (1,583 | ) | $ | 38,181 | $ | — | $ | — | $ | — | $ | — | $ | 39,764 | $ | (1,583 | ) | $ | 38,181 | ||||||||||||||||||||||||
Net loss | — | — | — | (44 | ) | — | (44 | ) | — | — | — | — | (471 | ) | — | (471 | ) | |||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | 2,003 | 2,003 | — | — | — | — | — | 707 | 707 | |||||||||||||||||||||||||||||||||||||||
Net proceeds from stock offering (4,876,677 shares issued) | 49 | 19,980 | — | — | — | 20,029 | 49 | 19,980 | — | — | — | — | 20,029 | |||||||||||||||||||||||||||||||||||||||
Purchase of ESOP shares (175,528 shares purchased) | — | — | (1,755 | ) | — | — | (1,755 | ) | ||||||||||||||||||||||||||||||||||||||||||||
ESOP shares committed to be released (5,266 shares) | — | (2 | ) | 53 | — | — | 51 | |||||||||||||||||||||||||||||||||||||||||||||
Purchase of ESOP (175,528 shares purchased) | — | — | — | (1,755 | ) | — | — | (1,755 | ) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2019 | $ | 49 | $ | 19,980 | $ | — | $ | (1,755 | ) | $ | 39,293 | $ | (876 | ) | $ | 56,691 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | (9 | ) | — | (9 | ) | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | 800 | 800 | |||||||||||||||||||||||||||||||||||||||||||||
ESOP shares committed to be released (3,511 shares) | — | (2 | ) | — | 35 | — | — | 33 | ||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2019 | $ | 49 | $ | 19,978 | $ | — | $ | (1,720 | ) | $ | 39,284 | $ | (76 | ) | $ | 57,515 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | 436 | — | 436 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | 496 | 496 | |||||||||||||||||||||||||||||||||||||||||||||
ESOP shares committed to be released (1,755 shares) | — | — | — | 18 | — | — | 18 | |||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2019 | $ | 49 | $ | 19,978 | $ | (1,702 | ) | $ | 39,720 | $ | 420 | $ | 58,465 | $ | 49 | $ | 19,978 | $ | — | $ | (1,702 | ) | $ | 39,720 | $ | 420 | $ | 58,465 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
7
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) - Unaudited
Nine months ended September 30, | Nine months ended September 30, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net loss | $ | (44 | ) | $ | (78 | ) | ||||||||||
Net income (loss) | $ | 893 | $ | (44 | ) | |||||||||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||||||||||
Net amortization of investment securities | 198 | 695 | 180 | 198 | ||||||||||||
Depreciation | 512 | 488 | 494 | 512 | ||||||||||||
Write-down of premises and equipment | — | 8 | ||||||||||||||
Gain on sale of premises and equipment | (96 | ) | — | |||||||||||||
Provision for loan losses | 500 | — | ||||||||||||||
Net loss (gain) on sale of premises and equipment | 33 | (96 | ) | |||||||||||||
Change in fair value of marketable equity securities | (315 | ) | — | |||||||||||||
Net gain on sale of available for sale securities | — | (67 | ) | (1,022 | ) | — | ||||||||||
Deferred income taxes | 216 | (517 | ) | |||||||||||||
Stock compensation expense | 99 | — | ||||||||||||||
Impairment of mortgage servicing rights | 575 | — | ||||||||||||||
Provision for deferred income tax | 1,814 | 216 | ||||||||||||||
Originations of mortgage loans held for sale | (65,629 | ) | (44,173 | ) | (158,442 | ) | (65,629 | ) | ||||||||
Proceeds from sales of mortgage loans held for sale | 62,828 | 44,074 | 156,730 | 62,828 | ||||||||||||
ESOP compensation | 51 | — | ||||||||||||||
Net gain on sale of mortgage loans held for sale | (423 | ) | (585 | ) | (2,665 | ) | (423 | ) | ||||||||
Gain on death benefit | (158 | ) | — | — | (158 | ) | ||||||||||
ESOP compensation | 49 | 51 | ||||||||||||||
Net change in cash value of life insurance | (199 | ) | 430 | (299 | ) | (199 | ) | |||||||||
Net gain on sale of foreclosed assets | (103 | ) | — | — | (103 | ) | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Mortgage servicing rights | (98 | ) | 133 | (18 | ) | (98 | ) | |||||||||
Accrued interest receivable and other assets | 698 | (419 | ) | (609 | ) | 698 | ||||||||||
Accrued interest payable and other liabilities | (487 | ) | 562 | (651 | ) | (487 | ) | |||||||||
|
|
|
| |||||||||||||
Net cash (used in) provided by operating activities | (2,734 | ) | 551 | |||||||||||||
Net cash used in operating activities | (2,654 | ) | (2,734 | ) | ||||||||||||
|
|
|
| |||||||||||||
Cash Flows From Investing Activities | ||||||||||||||||
Proceeds from sales of available for sale securities | — | 14,392 | 19,283 | — | ||||||||||||
Maturities, prepayments, and calls of available for sale securities | 6,885 | 5,892 | 51,697 | 6,885 | ||||||||||||
Purchases of available for sale securities | (6,743 | ) | — | (50,517 | ) | (6,743 | ) | |||||||||
Net decrease (increase) in loans | 44,884 | (38,767 | ) | |||||||||||||
Net (increase) decrease in loans | (18,646 | ) | 44,884 | |||||||||||||
Net proceeds from sales of premises | 1,627 | — | — | 1,627 | ||||||||||||
Capital expenditures for premises and equipment | (1,408 | ) | (686 | ) | ||||||||||||
Net capital expenditures for premises and equipment | (226 | ) | (1,408 | ) | ||||||||||||
Proceeds from life insurance policies | 772 | — | — | 772 | ||||||||||||
Proceeds from sale of foreclosed assets | 237 | — | — | 237 | ||||||||||||
Net decrease (increase) in Federal Home Loan Bank stock | 348 | (89 | ) | |||||||||||||
Net (increase) decrease in Federal Home Loan Bank stock | (2,119 | ) | 348 | |||||||||||||
|
|
|
| |||||||||||||
Net cash provided by (used in) investing activities | 46,602 | (19,258 | ) | |||||||||||||
Net cash (used in) provided by investing activities | (528 | ) | 46,602 | |||||||||||||
|
|
|
| |||||||||||||
Cash Flows From Financing Activities | ||||||||||||||||
Net (decrease) increase in deposits | (48,162 | ) | 3,005 | |||||||||||||
Net increase (decrease) in deposits | 10,389 | (48,162 | ) | |||||||||||||
Net increase in advance payments by borrowers for taxes and insurance | 10,830 | 10,186 | 9,747 | 10,830 | ||||||||||||
Proceeds from stock offering | 20,029 | — | — | 20,029 | ||||||||||||
Purchase of ESOP shares | (1,755 | ) | — | — | (1,755 | ) | ||||||||||
Proceeds from issuance of Federal Home Loan Bank advances | — | 2,000 | 52,000 | — | ||||||||||||
Principal payments on Federal Home Loan Bank advances | (22,377 | ) | (25 | ) | (739 | ) | (22,377 | ) | ||||||||
Purchases of treasury stock | (1,024 | ) | — | |||||||||||||
|
|
|
| |||||||||||||
Net cash (used in) provided by financing activities | (41,435 | ) | 15,166 | |||||||||||||
Net cash provided by (used in) financing activities | 70,373 | (41,435 | ) | |||||||||||||
|
|
|
| |||||||||||||
Net increase (decrease) in cash and cash equivalents | 2,433 | (3,541 | ) | |||||||||||||
Net increase in cash and cash equivalents | 67,191 | 2,433 | ||||||||||||||
Cash and cash equivalents at beginning of period | 7,923 | 12,497 | 11,707 | 7,923 | ||||||||||||
|
|
|
| |||||||||||||
Cash and cash equivalents at end of period | $ | 10,356 | $ | 8,956 | $ | 78,898 | $ | 10,356 | ||||||||
|
|
|
| |||||||||||||
Supplemental cash flow information: | ||||||||||||||||
Cash paid during the year for interest | $ | 3,853 | $ | 3,045 | $ | 2,639 | $ | 3,853 | ||||||||
Noncash activities: | ||||||||||||||||
Loans transferred to foreclosed assets | $ | 134 | $ | — | ||||||||||||
Loans transferred to loans held for sale | $ | 124 | $ | 134 | ||||||||||||
1895 Bancorp of Wisconsin, Inc. common stock held by PyraMax Bank reclassified to treasury stock | 175 | — | ||||||||||||||
Increase in net unsettled security purchases | 5,122 | — |
See accompanying notes to the consolidated financial statements.
8
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
1895 Bancorp of Wisconsin, Inc. (the “Company”“Company,” “we” or “our”) was formed inincorporated under federal law on January 8, 2019 to serve as part of themid-tier stock mutual holding company forreorganization of PyraMax Bank, FSB (the “Bank”(“PyraMax Bank”) upon, for the reorganizationpurpose of becoming the Bank into thetwo-tier mutualsavings and loan holding company structure (the “Reorganization”). As of December 31, 2018, the Reorganization had not been completed, and therefore, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities as of and for the year ended December 31, 2018. Accordingly, the financial information contained in these financial statements relates solely to the Bank for periods prior to January 8, 2019.PyraMax Bank.
PyraMax Bank FSB (the “Bank”) is chartered as a federalstock savings bank. Thebank headquartered in Greenfield, Wisconsin. PyraMax 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. ThePyraMax Bank is subject to competition from other financial and nonfinancial institutions providing financial products. In addition, thePyraMax Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies.
On September 5, 2018, the Board of Directors of the Bank adopted a Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”). The Plan was approved by the Board of Governors of the Federal Reserve System and by the affirmative vote of a majority of the total votes eligible to be cast by the voting members of the Bank at a special meeting. Pursuant to the Plan, on January 8, 2019, the Bank converted to a stock savings bank and issued all of its outstanding stock to a new holding company, named 1895 Bancorp of Wisconsin, Inc. Pursuant to the Plan, the new holding company sold 2,145,738 shares of common stock (including 175,528 shares to be issued to the Bank’s employee stock ownership plan “ESOP”) at $10.00 per share, for gross offering proceeds of approximately $21.5 million in its subscription offering. In addition, on January 8, 2019, 48,767 shares and $100,000 were contributed to a newly formed charitable foundation, 1895 Bancorp of Wisconsin Community Foundation. 1895 Bancorp of Wisconsin, Inc. was organized as a corporation under the laws of the United States and offered 45% of its common stock to be outstanding to the Bank’s eligible members, the ESOP, a community foundation and certain other persons. 1895 Bancorp of Wisconsin, MHC was organized as a mutual holding company under the laws of the United States and owns 55% of the outstanding common stock of 1895 Bancorp of Wisconsin, Inc.
The accompanying unaudited interim financial statements and the notes thereto have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In the opinion of management, the accompanying unaudited interim financial statements contain all normal recurring adjustments necessary to present fairly the financial positions results of operations, changes in equity and cash flows for the periods presented.
The accompanying unaudited financial statements and related notes should be read in conjunction with the audited annual financial statements and the notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, 2018,2019, as filed with the Securities and Exchange Commission on April 1, 2019.March 30, 2020.
In preparing financial statements in conformity with GAAP, 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. 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, financial instruments and mortgage servicing rights, and the valuation of deferred income tax assets. Actual results could differ from those estimates.
On April 5, 2012, theJumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies and define an “emerging growth company.” As an emerging growth company, the Company may delay adoption of new or revised financial accounting standards until such date that the standards are required to be adopted bynon-issuer companies. If such standards would not apply tonon-issuer companies, no deferral would be applicable. The Company intends to take advantage of the benefits of the extended transition periods allowed under the JOBS Act.
Accordingly, the Company’s financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. The effective dates of the following recent accounting standards reflect those that relate tonon-issuer companies.
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.
Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this quarterly report on Form 10-Q were issued. There were no significant subsequent events for the quarter ended September 30, 2020 through the issuance date of these unaudited consolidated financial statements that warranted adjustment to or disclosure in the unaudited consolidated financial statements.
9
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 2 – RECENT ACCOUNTING STANDARDS
The Bank recently adopted the following Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”):
ASU2014-09,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 to which the entity expects to be entitled in exchange for those goods or services. Management adopted this new accounting standard beginning with the interim period ended March 31, 2019, with no material impact on the Bank’s financial statements.
ASU2016-01,Financial Instruments – Overall (Subtopic825-10): 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) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair values required to be disclosed for financial instruments measured at amortized cost; 5) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 6) 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 financial statements; and 7) clarifies that an entity should evaluate the need for a valuation allowance on deferred tax assets related toavailable-for-sale securities in combination with the entity’s other deferred tax assets. Management adopted this new accounting standard beginning with the interim period ended March 31, 2019, with no material impact on the Bank’s financial statements.
The following ASUs(ASUs) have been issued by the FASB and may impact the Bank’sCompany’s financial statements in future reporting periods:
ASU2016-13,Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU2016-13 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. In addition, at their October 16,On November 15, 2019, meeting, the FASB affirmed its decision on the amendment of the effective date of this standard as initially outlined in theissued ASU proposed at their July 17, 2019 meeting. Upon approval of the final ASU, it is expected that2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard will be delayed by one year, andstandard. 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 ASU2016-13 on the Bank’sCompany’s consolidated financial statements, as well as the impact of the FASB’s proposed ASU.statements.
ASU2016-02,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. ASU2016-02 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. In addition, at their October 16,On November 15, 2019, meeting, the FASB affirmed its decision on the amendment of the effective date of this standard as initially outlined in theissued ASU proposed at their July 17, 2019 meeting. Upon approval of the final ASU, it is expected that2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard will be delayed by one year,standard. On June 3, 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and will beLeases (Topic 842): Effective Dates for Certain Entities, updating the effective date for reporting periodsfiscal years beginning after December 15, 2020.2021, 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 ASU2016-02 on the Bank’sCompany’s consolidated financial statements, as well as the impact of the FASB’s proposed ASU.statements.
10
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 3 – SUBSEQUENT EVENT
The Company announced that the Bank plans to close and consolidate its branch offices located at 8001 W. National Avenue in West Allis, Wisconsin and 318 N. Water Street in Milwaukee, Wisconsin. The branches will be closed by the end of business December 31, 2019.
NOTE 4 –AVAILABLE FOR SALE SECURITIESAVAILABLE-FOR-SALE
The amortized costs and fair values of securitiesavailable-for-sale were as follows:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Obligations of states and political subdivisions | $ | 9,272 | $ | 84 | $ | (7 | ) | $ | 9,349 | $ | 7,659 | $ | 250 | $ | — | $ | 7,909 | |||||||||||||||
Government-sponsored mortgage-backed securities | 53,572 | 635 | (203 | ) | 54,004 | 40,007 | 1,312 | — | 41,319 | |||||||||||||||||||||||
Corporate collateralized mortgage obligations | 322 | 7 | — | 329 | 237 | — | (2 | ) | 235 | |||||||||||||||||||||||
Asset-backed securities | 2,687 | 4 | (1 | ) | 2,690 | 7,369 | 16 | (7 | ) | 7,378 | ||||||||||||||||||||||
Certificates of deposit | 1,707 | 56 | — | 1,763 | 1,458 | 129 | — | 1,587 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 67,560 | $ | 786 | $ | (211 | ) | $ | 68,135 | $ | 56,730 | $ | 1,707 | $ | (9 | ) | $ | 58,428 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
December 31, 2018 | ||||||||||||||||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
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 | $ | 67,900 | $ | 32 | $ | (2,201 | ) | $ | 65,731 | |||||||||||||||||||||||
|
|
|
|
December 31, 2019 | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
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 | $ | 71,229 | $ | 542 | $ | (396 | ) | $ | 71,375 | |||||||
|
|
|
|
|
|
|
|
Available for sale securities with a carrying value of $2.1 million and $3.0 million were pledged as collateral at September 30, 2020 and December 31, 2019, respectively.
The amortized costs and fair values of securitiesavailable-for-sale, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. In addition, expected maturities will differ from contractual maturities for mortgage-backed securities and asset-backed securities, as the expected repayment terms may be less than the underlying mortgage pool contractual maturities. Therefore, these securities are not included in the maturity categories in the maturity summary below.
September 30, 2019 | September 30, 2020 | |||||||||||||||
Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Debt and other securities: | ||||||||||||||||
Due in one year or less | $ | 125 | $ | 125 | $ | 326 | $ | 326 | ||||||||
Due after one through 5 years | 6,759 | 6,811 | 6,462 | 6,682 | ||||||||||||
Due after 5 through 10 years | 4,095 | 4,176 | 1,329 | 1,444 | ||||||||||||
Due after 10 years | — | — | 1,000 | 1,044 | ||||||||||||
|
| |||||||||||||||
Total debt and other securities | 9,117 | 9,496 | ||||||||||||||
Mortgage-related securities | 53,894 | 54,333 | 40,244 | 41,554 | ||||||||||||
Asset-backed securities | 2,687 | 2,690 | 7,369 | 7,378 | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 67,560 | $ | 68,135 | $ | 56,730 | $ | 58,428 | ||||||||
|
|
|
|
11
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 3 – SUBSEQUENT EVENTAVAILABLE FOR SALE SECURITIES (continued)
Gross unrealized losses on securitiesavailable-for-sale and the fair values of the related securities, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position were as follows:
September 30, 2019 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Obligations of states and political subdivisions | $ | — | $ | — | $ | 2,028 | $ | (7 | ) | $ | 2,028 | $ | (7 | ) | ||||||||||
Government-sponsored mortgage-backed securities | 9,362 | (33 | ) | 18,154 | (170 | ) | 27,516 | (203 | ) | |||||||||||||||
Asset-backed securities | 841 | (1 | ) | — | — | 841 | (1 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 10,203 | $ | (34 | ) | $ | 20,182 | $ | (177 | ) | $ | 30,385 | $ | (211 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
December 31, 2018 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
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 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Asset-backed securities | $ | 436 | $ | (1 | ) | $ | 1,509 | $ | (6 | ) | $ | 1,945 | $ | (7 | ) | |||||||||
Corporate collateralized obligations | 145 | (2 | ) | — | — | 145 | (2 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 581 | $ | (3 | ) | $ | 1,509 | $ | (6 | ) | $ | 2,090 | $ | (9 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
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 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 20192020 and December 31, 2018,2019, respectively, the BankCompany had 225 and 5930 debt securities with unrealized losses representing aggregate depreciation of approximately 0.7%0.4% and 3.6%1.0% from their respective amortized cost bases. These unrealized losses relate principally to changes in interest rates and were not caused by changes in the financial condition of the issuers, 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’ reports, the financial condition and performance of the issuer and the quality of any underlying assets or credit enhancements. As management has the intent and ability to hold these debt securities to projected recovery, none of these declines are deemed to be other-than-temporary.
The following table provides a summary of the proceeds from sales of securitiesavailable-for-sale, as well as gross gains and losses, for the periods presented:
Nine Months ended September 30, | Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
2019 | 2018 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||
Proceeds from sales of securitiesavailable-for-sale | $ | — | $ | 14,392 | $ | 19,005 | $ | — | $ | 19,283 | $ | — | ||||||||||||
Gross realized gains | — | 137 | 1,014 | — | 1,022 | — | ||||||||||||||||||
Gross realized losses | — | (70 | ) | — | — | — | — |
There were no sales of securitiesavailable-for-sale during the three months ended September 30, 2019 and 2018.
12
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 54 – LOANS
Major classifications of loans are summarized as follows:
September 30, 2019 | December 31, 2018 | September 30, 2020 | December 31, 2019 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Commercial: | ||||||||||||||||
Real estate | $ | 186,021 | $ | 191,645 | $ | 183,377 | $ | 178,882 | ||||||||
Land development | 1,847 | 2,187 | 1,524 | 1,623 | ||||||||||||
Other | 34,646 | 30,508 | 59,793 | 34,072 | ||||||||||||
Residential real estate: | ||||||||||||||||
First mortgages | 68,241 | 108,084 | ||||||||||||||
First mortgage | 59,456 | 65,450 | ||||||||||||||
Construction | 3,671 | 2,097 | 2,965 | 2,041 | ||||||||||||
Consumer: | ||||||||||||||||
Home equity and lines of credit | 32,364 | 36,154 | 24,379 | 29,691 | ||||||||||||
Other | 722 | 1,914 | 421 | 611 | ||||||||||||
|
|
|
| |||||||||||||
Subtotal | 327,512 | 372,589 | 331,915 | 312,370 | ||||||||||||
Net deferred loan costs | 318 | 503 | ||||||||||||||
Net deferred loan costs (fees) | (445 | ) | 304 | |||||||||||||
Allowance for loan losses | (3,018 | ) | (3,262 | ) | (2,650 | ) | (2,000 | ) | ||||||||
|
|
|
| |||||||||||||
Loans, net | $ | 324,812 | $ | 369,830 | $ | 328,820 | $ | 310,674 | ||||||||
|
|
|
|
The BankCompany provides several types of loans to its customers, including commercial, residential, construction and consumer loans. Significant loan concentrations are considered to exist for a financial institution 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 the Bank’sCompany’s credit risks are geographically concentrated within the metropolitan Milwaukee, Wisconsin area, there are no concentrations with individual borrowers or groups of related borrowers.
During the normal course of business, the BankCompany 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 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 of September 30, 20192020 and December 31, 2018,2019, respectively, the BankCompany had transferred $87,121$28.6 million and $61,328$26.2 million in participation loans which were eligible for sales treatment to other financial institutions, all of which were being serviced by the Bank.Company.
An analysis of past due loans is presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||||||||||
30-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | 31-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | |||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | 186,021 | $ | 186,021 | $ | — | $ | — | $ | — | $ | 183,377 | $ | 183,377 | ||||||||||||||||||||
Land development | — | — | — | 1,847 | 1,847 | — | — | — | 1,524 | 1,524 | ||||||||||||||||||||||||||||||
Other | — | — | — | 34,646 | 34,646 | — | — | — | 59,793 | 59,793 | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | 650 | 327 | 977 | 67,264 | 68,241 | |||||||||||||||||||||||||||||||||||
First mortgage | 664 | 51 | 715 | 58,741 | 59,456 | |||||||||||||||||||||||||||||||||||
Construction | — | — | — | 3,671 | 3,671 | — | — | — | 2,965 | 2,965 | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | — | 60 | 60 | 32,304 | 32,364 | 28 | 28 | 56 | 24,323 | 24,379 | ||||||||||||||||||||||||||||||
Other | 2 | 2 | 720 | 722 | — | — | — | 421 | 421 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total | $ | 652 | $ | 387 | $ | 1,039 | $ | 326,473 | $ | 327,512 | $ | 692 | $ | 79 | $ | 771 | $ | 331,144 | $ | 331,915 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
13
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 54 – LOANS (continued)
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||||||||||||||||||
30-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | 31-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | |||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | 191,645 | $ | 191,645 | $ | — | $ | 180 | $ | 180 | $ | 178,702 | $ | 178,882 | ||||||||||||||||||||
Land development | — | 303 | 303 | 1,884 | 2,187 | — | — | — | 1,623 | 1,623 | ||||||||||||||||||||||||||||||
Other | — | — | — | 30,508 | 30,508 | 148 | — | 148 | 33,924 | 34,072 | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | 1,470 | 91 | 1,561 | 106,523 | 108,084 | |||||||||||||||||||||||||||||||||||
First mortgage | 1,059 | 537 | 1,596 | 63,854 | 65,450 | |||||||||||||||||||||||||||||||||||
Construction | — | — | — | 2,097 | 2,097 | — | — | — | 2,041 | 2,041 | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | 215 | 13 | 228 | 35,926 | 36,154 | 13 | — | 13 | 29,678 | 29,691 | ||||||||||||||||||||||||||||||
Other | 2 | — | 2 | 1,912 | 1,914 | — | — | — | 611 | 611 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total | $ | 1,687 | $ | 407 | $ | 2,094 | $ | 370,495 | $ | 372,589 | $ | 1,220 | $ | 717 | $ | 1,937 | $ | 310,433 | $ | 312,370 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
There were no loans 90 days or more past due and accruing interest as of September 30, 20192020 or December 31, 2018.2019.
A summary of activity in the allowance for loan losses for the three and nine months ended September 30, 20192020 and 2018September 30, 2019 is presented below:
Commercial | Residential | Consumer | Total | Commercial | Residential | Consumer | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Nine months ended September 30, 2019 | ||||||||||||||||||||||||||||||||
Three months ended September 30, 2020 | ||||||||||||||||||||||||||||||||
Allowance for loan losses | ||||||||||||||||||||||||||||||||
Beginning balance | $ | 1,448 | $ | 1,250 | $ | 564 | $ | 3,262 | $ | 1,243 | $ | 573 | $ | 298 | $ | 2,114 | ||||||||||||||||
Provision for loan losses | — | — | — | — | 360 | 100 | 40 | 500 | ||||||||||||||||||||||||
Loanscharged-off | (214 | ) | (83 | ) | (186 | ) | (483 | ) | — | (60 | ) | (2 | ) | (62 | ) | |||||||||||||||||
Recoveries | 217 | 5 | 17 | 239 | 2 | 88 | 8 | 98 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Ending balance | $ | 1,451 | $ | 1,172 | $ | 395 | $ | 3,018 | $ | 1,605 | $ | 701 | $ | 344 | $ | 2,650 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Year ended December 31, 2018 | ||||||||||||||||||||||||||||||||
Three months ended September 30, 2019 | ||||||||||||||||||||||||||||||||
Allowance for loan losses | ||||||||||||||||||||||||||||||||
Beginning balance | $ | 1,369 | $ | 1,246 | $ | 478 | $ | 3,093 | $ | 1,445 | $ | 1,172 | $ | 570 | $ | 3,187 | ||||||||||||||||
Provision for loan losses | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Loanscharged-off | (1 | ) | — | (123 | ) | (124 | ) | — | — | (181 | ) | (181 | ) | |||||||||||||||||||
Recoveries | 80 | 4 | 209 | 293 | 6 | — | 6 | 12 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Ending balance | $ | 1,448 | $ | 1,250 | $ | 564 | $ | 3,262 | $ | 1,451 | $ | 1,172 | $ | 395 | $ | 3,018 | ||||||||||||||||
|
|
|
|
|
|
|
|
14
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 54 – LOANS (continued)
Commercial | Residential | Consumer | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Nine months ended September 30, 2020 | ||||||||||||||||
Allowance for loan losses | ||||||||||||||||
Beginning balance | $ | 1,235 | $ | 573 | $ | 192 | $ | 2,000 | ||||||||
Provision (credit) for loan losses | 360 | 100 | 40 | 500 | ||||||||||||
Loans charged-off | — | (60 | ) | (7 | ) | (67 | ) | |||||||||
Recoveries | 10 | 88 | 119 | 217 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Ending balance | $ | 1,605 | $ | 701 | $ | 344 | $ | 2,650 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Nine months ended September, 2019 | ||||||||||||||||
Allowance for loan losses | ||||||||||||||||
Beginning balance | $ | 1,448 | $ | 1,250 | $ | 564 | $ | 3,262 | ||||||||
Provision (credit) for loan losses | — | — | — | — | ||||||||||||
Loans charged-off | (214 | ) | (83 | ) | (186 | ) | (483 | ) | ||||||||
Recoveries | 217 | 5 | 17 | 239 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Ending balance | $ | 1,451 | $ | 1,172 | $ | 395 | $ | 3,018 | ||||||||
|
|
|
|
|
|
|
|
A summary of the allowance for loan losses for loans evaluated individually and collectively for impairment is presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||
Commercial | Residential | Consumer | Total | Commercial | Residential | Consumer | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Loans: | ||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 2,497 | $ | 1,170 | $ | 59 | $ | 3,726 | $ | 11,529 | $ | 517 | $ | 27 | $ | 12,073 | ||||||||||||||||
Collectively evaluated for impairment | 220,017 | 70,742 | 33,027 | 323,786 | 233,165 | 61,904 | 24,773 | 319,842 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total loans | $ | 222,514 | $ | 71,912 | $ | 33,086 | $ | 327,512 | $ | 244,694 | $ | 62,421 | $ | 24,800 | $ | 331,915 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | — | $ | — | $ | 31 | $ | 31 | $ | — | $ | — | $ | 5 | $ | 5 | ||||||||||||||||
Collectively evaluated for impairment | 1,451 | 1,172 | 364 | 2,987 | 1,605 | 701 | 339 | 2,645 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total allowance for loan losses | $ | 1,451 | $ | 1,172 | $ | 395 | $ | 3,018 | $ | 1,605 | $ | 701 | $ | 344 | $ | 2,650 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||||||||||
Commercial | Residential | Consumer | Total | Commercial | Residential | Consumer | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Loans: | ||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 1,165 | $ | 1,176 | $ | 36 | $ | 2,377 | $ | 6,931 | $ | 1,078 | $ | 32 | $ | 8,041 | ||||||||||||||||
Collectively evaluated for impairment | 223,175 | 109,005 | 38,032 | 370,212 | 207,646 | 66,413 | 30,270 | 304,329 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total loans | $ | 224,340 | $ | 110,181 | $ | 38,068 | $ | 372,589 | $ | 214,577 | $ | 67,491 | $ | 30,302 | $ | 312,370 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | — | $ | 6 | $ | 6 | $ | 12 | $ | — | $ | 62 | $ | 5 | $ | 67 | ||||||||||||||||
Collectively evaluated for impairment | 1,448 | 1,244 | 558 | 3,250 | 1,235 | 511 | 187 | 1,933 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total allowance for loan losses | $ | 1,448 | $ | 1,250 | $ | 564 | $ | 3,262 | $ | 1,235 | $ | 573 | $ | 192 | $ | 2,000 | ||||||||||||||||
|
|
|
|
|
|
|
|
15
NOTE 4 – LOANS (continued)
The BankCompany 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 and 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.
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)Doubtful 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 unlikely.
16
NOTE 54 – LOANS (continued)
A summary of the Bank’sCompany’s internal risk ratings of loans is presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||
Pass | Watch and Special Mention | Substandard | Total | Pass | Watch and Special Mention | Substandard | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||
Real estate | $ | 179,624 | $ | 4,812 | $ | 1,585 | $ | 186,021 | $ | 150,199 | $ | 27,047 | $ | 6,131 | $ | 183,377 | ||||||||||||||||
Land development | 197 | 1,650 | — | 1,847 | — | — | 1,524 | 1,524 | ||||||||||||||||||||||||
Other | 30,693 | 2,474 | 1,479 | 34,646 | 43,372 | 12,769 | 3,652 | 59,793 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 210,514 | $ | 8,936 | $ | 3,064 | $ | 222,514 | $ | 193,571 | $ | 39,816 | $ | 11,307 | $ | 244,694 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||||||||||
Pass | Watch and Special Mention | Substandard | Total | Pass | Watch and Special Mention | Substandard | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||
Real estate | $ | 186,303 | $ | 4,403 | $ | 939 | $ | 191,645 | $ | 168,834 | $ | 4,418 | $ | 5,630 | $ | 178,882 | ||||||||||||||||
Land development | 158 | 1,726 | 303 | 2,187 | — | 1,623 | — | 1,623 | ||||||||||||||||||||||||
Other | 25,939 | 4,408 | 161 | 30,508 | 27,522 | 5,517 | 1,033 | 34,072 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 212,400 | $ | 10,537 | $ | 1,403 | $ | 224,340 | $ | 196,356 | $ | 11,558 | $ | 6,663 | $ | 214,577 | ||||||||||||||||
|
|
|
|
|
|
|
|
There were no loans rated Doubtful or Loss as of September 30, 2019 and2020 or December 31, 2018.2019, respectively.
Residential real estate and consumer loans are generally evaluated based on whether or not loans are performing in accordance with their contractual terms. Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans is presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||
Performing | Non Performing | Total | Performing | Non Performing | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||
First mortgages | $ | 66,975 | $ | 1,266 | $ | 68,241 | ||||||||||||||||||
First mortgage | $ | 58,182 | $ | 1,274 | $ | 59,456 | ||||||||||||||||||
Construction | 3,671 | — | 3,671 | 2,965 | — | 2,965 | ||||||||||||||||||
Consumer: | ||||||||||||||||||||||||
Home equity and lines of credit | 32,155 | 209 | 32,364 | 24,236 | 143 | 24,379 | ||||||||||||||||||
Other | 722 | — | 722 | 421 | — | 421 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | $ | 103,523 | $ | 1,475 | $ | 104,998 | $ | 85,804 | $ | 1,417 | $ | 87,221 | ||||||||||||
|
|
|
|
|
|
17
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 54 – LOANS (continued)
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||
Performing | Non Performing | Total | Performing | Non Performing | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||
First mortgages | $ | 107,018 | $ | 1,066 | $ | 108,084 | $ | 63,760 | $ | 1,690 | $ | 65,450 | ||||||||||||
Construction | 2,097 | — | 2,097 | 2,041 | — | 2,041 | ||||||||||||||||||
Consumer: | ||||||||||||||||||||||||
Home equity and lines of credit | 35,984 | 170 | 36,154 | 29,548 | 143 | 26,691 | ||||||||||||||||||
Other | 1,914 | — | 1,914 | 611 | — | 611 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | $ | 147,013 | $ | 1,236 | $ | 148,249 | $ | 95,960 | $ | 1,833 | $ | 97,793 | ||||||||||||
|
|
|
|
|
|
Information regarding impaired loans is presented below:
As of and for the Nine Months Ended September 30, 2019 | As of and for the Nine Months Ended September 30, 2020 | |||||||||||||||||||||||||||||||||||||||
Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | |||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||
Impaired loans with reserve: | ||||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Land development | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Other | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | — | — | — | — | — | — | — | — | 48 | — | ||||||||||||||||||||||||||||||
Construction | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | 31 | 31 | 31 | 17 | — | 5 | 6 | 5 | 5 | — | ||||||||||||||||||||||||||||||
Other | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans with reserve | 31 | 31 | 31 | 17 | — | 5 | 6 | 5 | 53 | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Impaired loans with no reserve: | ||||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | 1,355 | 1,355 | NA | 574 | 20 | 6,352 | 6,352 | NA | 6,257 | 275 | ||||||||||||||||||||||||||||||
Land development | — | — | NA | 168 | — | 1,525 | 1,525 | NA | 169 | 17 | ||||||||||||||||||||||||||||||
Other | 1,142 | 1,159 | NA | 319 | 10 | 3,652 | 3,789 | NA | 1,983 | 89 | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | 1,170 | 1,498 | NA | 1,067 | 13 | 517 | 641 | NA | 620 | 254 | ||||||||||||||||||||||||||||||
Construction | — | — | NA | — | — | — | — | NA | — | — | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | 28 | 56 | NA | 29 | — | 22 | 51 | NA | 24 | 2 | ||||||||||||||||||||||||||||||
Other | — | — | NA | — | — | — | — | NA | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans with no reserve | 3,695 | 4,068 | NA | 2,157 | 43 | 12,068 | 12,358 | NA | 9,053 | 637 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans | $ | 3,726 | $ | 4,099 | $ | 31 | $ | 2,174 | $ | 43 | $ | 12,073 | $ | 12,364 | $ | 5 | $ | 9,106 | $ | 637 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
18
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 54 – LOANS (continued)
As of and for the Year Ended December 31, 2018 | As of and for the Year Ended December 31, 2019 | |||||||||||||||||||||||||||||||||||||||
Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | |||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||
Impaired loans with reserve: | ||||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Land development | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Other | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | 91 | 91 | 6 | 154 | 3 | 62 | 62 | 62 | 43 | — | ||||||||||||||||||||||||||||||
Construction | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | 6 | 6 | 6 | 124 | — | 5 | 6 | 5 | 16 | — | ||||||||||||||||||||||||||||||
Other | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans with reserve | 97 | 97 | 12 | 278 | 3 | 67 | 68 | 67 | 59 | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Impaired loans with no reserve: | ||||||||||||||||||||||||||||||||||||||||
Commercial: | ||||||||||||||||||||||||||||||||||||||||
Real estate | 701 | 701 | NA | 658 | 40 | 5,840 | 5,840 | NA | 1,824 | 87 | ||||||||||||||||||||||||||||||
Land development | 303 | 303 | NA | 303 | — | — | — | NA | 126 | — | ||||||||||||||||||||||||||||||
Other | 161 | 161 | NA | 46 | 2 | 1,091 | 1,091 | NA | 488 | 23 | ||||||||||||||||||||||||||||||
Residential real estate: | ||||||||||||||||||||||||||||||||||||||||
First mortgages | 1,085 | 1,375 | NA | 1,235 | 25 | 1,016 | 1,350 | NA | 1,056 | 18 | ||||||||||||||||||||||||||||||
Construction | — | — | NA | — | — | — | — | NA | — | — | ||||||||||||||||||||||||||||||
Consumer: | ||||||||||||||||||||||||||||||||||||||||
Home equity and lines of credit | 30 | 56 | NA | 32 | — | 27 | 56 | NA | 29 | — | ||||||||||||||||||||||||||||||
Other | — | — | NA | — | — | — | — | NA | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans with no reserve | 2,280 | 2,596 | NA | 2,274 | 67 | 7,974 | 8,337 | NA | 3,523 | 128 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total impaired loans | $ | 2,377 | $ | 2,693 | $ | 12 | $ | 2,552 | $ | 70 | $ | 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 September 30, 20192020 and December 31, 2018.2019.
Nonperforming loans are as follows:
September 30, 2019 | December 31, 2018 | September 30, 2020 | December 31, 2019 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Nonaccrual loans, other than troubled debt restructurings | $ | 868 | $ | 906 | $ | 1,093 | $ | 1,416 | ||||||||
Nonaccrual loans, troubled debt restructurings | 607 | 649 | 324 | 597 | ||||||||||||
|
|
|
| |||||||||||||
Total nonperforming loans (NPLs) | $ | 1,475 | $ | 1,555 | $ | 1,417 | $ | 2,013 | ||||||||
|
|
|
| |||||||||||||
Restructured loans, accruing | $ | 449 | $ | 459 | ||||||||||||
Troubled debt restructurings, accruing | $ | 435 | $ | 466 | ||||||||||||
|
|
|
|
19
NOTE 4 – LOANS (continued)
There were no loans modified as troubled debt restructurings during the three and nine months ended September 30, 20192020 and 2018.
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
year ended December 31, 2019.
The Bankprovisions of the March 2020 Coronavirus Aid, Relief and Economic Security (“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 September 30, 2020, the Company had 1 to 3 month deferrals of approximately $155,000 in interest, escrow, and principal payments on $16.4 million in outstanding loans.
The Company considers a troubled debt restructuring in default if it becomes past due more than 90 days. There were notroublednotroubled debt restructurings within the past twelve months for which there was a default during the three and nine months ended September 30, 20192020 and 2018.2019.
Information onnon-accrual loans is presented below:
September 30, 2019 | December 31, 2018 | |||||||
(in thousands) | ||||||||
Commercial: | ||||||||
Real estate | $ | — | $ | — | ||||
Land development | — | 303 | ||||||
Other | — | 16 | ||||||
Residential real estate: | ||||||||
First mortgages | 1,266 | 1,066 | ||||||
Construction | — | — | ||||||
Consumer: | ||||||||
Home equity and lines of credit | 209 | 170 | ||||||
Other | — | — | ||||||
|
|
|
| |||||
Totalnon-accrual loans | $ | 1,475 | $ | 1,555 | ||||
|
|
|
| |||||
Totalnon-accrual loans to total loans | 0.45 | % | 0.42 | % | ||||
Totalnon-accrual loans to total assets | 0.33 | % | 0.32 | % |
NOTE 6 – FORECLOSED ASSETS
There were no foreclosed assets held as of September 30, 2019 and December 31, 2018.
A summary of the Bank’s foreclosed asset activity is presented below.
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
The Bank recognized a $103 gain on the sale of foreclosed assets during the nine months ended September 30, 2019. There were no sales of foreclosed assets during the nine months ended September 30, 2018.
The Bank had one loan in the amount of $142 in the process of foreclosure as of September 30, 2019. There were no loans in the process of foreclosure as of December 31, 2018.
September 30, 2020 | December 31, 2019 | |||||||
(in thousands) | ||||||||
Commercial: | ||||||||
Real estate | $ | — | $ | 180 | ||||
Land development | — | — | ||||||
Other | — | — | ||||||
Residential real estate: | ||||||||
First mortgages | 1,274 | 1,690 | ||||||
Construction | — | — | ||||||
Consumer: | ||||||||
Home equity and lines of credit | 143 | 143 | ||||||
Other | — | — | ||||||
|
|
|
| |||||
Total non-accrual loans | $ | 1,417 | $ | 2,013 | ||||
|
|
|
| |||||
Total non-accrual loans to total loans | 0.43 | % | 0.64 | % | ||||
Total non-accrual loans to total assets | 0.28 | % | 0.47 | % |
NOTE 75 – MORTGAGE SERVICING RIGHTS
Loans serviced for others are not included in the balance sheets. The unpaid principal balance of mortgage loans serviced for others was $339,766$346.1 million and $332,515$336.7 million as of September 30, 20192020 and December 31, 2018,2019, respectively.
20
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 75 – MORTGAGE SERVICING RIGHTS (continued)\
A summary of activity in the Bank’sCompany’s mortgage servicing rights is presented below:
Nine Months Ended September 30, 2019 | Year Ended December 31, 2018 | Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | Nine Months Ended September 30, 2020 | Nine Months Ended September 30, 2019 | |||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||
Mortgage servicing rights beginning balance | $ | 2,103 | $ | 2,270 | $ | 1,587 | $ | 2,263 | $ | 2,172 | $ | 2,103 | ||||||||||||
Additions | 406 | 168 | 232 | 77 | 578 | 406 | ||||||||||||||||||
Amortization | (308 | ) | (335 | ) | (199 | ) | (139 | ) | (560 | ) | (308 | ) | ||||||||||||
Increase in valuation allowance | (5 | ) | — | (575 | ) | — | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Mortgage servicing rights ending balance | $ | 2,201 | $ | 2,103 | $ | 1,615 | $ | 2,201 | $ | 1,615 | $ | 2,201 | ||||||||||||
|
|
|
| |||||||||||||||||||||
Fair value at beginning of period | $ | 3,371 | $ | 3,158 | $ | 1,587 | $ | 2,891 | $ | 2,404 | $ | 3,371 | ||||||||||||
Fair value at end of period | $ | 2,407 | $ | 3,371 | $ | 1,615 | $ | 2,407 | $ | 1,615 | $ | 2,407 |
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. AtAs of September 30, 2019,2020, the model used discount rates ranging from 10.0%10% to 13.5%, and prepayment speeds ranging from 11.3%20.9% to 41.9%46.9%, respectively, both of which were based on market data from independent organizations.
The following table summarizes the estimated future amortization expense for mortgage servicing rights for the periods indicated. The projections of amortization expense are based on existing asset balances as of September 30, 2019.2020. The actual amortization expense the BankCompany recognizes in any given period may vary significantly depending on changes in interest rates, market conditions and regulatory requirements.
(in thousands) | (in thousands) | |||||||
Estimated future amortization as of September 30, 2019: | ||||||||
2019 | $ | 465 | ||||||
Estimated future amortization as of September 30, 2020: | ||||||||
2020 | 436 | $ | 341 | |||||
2021 | 407 | 320 | ||||||
2022 | 378 | 299 | ||||||
2023 | 347 | 278 | ||||||
2024 | 254 | |||||||
Thereafter | 168 | 123 | ||||||
|
| |||||||
Total | $ | 2,201 | $ | 1,615 | ||||
|
|
NOTE 86 – DEPOSITS
The composition of deposits is summarized below:
September 30, 2019 | December 31, 2018 | September 30, 2020 | December 31, 2019 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Non-interest bearing checking | $ | 58,982 | $ | 85,988 | $ | 91,103 | $ | 62,768 | ||||||||
Interest bearing checking | 26,073 | 25,556 | 28,986 | 25,432 | ||||||||||||
Money market | 67,325 | 59,071 | 86,831 | 65,999 | ||||||||||||
Statement savings | 49,610 | 53,245 | 57,334 | 47,981 | ||||||||||||
Certificates of deposit | 155,985 | 182,277 | 90,731 | 142,416 | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 357,975 | $ | 406,137 | $ | 354,985 | $ | 344,596 | ||||||||
|
|
|
|
(1) | Included in these amounts are brokered deposits of $10.5 million and $29.6 million as of September 30, 2020 and December 31, 2019, respectively. |
The BankCompany held $17,275$9.0 million and $12,787$16.3 million in certificates of deposit which met or exceeded the FDIC insurance limit of $250$250,000 as of September 30, 20192020 and December 31, 2018,2019, respectively.
21
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 86 – DEPOSITS (continued)
The scheduled maturities of certificates of deposit are presented below:
September 30, 2019 | September 30, 2020 | |||||||
(in thousands) | (in thousands) | |||||||
2019 | $ | 28,778 | ||||||
2020 | 108,600 | $ | 24,979 | |||||
2021 | 15,132 | 60,238 | ||||||
2022 | 2,445 | 3,466 | ||||||
2023 | 542 | 639 | ||||||
2024 | 862 | |||||||
Thereafter | 488 | 547 | ||||||
|
| |||||||
Total | $ | 155,985 | $ | 90,731 | ||||
|
|
NOTE 97 – FEDERAL HOME LOAN BANK ADVANCES
Federal Home Loan Bank advances consist of the following:
September 30, 2019 | December 31, 2018 | September 30, 2020 | December 31, 2019 | |||||||||||||||||||||||||||
Rate | Amount | Rate | Amount | Rate | Amount | Rate | Amount | |||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||
Open line of credit | — | $ | — | 2.61% | $ | 5,350 | ||||||||||||||||||||||||
Fixed rate, fixed term advances | 1.41% | 7,000 | 1.13% to 1.50% | 24,000 | 1.41% - 1.77 | % | $ | 24,000 | 1.41 | % | $ | 7,000 | ||||||||||||||||||
Advance structured note, payments due monthly, maturing February 2030 | 7.47% | 633 | 7.47% | 660 | ||||||||||||||||||||||||||
Putable advance, maturing Oct 2029 first put option date Nov 2020 | 1.03 | % | 10,000 | 1.03 | % | 10,000 | ||||||||||||||||||||||||
Putable advance, maturing Feb 2030 first put option date Feb 2023 | 0.98 | % | 5,000 | — | — | |||||||||||||||||||||||||
Putable advance, maturing Mar 2030 first put option date Mar 2025 | 0.89 | % | 10,000 | — | — | |||||||||||||||||||||||||
Advance structured note, payments due monthly, maturing Feb 2030 | 7.47 | % | 594 | 7.47 | % | 623 | ||||||||||||||||||||||||
Advance structured note, payments due monthly, maturing April 2030 | 1.05 | % | 9,604 | — | — | |||||||||||||||||||||||||
Advance structured note, payments due monthly, maturing May 2030 | 1.19 | % | 9,686 | — | — | |||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 7,633 | $ | 30,010 | $ | 68,884 | $ | 17,623 | ||||||||||||||||||||||
|
|
|
|
The scheduled maturities of Federal Home Loan Bank advances are presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||
Weighted Average Rate | Amount | Weighted Average Rate | Amount | |||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||
2019 | 7.47 | % | $ | 9 | ||||||||||||
2020 | 7.47 | % | 39 | 1.25 | % | $ | 485 | |||||||||
2021 | 1.45 | % | 7,042 | 0.95 | % | 12,956 | ||||||||||
2022 | 7.47 | % | 46 | 1.54 | % | 8,481 | ||||||||||
2023 | 7.47 | % | 49 | 1.54 | % | 8,507 | ||||||||||
2024 | 1.28 | % | 2,032 | |||||||||||||
Thereafter | 7.47 | % | 448 | 1.08 | % | 36,423 | ||||||||||
|
|
| ||||||||||||||
Total | $ | 7,633 | $ | 68,884 | ||||||||||||
|
|
Actual maturities may differ from scheduled maturities due to call options on various Federal Home Loan Bank advances.
The BankCompany maintains a master contract agreement with the Federal Home Loan Bank, which provides for borrowing up to the lesser of 22.22 times the value of the Federal Home Loan Bank stock owned, a determined percentage of the book value of the Bank’sCompany’s qualifying real estate loans, or a determined percentage of the Bank’sCompany’s assets. The Federal Home Loan Bank provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest such as the London InterBank Offered Rate, federal funds or Treasury bill rates. Federal Home Loan Bank advances are subject to a prepayment penalty if they are repaid prior to maturity.
22
NOTE 7 – FEDERAL HOME LOAN BANK ADVANCES (continued)
The BankCompany has pledged approximately $133,946$146.2 million and $151,708$125.5 million of qualifying loans as collateral for Federal Home Loan Bank advances as of September 30, 20192020 and December 31, 2018,2019, respectively. Federal Home Loan Bank advances are also secured by approximately $913$3.0 million and $1,261$913,000 of Federal Home Loan Bank stock held by the BankCompany as of September 30, 20192020 and December 31, 2018,2019, respectively. The Bank’sCompany’s available and unused portion of this borrowing agreement totaled $192,547$76.3 million and $208,413$107.0 million as of September 30, 20192020 and December 31, 2018,2019, respectively.
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
Additional borrowing would require additional purchase of FHLB stock.
NOTE 108 – EMPLOYEE BENEFIT PLANSINCOME TAXES
The Bank sponsors a 401(k) profit sharing covering substantially all employees certain ageIncome tax expense (benefit) was $1.2 million and minimum service requirements. The Bank may then match a discretionary percentage of each eligible participant’s contribution. Matching contributions were $90 and $86$135,000 for the three months ended September 30, 20192020 and 2018,2019, respectively, and $264$1.6 million and $245($167,000) for the nine months ended September 30, 2020 and 2019, respectively. Included in these amounts were $784,000 and 2018, respectively.
NOTE 11 – INCOME TAXES$934,000 related to increases in our deferred tax valuation allowance for the three and nine months ended September 30, 2020. As of September 30, 2020, the deferred tax asset valuation allowance was $934,000, reducing our net deferred tax asset to $3.0 million at that date. We did not have a deferred tax asset 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 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. RealizationThe realization of the deferred tax assetassets is dependent on whether there will be sufficient futurethe existence of taxable income of the appropriate character in the period during which deductible temporary differences reverse(e.g., ordinary or capital) within the carryforwardcarry-back and carry-forward periods available under tax law, which would consider future reversals of existing taxable temporary differences and taxable income in prior carryback years as permitted under tax law.
IncomeDue to recent changes in market conditions and current events related to COVID-19, the board and management continue to assess the Company’s deferred tax expense was $135assets including forecasted future projected income and $8 for the three months ended September 30, 2019 and 2018, respectively, and incomefuture reversals of existing temporary differences. As such, there may be additional deferred tax benefit was $167 and $186 for the nine months ended September 30, 2019 and 2018, respectively.asset impairment in subsequent periods.
23
NOTE 129 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the BankCompany 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 Bank’sCompany’s financial statements. No material legal proceedings existed at September 30, 2019.2020.
In the normal course of business, the BankCompany is party to financial instruments withoff-balance-sheet risk 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 on the balance sheets.
The Bank’sCompany’s exposure to credit losses is represented by the contractual, or notional, amount of these commitments. The BankCompany follows the same credit policies in making commitments as it does foron-balance-sheet instruments. As 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 Bank.Company.
24
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 129 – COMMITMENTS AND CONTINGENCIES (continued)
The contractual amounts ofoff-balance-sheet credit-related financial instruments are summarized below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||
Fixed Rate | Variable Rate | Total | Fixed Rate | Variable Rate | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Commitments to extend credit | $ | 23,625 | $ | 36,574 | $ | 60,199 | $ | 20,232 | $ | 36,715 | $ | 56,947 | ||||||||||||
Standby letters of credit | 23 | — | 23 | 23 | 2,150 | 2,173 | ||||||||||||||||||
Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program | 817 | — | 817 | 1,051 | — | 1,051 | ||||||||||||||||||
Commitments to sell loans | 23,249 | — | 23,249 | 54,934 | — | 54,934 | ||||||||||||||||||
Overdraft protection program commitments | 4,186 | — | 4,186 | 4,090 | — | 4,090 | ||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total | $ | 51,900 | $ | 36,574 | $ | 88,474 | ||||||||||||||||||
|
|
| ||||||||||||||||||||||
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||
Fixed Rate | Variable Rate | Total | Fixed Rate | Variable Rate | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Commitments to extend credit | $ | 19,255 | $ | 37,258 | $ | 56,513 | $ | 21,745 | $ | 36,108 | $ | 57,853 | ||||||||||||
Standby letters of credit | — | 33 | 33 | — | — | — | ||||||||||||||||||
Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program | 612 | — | 612 | 841 | — | 841 | ||||||||||||||||||
Commitments to sell loans | 6,617 | — | 6,617 | 10,917 | — | 10,917 | ||||||||||||||||||
Overdraft protection program commitments | 3,894 | — | 3,894 | 4,129 | — | 4,129 | ||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total | $ | 30,378 | $ | 37,291 | $ | 67,669 | ||||||||||||||||||
|
|
|
Commitments to extend credit and commitments to sell loans 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 BankCompany to guarantee the performance of a customer to a third party. Generally, all standby letters of credit 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 BankCompany generally holds collateral supporting these commitments. Standby letters of credit are not reflected in the financial statements, since recording the fair value of these guarantees would not have a significant impact on the financial statements.
The BankCompany participates in the Federal Home Loan Bank of Chicago Mortgage Partnership Finance Program (the “Program”). In addition to entering into forward commitments to sell mortgage loans to a secondary market agency, the BankCompany enters into firm commitments to deliver loans to the Federal Home Loan Bank of Chicago through the Program. Under the Program, loans are funded by the Federal Home Loan Bank of Chicago, and the BankCompany receives an agency fee reported as a component of gain on sale of loans. The BankCompany had $12,315 and $1,882$2.4 million of commitments to deliver loans through the Program as of September 30, 2019 and December 31, 2018, respectively.2020. Once delivered to the Program, the BankCompany provides a contractually agreed-upon credit enhancement and performs servicing of the loans. Under the credit enhancement, the BankCompany is liable for losses on loans delivered through 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 BankCompany receives a fee for this credit enhancement. The BankCompany records a liability for expected losses in excess of anticipated credit enhancement fees. As of September 30, 20192020 and December 31, 2018,2019, the BankCompany had no liability outstanding related to the Program.
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.
25
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1310 – EMPLOYEE STOCK OWNERSHIP PLAN
The BankCompany established a tax qualified Employee Stock Ownership Plan (“ESOP”) for the benefit of its employees in conjunction with the Reorganization, effective January 1,8, 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 includedinclude 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 $17$17,000 and $51$18,000 in compensation expense for the three months ended September 30, 2020 and September 30, 2019, respectively, and $49,000 and $51,000 for the nine months ended September 30, 2020 and September 30, 2019, respectively.
The following table provides the allocated and unallocated shares of common stock associated with the ESOP.
September 30, 2019 | ||||
(dollars in thousands) | ||||
Shares committed to be released | 5,266 | |||
Total unallocated shares | 170,262 | |||
|
| |||
Total ESOP shares | 175,528 | |||
|
| |||
Fair value of unallocated shares | $ | 1,641 |
The fair value of the unallocated shares is based on a per share price of $9.64 on September 30, 2019.
September 30, 2020 | December 31, 2019 | |||||||
(dollars in thousands) | ||||||||
Shares committed to be released | 5,265 | 7,021 | ||||||
Total allocated shares | 7,021 | — | ||||||
Total unallocated shares | 163,242 | 168,507 | ||||||
|
|
|
| |||||
Total ESOP shares | 175,528 | 175,528 | ||||||
|
|
|
| |||||
Fair value of unallocated shares (based on $9.26 and $10.78 share price as of September 30, 2020 and December 31, 2019, respectively) | $ | 1,512 | $ | 1,817 | ||||
|
|
|
|
NOTE 1411 – RELATED PARTY TRANSACTIONS
A summary of loans to directors, executive officers, and their affiliates follows:
September 30, 2019 | December 31, 2018 | September 30, 2020 | December 31, 2019 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Beginning balance | $ | 1,289 | $ | 1,477 | $ | 1,172 | $ | 1,289 | ||||||||
New loans | 357 | 62 | 38 | 378 | ||||||||||||
Repayments | (461 | ) | (250 | ) | (166 | ) | (495 | ) | ||||||||
|
|
|
| |||||||||||||
Ending balance | $ | 1,185 | $ | 1,289 | $ | 1,044 | $ | 1,172 | ||||||||
|
|
|
|
Deposits from directors, executive officers, and their affiliates totaled $1,708$1.0 million and $938$1.7 million at September 30, 20192020 and December 31, 2018,2019, respectively.
The BankCompany utilizes the services of law firms in which certain of the Bank’sCompany’s directors are partners. Fees paid to the firms for these services were $8$6,000 and $12$8,000 during the three months ended September 30, 20192020 and 2018,2019, respectively, and $29$21,000 and $33$29,000 for the nine months ended September 30, 2020 and 2019, and 2018, respectively.
26
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1512 – FAIR VALUE MEASUREMENTS
ASC 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 are 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 into three broad levels.
Level 1 inputs – In general, fair values determined by Level 1 inputs use quoted market prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2 inputs – Fair 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 and liabilities in active 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 observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs – 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 inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Bank’sCompany’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 securitiesavailable-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 Bank’sCompany’s valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis.
Securitiesavailable-for-sale– SecuritiesMarketable equity securities and securities available-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 measurements of Level 1 securities are based on the quoted market price of those securities. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, corporate debt securities and mortgage-related securities. The fair value measurements of Level 2 securities are obtained from independent pricing services and are based on recent sales of similar securities and other observable market data.
Impaired loans – Loans are not measured at fair value on a recurring basis. However, loans determined to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurements of collateral-dependent impaired loans are based on the fair values of the underlying collateral. Independent appraisals are obtained to determine the fair values of underlying collateral, and generally utilize one or more valuation methodologies, typically includes comparable sales and income 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 recently 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 are not considered fair value measurements.
27
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1512 – FAIR VALUE MEASUREMENTS (continued)
Foreclosed assetsMortgage servicing rights – OnThe Company utilizes an independent valuation from anon-recurring basis, foreclosed assets are recorded in our consolidated balance sheets at the lower of cost or fair value. Fair value is determined based on third party appraisals and, if less than the carrying value of the foreclosed loan, the carrying value of foreclosed assets are adjusted to fair value. Appraised values are adjusted to consider disposition costs, and also to take into consideration the age of the most recent appraisal. Given the significance of adjustments made to appraised values necessarywhich 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 foreclosed assets, these itemsmortgage 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 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 measurements.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, along with the level of the fair value hierarchy of the inputs utilized to determine such fair value.
Recurring Fair Value Measurements Using | Recurring Fair Value Measurements Using | |||||||||||||||||||||||||||||||
September 30, 2019 | Level 1 | Level 2 | Level 3 | September 30, 2020 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Marketable equity securities: | $ | 2,693 | $ | 2,693 | $ | — | $ | — | ||||||||||||||||||||||||
Securitiesavailable-for-sale: | ||||||||||||||||||||||||||||||||
Obligations of states and political subdivisions | $ | 9,349 | $ | — | $ | 9,349 | $ | — | 7,909 | — | 7,909 | — | ||||||||||||||||||||
Government-sponsored mortgage-backed securities | 54,004 | — | 54,004 | — | 41,319 | — | 41,319 | — | ||||||||||||||||||||||||
Corporate collateralized mortgage obligations | 329 | — | 329 | — | 235 | — | 235 | — | ||||||||||||||||||||||||
Asset-backed securities | 2,690 | — | 2,690 | — | 7,378 | — | 7,378 | — | ||||||||||||||||||||||||
Certificates of deposit | 1,763 | — | 1,763 | — | 1,587 | — | 1,587 | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 68,135 | $ | — | $ | 68,135 | $ | — | $ | 61,121 | $ | 2,693 | $ | 58,428 | $ | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Recurring Fair Value Measurements Using | ||||||||||||||||||||||||||||||||
December 31, 2018 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Securitiesavailable-for-sale: | ||||||||||||||||||||||||||||||||
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 | $ | 65,731 | $ | — | $ | 65,731 | $ | — | ||||||||||||||||||||||||
|
|
|
|
Assets
Recurring Fair Value Measurements Using | ||||||||||||||||
December 31, 2019 | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Marketable equity securities: | $ | 2,553 | $ | 2,553 | $ | — | $ | — | ||||||||
Securities available-for-sale: | ||||||||||||||||
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 | $ | 73,928 | $ | 2,553 | $ | 71,375 | $ | — | ||||||||
|
|
|
|
|
|
|
|
Impaired loans are measured at fair value on a nonrecurring basis are summarized below, along with the level of the fair value hierarchy of the inputs utilized to determine such fair value.
Nonrecurring Fair Value Measurements Using | ||||||||||||||||
September 30, 2019 | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Loans | $ | — | $ | — | $ | — | $ | — | ||||||||
Nonrecurring Fair Value Measurements Using | ||||||||||||||||
December 31, 2018 | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Loans | $ | 85 | $ | — | $ | — | $ | 85 |
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 15 – FAIR VALUE MEASUREMENTS (continued)
non-recurring basis. Loans with a carrying amount of $31$5,000 and $97,$67,000, respectively, were considered impaired and written down to their estimated fair value of $0 and $85$0 as of September 30, 20192020 and December 31, 2018,2019, respectively. As a result, the BankCompany recognized a specific valuation allowance against these impaired loans totaling $31$5,000 and $12$67,000 as of September 30, 20192020 and December 31, 2018,2019, respectively.
Mortgage servicing rights are measured at fair value on a non-recurring basis. At September 30, 2020, mortgage servicing rights with a carrying value of $2.2 million were considered impaired and written down to their estimated fair value of $1.6 million. There was no impairment on mortgage servicing rights as of December 31, 2019.
There were no foreclosed assets as of September 30, 20192020 and December 31, 2018.
The following table presents quantitative information about nonrecurring Level 3 fair value measurements:
September 30, 2019 | ||||||||||||
Fair Value | Valuation Technique | Significant Unobservable Input(s) | Range/Weighted Average | |||||||||
(dollars in thousands) | ||||||||||||
Impaired loans | $ | — | Market and/or income approach | Management discount to appraised rates | 10-20 | % | ||||||
December 31, 2018 | ||||||||||||
Fair Value | Valuation Technique | Significant Unobservable Input(s) | Range/Weighted Average | |||||||||
(dollars in thousands) | ||||||||||||
Impaired loans | $ | 85 | Market and/or income approach | Management discount to appraised rates | 10-20 | % |
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)2019.
28
NOTE 1512 – FAIR VALUE MEASUREMENTS (continued)
The carrying values and estimated fair values of financial instruments are presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 10,356 | $ | 10,356 | $ | — | $ | — | $ | 78,898 | $ | 78,898 | $ | — | $ | — | ||||||||||||||||
Available for sale securities | 68,135 | — | 68,135 | — | 58,428 | — | 58,428 | — | ||||||||||||||||||||||||
Marketable equity securities stated at fair value | 2,693 | 2,693 | — | — | ||||||||||||||||||||||||||||
Loans held for sale | 3,995 | — | 3,995 | — | 5,062 | — | 5,062 | — | ||||||||||||||||||||||||
Loans | 324,812 | — | — | 326,887 | 328,820 | — | — | 333,541 | ||||||||||||||||||||||||
Accrued interest receivable | 1,034 | 1,034 | — | — | 997 | 997 | — | — | ||||||||||||||||||||||||
Federal Home Loan Bank stock | 913 | — | — | 913 | 3,032 | — | — | 3,032 | ||||||||||||||||||||||||
Cash value of life insurance | 12,985 | — | — | 12,985 | 13,384 | — | — | 13,384 | ||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||||||||
Deposits | 357,975 | 208,372 | — | 156,447 | 354,985 | 264,255 | — | 91,043 | ||||||||||||||||||||||||
Advance payments by borrowers for taxes and insurance | 12,070 | 12,070 | — | — | 11,428 | 11,428 | — | — | ||||||||||||||||||||||||
Federal Home Loan Bank advances | 7,633 | — | — | 8,085 | 68,884 | — | 70,854 | — | ||||||||||||||||||||||||
Accrued interest payable | 419 | 419 | — | — | 208 | 208 | — | — | ||||||||||||||||||||||||
December 31, 2018 | ||||||||||||||||||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||||||||
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 | — | — | ||||||||||||||||||||||||||||
Federal Home Loan Bank stock | 1,261 | — | — | 1,261 | ||||||||||||||||||||||||||||
Cash value of life insurance | 13,400 | — | — | 13,400 | ||||||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||||||||
Deposits | 406,137 | 223,860 | — | 180,703 | ||||||||||||||||||||||||||||
Advance payments by borrowers for taxes and insurance | 1,240 | 1,240 | — | — | ||||||||||||||||||||||||||||
Federal Home Loan Bank advances | 30,010 | — | — | 29,499 | ||||||||||||||||||||||||||||
Accrued interest payable | 372 | 372 | — | — |
December 31, 2019 | ||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Financial assets: | ||||||||||||||||
Cash and cash equivalents | $ | 11,707 | $ | 11,707 | $ | — | $ | — | ||||||||
Available for sale securities | 71,375 | — | 71,375 | — | ||||||||||||
Marketable equity securities stated at fair value | 2,553 | 2,553 | — | — | ||||||||||||
Loans held for sale | 685 | — | 685 | — | ||||||||||||
Loans | 310,674 | — | — | 310,993 | ||||||||||||
Accrued interest receivable | 963 | 963 | — | — | ||||||||||||
Federal Home Loan Bank stock | 913 | — | — | 913 | ||||||||||||
Cash value of life insurance | 13,085 | — | — | 13,085 | ||||||||||||
Financial liabilities: | ||||||||||||||||
Deposits | 344,596 | 202,180 | — | 142,708 | ||||||||||||
Advance payments by borrowers for taxes and insurance | 1,681 | 1,681 | — | — | ||||||||||||
Federal Home Loan Bank advances | 17,623 | — | 17,976 | — | ||||||||||||
Accrued interest payable | 385 | 385 | — | — |
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 Bank’sCompany’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 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 Bank.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 todo not reflect any premium or discount that could result from offering for sale at one time the Bank’sCompany’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Bank’sCompany’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 existingon- andoff-balance-sheet financial instruments without attempting to estimate the value of anticipated future business.
29
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1512 – FAIR VALUE MEASUREMENTS (continued)
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 assets on the balance sheets. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
NOTE 1613 – EQUITY AND REGULATORY MATTERS
ThePyraMax 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 Bank’sCompany’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, thePyraMax Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certainoff-balance-sheet items, as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about their components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require thePyraMax 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 that thePyraMax Bank met all applicable capital adequacy requirements as of September 30, 20192020 and December 31, 2018.2019.
As of September 30, 20192020 and December 31, 2018, the2019, PyraMax Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, thePyraMax Bank must maintain minimum regulatory capital ratios as set forth in the table below. ThePyraMax Bank’s actual and required capital amounts and ratios are presented below:
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
PyraMax Bank | ||||||||||||||||||||||||||||||||||||||||||||||||
Leverage (Tier 1) | $ | 45,597 | 9.9 | % | $ | 18,367 | 4.0 | % | $ | 22,959 | 5.0 | % | $ | 48,670 | 9.9 | % | $ | 19,624 | 4.0 | % | $ | 24,529 | 5.0 | % | ||||||||||||||||||||||||
Risk-based: | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Equity Tier 1 | 45,597 | 13.1 | % | 15,702 | 4.5 | % | 22,681 | 6.5 | % | 48,670 | 15.1 | % | 14,518 | 4.5 | % | 20,970 | 6.5 | % | ||||||||||||||||||||||||||||||
Tier 1 | 45,597 | 13.1 | % | 20,936 | 6.0 | % | 27,915 | 8.0 | % | 48,670 | 15.1 | % | 19,357 | 6.0 | % | 25,809 | 8.0 | % | ||||||||||||||||||||||||||||||
Total | 48,615 | 13.9 | % | 27,915 | 8.0 | % | 34,894 | 10.0 | % | 51,320 | 15.9 | % | 25,809 | 8.0 | % | 32,262 | 10.0 | % | ||||||||||||||||||||||||||||||
December 31, 2018 | December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
PyraMax Bank | ||||||||||||||||||||||||||||||||||||||||||||||||
Leverage (Tier 1) | $ | 35,955 | 7.5 | % | $ | 19,110 | 4.0 | % | $ | 23,887 | 5.0 | % | $ | 46,316 | 10.7 | % | $ | 17,392 | 4.0 | % | $ | 21,740 | 5.0 | % | ||||||||||||||||||||||||
Risk-based: | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Equity Tier 1 | 35,955 | 10.0 | % | 16,153 | 4.5 | % | 23,333 | 6.5 | % | 46,316 | 13.5 | % | 15,391 | 4.5 | % | 22,232 | 6.5 | % | ||||||||||||||||||||||||||||||
Tier 1 | 35,955 | 10.0 | % | 21,538 | 6.0 | % | 28,717 | 8.0 | % | 46,316 | 13.5 | % | 20,522 | 6.0 | % | 27,362 | 8.0 | % | ||||||||||||||||||||||||||||||
Total | 39,217 | 10.9 | % | 28,717 | 8.0 | % | 35,897 | 10.0 | % | 48,316 | 14.1 | % | 27,362 | 8.0 | % | 34,203 | 10.0 | % |
30
1895 BANCORP OF WISCONSIN, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
NOTE 1714 – EARNINGS PER SHARE
Basic earnings per common 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, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted stock units, though no actual shares of common stock related to restricted stock units are issued until the settlement of such units, to the extent holders of these securities receive non-forfeitable dividends or dividend equivalents at the same rate as holders of the Company’s common stock. 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 three months and nine months ended September 30, 20192020 are presented in the following table. Earnings per common share
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
(In thousands, except per share amounts) | (In thousands, except per share amounts) | |||||||||||||||
Net income (loss) | $ | 412 | $ | 436 | $ | 893 | $ | (44 | ) | |||||||
|
|
|
|
|
|
|
| |||||||||
Weighted shares outstanding for basic EPS | ||||||||||||||||
Weighted average shares outstanding | 4,647 | 4,877 | 4,660 | 4,877 | ||||||||||||
Less: Weighted average unallocated ESOP shares | 165 | 172 | 166 | 174 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Weighted average shares outstanding for basic EPS | 4,482 | 4,705 | 4,494 | 4,703 | ||||||||||||
Additional dilutive shares | 38 | — | 36 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Weighted average shares outstanding for dilutive EPS | 4,520 | 4,705 | 4,530 | 4,703 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Basic and diluted income (loss) per share | $ | 0.09 | $ | 0.09 | $ | 0.20 | $ | (0.01 | ) | |||||||
|
|
|
|
|
|
|
|
31
NOTE 15 – STOCK BASED COMPENSATION
Stock-Based Compensation Plan
On March 27, 2020, the 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 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. 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.
A summary of the Company’s stock option activity for the three months and nine monthsperiod ended September 30, 2018 are not2020 is presented as the Company’s initial stock offering was completed on January 8, 2019.below.
Three months ended September 30, 2019 | Nine months ended September 30, 2019 | |||||||
Net income (loss) | $ | 436 | $ | (44 | ) | |||
|
|
|
| |||||
Shares outstanding for basic EPS | ||||||||
Average shares outstanding | 4,876,677 | 4,876,677 | ||||||
Less: Average unallocated ESOP shares | 172,017 | 173,773 | ||||||
|
|
|
| |||||
Subtotal | 4,704,660 | 4,702,904 | ||||||
Additional dilutive shares | — | — | ||||||
|
|
|
| |||||
Shares outstanding for basic and dilutive EPS | 4,704,660 | 4,702,904 | ||||||
|
|
|
| |||||
Basic and diluted income (loss) per share | $ | 0.09 | $ | (0.01 | ) | |||
|
|
|
|
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 | 9.55 | 394,444 | ||||||||||||
Exercised | — | — | — | — | ||||||||||||
Forfeited | — | — | — | — | ||||||||||||
|
|
|
| |||||||||||||
Outstanding September 30, 2020 | 218,115 | 7.89 | 9.55 | 394,444 | ||||||||||||
|
|
|
| |||||||||||||
Options exercisable at September 30, 2020 | — | — | — | — | ||||||||||||
|
|
|
|
The Company amortizes the expense related to stock options as compensation expense over the vesting period. The Company recognized $22,000 and $39,000 in stock option expense during the three and nine month period ended September 30, 2020, respectively. At September 30, 2020, the Company had $392,000 in estimated unrecognized compensation costs related to outstanding stock options that is expected to be recognized over a weighted average period of five years.
Restricted Stock | Shares | Weighted Average Grant Date Fair Value | ||||||
Nonvested at December 31, 2019 | — | $ | — | |||||
Granted | 84,949 | 7.87 | ||||||
Vested | — | — | ||||||
Forfeited | — | — | ||||||
|
|
|
| |||||
Nonvested at September 30, 2020 | 84,949 | $ | 7.87 | |||||
|
|
|
| |||||
The Company amortizes the expense related to restricted stock awards as compensation expense over the vesting period. The Company recognized $33,000 and $60,000 in restricted stock option expense during the three and nine month period ended September 30, 2020, respectively. At September 30, 2020, the Company had $607,000 of unrecognized compensation expense related to restricted stock shares that is expected to be recognized over a weighted average period of five years.
32
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
General
Management’s discussion and analysis of financial condition and results of operations at September 30, 20192020 and for the three and nine months ended September 30, 20192020 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form10-Q.
Cautionary Note Regarding Forward-Looking Statements
This 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,” “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 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 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 Quarterly 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:
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;
our ability to implement and change our business strategies;
competition among depository and other financial institutions;
inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;
adverse changes in the securities or secondary mortgage markets;
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;
the impact of 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;
our ability to manage market risk, credit risk and operational risk in the current economic environment;
our ability to enter new markets successfully and capitalize on growth opportunities;
33
our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we 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 Coronavirus Disease 2019 (“COVID-19”) will 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. 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 the Company 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 the Company. 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.
Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“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. 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. The Company elected to adopt these provisions of the CARES Act. As of September 30, 2020, the Company had 1 to 3 month deferrals of approximately $155,000 in interest, escrow, and principal payments on $16.4 million in outstanding loans.
The 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 September 30, 2020, we have funded 246 PPP loans totaling $30.3 million.
Because of thesethe above and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Additional factors that may affect our results are discussed in our latest Annual Report on Form10-K under the heading “Risk Factors.”Factors” and in our subsequent Quarterly Reports on Form 10-Q.
34
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. 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 Jumpstart Our Business Startups Act (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. 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 BankCompany estimates 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 BankCompany estimates 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 BankCompany can be found in Note 1412 of the Notes to Financial Statements.
35
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 increase the valuation allowance against our deferred tax assets.
Comparison of Financial Condition at September 30, 20192020 and December 31, 20182019
Total Assets. Total assets decreased $39.9increased $76.9 million, or 8.3%18.0%, to $441.2$504.9 million at September 30, 20192020 from $481.1$428.0 million at December 31, 2018.2019. The change included the sale of $29.1 million of first mortgage residential real estate loans, while remaining first mortgage residential real estate loan balances decreasedincrease was primarily due to declining refinancing activity.the increase in cash and cash equivalents of $67.2 million during the nine month period ended September 30, 2020 as a result of $52.0 million in proceeds from FHLB advances and an increase in noninterest bearing checking accounts of $28.3 million. Total assets were also impacted by a $5.6$12.9 million, or 2.9%18.1%, decrease in available-for-sale securities, as well as an $18.1 million, or 5.1%, increase in net loans.
Cash and Cash Equivalents. Cash and cash equivalents increased $67.2 million to $78.9 million at September 30, 2020 from $11.7 million at December 31, 2019. The increase was due primarily to the increase of $51.3 million in FHLB advances during the nine months ended September 30, 2020, a portion of which was used to fund loan growth, resulting in an $18.1 million increase in net loans for the same period. The increase in cash and cash equivalents was also due to proceeds from sales of available-for-sale securities of $19.3 million and an increase in noninterest bearing checking accounts of $28.3 million during the nine months ended September 30, 2020.
Available-for-Sale Securities. Available-for-sale securities decreased$12.9 million, or 18.1%, to $58.4 million at September 30, 2020 from $71.4 million at December 31, 2019. The decrease was due primarily to sales of available-for-sale securities of $19.3 million as well as maturities, prepayments and calls of available for sale securities totaling $51.7 million. These were offset by purchases of available for sale securities totaling $50.5 million during the nine months ended September 30, 2020.
Loans Held for Sale. Loans held for sale increased $4.4 million to $5.1 million at September 30, 2020 from $685,000 at December 31, 2019. The increase was due primarily to increased volume of first mortgage residential real estate loan originations to be sold into the secondary market as a result of the declining interest rate environment.
Net Loans. Net loans increased $18.1 million, or 5.8%, to $328.8 million at September 30, 2020 from $310.7 million at December 31, 2019. The increase was due primarily to a $30.1 million increase in commercial loans resulting from the Company’s participation in the Small Business Administration Paycheck Protection Program. The increase was offset by decreases in first mortgage residential real estate loans due to prepayment activity, as well as a decline inand consumer home equity lines of credit due to normal payment and refinancing activity. Other assets decreased $1.6 million, or 14.6%, due to $957,000 and $967,000 declines in deferred taxes and accounts receivable, respectively.
Cash and Cash Equivalents. Cash and cash equivalents increased $2.5 million, or 30.7%, to $10.4 million at September 30, 2019 from $7.9 million at December 31, 2018. The increase was due primarily to the completion of the Company’s initial stock offering, which netted proceeds of $18.3 million, the sale of $29.1 million of first mortgage residential real estate loans, and a $44.9 million decrease in loans. These cash inflows were offset by a $48.2 million decrease in deposits and $22.4 million in repayments of Federal Home Loan Bank advances.
Available-for-Sale Securities. Available-for-sale securities increased$2.4 million, or 3.7%, to $68.1 million at September 30, 2019 from $65.7 million at December 31, 2018. The increase was due primarily to a $2.7 million increase in the market value of the portfolio as a result of the falling interest rate environment.
Loans Held for Sale. Loans held for sale increased $3.2 million, or 418.2%, to $4.0 million at September 30, 2019 from $771,000 at December 31, 2018. The increase was due primarily to additional first mortgage residential real estate loan balances being sold into the secondary market as a result of the falling interest rate environment.
Net Loans. Net loans decreased $45.0 million, or 12.2%, to $324.8 million at September 30, 2019 from $369.8 million at December 31, 2018. The decrease was due primarily to the sale of $29.1 million of first mortgage residential real estate loans into the secondary market to manage credit and interest rate risk. The change also included decreases in remaining first mortgage residential real estate loans and home equity lines of credit due to normal payment and refinancing activity, as well as a $5.6 million, or 2.9%, decrease in commercial real estate loans due to prepayment activity.
Deposits. Deposits decreased $48.1increased $10.4 million, or 11.9%3.0%, to $358.0$355.0 million at September 30, 20192020 from $406.1$344.6 million at December 31, 2018.2019. This decreaseincrease was primarily due in part to a reduction in commercial deposits, which included approximately $18.2an increase of noninterest bearing checking accounts of $28.3 million in stock issuance proceeds at December 31, 2018. Additionally, funds generated by the reduction in loan balances referenced above were used to pay off brokered certificates of deposit, which decreased $35.0 million, or 51.6%, to $32.9$91.1 million at September 30, 20192020 from $67.9$62.8 million at December 31, 2018. Our strategy for deposit generation is2019. We continued our marketing focus to use targeted, special duration certificates of depositconcentrate on non-maturing deposits such as savings accounts and money market accounts, which do not haveincreased $9.4 million and $20.8 million, respectively. These accounts carry lower interest rates and offer more flexibility in a negative impact on our normal pricing structure for existing accounts.changing rate environment. These increases were offset by a $51.7 million decrease in certificates of deposits to $90.7 million at September 30, 2020 from $142.4 million at December 31, 2019, including a decrease in brokered certificates of deposits of $19.1 million as we replaced maturing brokered certificates with lower cost FHLB advances.
Advance Payments by Borrowers for Taxes and Insurance. Advance payments by borrowers for taxes and insurance increased $10.8$9.7 million or 873.4%, to $12.1$11.4 million at September 30, 20192020 from $1.2$1.7 million at December 31, 2018.2019. The increase was due to normal seasonal activity.
36
Borrowings.Borrowings, consisting entirely of Federal Home Loan Bank of Chicago (“FHLB”)FHLB advances, decreased $22.4increased $51.3 million, or 74.6%290.9%, to $7.6$68.9 million at September 30, 20192020 from $30.0$17.6 million at December 31, 2018. The decrease was due to the repayment of outstanding advances upon receipt of proceeds from the Company’s initial stock offering, and sales of first mortgage residential real estate loans into the secondary market.
Total Equity.Total equity increased $20.3 million, or 53.1%, to $58.5 million at September 30, 2019 from $38.2 million at December 31, 2018.2019. The increase was due primarily to the issuance of 4.9$52.0 million shares of common stock resulting in net proceeds of $18.2 million, offset by the issuance of 170,262 shares, or $1.7 million, of net unallocated common stock to the ESOPfrom FHLB advances during the nine months ended September 30, 2020, partially offset by principal repayments on existing advances of $739,000 during the same period. The advances replaced $19.1 million in maturing brokered certificates of deposit.
Total Stockholders’ Equity.Total stockholders’ equity increased $975,000, or 1.7%, to $59.6 million at September 30, 2020 from $58.7 million at December 31, 2019. The change in total equityincrease was also impacted by aprimarily due to net lossincome of $44,000$893,000 and other comprehensive income of $2.0$1.1 million for the nine months ended September 30, 2019.2020. The Company 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. The Company also purchased treasury shares at a cost of $1.0 million under the current stock repurchase plan, resulting in a reduction in total equity of that amount.
Average Balances and Yields
The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.
Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||||
Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | |||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||||||||||||||||||||||||||
Loans | $ | 338,645 | $ | 3,840 | 4.54 | % | $ | 371,844 | $ | 3,819 | 4.11 | % | $ | 328,550 | $ | 3,617 | 4.37 | % | $ | 338,645 | $ | 3,840 | 4.54 | % | ||||||||||||||||||||||||
Securitiesavailable-for-sale | 68,511 | 406 | 2.37 | % | 68,265 | 407 | 2.38 | % | 61,059 | 304 | 1.97 | % | 68,511 | 406 | 2.37 | % | ||||||||||||||||||||||||||||||||
Other interest-earning assets | 21,841 | 133 | 2.44 | % | 2,159 | 10 | 1.85 | % | 68,616 | 17 | 0.10 | % | 21,841 | 133 | 2.44 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
Total interest-earning assets | 428,997 | 4,379 | 4.08 | % | 442,268 | 4,236 | 3.83 | % | 458,225 | 3,938 | 3.42 | % | 428,997 | 4,379 | 4.08 | % | ||||||||||||||||||||||||||||||||
Non-interest-earning assets | 33,701 | 35,879 | 37,044 | 33,701 | ||||||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 462,698 | $ | 478,147 | $ | 495,269 | $ | 462,698 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Interest-earning liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||
NOW accounts | $ | 25,876 | $ | 14 | 0.22 | % | $ | 26,645 | $ | 13 | 0.20 | % | $ | 28,417 | $ | 8 | 0.11 | % | $ | 25,876 | $ | 14 | 0.22 | % | ||||||||||||||||||||||||
Money market accounts | 68,744 | 212 | 1.23 | % | 61,726 | 108 | 0.70 | % | 82,041 | 103 | 0.50 | % | 68,744 | 212 | 1.23 | % | ||||||||||||||||||||||||||||||||
Savings accounts | 50,536 | 17 | 0.13 | % | 56,889 | 19 | 0.13 | % | 55,683 | 14 | 0.10 | % | 50,536 | 17 | 0.13 | % | ||||||||||||||||||||||||||||||||
Certificates of deposit | 178,925 | 967 | 2.16 | % | 195,369 | 843 | 1.73 | % | 97,355 | 355 | 1.45 | % | 178,925 | 967 | 2.16 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
Total interest-bearing deposits | 324,081 | 1,210 | 1.49 | % | 340,629 | 983 | 1.15 | % | 263,496 | 480 | 0.72 | % | 324,081 | 1,210 | 1.49 | % | ||||||||||||||||||||||||||||||||
Federal Home Loan Bank advances | 11,413 | 51 | 1.79 | % | 29,250 | 117 | 1.60 | % | 69,049 | 207 | 1.19 | % | 11,413 | 51 | 1.79 | % | ||||||||||||||||||||||||||||||||
Other interest-bearing liabilities | 10,560 | — | — | 9,974 | — | — | 10,886 | — | — | 10,560 | — | — | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
Total interest-bearing liabilities | 346,054 | 1,261 | 1.46 | % | 379,853 | 1,100 | 1.16 | % | 343,431 | 687 | 0.80 | % | 346,054 | 1,261 | 1.46 | % | ||||||||||||||||||||||||||||||||
Non-interest-bearing deposits | 62,612 | 57,419 | 91,485 | 62,612 | ||||||||||||||||||||||||||||||||||||||||||||
Othernon-interest-bearing liabilities | 4,402 | 2,853 | 4,768 | 4,402 | ||||||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Total liabilities | 413,068 | 440,125 | 439,684 | 413,068 | ||||||||||||||||||||||||||||||||||||||||||||
Total stockholders’ equity | 49,630 | 38,022 | 55,585 | 49,630 | ||||||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 462,698 | $ | 478,147 | $ | 495,269 | $ | 462,698 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Net interest income | $ | 3,118 | $ | 3,136 | $ | 3,251 | $ | 3,118 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Net interest-earning assets | $ | 82,943 | $ | 62,415 | $ | 114,794 | $ | 82,943 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||
Interest rate spread(1) | 2.62 | % | 2.67 | % | 2.62 | % | 2.62 | % | ||||||||||||||||||||||||||||||||||||||||
Net interest margin(2) | 2.91 | % | 2.84 | % | 2.82 | % | 2.91 | % | ||||||||||||||||||||||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 123.97 | % | 116.43 | % | 133.43 | % | 123.97 | % |
(1) |
|
(2) | Net interest margin represents net interest income divided by average total interest-earning assets. |
37
Nine Months Ended September 30, | ||||||||||||||||||||||||
2019 | 2018 | |||||||||||||||||||||||
Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans | $ | 355,770 | $ | 11,699 | 4.38 | % | $ | 361,393 | $ | 10,906 | 4.02 | % | ||||||||||||
Securitiesavailable-for-sale | 66,931 | 1,198 | 2.39 | % | 73,613 | 1,312 | 2.38 | % | ||||||||||||||||
Other interest-earning assets | 17,289 | 289 | 2.23 | % | 2,434 | 31 | 1.70 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-earning assets | 439,990 | 13,186 | 4.00 | % | 437,440 | 12,249 | 3.73 | % | ||||||||||||||||
Non-interest-earning assets | 35,294 | 36,013 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total assets | $ | 475,284 | $ | 473,453 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Interest-earning liabilities: | ||||||||||||||||||||||||
NOW accounts | $ | 25,261 | $ | 43 | 0.23 | % | $ | 27,599 | $ | 35 | 0.17 | % | ||||||||||||
Money market accounts | 62,990 | 543 | 1.15 | % | 62,045 | 275 | 0.59 | % | ||||||||||||||||
Savings accounts | 50,746 | 50 | 0.13 | % | 57,424 | 55 | 0.13 | % | ||||||||||||||||
Certificates of deposit | 194,386 | 3,028 | 2.08 | % | 188,120 | 2,289 | 1.62 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-bearing deposits | 333,383 | 3,664 | 1.47 | % | 335,188 | 2,654 | 1.06 | % | ||||||||||||||||
Federal Home Loan Bank advances | 18,367 | 236 | 1.71 | % | 36,717 | 394 | 1.43 | % | ||||||||||||||||
Other interest-bearing liabilities | 6,902 | — | — | % | 6,670 | — | — | |||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-bearing liabilities | 358,652 | 3,900 | 1.45 | % | 378,575 | 3,048 | 1.07 | % | ||||||||||||||||
Non-interest-bearing deposits | 65,032 | 54,313 | ||||||||||||||||||||||
Othernon-interest-bearing liabilities | 4,021 | 2,285 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total liabilities | 427,705 | 435,173 | ||||||||||||||||||||||
Total stockholders’ equity | 47,579 | 38,280 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 475,284 | $ | 473,453 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Net interest income | $ | 9,286 | $ | 9,201 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Net interest-earning assets | $ | 81,338 | $ | 58,865 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Interest rate spread(1) | 2.55 | % | 2.66 | % | ||||||||||||||||||||
Net interest margin(2) | 2.81 | % | 2.80 | % | ||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 122.68 | % | 115.55 | % |
Nine Months Ended September 30, | ||||||||||||||||||||||||
2020 | 2019 | |||||||||||||||||||||||
Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | Average Outstanding Balance | Interest and Dividends | Yield/Cost Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans | $ | 322,480 | $ | 10,228 | 4.24 | % | $ | 355,770 | $ | 11,699 | 4.38 | % | ||||||||||||
Securities available-for-sale | 66,177 | 1,092 | 2.20 | % | 66,931 | 1,198 | 2.39 | % | ||||||||||||||||
Other interest-earning assets | 43,638 | 65 | 0.20 | % | 17,289 | 289 | 2.23 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-earning assets | 432,295 | 11,385 | 3.52 | % | 439,990 | 13,186 | 4.00 | % | ||||||||||||||||
Non-interest-earning assets | 36,536 | 35,294 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total assets | $ | 468,831 | $ | 475,284 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Interest-earning liabilities: | ||||||||||||||||||||||||
NOW accounts | $ | 26,712 | $ | 39 | 0.19 | % | $ | 25,261 | $ | 43 | 0.23 | % | ||||||||||||
Money market accounts | 73,759 | 355 | 0.64 | % | 62,990 | 543 | 1.15 | % | ||||||||||||||||
Savings accounts | 51,919 | 44 | 0.11 | % | 50,746 | 50 | 0.13 | % | ||||||||||||||||
Certificates of deposit | 113,004 | 1,508 | 1.78 | % | 194,386 | 3,028 | 2.08 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-bearing deposits | 265,394 | 1,946 | 0.98 | % | 333,383 | 3,664 | 1.47 | % | ||||||||||||||||
Federal Home Loan Bank advances | 55,706 | 516 | 1.24 | % | 18,367 | 236 | 1.71 | % | ||||||||||||||||
Other interest-bearing liabilities | 7,619 | — | — | 6,902 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total interest-bearing liabilities | 328,719 | 2,462 | 1.00 | % | 358,652 | 3,900 | 1.45 | % | ||||||||||||||||
Non-interest-bearing deposits | 81,926 | 65,032 | ||||||||||||||||||||||
Other non-interest-bearing liabilities | 3,907 | 4,021 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total liabilities | 414,552 | 427,705 | ||||||||||||||||||||||
Total stockholders’ equity | 54,279 | 47,579 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 468,831 | $ | 475,284 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Net interest income | $ | 8,923 | $ | 9,286 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Net interest-earning assets | $ | 103,576 | $ | 81,338 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Interest rate spread(1) | 2.52 | % | 2.55 | % | ||||||||||||||||||||
Net interest margin(2) | 2.76 | % | 2.81 | % | ||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 131.51 | % | 122.68 | % |
(1) |
|
(2) | Net interest margin represents net interest income divided by average total interest-earning assets. |
38
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.
Three Months Ended September 30, 2019 vs. 2018 | Three Months Ended September 30, 2020 vs. 2019 | |||||||||||||||||||||||
Increase (Decrease) Due to | Total Increase (Decrease) | Increase (Decrease) Due to | Total Increase (Decrease) | |||||||||||||||||||||
Volume | Rate | Volume | Rate | |||||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans | $ | (128 | ) | 149 | 21 | $ | (113 | ) | (110 | ) | (223 | ) | ||||||||||||
Securities | 1 | (2 | ) | (1 | ) | (41 | ) | (61 | ) | (102 | ) | |||||||||||||
Other | 119 | 4 | 123 | (211 | ) | 95 | (116 | ) | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total interest-earning assets | (8 | ) | 151 | 143 | (365 | ) | (76 | ) | (441 | ) | ||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||
NOW | — | (1 | ) | (1 | ) | (2 | ) | 8 | 6 | |||||||||||||||
Money market deposits | (13 | ) | (91 | ) | (104 | ) | (53 | ) | 162 | 109 | ||||||||||||||
Savings | 2 | — | 2 | (2 | ) | 5 | 3 | |||||||||||||||||
Certificates of deposit | 62 | (185 | ) | (123 | ) | 357 | 255 | 612 | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total interest-bearing deposits | 51 | (277 | ) | (226 | ) | 300 | 430 | 730 | ||||||||||||||||
Borrowings | 84 | (19 | ) | 65 | (166 | ) | 10 | (156 | ) | |||||||||||||||
Other | — | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total interest-bearing liabilities | 135 | (296 | ) | (161 | ) | 134 | 440 | 574 | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Change in net interest income | $ | 127 | (145 | ) | (18 | ) | $ | (231 | ) | 364 | 133 | |||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Nine Months Ended September 30, 2019 vs. 2018 | ||||||||||||||||||||||||
Increase (Decrease) Due to | Total Increase (Decrease) | |||||||||||||||||||||||
Volume | Rate | |||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans | $ | (166 | ) | 959 | 793 | |||||||||||||||||||
Securities | (119 | ) | 5 | (114 | ) | |||||||||||||||||||
Other | 246 | 12 | 258 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total interest-earning assets | (39 | ) | 976 | 937 | ||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||
NOW | 3 | (11 | ) | (8 | ) | |||||||||||||||||||
Money market deposits | (4 | ) | (264 | ) | (268 | ) | ||||||||||||||||||
Savings | 7 | (2 | ) | 5 | ||||||||||||||||||||
Certificates of deposit | (79 | ) | (660 | ) | (739 | ) | ||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total interest-bearing deposits | (73 | ) | (937 | ) | (1,010 | ) | ||||||||||||||||||
Borrowings | 263 | (105 | ) | 158 | ||||||||||||||||||||
Other | — | — | — | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total interest-bearing liabilities | 190 | (1,042 | ) | (852 | ) | |||||||||||||||||||
|
|
| ||||||||||||||||||||||
Change in net interest income | $ | 151 | (66 | ) | 85 | |||||||||||||||||||
|
|
|
Nine Months Ended September 30, 2020 vs. 2019 | ||||||||||||
Increase (Decrease) Due to | Total Increase (Decrease) | |||||||||||
Volume | Rate | |||||||||||
(Dollars in thousands) | ||||||||||||
Interest-earning assets: | ||||||||||||
Loans | $ | (1,066 | ) | (405 | ) | (1,471 | ) | |||||
Securities | (14 | ) | (92 | ) | (106 | ) | ||||||
Other | (559 | ) | 335 | (224 | ) | |||||||
|
|
|
|
|
| |||||||
Total interest-earning assets | (1,639 | ) | (162 | ) | (1,801 | ) | ||||||
|
|
|
|
|
| |||||||
Interest-bearing liabilities: | ||||||||||||
NOW | (3 | ) | 7 | 4 | ||||||||
Money market deposits | (119 | ) | 307 | 188 | ||||||||
Savings | (1 | ) | 7 | 6 | ||||||||
Certificates of deposit | 1,133 | 387 | 1,520 | |||||||||
|
|
|
|
|
| |||||||
Total interest-bearing deposits | 1,010 | 708 | 1,718 | |||||||||
Borrowings | (325 | ) | 45 | (280 | ) | |||||||
Other | — | — | — | |||||||||
|
|
|
|
|
| |||||||
Total interest-bearing liabilities | 685 | 753 | 1,438 | |||||||||
|
|
|
|
|
| |||||||
Change in net interest income | $ | (954 | ) | 591 | (363 | ) | ||||||
|
|
|
|
|
|
39
Comparison of Operating Results for the Three Months Ended September 30, 20192020 and 20182019
General. We recorded net income of $412,000 for the three months ended September 30, 2020, compared to net income of $436,000 for the three months ended September 30, 2019, compareda decrease of $24,000.
Interest and Dividend Income. Interest and dividend income decreased $441,000, or 10.1%, to net income of $245,000$3.9 million for the three months ended September 30, 2018,2020 from $4.4 million for the three months ended September 30, 2019. The decrease was due primarily to the decreases in first mortgage residential real estate loans and consumer home equity lines of credit due to normal payment and refinancing activity. Additionally, declining interest rates during the period contributed to the decrease.
Interest Expense. Interest expense decreased $574,000, or 45.5%, to $687,000 for the three months ended September 30, 2020, from $1.3 million for the three months ended September 30, 2019, as rates on interest-bearing liabilities decreased 66 basis points due to the declining interest rate environment and the Company’s shift from certificates of deposits into lower cost FHLB advances as sources of funding during the 2020 period.
Net Interest Income. Net interest income increased $133,000, or 4.3%, to $3.3 million for the three months ended September 30, 2020 from $3.1 million for the three months ended September 30, 2019. The rate for average interest-bearing liabilities decreased to 0.80% for the three months ended September 30, 2020, from 1.46% for the three months ended September 30, 2019. This 66 basis point decrease in the cost of funds came as the yield on interest-earning assets decreased by 66 basis points, to 3.42% for the three months ended September 30, 2020, from 4.08% for the three months ended September 30, 2019.
Provision for Loan Losses.We recorded $500,000 in provision for loan losses for the three months ended September 30, 2020, compared to no provision recorded during the three months ended September 30, 2019. The allowance for loan losses was $2.7 million, or 0.8%, of total loans, at September 30, 2020, compared to $3.0 million, or 0.9% of total loans, at September 30, 2019. Non-performing loans constituted 0.4% of total gross loans at September 30, 2020 and 0.5% of gross loans at September 30, 2019. Net recoveries for the three months ended September 30, 2020 were $36,000 compared to net charge-offs of $169,000 for the same period in 2019.
Non-interest Income. Non-interest income increased $1.7 million, or 172.9%, to $2.8 million for the three months ended September 30, 2020 from $1.0 million for the three months ended September 30, 2019. The increase was due primarily to increases in gains on sale of first mortgage residential real estate loans of $423,000 and available-for-sale securities of $1.0 million for the three months ended September 30, 2020 when compared to the same period in 2019. Further contributing to the increase was a $231,000 increase in other non-interest income during the three months ended September 30, 2020 due to an increase in the market value of marketable securities held in a Rabbi Trust.
Non-interest Expense.Non-interest expense increased $335,000, or 9.4%, to $3.9 million for the three months ended September 30, 2020 from $3.6 million for the three months ended September 30, 2019. The increase was due primarily to a $138,000 increase in salaries and employee benefits during the three months ended September 30, 2020 resulting from an increase in deferred compensation expense. Other non-interest expense also increased by $107,000 for the three months ended September 30, 2020 due to an increase in tax and accounting services.
Income Tax Expense.We recorded income tax expense of $1.2 million for the three months ended September 30, 2020, compared $135,000 in income tax expense for the three ended September 30, 2019. Due to recent changes in market conditions and current events related to COVID-19, we reduced our estimate of future taxable income causing an increase in our valuation allowance for deferred tax assets in the amount of $784,000 for the three months ended September 30, 2020.
40
Comparison of Operating Results for the Nine Months Ended September 30, 2020 and 2019
General. We recorded net income of $893,000 for the nine months ended September 30, 2020, compared to net loss of $44,000 for the nine months ended September 30, 2019, an increase of $191,000.$937,000. The increase was due primarily to an increase in net gains on sale of first mortgage residential real estate loans.loans, offset by a decrease in net interest income.
Interest and Dividend Income.Interest and dividend income increased $143,000,decreased $1.8 million, or 3.4%13.7%, to $4.4$11.4 million for the threenine months ended September 30, 2020 from $13.2 million for the nine months ended September 30, 2019. The decrease was due primarily to the decreases in first mortgage residential real estate loans and consumer home equity lines of credit due to normal payment and refinancing activity. Additionally, declining interest rates during the period contributed to the decrease.
Interest Expense. Interest expense decreased $1.4 million, or 36.9%, to $2.5 million for the nine months ended September 30, 2020, from $3.9 million for the nine months ended September 30, 2019, from $4.2 million for the three months ended September 30, 2018. The increase was due primarily to holding an additional $19.7 million in federal funds sold during the period.
Interest Expense.Interest expense increased $161,000, or 14.6%, to $1.3 million for the three months ended September 30, 2019, from $1.1 million for the three months ended September 30, 2018, as rates on interest-bearing liabilities increased 30decreased 45 basis points due to the changingdeclining interest rate environment and competitive pressures within the Bank’s primary market area.Company’s shift from certificates of deposits into lower cost FHLB advances as sources of funding during the 2020 period.
Net Interest Income. Net interest income decreased $18,000,$363,000, or 0.6%3.9%, to $3.1$8.9 million for the threenine months ended September 30, 20192020 from $3.1$9.3 million for the threenine months ended September 30, 2018.2019. The rate for average interest-bearing liabilities increaseddecreased to 1.46%1.00% for the threenine months ended September 30, 2019,2020, from 1.16%1.45% for the threenine months ended September 30, 2018.2019. This 3045 basis point increasedecrease in the cost of funds came as the yield on interest-earning assets increaseddecreased by only 2548 basis points, to 4.08%3.52% for the threenine months ended September 30, 2019,2020, from 3.83%4.00% for the threenine months ended September 30, 2018.2019. Our net interest rate spread decreased 3 basis points to 2.62%2.52% for the threenine months ended September 30, 2020, from 2.55% for the nine months ended September 30, 2019, from 2.67% for the three months ended September 30, 2018, and our net interest margin increasedalso decreased to 2.91%2.76% from 2.84% over the same period due to a $13.3 million reduction in average assets outstanding.2.81%.
Provision for Loan Losses. We recorded no$500,000 in provision for loan losses for the threenine months ended September 30, 2019 and 2018, respectively.2020, compared to no provision recorded during the nine months ended September 30, 2019. The allowance for loan losses was $3.0$2.7 million, or 0.92%0.8%, of total loans, at September 30, 2019,2020, compared to $3.2$3.0 million, or 0.87%0.9% of total loans, at September 30, 2018.2019. Non-performing loans constituted 0.45%0.4% of total gross loans at September 30, 20192020 and 0.44%0.5% of gross loans at September 30, 2018.2019. Net charge-offsrecoveries for the threenine months ended September 30, 20192020 were $169,000$150,000 compared to net recoveriescharge-offs of $150,000$244,000 for the prior year period.same period in 2019.
Non-interest Income. Non-interest income increased $217,000,$2.6 million, or 27.3%106.7%, to $1.0$5.0 million for the threenine months ended September 30, 20192020 from $794,000$2.4 million for the threenine months ended September 30, 2018.2019. The increase was due primarily to increases in gains realized on the sale of first mortgage residential real estate loans which increased $376,000, or 274.5%, to $513,000of $2.2 million and available-for-sale securities of $1.0 million for the threenine months ended September 30, 2019 from $137,000 for2020 compared to the threesame period in 2019. Further contributing to the increase was a $166,000 increase in other non-interest income during the nine months ended September 30, 2018. Further, death benefit gains recognized2020 due to an increase in the market value of marketable securities held in a Rabbi Trust. The overall increase in non-interest income was partially offset by a decrease of $642,000 in loan servicing income primarily due to an impairment charge of $575,000 on mortgage servicing rights recorded during the threenine months ended September 30, 2018 were not recurring during the three months ended September 30, 2019.2020. The impairment was based on a fair value determined by market data from independent organizations.
Non-interest Expense. Non-interest expense decreased $119,000,$969,000, or 3.2%8.1%, to $3.6 million for the three months ended September 30, 2019 from $3.7 million for the three months ended September 30, 2018. The reduction was due primarily to a $142,000 reduction in the Bank’s FDIC assessment due to the FDIC’s Small Bank Assessment Credit, as well as $101,000 in gains realized on the sale of foreclosed assets during the three months ended September 30, 2019. There were no gains realized on the sale of foreclosed assets during the three months ended September 30, 2018.
Income Tax Expense.We recorded an income tax expense of $135,000 for the three months ended September 30, 2019, compared to income tax expense of $8,000 for the three months ended September 30, 2018.
Comparison of Operating Results for the Nine Months Ended September 30, 2019 and 2018
General. We recorded a net loss of $44,000 for the nine months ended September 30, 2019, compared to a net loss of $78,000 for the nine months ended September 30, 2018, a decrease in losses of $34,000. The decrease in losses was due primarily to increases in gains servicing rights, as well as gains realized on the sale of foreclosed assets during the three months ended September 30, 2019, as described below.
Interest and Dividend Income.Interest and dividend income increased $937,000, or 7.7%, to $13.2$10.9 million for the nine months ended September 30, 20192020 from $12.2 million for the nine months ended September 30, 2018. The increase was due primarily to an increase of $1.1 million, or 16.2%, in interest earned on commercial loans during the 2019 period.
Interest Expense.Interest expense increased $852,000, or 28.0%, to $3.9 million for the nine months ended September 30, 2019, from $3.0 million for the nine months ended September 30, 2018, as rates on interest-bearing liabilities increased 38 basis points due to the changing interest rate environment and competitive pressures within the Bank’s primary market area.
Net Interest Income. Net interest income increased $85,000, or 0.9%, to $9.3 million for the nine months ended September 30, 2019 from $9.2 million for the nine months ended September 30, 2018. The rate for average interest-bearing liabilities increased to 1.45% for the nine months ended September 30, 2019, from 1.07% for the nine months ended September 30, 2018. This 38 basis point increase in the cost of funds came as the yield on interest-earning assets increased by only 27 basis points, to 4.00% for the nine months ended September 30, 2019, from 3.73% for the nine months ended September 30, 2018. Our net interest rate spread decreased to 2.55% for the nine months ended September 30, 2019, from 2.66% for the nine months ended September 30, 2018, and our net interest margin increased to 2.81% from 2.80%, respectively, over the same periods.
Provision for Loan Losses.We recorded no provision for loan losses for the nine months ended September 30, 2019 and 2018, respectively. The allowance for loan losses was $3.0 million, or 0.92%, of total loans, at September 30, 2019, compared to $3.2 million, or 0.87% of total loans, at September 30, 2018.Non-performing loans constituted 0.45% of total gross loans at September 30, 2019 and 0.44% of total gross loans as of September 30, 2018. Net charge-offs for the nine months ended September 30, 2019 were $244,000 compared to net recoveries of $149,000 for the prior year period.
Non-interest Income. Non-interest income increased $136,000, or 6.0%, to $2.4 million for the nine months ended September 30, 2019 from $2.3 million for the nine months ended September 30, 2018. The increase was due primarily to gains realized on the sale and servicing of first mortgage residential real estate loans, which increased $82,000, or 7.6%, to $1.2 million for the nine months ended September 30, 2019 from $1.1 million for the nine months ended September 30, 2018. Further, the Bank recognized a net gain on the sale of the Mitchell Street branch office, which totaled $96,000 for the nine months ended September 30, 2019.
Non-interest Expense.Non-interest expense increased $168,000, or 1.4%, to $11.9 million for the nine months ended September 30, 2019, from $11.7 million2019. The decrease was due primarily to a $505,000 decrease in salaries and employee benefits as a result of recent branch closings and a reduction of head count. Other non-interest expense also decreased by $337,000 for the nine months ended September 30, 2018. The increase was due primarily to2020, as the Company recognized $588,000 in consulting feesincurredfees incurred in connection with our reorganizationthe conversion and initial public stock offering as well as expenses associated with the establishment and funding of our charitable foundation in the 2019 period. These costs were partially offset by decreases in salaries and employee benefits expenses due to our change from being self-insured to utilizing new group medical and dental third party insurance providers.2019.
Income Tax Benefit.Expense. We recorded income tax expense of $1.6 million for the nine months ended September 30, 2020, compared to an income tax benefit of $167,000 for the nine months ended September 30, 2019, compared2019. Due to anrecent changes in market conditions and current events related to COVID-19, we reduced our estimate of future taxable income and established a valuation allowance for deferred tax benefitassets in the amount of $186,000$934,000 for the nine monthsperiod ended September 30, 2018.2020.
41
Management of Market Risk
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 occupiedone- to four-family residential real estate loans, and which generate customer relationships that can result in largernon-interest-bearing checking accounts;
selling substantially all of our conforming and eligible jumbo, longer-term, fixed-rateone- to four-family residential real estate loans and retaining thenon-conforming and shorter-term, fixed-rate and adjustable-rateone- 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.
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 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 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 September 30, 2019,2020, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.
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 | $ | 9,939 | (14.97 | )% | $ | 13,990 | 24.91 | % | ||||||||
+300 | 10,473 | (10.40 | )% | 13,511 | 20.63 | % | ||||||||||
+200 | 10,989 | (5.98 | )% | 12,836 | 14.60 | % | ||||||||||
+100 | 11,496 | (1.65 | )% | 12,111 | 8.13 | % | ||||||||||
Level | 11,688 | — | % | 11,200 | — | % | ||||||||||
-100 | 11,772 | 0.71 | % | 10,895 | (2.73 | )% |
(1) | Assumes an immediate uniform change in interest rates at all maturities. |
Economic Value of 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.
42
The table below sets forth, as of September 30, 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 | ||||||
Basis Point (“bp”) Change | Estimated EVE(2) | Amount | Percent | |||
(Dollars in thousands) | ||||||
400 | $45,816 | $(15,358) | (25.11)% | |||
300 | 49,871 | (11,303) | (18.48)% | |||
200 | 54,252 | (6,922) | (11.32)% | |||
100 | 58,566 | (2,608) | (4.26)% | |||
— | 61,174 | — | — % | |||
(100) | 62,395 | 1,221 | 2.00% |
Estimated Increase (Decrease) in EVE | ||||||||||||||
Basis Point (“bp”) Change in Interest Rates(1) | Estimated EVE(2) | Amount | Percent | |||||||||||
(Dollars in thousands) | ||||||||||||||
400 | $ | 69,109 | $ | 17,497 | 33.90 | % | ||||||||
300 | 67,698 | 16,086 | 31.17 | % | ||||||||||
200 | 63,815 | 12,203 | 23.64 | % | ||||||||||
100 | 58,890 | 7,278 | 14.10 | % | ||||||||||
— | 51,612 | — | — | % | ||||||||||
(100) | 51,819 | 207 | 0.40 | % |
(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 andoff-balance sheet contracts. |
The table above indicates that at September 30, 2019,2020, in the event of a100-basis point decreaseincrease in interest rates, we would have experienced a 2.00%14.10% increase in our EVE. In the event of a200-basis point increase in interest rates at September 30, 2019,2020, we would have experienced an 11.32% decreasea 23.64% 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 FHLB. At September 30, 2019,2020, we had $7.6$68.9 million outstanding in advances from the FHLB. At September 30, 2019,2020, we had $76.3 million in additional FHLB advance availabilityborrowing capacity at the Federal Home Loan Bank of 192.5 million.Chicago. Additionally, at September 30, 2019,2020, we had a $10.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at September 30, 2019.2020.
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 andavailable-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 used in operating activities was $2.7 million for the nine months ended September 30, 2020 and 2019. Net cash provided by operating activities was $551,000 for the nine months ended September 30, 2018. Net cash provided byused in investing activities, which consists primarily of disbursements for loan originations, purchases of available for sale securities and the purchase of investment securities,FHLB stock, offset by principal collections on loans, proceeds from the salesales of loans and the sale of securities, and proceeds from maturing securities and pay downs on securities, was $529,000 for the nine months ended September 30, 2020 compared to net cash provided by investing activities of $46.6 million for the nine months ended September 30, 2019. NetThis change in net cash used inrelated to investing activities was $19.3is primarily due to an increase of $43.8 million in purchases of available for sale securities to $50.5 million during the nine months ended September 30, 2020, compared to $6.7 million for the nine months ended September 30, 2018,2019. Further, net loans increased $18.1 million during the nine months ended September 30, 2020 whereas net loans decreased $44.9 million during the same period in 2019. Net cash provided by financing activities, consisting primarily due to a net increase in loansincreases of $38.8 million, offset by $14.4$10.4 million in deposits and $52.0 million of proceeds from salesthe issuance of available
43
FHLB advances, was $70.4 million for sale securities.the nine months ended September 30, 2020. Net cash used in financing activities consisting primarily of activity in deposit accounts and FHLB advances, as well as the Company’s initial public offering, was $41.4 million for the nine months ended September 30, 2019, as $18.3$20.0 million in net proceeds from the Company’s initial public offering and $10.8 million in advance payments by borrowers for taxes and insurance were offset by $22.4 million of payments of outstanding FHLB advances. Net cash provided by financing activities was $15.2advances and a $48.1 million for the nine months ended September 30, 2018, primarily due to a $10.8 million increasedecrease in advance payments by borrowers for taxes and insurance.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, along with the continued use of FHLB advances as well as brokered certificates of deposit as needed, to fund loan growth.
Capital
The Company’s Board of Directors authorized a stock repurchase plan in the first quarter of 2020 allowing the Company to repurchase up to 109,725 shares of stock. As of September 30, 2020, the Company had repurchased 106,725 shares at an average price of $9.59 under the approved stock repurchase plan.
At September 30, 2019,2020, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $45.6$48.7 million, or 9.9% of adjusted total assets, which is above the well-capitalized required level of $23.0$24.5 million, or 5.0%, and total risk-based capital of $48.6$51.3 million, or 13.9%15.9% of risk-weighted assets, which is above the well-capitalized required level of $34.9$32.3 million, or 10.0%. Management is not aware of any conditions or events since the most recent notification that would change our category. For additional information, see Note 1513 of the Notes to Financial Statements.
September 30, 2019 | September 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Leverage (Tier 1) | $ | 45,597 | 9.9 | % | $ | 18,367 | 4.0 | % | $ | 22,959 | 5.0 | % | $ | 48,670 | 9.9 | % | $ | 19,624 | 4.0 | % | $ | 24,529 | 5.0 | % | ||||||||||||||||||||||||
Risk-based: | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Tier 1 | 45,597 | 13.1 | % | 15,702 | 4.5 | % | 22,681 | 6.5 | % | 48,670 | 15.1 | % | 14,518 | 4.5 | % | 20,970 | 6.5 | % | ||||||||||||||||||||||||||||||
Tier 1 | 45,597 | 13.1 | % | 20,936 | 6.0 | % | 27,915 | 8.0 | % | 48,670 | 15.1 | % | 19,357 | 6.0 | % | 25,809 | 8.0 | % | ||||||||||||||||||||||||||||||
Total | 48,615 | 13.9 | % | 27,915 | 8.0 | % | 34,894 | 10.0 | % | 51,320 | 15.9 | % | 25,809 | 8.0 | % | 32,262 | 10.0 | % |
44
In accordance with the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have adopted, effective January 1, 2020, a final rule whereby financial institutions and financial institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, will beare eligible to opt into a “Community Bank Leverage Ratio” framework. The framework willwas first be available for use in thePyraMax Bank’s March 31,September 30, 2020 Call Report.Report; however, we did not elect adoption. Qualifying community banking organizations that elect to use the community bank leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules and will be considered to have met the “well capitalized” ratio requirements under the Prompt Corrective Action statutes. The agencies reserved the authority to disallow the use of the Community Bank Leverage Ratio by a financial institution or holding company based on the risk profile of the organization. The CARES Act and implementing rules temporarily reduced the community bank leverage ratio to 8%, to be gradually increased back to 9% by 2022. The implementing rules also provide that, during the same time period, if a qualifying community banking organization falls no more than 1% below the community bank leverage ratio, it will have a two-quarter grace period to satisfy the community bank leverage ratio.
Off-Balance Sheet Arrangements and Contractual Obligations
Commitments.As a financial services provider, we routinely are a party to various financial instruments withoff-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 119 of the Notes to Financial 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 September 30, 20192020 and December 31, 2018.2019.
Payments Due by Period | Payments Due by Period | |||||||||||||||||||||||||||||||||||||||
Contractual Obligations | Total | Less Than One Year | One to Three Years | Three to Five Years | More Than Five Years | Total | Less Than One Year | One to Three Years | Three to Five Years | More Than Five Years | ||||||||||||||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||
At September 30, 2019: | ||||||||||||||||||||||||||||||||||||||||
At September 30, 2020: | ||||||||||||||||||||||||||||||||||||||||
Long-term debt obligations | $ | 7,633 | $ | 9 | $ | 7,081 | $ | 95 | $ | 448 | $ | 68,884 | $ | 12,950 | $ | 16,971 | $ | 4,082 | $ | 34,881 | ||||||||||||||||||||
Operating lease obligations | 158 | 117 | 41 | — | — | 41 | 41 | — | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total | $ | 7,791 | $ | 126 | $ | 7,122 | $ | 95 | $ | 448 | $ | 68,925 | $ | 12,991 | $ | 16,971 | $ | 4,082 | $ | 34,881 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
At December 31, 2018: | ||||||||||||||||||||||||||||||||||||||||
At December 31, 2019: | ||||||||||||||||||||||||||||||||||||||||
Long-term debt obligations | $ | 30,010 | $ | 22,386 | $ | 7,081 | $ | 95 | $ | 448 | $ | 17,623 | $ | 39 | $ | 7,088 | $ | 102 | $ | 10,394 | ||||||||||||||||||||
Operating lease obligations | 325 | 224 | 101 | — | — | 113 | 93 | 20 | — | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total | $ | 30,335 | $ | 22,610 | $ | 7,182 | $ | 95 | $ | 448 | $ | 17,736 | $ | 132 | $ | 7,108 | $ | 102 | $ | 10,394 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
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 America 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.
45
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
Item 4. | Controls and Procedures |
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2019.2020. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended September 30, 2019,2020, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
46
PART II – OTHER INFORMATION
Item 1. | 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 September 30, 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 1A. | Risk Factors |
There have been no material changesIn addition to the other information set forth in the Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A “Risk Factors” disclosed in the Company’s December 31, 20182019 Annual Report on Form10-K filed with the Securities and Exchange Commission.Commission, as supplemented by our March 31, 2020 Quarterly Report on Form 10-Q. There are no material changes from the risk factors included within those reports.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.The following table sets forth information in connection with repurchases of our shares of common stock during the three months ended September 30, 2020:
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1) | |||||||||||||
July 1, 2020 through July 31, 2020 | 81,249 | $ | 9.77 | 81,249 | 3,000 | |||||||||||
August 1, 2020 through August 31, 2020 | — | — | — | 3,000 | ||||||||||||
September 1, 2020 through September 30, 2020 | — | — | — | 3,000 | ||||||||||||
|
|
|
| |||||||||||||
Total | 81,249 | 81,249 | ||||||||||||||
�� |
|
|
|
|
(1) | The Board of Directors approved a stock repurchase plan in January 2020 that authorizes the repurchase of up to 109,725 shares, or approximately 5% of the Company’s then-outstanding shares of common stock, excluding shares held by 1895 Bancorp of Wisconsin, MHC. The repurchase program has no expiration date. |
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
None.
Item 6. | Exhibits |
47
* Furnished, not filed. 48 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
1895 BANCORP OF WISCONSIN, INC. | ||||
Date: November | /s/ Richard B. Hurd | |||
Richard B. Hurd | ||||
President and Chief Executive Officer | ||||
Date: November | /s/ Richard J. Krier �� | |||
Richard J. Krier | ||||
Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
43
49